Action Coach 2013 PDF

ActionCOACH business coaching
EXHIBIT D
To
BUSINESS COACH
FRANCHISE DISCLOSURE DOCUMENT
NOMINATED BUSINESS COACH AGREEMENT
Business Coach FDD-09/12

COACH
business coaching
NOMINATED BUSINESS COACH

AGREEMENT
For
O The FIRM
O The Practice (5 Year)
O The Practice (Premium)
Nominated Business Coach Agreement -09/12

Nominated Business Coach Agreement
This Agreement is entered into effective as of [date] between and among [Name of Franchise
Owner] ( Franchise Owner) [Name of Nominated Business Coach] ( NBC ) and [Name of Master
Licensee] ( Master Licensee )
RECITALS
A Franchise Owner is a franchisee of Master Licensee with respect to either (i) an individual
ActionCOACH business coaching franchise under a Practice Business Coach Franchise
Agreement ( BCFA ) or (ii) as FIRM business coaching franchise under a FIRM Business
Coach Agreement The Practice or FIRM at issue is referred to as the Franchise Agreement
B Both the Firm Franchise Agreement and the Practice Business Coach Franchise Agreement
permits only one (1) person at a time to act provide Coaching Services to Clients of the
Business as a Nominated Business Coach and permits the Franchise Owner under certain
circumstances to appoint a Nominated Business Coach in lieu of Franchise Owner
C Franchise Owner wishes to appoint NBC as Nominated Business Coach under the Franchise
Agreement effective as of fAppointment Datel ( Appointment Date )
D Master Licensee has approved the appointment of NBC and NBC has either completed the
training required by ActionCOACH North America LLC ( Franchisor) or will complete such
training prior to providing any Coaching Services under the Franchise Agreement
The parties agree as follows
DEFINITIONS
11 Unless otherwise defined in this Agreement all capitalized terms used in this Agreement have
the same meaning as in the Franchise Agreement
APPOINTMENT AND AUTHORITY
21 Franchise Owner appoints NBC as the Nominated Business Coach for the Business effective as
of the Appointment Date
22 Effective as of the Appointment Date NBC shall have full responsibility for all operations of
the Business and shall have the authority to speak for and bind Franchise Owner in any
dealings with Master Licensee or Franchisor
FRANCHISE OWNER'S OBLIGATIONS
31 Franchise Owner shall
(a) ensure that NBC is at all times trained at the cost of Franchise Owner in the
delivery of the Coaching Services to the reasonable satisfaction of Master
Licensee and Franchisor and
(b) ensure that NBC delivers the Coaching Services strictly in accordance with
the System, including the Manuals and strictly in accordance with the
requirements of the Franchise Agreement
32 Franchise Owner shall compensate NBC for his or her services as separately arranged
between them The form of the arrangement must generally conform to Franchisors then-
current remuneration model or as otherwise agreed in writing by Master Licensee
33 Franchise Owner acknowledges that its indemnity obligation under the Franchise Agreement
applies to any loss or claim suffered by Master Licensee Franchisor or ActionCOACH IPCo
Ltd (which together with Franchisor shall be collectively referred to as Licensor) or any of their
respective affiliates in consequence of
(a) NBC not strictly observing or performing his or her obligations under this
Agreement or
(b) NBCs acts omissions or activities in the delivery of the Coaching

Services to Clients
NBC'S OBLIGATIONS
41 NBC acknowledges that (i) as the Nominated Business Coach for the Business he or she
will be given access to the System (ii) the contents of the System are confidential and are
proprietary to Licensor and (iii) Franchise Owner has been licensed by Master Licensee to
use the System subject to the terms of the Franchise Agreement NBC represents that he or she
has received and read a copy of the Franchise Agreement and agrees to be bound by its
provisions
42 Personal Liability
(a) NBC agrees to be personally bound by all provisions of the Franchise

Agreement relating to confidentiality (§ 15 Franchise Agreement) non
competition (§ 16 Franchise Agreement), restrictions on transfer (§ 20
Franchise Agreement) and dispute resolution (§ 22 Franchise Agreement)
(b) NBC agrees that he or she must not
(i) use the Confidential Infomnation for any purpose other than
carrying out his or her obligations under this Agreement and the
Franchise Agreement or
(ii) appropriate copy memorize or in any manner reproduce

any of the Confidential Information except to the extent
required to carry out NBCs obligations under ttxs Agreement
and the Franchise Agreement
(c) NBC agrees that (i) with respect to NBC the two (2) year period specified in
Section 16 2 of the Franchise Agreement shall run from the date on which
NBC ends his or her association with Franchise Owner and (ii) the non
competition obligations imposed by Section 16 of the Franchise Agreement
are reasonable as to duration geographical area and restrained conduct and
extend no further than is reasonably necessary to protect the legitimate
interests of Franchise Owner Master Licensee Franchisor and Licensor NBC
represents that such restrictions will not prevent NBC from earning a living after
ending NBC s association with Franchise Owner
(d) Nothing in this Section 4 2 is intended to impose an obligation on NBC to

keep confidential any information that is generally known or publicly available
other than as a result of a breach by the NBC of his or her obligations under this
section
(e) NBC specifically acknowledges that
(i) damages are not a sufficient remedy for any breach of this
section
(ii) Franchise Owner Master Licensee Franchisor and Licensor

are entitled to specific performance or injunctive relief (as
appropriate) as a remedy for any breach or threatened breach
by the NBC or any person to whom the NBC has disclosed
Confidential Information and
(ill) these remedies are in addition to any other remedies available

either at law or in equity
43 Compliance with Manuals
NBC must carry out his or her activities as the Nominated Business Coach for the Business in
accordance with the methods and procedures prescribed in the Manuals and in all supplemental
bulletins and notices from Master Licensee or Franchisor NBC acknowledges that compliance with
the System and the Manuals is essential to preserve maintain and enhance the reputation and
goodwill built by the System
NBC'S OBLIGATIONS ON TERMINATION
51 No Further Involvement
NBC agrees that he or she will not provide Coaching Services to Clients of the Business after the
end of NBCs service as Nominated Business Coach under the Franchise Agreement
52 Confidentiality and Non-Competition
NBC acknowledges his or her personal obligations under the Franchise Agreement particularly
those in relation to confidentiality and non-com petition (Sections 15 and 16) and agrees to continue to
comply with such obligations after the end of NBC s service as Nominated Business Coach under the
Franchise Agreement During the Term of this Agreement you may not either directly or indirectly
through any other person or entity participate in be employed by act as a coach to provide financial
assistance to or acquire any interest in any business that offers business coaching and mentoring
services ( Competing Business") to clients in the U S A This restriction in Section 16 1 will also apply for
a continuous two (2) year period after the expiration or termination of this Agreement or after a transfer
approved under Section 20 but only as to clients in the Master Licensees Territory and within one
hundred (100) miles of the Master Licensee's Territory In addition for two (2) years after the expiration
termination or approved transfer of this Agreement you will not solicit for the benefit of any Competing
Business any person who was a Client of the Business during the two (2) years immediately before
expiration termination, or transfer Dunng the term of this Agreement and for a continuous two (2) year
period after its expiration or termination or after a transfer approved under Section 20 you may not
employ or otherwise interfere with the employment relationship of any person who is employed by
Licensor Franchisor or Master Licensee In the event of a breach of the provisions of Sections 15 or 16
of the Franchise Agreement or this Section 5 2 Franchisor shall be entitled to liquidated damages from
you in the amount of Two Hundred Fifty Thousand Dollars (US$250 000 00) You expressly agree that
this amount is not a penalty but a reasonable estimate of the damages that would result from any such
breach In the event that legal action becomes necessary for the enforcement of any of the provisions of
Sections 15 or 16 of the Franchise Agreement or this Section 5 2 or to collect the liquidated damages
provided herein the prevailing party shall receive in addition to any other damages or relief awarded its
reasonable attorney s fees together with appropriate costs and interest You agree that in the event of a
breach of any of the provisions of Sections 15 or 16 Franchisor shall be entitled to recover injunctive
relief as well as liquidated damages and that the liquidated damages provision included herein does not
provide' Franchisor with an adequate remedy at law for any such breaches which you may commit If a
court or arbitrator determines that any restnction or provision in this Section 16 stnctly applied would be
invalid or unenforceable then the restriction or provision will be deemed modified to the extent necessary
(but only to that extent) to make it valid and enforceable If a dispute regarding enforceability of Section
16 2 or 16 3 IS resolved in favor of Master Licensee and Franchisor the two (2) year period (or the period
deemed to be reasonable by the court or arbitrator) will run from the date of the order permitting its
enforcement
GENERAL PROVISIONS
61 No Waiver
No provision of this Agreement may be waived or varied except in writing signed by the party who is to
be bound None of the following things will preclude Master Licensee from insisting upon strict
compliance by another party with the provisions of this Agreement
(a) Master Licensees failure to take advantage of any default or breach of any
provision of this Agreement
(b) any custom or practice which may develop between the parties
(c) a previous waiver by Master Licensee of a particular breach or
(d) an attempt by Master Licensee to mitigate damages
62 Partial invalidity
If any provision of this Agreement is determined to be void or unenforceable by any court or

arbitrator that determination will not affect any other provision of this Agreement It is the intention of
the parties that if any provision is capable of two constructions, one of which would render the
provision unenforceable and the other of which would render the provision valid then the provision
will have the meaning which renders it valid
63 Governing Law
This Agreement is governed by the laws of the state in which Franchisor has its principal office
64 Further Assurance
Each party must do sign execute and deliver all acts and documents reasonably required of it or
them by notice from another party effectively to carry out and give full effect to this Agreement and
the rights and obligations of the parties under it
FRANCHISE OWNER - [Name of Franchise Owner]
Printed Name SIGNED
Printed Name SIGNED
NBC - [Name of Nominated Business Coacti]
Printed Name SIGNED
MASTER LICENSEE - [Name of Master Licensee]
Printed Name SIGNED

ACtionCOACH business coaching
EXHIBIT E
To
BUSINESS COACH
NONDISCLOSURE AND NONCOMPETE AGREEMENT

This Agreement is entered into on [Date] between [Name of Franchisee] (referred to as we us

and our") located at [Franchisee s Address] and [Name of Business Coach / Employee] (referred to
as you and your") located at [Business Coach / Employees Address] You are signing this
Agreement in consideration of and as a condition to your association with us and the compensation,
dividends or other payments and benefits you will receive from us
BACKGROUND
We are an ActionCOACH Business Coach franchisee of [Name of Master Licensee] ( Master
Licensee ) under a Business Coach Franchise Agreement dated fPatel We have a license to
use the Marks the System and the Confidential Information owned by ActionCOACH IPCo Ltd and
licensed to ActionCOACH North America LLC (collectively Licensof) Master Licensee
recognizes that in order to effectively operate our business we must give our business
coaches and employees access to certain confidential information and trade secrets owned by
Licensor Disclosure of this confidential information and trade secrets to unauthorized persons
or Its use for any purpose other than the operation of our business would harm us Master
Licensee Licensor other franchise owners and ActionCOACH North America LLC
( Franchisor") Accordingly Master Licensee requires us to have you sign this Agreement
AGREEMENT
1 As used in this Agreement Confidential Information means all manuals trade secrets
know how methods training matenals information recruiting techniques accounting
procedures control procedures and marketing techniques relating to the
ActionCOACH business coaching and mentoring business and system In addition
Confidential Information includes all marketing plans advertising plans business plans
financial information client information employee information and other proprietary
information of Licensor Franchisor Master Licensee or us (collectively the Interested
Parties ) that you obtain during your association with us
2 You agree not to disclose any Confidential Information to anyone outside of our organization
(other than the Interested Parties) and not to use any Confidential Information for any
purpose except to carry out your duties as our employee You also agree not to claim any
ownership in or nghts to Confidential Information and not to challenge or contest Licensors
ownership of it These obligations apply both dunng and after your association with us
3 If your association with us ends for any reason you must return to us all records described in
Paragraph 1 all other Confidential Information and any authorized or unauthorized copies of
Confidential Information that you may have in your possession or control You may not
retain any Confidential Information after your association with us ends
4 You may not during your association with us without our pnor written consent
(a) Own operate engage in be employed by act as a consultant to provide

financing or assistance to participate in or have any interest in any
business that offers business coaching and mentoring services ("Competing
Business ) to clients in the U S A or
(b) Divert or attempt to divert any clients or prospective clients to any

Competing Business
5 Paragraph 4 will continue to apply for (a) two (2) years if you are a Business Coach and (b)
one (1) year if you are an Employee after your association with us ends regardless of the
reason that your association with us ends However Paragraph 4(a) will only continue to
apply to businesses operating in the geographic area where you performed work for us
In addition for two (2) years after your association with us ends you may not solicit for
the benefit of any Competing Business any person who was a client of our business during
the two (2) years immediately before your disassociation
6 You may not attempt to circumvent the restrictions in Paragraphs 1 through 5 by engaging in
prohibited activity indirectly through any other person or entity
7 If you breach or threaten to breach any part of this Agreement you agree that we will be
entitled to injunctive relief (without posting bond) as well as a suit for damages
8 If any part of this Agreement is declared invalid for any reason the invalidity will not affect
the remaining provisions of this Agreement If a court finds any provision of this Agreement to
be unreasonable or unenforceable as written you agree that the court may modify the
provision to make it enforceable and that you will abide by the provision as modified
9 This Agreement is independent of any other obligations between us This means that it is
enforceable even if you claim a breach of any other agreement understanding commitment
or promise between you and us
10 You are signing this Agreement not only for our benefit but also for the benefit of Licensor
Franchisor and Master Licensee Licensor Franchisor and Master Licensee have the right to
enforce this Agreement directly against you
11 This IS not an employment agreement Nothing in this Agreement creates or should be

taken as evidence of an agreement or understanding by us express or implied to
continue your association with us for any specified period
12 Your obligations under this Agreement cannot be waived or modified except in writing
13 This Agreement is governed by the laws of the state in which our principal office is located
14 If we have to take legal action to enforce this Agreement, we will be entitled to recover
from you all of our costs including reasonable attorneys fees to the extent that we
prevail on the merits
15 You certify that you have read and fully understood this Agreement and that you entered
into It willingly
EMPLOYEE Witness
Printed Name Printed Name

Date Date
EXHIBIT F
To
BUSINESS COACH
RELEASE
Business Coach FDD - 03/13

RELEASE
THIS RELEASE is executed on [date] by [Name of Franchise Owner] ( Franchisee ) as an express
condition of transfer or renewal of the Business Coach Franchise Agreement dated [date of BCFA]
between [Name of Master Licensee] ( Master Licensee ) and Franchisee
1 Release by Franchisee Franchisee for himself/itself and his/its heirs personal
representatives and all other persons acting on his/its behalf or claiming under him/it (collectively the
"Franchisee Releasors") hereby releases and forever discharges Master Licensee ActionCOACH
North America LLC and ActionCOACH IPCo Ltd and their respective past and present officers
directors shareholders members, parents subsidiaries affiliates, agents employees attorneys
insurers representatives predecessors successors and assigns and each of them from any and
all claims debts liabilities demands obligations costs expenses suits actions and causes of
action of \«hatever nature known or unknown suspected or unsuspected vested or contingent
(collectively "Claims") that the Franchisee Releasors ever had now have, or may in the future
have arising out of or relating to any act, omission or event occurring on or before the date of this
Release
2 Risk of changed facts The Franchisee Releasors understand that the facts in
respect of which the release in Section 1 above is given may turn out to be different from the facts
now known or believed by the parties to be true The Franchisee Releasors hereby accept and
assume the risk of the facts turning out to be different and agree that its release shall nevertheless
be effective in all respects and not subject to termination or rescission by virtue of any such
difference in facts
3 No prior assionment Franchisee represents and warrants that he/she/it is the sole
owner of all Claims and rights released by Franchisee hereunder and that Franchisee has not
assigned or transferred or purported to assign or transfer to any person or entity any Claim released
under Section 1 above
4 Covenant not to sue Franchisee (on behalf of the Franchisee Releasors) covenants
Release-03/13
not to initiate prosecute encourage assist or (except as required by law) participate in any civil
criminal or administrative proceeding or investigation in any court agency or other forum either
affirmatively or by way of cross-claim defense or counterclaim against any person or entity released
under Section 1 above with respect to any Claim released under Section 1 above
5 Complete defense Franchisee (i) acknowledges that this Release shall be a
complete defense to any Claim released under Section 1 above and (ii) consents to the entry of a
temporary or permanent injunction to prevent or end the assertion of any such Claim
6 Authorization The person who executes this Release on behalf of Franchisee
represents and warrants that Franchisee has authorized that person to enter into this Release on
behalf of Franchisee Franchisee represents and warrants that it has the authority to enter into this
Release not only on its own behalf but also on behalf of the other persons and entities to be bound by
Its signature
7 Successors and assigns This Release will mure to the benefit of and bind the
successors assigns heirs and personal representatives of Franchisee
IN WITNESS WHEREOF Franchisee has executed this Release as of the date first above written
FRANCHISEE
Name]
If Franchisee is an entity indicate Position/Title of signatory here]
Release - 03/13
EXHIBIT G
To
BUSINESS COACH
COMPLIANCE QUESTIONNAIRE
Business Coach FDD - 03 13

QUESTIONNAIRE TO BE COMPLETED BEFORE
YOU SIGN THE BUSINESS COACH FRANCHISE AGREEMENT
You are preparing to enter into an ACTIONCOACH Business Coach Franchise Agreement with
Master Licensee { we or us ) The purpose of this Questionnaire is to confirm that you understand
the temis of the contract and that no unauthorized statements or promises have been made to you
Please review each of the following questions and statements carefully and provide honest and
complete responses to each
1 When and where did you have your first face-to-face meeting with our representative(s)'?
Approximate date of first meeting

Place of meeting
Which of our representative{s) have you been dealing with?
Name(s)
Have you personally read the ActionCOACH Business Coach Franchise Disclosure Document
(FDD)?
Yes No
Did you give us a signed receipt for the copy of the FDD that we fumished to you?
Yes No If yes on what date?
Do you understand all of the information contained in the FDD?
Yes No
If not what parts of the FDD do you not understand? (Attach additional pages if necessary )
6 Have you personally read the Business Coach Franchise Agreement (the Agreement)"?
Yes No
7 Do you understand all of the terms of the Agreement"?
Yes No
If not what parts of the Agreement do you not understand"? (Attach additional pages if
necessary)
Has any of our representatives recommended that you have the FDD and agreements
reviewed by an attorney or other professional advisor"?
Yes No
Have you in fact discussed the FDD the agreements and the benefits and risks of
operating an ACTIONCOACH Business Coach franchise with an attorney accountant or
other professional advisor?
Yes No
if yes name and profession of advisor
If No do you wish to have more time to do so?
Yes No
10 In Item 19 of the FDD we have provided a histoncal financial performance representation We

do not authonze our salespeople to provide information conceming the actual or potential
financial performance of a Business Coach franchise beyond what is stated in Item 19 Has
any employee of ActionCOACH North Amenca LLC or Master Licensee or any other person
speaking on our behalf (this does not include Business Coaches whom you contact on your
own) made any statement or representation (oral written or visual) which is inconsistent with
Item
19 regarding
a The amount of money that others have made or that you may earn as a Business
Coach?
Yes No
The revenue that a Business Coach franchise will generate?
Compliance Questionnaire 0313

Yes No
c The costs you may incur in operating the Business Coach franchise"?
Yes No
d Any other financial performance information about Business Coach franchises'?
Yes No
11 If your answer to any part of Question 10 is yes" please describe the statement or
representation Please include when where and by whom the statement or representation
was made Please provide full details in the following space (Attach additional pages, if
necessary)
12 Have you contacted any existing Business Coaches about their financial performance"?
Yes No
13 If your answer to Question 12 is yes please describe the type of information that they
shared with you in the following space (You do not need to identify the Business Coaches
with whom you spoke )
14 Please think about the statements or promises made to you by our employees (or by any
other person purporting to speak on our behalf) concerning the advertisina. marketing,
trainino. support, or assistance that we will furnish to you Were any such statements or
promises contrary to or different from the information contained in the FDD"?
Yes No

15 If you answered Yes to Question 14 please provide full details in the following space
(Attach additional pages if necessary )
16 Before today have you entered into any agreement with us concerning our franchise
opportunity^
Yes No If Yes please describe
17 Have you paid any money to us before today in connection with our franchise opportunity'?
Yes No If Yes please describe
18 In entering into the Agreement are you relying on any statement promise or assurances by
us, or by anyone speaking or purporting to speak on our behalf other than the terms of the
Agreement itself? If Yes please provide full details in the following space (Attach
additional pages if necessary )
19 Would you agree that the success or failure of your Business Coach franchise will depend in
large part upon your own skills and abilities competition from other businesses interest
rates inflation labor and supply costs lease terms and other economic and business
factors'?
Yes No
20 In which state do you reside'?.
21 In which state do you intend to operate the Business Coach franchise'?.
Compliance Questionnaire 03 13
22 Have you selected a specific office location from which you propose to operate the Business
Coach franchise'
Yes No
If yes please specify the location.
23 Do you have personal knowledge of the market area in which you will operate'
Yes No
24 Did you obtain advice from anyone other than our representatives in selecting your market
and/or your office location'
Yes No If yes name of advisor
If not do you wish to have more time to do so'
Yes No
25 Have all of your questions concerning your proposed investment in a Business Coach
franchise been answered to your satisfacton'
Yes No

Please understand that your responses to these questions are important to us and that we will rely
on them By signing this Questionnaire you are representing that you have responded truthfully to
the above questions
FRANCHISE APPLICANT
Date
Compliance Questionnaire 03 13
Cal EA.SI Project (2180-11)
Rec^ \ t Docurnsnis
/
(
i ri, cf
/
/
Document Separator Sheet

^ B
Patch ri
EXHIBIT H
To
BUSINESS COACH
ADDITIONAL STATE-REQUIRED INFORMATION

We are required to provide you wnth additional information as a condition of registenng our
franchise offenng in certain states The additional disclosures are set out below
INFORMATION REQUIRED
BY THE STATE OF CALIFORNIA
The following information is added to the disclosure document for California residents
THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL

PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED
TOGETHER WITH THE DISCLOSURE DOCUMENT
See the cover page of the disclosure document for the ActionCOACH North Amenca LLC website
address THE WEBSITE HAS NOT BEEN REVIEWED OR APPROVED BY THE CALIFORNIA
DEPARTMENT OF BUSINESS OVERSIGHT ANY COMPLAINTS CONCERNING THE
CONTENTS OF THIS WEBSITE MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT
OF BUSINESS OVERSIGHT AT wvwvdbo ca GOV
item 3. Additional Disclosure The following is added to Item 3 of the disclosure document
Neither we nor any person identified in Item 2 above is subject to any currently effective
order of any national secunties association or national securities exchange (as defined in
the Secunties and Exchange Act of 1934 15 U S C § 78a et seq) suspending or expelling
such person from membership in such associaton or exchange
Item 17. Additional Disclosures The following is added to Item 17 of the disclosure document
Califomia Business and Professions Code Sections 20000 through 20043 provide nghts to
the franchisee concerning termination or non-renewal of a franchise If the Franchise
Agreement contains a provision that is inconsistent with the law the law will control
The Franchise Agreement provides for termination upon bankruptcy This provision may
not be enforceable under federal bankruptcy law (11 U S C § 101 ef seq )
The Franchise Agreement contains a covenant not to compete which extends beyond the
termination of the agreement This provision may not be enforceable under California law
The Franchise Agreement contains a liquidated damages clause Under California Civil
Code 1671, certain liquidated damages clauses are unenforceable
The Franchise Agreement requires applicaton of the laws of the state of Nevada This
provision may not be enforceable under California law
The Franchise Agreement requires binding arbitration The arbitration vwll occur in Las
Vegas Nevada if you initiate the proceeding or in the Temtory if we initate the proceeding
with the costs being bome by the losing party Prospective franchisees are encouraged to
consult pnvate legal counsel to determine the applicability of California and federal laws
(such as Business and Professions Code Section 20040 5, Code of Civil Procedure
Section 1281 and the Federal Arbitration Act) to any provisions of a franchise agreement
restncting venue to a forum outside the State of California
Addilional Slate Requtred Info - 03 13

You must sign a general release if you renew or transfer your franchise A release may be
void under Califomia law Califomia Corporations Code Section 31512 voids a waiver of
your nghts under the Franchise Investment Law (Califomia Corporations Code
Sections 31000-31516) Business and Professional Code Section 21000 voids a waiver of
your nghts under the Franchise Relations Act (Business and Professions
Code Sections 20000-20043)
Section 31125 of the Califomia Corporations Code requires us to give you a disclosure document
in a form containing the information that the commissioner may by rule or order require before a
solicitation of a proposed matenal modification of an existing franchise
ttPm 19. Additional Disclosure
The financial performance representation figures do not reflect the costs of sales operating
expenses or other costs or expenses that must be deducted from the gross revenue or
gross sales figures to obtain your net income or profit You should conduct an independent
investigation of the costs and expenses you will incur in operating your franchise business
Franchisees or former franchisees listed in the franchise disclosure document, may be one
source of this information
BYTHi STAT^ OF HAWAII
The following information is added to the disclosure document for Hawaii residents
THESE FRANCHISES WILL BE/HAVE BEEN FILED UNDER THE FRANCHISE INVESTMENT
LAW OF THE STATE OF HAWAII FILING DOES NOT CONSTITUTE APPROVAL,
RECOMMENDATION OR ENDORSEMENT BY THE DIRECTOR OF COMMERCE AND
CONSUMER AFFAIRS OR A FINDING BY THE DIRECTOR OF COMMERCE AND
CONSUMER AFFAIRS THAT THE INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE
AND NOT MISLEADING
THE FRANCHISE INVESTMENT LAW MAKES IT UNLAWFUL TO OFFER OR SELL ANY

FRANCHISE IN THIS STATE WITHOUT FIRST PROVIDING TO THE PROSPECTIVE
FRANCHISEE OR SUBFRANCHISOR, AT LEAST SEVEN DAYS PRIOR TO THE EXECUTION
BY THE PROSPECTIVE FRANCHISEE OF ANY BINDING FRANCHISE OR OTHER
AGREEMENT, OR AT LEAST SEVEN DAYS PRIOR TO THE PAYMENT OF ANY
CONSIDERATION BY THE FRANCHISEE OR SUBFRANCHISOR, WHICHEVER OCCURS
FIRST, A COPY OF THE DISCLOSURE DOCUMENT, TOGETHER WITH A COPY OF ALL
PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE
THIS DISCLOSURE DOCUMENT CONTAINS A SUMMARY ONLY OF CERTAIN MATERIAL

PROVISIONS OF THE FRANCHISE AGREEMENT THE CONTRACT OR AGREEMENT
SHOULD BE REFERRED TO FOR A STATEMENT OF ALL RIGHTS, CONDITIONS,
RESTRICTIONS AND OBLIGATIONS OF BOTH THE FRANCHISOR AND THE FRANCHISEE
The name and address of the agent in this state authonzed to receive service of process on behalf
of ACNA IS Commissioner of Secunties Department of Commerce and Consumer Affairs 335
Merchant Street Room 203 Honolulu Hawaii 96813
Additional State Required Info - 03 13

BY THE STATE QF lUINQIS
The following information is added to the disclosure document for Illinois residents
Item 17. Additional Disclosures The following is added to Item 17(v) and (w) of the disclosure
document
The Illinois Franchise Disclosure Act requires that Illinois law apply to any claim ansing
under the Illinois Franchise Disclosure Act
The conditions under which your Franchise Agreement can be terminated and your nghts
upon non-renewal may be affected by Sections 19 and 20 of the Illinois Franchise
Disclosure Act
Pursuant to Section 4 of the Illinois Franchise Disclosure Act any provision in the
Franchise Agreement that designates junsdiction or venue for litigation in a forum outside of
Illinois IS void with respect to any cause of action which otherwise is enforceable in Illinois
BY THB STATB QF MARYUNP
The following is added to the disclosure document for Maryland residents
Hem 17. Additional Disclosures The following is added to Item 17 of the disclosure document
The Franchise Agreement provides for termination upon bankruptcy This provision may
not be enforceable under federal bankruptcy law (11 U S C § 101 ef seg)
Pursuant to COMAR 02 02 08 16L a general release required as a conditon of renewal or

transfer will not apply to any liability under the Maryland Franchise Registration and
Disclosure Law
Any choice of forum for litigation is subject to your nght to bnng an action under the
Maryland Franchise Registration and Disclosure Law in Maryland
Any claims ansing under the Maryland Franchise Registration and Disclosure Law must be
brought within three (3) years after the grant of the franchise
Bxhibit H (Cgmpliancg Qngstignniairg). Additional Pi8glosnre Your responses to this

questionnaire do not act as a release estoppels or waiver of any liability that we may incur
under the Maryland Franchise Registration and Disclosure Law
THE STATE OF MICHIGAN
The following is added to the disclosure document for Michigan residents
THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT

ARE SOMETIMES IN FRANCHISE DOCUMENTS IF ANY OF THE FOLLOWING PROVISIONS
ARE

IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE
ENFORCED AGAINST YOU
Each of the following provisions is void and unenforceable if contained in any document relating to
a franchise
(a) A prohibition of the nght of a franchisee to join an associabon of franchisees
(b) A requirement that a franchisee assent to a release assignment novation waiver or

estoppel which depnves a franchisee of nghts and protections provided in the Michigan Franchise
Investment Law This shall not preclude a franchisee after entering into a franchise agreement
from settling any and all claims
(c) A provision that permits a Franchisor to terminate a franchise pnor to the expiration of
Its term except for good cause Good cause shall include the failure of the franchisee to comply
with any lawful provision of the franchise agreement and to cure such failure after being given
written notice thereof and a reasonable opportunity w/hich in no event need be more than 30 days
to cure such failure
(d) A provision that permits a Franchisor to refuse to renew a franchise without fairly
compensating the franchisee by repurchase or other means for the fair market value at the time of
expiration of the franchisees inventory supplies equipment fixtures and furnishings
Personalized matenals which have no value to the Franchisor and inventory supplies equipment
fixtures and fumishings not reasonably required in the conduct of the franchise business are not
subject to compensation This subsection applies only if (i) The term of the franchise is less than
5 years and (ii) the franchisee is prohibited by the franchise or other agreement from continuing to
conduct substantially the same business under another trademark service mark, trade name
logotype advertising or other commercial symbol in the same area subsequent to the expiration of
the franchise or the franchisee does not receive at least 6 months advance notice of Franchisor's
intent not to renew the franchise
(e) A provision that permits the Franchisor to refuse to renew a franchise on terms
generally available to other franchisees of the same class or type under similar circumstances
This section does not require a renewal provision
(f) A provision requinng that arbitration or litigation be conducted outside this state This
shall not preclude the franchisee from entenng into an agreement at the time of arbitration to
conduct arbitration at a location outside this state [Note ACNA reserves the nght to challenge
the restnction on the location of arbitration, as it applies to arbitration under the Federal
Arbitration Act ]
(g) A provision which permits a Franchisor to refuse to permit a transfer of ownership of a

franchise except for good cause This subdivision does not prevent a Franchisor from exercising a
nght of first refusal to purchase the franchise Good cause shall include but is not limited to
(i) The failure of the proposed transferee to meet the Franchisor's then current
reasonable qualifications or standards
(ii) The fact that the proposed transferee is a competitor of the Franchisor or
subfranchisor

(ill) The unwillingness of the proposed transferee to agree in wnting to comply with all
lawful obligations
(iv) The failure of the franchisee or proposed transferee to pay any sums owing to the
Franchisor or to cure any default in the franchise agreement existing at the time of
the proposed transfer
(h) A provision that requires the franchisee to resell to the Franchisor items that are not
uniquely idenhfied with the Franchisor This subdivision does not prohibit a provision that grants to
a Franchisor a right of first refusal to purchase the assets of a franchise on the same terms and
conditions as a bona fide third party willing and able to purchase those assets nor does this
subdivision prohibit a provision that grants the Franchisor the nght to acquire the assets of a
franchise for the market or appraised value of such assets if the franchisee has breached the lawful
provisions of the franchise agreement and has failed to cure the breach in the manner provided in
subdivision (c)
(i) A provision which permits the Franchisor to directly or indirectly convey assign or
otherwise transfer its obligations to fulfill contractual obligatons to the franchisee unless provision
has been made for providing the required contractual services
THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY
GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR ENDORSEMENT
BY THE ATTORNEY GENERAL
Any questions regarding this Notice shall be directed to the Department of Attomey General
Consumer Protection Division 670 Law Building 525 West Ottawa Street Lansing Ml 48913
(517) 373-7117
BY THE STATE OF MINNESOTA
The following is added to the disclosure document for Minnesota residents
Item 13. Additional Disclosures The following is added to Item 13
Notwithstanding the foregoing we will indemnify you against liability to a third party
resulting from claims that your use of the Marks infnnges trademark nghts of the third party
provided however that we will not indemnify you against the consequences of your use of
the Marks unless that use is in accordance with the requirements of the Franchise
Agreement
We will comply with Minn Stat § 80C 14 subdivisions 3 4 and 5 which require except in
specified circumstances that you be given 90 days notice of termination (with 60 days to
cure) and 180 days notice for non-renewal of the Franchise Agreement
Minnesota Rule 2860 4400D prohibits us from requinng you to assent to a release
assignment novaton or waiver that would relieve any person from liability imposed by
Minn Stat §§800 01-800 02

Minnesota Rule 2860 4400J prohibits us from requinng you to waive your rights to a tnai or
to consent to liquidated damages termination penalties or judgment notes provided
however that the rule will not bar voluntary arbitration of any matter if the proceeding is
conducted by an independent tribunal under the rules of the American Arbitration
Association
Pursuant to Minn Stat § 80C 21 and Minn Rule Part 2860 4400J the choice of law
provision in the Franchise Agreement shall not in any way abrogate or reduce any nghts of
the franchisee as provided for in Minnesota Statutes Chapter 80C
BY THE STATE OF NEW YORK
The following is added to the disclosure document for New York residents
Cover page. Additional Disclosures The following is added to the cover page
INFORMATION COMPARING FRANCHISORS IS AVAILABLE CALL THE STATE

ADMINISTRATORS LISTED IN EXHIBIT JOR YOUR PUBLIC LIBRARY
FOR SOURCES OF INFORMATION REGISTRATION OF THIS FRANCHISE BY NEW
YORK STATE DOES NOT MEAN THAT NEW YORK STATE RECOMMENDS IT OR
HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT IF YOU
LEARN THAT ANYTHING IN THE DISCLOSURE DOCUMENT IS UNTRUE, CONTACT
THE FEDERAL TRADE COMMISSION AND NEW YORK STATE DEPARTMENT OF
LAW, BUREAU OF INVESTOR PROTECTION AND SECURITIES, 120 BROADWAY,
23RD FLOOR, NEW YORK, NEW YORK 10271
THE FRANCHISOR MAY, IF IT CHOOSES, NEGOTIATE WITH YOU ABOUT ITEMS

COVERED IN THE PROSPECTUS HOWEVER, THE FRANCHISOR CANNOT USE
THE NEGOTIATING PROCESS TO PREVAIL UPON A PROSPECTIVE FRANCHISEE
TO ACCEPT TERMS WHICH ARE LESS FAVORABLE THAN THOSE SET FORTH IN
THIS PROSPECTUS
Item 3. Additional Disclosures Except as descnbed in Item 3
1 Neither AGNA nor any of its predecessors nor any person identified in Item
2 above nor any affiliate offering franchises under our trademarks has any
administrative, cnminal or a matenal civil or arbitration action pending against him
alleging a violation of any franchise law fraud embezzlement fraudulent conversion
restraint of trade unfair or deceptive practices misappropnation of property or comparable
allegations
2 Neither AGNA nor any of its predecessors, nor any person identified in Item
2 above nor any affiliate offenng franchises under our trademarks has been convicted of
a felony or pleaded nolo contendere to any other felony charge or, dunng the ten-year
penod immediately preceding the applicafion for registrafion been convicted of a
misdemeanor or pleaded nolo contendere to any misdemeanor charge or been found liable
in an arbitration proceeding or a civil action by final judgment or been the subject of
any other material complamt or legal or arbitration proceeding if such misdemeanor
conviction or charge civil action complaint or other such proceeding involved a violation of
any franchise law secunties law fraud embezzlement fraudulent conversion restraint of
trade unfair or deceptive practces misappropnation of property or comparable allegation

3 Neither ACNA nor any of its predecessors nor any person identified in Item
2 above nor any affiliate offering franchises under our trademarks is subject to any
currently effective injunctive or restnctive order or decree relating to franchises or under
any federal state or Canadian franchise secunties, antitrust trade regulation or trade
practice law as a result of a concluded or pending action or proceeding brought by a
public agency or is subject to any currently effective order of any national secunties
association or national secunties exchange as defined in the Secunties and Exchange Act
of 1934 suspending or expelling such person from membership in such association or
exchange or is subject to a currently effective injunctive or restnctive order relating to any
other business activity as a result of an action brought by a public agency or department
including, without limitation actions affecting a license as a real estate broker or sales
agent
Hem 4. Additional Disclosure The following is added to Item 4
Neither ACNA nor any of its predecessors affiliates officers or general partners dunng
the 10-year penod immediately before the date of the disclosure document (a) filed as
debtor (or had filed against it) a petition to start an action under the U S Bankruptcy
Code (b) obtained a discharge of its debts under the Bankruptcy Code or (c) was a
principal officer of a company or a general partner in a partnership that either filed as a
debtor (or had filed against it) a petition to start an action under the U S Bankruptcy
Code or that obtained a discharge of its debts under the U S Bankruptcy Code dunng or
within one year after the officer or general partner held this position in the company or
partnership
Item 5. Additional Disclosure The following is added to Item 5
We use franchise fees to defray our costs of offenng franchises and assisting Master
Licensees to start business A portion of the franchise fees may be profit to us
Item 17. Additional Disclosures The following IS added to Item 17
We will not assign our nghts under the Franchise Agreement except to an assignee who in
our good faith and judgment is willing and able to assume our obligations under the
Franchise Agreement
You must sign a general release if you enter a successor Franchise Agreement or if you
transfer your franchise These provisions may not apply to any liability under the New York
Franchise Law
The New York Franchises Law requires that New York law govern any cause of action
which anses under the New York Franchises Law
The New York General Business Law Article 33 Sections 680 through 695 may supersede
any provision of the Franchise Agreement inconsistent with that law
You may terminate the Franchise Agreement upon any grounds available by law
There are circumstances in which an offenng made by us would not fall within the scope of the
New York General Business Law Article 33 such as when the offer and acceptance occurred
outside the state of New York However an offer or sale is deemed made in New York if the
franchisee is domiciled in or if the franchise will be opened in New York We are required to fumish
a New York prospectus to every prospective franchisee who is protected under the New York
General Business Law Article 33
BY TH^ STAT^ OF NQRTH CARQInlNA
The following is added to the disclosure document for North Carolina residents
Cover Page The following is inserted as the first page of this disclosure document
DISCLOSURES REQUIRED BY NORTH CAROLINA LAW
The State of North Carolina has not reviewed and does not approve recommend endorse
or sponsor any business opportunity The information contained in this disclosure
document has not been venfied by the State of North Carolina If you have any questions
about this investment see an attorney before you sign a contract or agreement
If ACNA fails to deliver product(s) equipment or supplies to be supplied by ACNA that

are necessary to begin substantial operation of the business within 45 days of the delivery
date stated in your contract you may notify ACNA in wnting and demand that the
contract be cancelled
BY THE STATE OF NORTH DAKOTA
The following is added to the disclosure document for North Dakota residents
Pursuant to the North Dakota Franchise Investment Law any provision requinng a North
Dakota franchisee to consent to arbitrafion or the junsdiction of courts outside North
Dakota the application of laws of a state other than North Dakota or the waiver of a tnal by
jury IS void [Note ACNA reserves the right to challenge the restriction on
the location of arbitration, as it applies to arbitration under the Federal Arbitration
Act]
You are not required to release any claims you might have against us under the North
Dakota Franchise Investment Law
You are not required to consent to a vraiver of exemplary or punitive damages against us
under the North Dakota Franchise Investment Law
Covenants not to compete will be subject to Section 9-08-06 N D C C
BY THE STATE OF RHODE ISLAND
The following is added to the disclosure document for Rhode Island residents
Item 17. Additional Disclosure The following is added to Item 17
§ 19-28 1-14 of the Rhode Island Franchise Investment Act provides that A provision in the
Franchise Agreement restncting junsdiction or venue to a forum outside this state or

requinng the application of the laws of another state is void with respect to a claim
othenwse enforceable under this Act
PY TH^ ?TATC OF SQUTH CARP^nlNA
The following is added to the disclosure document for South Carolina residents
Cover Page The following is inserted as the first page of this disclosure document
DISCLOSURES REQUIRED BY SOUTH CAROLINA LAW

The State of South Carolina has not reviewed and does not approve recommend endorse
or sponsor any business opportunity The information contained in this disclosure
document has not been venfied by the State of South Carolina If you have any questions
about this investment see an attomey before you sign a contract or agreement
If ACNA fails to deliver product equipment or supplies to be supplied by ACNA that are
necessary to begin substantial operation of the business within 45 days of the delivery date
stated in your contract you may notify ACNA in vmting and demand that the contract
be cancelled
PY THP CQMMQNWPA^nTH QF YIRglNIA
The following is added to the disclosure document for Virginia residents
Cover Page The words "or grant" are added at the end of the third sentence in the third
paragraph on Page i
Receipts The words or grant are added at the end of the second paragraph on each Receipt
BY THE STATE OF WASHINGTON
The following is added to the disclosure document for Washington residents
Item 17. Additional Pisclpsures The follo\«ing is added to Item 17
RCW § 19 100 180 and court decisions may supersede the Franchise Agreement in your
relationship with us including in the areas of tennination and renewal of your franchise
In any arbitration involving a franchise purchased in Washington the arbitration site shall
be eitiier in the state of Washington or in a place mutually agreed upon at the time of the
arbitration or as determined by the arbitrator [Note ACNA reserves the right
to challenge the restnction on the location of arbitration, as it applies to
arbitration under the Federal Arbitration Act ]
Additional State Required Info- 03 13

In the event of a conflict between the Washington Franchise Investment Protection Act and
the law chosen in the Franchise Agreement, the provisions of the Washington Franchise
Investment Protection Act, Chapter 19 100 RQ/V will prevail
A release or waiver of nghts executed by a franchisee will not include nghts under the
Washington Franchise Investment Protection Act except when executed pursuant to a
negotiated settlement after the agreement is in effect and where the parties are
represented by independent counsel Provisions such as those which unreasonably restnct
or limit the statute of limitations penod for claims under the Act, or nghts or remedies under
the Act, such as a nght to a jury tnal, may not be enforceable in Washington
Transfer fees are collectable to the extent that they reflect our reasonable estimated or
actual costs in effecting a transfer

