Under what condition are the initial fees and payments deferred for a Best Brains franchise?

[Item 23: RECEIPTS]

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.

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