UFOC

The original documents were scanned as an image. The original file can be downloaded at the link above.

Sample UFOC

and Sports Memories"

FRANCHISE OFFERING CIRCULAR

THE SPORTS SECTION, INC.

A Georgia Corporation

2150 Boggs Road, Suite 200

Duluth, Georgia 30096

(678) 740-0800 www.sports-section.com

The franchisee will operate a business that promotes, markets and sells specialty photographic products to individuals and groups that participate in youth sports and social and school events.

We offer four different franchise plans. The initial franchise fees range as follows: $12,900 for Plan 4, $18,900 for Plan 3, $25,900 for Plan 2, or $33,900 for Plan 1, depending on the franchise plan you select. The estimated initial investment required for a Plan 1, 2, 3 or 4 franchise ranges from $24,650 (Plan 4) to $61,550 (Plan 1). If you participate in our TSS Express Program for event photography, your initial fees to participate will range between an additional $8,000 - $18,000 or more for, among other things, equipment, training fees, software license fees and technical support. See Item 7, Note 14 of this Offering Circular for more information on the TSS Express Program. Items 5 and 7 of this Offering Circular describe these amounts in detail.

Risk Factors:

1. THE FRANCHISE AGREEMENT STATES THAT YOU MUST ARBITRATE (OR UNDER CERTAIN CIRCUMSTANCES TO LITIGATE) WITH US ONLY IN ATLANTA, GEORGIA. OUT OF STATE ARBITRATION OR LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO ARBITRATE OR LITIGATE WITH US IN GEORGIA THAN IN YOUR HOME STATE. THIS REQUIREMENT MAY NOT BE ENFORCEABLE IN YOUR STATE. SEE THE ADDENDUM TO OUR FRANCHISE AGREEMENT.

2. THE FRANCHISE AGREEMENT STATES THAT GEORGIA LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS. THIS REQUIREMENT MAY NOT BE ENFORCEABLE IN YOUR STATE. SEE THE ADDENDUM TO OUR FRANCHISE AGREEMENT.

3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information comparing franchisors is available. Call the state administrators listed in Exhibit A or your public library for sources of information.

Registration of this franchise by a state does not mean that the state recommends it or has verified the information in this Offering Circular. If you learn that anything in the Offering Circular is untrue, contact the Federal Trade Commission and the state authority listed in Exhibit A.

SS/UFOC/CORP\4445830^ULiSliL4/090S

You may have elected to receive an electronic copy of this Offering Circular. If so, you should print or download this Offering Circular for future reference. You have the right to receive a paper copy of this Offering Circular up until your purchase of a franchise. To obtain a paper copy, write to us at 2150 Boggs Road, Suite 200, Duluth, Georgia 30096, or call us at (800) 321-9127.

The date of issuance of this Offering Circular is ~~August 31 ,~~September .30, 2005. The effective dates of this Offering Circular for certain states are listed on Attachment 1 following this page.

SS/UFOC/CORPVH 45830.31115830.4/0905

Attachment 1

The effective date of registration and the issuance dates of this Offering Circular or exemption in the registration or non-registration states listed below are:

State	Effective Date
California
Florida (exemption)
Hawaii
Illinois
Indiana
Maryland
Michigan	September 1,2005
Minnesota
New York
North Dakota
Rhode Island
South Dakota	September 28. 2005
Utah (exemption)	July 26, 2005
Virginia
Washington
Wisconsin

SS/UFOC/CORPYH4583Q3I1158304/0905

INFORMATION FOR RESIDENTS OF THE STATE OF MICHIGAN

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.

(A) A PROHIBITION OF THE RIGHT OF A FRANCHISEE TO JOIN AN ASSOCIATION OF FRANCHISEES.