EXHIBIT I
To
BUSINESS COACH
STATE REGULATORY AUTHORITIES AND

REGISTERED AGENTS IN CERTAIN STATES
STATE FRANCHISE ADMINISTRATORS
California Indiana
Department of Business Oversight Christopher W Naylor

1-866-275-2677 Securities Commissioner
Securities Division
Los Angeles Room E-111
302 West Washington Street
320 West 4'" Street Suite 750 Indianapolis IN 46204
Los Angeles CA 90013-2344 (317) 232-6681
(213) 576-7500
Maryland
Sacramento
Office of the Attorney General
1515 K Street Suite 200 Division of Securities
Sacramento CA 95814-4052 200 St Paul Place
(916) 445-7205 Baltimore MD 21202-2020
(410) 576-6360
San Diego
Michigan
1350 Front Street Room 2034
San Diego CA 92101-3697 Katharyn Barron Franchise
(619) 525-4233 Administrator Antitrust and
Franchise Unit Consumer
San Francisco Protection Division
Department of Attorney General
1 Sansome Street Suite 600 670 Law Building
San Francisco CA 94104(415) 525 W Ottawa Street
972-8559 Lansing Ml 48913
(517) 373-7117
Hawaii
Minnesota
Tung Chan
Commissioner of Securities Glenn Wilson
Department of Commerce Commissioner
and Consumer Affairs Department of Commerce
335 Merchant Street Room 203 85 7'" Place East Suite 500
Honolulu HI 96813 St Paul MN 55101
(808) 586-2722 (651) 296-6328
Illinois New York
Lisa Madigan Joseph Punturo Esq

Illinois Attorney General First Assistant Attorney General
500 South Second Street New York State Department of Law
Springfield IL 62706 Investor Protection Bureau
(217) 782-4465 120 Broadway 23rd Floor
New York NY 10271
(212) 416-8211
State Authorities and Registered Agents - 03 13

North Dakota Virginia
Diane Lilhs State Corporation Commission

Franchise Examiner Division of Securities &
North Dakota Securities Department Retail Franchising
State Capitol 5th Floor 1300 East Mam Street 9'^ Floor
600 East Boulevard Avenue Richmond, VA 23219
Bismarck ND 58505-0510 (804) 371-9051
(701) 328-2910
Washington
Oregon
Michael Stevenson
Floyd G Lanter Director of Securities
Administrator Securities Division
Div of Finance & Corp Securities Department of Financial Institutions
Department of Consumer & 150 Israel Road SW
Business Services Room 410 Olympia WA 98501
350 Winter Street NE (360) 902-8760
Salem OR 97301-3881
(503) 378-4140 Wisconsin
Rhode Island Mary Wells

Franchise Examiner
Maria D Allessandro Piccirilli Division of Securities
Associate Director and Superintendent Department of Financial Institutions
of Securities 345 W Washington Avenue 4'" Floor
Securities Division Madison Wl 53703
Department of Business Regulation (608) 266-8557
233 Richmond Street Suite 232
Providence Rl 02903-4232
(401) 222-3048
South Dakota
Melita Hauge
Division of Securities
Department of Labor and Regulation
445 East Capitol Avenue
Pierre SD 57501
(605) 773-5953
State Authorities and Registered Agents - 03 13

AGENTS FOR SERVICE OF PROCESS
STATE AGENT
CALIFORNIA California Commissioner of Business Oversight
1-866-275-2677 (toll free)
Los Angeles
320 West 4th Street Suite 750
Los Angeles CA 90013-2344
(213) 576-7505
Sacramento
1515 K Street Suite 200
Sacramento CA 95814 4017
(916) 445-7205
San Diego
1350 Front Street Room 2034
San Diego CA 92101
(619) 525-4233
San Francisco
1 Sansome Street
San Francisco CA 94104(415)
972-8559
CONNECTICUT Banking Commissioner
Department of Banking
Securities & Business Investments Division
260 Constitution Plaza
Hartford CT 06103-1800
(860) 240-8230
GEORGIA Secretary of State of Georgia
Corporations Division
2 Martin Luther King, Jr Dr SE
Suite 315 West Tower
Atlanta Georgia 30334
HAWAII Commissioner of Securities
State of Hawaii
335 Merchant Street Room 203
Honolulu HI 96813
(808) 586-2722
ILLINOIS Illinois Attorney General
Franchise Division
500 South Second Street
Springfield IL 62706
(217) 782-4465
State Auttiorrties and Registered Agents - 03 13

STATE AGENT
INDIANA Secretary of State of Indiana
Administrative Offices
201 State House
Indianapolis IN 46204
(317) 232-6681
LOUISIANA Secretary of State of Louisiana
8549 United Plaza Blvd
Baton Rouge LA 70809
MAINE Maine Securities Administrator
Office of Securities
Depailment of Professional & Financial Regulation
124 Northern Avenue
Gardiner ME 04345
MARYLAND Maryland Securities Commissioner
200 St Paul Place
Baltimore MD 21202-2020
(410) 576-6360
MICHIGAN Michigan Department of Commerce
Corporations and Secunties Bureau
670 Law Building 525 W Ottawa
Lansing Ml 48913
(517) 373-7117
MINNESOTA Minnesota Commissioner of Commerce
85 7" Place East Suite 500
St Paul MN 55101-2198
(651)296-4026
NEW YORK Secretary of State of the State of New York
162 Washington Avenue
Albany NY 10271
NORTH CAROLINA North Carolina Secretary of State
2 South Salisbury Street
Raleigh NC 27601-2903
NORTH DAKOTA North Dakota Securities Commissioner
600 East Boulevard Avenue Fifth Floor
Bismarck ND 58505
OREGON Director Oregon Dept of Insurance & Finance
Corporate Secunties Section
Labor and Industnes Building
Salem OR 97310
(503) 378-4387
RHODE ISLAND Director Rhode Island Dep t of Business Regulation
Division of Securities
233 Richmond Street Suite 232
Providence Rl 02903-4232
(401)222-3048
State Authonties and Registered Agents - 03 13

STATE AGENT
SOUTH CAROLINA CT Corporation System
75 Beattie Place
Greenville SC 29601
SOUTH DAKOTA Director Division of Securities
South Dakota Dep t of Labor & Regulation
445 East Capitol Avenue
Pierre SD 57501-3185
(605) 773-5953
VIRGINIA Clerk of the State Corporation Commission
1300 E Mam Street 1®'Floor
Richmond VA 23219
(804) 371-9733
WASHINGTON Director Department of Financial Institutions
Securities Division
150 Israel Road SW
Olympia WA 98501
(360) 902-8760
WISCONSIN Wisconsin Commissioner of Securities
Department of Financial Institutions
PC 60x 1768
345 W Washington Avenue 4"^ Floor
Madison Wl 53701
(608) 261-9555
state Authonties and Registered Agents - 03 13

EXHIBIT J
To
BUSINESS COACH
BUSINESS COACHES AS OF DECEMBER 31, 2013

The list below shows the names last known addresses and telephone numbers of Business
Coaches as of AGNA s fiscal year ending December 31 2013 Some Business Coaches may own more
than one (1) franchise outlet Some Business Coaches may also own only one (1) license but for several
territories
ALABAMA
Steve 0 Neil Bruce McMellon

1044 Eagle Hollow Dr 2210 Wedgewood Road
Birmingham AL 35242 Vestavia AL 35216
205-238-1772 205-991-8130
ARIZONA
Dimitri Ponomareff Richard Papworth Carolyn Andrews

3100 West Ray Road #201 3917 E Fairbrook 22601 N 19"Avenue
Chandler AZ 85226 Mesa AZ 85205 Phoenix AZ 85027
480-269-0590 480-768-7199 602-524-5572
Ray Brehm Sheila Kloefkorn Joey Fenwick

18444 N 25th Ave Ste420 4809 E Thistle Landing Dnve 7940 E CamelbackRd #610
Phoenix AZ 85023 Suite 100 Phoenix AZ 85044 Scottsdale AZ 85251
480-620-ACT6 602-565-3512 480-275-6373
Phil Lechter David Jones Eric King

16020 N 77th St 15558 W Shangri La Road 2141 East Broadway Road
Scottsdale AZ 85260 Surprise AZ 85379 Tempe AZ 85282
480-363-1405 623-377-3143 480-968-9704
CALIFORNIA
Chuck Hunter Bernard Powers Lisa Walker

2958 Carillo Way 24530 Lowe Drive PC Box 624
Carlsbad CA 92009 Corona CA 92883 Corona Del Mar CA 92625
760-268-1042 951-236-5365 949-607-8180
John McDowell Eamon Rooney Paul Wildrick

14 Edgewood 16012B Flintlock Road 140 Stem Way
Cotode Caza CA Cupertino CA 95014 Orindo CA 94563
949-422-1167 408 627-4035 925-963-9665
Kane Kaufman Stacey McKibbin Crystal Shanks

4160 Oregon St 2611 Phesant Drive 2379 Bryant Street
San Diego CA 92104 San Diego CA 92123 San Francisco CA94110
619-321-9262 858-836-1900 415-902-2389
David Gazave Jeff Nott Joseph Siecinski

4685 Lege Drive Bevans Drive 2968 Berkley Ave
San Jose CA 95130 San Jose CA 95129 Santa Clara CA
408-960-4526 408-221-1165 408-771-4259
COLORADO
Janna Hoiberg Chuck Kocher Bob Liebhauser

620 N Tejon St Suite 101 6455 N Union Blvd Suite 201 890 W Cherry St Suite 230
Colorado Spnngs CO Colorado Spnngs CO 80918 Denver CO 80202
719-358-6936 719-487-1899 303-282-0800
Susan Roberts Steven Waymel Lam Langton

600-17" Street Ste 2800 3901 E Quincy 5445 DTC Parkway Penthouse-4
Denver CO 80202 Englewood CO 80113 Greenwood Village CO 80111
970-53-9238 303-949-1764 303-512-3231
Earl Kemper Kenneth Patten
390 Union Blvd Ste 310San 6060 W Calhoun Drive
Lakewood CO 80228 Littleton CO 80123
720-981-0926 720-299-5536
CONNECTICUT
Dipak Ghosh Bill Pressley

6 Fisher Lane 11 Melrose Avenue
Ridgefield CI 06877 Trumbull CT 06611
203-797-8753 203-445-9814
FLORIDA
Michael Dill Doug Barra Jody Johnson

7352 NW 45 AVE 1200 Anastasia Ave Suite 100 1200 Anastasia Ave Suite 100
Coconut Creek FL 33073 Coral Gables FL 33134 Coral Gables FL 33134
954-675-9536 305-285-9264 305-285-9264
Anapaula Lagamga Cathenne MacAskill Ricardo Requena

1200 Anastasia Ave Suite 100 1200 Anastasia Ave Suite 100 11403 NW 89St #109
Coral Gables FL 33134 Coral Gables FL 33134 Doral Fl 33178
305-285-9264 305-285-9264 786-527-0370
Heather Chnstie Paul Christie Steve Goranson

12800 University Dr Suite 240 12800 University Dr Suite 240 3023 Cornelia Drive
Fort Myers FL 33907 Fort Myers FL 33907 Jacksonville FL 32257
239-220-5900 239-220-5900 904-739-0200
Tom Bliss Pilar Sanchez John Layzell

11961 SW 137th Ter 200 SE 15" Road Apt 43 2235 Magnolia Drive
Miami FL 33186 Miami FL 33129 North Miami FL 33181
305-330-8393 305-775-1888 305-899-9963
William Eveleth Barbara Kyes Ford Kyes

2142 Alt 19 N Suite C 2142 Alt 19 N Suite C 2142 Alt 19 N Suite C
Palm Harbor FL 34683 Palm Harbor FL 34683 Palm Harbor FL 34683
727-786-2900 727-786-2900 727-786-2900
Juliet Kyes Juan Ortega Lou Rubin

2142 Alt 19 N Suite C 2817 N Course Drive #202 2906 Pier Dr
Palm Harbor FL 34683 Pompano Beach Fl 33069 Ruskin FL 33570
727-786-2900 954-773-8835 813-641-9801
Mark Raciappa Patnck Leask

3318 Cherokee Ridge Tnal 2301 S Carolina Avenue
Tallahassee FL 32312 Tampa FL 33629
850-893-6899 813-251-8058
GEORGIA
Jeff Lovejoy Jeffrey Smith Russ Young

1525 Ashford Club Court 4179 Randall Court NW One Glennlake Parkway
Atlanta GA 30319 Atlanta GA 30327 Atlanta GA 30328
404-380-1911 404-474-4567 678-444-4160
Russ Hall Rick Plasket

1275 Riversound Dr NE 3895 W Hwy 34
Manetta GA 300687 Newman GA 30263
770-932-2525 770-252-2656
IDAHO
Alison Dunn Ormand Rankin Ed Renna

13126 WPicadilly St 10230 W River Rock 2312 8 Taghsh Way
Boise ID 83713 Garden City ID 83714 Meridian ID 83642
208-350-6551 208-939-8040 208-884-6285
ILLINOIS
David Verbeten PJ Weiland

1200 St William Drive 1363 Shermer Road #306
Lake Forest IL 60045 Northbrook, IL 60062
847-321-9773 847-739-3079
INDIANA
Mark McNulty
641 Washington Suite 14
Mooresville IN 46158
812-372-7377
IOWA
Kuldeep Persaud Theresa Bombach Monte Wyatt

1511AmanaRd NW 305 2"'^ Ave SE 4117 Walnut Street
Amana lA 52203 Cedar Rapids lA 52401 W Des Moines lA 50265
319-846-2067 319-730-7701 515-222-9193
Natalie Spitzig Greg Thompson Andy 0 Brien

6165 NW 86th Street Suite 202 6165 NW 86'^ Street Suite 204 301 O"' St SW Suite 2
Johnston lA 50131 Johnston lA 50131 Mason City lA 50401
515-727-1706 515-727-1707 641-420-8496
Steve Wilson
195 N MentzerRoad
Robins, lA 52328
KENTUCKY
Drew Schwegman Tim Jones Andrew Van Mom

55 Azalea Terrace I860 Campus Place 6057 HWY 433
Fort Thomas KY Louisville KY 40229 Wilhsburg KY 40078
859-912-0305 502-538^165 859-940-5517
LOUISIANA
Joanna Shows Dan Zimanski Everardo Recendiz

201 Holiday Boulevard Suite 400 371 Red Maple Dr 910 Pierremont Road Suite 410
Covington LA 70433 Mandeville LA 70448 Shreveport LA 71115
212-488-2230 985-624-8065 318-861-8430
MAINE
Jim Lyon
101 Applecrest Drive
Yarmouth ME 4096
207-847-3164
MARYLAND
Angela Segal Lee Martin Gary Stokes

13403 Clifton Rd 1308 Gloster Ave 1928 Fallston Valley Dnve
Baltimore MD 21218 Baltimore MD 21230 Fallston MD 21047
410-467-6583 410-644-8770 410-877-8460
Jeff Miller
11 Vallingby Circle
Rockville MD 20850
301-309-8550
MICHIGAN
Fadi Baradihi
2632 S Rochester Rd #70763
Rochester Hills Ml 48307
248-979-8235
MINNESOTA
Pam Holien Kelli Hoskins David Ford

3402 99th Ave N 27173 Lakewood Drive NW 6575 141st Ave NW Suite 100
Brooklyn Park MN 55443 Isanti MN 55040 Ramsey MN 55303
763-463-9350 763-444-9812 763-444-9812
Tracy Ford
6575 141st Ave NW Suite 100
Ramsey MN 55303
763-444-9812
NEBRASKA
Jim Barger
16646 Howard Circle
Omaha NE 68118
402-676-8809
NEVADA
Jeremy Fairbanks Nathan Smith Steve Steigmeir

5781 S Fort Apache Rd 5781 S Fort Apache Rd Reno NV
Las Vegas NV 89148 Las Vegas NV 89148 775-560-7477
702-795-3188 702-795-3188
NEW JERSEY
Marcie Hanhart Carl Shoemaker David Schoenbeck

15 N Maple Avenue 2-83 Saddle River Rd 611 Winding Hollow Drive
Basking Ridge NJ 07920 Fair Lawn NJ 07410 Franklin Lakes NJ
908-696-9500 201-300-6535 201-891-7763
John Sheridan Salvatore Levatino Holly Jerome

2505 Mam Street 38 Slayback Drive 3 Sutton Lane
Lawrenceville, NJ 08648 Livingston NJ 07039 Princeston Junction NJ 08550
609-219-0136 609-799-4473 609-297-8003
Ed Kozemchak
42 Locust Way
Spring Lake NJ
732-946-2836
NEW MEXICO
Mark Tobiassen
2912 River Willow TrI NW
Albuquerque NM 87120
505-263-5657
NEW YORK
Michael Breitman Ellie Marshall

1225 Franklin Ave 74 Huntville Rd
Garden City NY 11530 Katonah NY 10536
516-801-6452 914-907-5670
NORTH CAROLINA
Michael Washington Jim Jubelirer Tony Marder

214 Durlington Place 60076 Hathaway Lane 2170 Wynbourne Dr
Gary NO 27511 Chapel Hill NC 27514 Gastonia NC 28056
919-233-1218 919-969-7818 704-867-5235
Ross Cox Dan Kovarik Wayne Rutherford

1 Sturbridge Lane 2005 Cedar View Drive 1050 Revolution Mill Dr Studio
Greesnboro NC 27408 Greensboro NC 27455 Greensboro NC 27405
336-286-4905 336-404-2977 336 899-6588
Steve Taylor Bill Gilhlland David Dowdy

3557 Corbett Rd 97 Shenandoah Terrace 156 Bay Shore Loop
Mebane NC 27302 Montreat NC 28757 Mooresville NC 28117
336-421-6242 540-290-2389 704-400-4358
Wayne Swofford Reggie Shropshire Kurt Hauser

1567 Little Hill Road 107 Chestnut 301 N Mam Street
Newton NC 28658 Wilminton NC 28401 Winston-Salem NC 27101
828-465-9909 910-471-2725 336-310-0773
Mary Ann Hauser

301 N Mam Street
Wmston-Salem NC 27101
336-310-0773
OHIO
Wayne Bergman Robert Viney Peg Buehrle

7170 Chagrin Road 10200 Alliance Road Suite 150 716 Mr Airyshire Blvd
Chagnn Falls OH 44023 Cincinnati OH 45242 Columbus OH 43235
440-570-3564 513-785-0675 614-582-8346
Rick Crossland Peter McDowell Dave Roemer

716 Mt Airyshire Blvd Suite 100 716 Mt Airyshire Blvd Ste 100 5855 Harrow Glen Ct
Columbus OH 43235 Columbus OH 43235 Galena OH 43021
614-602-5205 614-306-7922 740-909-4138
John Warfel Dennis Willis Deb Aungst

2990 Pine Hills Drive 4995 Richelieu Ave 358 Fayburrow Drive
Medina OH 44256 Sheffield Lake OH 44054 Sunbury OH 43074
330-723-8565 440-385-6867 614-306-0509
David Beam
22 Jason Lane
Wheelersburg OH 45694
614-547-0300
OKLAHOMA
Robert Ganbay Martin Holland

3209 N Flood Ave 3900 Oxford Way
Norman OK 73069 Norman OK 73069
405-237-0019 405-641-1928
OREGON
Terry Elton
14440 SW 153"^ Ave
Tigard OR 97224
971-925-7001
PENNSYLVANIA
Michelle Landis Paul Currie Tom Finn

1275 Glenlivet Or Suite 100 1525 Oregon Pike Suite 702 1525 Oregon Pike Suite 702
Allentown PA 18106 Lancaster PA 17601 Lancaster PA 17601
610-438-4666 717-291-9191 717-291-9191
Robert Pianka Jeff Witmer Doug Savidge

1525 Oregon Pike Suite 702 1525 Oregon Pike Suite 702 23 North Derr Dnve, Suite 20
Lancaster PA 17601 Lancaster PA 17601 Lewisburg PA 17837
717-291-9191 717-291-9191 570-524-3547
Ken Sevick Bruce Kirk

1085 Country Club Road 844 E Street Rd #239
Monongahela PA 15063 Westtown PA 19395
724-310-3296 610-563-6683
SOUTH CAROLINA
Foster McCaii
41 Woods Bay Rd
Bluffton SC 29910
843-350 0320
TENNESSEE
Curt Henry
1113Tusculum Blvd PMB 254
Greenville TN 37745
423-639-5632
TEXAS
Douglas Winnie Martin Mussey Kim Jaggard

4816 Bellaire Blvd 5520 Rock Canyon Rd 34 Remington Drive
Bellaire TX 77401 The Colony TX 75056 Highland Village TX 75077
713-665-5085 469-744-4866 512-586-5640
Maunzio Gamberucci Jaime Guzman Francesco Plaino
2900 Wilcrest dr suite 270 5100 Westtieimer Rd Ste 200 2900 Wilcrest Suite 270
Houston TX 77042 Houston TX 77056 Houston TX 77042
281-201-7120 713 588 4362 713-427-2967
Lisette Mandola Ted Hair Ricti Allen

28522 Pewter Knolls Dnve 1702 Yorkstiire Creek Court 2820 Lakeview Drive
Katy TX 77494 Pearland TX 77581 Prosper TX 75078
832-547-9574 972-347-2818
Trey Finley Ron Brockwell Kirby Kaden

3201 Blair Oak Dr 18756 Stone Oak Pkway Ste 200 24507 Birdie Ridge
Rowlett TX 75089 San Antonio TX 78258 San Antonio TX 78260
972-979-3761 210-998-5795 210-410-1233
Max Kozlovsky Robert Keplinger

102 Parklane Drive 26010 Oakndge Dr Suite 103
San Antonio TX Spnng TX77380
210-858-5136 281-602-8031
UTAH
Tim Roberts
2791 East 3725 North
Layton UT 84040
801-309-9607
VIRGINIA
Stephen Chiama Rene Hollebrandse Judy Freeman

13905 Cristo Court 149 Curry Court 6215 Sudley Church Ct
Centereville VA 20120 Clear Brook VA 22624 Fairfax VA 22039
703-815-5248 540-667-4469 703-764-9861
Gerald Peters Johnnie Barr Crystal Smith

9116 Center Street Ste 203 Staunton, VA 24401 South 209 E Boscawen St
Manasas VA20110 540-290-2389 Winchester, VA 22601
571-334-0695 540-303-0240
WASHINGTON
Chns Dirkers Jim Munro Ted Schmidt

5813 East 4" Avenue #102 5813 East 4® Avenue #102 5813 East 4'*'Avenue #102
Spokane Valley WA 99212 Spokane Valley WA 99212 Spokane Valley WA 99212
509-455-5053 509-455-5053 509-455-5053
Kevin Weir
5813 East 4*^ Avenue #102
Spokane Valley WA 99212
509-455-5053
WEST VIRGINIA
Earl Kerry
89 Hadrian Ct
Martinsburg WV 25403
WISCONSIN
Mike McKay Rick Appleby Chns Carman

506 Prairieview Ct 13150 Watertown Plank Road 13150 Watertown Plank Rd
De Forest, Wl 53532-3218 Suite 200 Elm Grove Wl 53122 Elm Grove Wl 53122
608-406-2292 262-727-7130 262-365-9414
Jim Palzewicz Tom Palzewicz Dave Steffen

13500 Watertown Plank Rd 13500 Watertown Plank Rd 13150 Watertown Plank Road
Elm Grove Wl 53122 Elm Grove WI 53122 Suite 200 Elm Grove Wl 53119
262-790-1213 262-790-1213 262-443-3204
Ian MacFarlane Susan Thompson Chris Penasa

6219 S Highlands Ave 555 D Onofrio Drive Suite 25 6821 Obikoba Circle
Madison Wl 53705 Madison Wl 53719 Mequon Wl 53092
608-238-7844 608-821-0723 262-643-4708
EXHIBIT K
To
BUSINESS COACH
BUSINESS COACHES WHO LEFT THE SYSTEM

DURING THE FISCAL YEAR ENDING DECEMBER 31, 2013
The list below shows the name last known addresses and telephone number of every Business
Coach who had an agreement terminated cancelled not renewed or othenwise voluntarily or
involuntarily ceased to do business during AGNA s fiscal year ending December 31 2013
TRANSFERS
ffrom Franchisees to New Owners other than a master licensee or ACNA1
Kelli Hoskins
27173 Lakewood Drive NW
Isanti MN 55040
763-444-9812
RIGHT REACQUIRED BY ACNA OR MASTER LICENSEE
None
TERMINATED BY ACNA OR MASTER LICENSEE FOR DEFAULT. CANCELLED. NOT RENEWED.

OTHERWISE CEASED OPERATION OR NO COMMUNICATION IN THE LAST TEN fid WEEKS
Arizona
Ron Wiltbank
4460 East Tremaine Avenue
Gilbert AZ 85234
480-252-4981
California
Kathie Ittel
1220 N Dutton Avenue #109
Santa Rosa OA
(707) 937-3168
Colorado
Frank Wilde Paul Winkler

1630 Hemlock Way 8133 E Kettle Place
Broomfield CO 80020 Centennial CO 80112
303-877-1436
Jeff Wilson
90 Union Blvd Suite 310
Lakewood CO 80228
(303) 759-1204
Florida
Roberto Suarez
1200 Anastasia Ave Ste 100
Coral Gables FL 33134
(305) 295-9264
Georgia
Warner Bien Rick Cram

385 Oak Ridge Dnve 4815 Payson Place
Maysville GA 30558 Smyrna GA 30080
404-799-1020
Idaho
Drew Williams
2341 N Yonkers Lane
Boise ID 83704
(208) 631-5742
Indiana
Roger Engelau
6521 E Rolling Valley Court
Columbus IN 47201
(317) 908-5809
Iowa
Deb Oliver
109 Liberty St PO Box 534
Dysart lA 52224
Kentucky
Jerry Brown
1860 Campus Place
Louisville KY 40229
502-479-3692
Louisiana
Bnan Baudean
3631 Rue Colette
New Orleans LA 70131
504- 392-5480
Massachusetts
Tom Hoarty Greg Lavelle

11 Park Dnve 546 Mam Street
Burlington MA 01803 Worcester MA 01608
781-272-3144 774-696-4574
Mississippi
Scott Hamilton
7048 Old Canton Road Suite 2010
Ridgeland MS 39157
Nevada
Chris Weisman
5781 S Fort Apache Rd
Las Vegas NV 89148
702-795-3188
New Jersey
Don Norkus Frank Foy

58 Dogwood Lane 22 Lenore Ct
Fairhaven NJ 07704 Hammonton NJ 08037
(732) 530-6300 760-201-6925
Todd Whitmore Vincent Saponar

36 Amaryllis Ln 20 Washington Valley Rd
Lumberton NJ 08048 Morristown NJ 08960
609-284-3669 973-538-1880
New York
Lee Ann Munch

1600 Express Dr South Ste 106
Hauppauge NY 11788
631-648-888
North Carolina
Michael McConchie Juan Cano

3050 East Bay Court 3820 North Elm
Creedmoor NC Greensboro NO 27455
919-529-0616
Dan Lawson
Binkley Chapel Court
Wake Forest NC 27587
919-453-0729
Ohio
Duane Hammer Steve Tamburello

704 Wedgewood Drive 716 Mount Airyshire Blvd
Marysville OH 43040 Worthington OH 43235
937-594-2129 614-482-0000
Oregon
David Chin
14939 NW Dominion Dr
Portland OR 97229
503-830-0814
Pennsylvania
A! Ottinger John Langel

920 Spnng White Drive 20 South 36" St
Breinigsville PA 18031 Camp Hill PA 17011
610-438-4666 (717) 975-0675
Todd Frankford Greg Macomber

6004 Candlestick Drive 2131 Hawthorne Road
Harrisburg PA 1711 New Hope PA 18938
717-695-6865
Tennessee
Steve Pitcaim
43 Darlington Cove
Jackson TN 38305
Texas
Jim Ambler Carlos Zubillaga

3605 Neiman Road 8700 Crownhill Blvd Suite 301
Piano TX 75025 San Antonio TX 78209
972-712-6313 210-492-8787
Kirby Kaden Max Kovlovsky

100 Northeast Loop 410 Suite 970 1901 NW Military Hwy Suite 111
San Antonio TX 78216 San Antonio TX 78213
(210) 546-1290 (210) 880-5690
Virginia
Sheri Winesett David Hepler

7410 Hentage Village Plaza #101 567 Glendobbin Road
Gainsville VA20155 Winchester VA 22603
517-7657590 540-974-0467
Washington
Chad Rudolph
24448 SE 42"" Place
Issaquah WA 98029
425-829-2333
Ar
COACH
business coaching
EXHIBIT L
To
BUSINESS COACH
FINANCIAL STATEMENTS
Business Coach FDD - 03 13

ACTIQNCOACH ONECO, LLC
DECEMBER 31, 2013 AND 2012
ELLSWORTH«GILMAW«STOUF
CPAs and Consultants
ACTIONCOACH ONECO, LLC
Table of Contents
Independent Auditor's Report 1
Financial Statements
Balance Sheets 2
Statements of Income and Members' Equity 3
Statements of Cash Flows 4
Notes to the Financial Statements 5-8

ELLSWORTll»GILMAN * STOUF
Independent Auditor's Report
To the Members
ActionCOACH OneCo, LLC
We have audited the accompanying financial statements of ActionCOACH OneCo LLC which comprise the
balance sheets as of December 31, 2013 and 2012, and the related statements of income and members' equity and
cash flows for the year ended December 31 2013 and the period from April 19, 2012 (date of inception) to
December 31 2012, and the related notes to the financial statements
Manaeemeni s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with
accounting principles generally accepted in the United States of Amenca, this includes the design, implementation,
and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are
free from material misstatement, whether due to fraud or error
Auditor s Responsibililv
Our responsibility is to express an opinion on these financial statements based on our audit We conducted our audit
in accordance with auditing standards generally accepted in the United States of America Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements The procedures selected depend on the auditor's judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error In making those risk assessments,
the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity s internal control Accordingly, we express no such opinion
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
significant accounting estimates made by management, as well as evaluating the overall presentation of the financial
statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion
Opinion
In our opinion, the financial statements referred to above present fairly, m all material respects, the financial position
of ActionCOACH OneCo, LLC as of December 31, 2013 and 2012 and the results of its operations and its cash
flows for year ended December 31, 2013 and the period from April 19, 2012 (date of inception) to December 31,
2012 in accordance with accounting principles generally accepted in the United States of Amenca
February 12, 2014

Las Vegas, Nevada
Tr»C»AHw0Une
Acuity Rnancial Center

7881 W Charleston Blvd Ste 155 Las Vegas NV 89117
p 702 871 2727 1 702 876 0040
Ivcpas com
Members ot the American Institute of Certified Public Accountants & Nevada Society of Certified Pubfic Accountant
BALANCE SHEETS
2013 2012
ASSETS
Current Assets
Cash 159,828 $ 214,200
Accounts receivable, net 146,355 102,956
Prepaid expenses 4,267 1,475
Total current assets 310,450 318,631
Total Assets $ 310,450 $ 318,631
LIABILITIES AND MEMBERS' EQUITY

Current Liabilities
Accounts payable and accrued expenses 106,071 $ 113,218
Due to related parties 161,078 119,053
Unearned revenue 1,446 17,500
Total current liabilities 268,595 249,771
Members' Equity 41,855 68,860
Total Liabilities and Members' Equity $ 310,450 $ 318,631
See accompanying notes to the financial statements

STATEMENTS OF INCOME AND MEMBERS' EQUITY
YEARS ENDED DECEMBER 31,2013 AND 2012
2013 2012
Revenues $ 1,879,734 $ 1,018,797

Cost of Revenues 808,739 243,065
Gross profit 1,070,995 775,732
Operating Expenses
Bank charges and merchant fees 11,388 10,837
Conference and seminars 64,444 24,790
Consulting 90 242 96,156
Dues and subscriptions 20,873 7,320
Guaranteed payments 70,573 124,293
Information technology 1 049
Legal and accounting 95,885 46,753
Marketing and advertising 264,492 138,362
Office expense and other 3,468 3,222
Provision for credit claims 86,053 28,883
Recruitment 2,190 5,000
Rent 41,956
Taxes and licenses 6,773 5,009
Training 7,430
Travel, meals and entertainment 12,294 9,756
Utilities 2,215
Wages and related expenses 308,220 207,846
Total operating expenses 1,089,545 708,227
Net Income / (Loss) $ (18,550) $ 67,505
Other Comprehensive Income / (Loss)
Loss on foreign currency exchange (8,455) (1,913)
Total Comprehensive Income / (Loss) (27,005) 65,592
Members' Equity, Beginning of Year 68,860
Members' contributions 3,268
Members' Equity, End of Year $ 41,855 $ 68,860

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2013 AND 2012
2013 2012
Cash Flows from Operating Activities

Net income (loss) $ (27,005) $ 65,592
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided by Operating Activities
Allowance for doubtful accounts 86,053 33,651
(Increase) decrease in
Accounts receivable (129,452) (136,607)
Prepaid expenses (2,792) (1,475)
Increase (decrease) in
Accounts payable (7,147) 113,218
Due to related parties 42,025 119,053
Unearned revenue (16,054) 17,500
Net Cash Provided by (Used m) Operating Activities (54,372) 210,932
Cash Flows from Financing Activities

Members' contributions 3,268
Net Cash Provided by Financing Activities 3,268
Net Change in Cash and Cash Equivalents (54,372) 214,200

Cash, Beginning of Year 214,200
Cash, End of Year $ 159,828 $ 214,200

NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - NATURE OF ORGANIZATION
ActionCOACH OneCo, LLC (the Company) was incorporated under the laws of the State of Nevada on
April 19, 2012
The Company markets business coaching, mentoring and training programs and services through the sale
of sub-franchisees (known as business coaches) m approved territories throughout the United States
The franchisees provide coaching and training to small and medium-sized business sectors
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is piesented to assist in understanding
the Company's financial statements The financial statements and notes are representations of the
Company's management who is responsible for the integrity and objectivity of the financial
statements These accounting policies conform to accounting principles generally accepted in the United
States of America and have been consistently applied in the preparation of the financial statements
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements m conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period
Actual results could differ from those estimates
Accounts Receivable
Accounts receivable is reported at net of allowance for doubtful accounts Accounts are charged to bad
debt expense as they are deemed uncollectible based upon periodic review of the accounts At December
31, 2013 and 2012, the allowance for doubtful accounts was $119,704 and $33,651, respectively
Marketing and Advertising
The Company expenses all advertising and marketing costs as incurred The advertising and marketing
expense for the years ended December 31, 2013 and 2012 was $264,492 and $138,362, respectively
Cash and Cash Equivalents
For the purpose of the statement of cash flows, the Company considers all highly liquid investments
available for current use with original maturity of three months or less to be cash equivalents
Revenue Recognition
The Company follows the accrual method of recognizing revenues Revenue from the sale of franchises is
recorded upon finalization of the coach franchise agreement and completion of services under the
contracts Upon execution of the franchise agreement, funds are generally paid by the franchisee for
training These revenues are recognized in the month that the franchisee attends the specified training
Royalty revenue is recognized primarily in a monthly basis based on the contract terms Product revenue
IS recognized at the time of shipment
5
NOTES TO THE FINANCIAL STATEMENTS - CONTINUED
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Reclassification
Certain amounts in the prior year financial statements have been reclassified for comparative purposes to
conform to the presentation m the current period financial statements
Fair Value of Financial Statements
The Company believes the carrying amount of cash, accounts receivable and other current assets,
accounts payable, accrued expenses and other current liabilities approximates fair value due to their short
maturity
NOTE 3 - INCOME TAXES
The Company was organized as a Limited Liability Company Income is not taxed at the Company level,
but IS passed through to the members Therefore, no provision or liability for federal or state income
taxes has been included in the financial statements
As of December 31, 2013 the tax years that remain subject to potential examination by taxing authorities
begin with 2012
NOTE 4-REVENUES
Revenue sources for the year ended December 31, 2013 and for the period from April 19, 2012 to
December 31, 2012 are as follows
2013 2012
Master and license coach fees $ 245,750 $ 271,398
Training fees, royalties, product
income and others 1,223,018 517,279
Marketing fees 371,591 229,585
Other 39,375 535
Total $ 1,879,734 $ 1,018,797
NOTE 5 - RELATED PARTIES
The Company is a member of a controlled group of companies that are either wholly owned or majority
owned by the Company's majority member The other companies are located in the United States,
Australia, Canada and Europe, and are engaged in the same business activity as ActionCOACH OneCo,
LLC Amounts due to and due from related parties include transactions with the companies related
through common ownership
NOTE 5 - RELATED PARTIES (Continued)
Amounts transferred between the Company and its related parties are for various purposes including
training income, royalties, support recharges and rent
As of December 31, 2013 and 2012, the net amount due to related parties consists of the following
Due from / (Due to) related parties 2013 2012
ActionCOACH USA, Inc $ 24,300 $ 24,300

ActionCOACH North America, LLC (179,780) (139,310)
ActionCOACH Canada 949 20,477
ActionCOACH America, Inc 270 (1,050)
ActionCOACH Global Marketing Fund PTY Ltd - (25,546)
Other related parties (6,817) 2,076
Total due to related parties $ (161,078) $ (119,053)
Substantially all amounts due to and due from related parties are non-interest bearing and are due on
demand
As part of the franchise agreement, the Company pays royalty fees to ActionCOACH North America,
LLC, the franchisor of the ActionCOACH concept Total royalty fees were $407,805 and $289,670 for
the years ended December 31, 2013 and 2012, respectively
As part of the franchise agreement, the Company pays fees to the Global Marketing Fund, an Australian
Company, for marketing and advertising fees Total marketing fees associated with the Global Marketing
Fund were $164,437 and $1,995 for the years ended December 31, 2013 and 2012, respectively
NOTE 6 - LEASING ARRANGEMENTS
The Company entered into a building lease with ActionCOACH North America, LLC, a related party
The lease commenced on May 1, 2013 and ended on December 31, 2013 The lease calls for monthly
payments of $5,250 The lease expense associated with this lease was $41,956 and $0 for the years ended
December 31,2013 and 2012, respectively Subsequent to year end, the lease is operating under a month-
to-month arrangement until a new lease agreement is entered into for 2014
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company is involved, from time to time, in some disputes and claims incidental to the conduct of its
business Based on consultation with legal counsel, the Company does not believe that any claims or
disputes, either individually or in the aggregate, will have a material adverse effect on the Company's
financial condition or results of operations
NOTE 8 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through February 12, 2014, the date which the financial
statements were available to be issued No events were identified that would require additional disclosure
ACTIONCOACH NORTH AMERICA, LLC
ELLSWORTH' GILMAN«STOUF
Table of Contents
Independent Auditor's Report 1
Financial Statements
Balance Sheets 2
Statements of income and Member's Deficit 3
Statements of Cash Flows _ 4
Notes to the Financial Statements 5-10

ELLSWORTll' GILMAN«STOr
Independent Auditor's Report
To the Member
ActionCOACH North America, LLC
We have audited the accompanying financial statements of ActionCOACH North America, LLC, which comprise
the balance sheets as of December 31, 2013 and 2012, and the related statements of income and member s deficit
and cash flows for the year ended December 31, 2013 and the period from March 14, 2012 (date of inception) to
December 31, 2012, and the related notes to the financial statements
ManaeemenI s Resoonsibililv for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with
accounting principles generally accepted m the United States of America, this includes the design, implementation
and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are
free from material misstatement, whether due to fraud or error
Auditor s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit We conducted our audit
m accordance with auditing standards generally accepted m the United States of America Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements The procedures selected depend on the auditor s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error In making those risk assessments
the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity's internal control Accordingly, we express no such opinion
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
significant accounting estimates made by management, as well as evaluating the overall presentation of the financial
statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion
Opinion
In our opinion, the financial statements referred to above present fairly in all material respects, the financial position
of ActionCOACH North America, LLC as of December 31, 2013 and 2012, and the results of its operations and its
cash flows for year ended December 31, 2013 and the period from March 14, 2012 (date of inception) to December
31, 2012 in accordance with accounting principles generally accepted in the United States of America
February 12, 2014

Las Vegas, Nevada
Ths cm.Now UnknMmalB T1«VAa
Acuity Rnancial Center

7881 W Ctiarleston Blvd Ste 155 Las Vegas NV 89117
p 702 871 2727 I 702 876-0040
Ivcpas com
Members of the American (nstitute of Certified Public Accountants & Nevada Society of Cerbfied Public Accountants
BALANCE SHEETS
2013 2012
ASSETS
Current Assets
Cash $ 32,453 $ 27,668
Accounts receivable, net 57,165 30,652
Due from related parties 27,108
Other assets 33,864 25,501
Total current assets 123,482 110,929
Property and Equipment, net 93,641 115,923

Total Assets $ 217,123 $ 226,852
LIABILITIES AND MEMBER'S DEFICIT

Current Liabilities
Accounts payable and accrued expenses 267,774 $ 483,646
Due to related parties, net 38,670
Unearned revenue 134,910 143,259
Total current liabilities 441,354 626,905
Member's Deficit (224,231) (400,053)
Total Liabilities and Member's Deficit $ 217,123 $ 226,852

STATEMENTS OF INCOME AND MEMBER'S DEFICIT
YEAR ENDED DECEMBER 31,2013 AND FOR THE PERIOD MARCH 14, 2012
(DATE OF INCEPTION) TO DECEMBER 31, 2012
2013 2012
Revenues $ 2,214,868 $ 1,151,713

Cost of Revenues 609,566 261,678
Gross profit 1,605,302 890,035
Operating Expenses
Bank charges and merchant fees 50,416 26,821
Charitable contributions 1,000 1,800
Conference and seminars - 9,853
Depreciation 22,282 25,431
Dues and subscriptions 15,571 8,815
Equipment lease 26,162 12,686
Global recharge (684,000) (24,394)
Information technology 19,342 3,096
Insurance 18,560 4,249
Legal and accounting 129,050 262,733
Marketing and advertising 51,974 44,625
Office expense and other 55,618 30,135
Other professional fees 17,920 15,545
Provision for credit claims 33,163 50,421
Recruitment 25,185 24,113
Rent 126,616 67,004
Taxes and licenses 24,253 19,278
Telephone 28,015 21,241
Travel 21,386 6,338
Utilities 10,616 6,651
Wages and related expenses 1,438,108 677,048
Total operating expenses 1,431,237 1,293,489
Income / (Loss) from Operations 174,065 (403,454)
Other Income
Other income - 3,153
Gam on foreign currency exchange 1,757 248
Total other income 1,757 3,401
Net Income / (Loss) 175,822 (400,053)
Member's Deficit, Beginning of Year (400,053) -
Member's Deficit, End of Year $ (224,231) $ (400,053)

STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,2013 AND FOR THE PERIOD MARCH 14, 2012
(DATE OF INCEPTION) TO DECEMBER 31, 2012
2013 2012
Cash Flows from Operating Activities

Net Income (Loss) $ 175,822 $ (400,053)
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided by Operating Activities
Depreciation 22,282 25,431
Allowance for doubtul accounts 33,163 50,421
(Increase) decrease in
Accounts receivable (59,676) (81,073)
Due from related parties 27,108 (27,108)
Other assets (8,363) (25,501)
Increase (decrease) in
Accounts payable (215,872) 483,646
Due to related parties 38,670 -
Unearned revenue (8,349) 143,259
Net Cash Provided by Operating Activities 4,785 169,022
Cash Flows from Investing Activities

Purchase of property and equipment (141,354)
Net Increase in Cash 4,785 27,668
Cash, Beginning of Year 27,668 -
Cash, End of Year $ 32,453 $ 27,668

NOTES TO THE FINANCIAL STATEMENTS
NOTE I - NATURE OF ORGANIZATION
ActionCOACH North America, LLC (the Company) was incorporated under the laws of the State of
Nevada on March 14, 2012
The Company markets business coaching, mentoring and training programs and services through the sale
of master license franchises and their sub-ffanchisees (known as business coaches) in approved territories
throughout the United States
Master licensees sell and support ActionCOACH Business Coaching franchises within a defined territory
The franchisees provide coaching and training to small and medium-sized business sectors
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to assist in understanding
the Company's financial statements The financial statements and notes are representations of the
Company's management who is responsible for the integrity and objectivity of the financial
statements These accounting policies conform to accounting principles generally accepted in the United
States of America and have been consistently applied in the preparation of the financial statements
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period
Actual results could differ from those estimates
Accounts Receivable
Accounts receivable is reported at net of allowance for doubtful accounts Accounts are charged to bad
debt expense as they are deemed uncollectible based upon periodic review of the accounts At December
31, 2013 and 2012, the allowance for doubtful accounts was $47,685 and $14,522, respectively
Marketing and Advertising
The Company expenses all advertising and marketing costs as incurred The advertising and marketing
expense for the years ended December 31,2013 and 2012 was $51,975 and $44,625, respectively
Cash and Cash Equivalents
For the purpose of the statement of cash flows, the Company considers all highly liquid investments
available for current use with original maturity of three months or less to be cash equivalents
DECEMBER 31,2013 AND 2012
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property and Equipment
The Company capitalizes significant expenditures for property and equipment at cost, generally those that
exceed $1,000 Depreciation and amortization expense are calculated using the straight line method over
the following useful lives
Estimated Useful
Description Lives (Years)
Furniture and fixtures 5-7
Vehicles 5-7
Computer equipment and software 3-5
Building improvements 15
Maintenance, repairs and minor renewals are expensed as incurred The cost of property sold or otherwise
disposed of and the related accumulated depreciation is relieved from the accounts, and any gams or
losses arising from sale or disposal are included in income
Revenue Recognition
The Company follows the installment method of recognizing franchise fee revenue The amount of the
initial master license fee is based on the population of a territory (normally, a state) On the sale of master
licenses, the amount agreed upon as down payment is recognized as income upon execution of the master
license agreement, the time determined as the point when the Company has substantially performed or has
satisfied all material services or conditions relating to the franchise sale The remaining balance is
recognized, in installments, at the Company's agreed share of the Coach franchise fee, paid by each new
Coach, upon execution of each of the franchise agreements between a master licensee and a Coach
Royalty revenue is recognized primarily on a monthly basis based on the contract terms Training
revenue is recognized when the training services are performed Product revenue is recognized at the
time of shipment
Territory Repurchase
Cost of repurchase of territories is recorded as a reduction of revenue in the period the franchise is
repurchased, to the extent of the revenue from a license fee previously recognized Recognition of
expense of any cost in excess of the license fee revenue previously recognized is deferred until actually
due per the repurchase agreement
NOTE 3 - INCOME TAXES
The Company was organized as a Limited Liability Company Income is not taxed at the Company level,
but IS passed through to the member Therefore, no provision or liability for federal or state income taxes
has been included m the financial statements
NOTE 3 - INCOME TAXES (Continued)
As of December 31, 2013 the tax years that remain subject to examination by taxing authorities begin
with 2012
NOTE 4-REVENUES
Revenue sources for the year ended December 31, 2013 and for the period from March 14, 2012 to
December 31, 2012 are as follows
2013 2012
Master and license coach fees $ 92,915 $ 45,000
Training fees, royalties, product
income and others 2,089,586 1,177,380
Conferences and seminars 162,371 10,000
Total 2,344,872 1,232,380
Territory repurchase (130,004) (80,667)
Total revenue $ 2,214,868 $ 1,151,713
NOTE 5- PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31, 2013 and 2012
2013 2012
Furniture and fixtures $ 285,463 $ 285,463
Vehicles 137,698 137,698
Computer equipment and software 12,618 12,618
Building improvements 105,645 105,645
541,424 541,424
Less accumulated depreciation (447,783) (425,501)
Total $ 93,641 $ 115,923
Depreciation expense for the years ended December 31, 2013 and 2012 was $22,282 and $25,431,
respectively
NOTE 6 - RELATED PARTIES
The Company is a member of a controlled group of companies that are either wholly owned or majonty
owned by its member The other companies are located in the United States, Australia, Canada and
Europe, and are engaged in the same business activity as ActionCOACH North America, LLC Amounts
due to and due from related parties include transactions with the companies related through common
ownership
Amounts transferred between the Company and its related parties are for various purposes including
training income, royalties, support recharges and costs and rent
As of December 31, 2013 and 2012, the net amount due from (due to) related parties consists of the
following
12/31/13 12/31/12
AcionCOACH USA, Inc $ (225,767) $ (51,787)

ActionCOACH America, Inc 37,260 94,978
ActionCOACH OneCo, LLC 179,780 139,310
ActionCOACH Canada 85 (33,050)
ActionCOACH EMEA 265,747 (93,540)
Coby Holdings, Ltd (53,284) (58,860)
ActionCOACH Holdings, LLC (99,000) -
Sugar Enterpnses (178,061) 32,558
Loan to director (4,828) (4,828)
Other related parties 39,398 2,327
Total due from (due to) related parties $ (38,670) $ 27,108
Substantially all amounts due to and due from related parties are non-interest bearing and are due on
demand
The Company charges royalty and license fees to ActionCOACH OneCo, LLC, as part of the franchise
agreement Total royalty and license fees were $407,805 and $42,750, respectively, for the year ended
December 31, 2013 and $289,670 and $0, respectively, for the year ended December 31, 2012
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company is involved, from time to time, in some disputes and claims incidental to the conduct of its
business Based on consultation with legal counsel, the Company does not believe that any claims or
disputes, either individually or in the aggregate, will have a material adverse effect on the Company's
financial condition or results of operations
NOTE 8 - LEASING ARRANGEMENTS
Building Lease with Related Party
The Company entered into a building lease with Goby Holdings Ltd, an LLC owned by a company
wholly owned by Brad Sugar's family trust, effective July 1, 2012 The lease is for a period of five years
The lease calls for a base rent of $15,334 per month plus the operating expenses of the building It also
calls for a 2% rent increase upon lease extensions The lease was amended on March 19, 2013 The
amended lease calls for monthly rent payments of $8,682 ($104,184 per annum)
Equipment Lease
The Company leases various office equipment under non-cancelable operating leases, with terms ranging
from 63 to 69 months, ending m 2015
The lease expense associated with the building and equipment leases totaled $147,992, and $79,689 for
the years ended December 31, 2013 and 2012, respectively
The minimum lease commitments for the remainder of the leases are as follows
Year Ending December 31, Building Equipment Total
2014 $ 104,184 $ 23,826 $ 128,010

2015 104,184 7,794 111,978
2016 104,184 - 104,184
2017 92,004 - 92,004
$ 404,556 $ 31,620 $ 436,176
Sub-lease Agreements
The Company entered into a sub-lease agreement with ActionCOACH OneCo, LLC, a related party, for
the use of office space The lease commenced on May 1, 2013 and ended on December 31, 2013 The
lease calls for monthly payments of $5,250 to be made to the Company The lease income associated
with this lease was $42,000 and $0 for the years ended December 31, 2013 and 2012, respectively
Subsequent to year end, the lease is operating under a month-to-month arrangement until a new lease
agreement is entered into for 2014
The Company also received sub-lease income from a third party for the use of office space The lease
calls for monthly payments of $1,000 and is operating under a month-to-month arrangement Total sub
lease income associated with this lease was $8,000 and $0 for the years ended December 31, 2013 and
2012, respectively
NOTE 9 - INTELLECTUAL PROPERTY
Under a license agreement dated July I, 2012, the Company became licensed by ActionCOACH IPCo,
Ltd (Licensor) to use and sublicense, within the United States of America and Canada, the trademarks,
copyrighted materials and other intellectual property associated with the ActionCOACH concept The
license is for a term of 99 years and is terminable by the Licensor if (1) the Company fails to cure a
material default within 90 days after receiving notice of default from the Franchisor, (2) the Company or
any of its directors or executive officers is convicted (or pleads no contest to) of a felony, crime involving
moral turpitude, or other crime that is likely to harm the Licensor's goodwill in the trademarks, (3) the
Company's assets are attached pursuant to court order, (4) the Company becomes insolvent or the subject
of bankruptcy or dissolution proceedings, or ceases to do business
NOTE 10 - OFF-BALANCE SHEET ARRANGEMENTS
Financial accounting standards for consolidation of variable interest entities (VIEs) provide a framework
for identifying VIEs and detennimng when a company should include the assets, liabilities, non-
controlling interests, and results of activities of a VIE m its consolidated financial statements In general,
a VIE IS a corporation, partnership, limited-liability corporation, trust, or any other legal structure used to
conduct activities or hold assets that either has
1 An insufficient amount of equity to carry out its principal activities without additional
subordinated financial support,
2 A group of equity owners that are unable to make significant decisions about its activities, or
3 A group of equity owners that do not have the obligation to absorb losses or the right to receive
returns generated by its operations
The Company has a variable interest in a commonly owned company called Goby Holdings Ltd (VIE),
(see Note 8) The relationship between the Company and the VIE was reviewed and it was determined
that the relationship and the transactions between the companies do not require consolidation in the
Company's financial statement The VIE owns a building, which the Company leases to run its
operations
NOTE II - SUBSEQUENT EVENTS
Management has evaluated subsequent events through Februaiy 12, 2014, the date which the financial
statements were available to be issued No events were identified that would require additional
disclosure
10
EXHIBIT M
To
BUSINESS COACH
TRAINING SCHEDULE AND TRAINERS

ActionCOACH TRAINING PROGRAM
SCHEDULE - Franchisee Training (10 Day)
Class
Day Subject ' Activities And Group Work Materials
[ Hours
Welcome to Action Intro and Positioning the Team
Trainer Earn The Rioht Trainers background
About Learninq Confusion and Success Mindset
PowerPoint
System Overview Follow the ActionCOACH system
Notes
Chanqe the Wav You Think Generalized Princioles
Day 1 14 Flipchart
Action Coach Business System Product ladder intro Handouts
Profit System Activities
Table tooic What have you learned so far
Exercise Learninq Review
WIFLE Introduction What 1 Feel Like Exoressinq
Volleyball Review
Review of Day 1 slides Review of Day 1 slides
Action Coach Coaching System Intro - teach to fish and 6 steps intro
Action Coach Coaching System PowerPoint
Mastery/ Financial Mastery
Notes
Action Coach Coaching System Service Training
^ Day 2 16 Flipchart
Exercise Service Rich Review
Handouts
Exercise Mastery Review Activities
Action Coach Coaching System Niche
Exercise Niche Review
Leverage Game Night System Play Leverage after dinner
Volleyball Review
Action Coach Sales Training Workshop Presentation
Leverage System 9 Ways to Systematize
Exercise Leverage Review
Team System 6 Keys to a Winning Team
Shake Hands Game Team Activity
Squares Game Team Activity PowerPoint
Notes
Exercise Team Review
Day 3 16 Flipchart
Action Coach Recruitment 4 Hr Recruitment System
Handouts
Exercise Recruitment Review Activities
Action Coach Synergy System Duplication / to X
Exercise Synergy
Action Coach Results System Results & Future Coaching
Book Recommendations Top 10 Books
Exercise Results & Future Coaching
WIFLE What 1 Feel Like Expressing
Feedback Form Complete feedback form
Volleyball Review
Outside Business Analysis Review of Outside Business Ops
Action Coach Marketinq System 13 Step System Step 1
PowerPoint
Ad Giants Intro & online demo
Notes
Action Members Intro & online demo
Day 4 14 Flipchart
Exercise Review Step 1 Handouts
Action Coach Marketinq System 13 Step System Step 2 Activities
Exercise Review step 2
Action Coach Marketing System 13 Step System - Step 3 & 4
Exercise Role Play step 3
Class
Day Subject Activities And Group Work Materials
Hours
Action Coach Marketing System 13 Step System Step 5 & 6
Action Coach Marketing System 14 Step System - Step 7 & 8
Action Coach Marketing System Step 9 - Homework for Day 5
Exercise 13 Step Review 1 - 8
WIFLE What 1 Feel Like Expressing
Volleyball Review
Exercise Steps 9-13
Review of Ropes Course Learning and Breakthrough s PowerPoint
Notes
Selling Characteristics of Sales Person
Day 5 14 Flipchart
The Coaching Sales Process 8 Steps to the Sale
Handouts
Exercise Coach on Deck Role Play Activities
Exercise Diag Role Play
Exercise 13 Step Review 9-13
Exercise Review Welcome Pack
Volleyball Review
Business Rich Positioning and selling
Business Rich Presentation Overview PowerPoint
Exercise Business Rich Notes
Day 6 Growth Club Positioning and selling 14 Flipchart
Growth Club Presentation Overview Handouts
Exercise 90 Day Planning Activities
Exercise Review Growth Club
Exercise Review the Day guestions for Trainer
Feedback Forms Complete feedback forms
Volleyball Review
Action Coach Coaching System Welcome book and Starter Pack
Exercise Review the Coach System
Action Coach Coaching System 1st 6 Weeks
Action Coach Coaching System Positioning System
Action Coach Coaching System Positioning Role Play
Exercise Review Positioning
Action Coach Coaching System Alignment System
Action Coach Coaching System Alignment Role Play - personal PowerPoint
Notes
Action Coach Coaching System Alignment Role Play business
Day 7 14 Flipchart
Action Coach Coaching System Alignment Role Play solutions
Handouts
Exercise Review Alignment
Activities
Action Coach Coaching System The Alignment Training Day
Action Coach Coaching System Week 3 - Education
Exercise Review Education
Action Coach Coaching System Week 4 community
Exercise Review Education
Action Coach Coaching System Week 5 results
Exercise Review Results
Action Coach Coaching System Week 6 referrals
Exercise Review Referrals
Volleyball Review
Day 8 14 PowerPoint
Class
Day Subject Activities And Group Work Materials
Hours
Action Coach Summary 13 Weeks-90 Day Plan Notes
Exercise 90 Day Plan Flipchart
Action Coach Summary 13 weeks coaching Handouts
Exercise Coaching Script Activities
Action Coach Summary Coaching Process
Exercise Coaching Role Play
Exercise Review Coaching
Action Coach Summary 1st 12 Months Coaching
Exercise Review Coaching
Action Coach Summary Results Review -13 weeks
Exercise Review 13 Week System
Volleyball Review
Action Coach Presenting System Mastery & super Learning PowerPoint
Exercise Presenting Notes
Day 9 Action Coach Presenting System Presenting the 5 Ways 14 Flipchart
Exercise Presenting the 5 Ways Handouts
Exercise Review 5 Ways Presenting Activities
WIFLE Group WIFLE
Dinner The Lavo at The Palazzo
Volleyball Review Final
System Flow Chart Build a system flow chart
System Flow Chart Present to each other PowerPoint
The Action Coach Business System Goal Platinum Notes
Day
Dream Goal Plan Action Race to Platinum 8 Flipchart
10
Online SuoDort Review websites Handouts
Exercise Share your Dreams Activities
Exercise Present Goals to each other
Exercise Review 90 Day Plans
Feedback Forms Complete feedback forms
SCHEDULE - EBC Training (7 Day)
CLASSROOM
DAY SUBJECT MATERIALS
HOURS
Books PowerPoint Notes

Day 1 System Overview 15
Flipchart Handouts Activities
Coaching System Building a PowerPoint Notes Flipchart
Day 2 & 3 15
Business Handouts Activities
PowerPoint Notes Flipchart
Day 4 Marketing & Sales 15
Handouts Activities
Day 5 BusinessRICH 15
Handouts Activities
Coaching System The first Six PowerPoint Notes Flipchart
Day 6 15
weeks Handouts Activities
Day 7 Coaching & Role Play 15
Handouts Activities
TRAINERS
The following individuals are the trainers who rotate to conduct the subjects in the Franchisee Training and
Employee Business Coach Training
ActionCOACH
Name Franchisee AC.nCOACHAw„d.
since
Bradley Sugars Item 2 of the Disclosure Document discusses Mr Sugars expenence
2005 - Sprinter Award 2006 - New

Every month since May Zealand Coaches Choice Award 2007 -
Andrew Johnston Apr-05
2008 ActionMAN 2013 - Most Improved Coach
(Regional)
2008 - Coach of the Year (Regional)

ActionMAN (Global) 2009 - Coach of the
Every month since May
Bruce Campbell Apr-05 Year (Regional and Global) 2010 - Coach
2008
of the Year (Regional and Global) 2012 -
ActionMAN and Hall of Fame (Global)
2003 - Team Player (New Zealand) 2004 -

Coaches Choice (New Zealand) 2005 -
Coaches Choice (Global) 2006 - Neil
Aug 2011 Dec 2011
Sinclair Award (New Zealand) 2007 -
Bruce Wilson Apr-99 Jul 2012 Oct 2012 and
Team Coach (Regional) 2008 - Hall of
Dec 2012
Fame Team Coach (Regional) 2009 -
Coaches Choice (Global) Chairman s
Club Team Player Coach of the Year
2004 - Team Player (State) ActionMAN

(Regional) 2005 - Team Player (Regional)
2006 - ActionMAN (Regional) Best Group
Every month since May Coaching (Global) 2008 - ActionMAN
2008 (except January (Global) 2009 - Coaches Choice
Chuck Kocher Sep-02
February and March of (Regional) 2010-Coaches Choice
2011) (Global) 2011 - Hall of Fame (Global)
2012 - Executive Coach (Regional)
Abundance Coach (Regional) 2013 -
MasterCOACH (Regional)
ActionCOACH
Top 100 Business
Name Franchisee ActionCOACH Awards
Coach Ranking
since
2010 - ActionMAN (Regional) Rookie of

the Year (Global) 2011 - ActionMAN
Every month since
Douglas Winnie Jul-09 (Global) Executive Coach (Regional)
November 2009
President s Club 2013 - Practice Ownber
of the Year (Regional)
2006 - ActionMAN (Global and Canada)

Every month in 2010
2008 - ActionMAN Most Improved Firm
and 2011 Mar 2012
(Global and Regional) 2009 - Team Coach
Ken Zelasny Oct-03 May 2012 Jun 2012
(Regional) ActionMAN (Regional) 2010-
Aug 2012 and Sept
ActionMAN (Regional) Coach of the Year
2012
(Canada)
Oct 2010 March 2011

June 2011 to
2012-Coaches Choice (Regional) 2011 -
Kent Rhodes Apr-09 September 2011
Rookie of the Year (Regional)
December 2011
September 2012
Rookie of the Year Action Awards

Wairekei New Zealand 2004 Rookie of
the Year Action Awards Barossa Valley
Australia 2004 Action Man Global Award
Port Douglas Australia 2005 Mr Show Me
The Money award Port Douglas Australia
2005 Coach of the Year Australasia
Awards 2006 Coach of the Year New
Zealand Awards 2008 Show Me The
Every month since
Mark Daniels Sep-03 Money New Zealand Awards 2008
August 2008
Coaches Choice New Zealand Awards
2008 Coach of the Year New Zealand
Awards 2009 Show Me The Money New
Zealand Awards 2009 Team Player New
Zealand Awards 2009 Action Man Top
Coach New Zealand 2010 Show Me The
Money New Zealand 2010 Action Man
Award Australasia Award Asia Conference
2012 2013-ActionMAN (Regional)
Every month since

January 2010 except 2011 - ActionMAN (Global) 2012 -
Mark Tobiassen Jul-08
Sept 2012 and Nov ActionMAN (Regional)
2012
Every month since ActionMAN (Regional) - 2007 2011 2012

Paul Henshall Oct-03
August 2008 and 2013
ActionCOACH
Top 100 Business
Coach Ranking
since
Every months since

Steve Leach Dec-97 2013 - MasterCOACH (Regional)
May 2008
Nov 2010 Jan to Apr 2003 - Coach of the year (Regional) 2004
Steven Kay May-01 2011 Jul 2011 Jan - Team Player (Regional) 2008 - 2010
and Feb 2012 Firm Owner of the Year
Every month since May 2009 - ActionMAN (Regional and Global)

Tom Palzew/icz Dec-04 2008 (except 2010 - ActionMAN (Regional) 2011 -
September 2009) Team Coach (Regional)
EXHIBIT N
To
BUSINESS COACH
OPERATIONS MANUAL - TABLE OF CONTENTS

Please note that as of the Issuance Date of this Disclosure Document ACNA has completely
implemented an online WIKI format version of the Manuals and no longer issues wntten Manuals
1 4 Week Foundation Program
11 Intention of the 4 Week Foundation Program

12 Foundation Program Checklist
2 Coaching
21 Start a New Client

22 First 6 Weeks of Coaching
23 13 Week Coaching Cycle
24 6 Steps - Mastery
25 6 Steps - Niche
26 6 Steps - Leverage
27 6 Steps-Team
28 6 Steps - Synergy and Results
29 Coaching Tools
21 KPI s
2 11 Coaching Challenges
212 PlanningCLUB
2 13 GrowthCLUB
214 BusinessRICH
2 15 FinanceRICH
216 TimeRICH
217 SeminarCLUB
2 18 6 Steps Workshop
2 19 5 Ways
22 BookCLUB and DVDCLUB
2 21 ActionCLUB
2 22 ProfitCLUB
2 23 Master Mentors
2 24 Secunng a Sponsor Webinar
3 Firm
31 People
32 Roles and Responsibilities
33 Recruiting
34 Training
35 90 Day Coach Foundation Program
36 Conferences
37 Operations
38 Office
39 Technology
31 Communication
311 Financials
312 Policies
313 Legal
314 Marketing
3 15 Stock List
3 16 Firm Marketing
317 Standards
318 Brand Management
319 Planning and Reporting
32 Goals
3 21 Planning
3 22 Reporting
3 23 Standard Forms
4 MasterCOACH
41 Coaching Agreements
42 Monthly Reporting
43 Event Approval
44 Marketing and Promoting
45 Fees
46 Management and Administration
47 Minimum Standards
48 Removal
5 Sales
51 13 Step Process Overview

52 Step 1 Build a Database
53 Step 2 Direct Mail
54 Steps 3 to 11 Steps Leading to Diagnostic
55 Step 12 Diagnostic
56 Improving your Sales Skills
57 Scripts
6 Coaching for a Cause
61 Welcome Book
62 Introduction
63 Steps Involved
64 Sales Letter
65 Program Outline
66 5 Ways for Non-Profits
67 Approved PR Templates
68 Fact Sheet
69 Q&A with Brad Sugars
61 Structure of Regiona Boards
6 11 Agreement Form
6 12 Coaching for a Cause Official Presentation at Global
6 13 Recommended Reading
6 14 Coaches Share their Non-Profit Expenence
Instructions for Registering and Promotibg a Cause in the
6 15 website
6 16 Coaching for a Cause Website Training Webinar
6 17 Coaching for a Cause Interview with Brad Sugars
618 Using a Pro Bono Coaching to Grow your Business
6 19 Coaching for a Cause Webinars
7 Marketing
71 ActionCOACH Marketing Rules of the Game

72 ActionCOACH Marketing Policies and Procedures
73 Resources
74 Marketing Strategies
75 Advertising and General Marketing
76 Public Relations
77 Webinars Media
8 Marketing Media
81 5 Ways
82 6 Steps
83 ActionCLUB
84 Business Excellence Forum
85 BusinessRICH
86 Coach Level Certificates
87 Continuation Education Credits - NASBA
88 French Materials
89 GrowthCLUB
81 Leverage Game Nights
8 11 PlanningCLUB
812 ProfitCLUB
8 13 SeminarCLUB
8 14 Sporting Flyers
815 Take the Field
816 Testimonials
8 17 Tickets / Gift Certificates / Vouchers
9 ActionMEDIA
91 Weekly Training Conference Calls

92 Coaching
93 Workshops and Seminars
94 CD of the Month
95 Firm Training
96 Strategic Partnerships
97 Business Excellence Awards
98 ML Media
99 Resources and How To Videos
91 Books
911 Conference Videos
10 IT
10 1 Email
102 FAQs
103 ActionHELP
104 Infrastructure
105 Passwords
106 Web Sites
107 CRM
11 ActionMEMBERS
11 1 About ActionMEMBERS
11 2 ActionHELP
11 3 Mam Arena
114 Home Run
115 Notice Board
11 6 Game Plan
11 7 Playbook
11 8 Scouting
11 9 Scorecard
11 1 Locker Room
1111 Administration
12 ActionCOACH CRM
12 1 What IS your ActionCOACH CRM

12 2 What IS the Web Site
12 3 How can I contact WSI for Support / Training
12 4 Coach Ben Fewtrell - Training Videos
12 5 How CRM can work with your daily KPI's
12 6 6 Common Questions
13 ExecutiveCOACH
13 1 IN' the ExecutiveCOACH Business

13 2 Fit 4 Action Tools
13 3 The Executive Coaching Process
13 4 The Executive Coaching Skills and Techniques
13 5 Providing and Calculating ROI with Executive Coaching
13 7 "ON the ExecutiveCOACH Business
14 Master Licensee Manual
141 Accounting
14 2 Business
14 3 Marketing
14 4 Coaching
14 5 Compliance
14 6 Legal
14 7 Sales
14 8 Training
EXHIBIT O
To
BUSINESS COACH
COMMUNICATIONS SYSTEM SPECIFICATIONS

Communications System Specifications
Hardware Requirements
Intel or AMD-based system capable at a minimum of running Microsoft Windows 7

o Altematively Macintosh system capable of running the latest version of MacOS
o Desktop laptop or tablet depending on your preference
External USB hard drive - 500 GB or larger for document backups
o For convenience choose a drive that offers a "one-touch" backup solution
o For complete protection obtain multiple drives Get in the habit of (at least monthly)
storing a complete backup of your computer off-site in a safe deposit box or
equivalent secure location
Surge protector
o For complete protection purchase an uninterruptible power supply (or UPS)
Software Requirements
Microsoft Office 2007 (or 2008 for Mac)

o Standard edition or better - must contain PowerPoint
Adobe Reader v8 or better (free download from htto //www adobe com)
Adobe Acrobat creation utility
o There are freeware utilities available that do this without requiring purchase of the full
Adobe Acrobat application See htto //www orimoodf com
QuickBooks (recommended) or equivalent business finance software
Anti-Virus software
Web browser
o Mozilla Firefox 2 or better is recommended (free download from
htto //www oetfirefox com)
o Internet Explorer 6 or better is acceptable but discouraged
• IE7 under Windows Vista is known to cause problems with some
ActionCOACH websites such as webmail and is not supported
o Opera and Safari are NOT SUPPORTED Skype
(recommended) or other instant messenger service
Telecommunication Requirements
Minimum of two office phone lines and one dedicated fax line*
o VoIP providers such as Vonage which can accommodate these requirements are
acceptable
Broadband connectivity minimum of 768kb/s download speed and 384 kb/s upload speed is
recommended but not required, as download speed is generally limited by geographical
restnctions
Plain paper fax machine (high paper capacity preferred)
o Altematively an online fax service such as eFax is acceptable In this case it would
not be necessary to obtain a dedicated fax line
{You Date, Sign, and Keep This Copy}
RECEIPT
This disclosure document summarizes certain provisions of the franchise agreement and other
information in plain language Read this disclosure document and all agreements carefully
If we or ActionCOACH North America Inc ( ACNA ) offer you a franchise we or AGNA must provide this
disclosure document to you fourteen (14) calendar days before you sign a binding agreement with or
make a payment to us ACNA or an affiliate in connection with the proposed franchise sale
[Maryland New York and Rhode Island require that we give you this disclosure document at the
earlier of the first personal meeting or ten (10) business days before the execution of the franchise
or other agreement or the payment of any consideration that relates to the franchise relationship ]
[Michigan and Oregon require that we give you this disclosure document at least ten (10) business
days before the execution of any binding franchise or other agreement or the payment of any
consideration whichever occurs first ]
if we or ACNA do not deliver this disclosure document on time or if it contains a false or misleading
statement or a material omission a violation of federal law and state law may have occurred and
should be reported to the Federal Trade Commission Washington DC 20580 and to the
appropriate state agency listed in Exhibit I
The Master Licensee is ActionCOACH OneCo LLC Our agent for service of process is listed in
Exhibit I Our Franchisor is ActionCOACH North Amenca LLC at 5781 S Fort Apache Rd Las
Vegas NV 89148 tel no 888-483-2828 ACNA s agents for service of process if any are listed in
Exhibit I
The franchise seller for this offenng is
Cornelius Williams Nicholas Dove

Kane Millspaugh
Issuance date
I have received a Franchise Disclosure Document dated March 28 2014 which included the following
exhibits Exhibit A The FIRM - Business Coach Agreement Exhibit B(1)-(B2) The Practice (5
Year and Premium) Business Coach Franchise Agreement Exhibit C State- Required Addenda to
Franchise Agreement, Exhibit D Nominated Business Coach Agreement Exhibit E Nondisclosure and
Noncompete Agreement Exhibit F Release Exhibit G Compliance Questionnaire Exhibit H
Additional State-Required Information Exhibit I State Regulatory Authorities and Registered
Agents in Certain States Exhibit J Business Coaches as of December 31 2013 Exhibit K Business
Coaches who left the system dunng the fiscal year ending December 31 2013 Exhibit L Financial
Statements Exhibit M Training Schedule Exhibit N Operations Manual Table of Contents and
Exhibit O Communications System Specifications
If I received the Franchise Disclosure Document on CD-R or CD-ROM or by any other electronic
means then by printing this receipt for signature I acknowledge that I have the equipment
software and other means necessary to open and to review the Franchise Disclosure Document in its
entirety
Date Signed
Print Name
{You Date, Sign, and Give Us This Copy}
RECEIPT '
If we or ActionCOACH North Amenca Inc ( AGNA ) offer you a franchise we or AGNA must provide this
make a payment to us AGNA or an affiliate in connection with the proposed franchise sale
If we or AGNA do not deliver this disclosure document on time or if it contains a false or misleading
should be reported to the Federal Trade Gommission Washington DG 20580 and to the
The Master Licensee is ActionGOAGH OneGo LLG Our agent for service of process is listed in
Exhibit I Our Franchisor is ActionGOAGH North Amenca LLG at 5781 S Fort Apache Rd Las
Vegas NV 89148 tel no 888-483 2828 AGNA s agents for service of process if any are listed in
Exhibit I
The franchise seller for this offenng is
Gornelius Williams Nicholas Dove

Kane Millspaugh
Issuance date
I have received a Franchise Disclosure Document dated March 28 2014 vi4iich included the following
exhibits Exhibit A The FIRM - Business Goach Agreement Exhibit B(1)-(B2) The Practice (5
Year and Premium) Business Goach Franchise Agreement Exhibit G State- Required Addenda to
Franchise Agreement Exhibit D Nominated Business Goach Agreement Exhibit E Nondisclosure and
Noncompete Agreement Exhibit F Release Exhibit G Gompliance Questionnaire Exhibit H
Additional State-Required Information Exhibit I State Regulatory Authorities and Registered
Agents in Gertain States Exhibit J Business Goaches as of December 31 2013 Exhibit K Business
Goaches who left the system dunng the fiscal year ending December 31 2013 Exhibit L Financial
Statements Exhibit M Training Schedule Exhibit N Operations Manual Table of Gontents and
Exhibit O Gommunications System Specifications
If I received the Franchise Disclosure Document on GD-R or GD-ROM or by any other electronic
means then by pnnting this receipt for signature I acknowledge that I have the equipment
entirety
Date Signed
Print Name
Cal E^SI Project (21S0 11;
Per- ^ t D'jcum^ros
in" «:
c /
/
\
X?
Patch II
RECEIVED
APR 012014
Dept of Business Oversight
"LT
fU
business coaching
BUSINESS COACH
ActionCOACH OneCo, LLC
CALIFORNIA
(Counties of Kern, Los Angeles, Orange, San Luis Obispo,
Santa Barbara and Ventura)
CA Business Coach FDD March 2014

The terms of your contract will govern your franchise relationship Do not rely on the disclosure
document alone to understand your contract Read your entire contract carefully Show your
contract and this disclosure document to an advisor, like a lawyer or an accountant
Buying a franchise is a complex investment The information in this disclosure document can
help you make up your mind More information on franchising such as "A Consumer's Guide to
Buying a Franchise," which can help you understand how to use this disclosure document, is
available from the Federal Trade Commission You can contact the FTC at 1-877-FTC-HELP or
by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington, D C 20580 You can also
visit the FTC's home page at www ftc gov for additional information Call your state agency or
visit your public library for other sources of information on franchising
There may also be laws on franchising in your state Ask your state agencies about them
Issuance Date March 28. 2014March 28. 2013. as amended on Novombor 11. 2013
CA Business Coach FDD March 2014 III

MARKETING AND ADVERTISING FEE STREAM FOR THE LESSER OF TWO (2) YEARS
OR THE REMAINING TERM OF THE FRANCHISE, MINUS OUR EXPENSES SAVED
7 THE FRANCHISE AGREEMENT DOES NOT GRANT YOU AN EXCLUSIVE TERRITORY
8 THE FRANCHISE AGREEMENT STATES THAT FAILURE TO SUCCESSFULLY

COMPLETE INITIAL TRAINING WILL RESULT IN TERMINATION OF THE FRANCHISE
AND LOSS OF THE FRANCHISE FEE AND TRAINING FEE
9 THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE
We may use the services of one or more FRANCHISE BROKERS or referral sources to assist
us in selling our franchise A franchise broker or referral source represents us, not you We pay
this person a fee for selling our franchise or referring you to us You should be sure to do your
own investigation of the franchise
Certain states require franchisors to make additional disclosures related to the information
contained in this disclosure document Those disclosures are in Exhibit H to this disclosure
document
The Effective Date for the State of California is November 18, 2013

TABLE OF CONTENTS
PAGE
ITEM 1 THE FRANCHISOR, THE MASTER LICENSEE AND ANY PARENTS,

PREDECESSORS AND AFFILIATES 1
ITEM 2 BUSINESS EXPERIENCE 7§
ITEM 3 LITIGATION 8
ITEM 4 BANKRUPTCY 1343
ITEMS INITIAL FEES 1443
ITEM 6 OTHER FEES 1544
ITEM 7 ESTIMATED INITIAL INVESTMENT 2635
ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 36S§
ITEM 9 FRANCHISEE'S OBLIGATIONS 383?
ITEM 10 FINANCING 4038
ITEM 11 MASTER LICENSEE S ASSISTANCE ADVERTISING COMPUTER SYSTEMS

AND TRAINING 4038
ITEM 12 TERRITORY 4645
ITEM 13 TRADEMARKS 4948
ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION M48
ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

FRANCHISE BUSINESS ^§8
ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL ^58
ITEM 17 RENEWAL, TERMINATION TRANSFER AND DISPUTE RESOLUTION ^54
ITEM 18 PUBLIC FIGURES ^55
ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS M55
ITEM 20 OUTLETS AND FRANCHISEE INFORMATION 6468
ITEM 21 FINANCIAL STATEMENTS ^§8
ITEM 22 CONTRACTS 8068
ITEM 23 RECEIPTS 8068
CA Business Coach FDD March 2014 VI

Exhibits
A The FIRM - Business Coach Franchise Agreement
B(1) The PRACTICE (5 Year) - Business Coach Franchise Agreement
B(2) The PRACTICE (Premium) - Business Coach Franchise Agreement
C State-Required Addenda to Franchise Agreements
D Nominated Business Coach Agreement
E Nondisclosure and Noncompete Agreement
F Release
G Compliance Questionnaire
H Additional State-Required Information
I State Regulatory Authorities and Registered Agents in Certain States
J Business Coaches as of December 31, 20132
K Business Coaches who left the System during the Fiscal Year ending December 31,
20132
L Financial Statements
M Training Schedule
N Operations Manual Table of Contents
O Communications System Specifications
RECEIPT (2 copies)
CA Business Coach FDD March 2014 VII

Delaware, District of Columbia, Florida Georgia, Hawaii, Illinois, Kansas, Kentucky, Idaho,
Maine, Maryland, Massachusetts, Michigan, Missouri, Mississippi, Montana, Nevada {counties
of Clark. Esmeralda, Lincoln & Nye), New Hampshire, New Mexico, New York, North Dakota,
Oklahoma, Oregon, Rhode Island, South Carolina, South Dakota, Tennessee, Texas {counties
of Collin, Dallas, Denton, Ellis, Henderson, Hood, Hunt Johnson Kaufman, Parker Rockwall and
Tarrant and Archer Grayson Gregg, Harrison Smith, Upshur and Wichita, Anderson, Andrews,
Armstrong Bailey, Baylor Borden, Bosque, Bowie, Briscoe, Callahan Camp, Carson, Cass, Castro,
Cherokee Childress Clay, Cochan Collingsworth, Cooke Cottle, Crosby, Dallam, Dawson Deaf
Smith Delta, Dickens, Donley Eastland, Erath Frannin, Fisher Floyd Foard, Franklin Freestone,
Gaines, Garza, Gray, Hale Hall, Hansford, Hardeman, Hartley, Haskell Hemphill, Hill, Hockley,
Hopkins, Howard Hutchinson, Jack Jones, Kent, King Knox Lamar Lamb Lipscomb, Lubbock,
Lynn, Marion, Martin, Mitchell Montague, Moore, Morris Motley Nacogdoches, Navarro, Nolan
Ochiltree, Oldham, Palo Pinto, Panolo Parmer, Potter Rams Randall, Red River, Roberts Rusk,
Sabine San Augustine Scurry, Shackleford, Shelby Sherman, Somervell, Stephens Stonewall
Swisher, Taylor Jerry, Throckmorton, Titus, Van Zandt Wheeler, Wilbarger, Wise, Wood, Yoakum
and Young) Utah Vermont, Virginia, Washington, West Virginia, and Wyoming
We began offering Business Coach franchises in non-registration states within the Territory in
July 2012 No other predecessor or affiliate has ever offered business coach franchises
Neither we nor any predecessor or affiliate has ever offered franchises in any other line of
business
We subfranchise and support Business Coaches within our Territory We do not have the right
to conduct business coaching services within our Territory
ACNA's Business Form. Predecessors, and Affiliates
ACNA IS a limited liability company with its principal business address at 5781 S Fort Apache
Rd , Las Vegas, Nevada 89148 ACNA was incorporated in the State of Nevada on March 14,
2012 ACNA has appointed agents for service of process in certain states, those agents are
listed in Exhibit I
Through its Master Licensees and Business Coaches, ACNA provides business coaching,
mentoring and training programs and services to business owners ("Clients") in the small to
medium-size business sector
Master Licensees and Business Coaches deliver services using a business format and
materials created by Brad Sugars, an entrepreneur and business coach who founded the
ActionCOACH concept (then known as Action International) in the early 1990s ACNA is a
member of a controlled group of companies owned by Mr Sugars Action International Pty Ltd
("AIPL') was incorporated in Australia in 1994 to develop the business, and offered franchises in
Australia using the "Action International" marks from January 1995 until December 2006 Its
address was Australia Fair Tower, Level 11, Suite 2, 32 Mams Parade, Southport, Queensland
4215, Australia ACTIONCOACH LIMITED ('ActionCOACH Limited ) owned the ActionCOACH
marks and other intellectual property relating to the ActionCOACH System, and licensed them
to MindRICH S A R L ('MindRich") On July 1, 2012, the ActionCOACH marks and intellectual
property were assigned by ActionCOACH Limited to ActionCOACH IPCo, Ltd ("ACIP") and
MindRichs license was then terminated with ACNA now holding the right, from ACIP, to
sublicense the intellectual property in the Territory, among others ACIP was incorporated in
2012 in the United Kingdom ACIPs principal business address is Argon House, Argon Mews,
Fulham Broadway, London, UK SWB 1BJ On May 1, 2012, ActionCOACH Global Marketing
Fund (Pty) Ltd (ACGM') was incorporated in Australia for the purpose of managing and
administering the Marketing and Advertising Fees collected from franchisees beginning July 1,
CA Business Coach FDD March 2014 2
2012 ACGMs registered office is Unit 1, 44 Borthwick Avenue, Murrarie, OLD 4172 Other
companies in the group engage in the same business activity in other regions of the world
ACNA grants Master Licenses in specific geographic territories by means of a separate

disclosure document Each Master Licensee recruits and supports PRACTICE and FIRM
franchises in the Master Licensee's assigned territory This disclosure document does not
describe the Master License opportunity
Before ACNA granting Master Licenses in the Territory, ACUl (formerly known as "Brad Sugars
Action International, Inc ') offered Master Licenses and direct Business Coach franchises using
the "Action International trademark in the USA from August 1999 until December 2006, at
which time ACUl ceased licensing the "Action International trademark in most states Since
January 2007, ACUl offered Master Licenses and direct Business Coach franchises using the
"ActionCOACH' trademark Existing franchisees were required to begin using the
ActionCOACH marks by March 31, 2007 ACNA has no other predecessor as franchisor of the
ActionCOACH concept in the USA Neither ACNA nor its affiliates havo ever offered
franchiGos in any other line of business
ACNA IS also affiliated with ProfitPlus Accounts Ptv Ltd ("ProfitPlus Australia') and ProfitPlus
Accounts LLC ("ProfitPlus USA L franchisors of the ProfitPlus Accounts franchise business in
Australia and the USA respectivelv In 2012, Mr Suaars established throuoh ProfitPlus
Australia the ProfitPlus Accounts concept for financial reporting, business management,
management reporting and business development services in Australia In the USA. ProfitPlus
USA IS the licensor and franchisor of the ProfitPlus Accounts concept ProfitPlus USA will,
subiect to federal and state reouirements. commence sales and operations of the ProfitPlus
Accounts franchises in the USA in 2014 ProfitPlus Australia was organized on September 14.
2012 in Australia and has its principal office at 2/8 Mowbrav Terrace. East Brisbane. OLD 4169
ProfitPlus USA was organized in Nevada. USA on June 3, 2013 and has its principal place of
business at 5781 S Fort Apache Road. Las Vegas. NV 89148
The Business Coach Franchise
The ActionCOACH Business Coach Franchise business provides a number of services to

owners of small and medium-sized businesses ("Clients") The major offerings are business
coaching, mentoring and training in sales, marketing and business management The franchise
business also markets a range of business-building products designed to help Clients enhance
their business knowledge and personal development These services are offered through
Business Coaches The Business Coaches are not trained or authorized by us to offer legal or
accounting advice to Clients
We offer 3 types of Business Coach franchises - (1) the FIRM, (2) the PRACTICE (5 Year), and
(3) the PRACTICE (Premium) You and we will determine which form of franchise may be
granted to you based on our subjective assessment of your ability and desire to mentor a team
of Business Coaches
This disclosure document describes the terms and conditions upon which we currently offer
Business Coach franchises We reserve the right, in our sole discretion, to grant, or not to
grant an ActionCOACH franchise to you, regardless of the stage of the franchise application
process or costs expended by you There may be instances where we have varied, or will vary,
the terms on which we offer franchises to suit the circumstances of a particular transaction
However, our mission is to grant franchises to qualified individuals and groups who believe they
can achieve their personal and business goals by

