What are the franchisee's obligations regarding pre-opening purchases/leases for Learningrx (Item 9) and how do these relate to the franchisor's computer system requirements (Item 11)?

| | Section in Area | | Obligation | | | | Developer Agreement | | | | | a. Site selection and acquisition/lease if any | Section 5 | 11 | | b. Pre-opening purchases/leases | Not applicable | Not applicable | | c. Site development and other pre-opening requirements | Sections 4 & 5 | 11 | We do not currently require you to purchase any particular computer brand to establish or operate your business, but we do specify the standards for computer and communication equipment and Internet access, and we require you, at your expense, to have or purchase at least 1 computer system (we recommend that you have or purchase 2 systems) which has been specified by us as capable of running the software necessary for the operation of your Center, as provided in the Operations Manual. We estimate that the cost of the computer system(s) is between $4,000.00 and $6,000.00 and may be purchased from any computer reseller. Other equipment for running a digital Brain Lab® and for trainers to use the Training Management System will also be needed. You must utilize our proprietary software consisting of a contact manager, student tracking, and accounting software. You will be required to use a specific accounting software designated by us for entry of all income and expenses for your Center. You may be required to pay a fee directly to the accounting software company for this accounting software. If you are required to pay a fee directly to the accounting software company in order to use the software, then you must keep an active payment method on file or Franchisor will make the payment if not made on time and your Center will be charged for Franchisor's payment and fined in accordance with the Operations Manual. The cost for these technologies ("Technology Fee") is from $1,800.00 to $2,400.00 (depending on the size of your territory) per year and is payable in four equal installments due on the 1st day of the 1st quarter you are open for business for the prior quarter. You are solely responsible for protecting yourself from viruses, computer hackers, and other communications and computer-related problems, and you may not sue us for any harm caused by such computer-related problems. You must also take reasonable steps to verify that any person or entity upon whom you rely is reasonably protected. This may include establishing firewalls, access code protection, anti-virus systems, and use of backup systems.

We require you, at your expense, to obtain Internet access, per the current standards listed in the Operations Manual, in order for us to access the system remotely as well as receive daily communication records from your Center's system.