Does the Best Brains Franchise Agreement include additional language beyond what is initially presented in the agreement?

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. If Franchisee secures a lease for a Center location and new Franchise Agreement for that location, then the $2,500 shall be considered a deposit against the initial franchise fee on the new territory. If a Center location and new Franchise Agreement are not obtained in the 90 day period, then the $2,500 payment to Franchisor is nonrefundable as consideration for its rights given up under this Option Agreement.

3. Franchisor's Right to Cancel.

Signature Date

Schedule 4

INITIAL INVENTORY AGREEMENT

This Initial Inventory Agreement ("Agreement") is made as of the date below by and between Best Brains, Inc. ("Company"), an Illinois corporation, and __________________________________ ("Franchisee").

WHEREAS, Company is a franchisor of a learning system; and

WHEREAS, Franchisee needs to procure certain initial inventory (including teaching materials, handouts, advertising materials, and décor) in order to set up and operate their Best Brans franchised outlet; and

WHEREAS, Company desires to offer Franchisee the option to have the Company place the initial inventory purchase for the Franchisee;

WHEREAS, Franchisee desires to have the Company place Franchisee's initial inventory purchase on Franchisee's behalf

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

1. INITIAL INVENTORY PURCHASE

• 1.1Franchisee hereby authorizes Company to place Franchisee's initial inventory purchase for the set up and operation of Franchisee's Best Brains outlet on Franchisee's behalf.
• 1.2Franchisee and Company agree upon contents of initial inventory prior to purchase being placed.
• 1.3 Franchisee acknowledges that, due to availability, the shipped inventory may be missing certain contents which were previously agreed upon.
• 1.4 Company confirms that Franchisee will not be charged for items not shipped in the initial inventory.

2. DELIVERY METHOD

• 2.1The initial inventory items shall be delivered to Franchisee by a mutually agreed upon method, which may vary for certain items. Such methods include delivery to the Franchisee's outlet or pickup at a local FedEx office.
• 2.2 Delivery method will be confirmed by Franchisee prior to shipment.

3. PAYMENT

• 3.1Franchisee agrees to reimburse Company for the cost of the initial inventory order, including shipping costs.
• 3.2Franchisee agrees that all costs will be reimbursed via ACH transfer, as detailed in Schedule 3 of the Best Brains Franchise Agreement.

IN WITNESS HEREOF, the parties have executed this Agreement on the date set forth above.

WHEREAS, the Franchisee and/or the Franchisee's principals have executed a franchise agreement (the "Franchise Agreement") with Best Brains, Inc., an Illinois corporation (the "Franchisor"), for the operation of a Best Brains business at the Premises, and as a requirement thereof, the Lease for the Premises must include the provisions contained in this Rider; and

WHEREAS, Landlord, Franchisor and the Franchisee agree that the terms contained herein shall supersede any terms to the contrary set forth in the Lease;

NOW THEREFORE, in consideration of mutual covenants set forth herein, the execution and delivery of the Lease, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord, Franchisor and the Franchisee hereby agree as follows:

NOW THEREFORE, in consideration of mutual covenants set forth herein, the execution and delivery of the Lease, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord, Franchisor and the Franchisee hereby agree as follows:

• 1. The Premises may be used only for the operation of a Best Brains business.
• 1. Landlord shall deliver to the Franchisor a copy of any notice of default or termination of the Lease at the same time such notice is delivered to the Franchisee, but no later than thirty (30) days before a termination of the Lease would become effective.
• 1. The Franchisor shall have the right, but not the obligation, upon giving prior written notice of its election to the Franchisee and Landlord, to enter the Premises to cure any breach of the Lease, and if so stated in the notice, to also succeed to the Franchisee's rights, title, and interests thereunder.
• 1. Notwithstanding anything to the contrary contained in the Lease, and subject to Paragraph 1 of this Rider, the Franchisee shall have the absolute right to sublet, assign or otherwise transfer its interest in the Lease to the Franchisor or its affiliate, or to a company with which the Franchisee or the Franchisor may merge or consolidate, without Landlord's approval, written or otherwise, without any increase in rent (except as provided in the Lease), without a material change in any other terms of the Lease, and without execution of any additional guaranty of the obligations under the assigned Lease.
• 1. Subject to Paragraph 1 of this Rider, the Franchisee shall, if requested by the Franchisor, assign to the Franchisor (or its affiliate or to a company with which the Franchisee or the Franchisor may merge or consolidate), and Landlord hereby irrevocably and unconditionally consents to such assignment, all of the Franchisee's rights, title, and interest to and under the Lease upon (i) any termination of the Lease or the Franchise Agreement or (ii) if no subsequent Franchise Agreement is executed; but no such assignment shall be effective unless: (a) the Franchise Agreement is terminated or expires without execution of a renewal Franchise Agreement; and (b) the Franchisor (or its affiliate or a company with

arising out of the Lease and the reliance upon the Franchisor's or Landlord's representations regarding the Franchisee's status, the status of the Franchisor or the status of the Franchise Agreement.

• 1. Landlord shall make available to the Franchisor all information which it collects or produces related to sales of the Best Brains business and the way in which the Best Brains business is operated. The Franchisee consents to Landlord providing all such information to the Franchisor.
• 1. Copies of any and all notices required or permitted hereby or by the Lease shall also be sent to the Franchisor at 135 E. Algonquin Road, Suite B, Arlington Heights, Illinois 60005, Attn: President or such other address as the Franchisor shall specify by written notice to Landlord. Any and all notices to Landlord shall be to the address contained in the Lease or such other address as the Landlord shall specify by written notice to Franchisor.
• 1. Landlord and Franchisee acknowledge that Franchisor (or its affiliate or a company with which the Franchisee or the Franchisor may merge or consolidate) is an intended third party beneficiary of the Lease and shall be entitled to enforce any provisions set forth herein benefiting Franchisor (or its affiliate or a company with which the Franchisee or the Franchisor may merge or consolidate), subject to the conditions set forth in this Rider.
• 1. Under the Franchise Agreement, any lease or any modification or rene

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