(B) A REQUIREMENT THAT A FRANCHISEE ASSENT TO A RELEASE, ASSIGNMENT, NOVATION, WAIVER, OR ESTOPPEL WHICH DEPRIVES A FRANCHISEE OF RIGHTS AND PROTECTIONS PROVIDED IN THIS ACT. 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 PRIOR 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, WHICH IN NO EVENT NEED BE MORE THAN 30 DAYS, TO CURE EACH 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 FRANCHISEE'S INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS. PERSONALIZED MATERIALS WHICH HAVE NO VALUE TO THE FRANCHISOR AND INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS 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 PROHD3ITED 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 EXPmATION OF THE FRANCHISE OR THE FRANCHISEE DOES NOT RECEIVE AT LEAST 6 MONTHS 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 REQUIRING THAT ARBITRATION OR LITIGATION BE CONDUCTED OUTSIDE THIS STATE. THIS SHALL NOT PRECLUDE THE FRANCHISEE FROM ENTERING INTO AN AGREEMENT, AT THE TIME OF ARBITRATION, TO CONDUCT ARBITRATION AT A LOCATION OUTSIDE THIS STATE.

(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 RIGHT OF

-1 -

SS/UFOC/CORPYH4-5&m31115m4/0905

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 QUALIFICATION OR STANDARDS.

(ii) THE FACT THAT THE PROPOSED TRANSFEREE IS A COMPETITOR OF THE FRANCHISOR OR SUBFRANCHISOR.

(iii) THE UNWILLINGNESS OF THE PROPOSED TRANSFEREE TO AGREE IN WRITING 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 IDENTIFIED WITH THE FRANCHISOR. THIS SUBDIVISION DOES NOT PROHD3IT 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 RIGHT 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 OBLIGATIONS 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 SHOULD BE DIRECTED TO THE DEPARTMENT OF THE ATTORNEY GENERAL'S OFFICE, CONSUMER PROTECTION DIVISION, ATTN. FRANCHISE SECTION, 670 LAW BUILDING, 525 W. OTTAWA STREET, LANSING, MICHIGAN 48913, 517-373-7117.

-2-

SS/UFOC/CORP\44448m31115S3L4/0905

Table of Contents

Item 1 THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES...................

Item 2 BUSINESS EXPERIENCE.................................................................................

Item 3 LITIGATION......................................................................................................

Item 4 BANKRUPTCY..................................................................................................

Item 5 INITIAL FRANCHISE FEE...............................................................................

Item 6 OTHER FEES.....................................................................................................

Item 7 INITIAL INVESTMENT....................................................................................

Item 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES..............

Item 9 FRANCHISEE'S OBLIGATIONS.....................................................................

Item 10 FINANCING.......................................................................................................

Item 11 FRANCHISOR'S OBLIGATIONS....................................................................

Item 12 TERRITORY.......................................................................................................

Item 13 TRADEMARKS.................................................................................................

Item 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION..............

Item 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF

THE FRANCHISED BUSINESS.......................................................................

Item 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL......................

Item 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

Item 18 PUBLIC FIGURES.............................................................................................

Item 19 EARNINGS CLAIMS.........................................................................................

Item 20 LIST OF OUTLETS............................................................................................

Item 21 FINANCIAL STATEMENTS.............................................................................

Item 22 CONTRACTS.....................................................................................................

Item 23 RECEIPT.............................................................................................................

State Addendum

Exhibits

A List of State Administrators and Agents for Service of Process

B Franchise Agreement

Schedule A to Franchise Agreement - Miscellaneous

Schedule B to Franchise Agreement - State Addendum

Schedule C to Franchise Agreement - Non-Solicitation and Non-Disclosure Agreement

Schedule D to Franchise Agreement - Franchise Plans

Schedule E to Franchise Agreement - Guaranty

Schedule F to Franchise Agreement - Telephone Listing Agreement

Schedule G to Franchise Agreement - Background Screening Authorization & Consent C-l List of Franchisees

C-2 Franchisees Who Have Left the System

D Financial Statements of Franchisor

E Statement of Prospective Franchisees

F List of Franchise Brokers

G Operations Manual Table of Contents

H Earnings Claim

I Finders Agreement

J Offering Circular Receipts

PAGE

..........1

..........3

..........5

..........6

..........7

..........8

.......11

.......15

.......17

.......19

.......25

.......28

.......30

.......31

.......34

.......35

.......38

.......39

Iteml THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

The Franchisor is The Sports Section, Inc. For ease of reference, this Offering Circular will refer to The Sports Section, Inc. as "we" or "us." We will refer to the person who buys a franchise from us, as well as the buyer's owners if the buyer is a corporation, partnership, limited liability company, or other entity, as "you." If you are a corporation, partnership, limited liability company, or other entity, certain provisions of our Franchise Agreement also apply to your owners. If a provision of the Franchise Agreement applies to your owners, we will note it.

