Does the Management Recruiters Franchise Agreement include a franchise payroll funding agreement?

ter hereof and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party. This Agreement and Schedule A may be amended only by a writing executed by the authorized representatives of both parties.

• (c) This Agreement hereunder may not be transferred or assigned by Client without the prior written consent of Hire Quest.
• (d) This Agreement shall be interpreted in accordance with the substantive laws of the State of South Carolina.

IN WITNESS WHEREOF, the parties have set their hands and seals this [DATE].

| WITNESSES: | HQ MRI Corporation | |------------|-----------------------| | | By: | | | Its: | | | CLIENT: | | | By: | | | Its: |

Exhibit C Franchise Payroll Funding Agreement

(See attached)

FRANCHISE PAYROLL FUNDING AGREEMENT

The following FRANCHISE TEMPORARY AND CONTRACT STAFFING PAYROLL FUNDING AGREEMENT (hereafter, "Agreement"), dated this [Effective Date]. is executed between HQ MRI Corporation (together with its affiliates "Hire Quest") and [Franchisee] ("Franchisee"); and hereby acknowledges the following terms and conditions:

RECITALS

WHEREAS, pursuant to that certain Franchise Agreement executed by and between Franchisor and Franchisee dated [date] (the "Franchise Agreement"), Franchisee utilizes Hire Quest's proprietary software for processing Contract Staffing Payroll and invoices; and

WHEREAS, Hire Quest relies on the accuracy of the information received from Franchisee in order to process payroll and invoices; and

WHEREAS, pursuant to the Franchise Agreement, Franchisee is ultimately responsible for obligations related to payroll, taxes and invoicing or such other economic considerations which generate during day-to-day business practices; and

WHEREAS, Franchisee may utilize Hire Quest's proprietary Direct Deposit system/software and Hire Quest may facilitate use of Payroll Solutions Cards; and

WHEREAS, Hire Quest funds the Direct Deposit system and Payroll Solutions Cards;

THEREFORE, the following Agreement is entered into by Franchisee and Hire Quest in exchange for good and valuable consideration, including mutual reciprocal promises, receipt of which is expressly acknowledged by the parties, and for other mutual promises as set forth in the Franchise Agreement.

AGREEMENT TERMS

1. Payroll Funding Agreement:

a. During the term of the Franchise Agreement, Hire Quest will provide Franchisee and certain members of Franchisee's internal staff access to proprietary software which Franchisee shall utilize to convey confidential information and figures to Hire Quest ("Proprietary Software"). Such information shall be utilized by Hire Quest for processing payroll, taxes, liens, garnishments, invoices and other economic obligations for the benefit of Franchisee. The information entered into the Proprietary Software by Franchisee shall be reviewed by Franchisee prior to submission. Franchisee warrants that such information will be accurate and complete.

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