ITEM 2
BUSINESS EXPERIENCE
The following is a list of all of our directors trustees, general partners and principal officers, as
well as the individuals who have management responsibility relating to the sale or operation of
ActionCOACH Business Coach franchises in the Territory
Chairman and Founder Bradley J Sugars
Mr Sugars is the founder of the ActionCOACH business concept (formerly known as Action
International), and serves as Chairman of the ActionCOACH group of companies He was
Chairman, President, Secretary and Treasurer of ACUl, located in Las Vegas, Nevada from
August 2002 and Chief Executive Officer thereof from August 2007 up to January 2010 Mr
Sugars is also the founder of the ProfitPlus Accounts franchise concept which started in
Australia in 2012 He is the author of 14 books in the Instant Success book series, a seminar
speaker and the ActionCOACH spokesperson Mr Sugars resides in Las Vegas, Nevada
CEO Anaie Fairbanks
Ms Fairbanks was appointed CEO of ACOC effective May 2013 Before her appointment as
CEO, Ms Fairbanks was Accountability Coach for ACOC in Las Vegas, Nevada, a position she
held since May 2012 Before joining ACOC, Ms Fairbanks was Accountability Coach, Human
Resources Manager and Franchise Recruiter from December 2006 until April 2012 for Golden
State Business Coaching, Inc , an ActionCOACH master licensee for another territory operating
from Reno, Nevada
Franffhisg Pml9pmgnt IVIgnaqgr. Kan^ IVIill?pa»qh

Ms Millspaugh s primary role involves recruiting new franchisees in multiple states throughout
North America She is also Mr Sugars' publicist and coordinates speaking arrangements for
him Before joining ActionCOACH in November 2009, Ms Millspaugh was Vice President of
Digital Media Partners in Las Vegas, NV from June 2009 to November 2009 where she utilized
hor strongths and abilities to multitask within different rolos
Franchise Recruitment Officer. Nick Dove
Before joining ACOC as Franchise Recruitment Officer in May 2012, Mr Dove was previously
master licensee for ActionCOACH Florida and Puerto Rico, operating from Miami FL from
January 2006 to April 2012 as well as master licensee for ActionCOACH Greater London UK,
operating from Chelsea, London, from February 2002 to October 2005
Franchise Recruitment Officer Cornelius Williams

Mr Williams was appointed Franchise Recruitment Officer in Januarv 2014 Before this
appointment. Mr Williams was ACOC's Franchise Recruitment Assistant from August 2012 until
December 2013 in Las Vegas, NV Before loining ActionCOACH. Mr Williams was Inside Sales
at the Diamond Resorts (Mav 2012 to August 2012L International Events (June 2011 to
November 2011). Live Deal (Julv 2009 to December 2009) and Mike Ferrv Organization
(October 2008 to Julv 2009). all in Las Vegas. NV
Franchise Rocruitmont Officor Antonio Brace
CA Business Coach FPD March 2014

Mr Bracos primary rolo involves rooruiting new franchisoos in multiple territories in North
America—He joinod ActionCoach in July 2012 with 12 years of consultativo oalos—lea^
generation and sales management experience from the Hong Kong and Shanghai Banking
Corporation in Las Vegas NV and Beaverton, OR from May 2001 to May 2008 and as part
owner and sole proprietor of Global Gold Group in Las Vegas NV from May 2008 to July 2011
and tho Nevada Bullion and Rarities in Las Vegas, NV from Soptombor 2011 to July 2012
Tho following IG a list of all of AGNA's directors, trustoos, gonoral partners and principal officers
as woll as tho individuals who have management responsibility relating to the sale or operation
of ActionCOACH Business Coach franchises in the Territory
Chairman and Founder Bradley J Sugars
See Mr Sugars business experience above
CEO Vittorio Ciuffetelli
Mr Ciuffetelli first joined ActionCOACH in 2001 in Australia He was Franchise Manager for
Australia-Asia (August 2001 to February 2002) and Global Director of Master Licensees
(February 2002 to March 2003) In April 2003, Mr Ciuffetelli was appointed CEO (Global) of the
ActionCOACH group of companies, a position he held until July 2008 in Brisbane, Australia He
briefly pursued personal business interests as CEO of Mars Venus Institute in Melbourne,
Australia from August 2008 to June 2009 and then CEO of Your Trading Room, a company
based in Brisbane, Australia from July 2009 to February 2010 Mr Ciuffetelli rejoined the
ActionCOACH group in March 2010 as its CEO for Asia Pacific, Europe, Middle East and Africa,
a role he held from March 2010 to April 2013 in Queensland, Australia Mr Ciuffetelli is
currently CEO of ACNA, a position he has held since May 2013 He has also resumed his role
as CEO (Global) for the ActionCOACH Group of companies effective May 2013 Mr Ciuffetelli
IS also Managing Member of ProfitPlus Accounts. LLC in Las Vegas. NV since June 2013
COO Anthony Servidio
Mr Servidio joined ActionCOACH in September 2012 as Manager for International Accounts in

Las Vegas, Nevada In May 2013, Mr Servidio was appointed Chief Operations Officer of
ACNA and COO (Global) of the ActionCOACH group of companies in Las Vegas,
Nevada Before joining ACNA Mr Servidio was sole proprietor of Servidio Financial Services in
Las Vegas, Nevada from December 2008 until August 2012 He was also Exocutivo Finance
Dirootor of Schering-Plough in Kenilworth, Now Jorsoy from Moy 2005 until Novoml:)er 2008
ITEMS
LITIGATION
Litigation Regarding ACOC
No litigation is required to be disclosed in this Item

to ACUl all of ACUI's proprietary information intellectual property, confidential information and
other materials, and (e) operating a Competing Business in violation of the Non-Compete clause
of the Agreement ACUl seeks the following (i) damages in excess of $75 001 00 but less than
$500,000 00, (ii) injunctive relief, (in) declaratory relief, and (iv) award of pre and post judgment
interest attorney's fees, costs, arbitration fees and costs, and expenses In April 2013, Trahan
submitted his Answer with Counterclaims alleging, among others, (a) fraudulent inducement, (b)
unjust enrichment, (c) breach of the Agreement and implied covenant of good faith and fair
dealing, and (d) negligent misrepresentation by ACUl Trahan seeks declaratory relief,
rescission of the Agreement, restitution, damages, attorney's fees and costs On September 3,
2013, without admitting liability to the other and to avoid the inconvenience of litigation, Trahan
and ACUl entered into a Settlement Agreement ("Settlement) pursuant to which Trahan paid
ACUl some consideration for the settlement and all claims and counterclaims in the case were
dismissed with prejudice Following the Settlement, the arbitration matter was closed by the
AAA on September 9, 2013
Karen Boyd vs ActionCOACH USA, Inc (United States District Court District of Maryland
Northern Division Civil Case No 12 ov 03206)
On October 22 2012, Karen Boyd tho owner of a Master Lioensoo which conducts business
under the ontity Country Quarters Limited, LLC (collootivoly, Boyd'), filod a verified complaint in
the state court in Maryland for Temporary Restraining Order and Proliminary and Permanent
Injunctive Relief against ActionCOACH USA, Inc , the previous franchisor of tho ActionCOACH
concept in the USA—On July 1, 2012 Boyd s Master License Agreement for the States of
Maryland and Delaware and the District of Columbia in the USA ("Boyd Territory) was
assigned to ActionCOACH North Amorica, LLC ('ACNA') and subsoquontly terminated by
ACNA on October 17, 2012 for uncurod broaches of tho agreomont—In tho complaint, Boyd
ollogos that tho broachos upon which tho Master License was torminated oithor (i) aro false and
pre'textual, or (ii) wore cured prior to tho disputed termination—Boyd seeks to onjoin ACUl from
(a) terminating the Master License—(b) using or exploiting in any manner Boyd s alleged
confidential, proprietary or trade secret information for itself or any person, partnership
association, corporation or entity (other than for Boyd and/or Country Quarters Limited, LLC),
and (c) continuing to solicit, or from soliciting, any and all franchises in Maryland Delaware
and/or the District of Columbia—Boyd also sooks an unspocifiod amount of monetary damages,
as well as costs and attorney s fees On November 1, 2012, ACUl romovod tho caso to federal
court in Maryland—On December I'l 2012, without admitting liability to tho other and to avoid
the inconvonionco of litigation, Boyd and ACUl ontorod into a Settlement Agroemont whoroby
ACUl purchased the Boyd Territory for the sum of $160,000 00—Following tho agroomont tho
case was dismissed with prejudice on Docembor 17, 2012
Robert and Eugenia Cerbone Action Waehtngton, Inc and Action Oregon, Inc v Action
InternaUonal Pty Ltd, Brad Sugars Action International, Inc, and Vic Ciuffotolli (Unitod States
District Court District of Oregon, Caso No 01 CV '190 BR)
On February 25, 200^, the Master Licensee for the State of Washington and its owners
(collectively the Corbones') filed a lawsuit against ACUl, AIPL, and Mr Ciuffetelli (collectively
'Action ) alleging misreprosontation in connection with tho sale of the Master License—The
Corbonos allogod that thoy onterod into tho transaction based on Action's ropresontation that
the Liconsod Coach Franchise Agroomont would be a throo party agreement among the Master
Liconsoo, the Licensed Coach and ACUl (f/k/a Brad Sugars Action International Inc)—Tbe
Corbones alleged that this represontation was false because the Licensed Coach Franchise
Agroomont provided to the Cerbones for use in Washington listed ACUl as a signatory in only
limited third-party form—Tho Cerbonos also alleged that Action misrepresented the proprietary

nature of the Action Intornational products (soo Itom 8 of this di0closuro dooumont)—Ttw
allegationo concornod discussions with ACUl from late 2002 to early 2004
The Corbonos second amended cemplaint asserted claims for common law misroprosontation,
negligent misrepresentation violation of ttie Oregon Unlawful Trade Practioos Act (ORS
€46 608(1)(e)—(g), (i), (q) and (t)), unjust enriohmont, slander per so—violations of tho
Washington Franchise Investment Protootion Act (misrepresentation or omission of a material
fact (RCW 19 100 170) and unlawful offer to soil a franchise (RCW 19 100 170)), and violations
ef the fedoral and Oregon Rackotoor Influenced Corrupt Organizations Acts (18 USC soc
4962(c) and ORS 166 720(3))—Tho Corbonos sought 770,000 in actual damages, treble
damages, $2,000,000 in punitivo damages, rescission of tho Master License Agreement and
attorneys foes and costs
On April 13 2004, ACUl filed a motion to stay the lawsuit and enforce tho obligation in tho
Master License Agroomont to submit the dispute to mediation and arbitration in Nevada—OR
October 26, 2004, tho court denied ACUI's motion ACUl filed an appeal of the court s ruling on
tho arbitration clauso and the district court granted ACUI's motion to stay the district court
proceedings pending the appeal
Tho parties subsoquontly reached a sottlomont by reason of—which tho Master License
Agreement was rescinded effective Juno 30, 2005—ACUl thus recovered tho right to grant
Liconsod Coach Franchise Agreements in Washington—ACUl refunded tho Corbonos' mastor
liconso foo payment and reimbursed thom for other expenses and attorneys' foos in tho total
amount of 575,000, and the district court caso and tho appeal wore dismissed in early July
2006-
Peter Lin v Action Intornational, Inc, Performance Managomont Consulting LLC and Jill
G(esey (Court of Common Pleas, Summit County Ohio, Caso No 2002-084672)
On August 21, 2002, Potor Lin, tho owner of a Licensed Coach franchise in Solon, Ohio
brought an action alloging that Jill Giesey who was then the Master Licensee for Northern Ohio,
bad made numerous misrepresentations during tho franchise salos process—Although ACUl
(f/k/a—Brad—Sugars Action—International—Inc ) was—not alleged—te—have—made—aay
misroprosontations Lin named ACUl as a dofondant based on the theory that the Master
Liconsoo was an agent of ACUl—Tho complaint alleged that tho offering circular was dofoctivo
under tho Ohio Business Opportunity Purchasers Protoction Act (BOPPA) in that it lacked a list
ef franchisees in tho state of Ohio a notice of his right of cancellation, and a form for
eancellation of the agroomont The complaint also alleged that the Master Liconsoo fraudulently
induced Lin to purchase the franchise Tho complaint demanded compensatory damages in the
amount of ($42,161 treble and punitive damages and costs (including attorneys foos)—OR
May 21, 2003, the court issued an opinion—(1) ruling that the arbitration clause in Mr Lin's
franchiso agreement was inapplicable to his BOPPA claim, (2) granting summary judgment
against Ms Giesey (but not against ACUl) on Mr Lins claim for violation of the BOPPA,
(3) confirming that Mr Lin properly cancelled the franchiso agreement and (4) doclaring that
Mr Lin was entitled to statutory damages—In July 2004, ACUl ontorod into an agreement with
Ms Giesoy and hor operating company under which ACUl terminated the Mastor Licenso,
repurchased the territory and exchanged mutual releases with Ms Giesey—Mr Lin was not a
party to this agreement—On January 5 2005, the parties reached a final settlement following
which tho defendants paid $51,000 to Mr Lin and all claims in tho case wore dismissed with
projudico

In the Matter of Brad Sugars Action International, Inc Administrative Proceeding before the
Securities Commissioner of Maryland, Case No 2002-0571
As a result of an investigation into ACUl s (f/k/a Brad Sugars Action International, Inc)
franchise-related activities, the Maryland Securities Commissioner (the "Commissioner")
concluded that grounds existed to allege that ACUl violated the registration, disclosure and anti-
fraud provisions of the Maryland Franchise Law in relation to the offers and sale of ACUl master
franchises in Maryland Specifically, the Maryland Securities Commissioner concluded that
grounds existed to allege that ACUl (a) offered and granted an option to a Pennsylvania
resident. The Coaching Company, LLC, for the purchase of a Master License to operate a ACUl
franchise business in Maryland, and offered and sold a Master License to a Maryland resident,
Mid-Atlantic Business Coaching, Inc , during times when ACUl was not registered to offer and
sell franchises in Maryland, (b) did not provide the correct offering circular to prospective
Maryland franchisees, (c) did not provide the required disclosure within the time periods
prescribed by the Maryland Franchise Law, (d) failed to comply with the fee deferral requirement
imposed by the Commissioner and the Maryland Franchise Law (e) signed a franchise
agreement with a master franchisee which did not conform to the form of agreement required by
the Commissioner, (f) provided advertising to prospective franchisees which contains earnings
claims in violation of the Maryland Franchise Law, and (g) failed to maintain documents required
by the Maryland Franchise Law On September 19, 2002, the Commissioner and ACUl agreed
to enter into a Consent Order without ACUl admitting or denying any violation of law Under the
Consent Order, ACUl agreed to (a) immediately and permanently cease violating the Maryland
Franchise Law, (b) offer to rescind Mid-Atlantic Business Coaching, Inc's Master License
agreement and refund all franchise fees and cancel any indebtedness upon request, and
(c) implement a franchise compliance program approved by the Commissioner Mid-Atlantic
Business Coaching, Inc declined the rescission offer on October 15, 2002 Following the
Consent Order, the National Franchise Council provided a compliance training program to
ACUI's executives and office staff on October 28, 2002
California Department of Corporations Desist and Refrain Order
On September 23, 1999, the California Department of Corporations (the Department) issued a
Desist and Refrain Order to Bradley J Sugars, International Chairman of Action International
Inc [sic], Claude G Xuereb, President & CEO of Action International, Inc [sic], and Action
International, Inc [sic] The Department issued the Desist and Refrain Order based on its
opinion that Action International franchises had been offered for sale in California without first
being registered with the Department In May 2002 and July 2002, ACUl (f/k/a Brad Sugars
Action International, Inc) voluntarily entered into agreements with two Licensed Coaches in
California to terminate the franchise relationships, and ACUl refunded the franchisees a total of
$207 000 The Department has not contacted ACUl regarding this matter since November 2002
ACUl understands that the inquiry is closed, the Department approved ACUl s application to
offer franchises in California in February 2005
Pending
Hannah Business Coaching, Inc and Roger Engelau vs Oak Tree Business Services of Ohio,
LLC and ActionCOACH USA, Inc (Supenor Court of the State of Indiana, Morgan County,
Cause No 55D01-1308-PL-1331)
On August 7, 2013, Hannah Business Coaching, Inc and Roger Engelau (collectively,
"Engelau ), former franchisee and guarantor, respectively, under a Practice Business Coach
Franchise Agreement, dated as of September 27, 2010 (the 'Agreement), filed a Complaint for

Declaratory Judgment against Oak Tree Business Services of Ohio, LLC ("Oaktree ), and
ActionCOACH USA, Inc (ACUl ), Master Licensee and Franchisor, respectively The
complaint was served on ACUl on September 3, 2013 In the complaint Engelau alleges fraud
violation of the Indiana Franchise Statutes and unconscionability relating, among other things,
to whether ACUl developed and owns the trademarks, the System and the Confidential
Information, whether allegedly promised advertising was conducted in Engelau s area, whether
the non-compete provision in the Agreement violates state law, and whether the dispute
resolution procedures should be enforced Engelau seeks, among other things (a) to have the
Agreement declared void and repudiated, (b) to have the personal guaranty executed by Roger
Engelau declared void and repudiated, and (c) a refund of all franchise fees paid by Hannah
Business Coaching, On September 6, 2013, ACUl filed notice to remove the case to the U S
District Court for the Southern District of Indiana (Case No 1 13-cv-01423) The matter is
currentiv pendino On March 17. 2014. the parties entered into a Settlement Agreement with the
following terms (a) Engelau shall pav Oaktree and ACUl the sum of $170,000 ("Settlement
Amount') with interest at the rate of 7 25%, subiect to approval of its SBA loan application, (b)
Engelau shall, upon signing of the Settlement Agreement, pav Oaktree and ACUl the sum of
$10.000. which amount shall form part of the Settlement Amount, and (c) if the SBA loan
application is denied within 60 davs of March 17. 2014. Oaktree and ACUl mav file a stipulated
ludoment in the amount of $195.000 with the US District Court for the Southern District of
Indiana
Other than these items, no litigation or administrative action involving ACNA or ACUl is required
to be disclosed in this disclosure document
ITEM 4
BANKRUPTCY
Franchise Development Manager, Kane Millspaugh filed a bankruptcy petition under the
provisions of Chapter 7 of the U S Bankruptcy Code after joining ActionCOACH The petition
was filed in July 29, 2010 with the U S District Court of Nevada, Case No 10-24170 The
bankruptcy court entered a discharge in October 27, 2010
Mr Anthony Servidio, COO of ACNA, filed a bankruptcy petition under the provisions of Chapter
7 of the U S Bankruptcy Code on May 22, 2012 The petition was filed with the U S
Bankruptcy Court, District of Nevada, Case No 12-16175-mkn The bankruptcy court entered
a discharge on August 22, 2012

ITEMS
INITIAL FEES
The FIRM
For a FIRM franchise you will pay us an initial franchise fee of $275,000 for a DDMA of up to
15,000 businesses For a DDMA with more than 15,000 businesses the franchise fee will be
calculated by dividing the number of businesses in the DDMA by 15,000 businesses and then
multiplied by 275,000 For example, the franchise fee for a RRM DDMA with a business
population of 16,500 businesses will be calculated as follows (16,500/15,000) x $275,000 =
$302,500 In the year ending December 31, 20132, there were no variances in the franchise
fees paid by FIRM franchisees
The franchise fee is payable in a lump sum and is non-refundable The franchise fees charged
are uniform However, we participate in the Veterans Transition Franchise Initiative (VetFran)
program and offer $5,000 discount on the franchise fee to eligible military veterans
You must also pay us a non-refundable franchisee training fee of $25,000 for you to attend the
10 day training The fee is due upon signing of the franchise agreement
You must pay ACNA a non-refundable technology fee upon signing the franchise agreement of
either $1,250 or $6,750 The technology fee covers the use of the ActionCOACH website,
website hosting an ActionCOACH email address and related technology support The
technology fee is $1,250 for each Business Coach recruited by you If you purchase a FIRM
franchise, you will generally function as one of the Business Coaches, so you will at least pay
the technology fee of $1,250 for yourself when you sign the franchise agreement In addition,
you must recruit an additional eight (8) EBCs You, as FIRM franchisee, have the option of
paying an upfront technology fee in the amount of $6,750 when signing the franchise agreement
which will cover the FIRMs NBC and an unlimited number of EBCs recruited during the
franchise term If you choose to pay the $1,250 upon signing the franchise agreement, you will
later pay (after opening) the individual technology fee of $1,250 as each EBC is recruited
If you are signing a FIRM franchise agreement in connection with the renewal of a previous one
or the transfer of an existing one, in lieu of the franchise fee described above, you will pay the
renewal fee or transfer fee currently at $5,000 each
The PRACTICE (5 Year)
For a PRACTICE (5 Year) Business Coach franchise, you will pay an initial franchise fee of
$35,000 The franchise fee is payable in a lump sum and is non-refundable The franchise
fees charged are uniform However, we participate in the Veterans Transition Franchise
Initiative (VetFran) program and offer $5,000 discount on the franchise fee to eligible military
veterans You must also pay us a non-refundable franchisee training fee (currently $25,000) for
each person who attends the 10 day training The fee is due upon signing of the franchise
agreement You must pay ACNA a non-refundable technology fee when you sign the franchise
agreement The fee is $1,250 payable in a lump sum when you sign the franchise agreement
For Illinois franchisees only The Illinois Attorney General has determined that we may not be
able to fulfill our obligations to you in the establishment and opening of the business
Accordingly, ACNA has provided a guaranty of performance of our obligations to you

Type of Fee Amount Due Date Remarks
Roya|lty Fee $1 800 if the preceding The 1®' of each Starts on the Srd-month after you or your
month s Gross month NBC completes the training program
Revenues ('GR') is less
than $15,000,
IfGR IS $15,000 up to
$24,999 99-$1,800 +
6 25% of GR in excess
of $15,000,
If GR IS $25,000 up to
$34,999 99 - $2,425 +
of $25,000,
$44,999 99 - $2,900
4 5% of GR in excess of
$35,000,
$59 999 99 - $3,325 +
4% of GR in excess of
$45,000,
$74,999 99 - $3,925 +
of $60,000,
If GR IS $75,000 up4e
$4,487 + 3 5% of GR in
excess of $75,000
T
$4,779 if GR IS in excess
of $83 333 33
Marketing and 5% of Gross Revenues The 5"' of each Starts on the month after you or your
Advertising Fee ('GR') during the month NBC completes the training program
preceding month if GR is See Note 1 below for definition of Gross
less than $15,000, $500 Revenues'
if GR IS at least $15,000
Technology Fee $1,250 Due on signing Paid to ACNA
Franchise
Agreement
Renewal Fee $2,500 When you sign Paid if you choose to renew at the end of
Renewal the initial franchise term
Franchise
Agreement
Transfer Fee $2,500 With submission Paid if you sell your franchise
of request for
approval of
transfer

representation and should not be considered as a guide for possible revenues Please refer
to Item 19 for our information relating to Financial Performance Representation
(2) Unless otherwise indicated, the fees and payments described above are not refundable,
and are uniformly applied (except if required by different terms that may be contained in
prior forms of franchise agreement) For each type of fee or payment, you must use the
payment method we designate You must furnish us and your bank with any
authorizations necessary to make payment by the methods we require
The following table shows the Other Fees for the PRACTICE (Premium) franchise
Type of Fee Amount Due Date Remarks

Royalty Fee (a) $1,800 If the The 1®' of each Starts on the 3rd month after you or your
preceding month's Gross month NBC completes the training program
Revenues (' GR ) is less See Note 1 below for definition of "Gross
than $15,000 Revenues"
$24,999 99-$1,800+
of $15,000,
$34,999 99 - $2,425 +
of $25,000,
$44,999 99 - $2,900
4 5% of GR in excess of
$35,000,
$59,999 99 - $3,325 +
4% of GR in excess of
$45,000,
$74,999 99 - $3,925 +
of $60,000,
If GR IS $75,000 up4e
$4,487 + 3 5% of GR in
excess of $75,000-
$<1,779 if GR IS in oxcess
of $83 333 33
AND
(b) $1,500 for each EBC
Marketing and 5% of Gross Revenues The 5*^ of each Starts on the month after you or your
Advertising Fee (GR ) during the month NBC completes the training program
preceding month if GR is See Note 1 below for definition of Gross
less than $15,000, $500 Revenues'
if GR IS at least $15,000
OA Business Coach FDD March 2014 23

ACNA publishes standards for non-proprietary equipment, software, telephone lines, Internet
service, supplies, stationery, or other items, you may purchase these items from any reputable
manufacturer or supplier if the items meet the applicable standards If you receive notice from
us or ACNA of a change in the standards, you must comply with the new or revised standards
as soon as practicable
However, if you choose to build and maintain a web site, you must obtain our prior approval of
the design, content and appearance of the website and use ACNAs approved supplier for
design development and web hosting to ensure compliance with ACNA's requirements for
usage of the ActionCOACH marks and intellectual property You must acquire from sources of
your choice, and at your expense, a computer and communications system and software and
Internet access that meet ACNA's specifications See Item 7, note 4 and Item 11
Specifications and Supplier Approvals There are no written criteria, no fees, and no formal
process for supplier approval at this time ACNA may issue specifications and standards in the
Manuals or separate directives, in writing or orally, and may modify them at any time ACNA
issues specifications based on its subjective determination of quality, value and appearance
Currently we and ACNA are not approved suppliers, but we may be approved suppliers in the
future We estimate that your purchases of goods and services subject to ACNAs
specifications will constitute about 10% of your total purchases and leases (excluding your initial
franchise fee and training fee) in establishing the business We estimate that during the
operation of your Business Coach business your purchases of goods and services subject to
ACNA's specifications will constitute about 50% to seventy 75% of your total expenses for
goods and services
Strategic Alliance Relationships ACNA occasionally establishes "Strategic Alliance

relationships with independent companies for the benefit of ActionCOACH Business Coach
franchisees These relationships are formed so you may have access to the beneficial products
and services these companies provide These products and services will generally be made
available to you at costs below what the general public or other users would pay for the same
product, service, or information
As of December 31, 20132, ACNA had preferred vendor relationships with the following
independent companies
Company Product
Amazon Books Training aids and reading library enhancements

Barnes & Noble Training aids and reading library enhancements
Ad Giants
Vista Print Signage, clothing, awards and promotional products
WSI Website creation and CRM
ZOHO CRM CRM
Henry Wurst Stationery supplies, print materials, CDs and DVDs

Company Product 1
Team Double-Click Virtual assistants and staffing agency
Constant Contact Bulk email
Profiles International, Inc Profiles XT products and profiling tools
TMS Service Corporation Direct mail
Opus Virtual Offices, LLC Virtual offices
Trusted Team Referral marketing services
Nevada Corporate Planners Incorporating and business credit services
Soffront Software CRM
Admin eSolutions Website solutions and direct marketina services
BizEquity Business valuation software
Assessment 24/7 DISC and VAK
In some cases, the above companies are currently the only source of the product or service
While ACNA encourages you to form relationships with the above companies and to use their
products and services since they offer high quality goods and services to our franchisees for
less than typical market prices, you are, however, not required to use them unless (i)the
products and services you require involve the use of ACNAs proprietary marks or information,
(ii) you are building or maintaining your web site, or (in) for CRM software and related services
In those cases, you must use the applicable approved supplier
We currently do not receive rebates as a result of these Strategic Alliance relationships There
are no approved suppliers in which any of our or ACNA's officers owns an interest However,
as of ACNAs fiscal year ending December 31, 201^, ACNA derived $'1.53^ 6'120.131 23 in
revenues from purchases of products and services made by franchisees In the cases where
any revenues such as volume discounts, rebate fees or discount bonuses (whether by way of
cash, kind or credit) are received by ACNA from any such supplier, whether or not on account of
purchases made (i) by the us or ACNA for its own account or for yours, or (ii) by you directly for
your own account, ACNA shall be entitled to retain the whole of the amount or any part of such
volume discounts, rebate fees or discount bonuses
Neither we nor ACNA provides material benefits to you (for example, additional renewal rights
or additional franchises) because of your purchases of particular products or services or your
use of designated or approved suppliers
ITEM 9
FRANCHISEE'S OBLIGATIONS
This table lists your principal obligations under the franchise and other agreements It
will help you find more detailed information about your obligations in these agreements
and in other items of this disclosure document

Obligation Section in FIRM Franchise Disclosure
and PRACTICE Agreements Document Item
X Dispute resolution Section 22 9 Item 17
ITEM 10
FINANCING
Neither we nor ACNA nor its affiliates offer any direct or indirect financing to you We will not
guarantee any note, lease, or other obligation you may make to others
ITEM 11
MASTER LICENSEE'S ASSISTANCE, ADVERTISING,

COMPUTER SYSTEMS, AND TRAINING
Except as listed below, we and ACNA are not required to provide you with any
assistance
Our Oblioations Before You Start Business
Before you begin your business, we will (references to the Franchise Agreement are the same
for the FIRM and the Practice)
1 Arrange for you to attend the initial training program provided by ACNA (Franchise
Agreement - Section 7 1(A))
2 Help you write the initial Your Action Plan' document, which serves as a blueprint for your
start-up (Franchise Agreement - Section 7 1(B))
3 Provide you pre-opening guidance and supply you on-line access to advertising and
promotional materials (Franchise Agreement - Section 7 1(C))
4 Assist you in determining the location of your office However, the final selection of the
location IS your responsibility (Franchise Agreement - Section 7 1(D))
5 Loan you a copy of the Confidential Operating Manuals via on-line access containing
mandatory and suggested specifications, standards, operating procedures and guidelines
prescribed by ACNA (Franchise Agreement - Section 7 1(G)) The Manuals are
confidential and remain the property of ACNA ACNA modifies the Manuals but the
modifications will not alter your status and rights under the Franchise Agreement
Currently, the total number of pagos in tho Manuals is 539—ÂCNA has implemented an
online WIKI format version of the Manuals which may havo different pagination but
includes substantiallv similar contont as thoand will no longer provide written Manuals The
Table of Contents of the online Manuals is in Exhibit N to this disclosure document

The media where advertising may be disseminated may be print, mail, telephone radio,
television, Internet, or any other media Coverage of the media may be local, regional, or
national Creative materials may be produced in-house or by a national or local advertising
agency
During the year ended December 31, 20132, ACGM spent $?8331.766 67
marketing and advertising for the USA These expenditures were allocated as follows
Media placement (including Business Coaches 6§^7o

website)
* Administrative Expenses 2439%
Others (including R&D) 46%
Total 100%
During our fiscal year ended December 31, 20132, ACOC spent $154,207 0677 923 0-1 from the
Marketing and Advertising Fees remitted by Business Coaches in the Territory ACAI s
expenditures were allocated as follows
Media placement (including Business Coaches ^91 %

website)
Administrative Expenses 268%
Others (including R&D) 1%
Total 100%
These figures are not audited We or ACNA may make financial information relating to these
expenditures available for your review, but we have no contractual obligation to do so
Any Marketing and Advertising Fees not spent in the fiscal year in which we collect them are
retained for use in future years Neither we nor ACNA uses Marketing and Advertising Fees to
solicit for the sale of franchises Neither we nor ACNA is required to spend any specific amount
on advertising in your local area or for the benefit of your Business Coach franchise Neither we
nor ACNA represents or guarantees that you will benefit from marketing programs in proportion
to your contributions
You may not publish or distribute any advertising or promotional material without our approval
If we object to any advertising or promotional material that you are using, you must immediately
stop using it If you operate a web site, you must obtain our prior approval as to the design,
content, and appearance of the website, and we require that you use our approved supplier for
design, development, and hosting We may require you to make your web site accessible only
from our site or to not create links to other sites
ACNA does not have a council of franchisees that advises on advertising policies You do not
have to participate in a local or regional advertising cooperative

Computer and Communications Systems
You must acquire, maintain, update and/or upgrade computer hardware and software for
managing the business, performing accounting functions, and communicating with us We do
not require you to purchase computer hardware from a specific manufacturer and you can
choose to purchase either a laptop or desktop computer We do require you to obtain a modern
system (Intel or AMD) that is capable of running Miscrosoft XP-Windows 7 and Microsoft Office
2007 with PowerPoint or a system capable of running the latest version of MacOS You must
also have or acquire an external hard drive, Adobe Reader software, Quickbooks or equivalent
finance software, anti-virus software, a web browser, broadband connectivity, fax capabilities
and an uninterruptible power supply and surge protect More detailed specifications are found
in Exhibit O
At your option, you may also acquire a Customer Relationship Management (CRM) software for
managing your interactions with clients and sales prospects This software provides sales
reporting and analysis, information management and communication management
if you already have equipment meeting ACNAs specifications, no expenditure will be

necessary The estimated cost for these purchases for the PRACTICE may run up to $4,000
and for the FIRM up to $25,000, depending on the equipment you may already own
ACNA reserves the right to make changes in the computer and communications system
specifications Neither we, ACNA, any affiliate, nor any third party is obligated to provide
ongoing maintenance, repairs, upgrades, or updates to your computer system
You must acquire, maintain, upgrade and update hardware, software, and ISP or other
communications system during the term of the franchise, at your own expense There are no
limitations on ACNAs right to require upgrades and updates ACNA does not currently
recommend or require a specific type of maintenance, updating, upgrading or support contract
The estimated annual cost for maintaining, updating and upgrading the computer system is
$1,000 for a PRACTICE Franchise and $5,000 for the FIRM Franchise The fees paid for CRM
software do not include maintenance or upgrades
You will use the information and communications system to report to and communicate with us,
for your accounting, and for other tasks we may designate You must transmit information to us
daily or at other intervals that we specify and in the form and manner we specify You must also
give us and ACNA independent access to the ActionCOACH-related information that will be
generated and stored in your computer system There are no contractual limits on our right to
access the information, including sending our representatives to your office location to access
your computer system
Selection of Business Location
We do not select the location of your office or the seminar/meeting venues you use However
you must obtain our written approval of your office location You can locate your office
anywhere in the DDMA (for a FIRM) and in the Designated Territory (for a PRACTICE) The
office must at all times be well presented and of a professional nature You must notify us (in
advance, if possible) if you intend to change your office or if you are unable to operate from your
then-current office location (because of a taking by eminent domain termination of your lease,
mortgage default, damage, or repair, etc) You can request permission to relocate your

Provision Section in FIRM Summary
Franchise (Summary applies to both PRACTICE and
Agreement and Firm unless otherwise stated)
Practice
Franchise
Agreements
r Non-competition Section 16 2 and You may not engage in any of the activities
covenants after the 16 7 described in q above for 2 years after
franchise is terminated expiration, termination, or transfer You may
or expires not solicit, for the benefit of any Competing
Business, any person who was a Client of the
Business during the 2 years immediately before
expiration, termination or transfer All of the
above applies in the Territory and for 100 miles
outside of the Territory In case of violation of
the confidentiality or non-competition
covenants, you will be liable for liquidated
damages in the amount of $250,000
s Modification of the Sections 10 3 & Amendments must be in writing ACNA has
agreement 22 5 the right to make changes to the Manuals
t Integration/merger Section 22 5 Only the terms of the Franchise Agreement are
clause binding (subject to state law, see Exhibit H)
Any other promises may not be enforceable
Nothing in the Franchise Agreement or any
related agreement is intended to disclaim the
representations made in this disclosure
document
u Dispute resolution by Section 22 9 All disputes are to be resolved by mediation
arbitration or mediation and arbitration However any party can seek
preliminary, provisional or declaratory roliof in
court
V Choice of forum Section 22 9 If ACNA IS a party, then the exclusive venue for
arbitration is the city or county where ACNA
has Its headquarters at the time the arbitration
demand is filed (currently Las Vegas, Nevada)
No forum selection clause for litigation State
franchise statutes may supersede this choice of
forum, but may be preempted by the Federal
Arbitration Act, see Exhibit H
w Choice of law Section 22 8 The law of the state where ACNA has its
headquarters at the time of the dispute governs
the contract (currently, Nevada) State law
may override this provision, see Exhibit H
If applicable, Exhibit C to this disclosure document includes an addendum to the Franchise

Agreement to implement contract changes required by your state If applicable, Exhibit H
contains additional disclosures required by your state

ITEM 18
PUBLIC FIGURES
Neither we nor ACNA currently uses any public figure or personality to promote the
ActionCOACH Business Coach franchises
ITEM 19
FINANCIAL PERFORMANCE REPRESENTATIONS
The FTC's Franchise Rule permits us to provide information about the actual or potential
financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable
basis for the information, and if the information is included in the disclosure document
Financial performance information that differs from that included in Item 19 may be given only if
(1)we provide the actual records of an existing outlet you are considering buying, or (2) we
supplement the information provided in this Item 19 for example, by providing information about
possible performance at a particular location or under particular circumstances
Except as set forth in the Tables below, we do not furnish or authorize our salespersons to
furnish any oral or written information concerning the actual or potential sales, costs, income or
profits of an ActionCOACH franchise Actual results will vary from franchise to franchise and we
cannot estimate or predict the results of any particular franchise due to a number of external
and internal factors which we are unable to determine, including but not limited to, management,
competition, demand for our services, economic and market conditions and market
demographics
All data in Tables 1 through 6 were based on unaudited data reported bv the outlets in the
ActionMEMBERS Kev Performance Indicator Svstem on a voluntary basis
Table 1 is a historical representation of the unaudited averaoe annual and average monthlv
Gross Revenues reported bv 148 outlets or 85% of the total 175 outlets as of the fiscal vear
ending December 31. 2013 The 148 outlets fa) have all been ooeratina for at least 12 months
as of December 31. 2013. (b1 are all located in the USA, and (c) include all tvoes of
ActionCOACH Business Coach franchise outlets (FIRM, PRACTICE 5 Years and PRACTICE
Premium) None of the 148 outlets are companv-owned These criteria were chosen to
present historical data that covered 1 full vear of an outlet s operations
Table 1 - Unaudited Average Gross Revenues
Outlet s that Reacheid/Exceeded Average

Average Average High Low
fAnnual) (Monthlv) No of
Percentage Amount Amount
Coaches
(Annual) (Annual)
$132.517 97 $11,043 16 39% 58 $733,359 00 $136,377 00

Table 2 is a historic representation of the unaudited Gross Revenues of the 58 outlets that
reached the Average Gross Revenues presented in Table 1 These 58 outlets represent (a)
39% of the 148 outlets operating for 12 months as of 31 December 2013, and (b^ 33% of the
total 175 outlets as of 31 December 2013
Gross Revenues
Gross Revenues Gross Revenues
1 $733,359 00 30 $206,724 00
2 $731,936 00 31 $204,875 00
3 $448,175 00 32 $204,169 00
4 $434,650 00 33 $190,343 00
5 $429,780 00 34 $185,750 00
6 $419.716 00 35 $183,966 00
7 $392,293 00 36 $183,260 00
8 $335,465 00 37 $178.310 00
9 $331,205 00 38 $175,275 00
10 $325,605 00 39 $173,700 00
11 $321,372 00 40 $170,041 00
12 $316,130 00 41 $169,107 00
13 $314,700 00 42 $167,441 00
14 $308,026 00 43 $165,772 00
15 $304,649 00 44 $165,600 00
16 $294,269 00 45 $160,455 00
17 $282,829 00 46 $154,950 00
18 $280,725 00 47 $151,543 00
19 $264,210 00 48 $149.710 00
20 $253,636 00 49 $149.610 00
21 $251,070 00 50 $148,120 00
22 $245,551 00 51 $147,705 00
23 $242,126 00 52 $146,552 00
24 $227,058 00 53 $144,471 00
25 $223,667 00 54 $142,350 00

26 $220.718 00 55 $142,000 00
27 $214,840 00 56 $140,600 00
28 $211,039 00 57 $137,456 00
29 $209,322 00 58 $136,377 00
Tables 3 through 6 represent historical data on the unaudited average of the following as thev
were reported by the 148 outlets operating for at least 12 months as of 31 December 2013 - (a^
Table 3 Sales of 1-to-1 products, (b) Table 4 Sales of Other Products, wherein Other
Products means ActionCOACH products other than the 1-to-1 programs namely, StartUP.
SteoUP. PowerUP. FreedomCOACH and UltimateCOACH. (c) Table 5 Hourly rate charoed.
and (d) Table 6 Diaanostic to Sale conversion rate
Table 3 - Unaudited Average Sales of 1-to-1 Products

Average Average Hiqh Low
tAnnualt (Monthlvt No of
Coaches
(Annual) (Annual)
$125,295 92 $10,441 33 42% 62 $570,258 00 $127,665 00
Table 4 - Unaudited Average Sales of Other Products

Average Average Hiqh Low
(Annual) (Monthlv) No of
Coaches
(Annual) (Annual)
$14,781 85 $1,231 82 21% M $258,004 00 $14,792 00
Table 5 - Unaudited Average Hourly Rate Charged
Outlets that Reacheid/Exceeded Average

Average No of Hiqh Low
Percentage
Coaches Amount Amount
$352 41 50% lA $1,034 00 $353 00
Table 6 - Unaudited Average Diagnostic to Sale Conversion
Average Outlets that Reached/Exceeded Average