We are a Georgia corporation incorporated on December 19, 1984. Our principal business address is 2150 Boggs Road, Suite 200, Duluth, Georgia 30096. We do business under the names "The Sports Section" and "TSS Photography." We do not do business under any other names. We first began offering and selling franchises in February 1985. Our agents for service of process are disclosed in Exhibit A.

Our Predecessors and Affiliates

Before we were incorporated, R. Daniel Burgner and Carl Hansson, our principal officers and only directors, conducted the business as a sole proprietorship known as "The Sports Section" (the "Predecessor"). The Predecessor began offering specialty photographic products for sale to the public in 1983. The Predecessor also entered into a limited number of license agreements during 1983, which gave others the right to market and promote those photographic products.

Mr. Burgner and Mr. Hansson formed B&H Products, Inc., a Georgia corporation (the "Parent Corporation") in March 1983. The Parent Corporation was responsible for processing and developing film into specialty products the Predecessor sold. In December 1984, Mr. Burgner and Mr. Hansson decided to franchise the concept of a business that marketed photographic products primarily involving group and individual photos of athletic teams. As a result, Mr. Burgner and Mr. Hansson formed us, and all of the rights to the Predecessor's business concept and related intellectual property became our rights.

In 2004, the corporate name of the Parent Corporation was changed to TSS Photography, Inc. The Parent Corporation is our sole shareholder and Mr. Burgner and Mr. Hansson are the sole shareholders of the Parent Corporation. We and the Parent Corporation have the same principal business address.

We do not own any franchises; however, Mr. Burgner and Mr. Hansson previously operated a Sports Section franchise in Gainesville, Florida. Neither we, the Parent Corporation, nor the Predecessor have ever: (i) sold franchises in any other line of business; or (ii) conducted a business of the type described in this Offering Circular. Other than our Parent, we have no other affiliates.

Our Business

Our business consists of selling and servicing franchises to qualified individuals so that they may promote, market and sell specialty photographic products under the trade name "The Sports Section" to individuals and groups that participate in youth sports and special events (the "Franchised Business").

You must sign our standard form of Franchise Agreement (Exhibit B to this Offering Circular). Under the Franchise Agreement, you may promote, market and sell our products within an exclusive territory using our trade secrets, know-how and other proprietary and confidential information

-1 -

SS/UFOC/CORP\44458m5Jlli|3|L4/0905

(collectively, the "Proprietary Information"), our standards and specifications, and our trademarks and service marks (collectively, the "Marks"), all of which are intended to create, promote, and maintain a uniform image of high-quality products and services (collectively the "Franchisor's Methods"). We currently produce, with the Parent Corporation, more than 140 photographic products generated from image-capturing photographic equipment, like digital photography. Due to the growth of digital photography, we created a program which is available to our franchisees called the "TSS Express Program." The "TSS Express Program" (or "The Program") facilitates on-site photographing of sports and social events and other organized activities and the sale of these photographs through a limited product offering. By participating in the TSS Express Program, you enhance your revenue opportunities and help offset the seasonal effect of some aspects of the Franchised Business by marketing the products and your services to individuals and groups involved in a wide range of social events and organized activities rather than just sports. We also offer e-commerce sales of photographic products through customized websites, and we share the revenue we realize from these sales with the franchisee who generated the photographs. For purposes of this Offering Circular, "Products" refers to our specialty photographic products generated from digital files, digitally-produced photographic prints and other related products. You will market the Products and your services predominantly to youths and young adults. The Parent Corporation performs all processing and developing of Products for digital files, as well as the fulfillment of all e-commerce sales. We describe our Products on our Product price list (the "Product Price List"), which is available upon request and is also available throughJhe O. E. Software (see Item 11 of this Offering Circular for a description of this computer program).

