Does the Management Recruiters Franchise Agreement include an agreement to arbitrate franchisee disputes?

Exhibit E Agreement to Arbitrate Franchisee Disputes

(See attached)

AGREEMENT TO ARBITRATE FRANCHISEE DISPUTES

This Agreement is entered into between HQ MRI Corporation ("MRI") and the undersigned Franchisee as of the Effective Date of the Franchise Agreement between the parties.

RECITALS

Franchisee is a Franchisee of MRI and signatory to the Franchise Agreement to which this Exhibit E is appended.

Franchisee and the entire MRINetwork benefit if disputes between Franchisees relating to the operations of MRINetwork Franchise Businesses are resolved by arbitration instead of litigation.

AGREEMENTS

The parties agree as follows:

• 1. Arbitrate. Franchisee will arbitrate all disputes with other MRINetwork Offices arising from or relating to Interoffice Referrals, Remote Recruiters, and other claims relating to the MRINetwork. Franchisee will submit the claim to arbitration in accordance with the then current Arbitration rules provided that all parties have signed the Agreement to Arbitrate.
• 1. Interoffice Split Business Disputes. If Franchisee becomes involved in a situation in which Franchisee's office and another MRINetwork Office(s) are each claiming the right to be paid a fee for the placement of the same candidate with the same client company, they must submit the claim to arbitration. Franchisee agrees and acknowledges that it is critical to the MRINetwork that clients are not subjected to multiple claims by MRINetwork Offices for payment for the same candidate.

The arbitrators will determine if one office's efforts did more to cause the placement. However, the arbitrators may (but need not) apportion the fee between Offices.

If more than one Office is involved in the same dispute relating to a fee, all of the involved Offices that have agreed to arbitration of disputes shall participate in the same arbitration, to avoid inconsistent results.

1. Remote Recruiters. If Franchisee becomes involved in a dispute over the hiring of a remote recruiter by another Franchisee within an exclusive territory, and the territory owner claims that the remote recruiter is violating the MRI Remote Recruiter guidelines, they must submit the claim to arbitration in accordance with the then current Arbitration rules provided that all parties have signed the Agreement to Arbitrate.

The arbitrators will determine if the hiring office complied with the MRINetwork guidelines regarding remote recruiters and will determine what, if any, steps must be taken by the hiring office to correct any improper operations of the remote recruiter activities. The arbitrators' decision will be binding on Franchisee.

• 1. Failure/Refusal to Arbitrate. If Franchisee fails or refuses to participate in an Arbitration that involves Franchisee's office, the dispute will be submitted to the arbitrators without Franchisee's statement of facts or other input and the arbitrators' decision shall be binding upon Franchisee.
• 1. Excluded Disputes. This Agreement does not apply to disputes between Franchisee and MRI that are subject to the Dispute Resolution procedures described in the Franchise Agreement between Franchisee and MRI or to disputes among the owners of a single franchise or to disputes between offices relating to the hiring of current or former employees.
• 1. An award rendered by a majority of the arbitrators shall be final and judgment may be entered upon it in any court having competent jurisdiction.
• 1. Franchisee shall not bring any litigation, arbitration, administrative action or any other action of any nature against any arbitrator arising from or relating to any arbitration decision involving Franchisee's Office.

This Agreement shall continue in effect until the parties mutually agree in writing to modify or terminate it.

Source: Item 22 — CONTRACTS (FDD pages 66–67)