t 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. Vice President. In the absence of the President or upon his or her death, inability or willful refusal to act, the Vice President will perform all the duties of the President, and when so acting, has all the powers of and be subject to all the restrictions upon the President. The Vice President will, along with the President, Secretary and Treasurer generally supervise and control all of the business affairs of the DMA Cooperative. The Vice President will perform such other duties as from time to time may be assigned to them by the President or the Members.
• Section 7. Secretary. The Secretary will along with the President, the Vice President and the Treasurer generally supervise and control all of the business affairs of the DMA Cooperative. The Secretary will further: (a) keep the minutes of the meetings of the Members; (b) see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law; (c) be custodian of the corporate records and of the seal of the DMA Cooperative, and see that the seal of the DMA Cooperative is affixed to all documents as may be necessary or appropriate; and (d) in general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be designated to him or her by the President or the Members.
• Section 8. Treasurer. If required by the Members, the Treasurer will obtain a bond for the faithful discharge of his or her duties in such sum, and with such surety or sureties, as the Members determine. The Treasurer will, along with the President, Vice President and Secretary, generally supervise and control all of the business affairs of the DMA Cooperative. The Treasurer will further: (a) have charge and custody of, and be responsible for, all funds of the DMA Cooperative from any source whatsoever, and deposit all such moneys in the name of the DMA Cooperative at Bank of America, N.A.; (b) disburse the funds of the DMA Cooperative, as may be ordered by the Members, taking proper vouchers for the disbursements, and render to the President and Members an account of all his or her transactions as Treasurer and of the financial condition of the DMA Cooperative; (c) collect all Members' contributions and provide an annual accounting of the DMA Cooperative's use of the contributions to the Franchisor and the Members; (d) notify the Franchisor if any Member fails to make 2 or more consecutive monthly contributions to the DMA Cooperative as required by the terms of the DMA Membership Agreement; and (e) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Members.

ARTICLE 6 Order of Business

Unless changed or suspended at any meeting by the vote of a majority of the Members, the order of business of all meetings of the Members shall be as follows:

• 1. Reading of Minutes of Last Meeting.
• 1. Report of Officers.
• 1. Financial Report of Treasurer.
• 1. Unfinished Business.
• 1. New or Miscellaneous Business.
• 1. Elections (when appropriate).

ARTICLE 7 Checks

All checks or demands for money and notes of the DMA Cooperative shall be signed by 2 officers of the DMA Cooperative, one of whom is the Treasurer.

ARTICLE 8 Fiscal Year

The Officers will, by resolution, fix the fiscal year of the DMA Cooperative.

ARTICLE 9 Amendments

The power to alter, amend, or repeal these Bylaws or adopt new Bylaws is vested in the Members provided, however, that all proposed changes, amendments, alterations, and revisions that affect the interests of the Franchisor, must also be approved by the Franchisor before their adoption by the Members.

EXHIBIT B

ADVERTISING SUBMISSION AGREEMENT

On, the undersigned,, of the DMA Cooperative, has submitted to Stretch Zone Franchising, LLC, a Florida limited liability company (the "Franchisor") certain advertising materials (the "Proposed Advertising") which, by the terms of the Franchise Agreements entered The Proposed Advertising includes all electronic media (cable, radio and television). into by the Members and the Franchisor, must be approved by the Franchisor before their use. under trademark, copyright and trade secret laws. The undersigned acknowledges and agrees that upon submission of the Proposed Advertising for approval by the Franchisor, the undersigned grants and assigns to the Franchisor all rights in and to all or any part of the Proposed Advertising and any revisions to the Proposed Advertising. These rights include the exclusive right to demand changes or modifications to the Proposed Advertising, as well as ownership of all intellectual property rights, including such rights from deviating therefrom in any way. The Franchisor grants the undersigned a non-exclusive license to use the Proposed Advertising solely in accordance with all of the policies and procedures established by Franchisor with respect to the content, quality, style or approval of the Proposed Advertising and to refrain The undersigned, by affixing its signature hereto, acknowledges and agrees to all of the terms and conditions contained herein.

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