We offer different franchise plans, which we refer to as "Plan 1," "Plan 2," "Plan 3," and "Plan 4." We often refer to a plan as a "Plan," or to the plans collectively as the "Plans." The Plans are based, in part, on population within your protected territory (your "Territory"). Plan 4 is available only in certain rural, non-metropolitan areas with a population no greater than 100,000. Schedule D to the Franchise Agreement describes in detail the elements of the Plans and the differences between them.

You and all of your officers, directors, owners and employees must undergo at your expense a comprehensive full service criminal background screening by a vendor of our choice. You must show us the results. This process may be conducted yearly without notice.

Competition

You will compete with other businesses that offer similar photographic services, including freelance photographers, studio owners and other photographic portrait specialists, who augment their current services by adding sports-related products. We believe our Products and the Franchisor's Methods will continue to remain unique and distinctive despite other parties' entries into the marketplace. In addition, there are numerous laboratories and film developing outlets that offer sports- related photographic products, and the use of digital photography at sporting events and social activities continues to grow significantly. As a result, you are likely to confront additional competitors that are capitalizing on the popularity of these types of products. For planning purposes, you should assume that the market for items like the Products, and for services like those you offer, is a mature market and that you will face significant competition.

Industry-Specific Laws

There are no regulations specific to the operation of a Sports Section franchise. However, you must comply with all statutes, regulations, ordinances, codes, case law, judgments, injunctions, and other laws, (collectively the "Laws") that apply to the operation of businesses in general. Consult your attorney about these Laws and the effect they may have on your Franchised Business.

SS/UFOC/CORP\444583&rM 115830.4/0905

The United States enacted the "Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001" (the "USA Patriot Act"). We are required to comply with the USA Patriot Act. To help us comply with the USA Patriot Act, we ask you in the Franchise Agreement to confirm for us that neither you nor your directors, officers, shareholders, partners, members, employees, or agents are suspected terrorists or persons associated with suspected terrorists or are under investigation by the U.S. government for criminal activity. You may review the Patriot Act and related regulations at http://www.treas.gov/

offices/enforcement/ofac/sanctions/terrorism.html.

Item 2 BUSINESS EXPERIENCE

President. Chief Operating Officer and Director: R. Daniel Burgner

Mr. Burgner created the Sports Section photography concept and sales strategy. He has been our President and a member of our Board of Directors since we were formed in December 1984. He has served as our Chief Operating Officer since January 1992. Mr. Burgner has also served as President and a member of the Board of Directors of the Parent Corporation since it was formed in March 1983. Mr. Burgner held similar positions in the Predecessor before its merger with the Parent Corporation. Mr. Burgner's positions with us, the Parent Corporation, and the Predecessor have been based in the Atlanta metropolitan area.

Chairman of the Board. Chief Executive Officer, Secretary and Treasurer: Carl E. Hansson

Mr. Hansson, creator of the Sports Section concept, has served as our Secretary and Treasurer since we were formed in December 1984. From December 1984 to January 1992, Mr. Hansson also served as a member of our Board of Directors and as Vice President. In January 1992, he was elected Chairman of the Board and appointed Chief Executive Officer, in addition to his other offices. Mr. Hansson has also held the positions of Vice President, Secretary-Treasurer and Director of the Parent Corporation since it was formed in March 1983. Mr. Hansson held similar positions in the Predecessor before its merger with the Parent Corporation. Mr. Hansson's positions with these companies have all been based in the Atlanta metropolitan area.

Vice President of Sales and Marketing: Joseph D. Lindenmayer

Mr. Lindenmayer was appointed our Vice President of Sales and Marketing in June 2000. From October 1995 to June 2000, he served as our Franchise Sales Director. Mr. Lindenmayer has been with us since 1993 and he operated a Sports Section franchise from 1994-1995.

