reement Signed | | | | | But Franchise Not | | | | | Opened | | |

FRANCHISE AGREEMENT

WITNESSETH:

WHEREAS, COMPANY has expended time, effort, and money to develop a uniform and standardized system (the "System") for the operation of Brain Balance® Centers (the "Center(s)"), which offer the Brain Balance Program®, a non-medical method of assessment and program development for individuals with developmental delays resulting from neurological and physiological imbalances using certain technology (the "Licensed Technology") (the "Business"), under the trade names and service marks "Brain Balance Program®", "Brain Balance®" with logo, and Brain Balance®" " ("Brain Balance Program®", "Brain Balance®" with logo, and Brain Balance®", and such other trade names, trademarks, service names, logos, copyrights, and other service marks now or hereafter used by COMPANY in connection with the System are hereinafter referred to as the "Marks"); and

WHEREAS, COMPANY's System includes a business strategy utilizing training methods, methodology, protocols, Licensed Technology, promotional programs, uniform standards, a confidential Operations Manual (as hereinafter defined), and other information, items, and experience that benefit the operation of the Business; and

WHEREAS, FRANCHISEE acknowledges that the Business, operated in accordance with the System and utilizing the Marks has acquired distinctive and valuable goodwill among the public; and

WHEREAS, FRANCHISEE desires to enter into the Business, to be operated in accordance with the System and utilizing the Marks, all subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, it is agreed:

1. GRANT OF FRANCHISE

1.01. COMPANY hereby grants to FRANCHISEE and FRANCHISEE hereby accepts the right, license, privilege, and franchise of utilizing the Marks, the Licensed Technology, and System to establish a single Brain Balance® Center and to operate the Business therein, all, subject to the terms and conditions of this Agreement solely within the territory described in Schedule I attached hereto (the "Territory"), at a specific location to be approved in writing by

COMPANY, which approval shall not be unreasonably withheld (the "Franchise"). The operation of the Business pursuant to the Franchise is hereinafter referred to as the "Franchised Business."

• 1.02. The Franchise granted herein is for the operation of a Brain Balance® Center franchise under the trade names and service marks "Brain Balance Program®" and "Brain Balance®" with logo, which shall specialize in a non-medical program designed to help children with developmental delays resulting from neurological and physiological imbalances.
• 1.03. The Franchise granted herein does not grant FRANCHISEE the right to engage in any business other than the Franchised Business, whether said business is conducted within or without the Territory or under the Marks or under any other name or mark.

2. USE OF NAME

• 2.01. FRANCHISEE is granted the right to use, and FRANCHISEE agrees to use, the words "Brain Balance®" as part of its trade or business name, in the exact manner and style set forth on Schedule I (the "Business Name") and as directed by COMPANY. COMPANY reserves the right to direct a change in the manner of use of the Marks by FRANCHISEE, and FRANCHISEE agrees to comply with such directions. FRANCHISEE shall not use the Marks as part of its corporate or limited liability company name without the prior written consent of COMPANY.
• 2.02. FRANCHISEE agrees to obtain COMPANY's prior written approval for all content used by FRANCHISEE on FRANCHISEE's link to COMPANY's Web site.

3. TERRITORY

• 3.01. FRANCHISEE is granted an exclusive right to establish a single location for the Franchised Business in the city, town, or village identified on Schedule I that is located within the Territory. FRANCHISEE may not without COMPANY's prior written consent relocate its Center or open additional centers for the Franchised Business within the Territory.
• 3.02. COMPANY agrees that throughout the term of this Agreement and provided that FRANCHISEE is not in default hereunder, COMPANY will neither operate nor franchise others to operate a Brain Balance® Center within the Territory, or within a designated radius of FRANCHISEE'S Brain Balance® Center. FRANCHISEE acknowledges that COMPANY may market to clients located inside of the Territory or advertise inside of the Territory.
• 3.03. FRANCHISEE acknowledges that the Franchise granted hereunder is limited to the establishment and operation of the Franchised Business in a single location within the Territory. FRANCHISEE may not operate the Franchised Business from an additional location or outside of the Territory unless a separate franchise agreement is signed by the parties and an additional Initial Franchise Fee (as hereinafter defined) is paid by FRANCHISEE to COMPANY.
• 3.04. FRANCHISEE acknowledges that other franchisees and/or affiliates of COMPANY who conduct businesses similar or identical to the Franchised Business under the Marks may market to clients located inside of the Territory or advertise inside of the Territory.

3.05. In the event FRANCHISEE leases office space for the Franchised Business, such lease shall contain a conditional assignment clause, substantially similar to the template provided in Exhibit 5, that shall provide that upon the expiration or sooner termination of this Agreement, for any reason contained herein, the FRANCHISOR or its Affiliates shall have the option, exercisable within thirty (30) days after said expiration or termination, to assume the obligations of the lease, to replace FRANCHISEE and enter into possession under said lease or at any time prior thereto or thereafter to assign or reassign the lease to a third party. In connection therewith, FRANCHISEE shall execute a Conditional Assignment of Lease in the form attached hereto as Exhibit 5 (the "Assignment") pursuant to which Assignment FRANCHISEE has assigned to FRANCHISOR all its right, title, and interest in the lease for the Franchised Business. FRANCHISEE acknowledges that such Assignment is freely assignable by FRANCHISOR to any other person or entity, including any person or entity that may acquire the right to operate a Brain Balance® business in and from said office location or otherwise within the Territory.

4. TERM

• 4.01. Unless otherwise terminated pursuant to the terms and conditions of this Agreement, the initial term of this Agreement shall be for a period of ten (10) years, commencing on the date hereof ("Initial Term").
• 4.02.

Source: Item 22 — CONTRACTS (FDD pages 70–72)