Who benefits from and is bound by the provisions of the Best Brains Option Agreement?

rovided under any other agreement or at law or in equity.

Each Obligor hereby waives trial by jury in any action or proceeding to which such Obligor and Holder may be parties, arising out of, in connection with or in any way pertaining to, this Note. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such action or proceeding, including claims against parties who are not parties to this Note. This waiver is knowingly, willingly and voluntarily made by each Obligor, and each Obligor hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury and that each Obligor has been represented in the signing of this Note and in the making of this waiver by independent legal counsel, or has had the opportunity to be represented by independent legal counsel selected of its own free will, and that it has had the opportunity to discuss this waiver with its counsel.

The covenants, terms and conditions of this Note shall be binding upon the heirs, personal representatives, successors and assigns of each Obligor and shall inure to the benefit of Holder, its successors and assigns.

This Note shall be construed in all respects and enforced according to the laws of the State of Illinois.

EXHIBIT D

OPTION AGREEMENT

This Option Agreement is entered into as of the Effective Date entered below between the below named Franchisee ("Franchisee") and Best Brains, Inc. ("Franchisor").

WHEREAS Franchisee desires to explore the possibility of acquiring an additional franchise territory from Franchisor;

WHEREAS Franchisee desires to secure the right for a period of 90 days to enter into a lease for a Center location and to obtain from Franchisor a Franchise Agreement for such possible new franchise territory;

WHEREAS Franchisor desires to grant to Franchisee the 90 day right to search for a possible Center location and to obtain a new Franchise Agreement for such possible new franchise territory;

NOW THEREFORE, in consideration of the mutual promises and undertakings herein, the parties agree as follows:

1. Grant of Right

Franchisor hereby grants to Franchisee the right for 90 days ("Deposit Period") to enter into one a lease for a Center location and to obtain from Franchisor a Franchise Agreement for such possible new franchise territory.

Enter Search Area for possible Center location here:

2. Deposit Amount

Franchisee shall pay to Franchisor, at the time of execution of this Agreement, a nonrefundable deposit of $2,500 for the rights described in Section 1 above.

Source: Item 23 — RECEIPTS (FDD pages 42–190)