Director of Sales Operations: Susan P. Rosseel

Ms. Rosseel joined us as Sales and Marketing Coordinator in December 1999. In June 2004, she was promoted to Director of Sales Operations. From April 2001 to May 2004, she served as our Sales Operations Manager. Ms. Rosseel served in accounts receivable and the catering office of the Atlanta Athletic Club from November 1998 to December 1999.

-3-

SS/UFOC/CORPVH45S3&31115830.4/0905

National Sales Manager: Eric A. Atkins

Mr. Atkins was appointed as our National Sales Manager in August 2005. From May 2003 to July 2005, Mr. Atkins served as our Senior Field Sales Representative. From May 2001 to May 2003, Mr. Atkins served as our Field Sales Representative. From May 1999 to December 2000, Mr. Atkins served as assistant golf professional for the Willow Run Golf Course in Sioux Falls, South Dakota.

Field Sales Representative: Phil Cox

Mr. Cox was appointed Field Sales Representative in March 2004. From August 2002 to June 2003, Mr. Cox served as an independent distributor for Horizon Foods in Smyrna, Georgia. From May 1996 to April 2002, he served as Store Manager for The Mattress Firm in Atlanta, Georgia.

Franchise Development Coordinator: Rene Purser

Ms. Purser joined us as Franchise Development Coordinator in July 2004. From February 2003 to January 2004, Ms. Purser served as a loan officer and customer service representative for Atlantic State Bank in Suwanee, Georgia. From July 2001 to August 2002, Ms. Purser served as an administrative assistant for GeoTrust, Inc. in Alpharetta, Georgia. From April 2000 to July 2001, Ms. Purser was a bartender for Dunwoody Tavern in Dunwoody, Georgia. From February 1999 to July 2000, she served as senior teller and a customer service representative for Wachovia Bank in Dunwoody, Georgia.

Franchise Development Director: Jan D. Rhodes

Mr. Rhodes joined us as our Franchise Development Director in May 2000. From August 1998 to May 2000, Mr. Rhodes served as a Vice President of Franchise Development for Inches-A-Weigh in Birmingham, Alabama. From August 1996 to August 1998, he served as Vice President of Franchise Development for The Dwyer Group in Waco, Texas.

Production Manager: Ted Mosley

Mr. Mosley has served as our Production Manager since August 2000. From February 1996 to July 2000, he served as a planning/packaging supervisor for Fuji Film in Greenwood, South Carolina.

Photo Program Manager: Jana R. Pittson

Ms. Pittson has served as our Photo Program Manager since August 2000. From August 1999 through July 2000, she served as our photo quality specialist. From May 1998 to August 1999, she was a freelance photographer and lab technician with 3DX in Suwanee, Georgia. She was a staff photographer with the Citrus County Chronicle in Crystal River, Florida from January 1993 to October 1998.

Franchise Buyer, Inc. d/b/a Franchise Buyer (Franchise Broker")

We use Franchise Buyer, Inc. ("Franchise Buyer") and its independent consultants as our franchise brokers. Franchise Buyer markets our franchise opportunity to prospective franchisees through electronic and print media. FranchiseBuyer refers our prospective franchisees to its independent consultants who provide franchise consulting services and referrals to us.

Franchise Buyer, Inc. is a New Hampshire corporation formed on December 21, 2004 and located in Portsmouth, New Hampshire. Franchise Buyer is a wholly-owned subsidiary of Franchise Solutions Inc., a Virginia corporation ("Franchise Solutions"). On January 31, 2005, Franchise Buyer acquired all

-4-

SS/UFOC/CORP\4445S3t31 115830.4/0905

of the assets of FranchiseBuyer LLC, a Delaware limited liability company formed July 8, 2002 ("FBL"), including all of FBL's contractual relationships with participating franchisors and independent contracts. Franchise Solutions also acquired all of the assets of FBL's parent - Franchise Solutions Corp., a Delaware corporation ("FSC"), on January 31, 2005. Franchise Buyer commenced business operations in February 2005, when it completed its acquisition of FBL. See Exhibit F to this Offering Circular for a list of Franchise Buyer's independent consultants.