No of
Percentage Hiqh Low
Coaches
40% 52% 77 100% 40%
Notes
(t) Gross Revenues means the total receipts derived from services performed and
oroducts sold bv or in connection with the Business Any oropertv or services received
from Clients in exchanae for Coachina Services will be included in Gross Revenues at
their fair market value at the time received Gross Revenues also include any proceeds
vou may receive from business interruption insurance Gross Revenues do not include
sales taxes or credits such as the sale once of any products returned bv Clients or other
taxes that an outlet collects from Clients and pay directly to the appropriate
oovernmental authorities
(2) Neither we nor ACNA represent that any of the results in Tables 1 through 6 are
reoresentative of any outlets in our Territory or that any data included in Tables 1
through 6 was derived from outlets in our Territory
(31 Some of the outlets may be working either together formally or informally to derive the
results above and mav have received additional marketing or sales assistance from their
respective master licensees You may not receive additional assistance from us or
ACNA
Table 1 is a historic reprosontation prepared by ACNA of the unaudited average annual and
average menthly Gross Revenues reported by 1^17 AotionCOACH franchisees (or 77% of total
190 franchisees) for the financial year ending December 31 2012—Each of the 1^7 franchisees
in this first subset have boon operating as franchisees for at least 12 months as of December
31 2012 and is located in the USA—This first subset includes all typos of Business Coach
Franchises (FIRM PRACTICE 5 Years and PRACTICE Premium) and none are company-
owned—These criteria were used to gather data that covers 1 full year of a franchisees
operations

Table 1
Unaudited Statement of Average Gross Revenues of the 147 Franchisoos for the 12
Months ending December 31, 2012
No of Franchisees that
Average Average
attained or exceeded
(Annual) (Monthly)
Average
$15^,331 51 $12 860 96
The results in Tables 2 through 6 were based on unauditod data reported by 52 ActionCOACH
franchisees, which is 35% of the first subset of 1^17 franchisees and 27% of the total franchisees
in the United States—Wo chose this second subset of 52 franchisoos based on the following
criteria—(i) they each have been franchisoos for at least twelve 12 months as of Docombor 31,
2012 (ii) they each have reported in the ActionMEMBERS Key Performance Indicator system
every month from January 2012 up to Docombor 2012 and (in) they each have roachod the
average annual Gross Revenues presented in Table 1
Table 2
Unauditod Annual Gross Rovonuo of 52 Franchisees who Rcachod/Excoeded the
Average Gross Revenue for the 12 Months ending December 31, 2012
Coach Annual Sales 1
4- $1 031 657 50 27 $235,335 50

2 $641,845 00 23 $233,595 00
3 $600,517 25 29 $227 570 00
4 $480 300 00 30 $226,100 00
6 $470,565 00 34 $224,371 00
6 $478,065 58 32 $219,552 00
1 $428 940 00 33 $219,285 00
8 $404,456 00 34 $207,882 00
9 $400 880 00 35 $207,032 00
4© $388,730 00 35 $205,808 00
44 $371,940 00 3? $201,I?40 00
43 $366 739 00 33 $199,800 00
43 $356,600 00 39 $193 920 56
44 $349 990 00 40 $193 040 00
45 $337,500 00 44 $192 665 00

Coach Annual Sales Coach Annual Sales
40 $303 276 00 42 $187 558 00

47 $286 365 00 42 $179 991 00
40 $282,965 00 44 $179,554 00
40 $281 747 00 42 $175 234 00
20 $260,550 00 46 $173,523 00
24 $260,085 00 47 $170,240 00
22 $260 000 00 42 $168,485 00
20 $258,400 00 49 $166 550 00
24 $245,950 00 60 $165,519 00
20 $240,227 00 64 $162,670 00
20 $237,900 00 62 $155,225 00
Tab\e^
Average 1-to-1 Diagnostic to Client Conversion Porcentago by tho 52 Franchisees
for the 12 Months ending Docomber 31, 2012
Percentage of 52
Category Average Franchisoos that attained
of-exceeded Average
1 to 1 PrograrriG §4% 40%
Table 4
Average Coaching Hourly Rate charged by the 52 Franchisees for the 12 Months
ending December 31, 2012
Percentage of 52
V'oioy*"'' y Average Hourly Rate Franchisees that attained
or exceeded Average
1-to-1 Programs $412 73 04%

Tablo 5
Average 1-to-1 Program Sales of the 52 Franchisees for the 12 Months ending
December 31, 2012
Percentage of 52
Average Sales Average Sales
Franchisees that attained
(Annual) (Monthly)
or exceeded Average
$2^8,229 7^ $20,685 81 37%
Table 6
Average Sales of Other Products of the 52 Franchisees for the 12 Months ending
December 31, 2012
Percentage of 52
Average Sales Average Sales
Franchisees that attained
(Annual) (Monthly)
or exceeded Average
$12,602 GO $3 557 67 23%
Notes to Tables 1 to-6-
(4) 'Gross Revenues' moans the total rocoipts dorivod from services porformod and
products sold by or in connection with the Business—Any property or services received
from Clients in oxchango for Coaching Services will be included in Gross Revenues at
their fair market value at the time received Gross Revenues also include any proceeds
you may receive from business interruption insurance—Gross Rovonues do not include
salos taxes or credits such as tho sale prico of any products returned by Clients or other
taxos that you colloct from Clients and pay diroctly to tho appropriate governmental
authorities
(2) All franchisees whoso data ore roprosonted in Tables 1 to 6 aro located in the Unitod
States—Neither wo nor ACNA roprosont that any of tho results in Tables 1 through 6 aro
roprosentativo of any franchisee results in our Torritory or that any franchisee data
included in Tables 1 through 6 was derived from franchisees in our Territory
(3) Table 1 is a historic representation of the unaudited hourly rate achieved by the second
subset of 52 franchisees (as set out above) while delivering 1 to -1 Programs for the year
ending Decombor 31, 2012 Tho hourly rato is roprosontativo only of tho hourly rato

whilo providing 1 to 1 coaching to clionts basod on the timo spont coaching in return for
tho coaching feos paid by clients to tho franchisee—Tho hourly rate doos not inoludo
timo attending to marketing sales and administrative functions of the business
Both the first subset of 1^17 franchisees and the 0econd subset of 52 franchisoes include
all types of franchioees (FIRM—PRACTICE 5 Yoar and PRACTICE Premium) as
unauditod Gross Revenues are reported by these franchisoos in our AotionMEMBERS
syotom on a voluntary basis
(&) Some of tho franchiGoes may bo working either together formally or informally to derive
tho results abovo and may havo rocoivod additional markoting or sales assistanoo from
thoir respective master liconsoos You may not reooive additional assistanoo from us or
ACNA
(6) Other Products" in Table 6 means ActionCOACH products othor than the 1 to-1
Programs, namoly, StortUP, StopUP, PoworUP, FroodomCOACH and UltimatoCOACH
CAUTION
The financial performance representation figures do not reflect the cost of sales, operating
expenses, or other costs or expenses that must be deducted from the gross revenue or gross
sales figures to obtain your net income or profit You should conduct an independent
investigation of the costs and expenses you will incur in operating your franchised business
Franchisees or former franchisees, listed in the Disclosure Document may be a source of this
information
Your financial results may differ from the results stated m this financial performance
representation
Historical results are not an indicator of future performance The gross revenue figures stated in
this Item 19 should not be considered as the actual or potential gross revenue figures that will
be realized by you or any prospective franchisee We have not suggested, and do not
guarantee that you will succeed in the operation of your ActionCOACH Business Coach
franchise as significant factors determining success include, your energy and determination to
work hard ability to follow the ActionCOACH system, business acumen and marketing and
sales skills
We offer substantially the same coaching programs for delivery to clients of all franchisees
Although we may suggest prices for coaching programs offered by you, you may offer and sell
coaching programs and services at any price you choose
ACNA will, on reasonable request, make available to you (if you qualify) written substantiation
of the financial performance representation at ACNA's headquarters
If you receive any other financial performance information or projections of your future income
you should report it to ACNA's management by contacting Rosalie Borguilla, Paralegal at 5781
S Fort Apache Rd , Las Vegas, NV 89148, tel no 888-483-2828, the Federal Trade
Commission, and the appropriate state regulatory agency

ITEM 20
OUTLETS AND FRANCHISEE INFORMATION
We only started selling franchises in July 2012 in non-registration states For consistency, we
have provided information as of ACUI's last throe 2_fiscal years ending June 30, 2010, June 30,
2011 and June 30, 2012^ and the period beginning July 1, 2012 up to the close of ACNA's
2_fiscal years on December 31, 2012 and December 31. 2013
Tables 1 throuoh 5 covers the historv of all outlets in the United States for these periods The
numbers in these tables include Business Coach Franchise Agreements issued both bv Master
Licensees and directiv bv ACNA or ACUl in areas where there is no Master Licensee
Table 1 - Svstem wide Outlet Summary for the fiscal years ended June 30. 2012 and
June 30. 2013. the penod from Julv 1. 2012 up to December 31. 2012 and the fiscal vear
ended December 31. 2013
Outlets at Start of Outlets at End of

Outlet Tvoe Year Net Chanae
Year Year
Jun 2011 248 223 -25

Jun 2012 223 214 -9
Franchised
Dec 2012 214 190 -24
Dec 2013 190 175 -15
Jun 2011 0 0 0
Jun 2012 0 Q 0
Comoanv Owned
Dec 2012 0 0 0
Dec 2013 0 Q Q
Jun 2011 248 223 -25
Jun 2012 223 214 -9
Total Outlets
Dec 2012 214 190 -24
Dec 2013 190 175 -15
Table 2 - Transfers of Outlets from Franchisees to New Owners (other than Master
Licensee or Franchisors) for Fiscal Years ended 30 June 2011 and 30 June 2012. the
period beginning Julv 1. 2012 up to 31 December 2012 and the fiscal vear ended 31
December 2013

State fNote 1) Year No of Transfers
Jun 2011 0
Jun 2012 2
Connecticut
Dec 2012 0
Dec 2013 0
Jun 2011 0
Jun 2012 1
Colorado
Dec 2012 0
Dec 2013 0
Jun 2011 Q
Jun 2012 1
Indiana. Minnesota and Wisconsin
Dec 2012 0
Dec 2013 2
Jun 2011 2
Jun 2012 2
Iowa and Nebraska
Dec 2012 0
Dec 2013 0
Jun 2011 0
Jun 2012 0
North Carolina
Dec 2012 1
Dec 2013 0
Jun 2011 1
Jun 2012 0
Texas - South
Dec 2012 0
Dec 2013 0
Jun 2011 3
Jun 2012 6
Total
Dec 2012 1
Dec 2013 2
NOTE
(1) States that are not listed had no transfer activity during the fiscal years covered by the
table Several multi-state territories are or were each licensed under a single Master
License Agreement and are treated together
Table 3 - Status of Franchised Outlets (Note H for Fiscal Years ended 30 June 2011 and 30
June 2012. the period beginning July 1. 2012 UP to December 31. 2012 and the fiscal year
ended 31 December 2013

Ceased
Outlets Outlets
Outlets Termina Non- Re- Ooeration
State Year at Start at end of
of Year Ooened tion Renewal acauired / Other
Year
reason
Jun 2011 5 4 0 0 0 0 9
Alabama.
Jun 2012 9 0 2 0 0 0 7
Louisiana and
MISSISSIDDI Dec 2012 7 0 1 0 0 0 6
Dec 2013 6 1 2 0 0 0 5
Jun 2011 6 0 1 Q 0 0 5
Jun 2012 5 3 2 0 0 0 6
Arizona
Dec 2012 6 1 0 0 0 1 6
Dec 2013 6 4 1 0 0 Q 9
Jun 2011 1 0 1 0 0 0 0
Jun 2012 0 0 0 0 0 0 0
Arkansas
Dec 2012 0 0 0 0 0 0 0
Dec 2013 0 0 0 Q 0 0 0
Jun 2011 25 0 2 1 Q Q 22
Jun 2012 22 0 1 2 0 1 18
California
Dec 2012 14 1 2 0 0 0 13
Dec 2013 13 0 0 0 0 1 12
Jun 2011 13 1 1 0 0 0 13
Jun 2012 13 1 1 0 0 0 13
Colorado
Dec 2012 13 0 2 1 0 0 9
Dec 2013 9 2 3 0 0 0 8
Jun 2011 7 1 1 0 0 0 7
Jun 2012 7 0 0 2 0 1 4
Connecticut
Dec 2012 4 0 1 0 0 0 3
Dec 2013 3 0 1 0 0 0 2
Jun 2011 12 5 1 0 0 0 16
Jun 2012 16 1 0 Q Q 0 17
Flonda
Dec 2012 11 2 1 0 0 0 18
Dec 2013 18 3 1 0 0 0 20
Jun 2011 16 0 7 3 0 0 6
Jun 2012 6 0 0 0 0 0 6
Georoia
Dec 2012 6 0 0 Q 0 Q 6
Dec 2013 6 1 1 0 0 1 5
Jun 2011 7 0 0 0 0 Q 7
Jun 2012 7 0 1 0 0 0 6
Idaho / Utah
Dec 2012 6 0 2 0 0 0 4
Dec 2013 4 1 1 0 0 0 4
Jun 2011 1 1 0 0 0 0 2
Illinois
Jun 2012 2 0 0 Q 0 Q 2
Dec 2012 2 0 0 0 0 0 2
Dec 2013 2 0 0 Q 0 0 2
Jun 2011 4 1 2 1 0 0 2
Jun 2012 2 0 0 0 0 0 2
Indiana
Dec 2012 2 0 0 0 0 0 2
Dec 2013 2 0 1 0 0 0 1
Iowa / Jun 2011 10 0 1 0 3 0 6

Nebraska Jun 2012 6 3 1 1 0 0 7
Dec 2012 7 0 0 0 0 0 7
Dec 2013 7 2 0 0 0 1 8
Jun 2011 0 0 0 0 0 0 0
Kansas / Jun 2012 0 0 0 0 0 0 Q
Missouri Dec 2012 0 0 0 0 0 0 0
Dec 2013 0 0 0 0 0 0 0
Jun 2011 3 1 0 0 0 0 4
Kentucky
Jun 2012 4 0 0 0 0 Q 4
Dec 2012 4 0 0 0 0 0 4
Dec 2013 4 0 1 0 0 Q 3
Jun 2011 1 0 0 0 0 0 1
Jun 2012 1 0 0 0 0 0 1
Maine
Dec 2012 1 0 0 0 0 0 1
Dec 2013 1 0 0 0 0 0 1
Jun 2011 7 2 1 0 0 0 8
Maryland.
Jun 2012 8 1 3 0 0 0 6
Delaware and
DC Dec 2012 6 0 2 Q 0 0 4
Dec 2013 4 0 0 0 0 0 4
Jun 2011 3 0 1 0 0 0 2
Massachusetts
Jun 2012 2 Q 0 0 0 0 2
Dec 2012 2 1 1 0 0 0 2
Dec 2013 2 Q 1 1 0 0 0
Jun 2011 1 0 1 0 0 0 0
Jun 2012 0 0 0 0 0 0 0
Michiaan
Dec 2012 0 2 1 0 0 0 1
Dec 2013 1 0 Q 0 Q 0 1
Jun 2011 8 0 1 1 0 0 6
Jun 2012 6 0 0 1 0 0 5
Minnesota
Dec 2012 5 0 1 0 0 0 4
Dec 2013 4 0 0 0 0 0 4
Jun 2011 1 0 0 0 0 0 1
Montana. North
Jun 2012 1 0 0 0 0 0 1
Dakota.
Wyomino Dec 2012 1 0 1 0 0 0 0
Dec 2013 Q Q 0 0 0 0 0
Jun 2011 2 0 0 0 0 0 2
Jun 2012 2 3 0 0 0 0 5
Neyada
Dec 2012 5 1 1 0 0 1 4
Dec 2013 4 0 1 0 0 0 3
Jun 2011 10 1 0 0 0 0 11
Jun 2012 11 2 0 1 0 1 11
New Jersey
Dec 2012 11 2 1 0 0 1 11
Dec 2013 11 0 2 1 0 1 7
Jun 2011 1 0 0 0 0 0 1
Jun 2012 1 0 0 0 0 0 1
New Mexico
Dec 2012 1 0 0 0 0 0 1
Dec 2013 1 0 0 0 0 0 1
New York
Jun 2011 5 0 Q 0 0 0 5
Jun 2012 5 0 0 0 0 0 5

Dec 2012 5 1 2 0 0 0 4
Dec 2013 4 0 1 0 0 1 2
Jun 2011 11 1 1 0 0 0 11
Jun 2012 11 4 0 0 0 0 15
North Carolina
Dec 2012 15 1 2 0 0 0 14
Dec 2013 14 2 1 1 Q 1 13
Jun 2010 4 1 1 0 0 0 4
Jun 2011 4 0 0 0 0 0 4
Ohio - North Jun 2012 4 0 0 1 0 0 3
Dec 2012 3 0 0 0 0 0 3
Dec 2013 3 0 Q 0 0 0 3
Jun 2011 14 0 3 0 0 0 11
Jun 2012 11 0 2 1 0 0 8
Ohio - South
Dec 2012 8 0 0 0 0 0 8
Dec 2013 8 1 2 0 0 0 7
Jun 2011 1 1 0 0 0 0 2
Jun 2012 2 0 0 0 0 Q 2
Oklahoma
Dec 2012 2 0 0 0 Q 0 2
Dec 2013 2 0 0 0 0 0 2
Jun 2011 6 0 3 1 0 0 2
Jun 2012 2 0 0 0 0 0 2
Oreoon
Dec 2012 2 0 0 0 0 0 2
Dec 2013 2 0 1 0 Q 0 1
Jun 2011 18 0 2 1 0 0 15
Pennsvlvania - Jun 2012 15 0 0 3 0 0 12
East Dec 2012 12 2 1 3 0 0 10
Dec 2013 10 1 0 1 0 3 7
Jun 2011 2 0 1 0 0 0 1
Pennsvlvania - Jun 2012 1 0 0 0 0 0 1
West Dec 2012 1 0 0 0 0 0 1
Dec 2013 1 0 Q 0 0 Q 1
Jun 2011 0 0 0 0 0 0 0
Jun 2012 0 0 0 0 0 Q 0
South Carolina
Dec 2012 0 1 0 0 0 0 1
Dec 2013 1 0 0 0 0 0 1
Jun 2011 6 0 3 0 0 0 3
Jun 2012 3 0 0 0 1 0 2
Tennessee
Dec 2012 2 0 0 0 0 0 2
Dec 2013 2 0 1 0 0 0 1
Jun 2011 14 1 3 Q 0 0 12
Jun 2012 12 3 0 0 0 1 14
Texas
Dec 2012 14 1 4 0 0 0 11
Dec 2013 11 5 2 0 0 2 12
Jun 2010 7 3 0 0 2 0 8
Jun 2011 8 2 0 0 Q 0 10
Viroinia Jun 2012 10 0 0 0 0 0 10
Dec 2012 10 0 1 0 0 2 7
Dec 2013 7 1 2 0 0 0 6
Jun 2011 0 0 Q 0 0 0 Q
W Viroinia
Jun 2012 0 0 0 0 0 0 0

Dec 2012 0 0 0 0 0 0 0
Dec 2013 0 1 0 0 0 0 1
Jun 2011 7 2 1 1 0 0 7
Jun 2012 7 0 1 0 0 0 6
Washinaton
Dec 2012 6 4 1 0 Q 4 5
Dec 2013 5 0 0 0 0 1 4
Jun 2011 8 1 0 0 0 0 9
Jun 2012 9 2 0 1 0 0 10
Wisconsin
Dec 2012 10 0 2 0 0 1 7
Dec 2013 z 2 0 0 0 0 9
Jun 2011 248 25 38 9 3 0 223
Jun 2012 223 23 14 13 1 4 214
Total
Dec 2012 214 20 30 4 0 10 190
Dec 2013 190 27 26 4 0 12 175
NOTES
(1) "Outlets at Start of Year' and "Outlets at End of Year" include all outlets being actively
operated as of the first and last day of the fiscal year, respectively "Outlets Opened
may reflect franchises opened that fiscal year but sold in previous fiscal years The table
does not include outlets that were terminated without ever havinq been operated
(2) Reacquired includes outlets reacquired by us. AGNA or the master licensee in the
pertinent state
(31 States that are not listed had none of the above-described activities durino the fiscal
years covered by the table Several multi-state territories are or were each licensed
under a single Master License Aoreement and are treated together
Table 4 - Status of Company-owned Outlets for Fiscal Years ended 30 June 2011 and 30
June 2012. the period beqinnina July 1. 2012 up to 31 December 2012and the fiscal year
ended December 31, 2013
Ceased
Outlets Outlets
Outlets Termina Non- Re Ooeration
State Year at Start at end of
Ooened tion Renewal acouired / Other
of Year Year
1 reason
Jun 2011 0 0 0 0 0 0 0
Total
Jun 2012 0 0 0 0 0 Q 0
Dec 2012 0 0 0 0 0 0 0
Dec 2013 0 0 0 0 0 0 0
Table 5 - Proiected Outlet Openings as of 31 December 2014
CA Business Coach FDO March 2014 69

Proiected New Outlets in Fiscal Year ending
Franchise Aareements December 31. 2014
sianed but Outlet not
State (Note 1^
Goen as of December 31.
2013 Franchised Comoanv Owned
Alabama. Louisiana and

MISSISSIDDI 0 2 0
Arizona 0 3 0
Califomia 0 2 0
Colorado 1 2 0
Connecticut 0 2 0
Florida 1 2 0
Georoia 0 1 0
Idaho 0 1 0
Indiana 0 1 0
Iowa 0 2 0
Kansas 0 1 0
Kentucky 0 1 0
Maryland 0 1 0
Massachusetts 0 1 0
Nebraska 0 1 0
Neyada - North 0 1 0
Neyada - South 0 1 0
New Jersey 0 3 0
New York 0 1 0
North Carolina 0 5 0
Ohio - North 0 2 0
Ohio - South 1 1 0
Pennsylyania - East 1 2 0
Penns'yiyania - West 0 1 0
South Carolina 0 1 0
Tennessee 0 1 0
Texas - South 0 12 0
Washinaton 0 1 0
Wisconsin 0 2 0
Total 4 57 0
NOTE
States that are not listed had no Business Coach franchise agreement signed but not
open as of December 31. 2013 and have no Business Coach franchise agreements
proiected for the year endino December 31, 2014

Tablos 1 through 5 oovors tho history of all ActionCOACH Buoinoss Coach outlets in tho United
StatoG during those periods—Tho numboro in thooo tabloo inoludo Business Coach Franchise
Agroomonts issuod both by Master Lioenseos and directly by ACNA (or its prodeoessor ACUl)
in areas whoro there woro no Master Licenseos
Table 1 - System wide Business Coach Outlet Summary for the fiscal years ended June
30, 2010, June 30, 2011, June 30, 2012 and the period from July 1, 2012 up to December
31,2012
Outlets at Start Outlets at End

Outlet Typo Yeaf Net Change
of Year of Year
Franchisod Jun 2010 OQg

1_UU 248 -88
Jun 2011 248 228 -28
Jun 2012 228 244 -2
Doc 2012 2U 420 -24
Company Owned jLin-2i2lin
UUT 1 t— V 1 w 0 0 0
Jun 2011 0 0 0
liin
W V* • • w «^ 0 0 0
Doc 2012 0 0 0
Total Outlets iiir^ oo'in
W LJ 1 1 ili» W 1 v.' 288 248 -28
Jun 2011 248 228 -28
Jun 2012 228 244 -2
Doc 2012 244 420 -24

Table 2 - Transfers of Business Coach Outlets from Franchisoos to Now Owners (other
than Master Licensee or Franchisors) for Fiscal Years ended 30 June 2010, 30 June 2011,
30 June 2012 and the period beginning July 1, 2012 up to 31 December 2Q12
Alabama Louisiana and Missiccippi Jun 2010 4

Jun2011 0
Jun 2012 0
Doc 2012 a
California Jun 2010 §
Jun 2011 0
Jun 2012 0
Doc 2012 0
Connocticut Jun 2010 4
Jun 2011 0
Jun 2012 2
Dec 2012 0
Coloracio Jun 2010 Q
li.r^ •!
LP Lll 1 ^V 1 1 0
Jun 2012 4
Doc 2012 0
Indiana, Minnooota and Wisconsin Jun 2010 0
Jun 2011 0
Jun 2012 4
Doc 2012 0
Iowa and Nobraoka Jun 2010 4
2
Jun 2012 2
Doc 2012 a
Kontuoky Jun 2010 4
Jun 2011 0
Jun 2012 0
Dec 2012 0
New Jersey Jun 2010 4
Jun 2011 0
Jun 2012 0
Doc 2012 0

State (Note 1) VoTir
• w VlT No of Transfers
North Carolina Jun 2010 0

Jun2011 0
Jun 2012 0
Dec 2012 4-
Jun 2010 0
Jun 2011 0
Jun 2012 0
Doc 2012 6
Texas—South Jun 2010 3
jiinonij,
U1 1 1 1 4
Jun 2012 0
DOG 2012 0
Total Jun 2010 20
Jun 2011 3
Jun 2012 3
Doc 2012 4
NOTE
(4) States that are not listed had no transfer activity during the fiscal years covered by the
table—Several multi state torritorios are or woro oach liconsod undor a single Master
Lioonso Agreement and are troatod togothor

Table 3—Status of Franchised Business Coach Outlets (Note 1) for Fiscal Years ondod 30
June 2010, 30 June 2011, 30 June 2012 and the period beginning July 1, 2012 up to
December 31, 2012
Ceased
Outlets Outlets
vw Tormina- i1 «e- Oporation
State ¥eaF at Start 1
1 1 1 lU Vfill / Other
of Year Jl*
reason
Jun 2010 S 4 3 4 3 3 3
Ji40-2£U4.
U lall 1 k W • • S 4 3 3 3 3 3
Jun 2012 9 0 a 3 0 0 7
Doc 2012 7 3 4 3 3 3 3
Arizona Jun 2010 4 3 3 3 3 3 3
Jun 2011 § 0 4 3 3 3 3
Jun 2012 3 a 3 3 3 3
Dec 2012 § 4 3 3 3 4 3
Arkansas Jun 2010 4 4 3 3 4 3 4
Jun 2011 4 3 4 3 3 3 3
Jun 2012 0 3 3 3 3 3 3
Doc 2012 0 3 3 3 3 3 3
California -lua-2Q4£l 2© 4 4 0 3 4 as
inn *^011
UUI 1 1 1 as 3 a 4 3 3 aa
Jun 2012 aa 3 4 a 3 4 43
Dec 2012 44 4 a 3 3 3 43
Colorado Inn 9010
WWII bVIW 43 4 4 3 3 3 43
Jun 2011 43 4 4 3 3 3 43
Jun 2012 43 4 4 3 3 3 43
Dec 2012 43 3 a 4 3 3 43
Connecticut Jun 2010 7 a 4 4 3 3 7
Jun 2011 7 4 4 3 3 3 7
Jun 2012 7 3 3 a 3 4 4
Doc 2012 4 3 4 3 3 3 3
Florida Jun 2010 4a 4 4 3 3 3 4a
Jun 2011 43 3 4 3 3 3 43
Jun 2012 43 4 3 3 3 3 47
Doc 2012 47 a 4 3 3 3 43
Georgia Jun 2010 4& a 4 3 3 3 43
Jun 2011 43 3 7 3 3 3 3
Jun 2012 3 3 0 3 3 3 3
Dec 2012 3 3 3 0 3 3 3
Jun 2010 43 4 4 3 3 3 7
Jun 2011 7 3 3 3 0 0 7
Jun 2012 7 3 4 3 3 3 3
Doc 2012 3 3 a 3 3 3 4
Illinois Jun 2010 a 3 3 4 3 3 4
Jun 2011 4 4 3 3 3 3 a
Jun 2012 a 3 3 3 3 3 a
Dec 2012 a 3 3 3 3 3 a

Coasod
Outlotc Outlets
VUIIU4C* 1 WIRIIIITCJ • • Wl P Re- £fc»MX£5lllAA
M w 11
at ond of
Ststo Year at Start OLAAAA/I
V|JdlCM
•lAja
Wl 1 Ronowal acquirod fjLtiitiAr
of Voar CA2USAA
Yeaf
1 UUOUI 1
Indiana Jun 2010 5 0 0 4 0 0 4

Jun2011 4 4 2 4 0 0 2
Jun 2012 2 0 0 0 0 0 2
Dec 2012 2 0 0 0 0 0 2
Iowa / Jun 2010 40 0 0 0 0 0 40
Nebraska Jun 2011 40 0 4 0 2 0 2
Jun 2012 0 2 4 4 0 0 7
Dec 2012 T 0 0 0 0 0 7
Jun 2010 4 0 0 0 4 0 0
fUlieozMiri,
iviioouui 1
Jun 2011 0 0 0 0 0 0 0
LiriOniO
UCfl I JIV 111 0 0 0 0 0 0 0
Dec 2012 0 0 0 0 0 0 0
ii ir> on *1 n
Qf^ti
iiLiu^y
f
Uwi 1 IZ\J 1 V 4 4 2 0 0 0 2
Jun 2011 0 4 0 0 0 0 4
Jun 2012 4 0 0 0 0 0 4
Doc 2012 4 0 0 0 0 0 4
i..r. ornn 4 0
1 V 1 ^11 1^7
9dII ^w 1 w 0 0 0 0 4
Jun 2011 4 0 0 0 0 0 4
Inn1 1—1
iftJI ^01"^ 4 0 0 0 0 0 4
Doc 2012 4 0 0 0 0 0 4
Jun 2010 4 4 0 0 0 4 7
^waro and 7 2
Jun 2011 4 0 0 0 3
Jun 2012 0 4 3 0 0 0 3
Doc 2012 § 0 2 0 0 0 4
jiinonin 5 0
ilL" I Lw 1 V 2 0 0 0 3
Jun 2011 2 0 4 0 0 0 2
Jun 2012 2 0 0 0 0 0 2
Dec 2012 2 4 4 0 0 0 2
l|kjlLCfcvi£l£aQ
• VII S^l IIMWll I Jun 2010 2 0 4 4 0 0 4
Jun 2011 4 0 4 0 0 0 0
Jun 2012 0 0 0 0 0 0 0
Dec 2012 0 2 4 0 0 0 4
Minnesota Jun 2010 44 2 2 0 0 0 3
Inn1 '^(111
UUI 1 1 3 0 4 4 0 0 3
Jun 2012 S 0 0 4 0 0 3
Dec 2012 2 0 4 0 0 0 4
Montana North Jun 2010 4 0 0 0 0 0 4
Dakota
Jun 2011 4 0 0 0 0 0 4
Jun 2012 4 0 0 0 0 0 4
Dec 2012 4 0 4 0 0 0 0
1 vu V uuci Jun 2010 2 4 0 0 2 0 2
Jun 2011 2 0 0 0 0 0 2
Jun 2012 2 2 0 0 0 0 3
Dec 2012 2 4 4 0 0 4 4

Outlets Outlets
state 3t Stnrt • 1 I 1 ¥ • V I ^4 •^ VII Re- Operation
Year f Renewal If^tWgXr
at end of
XTIIWTTW LIintl
wl T VIVL|IJIi W r « • • w•
of Year CAA&An
ji*
I VUU VTT
New Jersoy Inn *^010

w wi i 1_ V I V 44 0 40
Jun 2011 40 0 0 44
1..^ oi->io
Wl I 1_V I 1> 44 0 44
44 44
Now MQXICO Jun 2010 0 0
Ji in OQ1 i
Wl I £.V I I
Jun 2012 0 0
Doc 2012 0 0 0
New York Inn u^v
L/urr rrun
IV §
Jun 2011 0
0 0 0
Doc 2012
1...^ on-in
wn V I V 44 0 44
Inn *^011
U Lll I %V I I 44 0 44
Jun 20i: 44 4 40
Doc 2012 40 0 44
Ohio - Northern liinOTLlil
vul r 41.V IV 0
Inn ^ni 1
UUI I ILXf 1 I 0
0
Doc 2012 0
Ohre—Southern Jun 2010 40 0 44
Jun 2011 44 0 0 44
Jun 2012 44
0 0
Oklahoma Jun 2010 0 0 0
Jun 2011 0
0 0
Dec 201: 0 0 0 0
Ornnnn
1 VU VPt Inn "^010
Wl I ILV I V 0
l..nI LIV
oni i
'I I 6 0
Inn r>ni?
OVIIY MiAJ III 0
Doc 2012 0 0 0
Pennsylvania liinOfVin
wn IIIV IV 33 0 0 40
Eastern Jun 2011 40 40
Jun 2012 40 0 43
Doc 2012 43 0 40
Pennsylvania Jun 2010 0
Western Jun 2011 0 0
Inn '^01'^
wvi • I L V i ^
South Carolina 1.ornn

U LJI I lUV"l V 0 0
Inn 1
w wa • • b V • • 0 0 0 0
Jun 2012 0

Ceased
Outlets Outlots
^Qp- Re- Operation
State Y03r at Start at end of
QiatijaAri
liVI r Renewal aoquired / Other
Yojr ¥ear
reason
Tennessee Jun 2010 § 2 4 4 3 3 3

Jun 2011 & 3 3 3 3 3 3
Jun 2012 3 3 3 3 4 3 2
Doc 2012 2 3 3 3 3 3 2
"T
1 CACIO Jun 2010 24 3 3 3 2 3 44
Jun 2011 44 4 3 3 3 3 42
Jun 2012 42 3 3 3 3 4 44
Doc 2012 44 4 4 0 3 3 44
V/ir/îrmn
V II ^11iia Jun 2010 7 3 3 3 2 3 3
Jun 2011 3 2 0 3 3 3 43
Jun 2012 4© 3 3 3 3 3 43
Dec 2012 43 3 4 0 3 2 7
Washington Jun 2010 7 4 4 0 3 3 7
Jun 2011 7 2 4 4 3 3 7
Jun 2012 7 3 4 0 0 0 3
Dec 2012 @ 4 4 3 0 4 3
Wisconsin Jun 2010 43 0 2 3 3 3 8
Jun 2011 3 4 0 3 3 3 8
Jun 2012 3 2 0 4 3 3 43
Doc 2012 43 3 2 3 3 4 7
Tntnl
1 LIILJI Jun 2010 233 37 44 43 44 4 248
Inn1 *^011
UUI 1 1 243 23 33 3 3 0 223
Jun 2012 223 23 44 43 4 4 244
Doc 2012 244 23 33 4 3 43 ion
1 cfyj
NOTES
'Outlots at Start of Year and 'Outlete at End of Year include all busineso coach outlets
being aotivoly oporated as of the first and laet day of the fiscal yoor, rospectively
Outlots Oponod may rofloct franchisos oponod that fiscal year but solo in previous
fiscal yoars—The table does not include businoss ooach outlots that wore terminated
without over having boon operated
(2) Reacquired includes businoss coach outlots roacquirod by us AGNA or the master
liconsoo in tho pertinent state
{2) States that are not listed had none of the above doscribod activities during tho fiscal
yoars covered by tho table—Several multi state territories are or were each licensed
under a single Master License Agreement and are treated together

Table 4 - Status of Company-ownod Business Coach Outlets for Fiscal Years ondod 30 Juno
2010, 30 Juno 2011, 30 Juno 2012 and the period beginning July 1, 2012 up to 31 Docombor 2012
Ceased
Outlets r\» Outlets
T
1 WIHIII lU
- Non- Re- Operation
State Year 3t Stsrt BAUAAUAI ^ • «1 #1 at end of
fc • V • • lu inroT
of Yoar ¥eaf
• dacwi'i
XAIAI
1 viai Jun2010 0 0 0 0 0 0 0
Jun 2011 0 0 0 0 0 0 0
Jun 2012 0 0 0 0 0 6 0
Doc 2012 0 0 0 0 0 6 0
NOTE
No states woro listed above sinco no stato had any company owned Business Coach
outlet activity during each of the periods coversd by the table and no company owned
Business Coach outlet operating at the end thereof
(2) Reacquired inoludes business coach outlets roacquired by us, ACNA or the master
licensee in the pertinent state
Table 5 - Projoctod Business Coach Oponings as of Docombor 31, 2013
Franchise
MA
Qf^tn
ViCiiV
asof Docomber31,
2042 Company Owned
ArtTrsnn
t il Id 4 § 0
California 0 € 0
Colorado S 4 0
Connocticut 0 2 Q
Florida 0 2 0
Iri^hn
fuonvif 0 4 9
• II 0 2 0
Indiana 0 2 Q
Iowa and Nobraska 0 7 9
Maryland/Dcbwaro/D C 0 4 0
Minnesota 0 2 9
1 1U V LJCICI 0 4 9
New Jersey 0 4 9
Now Moxico 0 4 9

fijCSUMSlliCA
r 1 ai lui iiuv
Franchised Company Owned
Now York 0 4 0
North Carolina 0 § 0
©hie—North 0 2 0
Ohio South 0 § 0
Ponncylvania East 0 4 0
PonnGvlvania Woct 0 4 0
Texas—North 0 4 0
Texas—South 4 42 0
Lliah 0 4 0
\V M'uiriici 0 4 0
Washington 0 4 0
Wisconsin 0 & 0
Total 7 73 0
NOTE
(4^ States that aro not listed had no Businoes Coach franchise agroomont signod but not
opon as of DGcomber 31, 2012 and have no Businoss Coach franchise agroomonts
projected for tho year ending Deoember 31, 2013
Exhibit J to this disclosure document is a list of all ActionCOACH Business Coaches in the
USA as of December 31, 20132
Exhibit K to this disclosure document lists the names and last known home addresses and
telephone numbers of every U S Business Coach who had a Business Coach Franchise
Agreement terminated, canceled, or not renewed or who otherwise voluntarily or involuntarily
ceased to do business under a Business Coach Franchise Agreement during ACNA's fiscal
year ending December 31, 20132 The list also identifies any U S Business Coach who had
not communicated with ACNA or their Master Licensee within 10 weeks of March 28, 20143 If
you buy this franchise, your contact information may be disclosed to other buyers when you
leave the franchise system
In some instances within the periods covered by the tables in this Item 20, current and former
franchisees have signed confidentiality clauses provisions restricting their ability to speak
openly about their experience with ActionCOACH You may wish to speak with current and
former franchisees, but be aware that not all these franchisees will be able to communicate with
you
There is no trademark-specific franchisee organization associated with ActionCOACH franchise

system

ITEM 21
Exhibit L contains the following financial statements
1 The-Our Gonsolidated audited financial statements of ACAI (including ours as ACAI's

subsidiary) for the fiscal year ending December 31, 20132
2 ACNA's audited financial statements for the fiscal year endingDecember 31, 20132
ITEM 22
CONTRACTS
Exhibit A The FIRM - Business Coach Franchise Agreement
Exhibit 8(1) The Practice (5 year) - Business Coach Franchise Agreement
Exhibit B(2) The Practice (Premium) - Business Coach Franchise Agreement
Exhibit C State-Required Addenda to Franchise Agreement
Exhibit D Nominated Business Coach Agreement
Exhibit E Nondisclosure and Noncompete Agreement
Exhibit F Release
We also require that you fill out a Compliance Questionnaire before signing a Business Coach
Franchise Agreement The Compliance Questionnaire is in Exhibit G
ITEM 23
RECEIPTS
Included at the end of this disclosure document are 2 detachable Receipts You must sign and
date both Receipts and deliver 1 of the signed Receipts to us at least 14 calendar days (or 10
business days, in certain states) before you sign the Business Coach Franchise Agreement or
pay us any money

Cal-E AS] Project CZlSO-n j
Pec° (t Do cam n 5
I ^
\
/
/
Patch II
r
J ^? COACH
business coaching
EXHIBIT A
To
BUSINESS COACH
THE FIRM
BUSINESS COACH FRANCHISE AGREEMENT

AS
feifiCOACH business coaching
THE FIRM

Attachment 1 Fees and Specifications
Attachment 2 Personal Guaranty
Attachment 3 Existing Coaches that currently have the right to Direct Market in the DDMA
Attachment 4 DDMA MAP
Attachment 5 Business Coaches Continued
Attachment 6 Conditional Assignment of Telephone and Directory Listings
Attachment 7 Direct Debit Authorization Form

to time for use with the System
"Minimum Business Coach Requirement" or "MBCR" means the cnteria specified in

Attachment 1 The Minimum Business Coach Requirement is based on the current standard
requirement that by month forty eight (48) from the Start Date You must have recruited and
maintained operating the number of Business Coaches as set out in Attachment 1 which is
calculated by (i) TSF multiplied by (ii) 8 rounded down to the nearest whole number {99 is
rounded down)
"Minimum Performance" means the critena specified in Section 12 and Attachment 1
"Minimum Royalty" means the minimum Royalty Fee calculated in accordance with the MBCR
and as outlined in Attachment 1
"Nominated Business Coach" or "NBC" means the Firm Owner personally serving as
Business Coach or the person appointed by the Firm Owner (subject to conditions herein) to
provide Coaching Services to Clients on behalf of the Business and has authonty to bind you in
any dealings with Master Licensee and Franchisor At least one (1 ) Firm Owner must personally
serve as a Nominated Business Coach throughout the Term unless Master Licensee agrees to
shorten this period in accordance with any conditions the Master Licensee may reasonably
request You may appoint a Nominated Business Coach in lieu of a Firm Owner as long as such
individual (i) has been approved by Master Licensee and trained by Franchisor and (ii) has
signed a Nominated Business Coach Agreement with you and the Master Licensee
"System" means the business methods specifications procedures and accumulated trial and
error developed and to be developed by Licensor and/or Franchisor for the operation and
management of a Business
"Term" has the meaning set forth in Section 2 1
"Territory Size Factor" or "TSF means (i) 1 0 or (ii) The difference in the number of
businesses greater than fifteen thousand (15 000) divided by fifteen thousand (15 000) then
multiplied by 0 5 and added to 1 0 whichever is higher and for greater certainty the TSF number
IS set forth in Attachment 1
SECTION 1 - RIGHTS GRANTED

11 Master Licensee grants you the nght and you undertake the obligation to
A Operate the Business upon the terms and conditions of this

