Are all Owners required to execute the Guaranty and Assumption of Obligations for a Boulder Designs franchise?

I own a beneficial interest in the Franchisee, and would be considered an "Owner" within the definition contained in Franchise Agreement.

I understand that, were it not for this Guaranty and Assumption of Obligation ("Guaranty"), Franchisor would not have agreed to enter into the Franchise Agreement with the Franchisee.

I will comply with all of the provisions contained in Article 7 of the Franchise Agreement concerning the use of the Confidential Information.

I will maintain the confidentiality of all Confidential Information disclosed to me.

I agree to use the Confidential Information only for the purposes authorized under the Franchise Agreement.

I further agree not to disclose any of the Confidential Information, except (a) to the Franchisee's employees on a need to know basis, (b) to the Franchisee's and my legal and tax professionals to the extent necessary for me to meet my legal obligations, and (c) as otherwise may be required by law.

I will comply with all of the provisions contained in Article 18 of the Franchise Agreement concerning the assignment of my interests in the Franchisee.

While I am an "Owner" of the Franchisee and, for a two-year period after I cease to be an Owner (or two years after termination or expiration of the Franchise Agreement, whichever occurs first), I will not:

• 6.1 divert or attempt to divert any present or prospective customer of any BOULDER DESIGNS franchises to any competitor or do anything to harm the goodwill associated with the Marks and the System;

• 6.2 employ or seek to employ any person who is or has been within the previous 30 days employed by Franchisor or an Affiliate of Franchisor as a salaried managerial employee, or induce such person to leave his or her employment; or

• 6.3 own, maintain, advise, operate, engage in, be employed by, make loans to, invest in, provide any assistance to, or have any interest in (as owner or otherwise) or relationship or association with, any business conducting landscape architecture or outdoor living construction services, other than another Boulder Designs franchise operated pursuant to a valid franchise agreement with Franchisor.

This restriction shall apply, while I am an Owner, to any location within the United States, its territories or commonwealths, or any other country, province, state or geographic area in which Franchisor or its Affiliates have used, sought registration of or registered the Marks or similar marks or operate or license others to operate a business under the Marks or similar marks.

It will apply for two years after I cease to be an Owner (or two years after termination or expiration of the Franchise Agreement, whichever occurs first) to any location that is, or is intended to be, located in the Territory (as defined in the Franchise Agreement) or market area of any other business operating under the Boulder Designs System and Marks.

If the two-year restrictive period would be unenforceable under applicable law as an unreasonable restraint of trade, then such restriction is modified to prohibit you and each Owner, as applicable, from soliciting or providing services, during said two-year period, to any client previously serviced by the Franchised Business.

This two-year restriction will be tolled during any period of my noncompliance.

I agree that the provisions contained in Article 23 of the Franchise Agreement will apply to any dispute arising out of or relating to this Guaranty.

If Franchisor brings any legal action to enforce its rights under this Guaranty, I will reimburse Franchisor its reasonable attorneys' fees and costs.

I hereby guarantee the prompt and full payment of all amounts owed by the Franchisee under the Franchise Agreement.

Boulder Designs® 1 Exhibit 3

• 1. I will pay all amounts due under this Guaranty within 14 days after receiving notice from Franchisor that the Franchisee has failed to make the required payment. I understand and agree that Franchisor need not exhaust its remedies against the Franchisee before seeking recovery from me under this Guaranty.
• 1. No modification, change, impairment, or suspension of any of Franchisor's rights or remedies shall in any way affect any of my obligations under this Guaranty. If the Franchisee has pledged other security or if one or more other persons have personally guaranteed performance of the Franchisee's obligations, I agree that Franchisor's release of such security will not affect my liability under this Guaranty.
• 1. I WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, INVOLVING FRANCHISOR, WHICH ARISES OUT OF OR IS RELATED IN ANY WAY TO THE FRANCHISE AGREEMENT AND/OR THE PERFORMANCE OF ANY PARTY UNDER THE FRANCHISE AGREEMENT.
• 1. I understand that Franchisor's rights under this Guaranty shall be in addition to, and not in lieu of, any other rights or remedies available to Franchisor under applicable law.
• 1. I agree that any notices required to be delivered to me will be deemed delivered at the time delivered by hand; one Business Day after electronically confirmed transmission by other electronic system; one Business Day after delivery by Express Mail or other recognized, reputable overnight courier; or three Business Days after placement in the United States Mail by Registered or Certified Mail, Return Receipt Requested, postage prepaid and addressed to the address identified on the signature line below. I may change this address only by delivering to Franchisor written notice of the change.

Source: Item 22 — CONTRACTS (FDD page 50)