Chairman: Michael W. Alston

Mr. Alston became Chairman of Franchise Buyer in December 2004. Mr. Alston has also served as Vice President/Corporate Development and New Ventures of Landmark Communications, Inc. ("Landmark") in Norfolk, Virginia since November 2004. Landmark is the parent of Franchise Solutions and, therefore, is an affiliate of Franchise Buyer. From March 1995 through October 2004, Mr. Alston served as General Manager, Interactive Media for The Virginian-Pilot (a unit of Landmark) in Norfolk, Virginia.

Sole Director, Vice President and Secretary: Guy R. Friddell, III

Mr. Friddell became the Sole Director, Vice President and Secretary of Franchise Buyer in December 2004. He also serves as Executive Vice President and General Counsel of Landmark in Norfolk, Virginia. He has served in that capacity for more than 5 years.

President: Matthew A. Alden

Matt Alden became President of Franchise Buyer and Franchise Solutions in February 2005, immediately following the acquisition of the FBL and FSC business and assets. Prior to that, Mr. Alden served as President and General Manager of FBL since its formation in July 2002, and as General Manager of FBL's parent company, FSC, since March 1995.

Vice President: Steven A. Olson

Mr. Olson became Vice President of Franchise Buyer in February 2005, immediately following Franchise Buyer's acquisition of FBL. Prior to that, Mr. Olson served as Vice President of FBL from September 2003 to January 31, 2005. From October 2000 through August 2003, Mr. Olson was the Director of Franchise Development of Molly Maid, Inc. in Ann Arbor, Michigan. From September 1998 though September 2000, he served in franchise sales for the Packaging Store, Inc. in Denver, Colorado.

Director of Franchisor Relations: Stephen Collins

Mr. Collins became Director of Franchisor Relations of Franchise Buyer in February 2005, immediately following Franchise Buyer's acquisition of FBL. From January 2004 to January 2005, he served as Consultant and Franchisor Relations for FSC in Portsmouth, New Hampshire. Prior to that, he served FSC as Program Director - Franchise Buyer Resales from January 2004 through December 2004, and as their Senior Client Consultant from November 1999 through January 2004.

-5-

SS/UFOC/CORP\444583&r31115830.4/0905

Item 3 LITIGATION

Concluded Processing

Ray Rawlings v. B&H Products, Inc., The Sports Section. Inc., Dan Burgner, Carl Hansson. Joseph Lindenmayer and Does 1 through 100; Case No. 03-CV-0512-IEG-JFS, United States District Court, Southern District of California, which was removed on March 14, 2003, from the Superior Court of California, County of San Diego, San Diego Judicial District, Case No. GIC 804788, originally filed on January 31, 2003. The plaintiff, a current franchisee, alleged that we failed to properly notify him of the alleged problems our previous franchisee experienced in the plaintiffs territory prior to the plaintiff signing our franchise agreement. The complaint consisted of claims for (a) violation of California's Business and Professions Code § 172000-17209, (b) false advertising under Business and Professions Code § 17500, (c) violation of the Corporations Code § 31201, (d) fraud and deceit, and (e) misrepresentation. On March 19, 2003, we moved to dismiss the lawsuit or in the alternative to compel arbitration since the plaintiffs franchise agreement provided that all actions instituted by franchisees are subject to arbitration. On June 9, 2003, the Court granted our Motion to Dismiss and to Compel Arbitration. Following the dismissal of the lawsuit, Mr. Rawlings initiated an arbitration against us, our Parent Corporation, and three of our officers, Dan Burgner, Carl Hansson and Joseph Lindenmayer. The arbitration was filed with the American Arbitration Association ("AAA") in San Diego, California on or about July 14, 2003, No. 002-LFI-Q09. The arbitration restated the allegations in the lawsuit, but requested damages in the amount of $75,000. The AAA transferred the arbitration to Atlanta, Georgia, as required by the petitioner's franchise agreement. On or about June 29, 2004, the parties to the proceeding entered into a Settlement Agreement and Release. Without admitting any liability to the other, the parties dismissed the arbitration and exchanged full releases. As part of settlement, among other things, we agreed to reflect on our website that the plaintiffs territory was available for sale and we would also review our database of leads and send a letter advising them that the plaintiffs market was available. Additionally, we waived our right to collect a judgment for attorneys' fees (a minimal amount less than $7500) and we gave the plaintiff a limited amount of discounts on future Products ordered.