Agreement on a non-exclusive basis within the DDMA
B Operate the Business from the office location only as set forth in Section 9
and
C Use the Marks and the System as they may be modified and developed
from time to time on a non-exclusive basis in the operation of the Business
12 This Agreement does not include the right to sell products to any vendor who would in
turn sell to consumers the nght to sell any product except through the Business or the
right to perform any Coaching Services other than through the Business
Firni - Business Coach Franchise Agreement March 2014

no later than fourteen (14) days before any of your Key Personnel begin the ActionCOACH
Key Personnel Training Program
45 Any amount due under this Agreement that is not paid on or before the due date will
accrue interest daily at the rate specified m Attachment 1 Each failure to pay Royalty
Fees Marketing and Advertising Fees or any other amount payable to Master Licensee
when due is a material breach of this Agreement
46 You will establish a separate bank account for the Business and use the method(s)
specified from time to time by Master Licensee or Franchisor for the payment of
Royalty Fees Marketing and Advertising Fees and all other fees and amounts owed
You will furnish Master Licensee, Franchisor and your bank with such authonzations as
may be necessary to effect payment by the method required by Master Licensee or
Franchisor
47 With the exception of the Franchise Fee and Training Fee You must make all payments
to Master Licensee with respect to amounts owed by You to Master Licensee pursuant to
this Agreement by means of direct debit into a bank account nominated by Master
Licensee and must prior to commencing operation of the Business A) nominate in
writing to Master Licensee a bank account from which Master Licensee will direct debit
the payments and B) sign Attachment 7 and all necessary forms and consents permitting
the direct debit of funds from the bank account in the manner and on the dates specified
in writing by Master Licensee Master Licensee mav. at its sole discretion, specifv another
form of pavment. and You agree to make oavment through the method specified bv Master
Licensee in writing as well as sign ail reasonably necessary forms and consents to permit
the said newly specified pavment method
48 You must pay for the cost of any of Master Licensee s administrative fees connected with
the failure of your direct debit facility
49 You have no nght of set off as against Master Licensee or Franchisor You must not for any
reason withhold payment of any amount due to Master Licensee or Franchisor This
applies even if You allege that Master bcensee has not performed or is not perfomiing an
obligation imposed upon it under this Agreement or a related agreement Master Licensee
may accept any part payment without prejudice to its nght to recover the balance due or
pursue any other remedy Master Licensee may set off against any payment due to You by
Master Licensee any of your unpaid debts to Master Licensee
4 10 Notwithstanding the provisions of Sections 4 1 and 4 2 you must pay the Royalty Fee and
the Marketing and Advertising Fee directly to the Franchisor if you receive a written notice
from the Franchisor to that effect Provided you comply with that notice your obligations to
the Master Licensee under those clauses will be discharged
SECTION 5 - ADVERTISING AND MARKETING
51 You will advertise and promote the Business at your own expense and in accordance
with the Manuals However You may not publish or distribute any advertising or
promotional material unless it has been approved in writing by Master Licensee which
approval will not be unreasonably withheld or unduly delayed If Master Licensee objects
to any advertising or promotional material that you are using you must immediately stop
using It Advertising and promotional matenals furnished by Master Licensee may be
used only in the manner and during the penod specified by Master Licensee Master
Licensee has the nght to charge reasonable fees for any materials that Master Licensee
provides
52 You acknowledge that unless otherwise specified by Franchisor in writing forty percent
Firm - Business Coach Franchise Agreement March 2014

compliance with the System
62 While this Agreement is in effect and for three (3) years after its expiration or termination
or after any transfer approved under Section 20 Master Licensee and Franchisor have the
right to request receive inspect and audit any of the records referred to in Section 6 1
Master Licensee and Franchisor agree to do inspections and audits at reasonable times
You agree to keep all original records reports invoices order fonns and calculations for at
least SIX (6) years from the date they were generated or for a longer penod if required by
applicable law Should any inspection or audit disclose a deficiency in the payment of any
Royalty Fee Marketing and Advertising Fee or other amounts required to be paid under
this Agreement you will immediately pay the deficiency to Master Licensee In addition if
the deficiency for any audit penod equals or exceeds five percent (5%) of the correct
amount due you must also immediately pay to Master Licensee the reasonable cost of
the inspection or audit including travel lodging meals salaries and other expenses of the
inspecting or auditing personnel Should the audit disclose an overpayment of any
Royalty Fee Marketing and Advertising Fees or other amounts due Master Licensee or
Franchisor will promptly pay the amount of the overpayment to you provided that the
amount exceeds Fifty Dollars ($50 00)
SECTION 7-ASSISTANCE BY MASTER LICENSEE
71 Master Licensee will
A Arrange for you Key Personnel and your Business Coaches to attend
Franchisor s training program
B Assist you with the preparation of an initial business plan
C Provide you with guidance (in its absolute discretion) on pre-opening

and opening activities for the Business pnor to and including its first two
(2) weeks of operation This will include on-line access to advertising and
promotional material which may include guidance on advertising and
promotional programs
D Each week for the first ninety (90) days after you complete the
ActionCOACH training program provide access via conference or
personal calls to discuss any operational challenges and assist you in
examining your results from your weekly reports Thereafter Master
Licensee will conduct or arrange for periodic conference calls (as
determined by Master Licensee in its absolute discretion) with you to
discuss operational challenges and conduct ongoing training
E Grant approval of your office location and assist you in determining the
location of your office The selection of your office location will be your
responsibility
F Arrange for you or your Business Coaches to attend Franchisor s annual

conferences There will be a conference fee and you must pay all travel
and living expenses of your attendee(s) Master Licensee may also
hold such conferences within the Territory Unless waived by Franchisor
or Master Licensee in wnting (i) attendance by you at Franchisor s
Regional Conferences is mandatory and (ii) attendance at Regional
Conference is mandatory for your Business Coaches
an online WIKI format version of the Manuals and any amendments thereto

prior written consent of Master Licensee You may provide Coaching Services to Blue
Chip Accounts at or from locations in a temtory or DDMA of another Business Coach
within the Master Licensee s Temtory at the sole discretion of Master Licensee whose
decision shall be final and binding on You ActionCOACH retains the sole and exclusive
right to identify Clients or potential Clients as Blue Chip Accounts who are outside the
Master Licensee s Territory and permit other Business Coaches to provide Coaching
Services in accordance with Franchisor s policy (as amended from time to time) on
Blue Chip Accounts All disputes relating to Blue Chip Accounts will be resolved by
Franchisor whose decision will be final and binding upon all parties
8 10 You acknowledge that it is necessary for Franchisor and Master Licensee to identify
manage and service Blue Chip Accounts to ensure the consistent delivery and co
ordination of Coaching Services provided to Blue Chip Accounts
SECTION 9 - OFFICE LOCATION
91 You can locate your office anywhere within the DDMA The office must at all times be
well presented and of a professional nature Your approved office location is specified in
Attachment 1 You must notify Master Licensee (in advance if possible) if you intend
to change your office location or if for any reason you are or will be unable to operate the
Business from your then-current approved office location (such as a taking by
eminent domain termination of your lease mortgage default or damage or repair) The
Term of this Agreement will not be extended by any such interruption nor will you be
excused from paying Markebng and Advertising Fees or Royalty Fees during such
interruption
92 Your office must comply at your sole cost and expense with the fit out guide contained in
the Manuals which may be amended from time to time
93 You confirm your approval of any office location which is specified in Attachment 1 and
acknowledge that You have
A made all necessary enquiries and have conducted your own due diligence
in relation to the office location
B absolutely and unconditionally satisfied yourself as a result of these

enquiries and your own due diligence as to the suitability of the office
location and the location of the office for the conduct of the Business and
C entered into this Agreement as a result of your own assessment of all of

these matters and not in reliance upon any alleged statement warranty
condition or representation made to or alleged to have been made to You
by Master Licensee Franchisor or by any person on behalf of Master
Licensee or Franchisor
D If no premises are specified in Attachment 1 then You must prior to

obtaining approval of the office location confirm in vwiting your approval of
the office location approved under Section 9 1 and acknowledge that it has
met the requirements specified in Section 9 3 (A) (B) and (C)
SECTION 10 - MANUALS
10 1 You acknowledge that the Manuals are furnished to you on loan and that they remain
the sole property of Licensor at all times You must not make any copies (paper
electronic or otherwise) of the Manuals You agree to immediately return the Manuals to
Firm - Business Coach Franchise Agreement March 2014 14

10 2 Licensor or Franchisor may revise the Manuals at any time and from time to time which
you must follow Master Licensee will communicate any such changes to you Such
revisions may include without limitation, changes with respect to
A The authorized Coaching Services
B Operating procedures
C Advertising and promotions
D Equipment and supplies
E Dress codes
F Additions or modifications of Marks
G Accounting and reporting systems and forms and
H Insurance requirements
10 3 You agree to operate the Business in accordance with the Manuals as modified from time
to time Failure to comply with the standards set forth in the Manuals will constitute a
material breach of this Agreement
SECTION 11 - YOUR DUTIES AND OBLIGATIONS
11 1 You agree to use your best efforts to increase the reputation of and demand for
Coaching Services in the DDMA
11 2 You agree to strictly comply with all present and future standards specifications
and procedures prescribed by Licensor or Franchisor and communicated by Master
Licensee or set out in the Manuals including but not limited to the following requirements
A You your NBC and all your EBCs must complete the ActionCOACH
training program at a location designated by Franchisor You must
complete training before the Business opens Your Business Coaches are
not permitted to provide Coaching Services until after they have
completed the relevant training Attendance by You at Franchisor s
Regional Conferences is mandatory You are responsible for all salary
travel expenses and other expenses of persons attending programs
seminars and conferences offered by Franchisor or Master Licensee
B Attendance by your Business Coaches at Franchisors Regional

Conferences is mandatory You are responsible for all salary travel
expenses and other expenses of persons attending programs
seminars and conferences offered by Franchisor or Master Licensee
C You must identify all of your employees to Master Licensee and must
ensure that they are suitably qualified to run the Business properly You
must keep Master Licensee informed at all times regarding the names
background and expenence of all personnel
D You your NBC and your EBCs may offer only the Coaching Services
and related products approved by Franchisor for sale by Business
Firm - Business Coach Franchise Agreement March 2014 "15

be responsible for all unauthonzed disclosures of Confidential Information by any person to
whom you give access to the Confidential Information Upon expiration or termination of
this Agreement or any transfer approved under Section 20 you will return or destroy all
Confidential Information
15 4 You must immediately inform Master Licensee of any suspected known or threatened
infringement of or challenge to the Marks or unauthorized disclosure or use of
Confidential Information You must assist and cooperate with Master Licensee Franchisor
and Licensor in taking such action if any as they deem appropriate to protect the
Confidential Information and the Marks
15 5 You agree that all data you collect from Clients and prospective clients in connection with
the Business is deemed to be jointly owned by Master Licensee and Franchisor You
are licensed to use such data only while this Agreement is in effect Upon
expiration or termination of this Agreement or an approved transfer of the Business to a
new owner you must comply with Secton 17 and not use any Client or prospective
client data for any purpose contrary to Section 15 2
SECTION 16 - RESTRICTIONS ON COMPETITION
16 1 During the Term of this Agreement -you may not either directly or indirectly through
any other person or entity participate in be employed by act as a Business Coach
Goachfor anv similar caoacitv) to provide financial assistance to or acquire any interest in
any business that offers business Goachino and mentoring services in competition with or
similar to anv of the Coaching Services ( Competing Business ) to clients in the U S A
16 2 The restriction in Section 16 1 will also apply for a continuous two (2) year period after
the expiration or termination of this Agreement or after a transfer approved under Section
20 but only as to clients in the Master Licensee s Temtory and within one hundred (100)
miles of the Master Licensee s Terntory In addition for two (2) years after the expiration
termination or approved transfer of this Agreement you will not solicit for the benefit of any
Competing Business any person who was a Client of the Business during the two (2) years
immediately before expiration termination or transfer
16 3 Dunng the term of this Agreement and for a continuous two (2) year period after its
expiration or termination or after a transfer approved under Section 20, you may not
employ or otherwise interfere with the employment relationship of any person who is
employed by Licensor Franchisor or Master Licensee
16 4 Master Licensee and Franchisor have the nght unilaterally to reduce the scope of
any restriction in this Section 16 by wntten notice to you
16 5 This Section and Section 15 apply to your NBCs EBCs employees and individuals holding
an ownership interest in the Business and any persons or legal entities controlled by the
foregoing individuals At Master Licensee s request you must furnish Master Licensee with
executed agreements from such individuals in forms acceptable to Master Licensee in
which they agree to be bound by Sections 15 and 16
16 6 You agree that damages caused to Master Licensee Franchisor and Licensor for failure to
comply with Section 15 or Section 16 are irreparable You agree that Master Licensee
Franchisor and Licensor mav. notwithstanding the provisions of Section 22 9 hereof, seek
injunctive relief without notice to you in addition to any other relief that may be available to
them for breach of Section 15 or Section 16
16 7 [n the event of a breach of the provisions of Sections 15 or 16 Franchisor is entitled to

liquidated damages from you in the amount of Two Hundred Fifty Thousand Dollars

(US$250 000 00) You expressly agree that this amount is not a penalty but a reasonable
estimate of the damages that would result from any such breach In the event that legal
action becomes necessary for the enforcement of any of the provisions of Sections 15 or 16
of this Agreement or to collect the liquidated damages provided herein the prevailing party
shall receive in addition to any other damages or relief awarded its reasonable attomey s
fees together with appropriate costs and interest You agree that in the event of a breach of
any of the provisions of Sections 15 or 16 Franchisor shall be entitled^ notwithstandino the
provisions of Section 22 9 hereof, to recover provisional or permanent iniunctive relief as
well as liquidated damages and that the liquidated damages provision included herein does
not provide Franchisor with an adequate remedy at law for any such breaches which you
may commit
16 8 If a court or arbitrator determines that any restriction or provision in this Section 16 strictly
applied would be invalid or unenforceable then the restnction or provision will be deemed
modified to the extent necessary (but only to that extent) to make it valid and enforceable If
a dispute regarding enforceability of Section 16 2 or 16 3 is resolved in favor of Master
Licensee and Franchisor the two (2) year period (or the penod deemed to be reasonable by
the court or arbitrator) will run from the date of the order permitting its enforcement
SECTION 17 - DEFAULT AND TERMINATION
17 1 Termination by You
If you are in compliance with this Agreement and Master Licensee materially breaches this
Agreement and fails to cure the breach within sixty (60) days after you deliver a written notice of the
breach to Master Licensee you may terminate this Agreement effective ten (10) days, after you
deliver a notice of termination to Master Licensee You must comply with the provisions of Section
18
17 2 Termination by Master Licensee - No Right to Cure
In addition to its other rights of termination contained in this Agreement Master Licensee will
have the right to terminate this Agreement by written notice effective immediately if you
A voluntarily abandon the franchise relationship
B are convicted of a cnminal offense directly related to the Business or

convicted of any felony
C fail to cure a default under this Agreement v/hich materially impairs

the goodwill associated with the Marks within twenty four (24) hours after
receiving written notice to cure
D fail to cure a material violation of any health safety sanitafaon or other

regulatory law ordinance standard practice or regulation or operate the
Business in a manner that presents a health or safety hazard to its
employees Clients or the general public
E make or permit an unauthorized transfer of this Agreement or of any direct

or indirect interest in the Business
F submit to Master Licensee two (2) or more sales reports financial

statements or other information or supporbng records in any period of
twelve (12) consecutive months which understate by more than five
percent (5%) the Gross Revenues of the Business

of this Agreement by negotiation Any dispute subject to negotiation and
not resolved within ten (10) days will be submitted to nonbinding
mediation Mediation will be before a single skilled independent
mediator mutually and reasonably agreed on by the parties The
parties will equally bear the costs of mediation Mediation will be conducted
in accordance with the procedures of the Amencan Arbitration
Association unless the parties agree to use a different mediation service
The mediation will be conducted in Las Vegas Nevada if Franchisor is a
party to or joined in the mediation
Any dispute relating to or ansing out of this Agreement and subject to

negotiation and mediation and not resolved within sixty (60) days must be
resolved exclusively by mandatory arbitration in accordance with the rules
of the Amencan Arbitration Association Arbitration will be conducted
solely on an individual not a class-wide basis unless all parties so agree
No award in arbitration will have any effect of preclusion or collateral
estoppel in any other adjudication or arbitration If Franchisor is a party to
or joined in the arbitration the exclusive venue of the arbitration will be
set in the city or county in which Franchisor s principal office is located
at the time the demand for arbitration is filed If Franchisor is not a party
to or joined in the arbitration the exclusive venue of the arbitration will be
set in the city or county in which Master Licensee s principal office is
located at the time the demand for arbitration is filed
Notwithstanding Section 22 8 all issues relating to arbitrability or the

enforcement of this Section 22 9 are governed by the U S Federal
Arbitration Act (9 U S C § 1 et seq ) and the U S federal common law of
arbitration Judgment on an arbitration award or on any award for interim
relief may be entered in any court having jurisdiction and will be binding
Each party to any arbitration or litigation under this Agreement waives to

the fullest extent permitted by law any right to or claim for any punitive or
exemplary damages against any other party except as allowed under law
for trademark trade secret and copyright infringement
Except as otherwise expressly provided in this Agreement no nght or

remedy conferred upon or reserved to any party by this Agreement is
intended to be or will be deemed exclusive of any other right or
remedy provided herein or by law or equity but each will be cumulative
of every other nght or remedy
22 10 Notices
All notices pursuant to this Agreement must be in writing and be delivered in person or mailed
by certified or other receipted mail or by Federal Express or other receipted commercial
delivery service or by facsimile or electronic mail The addresses for notice will be those set
forth in Attachment 1 You or Master Licensee with notice to the other party may change the
address to which notices will be sent
22 11 Successors
This Agreement will mure to the benefit of and be binding on you and Master Licensee and your
and Master Licensees respective successors assigns heirs executors administrators and
Fitm - Business Coach Franchise Agreement March 2014 29

ATTACHMENT 7
10
THE FIRM BUSINESS COACH FRANCHISE AGREEMENT
DIRECT DEBIT AUTHORIZATION FORM
Effective date of Authorization
Type of Autfionzation D New Autfionzation n Cfianqe banking information
n Ctianqe payment amount n Discontinue electronic payment
n Ctianqe payment date
Last Name First Name
Address
City State
Routing Number
Please debit payments from my (ctreck onef (valid routing #8 must start with 0.1.2. or 3)
n Cfieckine Account (attach voided cfieck wfien returninat
n Savinos Account fcontact your financial institution for Routing#) Account Number
Frequency of payment
Date of first payment n Monthly on tfie 1" fROYALTYf
/ /
Date of last payment footional) n Monthly on the 5'" (MARKETINGS
/ /
Deduction Amount
ROYALTY If you fiave signed a franchise agreement witfi percentage based Royalty Fee you will be deducted the amount due
based on gross revenues reported in tfie ActionMEIVIBERS KPI system
MARKETING If vou have signed a francfiise agreement with percentage based Marketing and Advertising Fee, you viflll be
deducted the amount due based on gross revenues reported in the ActionMEMBERS KPI system
AGREEMEN"T
I authorize fName of Master Licenseel to process debit entries to my account I understand that ttiis authority will remain in effect
until I provide reasonable notification to temninate autfionzation
Autfiorized Signature Date
FOR OFFICE USE ONLY DATE
42
EXHIBIT B-1
To
BUSINESS COACH
THE PRACTICE (5 Year)

THE PRACTICE
5 Year
ATTACHMENT 1 FEES AND SPECIFICATIONS
Attachment 2 Personal Guarantee

Attachment 3 Temtory and DDMA
"Coaching Services" means the business coaching business training and mentoring services
(excluding executive coaching), training modules products business plan drafting assistance and other
services and products authorized by Franchisor from time to time for delivery to Clients
"Confidential Information" has the meaning defined in Section 15 of this Agreement
"Direct Marketing" means communication to prospective clients within the DDMA by direct mail
telemarketing email marketing door-to-door marketing broadcast faxing voicemail marketing
couponing or direct selling The Franchisor has the sole right to determine whether or not any other
activity or marketing method not defined herein is considered as Direct Marketing and its decision shall be
binding on all parties
"Designated Direct Marketing Area" or "DDMA" means the areas specified in Attachment 3 for the
purpose of Direct Marketing to prospective clients and Clients Master Licensee identifies the DDMA as a
geographical area defined by zip codes postal codes and/or counties
"Financial Year" means a year commencing 1 January and ending 31 December
"Gross Revenues" means the total receipts derived from services performed and products sold by or in
connection with the Business Any property or services received from Clients in exchange for Coaching
Services will be included in Gross Revenues at their fair market value at the time received Gross
Revenues also include any proceeds you may receive from business interruption insurance Gross
Revenues do not include sales taxes or credits such as the sale price of any products returned by Clients
or other taxes that you collect from Clients and pay directly to the appropnate governmental authorities
"Manuals" means the operations manuals, policy statements directives and other written instructions
issued by Franchisor with respect to the System, including, without limitation, information and matenals
posted in the Intranet areas of the ActionCOACH website Part or all of the Manuals may be issued in
electronic form Franchisor may amend the Manuals from time to time
"Marks" means the marks listed in Attachment 1 and such other registered and unregistered trade
names trademarks service marks logos commercial symbols Internet domain names web site
Identifiers designs color schemes, and trade dress as Franchisor may designate from time to time for
use with the System
"Minimum Performance" means the cnteria specified in Section 12 and Attachment 1
"Nominated Business Coach" or "NBC" means the specific individual who is authorized by Master
Licensee and you to provide Coaching Services to Clients on behalf of the Business Only one person
may be the Nominated Business Coach at any given time Ordinarily you must personally serve as the
Nominated Business Coach throughout the Term You may appoint another individual to serve as
Nominated Business Coach only if (i) Master Licensee approves you in writing to appoint a Nominated
Business Coach and (ii) the proposed Nominated Business Coach (a) has been approved by Master
Licensee and trained by Franchisor (b) has signed a Nominated Business Coach Agreement with you
and the Master Licensee and (c) has direct responsibility for all operations of the Business and the
authority to bind you in any dealings with Master Licensee or Franchisor
"System" means the business methods specifications, procedures and accumulated trial and error
developed and to be developed by Licensor and/or Franchisor for the operation and management of an
ActionCOACH business coaching and mentonng business
Practice 5 Yr Business Coach Franchise Agreement March 2014

shareholders agents and employees This release must be in a form
satisfactory to Master Licensee and Franchisor
H You must make such expenditures as may be reasonably required to upgrade

the Business and its signs stock forms and equipment so as to reflect the then-
current image of the ActionCOACH concept
I You must pay Master Licensee the Renewal Fee specified in Attachment 1
J You must have attended at least ninety percent (90%) of Franchisor s Regional
conferences If You have not met this requirement, Franchisor may allow You to
re-attend Franchisee Training to remedy non-compliance However You must
pay the then-current Franchisee Training Fee
SECTION 3 - INITIAL FEES
31 You must pay Master Licensee the Franchise Fee specified in Attachment 1 upon signing this
Agreement
32 You must pay Master Licensee the Training Fee specified in Attachment 1 upon signing of this
Agreement
33 You must pay to Franchisor the Technology Fee specified in Attachment 1 upon signing this
Agreement and at each renewal
34 You must pay or reimburse Master Licensee on demand for all Master Licensees costs
(including legal costs) in connection with or incidental to the instructions for and the negotiation
preparation and execution of this Agreement and all related agreements
35 The Franchise Fee Training Fee and Technology Fee are not refundable in whole or in part
under any circumstances
SECTION 4 - ONGOING FEES AND ROYALTIES
41 On or before the first (1®*) day of each calendar month you must pay Master Licensee a Royalty
I Fee as set forth on Attachment 1 No Royalty Fee is due until the third (3^)-month after which
you or your NBC complete the ActionCOACH induction training program
42 On or before the fifth (5'*') day of each calendar month you must pay Master Licensee a
Marketing and Advertising Fee as set forth on Attachment 1 provided however that no
Marketing and Advertising Fee is due with respect to Gross Revenues in the month in which you
or your NBC as applicable complete the ActionCOACH induction training program Each
Marketing and Advertising Fee payment must be accompanied by a statement of the preceding
month s Gross Revenues on a form approved by Master Licensee
43 Any amount due under this Agreement that is not paid on or before the due date will accrue
interest at the rate specified in Attachment 1 Each failure to pay Royalty Fees Marketing and
Advertising Fees or any other amount payable to Master Licensee when due is a matenal breach
of this Agreement
44 You will establish a separate bank account for the Business and use the method(s) specified from
time to time by Master Licensee or Franchisor for the payment of Royalty Fees Marketing and
Advertising Fees and all other fees and amounts owed You will furnish Master Licensee
Franchisor and your bank with such authonzations as may be necessary to effect payment by the
method required by Master Licensee or Franchisor as set out in Section 4 5

45 With the exception of the Franchise Fee and Training Fee, You must make all payments to Master
Licensee with respect to amounts owed by You to Master Licensee pursuant to this Agreement by
means of direct debit into a bank account nominated by Master Licensee and must pnor to
commencing operation of the Business A) nominate in writing to Master Licensee a bank
account from which Master Licensee will direct debit the payments and B) sign Attachment 5 and
all necessary forms and consents permitting the direct debit of funds from the bank account in the
manner and on the dates specified in writing by Master Licensee Master Licensee may, at its
sole discretion, specify another form of payment, and You aoree to make payment throuoh the
method specified by Master Licensee in writino as well as sion all reasonably necessary forms
and consents to permit the said newly specified payment method
46 You must pay for the cost of any of Master Licensee s administrative fees connected with the
failure of your direct debit facility
47 You have no nght of set off as against Master Licensee or Franchisor You must not for any
reason withhold payment of any amount due to Master Licensee or Franchisor This applies even
if You allege that Master Licensee has not performed or is not performing an obligation imposed
upon It under this Agreement or a related agreement Master Licensee may accept any part
payment without prejudice to its right to recover the balance due or pursue any other remedy
Master Licensee may set off against any payment due to You by Master Licensee any of your
unpaid debts to Master Licensee
51 You will advertise and promote the Business at your ovim expense and in accordance with the
Manuals However you may not publish or distribute any advertising or promotional matenal
unless It has been approved in writing by Master Licensee which approval will not be
unreasonably withheld or unduly delayed If Master Licensee objects to any advertising or
promotional matenal that you are using you must immediately stop using it Advertising and
promotional materials furnished by Master Licensee may be used only in the manner and dunng
the period specified by Master Licensee Master Licensee has the nght to charge reasonable
fees for any materials that Master Licensee provides
52 You acknowledge that unless otherwise specified by Franchisor in writing forty percent (40%) of
the Marketing and Advertising Fees will be sent by Master Licensee to Franchisor for its use in
local regional or national marketing and advertising Franchisor will direct all marketing
programs supported by Marketing and Advertising Fees with final discretion over creative
concepts materials and media used in the programs and their placement Franchisor may use
the fees for any activities that they believe would benefit ActionCOACH businesses generally
including but not limited to, national and international advertising promotion creative
development production of advertising and promotion marketing research and development
public relations Internet and reasonable administrative expenses related to these efforts
Franchisor and Master Licensee may use the Marketing and Advertising Fees to pay the costs of
a) developing and conducting advertising and promotional campaigns as determined by
Franchisor or Master Licensee in its sole discretion including customer database development
and management b) developing and funding advertisements c) sourcing the production of
marketing materials and other sales matenals, d) conducting research including research in
relation to products and customers e) developing public relations customer and supply relations
f) engaging advertising agencies and marketing consultants, g) coordinating the activities set out
above and administering the Marketing and Advertising Fees including reasonable overhead and
administrative costs the cost of matenals and employees salaries and pnnting costs and h)
payment of accountancy legal and other fees in respect of audits of the records of the Marketing
Fees Franchisor and Master Licensee may determine in its discretion how the Marketing Fees is
spent
Practice 5 Vr Business Coach Franchise Agreement March 2014

C Provide you with guidance on pre-opening and opening activities for the
Business pnor to and including its first two (2) weeks of operation This will
include on-line access to advertising and promotional matenal and may include
guidance on advertising and promotional programs
D Each week for the first ninety (90) days after you complete the ActionCOACH
training program provide access via conference or personal calls to discuss any
operational challenges and assist you in examining your results from your weekly
reports Thereafter Master Licensee will conduct or arrange for penodic
conference calls (as determined by Master Licensee in its absolute discretion)
with you to discuss operational challenges and conduct ongoing training
E Grant approval of your office location and assist you in determining the location
of your office The selection of your office location will be your responsibility
F Arrange for you or your Nominated Business Coach (if applicable) to attend
Franchisor s annual conferences There will be a conference fee and you must
pay all travel and living expenses of your attendee(s) Master Licensee may also
hold such conferences within the Designated Territory Unless waived by
Franchisor in writing, attendance by you at Franchisor s Regional North American
Conferences is mandatory
online WIKI format version of the Manuals and any amendments thereto
promulgated by Franchisor via online access The Manuals for your Nominated
Business Coach will be supplied to you via on-line access once Master Licensee
receives an executed copy of the Nominated Business Coach Agreement and
the Training Fee has been paid
H Inform you of any changes and improvements to the System that may be
developed by Franchisor or Licensor and authorized for use by ActionCOACH
business coaches in the U 8 A
I Provide assistance in conducting workshops and seminars for Clients and

potential clients insofar as Master Licensee is available
72 Master Licensee will offer you such additional guidance and assistance as Master Licensee
deems necessary or advisable Failure of Master Licensee to provide any particular service
either initial or continuing will not excuse you from paying any of the fees including but not limited
to the Franchise Fee Royalty Fees or Marketing and Advertising Fees
SECTION 8 - TERRITORY ISSUES AND DDMA
81 Your franchise is non-exclusive There will be other Business Coaches providing Coaching
Services in the Designated Territory In addition Franchisor and Licensor may sell products in
the Designated Territory via Across-Area Marketing Programs Master Licensee will
communicate to you any policies that Franchisor or Licensor issues to coordinate Across-Area
Marketing Programs
82 You may not advertise in any media whose pnmary circulation or footprint is outside of the
Designated Territory nor may you engage in Direct Marketing to clients or prospects outside of
the Designated Temtory or within a DDMA Franchisor and Master Licensee may establish terms
and conditions under which you may advertise on the Intemet Should you receive a request for

D If no premises are specified in Attachment 1 then You must prior to obtaining
approval of the office location confirm in wnting your approval of the office
location approved under Section 9 1 and acknowledge that it has met the
requirements specified in Section 9 3 (A) (B) and (C)
10 1 You acknowledge that the Manuals are furnished to you on loan and that they remain the sole
property of Licensor at all times You must not make any copies (paper electronic or otherwise)
be a Business Coach for any reason
10 2 Licensor or Franchisor may revise the Manuals at any time and from time to time Master
Licensee will communicate any such changes to you Such revisions may include changes with
respect to
0 Advertising and promotions
D Equipment and supplies,
E Dress codes
G Accounting and reporting systems and forms, and
10 3 You agree to operate the Business in accordance with the Manuals as modified from time to
time Failure to comply with the standards set forth in the Manuals will constitute a matenal
breach of this Agreement
111 You agree to use your best efforts to increase the reputation of and demand for Coaching
Services in the Designated Territory
11 2 You agree to strictly comply with all present and future standards specifications and procedures
prescribed by Licensor or Franchisor and communicated by Master Licensee or set out in the
Manuals including but not limited to the following requirements
A You or your Nominated Business Coach must complete the ActionCOACH

induction training program at a location designated by Franchisor You must
complete training before the Business opens Your NBC is not permitted to
provide Coaching Services until after he/she has completed Franchisor s training
Attendance by You at Franchisor s Regional Conferences is mandatory You are
responsible for all salary travel expenses and other expenses of persons
attending programs seminars, and conferences offered by Franchisor or Master
Licensee

taking such action if any as they deem appropnate to protect the Confidential Information and
the Marks
15 5 You agree that all data you collect from Clients and prospective clients in connection with the
Business is deemed to be jointly owned by Master Licensee and Franchisor You are licensed to
use such data while this Agreement is in effect Upon expiration or termination of this Agreement
or an approved transfer of the Business to a new owner you must comply with Section 18 and
not use any Client or prospective client data for any purpose contrary to Section 16 2
SECTION 16 - RESTRICTIONS ON COMPETITION
16 1 Dunng the Term of this Agreement you may not, either directly or indirectly through any other
person or entity participate in be employed by act as a seaeh-Business Coach (or anv similar
capacity) to provide financial assistance to or acquire any interest in any business that offers
business coachino and mentonno services in competition with or similar to anv of the Coaching
Services ("Competing Business") to clients in the U S A
16 2 The restriction in Section 16 1 will also apply for a continuous two (2) year penod after the
expiration or termination of this Agreement or after a transfer approved under Section 20 but only
as to clients in the Master Licensees Terntory and within one hundred (100) miles of the Master
Licensees Territory In addition for two (2) years after the expiration, termination or approved
transfer of this Agreement, you will not solicit for the benefit of any Competing Business any
person who was a Client of the Business during the two (2) years immediately before expiration
termination, or transfer
16 3 During the term of this Agreement and for a continuous two (2) year period after its expiration or
termination or after a transfer approved under Section 20 you may not employ or otherwise
interfere with the employment relationship of any person who is employed by Licensor
Franchisor or Master Licensee
16 4 Master Licensee and Franchisor have the right unilaterally to reduce the scope of any restriction
in this Section 16 by written notice to you
16 5 This Section and Section 15 apply to your NBCs employees and individuals holding an
ownership interest in the Business and any persons or legal entities controlled by the foregoing
individuals At Master Licensees request you must fumish Master Licensee with executed
agreements from such individuals in forms acceptable to Master Licensee, in which they agree to
be bound by Sections 15 and 16
16 6 You agree that damages caused to Master Licensee, Franchisor and Licensor for failure to
comply with Section 15 or Section 16 are irreparable You agree that Master Licensee,
Franchisor and Licensor mav. notwithstandino the provisions of Section 22 9 hereof, seek
injunctive relief without notice to you, in addition to any other relief that may be available to them
for breach of Section 15 or Section 16
16 7 In the event of a breach of the provisions of Sections 15 or 16, Franchisor is entitled to liquidated
damages from you in the amount of Two Hundred Fifty Thousand Dollars (US$250 000 00) You
expressly agree that this amount is not a penalty but a reasonable estimate of the damages that
would result from any such breach In the event that legal action becomes necessary for the
enforcement of any of the provisions of Sections 15 or 16 of this Agreement or to collect the
liquidated damages provided herein the prevailing party shall receive in addition to any other
damages or relief awarded its reasonable attorney s fees, together with appropnate costs and
interest You agree that in the event of a breach of any of the provisions of Sections 15 or 16
Franchisor shall be entitled, notwithstanding the provisions of Section 22 9 hereof, to recover
provisional or permanent iniunctive relief as well as liquidated damages and that the liquidated
Practice 5 Yr Business Coach Franchise Agreement March 2014 15

against any other party, except as allowed under law for trademark trade secret and
copyright infringement
Except as othenvise expressly provided in this Agreement no nght or remedy conferred

upon or reserved to any party by this Agreement is intended to be or will be deemed
exclusive of any other nght or remedy provided herein or by law or equity but each will
be cumulative of every other right or remedy
Nothing in this Section 22 9 bars any person s right to seek preliminary provisional or
2210 Improvements
If Franchisee develops any improvement in the System Franchisee will promptly notify Master Licensee
and will provide all necessary information to Master Licensee All such changes and improvements will
be the sole property of Franchisor
22 11 Notices
All notices pursuant to this Agreement must be in writing and be delivered in person or mailed by certified
or other receipted mail or by Federal Express or other receipted commercial delivery service, or by
facsimile or electronic mail The addresses for notice will be those set forth in Attachment 1 You or
Master Licensee with notice to the other party may change the address to which notices will be sent
22 12 Successors
This Agreement will mure to the benefit of and be binding on you and Master Licensee and your and
Master Licensees respective successors assigns, heirs, executors, administrators and personal
representatives
22 13 Costs to alter contracts
If you request, and Master Licensee approves any amendment to this Agreement after the date of this
Agreement you agree to reimburse Master Licensee (and Franchisor if applicable) for their reasonable,
costs (including attorneys fees) incurred in connection with such amendment
22 14 Acknowledgments
YOU ACKNOWLEDGE THAT YOU HAVE CONDUCTED AN INDEPENDENT INVESTIGATION OF THE

BUSINESS COACH FRANCHISE AND THAT THE BUSINESS VENTURE CONTEMPLATED BY THIS
AGREEMENT INVOLVES BUSINESS RISK AND WILL BE LARGELY DEPENDENT UPON YOUR
ABILITY AS AN INDEPENDENT BUSINESSPERSON MASTER LICENSEE EXPRESSLY DISCLAIMS
THE MAKING OF, AND YOU ACKNOWLEDGE THAT YOU HAVE NOT RECEIVED, ANY WARRANTY
OR GUARANTEE, EXPRESS OR IMPLIED, AS TO THE POTENTIAL SALES, PROFITS, OR
SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED BY THIS AGREEMENT
YOU ACKNOWLEDGE THAT YOU RECEIVED A FRANCHISE DISCLOSURE DOCUMENT AT LEAST

14 CALENDAR DAYS (10 BUSINESS DAYS IN MARYLAND, MICHIGAN, NEW YORK, OREGON
RHODE ISLAND & WASHINGTON) BEFORE THE DATE ON WHICH YOU SIGNED THIS
AGREEMENT OR PAID ANY CONSIDERATION
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND THAT
MASTER LICENSEE HAS GIVEN YOU AMPLE TIME AND OPPORTUNITY, AND HAS ENCOURAGED
YOU, TO CONSULT WITH ADVISORS OF YOUR OWN CHOOSING ABOUT THE POTENTIAL
BENEFITS AND RISKS OF ENTERING INTO THIS AGREEMENT
Practice 5 Yr Business Coach Franchise Agreement March 2014 23

ATTACHMENT 1
TO
1 Master Licensee's Territory
2 Designated Territory Refer to Attachment 3
Designated Direct Marketing Area Refer to Attachment 3
3 Franchise Fee Thirty Five Thousand Dollars ($35,000 00)
4 Royalty Fee and
Marketing and Advertising Fee
Preceding Month's Gross Marketing

Revenue and
Royalty Fee
Advertising
From To Fee
5% of Gross
$0 00 $14 999 99 $1 800 00
Revenue
$1 800
$15 000 00 $24 999 99 $500
+ 6 25% of Gross Revenue in excess of $15 000
$2,425
$25,000 00 $34 999 99 $500
+ 4 75% of Gross Revenue in excess of $25,000
$2,900
$35,000 00 $44,999 99 $500
$3,325
$45 000 00 $59,999 99 $500
+4% of Gross Revenue in excess of $45 000
$3 925
$60 000 00 $74 999 99 $500
+ 3 75% of Gross Revenue in excess of $60,000
$4 487
$75 000 00 $75,000 00-t-0$83 333 33 $500
- <tj\ 77Q
t t Zf
cqnn
The Royalty Fee is due on the 1®' day of each

calendar month, except that no Royalty Fee is
due until the-S'^-month after which you or your
NBC complete the induction training program
The Marketing and Advertising Fee is due on the

5'" day of each calendar month except that no
Marketing and Advertising Fee is due with

ATTACHMENT 5
12
THE PRACTICE 5 YEAR BUSINESS COACH FRANCHISE AGREEMENT
Tvne of Authonzation D New Autfiorization n Change banking information
n Change payment amount • Discontinue electronic payment
n Change payment date
Address
CitiL State _Z!E
Routing Number
Please debit payments from my (check one)
(valid routing #s must start with 0.1.2. or 3)
n Cfieckino Account (attach voided check when retuminat
Account Number
n Savings Account fcontact your financial institution for Routino#)
Freouencv of payment
Date of first payment n Monthly on the fROYALPi't

I I
n Montfilv on the 5'" (MARKETING)
Date of last payment foptionall
/ /
Deduction Amount
ROYALTY If you have signed a franchise agreement with percentage based Royalty Fee, you will be deducted the amount due
based on gross revenues reported in the ActionMEMBERS KPI system
MARKETING If vou have signed a franchise agreement with percentage based Marketing and Advertising Fee, you will be
AGREEMENT
I authonze [Name of Master Licensee! to process debit entnes to my account I understand that this authontv will remain in effect
until I provide reasonable notification to terminate authorization
Authonzed Signature Date
DATE

EXHIBIT B-2
To
BUSINESS COACH
THE PRACTICE(Premium)
(O n
business coaching
THE PRACTICE
Premium
Attachment 1 Fees and Specifications
Attachment 2 Personal Guarantee
Attachment 3 Territory and DDMA

"Confidential information" has the meaning defined in Section 15 of this Agreement
"Direct Marketing" means communication to prospective clients within the DDMA by direct mail
telemarketing email marketing door-to-door marketing, broadcast faxing voicemail marketing,
couponing or direct selling The Franchisor has the sole right to determine, whether or not any other
activity or marketing method not defined herein is considered as Direct Marketing and its decision shall be
binding on all parties
"Designated Direct Marketing Area" or "DDMA" means the areas specified in Attachment 3 for the
purpose of Direct Marketing to prospective clients and Clients Master Licensee identifies the DDMA as a
geographical area defined by zip codes postal codes and/or counties
"Employee Business Coach" or "EBC" means the specific individual (other than a Nominated
Business Coach) who is authorized by You and Master Licensee to provide Coaching Services to Clients
on behalf of the Business pursuant to Section 115
"Financial Year" means a year commencing 1 January and ending 31 December
"Gross Revenues" means the total receipts derived from services performed and products sold by or in
connection with the Business Any property or services received from Clients in exchange for Coaching
Services will be included in Gross Revenues at their fair market value at the time received Gross
Revenues also include any proceeds you may receive from business interruption insurance Gross
Revenues do not include sales taxes or credits such as the sale price of any products returned by Clients
or other taxes that you collect from Clients and pay directly to the appropnate govemmental authorities
"Manuals" means the operations manuals policy statements, directives, and other written instructions
issued by Franchisor with respect to the System, including, without limitation, information and materials
posted in the Intranet areas of the ActionCOACH website Part or all of the Manuals may be issued in
electronic form Franchisor may amend the Manuals from time to time
"Marks" means the marks listed in Attachment 1 and such other registered and unregistered trade
names trademarks service marks logos commercial symbols, Intemet domain names web site
Identifiers designs color schemes and trade dress as Franchisor may designate from time to time for
use with the System
"Minimum Performance" means the criteria specified in Section 12 and Attachment 1
"Nominated Business Coach" or "NBC" means You or the person appointed by You to act as such
(subject to conditions herein) to provide Coaching Services to Clients on behalf of the Business and has
authority to bind you in any dealings with Mater Licensee or the Franchisor Only one (1) person may be
the Nominated Business Coach at any given time Ordinarily you must personally serve as the
Nominated Business Coach throughout the Term You may appoint another individual to serve as
Nominated Business Coach only if (i) Master Licensee approves you in writing to appoint a Nominated
Business Coach and (ii) the proposed Nominated Business Coach (a) has been approved by Master
Licensee and trained by Franchisor (b) has signed a Nominated Business Coach Agreement with you
and the Master Licensee and (c) has direct responsibility for all operations of the Business and the
authonty to bind you in any dealings with Master Licensee or Franchisor
"System" means the business methods specifications procedures and accumulated trial and error
developed and to be developed by Licensor and/or Franchisor for the operation and management of an
ActionCOACH business coaching and mentoring business
Practice Premium Business Coach Franchise Agreement - March 2014

