r modification of this Agreement is valid unless it is in writing, making specific reference to amending this Agreement and signed by all of the parties.

• (b) No Waiver. No waiver of any breach of any condition in this Agreement constitutes a waiver of any later breach.
• (c) No Other Agreements. There are no verbal understandings between the parties. All conditions of the relationship between the parties are set forth in this Agreement, the Bylaws and the Franchise Agreement.
• (d) Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the state in which the DMA is located, which law shall govern upon a conflict of laws.
• (e) Unenforceability. The invalidity or unenforceability of any particular provision of this Agreement does not affect the other provisions. This Agreement will be construed in all respects as if the invalid or unenforceable provisions were omitted.
• (f) Binding Effect/Assignment. This Agreement becomes binding and inures to the benefit of the parties, its heirs, successors and assigns. The Franchisor reserves the right to assign, pledge, hypothecate or transfer this Agreement, or its interests in this Agreement, provided that the Member's rights and privileges granted in this Agreement are not affected. The Member can not assign or transfer this Agreement without the Franchisor's prior written consent.

[SIGANTURE PAGE FOLLOWS]

The parties have signed this Agreement the day and year first above written.

Stretch Zone Franchising, LLC Tony Zaccario, CEO and President COOPERATIVE: DMA Stretch Zone Regional Cooperative Its: MEMBER:

EXHIBIT A

BYLAWS FOR ___________________________ DMA COOPERATIVE (an Unincorporated Association)

ARTICLE 1 Statement of Purpose

ARTICLE 2 Offices

The DMA Cooperative may have such offices within the boundaries the DMA as may be designated for the business of the DMA Cooperative.

ARTICLE 3 Membership and Contributions

• Section 1. Qualifications. All Franchised Outlet Members must be Franchisees under a Franchise Agreement with the Franchisor and currently not in default under their respective Franchise Agreement (the "Franchise Agreement") and be a party to a DMA Membership Agreement among the Franchisor, the DMA Cooperative and the Member.
• Section 2. Voting Rights. Each Member is entitled to 1 vote per Franchise Business owned on each matter submitted to a vote of the Members.
• Section 3. Matters on Which Members Are Entitled to Vote. Each Member is entitled to vote on all matters affecting: (a) the allocation of funds for advertising in the DMA; (2) the nature and type of advertising to be placed by the DMA Cooperative; (3) all matters affecting the use of funds and the placement of advertising; (4) determination of increases in Members' contributions; (5) amendment of these Bylaws; (6) the dissolution of the DMA Cooperative; and (7) the election of the Officers. The Officers will decide all other matters with respect to the operation of the DMA Cooperative and the contracting for the production and placement of advertising.

Section 4. Termination of Membership. Membership will be terminated: (a) at the time as a Member transfers, sells, assigns or otherwise disposes of its Franchise; (b) its Franchise Agreement with the Franchisor is terminated or expires; or (c) the Member otherwise ceases to be a Stretch Zone Franchisee in good standing with the Franchisor.

ARTICLE 4 Meetings of Members

• Section 1. Regular Meetings. The regular meetings of the Members will be held at a time and place as the Members determine for the transaction of any business as may come before the meeting. The Members may provide, by resolution, the time and place, for the holding of additional regular meetings without notice other than the notice provided by the resolution.
• Section 2. Special Meetings. Special meetings of the Members may be called by or at the request of a majority of the Members. The person or persons authorized to call special meetings of the Members may fix any time and place, as the place for holding any special meeting called by them.
• Section 3. Notice. Notice of any special meeting will be given at least 7 days before the meeting by written notice delivered personally or mailed to each Member at his, her or its business address or by e-mail. If mailed, the notice is deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If e-mailed, the recipient must acknowledge receipt by reply e-mail. The notice of any special meeting will set forth the purpose, time and place of the meeting. Any Member may waive notice of any meeting. The attendance of a Member at a meeting constitutes a waiver of notice of the meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because that meeting is not lawfully called or convened.
• Section 4. Quorum. A majority of the number of the Members of the DMA Cooperative attending a meeting constitutes a quorum for the transaction of business at any meeting of the Members. If less than such majority is present at a meeting, a majority of the Members present may adjourn the meeting from time to time without further notice.
• Section 5. Proxies. Any Member unable to attend a meeting of the Members may provide a written proxy granting another Member the right to vote for the absent Member on a particular issue or at a particular meeting of the DMA Cooperative. No proxy is valid for more than 30 days and must be in writing, signed and dated by the Member granting said proxy.

ARTICLE 5 Officers

• Section 1. Number. The officers of the DMA Cooperative are a President, a Vice President, a Secretary and Treasurer, each of whom will be elected by the Members. Other officers and assistant officers as may be deemed necessary may be elected or appointed by the Members. Any 2 or more offices may be held by the same person except the offices of President and Secretary.
• Section 2. Election and Term of Office. The officers of the DMA Cooperative will be initially elected at the organizational meeting of the Members and at future meetings preceding the expiration of the officer's terms of office. The term of office for each officer is 1 year. Each officer will hold office until his or her successor has been duly elected and has been qualified, or until his or her death, or until he or she resigns or has been removed in the manner provided in

this Agreement.

• Section 3. Removal. The Members may remove any officer whenever in their judgment the best interests of the DMA Cooperative would be served, but removal is without prejudice to the contract rights, if any, of the person so removed.
• Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Members for the unexpired portion of the term.
• Section 5. President. The President is the principal executive officer of the DMA Cooperative and, along with the Vice President, Secretary and Treasurer generally supervises and controls all of the routine business affairs of the DMA Cooperative. He or she will perform all duties incident to the office of President and such other duties as may be prescribed by the Members from time to time.
• Section 6.

Source: Item 3 — Franchisee/Debtor's Warranties. (FDD pages 263–364)