45 With the exception of the Franchise Fee and Training Fee, You must make all payments to Master
Licensee with respect to amounts owed by You to Master Licensee pursuant to this Agreement by
means of direct debit into a bank account nominated by Master Licensee and must prior to
commencing operation of the Business A) nominate in writing to Master Licensee a bank
account from which Master Licensee will direct debit the payments and B) sign Attachment 5 and
all necessary forms and consents permitting the direct debit of funds from the bank account in the
manner and on the dates specified in writing by Master Licensee Master Licensee may, at its
sole discretion, specify another form of payment, and You agree to make payment through the
method specified by Master Licensee in writing as well as sign all reasonably necessary forms
and consents to permit the said newly specified payment method
46 You must pay for the cost of any of Master Licensee s administrative fees connected with the
failure of your direct debit facility
47 You have no right of set off as against Master Licensee or Franchisor You must not for any
reason withhold payment of any amount due to Master Licensee or Franchisor This applies even
if You allege that Master Licensee has not performed or is not performing an obligation imposed
upon It under this Agreement or a related agreement Master Licensee may accept any part
payment without prejudice to its right to recover the balance due or pursue any other remedy
Master Licensee may set off against any payment due to You by Master Licensee any of your
unpaid debts to Master Licensee
51 You will advertise and promote the Business at your own expense and in accordance with the
Manuals However you may not publish or distribute any advertising or promotional material
unless It has been approved in writing by Master Licensee which approval will not be
unreasonably withheld or unduly delayed If Master Licensee objects to any advertising or
promotional material that you are using you must immediately stop using it Advertising and
promotional materials fumished by Master Licensee may be used only in the manner and dunng
the period specified by Master Licensee Master Licensee has the right to charge reasonable
fees for any materials that Master Licensee provides
52 You acknowledge that, unless otherwise specified by Franchisor in writing, forty percent (40%) of
the Marketing and Advertising Fees will be sent by Master Licensee to Franchisor for its use in
local regional or national marketing and advertising Franchisor will direct all marketing
programs supported by Marketing and Advertising Fees with final discretion over creative
concepts materials and media used in the programs and their placement Franchisor may use
the fees for any activities that they believe would benefit ActionCOACH businesses generally
including but not limited to national and international advertising promotion creative
development production of advertising and promotion marketing research and development
public relations Internet and reasonable administrative expenses related to these efforts
Franchisor and Master Licensee may use the Marketing and Advertising Fees to pay the costs of
a) developing and conducting advertising and promotional campaigns as determined by
Franchisor or Master Licensee in its sole discretion including customer database development
and management b) developing and funding advertisements c) sourcing the production of
marketing materials and other sales matenals d) conducting research including research in
relation to products and customers, e) developing public relations customer and supply relations
f) engaging advertising agencies and marketing consultants g) coordinating the activities set out
above and administering the Marketing and Advertising Fees, including reasonable overhead and
administrative costs, the cost of materials and employees salaries and printing costs and h)
payment of accountancy legal and other fees in respect of audits of the records of the Marketing
Fees Franchisor and Master Licensee may determine in its discretion how the Marketing Fees is
spent
Practice Premium Business Coach Franchise Agreement - March 20U

C Provide you with guidance on pre-opening and opening activities for the
Business, pnor to and including its first two (2) weeks of operation This will
include on-line access to advertising and promotional matenal and may include
guidance on advertising and promotional programs
D Each week for the first ninety (90) days after you complete the ActionCOACH
training program provide access via conference or personal calls to discuss any
operational challenges and assist you in examining your results from your weekly
reports Thereafter Master Licensee vwll conduct or arrange for penodic
conference calls (as determined by Master Licensee in its absolute discretion)
with you to discuss operational challenges and conduct ongoing training
E Grant approval of your office location and assist you in determining the location
of your office The selection of your office location will be your responsibility
F Arrange for you or your Nominated Business Coach (if applicable) to attend
Franchisors annual conferences There will be a conference fee payable to
attend the Regional Conferences You must pay all your own travel and living
expenses for you and your attendee(s) Master Licensee may also hold such
conferences within the Designated Temtory Unless waived by Franchisor in
writing attendance by you at Franchisor s Regional North Amencan Conferences
IS mandatory
online WIKI format version of the Manuals and any amendments thereto
promulgated by Franchisor via online access The Manuals for your Nominated
Business Coach will be supplied to you via on-line access once Master Licensee
receives an executed copy of the Nominated Business Coach Agreement and
the Training Fee has been paid
H Inform you of any changes and improvements to the System that may be
developed by Franchisor or Licensor and authorized for use by ActionCOACH
business coaches in the U 8 A
I Provide assistance in conducting workshops and seminars for Clients and

potential clients insofar as Master Licensee is available
72 Master Licensee will offer you such additional guidance and assistance as Master Licensee
deems necessary or advisable Failure of Master Licensee to provide any particular service
either initial or continuing will not excuse you from paying any of the fees including but not limited
to, the Franchise Fee Royalty Fees or Marketing and Advertising Fees
SECTION 8 - TERRITORY ISSUES AND DDMA
81 Your franchise is non-exclusive There will be other Business Coaches providing Coaching
Services in the Designated Temtory In addition Franchisor and Licensor may sell products in
the Designated Temtory via Across-Area Marketing Programs Master Licensee will
communicate to you any policies that Franchisor or Licensor issues to coordinate Across-Area
Marketing Programs
82 You may not advertise in any media whose pnmary circulation or footprint is outside of the
Designated Temtory nor may you engage in Direct Marketing to clients or prospects outside of
the Designated Temtory or within a DDMA Franchisor and Master Licensee may establish terms

D If no premises are specified in Attachment 1 then You must prior to obtaining
approval of the office location confirm in writing your approval of the office
location approved under Section 9 1 and acknowledge that it has met the
requirements specified in Section 9 3 (A) (B) and (C)
10 1 You acknowledge that the Manuals are furnished to you on loan and that they remain the sole
property of Licensor at all times You must not make any copies (paper, electronic or otherwise)
of the Manuals
be-a-
10 2 Licensor or Franchisor may revise the Manuals at any time and from time to time Master
Licensee will communicate any such changes to you Such revisions may include changes with
respect to
C Advertising and promotions
D Equipment and supplies
E Dress codes
G Accounting and reporting systems and forms and
10 3 You agree to operate the Business in accordance with the Manuals as modified from time to
time Failure to comply with the standards set forth in the Manuals will constitute a material
breach of this Agreement
111 You agree to use your best efforts to increase the reputation of and demand for Coaching
Services in the Designated Territory
11 2 You agree to strictly comply with all present and future standards specifications and procedures
prescnbed by Licensor or Franchisor and communicated by Master Licensee or set out in the
Manuals including but not limited to the following requirements
A You your NBC and your EBCs must complete the relevant ActionCOACH
training program at a location designated by Franchisor You must complete
training before the Business opens Your NBC and EBCs are not permitted to
provide Coaching Services until after they have completed Franchisor s training
Attendance by You at Franchisor s Regional Conferences is mandatory You are
responsible for all salary travel expenses, and other expenses of persons
attending programs seminars and conferences offered by Franchisor or Master
Licensee

B use the Marks only in accordance with the Manuals,
C reproduce the Marks exactly and accurately and
D change, discontinue, or substitute for any of the Marks at your own expense if
Master Licensee notifies you that Licensor or Franchisor has modified the Marks
to be used in the U S A
15 3 You acknowledge that you will have access to the Manuals and other valuable trade secrets
know how methods information recruiting techniques, accounting procedures control
procedures and marketing techniques relating to the System (collectively the "Confidential
Information") The Confidential Information was developed at significant cost is owned by
Licensor and is necessary to the operation of the Business You further acknowledge that such
Confidential Information was unknown to you prior to negotiation for and execution of this
Agreement You will take all steps necessary at your own expense to protect such Confidential
Information and will not divulge it either during the Term of this Agreement or thereafter Your
employees may have access to the Confidential Information only to the extent necessary to
perform particular tasks, and only after first signing a confidentiality agreement in a form
acceptable to Franchisor You will be responsible for all unauthonzed disclosures of Confidential
Information by any person to whom you give access to the Confidential Information Upon
expiration or termination of this Agreement or any transfer approved under Section 20, you will
return or destroy all Confidential Information
15 4 You must immediately inform Master Licensee of any suspected, known or threatened
infringement of or challenge to the Marks or unauthorized disclosure or use of Confidential
Information You must assist and cooperate with Master Licensee Franchisor and Licensor in
taking such action if any as they deem appropriate to protect the Confidential Information and
the Marks
15 5 You agree that all data you collect from Clients and prospective clients in connection with the
Business is deemed to be jointly owned by Master Licensee and Franchisor You are licensed to
use such data while this Agreement is in effect Upon expiration or termination of this Agreement
or an approved transfer of the Business to a new owner you must comply with Section 18 and
not use any Client or prospective client data for any purpose contrary to Section 16 2
SECTION 16 - RESTRiCTIONS ON COMPETITION
16 1 During the Term of this Agreement you may not either directly or indirectly through any other
person or entity, participate in be employed by act as a eoaeh-Business Coach (or anv similar
capacitvl to. provide financial assistance to or acquire any interest in any business that offers
business coaching and mentoring services in competition with or similar to anv of the Coachino
Services ("Competing Business") to clients in the U S A
16 2 The restriction in Section 16 1 will also apply for a continuous two (2) year period after the
expiration or termination of this Agreement or after a transfer approved under Section 20 but only
as to clients in the Master Licensee s Territory and within one hundred (100) miles of the Master
Licensees Territory In addition for two (2) years after the expiration termination, or approved
transfer of this Agreement, you will not solicit, for the benefit of any Competing Business any
person who was a Client of the Business during the two (2) years immediately before expiration,
termination or transfer
16 3 Dunng the term of this Agreement and for a continuous two (2) year penod after its expiration or
termination or after a transfer approved under Section 20 you may not employ or otherwise
interfere with the employment relationship of any person who is employed by Licensor
Franchisor or Master Licensee
Practice Premium Business Coach Franchise Agreement -March 2014 15

16 4 Master Licensee and Franchisor have the right unilaterally to reduce the scope of any restriction
in this Section 16 by \written notice to you
16 5 This Section and Section 15 apply to your NBC your EBCs, employees and individuals holding
an ownership interest in the Business and any persons or legal entities controlled by the
foregoing individuals ^ At Master Licensee s request you must fumish Master Licensee with
executed agreements from such individuals, in forms acceptable to Master Licensee in which
they agree to be bound by Sections 15 and 16
16 5 This Section and Section 15 apply to your NBCs employees and individuals holding an
ownership interest in the Business and any persons or legal entities controlled by the foregoing
individuals At Master Licensee's request you must fumish Master Licensee with executed
agreements from such individuals, in forms acceptable to Master Licensee, in which they agree to
be bound by Sections 15 and 16
16 6 You agree that damages caused to Master Licensee Franchisor and Licensor for failure to
comply with Section 15 or Section 16 are irreparable You agree that Master Licensee,
Franchisor and Licensor mav. notwithstanding the provisions of Section 22 9 hereof, seek
injunctive relief without notice to you in addition to any other relief that may be available to them
for breach of Section 15 or Section 16
16 7 In the event of a breach of the provisions of Sections 15 or 16 Franchisor is entitled to liquidated

damages from you in the amount of Two Hundred Fifty Thousand Dollars (US$250 000 00) You
expressly agree that this amount is not a penalty but a reasonable estimate of the damages that
would result from any such breach In the event that legal action becomes necessary for the
enforcement of any of the provisions of Sections 15 or 16 of this Agreement or to collect the
liquidated damages provided herein the prevailing party shall receive in addition to any other
damages or relief awarded its reasonable attorney s fees, together with appropriate costs and
interest You agree that in the event of a breach of any of the provisions of Sections 15 or 16
Franchisor shall be entitled, notwithstanding the provisions of Section 22 9 hereof, to recover
provisions or permanent injunctive relief as well as liquidated damages and that the liquidated
damages provision included herein does not provide Franchisor with an adequate remedy at law
for any such breaches which you may commit
16 8 If a court or arbitrator determines that any restnction or provision in this Section 16 strictly
applied would be invalid or unenforceable then the restnction or provision will be deemed
modified to the extent necessary (but only to that extent) to make it valid and enforceable If a
dispute regarding enforceability of Section 16 2 or 16 3 is resolved in favor of Master Licensee
and Franchisor the two (2) year period (or the period deemed to be reasonable by the court or
arbitrator) will run from the date of the order permitting its enforcement
SECTION 17 - DEFAULT AND TERMINATION
17 1 Termination by You
If you are in compliance with this Agreement and Master Licensee matenally breaches this Agreement
and fails to cure the breach within sixty (60) days after you deliver a written notice of the breach to Master
Licensee, you may terminate this Agreement effective ten (10 days after you deliver a notice of
termination to Master Licensee You must comply with the provisions of Section 18
Practice Premium Business Coach Franchise Agreement - March 2014 16

Nothing in this Section 22 9 bars any poroon s right to seek preliminary
22 10 Improvements
If Franchisee develops any improvement in the System Franchisee will promptly notify Master Licensee
and will provide all necessary information to Master Licensee All such changes and improvements will
be the sole property of Franchisor
22 11 Notices
All notices pursuant to this Agreement must be in writing and be delivered in person or mailed by certified
or other receipted mail or by Federal Express or other receipted commercial delivery service or by
facsimile or electronic mail The addresses for notice will be those set forth in Attachment 1 You or
Master Licensee with notice to the other party may change the address to which notices will be sent
22 12 Successors
This Agreement will mure to the benefit of and be binding on you and Master Licensee and your and
Master Licensees respective successors assigns heirs executors administrators and personal
representatives
22 13 Costs to alter contracts
If you request and Master Licensee approves any amendment to this Agreement after the date of this
Agreement, you agree to reimburse Master Licensee (and Franchisor if applicable) for their reasonable
costs (including attorneys fees) incurred in connection with such amendment
22 14 Acknowledgments
YOU ACKNOWLEDGE THAT YOU HAVE CONDUCTED AN INDEPENDENT INVESTIGATION OF THE

BUSINESS COACH FRANCHISE AND THAT THE BUSINESS VENTURE CONTEMPLATED BY THIS
AGREEMENT INVOLVES BUSINESS RISK AND WILL BE LARGELY DEPENDENT UPON YOUR
ABILITY AS AN INDEPENDENT BUSINESSPERSON MASTER LICENSEE EXPRESSLY DISCLAIMS
THE MAKING OF, AND YOU ACKNOWLEDGE THAT YOU HAVE NOT RECEIVED, ANY WARRANTY
OR GUARANTEE, EXPRESS OR IMPLIED, AS TO THE POTENTIAL SALES, PROFITS, OR
SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED BY THIS AGREEMENT
YOU ACKNOWLEDGE THAT YOU RECEIVED A FRANCHISE DISCLOSURE DOCUMENT AT LEAST

14 CALENDAR DAYS (10 BUSINESS DAYS IN MARYLAND, MICHIGAN, NEW YORK, OREGON
RHODE ISLAND & WASHINGTON) BEFORE THE DATE ON WHICH YOU SIGNED THIS
AGREEMENT OR PAID ANY CONSIDERATION
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND THAT
MASTER LICENSEE HAS GIVEN YOU AMPLE TIME AND OPPORTUNITY, AND HAS ENCOURAGED
YOU, TO CONSULT WITH ADVISORS OF YOUR OWN CHOOSING ABOUT THE POTENTIAL
BENEFITS AND RISKS OF ENTERING INTO THIS AGREEMENT
THE PARTIES have caused this Agreement to be duly executed as evidenced by their signatures
appeanng below
APPROVED AND EXECUTED ON

FRANCHISEE
Practice Premium - Business Coach Franchise Agreement - March 2014 24

ATTACHMENT 1
TO
1 Master Licensee's Territory
2 Designated Territory Refer to Attachment 3
2 Designated Direct Marketing Area Refer to Attachment 3
3 Franchise Fee Fifty Thousand Dollars ($50 000 00)
4 Royalty Fee and
Marketing and Advertising Fee
Preceding Month's Gross Marketing

Revenue and
Royalty Fee
Advertisim
From To Fee
5% of
$0 00 $14 999 99 $1 800 + $1 500 for each EEC Gross
Revenue
$1 800
$15 000 00 $24,999 99 + 6 25% of Gross Revenue in excess of $15 000 $500
+ $1 500 for each EEC
$2 425
$25 000 00 $34 999 99 + 4 75% of Gross Revenue in excess of $25 000 $500
+ $1,500 for each EEC
$2 900
+ $1,500 for each EEC
$3 325
$45 000 00 $59 999 99 +4% of Gross Revenue in excess of $45,000 $500
$3,925
$4 487
$75,000 00 I2aoooooiW^3a«3 + 3 5% of Gross Revenue in excess of $75,000 $500
- cAon
Practice Premium Business Coach Franchise Agreement March 2014

ATTACHMENT 5
IQ
THE PRACTICE PREMIUM BUSINESS COACH FRANCHISE AGREEMENT
Type of Authonzation H New Autfiorization n Cfianqe banking information
n Change payment amount n Discontinue electronic payment
n Cfianoe payment date
Address
City State _Z!fi
Routing Number
Please debit payments from my (cfieck onef
(valid routing #s must start with 0.1.2. or 3)
n Cfiecking Account (attacfi voided check when retuminol
Account Number
n Savings Account fcontact your financial institution for Routing#!
Frequency of payment
Date of first payment n Monthly on the f fROYALTYf

/ /
n Montfilv on tfie 5'" (MARKETINGS
Date of last payment foptionall
/ /
Deduction Amount
ROYALTY If you have signed a francfiise agreement with percentage based Royalty Fee, you will be deducted tfie amount due
based on gross revenues reported in the ActlonMEMBERS KPI system
MARKETING If you fiave signed a franchise agreement with percentage based Marketing and Advertising Fee, vou will be
AGREEMENT
I authorize fName of Master Licenseel to process debit entnes to my account I understand that this aulhonty will remain in effect
until I provide reasonable notification to terminate authorization
Authorized Signature Date
FOR OFFICE USE ONLY DATE
Practice Premium Business Coach Franchise Agreement March 2014

EXHIBIT C
To
BUSINESS COACH
STATE-REQUIRED ADDENDA TO FRANCHISE AGREEMENT
state-Required Addenda (BC) - OSmMarch 2014

ADDENDUM
REQUIRED BY THE STATE OF MARYLAND
In recogniton of the Maryland Franchise Registration and Disclosure Law, Maryland Stat
§§ 14-201 to 14-233, and the Rules and Regulations promulgated thereunder, the parties agree
to modify the [check appropnate box] • The FIRM - Business Coach Agreement, • The
Practice [type] - Business Coach Franchise Agreement entered into as of [date] ("Franchise
Agreement") as follows
1 Sections 2 1(F) and 20 3(D) are amended to add the following
Notwithstanding the foregoing, pursuant to COMAR 02 02 02 16L the general release

shall not apply to any liability under the Maryland Franchise Registration and Disclosure
Law
2 Section 3 1 is amended to add the following
In Maryland, the Franchise Fee is not due until Master Licensee and ACNA have
has-fulfilled its pre-opening obligations to you
In Maryland, the Training Fees are not due until Master Licensee and ACNA have
In Maryland, the Technology Fee is not due until Master Licensee and ACNA have
5 Section 4 is amended to add the following
We do not collect any portion of the initial fees (including the franchise, training and
technology fees) until we and ACNA have fulfilled all our pre-openinq obligations to
vou
Notwithstanding anything to the contrary in this Franchise Agreement you are not
required to waive any of your nghts under the Maryland Franchise Registration and
Disclosure Law with regard to Master Licensee s pnor representations
Notwithstanding the foregoing, the Maryland Franchise Registration and Disclosure Law
shall govern any claim ansing under that law
Notwithstanding the foregoing you may bring any claims under the Maryland Franchise
Registration and Disclosure Law in a Maryland court
98 The acknowledgements in Section 22 13 do not constitute a release, estoppel or waiver

by you of your nghts under the Maryland Franchise Registration and Disclosure Law
state-Required Addenda (BC) - 0a/-r3Marcti 2014
109 Notwithstanding anything to the contrary in this Franchise Agreement any limitaton of
claims provision shall not act to reduce the 3 year statute of limitatons afforded a
franchisee for bringing a claim ansing under the Maryland Franchise Registration and
Disclosure Law
11© This Addendum shall have effect only if the Franchise Agreement and/or the relationship
between Master Licensee and you satisfy all of the junsdictional requirements of the
Maryland Franchise Registration and Disclosure Law without considenng this
Addendum Except as expressly modified by this Addendum the Franchise Agreement
remains unmodified and in full force and effect
[Name of Master Licensee] [Name of FIRM Owner/Business Coach]
By By
Title Title
I state-Required Addenda (BC) - <

EXHIBIT E
To
BUSINESS COACH

This Agreement is entered into on [Date] between [Name of Business CoachFranchiseel (referred
to as we " us and "our") located at [Business CoachFranchisee's Address] and [Name of Business
Coach / Emoioveel (referred to as you and your") located at [Business Coach / Employees
Address] You are signing this Agreement in consideration of and as a condition to your association
with us and the compensation dividends or other payments and benefits you will receive from us
BACKGROUND
We are an ActionCOACH franchisod Business Coach franchisee of [Name of Master Licensee!
("Master Licensee ) under a Business Coach Franchise Agreement dated [Date! We have a
license to use the Marks the System and the Confidential Information owned by ActionCOACH
IPCo Ltd and licensed to ActionCOACH North America LLC (collectively "Licensor) Master
Licensee recognizes that in order to effectively operate our business we must give our
business coaches and emplovees access to certain confidential information and trade secrets owned
by Licensor Disclosure of this confidential information and trade secrets to unauthorized
persons or its use for any purpose other than the operation of our business would harm us
Master Licensee Licensor other franchise owners and ActionCOACH North America LLC
("Franchisor) Accordingly Master Licensee requires us to have you sign this Agreement
AGREEMENT
1 As used in this Agreement Confidential Information" means all manuals trade secrets
know how methods training materials information recruiting techniques accounting
procedures control procedures and marketing techniques relating to the
ActionCOACH business coaching and mentoring business and system In addition
Confidential Information includes all marketing plans advertising plans business plans
financial information client information, employee information, and other proprietary
information of Licensor Franchisor Master Licensee or us (collectively the "Interested
Parties") that you obtain during your association with us
2 You agree not to disclose any Confidential Information to anyone outside of our organization
(other than the Interested Parties) and not to use any Confidential Information for any
purpose except to carry out your duties as our employee You also agree not to claim any
ownership in or nghts to Confidential Information and not to challenge or contest Licensors
ownership of it These obligations apply both dunng and after your association with us
3 If your association with us ends for any reason you must return to us all records described in
Paragraph 1, all other Confidential Information and any authorized or unauthorized copies of
Confidential Information that you may have in your possession or control You may not
retain any Confidential Information after your association with us ends
4 You may not during your association with us without our prior written consent
(a) Own operate engage in be employed by act as a consultant to provide

financing or assistance to participate in, or have any interest in any
business that offers business coaching and mentonng services ("Competing
Business ) to clients in the U S A or
(b) Divert or attempt to divert any clients or prospective clients to any

Competing Business
5 Paragraph 4 will continue to apply for (ai two (2) years if vou are a Business Coach, and (bi
one (1) vear if vou are an Emolovee.-after your association with us ends regardless of the
reason that your association with us ends However Paragraph 4(a) will only continue to
apply to businesses operating in the geographic area where you performed work for us
In addition for two (2) years after your association with us ends you may not solicit for
Cal-E^SI Projec: (2180-11;
Pec.^'\ t Ducum^n s
h^-yv
/
X /
/
D
Patch II
EXHIBIT J
To
BUSINESS COACH
BUSINESS COACHES AS OF DECEMBER 31, 20132

The list below shows the names last known addresses and telephone numbers of Business
Coaches as of ACNAs fiscal year ending December 31 20132 Some Business Coaches may own
more than one (1) franchise outlet Some Business Coaches may also own only one (1) license but for
several territories
ALABAMA
205-881 8130
Richard Papworth
y A\/r'ni
/ tV I IU
Qilhfift IA7
\1_ vUlbO 1 Phoenix AZ 85027
602-524-5572
_lAQ.V-£ti
' ™flVVTt7fX Phil
I I •• I I finhfp>r
Itwl Eric King
16020 N 77th St
CALIFORNIA
2958-Caft«€HWay 14 Edgewood
Carlsbad CA 92008 Goto de Caza CA
(051) 236 5365
KnthiP
Cupertino CA 05014 Mendocino CA

848-607-8180 (408) 627 4035
Paul Wildrick
440 Stem Way 4160 Oregon St
(618) 321 0262 (858) 836-1800
• Inff Nntt
VxJ 11 I 'IUII
4685 Lage Drive UOTOnOTZ#! tT"C
(445) 002 2380 -4826
2068 Barkley Ave
POI QPAPO
Paut-Wmkler V^MUVPi IWOIICl Janna Hoiberg

8433 E Kettle Place 6455 N Union Blvd Suite 204
Cnlncsa/dti—
(718)487 1888
Denver CO 80202
(303) 282 0800 (970) -153 9238 (303)9'19 176^
Joff Wilson
390 Union Blvd—Ste 310San •**' Floor
(720) 081 0926 (303) 759-120^1
K /-\ PiH Prg>oot/^\#

ttyiDCTTX™>;TrfXyOT1 tJiii 1 I oooicy
6 Fishor Lane 215 Coram Ave
Shelton CT 0648-1
(203) 797 8753 203 763 <1005 203-^^5-981'I
pi optnA
r^sXyrxreyT^
AnaPaula Lagarr-tga Catherine MacAskill
Coral Gablos FL3313^

(305) 285-926'1
Roberto Suaroz
Coral Gablos FL 3313-1

(305) 285 926^ (305)295 0261
Heather Christie Paut Christie

11^103 NW 89St fflOO 12800 University Dr—Suite 2*10
Dnml Fl 33178
L^Vîull I I I J ^
786 527 0370 (230) 220 5000
Pilar Sanchez John Layzell

3023 Cornelia Drive 2O0 SE 1-5'^ Road Apt ^3
Miami FL 33129
(305)775 1888 (305) 899 9063
Barbara Kyes Juliet Kyes

21^2 Alt 19 N Suite G 21^12 Alt 19 N Suite C
Palm Harbor FL 3'1683 Palm Harbor FL 3'1683
(727) 786 2900 (727) 786 2900
William Eveleth Juan Ortega
Palm Harbor FL 3^1683 Pompano Beach Fl 33069

(727) 786 2900
GEORGIA
AtHntT nA inim Atlanta GA 30327 Atlanta GA 30328

(101) 380 1911 (101)171-1567 (678)111 1160
Russ Hall Rick Cram

3895 W Hwy 34
Newnan GA 30263 Smyrna GA 30080
(770) 932-2525 770 252 2656
inAHO
rcrrWrXr
Ed Renna
2312 S Taglish Way
(208) 631 57'i: (208) 939-304Q
ItUNOIS
PJ Weiland
1363 Shermer Road #306
INDIANA
• If 11N/ ^
Rogor Engelau Mark McNulty

6'11 Washington Suite I'l
Mnorf^p.villfi IM
• HI V • 11 S-/ III 1 I ^^^7
(317) 008-5809 (812) 372 7377
IOWA
Theresa Bombach
1511 Amana Rd—NW Avo SE <1117 Walnut Streot
Amana lA 52203 W Des Moines lA 50265
515 222 0103
61-65-NW 86th Street Suite 202 6T65-MW-86'^-Street Suite 204 304-5"

Johnston IA 50131
515 727 1706 515-727-1707 641-420-8496
KENTUCK¥
Tim Jones
Fort Thomas KY L^sville KY 40229

502 479 3692 502-538-4165
LOUISIANA
crv/v:? ! I MJC L7fVJI.lO
Mandoville LA 70448 New Orleans LA 70131

085 624 8065 504 302 5480 318-861 8430
MAINE
UIM I L-U£UQI
6098-9Z9-g0l'
jeBjeg tt»f
OI-OZ: o>S P'd uojuPO PIO 8^'QZ
Zim-\/VV g9Z
ei/i/gg NIAI uA|>|oojg
pjoj piAeo U91|0H LUCd
Z0e8^' ll/M SII'H -lOlooMOoa

C9Z0Z# PtJ -leisoqoo^ g gg9g
tz§t-§e9-i^ \^\flZZLZ 18Z

£0810 VlfM uo)6ui|jng
}98J}S uietAl-§t^ 9iUJQ >)jed 1.1.
/^peoH ujoj_
9|OJio Aq6ui||CA 1.1
09l/8-ZZ8-0l.l>' 0ZZ8-t^l^9 01- egg9-Z9V-0l-t'

ZlÔlZ QIAI uoÔ|lCj 0£g|.gQl^ o.ioaiu|cg &i-gVg-gi/vj 9.iouiti|eg
9AV J9}30|9 8091
NEVADA
Igtrprv^*/ C ril/g-
Nathan Smith Chris Wofsman
5781 S Fort Apache Rd
Las Vegas NV 89139 t=as-^
702-795-3188
f77S>
V^Cil I Ul
Fair Lawn NJ 07-110

(732) 530-6300
N2-08037 Iwci
n<A/rf^nppwtilf^
vv 1I luo V inw fsl
I I w I \j
Vincont Saponar
20^
Holly Jerome Ed Kozemohak

^nftnn IcrcrrTw
o cTwtTcm nnf^
PffficoDton Junction NJ 08550
732 9^6 2836
MFW MFYirn
TiB»wV~nrTeZyXTia'^y

Albuquerque NM 87120
I pQ AoQfuljirioh
^ WW • »i II J IV IUI I wl I Fllip Mnr«^hq|l
1^111^ IVIOI 91ICI11
1225 Franklin Ave- 1600 Express Dr South Ste 106

Hauppauge NY 11788 Katonah NY 10536
631 618 888
"*^51 Suito2Hi
212--188-2230
Michael MoConchie
21-1 Burlington Plaoo 6O076 Hathaway Lano
Gary NO 27514
Qiq QF;Q-7Rifi
C I OCWO » w WW Q1Q-5PQ Ofilfi
W I W w W W W I '
Wayne Rutherford
1 Stur-bridge Lane 1050 Revolution Mill Br Studio
Groednsboro NC 27'105
336-899 6588
Bill Gillilland
Binkley Chiapel Court
Montreal NC 28757 Wako Forest NC 2758?
828 165 9909
107 Chestnut street
QiQ
« ^71
II I t. f c. ^ 2a&-34-Q-QZ?3
QHIQ
v/i IfV
Robert Viney
Columbus OH 13235
611 582 8316
Peter McDowell
Columbus OH ^3235
837-591-2129
Dennis Willis Deb Aungst
716 Mount Airyshire Blvd

Worthington OH ^3235
Martin Holland
Norman OK 73069
OREGON
Dav»d-G4wr Terry Elton
Portland OR 97229 Tigard OR 97221

503-830-0844 071 7001
PENNSYLVANIA
John Larrgel
^7044
Paul Currie
Lancastor PA 17601
717-291-9191
Doug Savidgo
I ooff/-\r DA
k.ui ' I / » • • 'w V I Lewisburg PA 17837
717 291 0194- 717-291 9101 570-52'1 35/t7
2-T34-Hawthorne Rd
18938
72/1-310-3296
SOUTH CAROUNA
8/13-350-0326
Curt Henr-y Steve Pitcairn
TFXAS
Douglas Winrne Kim Jaggard

XJ I I \L^rl t t7l I V w 5100 Westheimer Rd Sto 200
Boliairo TX77/I0T Houston TX 77056
713-665-5085 512-586-56/10
iifvt Arv^hl&r Pir>h AllQr\

iT V t I 11 T r I I 1 XI I # «»I II
3605 Neiman-Road
Piano TX 75025
972-712-6315 972-3/17-2818
Ron Brockwell Kirby Kaden
Son Antonio TX
240-998-5795 210-/110-1233 210-858-5136
26010 Oakridge Dr Suite 103
210492-8787 281 602 8031

UTAH
Tim Roberts
8»1 309 9607
VIRGINIA
w 11 111 f ^
Sheri
1^9 Curry Court
Clear Brook VA 2262^
54-7-7657590
Johnnie Barr
6215 Sudley Church Ct Staunton VA 24401 South
Fairfax VA 22039
571 33^ 0695
Mf^nipr
Winchester VA 22603
540-97'1-0167
Jim Munro
2444€-SE-42™-R)aee 5813 En St AI
WW >0 ^vlwl 5813 F.T^.t l'*' A^foniin
iGsaquah WA 98029 Spokane Valley WA 99212
^25 829 2333 509 455 5053
Kevin Weir
Avenue #102 5813 East 1" Avonuo #102
Chris Carman
506 Prairieview Ct
Do Forest Wl 53532 3218 Elm Grove WI-53422
608 106 2292 262-365-9414
Susan Thompson
13500 Watertown Plank Rd
531?'^ Madison
(262)790-1213
Chris Penasa
6821 Obikoba Circle
262 643-^708
ALABAMA
Steve O Neil Bruce McMellon

1044 Eagle Hollow Dr 2210 Wedaewood Road
Birmingham, AL 35242 Vestavia, AL 35216
205 238^1772 205-991-8130
ARIZONA
Dimitri Ponomareff Richard Papworth Carolvn Andrews

3100 West Rav Road. #201 3917 E Fairbrook 22601 N 19ênue
Chandler. AZ 85226 Mesa, AZ 85205 Phoenix. AZ 85027
480-269-0590 480-768-7199 602 524-5572
Rav Brehm Sheila Kloefkorn Joev Fenwick

18444 N 25th Ave, Ste 420 4809 E Thistle Landing Drive 7940 E Camelback Rd #610
Phoenix. AZ 85023 Suite 100, Phoenix. AZ 85044 Scottsdale. AZ 85251
480-620 ACT6 602-565-3512 480 275-6373
Phil Lechter David Jones Eric King

16020 N 77th St 15558 W Shanqri La Road 2141 East Broadwav Road
Scottsdale. AZ 85260 Surprise, AZ 85379 Tempe, AZ 85282
480-363-1405 623 377 3143 480-968-9704
CALIFORNIA
Chuck Hunter Bernard Powers Lisa Walker

2958 Carillo Wav 24530 Lowe Drive PO Box 624
Carlsbad. CA 92009 Corona. CA 92883 Corona Del Mar, CA 92625
760 268-1042 951-236-5365 949 607-8180
John McDowell Eamon Roonev Paul Wildrick

14 Edoewood 16012B Flintlock Road 140 Stem Wav
Coto de Caza, CA Cupertino, CA 95014 Orindo. CA 94563
949 422-1167 408 627-4035 925-963-9665
Kane Kaufman Stacev McKibbin Crvstal Shanks

4160 Oregon St 2611 Phesant Drive 2379 Brvant Street
San Diego, CA 92104 San Dieoo, CA 92123 San Francisco, CA94110
619-321-9262 858-836-1900 415 902-2389
David Gazave Jeff Nott Joseph Siecinski

4685 Laqe Drive Bevans Drive 2968 Barklev Ave
San Jose. CA 95130 San Jose. CA 95129 Santa Clara. CA
408-960-4526 408-221-1165 408 771-4259
COLORADO
Janna Hoibero Chuck Kocher Bob Liebhauser

620 N Teion St, Suite 101 6455 N Union Blvd Suite 201 890 W Cherrv St, Suite 230
Colorado Springs, CO Colorado Springs, CO 80918 Denver. CO 80202
719 358-6936 719 487-1899 303-282-0800
Susan Roberts Steven Wavmel Lam Lanoton

600-17-Str^. Ste 2800 3901 E Quincv 5445 DTC Parkwav Penthouse 4
Denver. CO 80202 Enqlewood, CO 80113 Greenwood Villaoe. CO 80111
970 53-9238 303-949 1764 303-512-3231
Earl Kemper Kenneth Patton

390 Union Blvd , Ste 310San 6060 W Calhoun Drive
Lakewood, CO 80228 Littleton, CO 80123
720 981-0926 720-299 5536
CONNECTICUT
Dipak Ghosh Bill Presslev

6 Fisher Lane 11 Melrose Avenue
FLORIDA
Michael Dill DOUQ Barra Jodv Johnson

7352 NW 45 AVE 1200 Anastasia Ave , Suite 100 1200 Anastasia Ave , Suite 100
Coconut Creek. FL 33073 Coral Gables. FL 33134 Coral Gables. FL 33134
954-675-9536 305-285-9264 305-285 9264
Anapaula Laqarrioa Catherine MacAskill Ricardo Reguena

1200 Anastasia Ave , Suite 100 1200 Anastasia Ave , Suite 100 11403 NW. 89St. #109
Coral Gables. FL 33134 Coral Gables. FL 33134 Doral. Fl. 33178
305-285-9264 305 285 9264 786 527-0370
Heather Christie Paul Christie Steve Goranson

12800 University Dr. Suite 240 12800 University Dr. Suite 240 3023 Cornelia Drive
Fort Myers. FL 33907 Fort Myers. FL 33907 Jacksonville. FL 32257
239 220-5900 239 220-5900 904-739-0200
Tom Bliss Pilar Sanchez John Lavzell

11961 SW 137th Ter 200 SE IS'^Road. Apt 43 2235 Maonolia Drive
Miami. FL 33186 Miami. FL 33129 North Miami. FL 33181
305 330-8393 305-775-1888 305-899-9963
William Eveleth Barbara Kves Ford Kves

2142 Alt 19 N. Suite C 2142 Alt 19 N. Suite C 2142 Alt 19 N. Suite C
Palm Harbor. FL 34683 Palm Harbor. FL 34683 Palm Harbor. FL 34683
727-786-2900 727 786-2900 727 786-2900
Juliet Kves Juan Ortega Lou Rubin

2142 Alt 19 N. Suite C 2817 N Course Drive #202 2906 Pier Dr
Palm Harbor. FL 34683 Pompano Beach. Fl 33069 Ruskin, FL. 33570
727-786-2900 954-773-8835 813-641-9801
Mark Raciappa Patrick Leask

3318 Cherokee Ridoe Trial 2301 S Carolina Avenue
Tallahassee. FL 32312 Tampa. FL 33629
850-893-6899 813-251-8058
GEORGIA
Jeff Loveiov Jeffrey Smith Russ Youno

1525 Ashford Club Court 4179 Randall Court NW One Glennlake Parkwav
Atlanta. GA 30319 Atlanta. GA 30327 Atlanta. GA 30328
404 380-1911 404 474-4567 678-444-4160
Russ Hall Rick Plasket

1275 Riversound Dr NE 3895 W Hwv 34
Marietta. GA 300687 Newman. GA 30263
770-932-2525 770 252 2656
IDAHO
Alison Dunn Ormand Rankin Ed Renna

13126 WPicadillv St 10230 W River Rock 2312 S Taqlish Way
Boise. ID 83713 Garden Citv. ID 83714 Meridian. ID 83642
208 350 6551 208-939-8040 208 884-6285
ILLINOIS
1200 St • William Drive 1363 Shermer Road #306
Lake Forest, IL 60045 Northbrook, IL 60062
847 321-9773 847-739-3079
INDIANA
Mark McNultv
641 Washington, Suite 14
Mooresviile. IN 46158
812-372 7377
IOWA
Kuldeep Persaud Theresa Bombach Monte Wvatt

1511 Amana Rd , NW 305 2"° Ave SE 4117 Walnut Street
Amana. lA 52203 Cedar Rapids, lA 52401 W Des Moines, lA 50265
319-846-2067 319-730-7701 515-222-9193
Natalie Spitzio Greg Thompson Andy O Brien

6165 NW 86th Street. Suite 202 6165 NW 86^treet. Suite 204 301 5" St SW Suite 2
Johnston, lA 50131 Johnston, lA 50131 Mason City, lA 50401
515-727 1706 515-727-1707 641-420-8496
Steve Wilson
195 N MentzerRoad
Robins. lA 52328
KENTUCKY
Drew Schwegman Tim Jones Andrew Van Horn

55 Azalea Terrace 1860 Campus Place 6057 HWY 433
Fort Thomas, KY Louisville, KY 40229 Wilhsburg, KY 40078
859-912 0305 502-538-4165 859 940-5517
LOUISIANA
Joanna Shows Dan Zimanski Everardo Recendiz

201 Holiday Boulevard, Suite 400 371 Red Maple Dr 910 Pierremont Road, Suite 410
Covington, LA 70433 Mandeville, LA 70448 Shreveport, LA 71115
212-488-2230 985 624-8065 318-861-8430
MAINE
Jim Lvon
101 Applecrest Drive
Yarmouth, ME 4096
207-847-3164
MARYLAND
Angela Segal Lee Martin Gary Stokes

13403 Chfton Rd 1308 Gloster Ave , 1928 Fallston Valley Drive
Baltimore, MD 21218 Baltimore, MD 21230 Fallston, MD 21047
410 467-6583 410-644-8770 410-877-8460
Jeff Miller
11 Vallingbv Circle
Rockville. MD 20850
MICHIGAN
Fadi Baradihi
2632 S Rochester Rd #70763
Rochester Hills, Ml 48307
248 979 8235
MINNESOTA
Pam Holien Kelh Hoskins David Ford

3402 99th Ave N 27173 Lakewood Drive NW 6575 141st Ave NW Suite 100
Brooklyn Park, MN 55443 Isanti. MN 55040 Ramsey. MN 55303
763-463-9350 763-444-9812 763-444-9812
Tracy Ford
6575 141st Ave NW Suite 100
Ramsey, MN 55303
763-444-9812
NEBRASKA
Jim Baroer
16646 Howard Circle
Omaha. NE 68118
402-676-8809
NEVADA
Jeremy Fairbanks Nathan Smith Steve Steiqmeir

5781 S Fort Apache Rd 5781 8 Fort Apache Rd Reno, NV
Las Veoas, NV 89148 Las Veoas. NV 89148 775 560-7477
702 795-3188 702-795-3188
NEW JERSEY
Marcie Hanhart Carl Shoemaker David Schoenbeck

15 N Maple Avenue 2-83 Saddle River Rd 611 Winding Hollow Drive
Baskino Ridoe. NJ 07920 Fair Lawn. NJ 07410 Franklin Lakes. NJ
908 696-9500 201-300-6535 201 891-7763
John Sheridan Salvatore Levatino Holly Jerome

2505 Mam Street 38 Slavback Drive 3 Sutton Lane
Lawrenceville. NJ 08648 Livinoston. NJ 07039 Princeston Junction. NJ 08550
609 219-0136 609-799-4473 609-297-8003
Ed Kozemchak
42 Locust Way
Spring Lake. NJ
732-946-2836
NEW MEXICO
Mark Tobiassen
Albuouergue. NM 87120
505 263-5657
NEW YORK
Michael Breitman Elhe Marshall

1225 Franklin Ave 74 Huntville Rd
Garden Citv. NY 11530 Katonah. NY 10536
516 801-6452 914-907-5670
NORTH CAROLINA
Michael Washington Jim Jubelirer Tony Marder

214 Durlinaton Place 60076 Hathaway Lane 2170 Wvnbourne Dr
Carv. NC 27511 Chapel Hill. NC 27514 Gastonia. NC 28056
919-233-1218 919 969-7818 704-867-5235
Ross Cox Dan Kovarik Wavne Rutherford

1 Sturbridoe Lane 2005 Cedar View Drive 1050 Revolution Mill Dr Studio
Greesnboro. NC 27408 Greensboro, NC 27455 Greensboro. NC 27405
336 286-4905 336 404-2977 336-899-6588
Steve Taylor Bill Gillilland David Dowdy

3557 Corbett Rd 97 Shenandoah Terrace 156 Bay Shore Loop
Mebane, NC 27302 Montreal. NC 28757 Mooresville. NC 28117
336 421-6242 540 290 2389 704-400 4358
Wavne Swofford Reggie Shropshire Kurt Hauser

1567 Little Hill Road 107 Chestnut 301 N Mam Street
Newton. NC 28658 Wilminton. NC 28401 Winston-Salem. NC 27101
828 465-9909 910-471-2725 336 310 0773
Mary Ann Hauser

301 N Mam Street
Winston Salem. NC 27101
336 310 0773
OHIO
Wavne Beroman Robert Vinev Peg Buehrle

7170 Chaarin Road 10200 Alliance Road. Suite 150 716 Mr Airvshire Blvd
Chagrin Falls. OH 44023 Cincinnati. OH 45242 Columbus. OH 43235
440-570 3564 513-785-0675 614-582-8346
Rick Crossland Peter McDowell Dave Roemer

716 Mt Airvshire Blvd. Suite 100 716 Mt Airvshire Blvd Ste 100 5855 Harrow Glen Ct
Columbus. OH 43235 Columbus. OH 43235 Galena. OH 43021
614-602-5205 614-306-7922 740-909-4138
John Warfel Dennis Willis Deb Aungst

2990 Pine Hills Drive 4995 Richelieu Ave 358 Favburrow Drive
Medina. OH 44256 Sheffield Lake. OH 44054 Sunburv. OH 43074
330 723-8565 440 385-6867 614-306-0509
David Beam
22 Jason Lane
Wheelersburo. OH 45694
614 547-0300
OKLAHOMA
Robert Garibav Martin Holland

3209 N Flood Ave 3900 Oxford Wav
405-237-0019 405-641-1928
OREGON
Terry Elton
14440 SWISS"'Ave
Tioard. OR 97224
971-925-7001
PENNSYLVANIA
Michelle Landis Paul Currie Tom Finn

1275 Glenlivet Dr. Suite 100 1525 Oregon Pike. Suite 702 1525 Oregon Pike. Suite 702
Allentown. PA 18106 Lancaster. PA 17601 Lancaster. PA 17601
610-438-4666 717-291-9191 717-291-9191
Robert Pianka Jeff Witmer Doug Savidge

1525 Oregon Pike. Suite 702 1525 Oregon Pike. Suite 702 23 North Derr Drive. Suite 20
Lancaster. PA 17601 Lancaster. PA 17601 Lewisburg. PA 17837
717-291-9191 717-291-9191 570 524-3547
Ken Sevick Bruce Kirk

1085 Country Club Road 844 E Street Rd. #239
Mononoahela, PA 15063 Westtown. PA 19395
724-310-3296 610-563-6683
SOUTH CAROLINA
Foster McCarl
41 Woods Bay Rd
Bluffton. SC 29910
843-350-0320
TENNESSEE
Curt Henry
1113 Tusculum Blvd PMB 254
Greenville, TN 37745
423-639-5632
TEXAS
Douglas Winnie Martin Mussev Kim Jaggard

4816 Bellaire Blvd 5520 Rock Canyon Rd 34 Remington Drive
Bellaire. TX 77401 The Colony. TX 75056 Highland Village. TX 75077
713-665-5085 469 744-4866 512-586-5640
Maurizio Gamberucci Jaime Guzman Francesco Plaino

2900 Wilcrest dr. suite 270 5100 Westheimer Rd Ste 200 2900 Wilcrest. Suite 270
Houston. TX 77042 Houston. TX 77056 Houston. TX 77042
281-201 7120 713 588 4362 713 427-2967
Lisette Mandola Ted Hair Rich Allen

28522 Pewter Knolls Drive 1702 Yorkshire Creek Court 2820 Lakeview Drive
Katv. TX 77494 Pearland. TX 77581 Prosper. TX 75078
832-547-9574 972-347 2818
Trev Finley Ron Brockwell Kirbv Kaden

RIair Dak Dr 18756 Stone Oak Pkwav Sie 200 24507 Birdie Ridge
972-979 3761 210 998-5795 210-410-1233
Max Kozlovskv Robert Keplinoer

102 Parklane Drive 26010 Oakridae Dr Suite 103
San Antonio. TX Spring. TX 77380
210-858-5136 281-602-8031
UTAH
Tim Roberts
2791 East 3725 North
Lavton. UT 84040
801-309-9607
VIRGINIA
Stephen Chiama Rene Hollebrandse Judv Freeman

13905 Cristo Court 149 Currv Court 6215 Sudlev Church Ct
Centereville. VA 20120 Clear Brook. VA 22624 Fairfax. VA 22039
703-815-5248 540 667-4469 703 764-9861
Gerald Peters Johnnie Barr Crvstel Smith

9116 Center Street Ste 203 Staunton. VA 24401 South 209 E Boscawen St
Manasas, VA 20110 540-290-2389 Winchester. VA 22601
571 334-0695 540-303-0240
WASHINGTON
Chris Dirkers Jim Munro Ted Schmidt

5813 East 4-Avenue #102 5813 East 4^^^ Avenue #102 5813 East 4^ Avenue #102
Spokane Valley. WA 99212 Spokane Vallev. WA 99212 Spokane Vallev. WA 99212
509-455-5053 509-455-5053 509-455-5053
Kevin Weir
5813 East 4-Avenue #102
Spokane Vallev. WA 99212
509-455-5053
WEST VIRGINIA
Earl Kerrv
89 Hadrian Ct
Martinsburq. WV 25403
WISCONSIN
Mike McKav Rick Applebv Chris Carman

506 Prairieview Ct 13150 Watertown Plank Road 13150 Watertown Plank Rd
De Forest. Wl 53532-3218 Suite 200 Elm Grove. Wl 53122 Elm Grove. Wl 53122
608-406-2292 262-727-7130 262 365-9414
Jim Palzewicz Tom Palzewicz Dave Steffen

13500 Watertown Plank Rd 13500 Watertown Plank Rd 13150 Watertown Plank Road
Elm Grove. Wl 53122 Elm Grove. Wl 53122 Suite 200 Elm Grove, Wl 53119
262-790-1213 262-790 1213 262-443 3204
Ian MacFarlane Susan Thompson Chris Penasa

6219 S Highlands Ave 555 D Onofrio Drive. Suite 25 6821 Obikoba Circle
Mariisom WL5370R _ Madron WI .S.171P
EXHIBIT K
To
BUSINESS COACH
BUSINESS COACHES WHO LEFT THE SYSTEM

DURING THE FISCAL YEAR ENDING PERIOD JULY 1. 2012 UP TO
DECEMBER 31,20132
The list below shows the name last known addresses and telephone number of every Business
Coach who had an agreement terminated cancelled not renewed or otherwise voluntarily or
I involuntarily ceased to do business during ACNAs fiscal year ending December 31 20132.
TRANSFERS
(from Franchisees to New Owners other than a master licensee or ACNAt
Kelli Hoskins
27173 Lakewood Drive NW
Isanti. MN 55040
763-444-9812
Nene
RIGHT REACQUIRED BY ACNA OR MASTER LICENSEE
None
TERMINATED BY ACNA OR MASTER LICENSEE FOR DEFAULT. CANCELLED. NOT RENEWED.

OTHERWISE CEASED OPERATION OR NO COMMUNICATION IN THE LAST TEN (101 WEEKS
Arizona
Ron Wiltbank
4460 East Tremaine Avenue
Gilbert. AZ 85234
480-252-4981
California
Kathie Ittel
1220 N Dutton Avenue. #109
Santa Rosa. OA
(707) 937-3168
Colorado
Frank Wilde Paul Winkler

1630 Hemlock Wav 8133 E Kettle Place
Broomfield. CO 80020 Centennial. CO 80112
303-877-1436
Jeff Wilson
90 Union Blvd . Suite 310
Lakewood. CO 80228
f303f 759-1204
Florida
Roberto Suarez
1200 Anastasia Ave. Ste 100
Coral Gables. FL 33134
(305) 295-9264
Georgia
Warner Bieri Rick Cram

385 Oak Ridoe Dnve 4815 Payson Place
Mavsville. GA 30558 Smyrna, GA 30080
404-799-1020
Idaho
Drew Williams
2341 N Yonkers Lane
Boise, ID 83704
(208) 631-5742
Indiana
Rooer Enqelau
6521 E Rollino Valley Court
Columbus, IN 47201
(3171 908-5809
Iowa
Deb Oliyer
109 Liberty St PO Box 534
Dvsart, lA 52224
Kentucky
Jerry Brown
1860 Campus Place
Louisyille, KY 40229
502-479-3692
Louisiana
Brian Baudean
3631 Rue Colette
New Orleans, LA 70131
504- 392-5480
Massachusetts
Tom Hoarty Greo Layelle

11 Park Driye 546 Mam Street
Burlington, MA 01803 Worcester MA 01608
781-272-3144 774-696-4574
MISSISSIPPI
Scott Hamilton
7048 Old Canton Road. Suite 2010
Ridoeland. MS 39157
Nevada
Chris Weisman
5781 8 Fort Apache Rd
Las Vegas. NV 89148
702-795-3188
New Jersev
Don Norkus Frank Fov

58 Dogwood Lane 22 Lenore Gt
Fairhaven. NJ 07704 Hammonton. NJ 08037
(732) 530-6300 760-201-6925
Todd Whitmore Vincent Saponar

36 Amarvllis Ln 20 Washington Vallev Rd
Lumberton. NJ 08048 Morristown. NJ 08960
609-284-3669 973-538-1880
New York
Lee Ann Munch

1600 Express Dr South. Ste 106
Hauppauge, NY 11788
631-648-888
North Carolina
Michael McConchie Juan Cano

3050 East Bav Court 3820 North Elm
Creedmoor. NC Greensboro. NC 27455
919-529-0616
Dan Lawson
Binklev Chapel Court
Wake Forest. NC 27587
919-453-0729
Ohio
Duane Hammer Steve Tamburello

704 Wedgewood Drive 716 Mount Airvshire Blvd
Marvsville. OH 43040 Worthinoton. OH 43235
937-594-2129 614-482-0000
Oregon
David Chin
14939 NW Dominion Dr
Portland. OR 97229
503-830-0814
Pennsylvania
Al Ottinger John Lanael

920 Spring White Drive 20 South 36'^ St
Breiniasville. PA 18031 Camp Hill, PA 17011
610-438-4666 (7171975-0675
Todd Frankford Greg Macomber

6004 Candlestick Drive 2131 Hawthorne Road
Hamsburo. PA 1711 New Hope. PA 18938
717-695-6865
Tennessee
Steve Pitcairn
43 Darlinaton Cove
Jackson. TN 38305
Texas
Jim Ambler Carlos Zubillaaa

3605 Neiman Road 8700 Crownhill Blvd. Suite 301
Piano. TX 75025 San Antonio. TX 78209
972-712-6313 210-492-8787
Kirbv Kaden Max Kovlovskv

100 Northeast Loop 410 Suite 970 1901 NW Military Hwv Suite 111
San Antonio. TX 78216 San Antonio. TX 78213
(2101546-1290 (2101880-5690
Virginia
Sheri Winesett David Hepler

7410 Heritage Village Plaza #101 567 Glendobbin Road
Gainsville. VA20155 Winchester. VA 22603
517-7657590 540-974-0467
Washington
Chad Rudolph
24448 SE 42- Place
Issacuah. WA 98029
425-829-2333
California
2860 Hay Loft Way 3737 Weslin Avenue
Morgon Hills CA
(408) 782-65^8
VWIVl MM**
Jorry Chesser
(720)081 0026
Phil Barton
Louisville CO 80027
(303 664 1050
Connecticut
(860) 239-0045
Florida
(561) 988-9361
Louisiana
AI\Mn lii*^tp|ptn
Massachusetts
Tr^r>» Oi^kkine»
12 West Boylston St
508 579-5088
Michigan
wuwVpTII '
248 270-5723
AAiimA&AtA
iviii IIIV9 via
•«*
763 ^-l-l 9812
ftflijCJCJjfcfclttlM
Phillip Hollen
512 Wynridge Court
Madioon MS 50110
Montana
651 Kingfisher Avenue

Sheridan WY 8201
KltiA/azljl
WCIUCI
Henderson NV8901^
Now Jersey
Colleen Keenan Marshall Saunders

^5 Mullens Lane Bernardsville NJ 0792'1-2611
(908) 766 50^6 Princeton Junction NY 08550
Mrw Ynrk
I VI fx
15 Brush Place 616 Beach 66 Street

Quoons NY 11692
631 692 2760 917 287 8^26
North Carolina
Patrick Overby
Greensboro NC27408
910-215-578'1
Frank Mummolo David Johnson

^6-15 Frost Lane 1525 Oregon Pike Suite 702
215 79'1 3956 717 291 9191
Tim Rooney Bill Skinner

1525 Oregon Pike Suite 70; ^1FInnr
iwr
570 517 7100
Tennessee
Steve Pitcairn
^3 Darlington Cove
Tf>v -ae:
Michael Rager
Fort Worth TX 76135

713-201 5550
Utati
Doug Dredge
1102 Dover St
Kaysvillo, UT 81037
\/|r|nniTl
If II mi iTci
7700 Bridle Path Lane

McLean VA 22102
Washington
Greg Anderson
Wisconsin
Todd Ihrcke Cort Howard

1687 Friess Lake Road 1^0 Science Drive
Hubertus Wl 55033
262-628-0113
1360 Dallman Lane

Shawano WI 51166
business coaching
EXHIBIT M
To
BUSINESS COACH
TRAINING SCHEDULE AND TRAINERS

TRAINERS
The following individuals are the trainers who rotate to conduct the subjects in the Franchisee Training and
I Employee Business Coach
ActionCOACH
Top 100 Business
Coach Ranking
since
Bradley Sugars Item 2 of the Disclosure Document discusses Mr Sugars experience
2005 - Sprinter Award 2006 - New

Every month since May Zealand Coaches Choice Award 2007 -
Andrew Johnston Apr-05
2008 ActionMAN 2013 - Most Improved Coach
(Regional)
2008 - Coach of the Year (Regional)

ActionMAN (Global) 2009 - Coach of the
Every month since May
Bruce Campbell Apr-05 Year (Regional and Global) 2010 - Coach
2008
of the Year (Regional and Global) 2012 -
ActionMAN and Hall of Fame (Global)
2003 - Team Player (New Zealand) 2004 -

Coaches Choice (New Zealand) 2005 -
Coaches Choice (Global) 2006 - Neil
Aug 2011 Dec 2011
Sinclair Award (New Zealand) 2007 -
Bruce Wilson Apr-99 Jul 2012 Oct 2012 and
Team Coach (Regional) 2008 - Hall of
Dec 2012
Fame Team Coach (Regional) 2009 -
Coaches' Choice (Global), Chairman s
Club Team Player Coach of the Year
2004 - Team Player (State) ActionMAN

(Regional) 2005 - Team Player (Regional)
2006 - ActionMAN (Regional) Best Group
Every month since May Coaching (Global) 2008 - ActionMAN
2008 (except January (Global) 2009 - Coaches Choice
Chuck Kocher Sep-02
February and March of (Regional) 2010 Coaches'Choice
2011) (Global) 2011 - Hall of Fame (Global)
2012 - Executive Coach (Regional)
Abundance Coach (Regional) 2013 -
MasterCOACH (Regional)
EXHIBIT N
To
BUSINESS COACH
OPERATIONS MANUAL - TABLE OF CONTENTS

Please note that as of the Issuance Date of this Disclosure Document. ACNA has completely
implemented an online WIKI format version of the Manuals and no longer issues written Manuals
1 4 Week Foundation Program
11 Intention of the 4 Week Foundation Program

12 Foundation Prooram Chiecklist
2 Coaching
21 Start a New Client

22 First 6 Weeks of Coaching
23 13 Week Coachino Cycle
24 6 Steos - Mastery
25 6 Steos - Niche
26 6 Steos - Leverage
27 6 Steos - Team
28 6 Steos - Synergy and Results
29 Coachino Tools
21 KPIs
2 11 Coaching Challenges
212 PlanninoCLUB
2 13 GrowthCLUB
2 14 BusinessRICH
2 15 FinanceRICH
216 TimeRICH
217 SeminarCLUB
2 18 6 Steos Workshop
2 19 5 Ways
2^ BookCLUB and DVDCLUB
2 21 ActionCLUB
2 22 ProfltCLUB
2 23 Master Mentors
2 24 Secunng a Sponsor Webinar
3 Firm
31 People
32 Roles and Responsibilities
33 Recruiting
34 Training
35 90 Day Coach Foundation Program
36 Conferences
37 Operations
3^ Office
39 Technology
31 Communication
311 Financials
312 Policies
313 Legal
314 Marketing
3 15 Stock List
3 16 Firm Marketing
317 Standards
3 18 Brand Management
3 19 Planning and Reporting
32 Goals
3 21 Planning
3 22 Reporting
3 23 Standard Forms
4 MasterCOACH
41 Coactiing Agreements
42 Monthly Reporting
43 Event Approval
44 Marketing and Promoting
45 Fees
46 Management and Administration
47 Minimum Standards
48 Removal
5 Sales
51 13 Step Process Overview

52 Step 1 Build a Database
53 Step 2 Direct Mail
54 Steps 3 to 11 Steps Leading to Diagnostic
55 Step 12 Diagnostic
56 Improving vour Sales Skills
57 Scripts
6 Coaching for a Cause
61 Welcome Book
62 Introduction
63 Steps Involved
64 Sales Letter
65 Program Outline
66 5 Wavs for Non-Profits
67 Approved PR Templates
68 Fact Sheet
69 Q&A with Brad Sugars
61 Structure of Regiona Boards
6 11 Agreement Form
6 12 Coaching for a Cause Official Presentation at Global
6 13 Recommended Reading
6 14 Coaches Share their Non-Profit Exoenence
Instructions for Registering and Promotibg a Cause in the
615 website
6 16 Coaching for a Cause Website Training Webinar
6 17 Coaching for a Cause Interview with Brad Sugars
6 18 Using a Pro Bono Coaching to Grow vour Business
6 19 Coaching for a Cause Webinars
I 7 Marketing
71 ActionCOACH Marketing Rules of the Game

72 ActionCOACH Marketing Policies and Procedures
73 Resources
74 Marketing Strategies
75 Advertising and General Marketing
76 Public Relations
77 Webinars Media
8 Marketing Media
8_1 5 Ways
L2 6 Steps
83 ActionCLUB
84 Business Excellence Forum
85 BusinessRICH
86 Coach Level Certificates
87 Continuation Education Credits - NASBA
88 French Materials
^ GrowthCLUB
81 Leverage Game Nights
811 PlanningCLUB
812 ProfitCLUB
813 SeminarCLUB
8 14 Sporting Fivers
8 15 Take the Field
816 Testimonials
8 17 Tickets / Gift Certificates / Vouchers
9 ActionMEDIA
91 Weekly Training Conference Calls

92 Coaching
93 Workshops and Seminars
94 CD of the Month
95 Firm Training
96 Strategic Partnerships
97 Business Excellence Awards
98 ML Media
99 Resources and How To Videos
91 Books
9 11 Conference Videos
10 II
101 Email
102 FAQs
103 ActionHELP
10 4 Infrastructure
10 5 Passwords
106 Web Sites
107 CRM
U ActionMEMBERS
11 1 About ActionMEMBERS
11 2 ActionHELP
11 3 Matn Arena
11 4 Home Run
11 5 Notice Board
11 6 Game Plan
11 7 Plavbook
11 8 Scouting
11 9 Scorecard
11 1 Locker Room
11 11 Administration
12 ActionCOACH CRM
12 1 Wtiat IS your ActionCOACH CRM

122 What IS the Web Site
12 3 How can I contact WSI for Support / Training
12 4 Coach Ben Fewtrell - Training Videos
12 5 How CRM can work with vour daily KPI s
13 ExecutiveCOACH
13 1 "IN' the ExecutiveCOACH Business

13 2 Fit 4 Action Tools
13 3 The Executive Coaching Process
13 4 The Executive Coaching Skills and Technioues
13 5 Providing and Calculating ROI with Executive Coaching
13 7 "ON" the ExecutiveCOACH Business
14 Master Licensee Manual
141 Accounting
14 2 Business
14 3 Marketing
14 4 Coaching
14 5 Compliance
146 Legal
147 Sales
14 8 Training
Manual I • Initial Trnming—Getting Into Your Action Business
Contents- Page Numbei-
+-0 Ptupose Of Initial Training
2 0 — 0\ cmcw
Stx Week^dc'ftow Plan -%
The E Myth Questionnaue -6
The Competitive Edge Questionnaii e
The Instant Cashflow Questionnaire -6
The Cash, Customers And Ads That Sell Questionnaire
The Complete Guide To Coaching At Work Questionnaire
The Great Sales Book Questionnaire
Setting Up yom Action Busuiess
Your Initial Training Six Weekvlcftow Plan
4^ The E Myth Questionnaire -9

4-4 Over\'iew -9
4-2 Knowledge Assessment -9
4^ Detail Required -9
T4- Tuning -9
44- Final -9
4-6- Acicnowledgment -9
4-7- The Questionnaire -W
4^ The Competitive Edge Questionnaire -42

44- Over\iew -42
42- Knowledge Assessment -42
44- Detail Requucd -42
44- Timing -42
44- Final— -42
44 Aoknowledgment -42
4-7 The Questionnaire -42
6-9 Instant Coshflow Questionnaire -92

64- Over\'iew -92
64 Detail Requued -42
64 Tuning -92
64- Final -92
6-6 Acluiowledgment -92
-94
7-G Gash, Customers And Ads Tliat Sell 442

74- Qvorview^ -442
74 Detoil Required 442
7-4 Tuning 442
74- Final -442
7-6 Aoknowledgment -442
7-7 The Questionnaire -442
44- The Complete Guide To Coaching At Woik Questionnaire 442

4-i Oven'iew -442
S-2 Knowledge Assessment -442
8-3 Detail Required -442
Manual 1 Continued Initial Training—Getting Into Your Action Business
Contents Page Numbei
§-4 Timmg 145

§-§ pHial 145
8-6 Aclcnowledgnient 145
8-5 The Questionnaire 145
9-0 The Great Sales Book Questionnaire

9-4 Overview 156
9-3 Knowledge Assessment 156
9-3 Detail Required 1-36
95 Tinting 156
95 Ffflftl 156
9-6 Aclcnowledgnient 156
9-5 The Questionnaire 136
40-0 Setting Up Your Action Business 150

-105 Overview 150
40-3 TiadingName 150
40-3 Your Contact Details 150
40-4 Computer System 155
40-5 Insurance 453
-10-6 Setting Up Payment Options 153
405 Your Image 153
Manuol 2 Kickstart Getting Your Business lato Action
Contonts Page Nuinber
4-9 Purpose Of Kickstart 4
3-0 Setting Up Your Business §

3-4 Telephone Setup &
3-3 Internet And E mail Access 6

3-4 Netwoik E Pay (Credit Card Processing) 6
3-5 Flexipay 3
3-9 Business Cards And Letterhead 3
3-3 Postal Accounts 3
3-8 Bindeis And Binding Machines 8
3-9 Ordenng From ActionCOACH s Head Office 8
3-4-0 If You AJO Unsuic Who To Contact 8
3-4-4 Business Banlc Account 9
3-9 Marketuig Setup 49

3-4 Reseaich Netwoik Groups 4^
33 Yellow Pages Database 4-9
3-3 Database Purchase 44
3-4 Media Relationslup 43
3-5 Reseaich Preferred Maiketing Strategies 43
3-9 Reseaich Direct Mail 43
3-3 Centi es Of Influence 43
4-3 Computer Setup 44

4-4 Your Computer 44
4-3 Softwaie 44
43 Printei 44
4-4 Knowledge 4-5
9-9 Critical Learning 49
93 Additional Learning 33
9-4 Review Action Internet Site 33
9-3 Intioduoe Yourself To Other Coaches 33
9-3 Aligmnent Class 33
99 Buddy Dp On Cold Calls 49

9-9 Leverage Board Game 49
9-3 Your Strengths 49
3-9 90 Day Plan 43

—The Clients You Want 43
no 4'>
-7 -2
n A
n c
T• J LcuOh lO ruCc-lo f-uce A'\
'ij
39——How to Generate Leads 44
8-9 Conclusion 93
Manual 3 Marketing Building Your Enquiry Funnel
Contents PaeeNumbei-
4-^ What Is Marketing ?

4-1 Marketing The ACTION Way ?
4-3 Keys to Yom Success 8
3-0 Diieot Mail 44

34 Identifying Your Target Market 44
3-3 Preparing Your Mailing List 44
3-3 Direct Mail Letter 46
3-4 Follow Up Scnpt 48
3-0 Telemarketing 40
3-1 Advertise Foi Your Tolomarketuig Company 49
3^ Inter\'iew Process 40
3-3 Setting Goals 30
34 Pnor to Commencement 30
33 Telemarketer 34
3-6 Follow Up for Coach
4-0 Free Semmai 33

4-4 Select Target Market 33
4-3 Select Geograpluc Ai en 34
4-3 Set Dates And Book Your Venue 36
44 Obtain Sponsors 36
4-6 Promoting The Seimnar 33
4-6 Talce Bookmgs 33
4-3 Conflnnation 34
4-0 Conduct Seminar 36

4-40 Post Seminar Sales Process 30
444 Sales Mooting Booked 44
4-43 No To Sales Meeting 43
4-43 Complete Sales Process 46
4-44 Final Note 46
6-0 Leverage Nights 43

6-4 Select Target Market 43
6-3 Select Geographic At ea 48
33 Set Dates And Book Your Venue 40
6-4 Promoting The Leverage Night 60
6-6 Take Bookmgs 64
6-6 Confirmation 54
33 Confirm Booking On The Day Of Your Leverage Night 63
6-0 Final Note 66
6-0 Unaddicssed Mailers 63

6-4 Prepare Mail Lists 63
68
6-3 Prospects telephones coach 60
6-4 Qualify' Your Prospect 60
6-6 Set an appointment 60
6-6 Send out let 60
63 Telephone prospect, and 60
Manual 3 Continued Marketing Building Your Enquiry Funnel
Contents Page Number
6-8 Attend solos appointment §9
7-9 Networking 60
7-t Obtain Contacts 60
7-2 Send letter with a gift cheque 60
7-3 Qualifi' the prospect 60
7-4 Set an appointment 60
7-6 Send out kit, 60
7-6 Telephone prospect, and 6k
7^7 Attend sales appointment 6k
8^ Cold Calling 62
8-1 Identify Prospect 62
8-2 Send Letter 62
8-3 The cold call visit 62
8-4 The ongoing contact 63-
9-0 Advertising & General Marketing 64

94 Local Newspapei Advertising 64
9-2 Daily Newspaper Advertising 66
9-3 Television 66
9-4 Radio Advertising 66
9-S Magazine Advertising 67
9-6 Trade Journal Advertising 67
9-7 Industry Newsletter Ads 68
9-8 School Nev\ slctter Ads 68
99 Inserts 69
9-k0 Press Releases 70
944 Letterbox Flyers 7k
94-2 Sidewalk Handbills 72
9-4-3 Catalogues 72
9-44 Brochures 72
9-k§ Yellow Pages 74
9-46 White Pages 76
947 Other Directories 76
9-48 Barter/Trade Exchanges 76
94-9 Buy Database Lists 77
9-20 Direct Mail 78
9-24 Piggy Back Invoice Mailings 79
922 Fax Outs 79
923 Billboards,Fosters 80
9-24 Shop A Dockets 80
926 Taxi Backs 80
926 Cinema Advertising 84
927 Sponsorships 82
928 Post Card Mailings 82
929 IntemetAVeb Pages 82
920 Building Signage 82
9-24 Car Signage 84
922 In Store & Sidewallc Signage 84
923 Window Displays 86
924 Shopping Centre Piomotions 86
10
Manual 3 Continued Markcting Building Your Enquiry' Funnel
Contonta- Page Numbef
9-35 Cieate An Industry Newsletter -85

9-35 Stickers & Tags -83
943 Fudge Magnets -83
948 Named Promotional Gifts -88
9-39 Blimps, Plane Banneis & Slc>witing -88
9-40 Business Cards -89
9-44 Netvi'orking Functions -89
9-43 Salespeople & Cold Calling -90
9-43 Telemarketing -90
9-44 Competitions -93
9-45 Host Beneficiary -93
-93
9-43 Write A Book -93
9-48 Seminars & Events -94
949 Trade Showt -95
9-50 Open Days & Sign On Days -95
9-54 Party Plan -95
9-53 Nem'ork Maiketmg -93
9-53 Maiket Day's -93
9-54 Location -98
9-55 Trade Longei/Different Hours -98
-99
40-0 Radio & PR ^'Vrticies 440

404 Radio Shows 400
40-3 Press Release articles 444
44-0 Your Documents 403
11
Manual 4 Converting Your Enquii-y
Contonts ^ Page Number
4-0 Sales S
34 General Theory &

3-3 DISC Under Pressure 6
3-3 High I Personalities 6
3-4 High D Personalities W
3-§ High S Personalities 14
3-6 High C Personalities 1-9
3-0 Sales Processes 33

34 Telephone Contact With Potential Clients 36
3-3 Sales Meeting Booked 33
34 Send Kit 33
3-4 Steps For Building Rapport 36
3-§ Busmess Diagnostic 3?
3-6 Finding The Hot Buttons 49
3-7 No To Sales Meeting 36
3-8 Closing The Sale 60
3-9 Client Proposals 63
4-0 Scale OF Investment 66

4-4 Scale Of Investment Form For A Smaller Business 67
4-3 Scale Of Investment Fonn For A Larger Business 68
3-0 Products Available From ActionCOACH 69

3-4 Internal Product Order Fonn 69
3-3 ActionCOACH Book List 74-
3-3 ActionCOACH Instant Products Older Fonn 73
6-0 Youi Documents 73
12
Manual 5
Contents— Page Numbe^
4-0 The Alignment Procoos Explained -4

4-4 The two alignment options available -4
What IS the alignment proces
4-3 Purpose of the alignment process -6
4-4 When to do an alignment
4-§ Who IS in\'oived in doing the alignment process
4-6 What to charge for an alignment— -0
4-? When not to conduct an alignment -40
3-0- Overvaevv Of The Steps Involved -4+

3-4 Alignment Pa^roent Received Lets Start -44
n1 Coaches Coaoh i\ro They Availability -t3
3-3- Confirm Alignment Consultation Dates & Times -40
QrA- Send Youi Client Their Aligmnenl K.il -44
a-s- Client's Information Returned—Lets Review It -44
3-6 Send Your Alignment Kit To The Coaches Coach 44
3-3 Book A Conleieneo Call Between You, Your Client & Your Coach 44
3-0 Review Youi Clients Information In Detail 44
340 Conducting The Alignment—It's Time -44

3-4-4 Building The Aligmnent Report 44
3-43 The Post Alignment Process 44
3-43 Appointment With Your Client To Deliver Then Report -33
-44 Mentor Was Sold—Pick Up Payment -33
3-43 Mentor Was Not Sold
-46 Challenges -33
3-0- Coaclnng Process Flowcharted •43
40- Documents Letteis Fonns and Senpts Explained -33

4A —Letter—Congiatulations For Starting Alignment Process 33
A V-'UllIll III-/VU^lUllCMl "L'UIC ....
OO
• • -i©
A 1 7J 11
1 'I '\n
Ji
A1 SJ •30
JO
A C. A 1
—1 lie rYiigiuiiCiu vûe*itiumiuLi<g • • •• 4 i
\ 7 AQ
A Q AC\
'O J rv/' IxCpUl t
10 S1
440-—Document End Note 33
: Table -43
6-0- Documents Used -44
13
Contents - PaeeNuiTtbef
4-0 What Is Coaching^ S

4-4 Coaching The ACTION Way -4
4-3 You're Coaching Not Consulting -4
4-3 You re Coaching Not Training Or Are You*^ -6
4-4 The Olympic SwiiTuning Coach -4
3-0 The Purpose Of Coaching Your Client

3-1- increase Your Client s Income
3-3- Increase Your Client s Available Time
34- Make Your Client's Team Moie Viable -9
34- Increase You Client's Choices -40
3-4- Get Your Client A Result -44
3-0- Whon To Coach ;\ncl When Not To Coach 44

34- Four Reasons Not To Coach A Client -44
44- Two Reasons To Coach This Client -44
3-3 Alternatives To The 12 Month Coaching Program -44
4-0 Oveiview Of The Steps Involved -34

4-4 Contract Signed -44
4-4- Coaching Kit Sent -44
44- Coaching Your Client Month 1 -43
4-5 Coaching Your Client Month 6 -43
4-6- Coaching Your Client Month 9 -43
44- Month 12—The End Or The Boginnuig'^ -43
5-0 The Coaching Steps In Detail -40

54- Contractual Processes -40
5-3 Initial Coaching Kit Process -44
5-6- Coaching Your Client Month 9 -44
54- Month 12—The End Oi The Beginning? -46
^-0 Loosing Coaching Clients & How To Avoid It -43

6-4 The Critical 3 Month Stage -43
64 The Client's Getting No Peicoived Results -50
6-3 The Client Has No Money To Conhnuo -53
64 It's Too Hard They Don't Have Time Or They're Too Busy -53
65 Your Not Being The Coach -53
66- You Have Liinited Knowledge -54
63- You Are Too Ridged -54
-55
69- You Are Scored -56
44- Increasing Your Income From Coaching -54

3-4 Gain Confidence -54
43 Gam Knowledge -53
44- Group Coaching Sessions -53
3-4- Increasing Time Towaid The End -60
45- Sell Other Items During The 12 Month Mentor Program -60
14
MnnunI 6 Continued
Contcnta PagoNumbef
7-6 Sell A Lead In Proccas 60
8-0 Support And Where To Get It 68

8-4 Other ACTION Coaches 68
8-2 Your Master Franchisee 64
8-3 The ACTION Members' Directoiy 64
8-4 Books & Video Progiams 68
8^ YOU] ACTION Coaoh 68
8-6 ActionCOACH Head Office 66
9-0 Documents, Letters & Fonns Explained 67

9-1 Contiact—Mentor Progroin 67
9-3 Banlt Autltonty 67
9-3 Credit Card Authoiity 67
94 Welcome Fax Mentor 68
94 Weekly ACTION Schedule 68
-10-0 Document Table 69
PLEASE NOTE—ActionCOACH currently provides the Manuals in electronic fonnat thiough its
ActionMEMBERS system ActionCOACH is currently in the process of transitioning the Manuals to a
wild based system, where content will be stored m a relational database management system
15
EXHIBIT O
To
BUSINESS COACH
COMMUNICATIONS SYSTEM SPECIFICATIONS

Communications System Specifications
Hardware Requirements
Intel or AMD-based system capable at a minimum of running Microsoft Windows XP7

o Altematively Macintosh system capable of running the latest version of MacOS
o Desktop laptop or tablet depending on your preference
External USB hard drive - 500 GB or larger for document backups
o For convenience choose a drive that offers a one-touch" backup solution
o For complete protection obtain multiple drives Get in the habit of (at least monthly)
storing a complete backup of your computer off-site in a safe deposit box or
equivalent secure location
Surge protector
o For complete protection purchase an uninterruptible power supply (or UPS)
Software Reouirements
Microsoft Office 2007 (or 2008 for Mac)

o Standard edition or better - must contain PowerPoint
Adobe Reader vB or better (free download from htto //www adobe com)
Adobe Acrobat creation utility
o There are freeware utilities available that do this without requiring purchase of the full
Adobe Acrobat application See htto //www primopdf com
QuickBooks (recommended) or equivalent business finance software
Anti-Virus software
Web browser
o Mozilla Firefox 2 or better is recommended (free download from
htto //www oetfirefox com)
o Intemet Explorer 6 or better is acceptable but discouraged
• IE7 under Windows Vista is known to cause problems with some
ActionCOACH websites such as webmail and is not supported
o Opera and Safan are NOT SUPPORTED Skype
(recommended) or other instant messenger service
Telecommunication Reouirements
Minimum of two office phone lines and one dedicated fax line*
o VoIP providers such as Vonage, which can accommodate these requirements are
acceptable
Broadband connectivity minimum of 768kb/s download speed and 384 kb/s upload speed is
recommended but not required as download speed is generally limited by geographical
restnctions
Plain paper fax machine (high paper capacity preferred)
o Altematively an online fax service such as eFax is acceptable In this case it would
not be necessary to obtain a dedicated fax line
{You Date, Sign, and Keep This Copy}
RECEIPT
information m plain language Read this disclosure document and all agreements carefully
If we or ActionCOACH North America Inc ( AGNA ) offer you a franchise we or ACNA must provide this
If we or AGNA do not deliver this disclosure document on time or if it contains a false or misleading
Exhibit I Our Franchisor is ActionCOACH North Amenca LLC at 5781 S Fort Apache Rd Las
Vegas NV 89148 tel no 888-483 2828 ACNA s agents for service of process if any are listed in
Exhibit I
The franchise seller for this offering is
Antonio BraceCornelius Williams Nicholas Dove

Kane Millspaugh
Issuance date
1 have received a Franchise Disclosure Document dated March 28

44—2043 which included the following exhibits Exhibit A The FIRM - Business Coach
Agreement Exhibit B(1)-(B2) The Practice (5 Year and Premium) Business Coach Franchise
Agreement Exhibit C State- Required Addenda to Franchise Agreement Exhibit D Nominated
Business Coach Agreement Exhibit E Nondisclosure and Noncompete Agreement Exhibit F Release
Exhibit G Compliance Questionnaire Exhibit H Additional State-Required Information Exhibit I
State Regulatory Authorities and Registered Agents in Certain States Exhibit J Business Coaches as
of December 31 20132 Exhibit K Business Coaches who left the system dunng the fiscal year
ending December 31 20132, Exhibit L Financial Statements Exhibit M Training Schedule Exhibit N
Operations Manual Table of Contents and Exhibit O Communications System Specifications
entirety
Date Signed
Print Name
{You Date, Sign, and Give Us This Copy}
RECEIPT
If we or ActionCOACH North America, Inc ( ACNA°) offer you a franchise we or ACNA must provide this
If we or ACNA do not deliver this disclosure document on time or if it contains a false or misleading
Exhibit I Our Franchisor is ActionCOACH North America LLC at 5781 S Fort Apache Rd Las
Vegas NV, 89148 tel no 888-483-2828 ACNA s agents for service of process if any are listed in
Exhibit I
The franchise seller for this offering is
Nicholas Dove
Kane Millspaugh
Issuance date
I have received a Franchise Disclosure Document dated March 28

44—2^43 which included the following exhibits Exhibit A The FIRM - Business Coach
Agreement Exhibit B(1)-(B2) The Practice (5 Year and Premium) Business Coach Franchise
Agreement Exhibit C State- Required Addenda to Franchise Agreement Exhibit D Nominated
Business Coach Agreement Exhibit E Nondisclosure and Noncompete Agreement, Exhibit F Release
Exhibit G Compliance Questionnaire Exhibit H Additional State-Required Information Exhibit I
State Regulatory Authorities and Registered Agents in Certain States Exhibit J Business Coaches as
of December 31 201^ Exhibit K Business Coaches who left the system dunng the fiscal year
ending December 31 20132 Exhibit L Financial Statements, Exhibit M Training Schedule Exhibit N
Operations Manual Table of Contents and Exhibit O Communications System Specifications
entirety
Date Signed
Print Name

Action Coach 2013 PDF

Uploaded by

Copyright:

Available Formats

Action Coach 2013 PDF

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Action Coach 2013 PDF

Uploaded by

Copyright:

Available Formats

ActionCOACH business coaching

FRANCHISE DISCLOSURE DOCUMENT

NOMINATED BUSINESS COACH AGREEMENT

Business Coach FDD-09/12

NOMINATED BUSINESS COACH

Nominated Business Coach Agreement -09/12

The parties agree as follows

APPOINTMENT AND AUTHORITY

FRANCHISE OWNER'S OBLIGATIONS

31 Franchise Owner shall

(b) NBCs acts omissions or activities in the delivery of the Coaching

(a) NBC agrees to be personally bound by all provisions of the Franchise

(b) NBC agrees that he or she must not

(ii) appropriate copy memorize or in any manner reproduce

(d) Nothing in this Section 4 2 is intended to impose an obligation on NBC to

(e) NBC specifically acknowledges that

(ii) Franchise Owner Master Licensee Franchisor and Licensor

(ill) these remedies are in addition to any other remedies available

43 Compliance with Manuals

NBC'S OBLIGATIONS ON TERMINATION

52 Confidentiality and Non-Competition

(c) a previous waiver by Master Licensee of a particular breach or

(d) an attempt by Master Licensee to mitigate damages

If any provision of this Agreement is determined to be void or unenforceable by any court or

Printed Name SIGNED

Printed Name SIGNED

NBC - [Name of Nominated Business Coacti]

Printed Name SIGNED

MASTER LICENSEE - [Name of Master Licensee]

Printed Name SIGNED

FRANCHISE DISCLOSURE DOCUMENT

NONDISCLOSURE AND NONCOMPETE AGREEMENT

This Agreement is entered into on [Date] between [Name of Franchisee] (referred to as we us

(a) Own operate engage in be employed by act as a consultant to provide

(b) Divert or attempt to divert any clients or prospective clients to any

11 This IS not an employment agreement Nothing in this Agreement creates or should be

Printed Name Printed Name

FRANCHISE DISCLOSURE DOCUMENT

Business Coach FDD - 03/13

THIS RELEASE is executed on [date] by [Name of Franchise Owner] ( Franchisee ) as an express

between [Name of Master Licensee] ( Master Licensee ) and Franchisee

1 Release by Franchisee Franchisee for himself/itself and his/its heirs personal

directors shareholders members, parents subsidiaries affiliates, agents employees attorneys

action of \«hatever nature known or unknown suspected or unsuspected vested or contingent

under Section 1 above

5 Complete defense Franchisee (i) acknowledges that this Release shall be a

6 Authorization The person who executes this Release on behalf of Franchisee

successors assigns heirs and personal representatives of Franchisee

FRANCHISE DISCLOSURE DOCUMENT

Business Coach FDD - 03 13

Approximate date of first meeting

Which of our representative{s) have you been dealing with?

Yes No If yes on what date?

Do you understand all of the information contained in the FDD?

7 Do you understand all of the terms of the Agreement"?

if yes name and profession of advisor

If No do you wish to have more time to do so?

10 In Item 19 of the FDD we have provided a histoncal financial performance representation We

The revenue that a Business Coach franchise will generate?