See Exhibit F of this Offering Circular for litigation that must be disclosed by our franchise brokers.

Other than the action described above, no litigation must be disclosed in this Offering Circular.

Item 4

BANKRUPTCY

No person or entity previously identified in Items 1 or 2 of this Offering Circular has been involved as a debtor in proceedings under the U.S. Bankruptcy Code (or comparable foreign law) required to be disclosed in this Item.

-6-

SS/UFOC/CORPU4+58mai 115830.4/0905

Item 5

INITIAL FRANCHISE FEE

You must pay an initial franchise fee when you sign the Franchise Agreement. The amount of the initial franchise fee will depend on the Plan you purchase. The Plans are based, in part, on population within your protected Territory. Plan 4 is available only in certain rural, non-metropolitan areas with a population no greater than 100,000. Territories and population counts are based on information specified in American Map Corporation's most recent edition of Pinstripe Business Control Atlas, which provides information based on the most recent 10-year Census Statistical Data available from the United States Department of Commerce - Bureau of the Census. Occasionally, we may obtain population information directly from the Bureau of the Census' worldwide web site or its periodic publications which further define population counts.

The initial franchise fees are as follows:

If you Select Plan:	Your Territory Will Have a Maximum Population of:	Your Initial Franchise Fee Will Be:
1	400,000	$33,900
2	300,000	25,900
3	200,000	18,900
4	100,000	12,900

All franchise fees are payable in one lump sum.

If you want to purchase additional franchises, we reduce the initial franchise fee for the additional franchises as follows:

Plan	Franchise Fee for Each Additional Franchise (20% Discount)
1	$27,120
2	$20,720
3	$15,120
4	$10,320

However, to qualify for this special pricing, you must reach Plan 1 status by previously having purchased either: (i) a Plan 1 franchise; or (ii) additional contiguous population to increase the population associated with your Plan 2, 3, or 4 franchise to a minimum population level of 400,000. You may, subject to our consent, expand the population associated with your Territory by purchasing additional territory. See Item 12 of this Offering Circular.

Once you sign the Franchise Agreement, your initial franchise fee and additional population fee, if any, are not refundable under any circumstances. The initial franchise fee and additional population fee are uniform for all franchisees selecting the same Plan as offered in this Offering Circular.

-7-

SS/UFOC/CORPVU4583&3L115m4/0905

Our normal practice is to provide you with Sales and Marketing Training once we approve you as a franchisee and we receive your signed Franchise Agreement. See Item 11 of this Offering Circular. Prior to signing your Franchise Agreement, we ask for a $1,000 deposit for each separate territory you want to purchase as a means of showing your serious interest in purchasing a franchise and so that we do not sell the territory you've designated to another franchisee. Upon our receipt of the deposit, we will prepare your Franchise Agreement. You are only permitted to hold a territory for 30 days. If you decide not to sign the Franchise Agreement, you will have no further obligation to us and we will refund the deposit less our reasonable direct expenses in preparing the Franchise Agreement and in preparing to provide Sales and Marketing Training (e.g. purchase of airline tickets), if any. The $1,000 deposit is the same for all Plans. If you sign the Franchise Agreement, we will apply the entire deposit toward your initial franchise fee and it will be non-refundable in the same manner as the remainder of the initial franchise fee.

At your option, you may participate in our TSS Express Program for digital photography. Although we recommend that you wait to participate in the Program until you have operated your franchise for at least two years, you may, with our approval, participate sooner. To participate, you must purchase the necessary software and digital equipment, which we refer to as the "TSS Express Photography System" (the "Express Photography System") when you start the Program. To use the Express Photography System, Express Digital of Colorado must license you, through us, to use their proprietary software program currently known as, the Sports and Event Workflow Software ("SEW Software"). The items comprising the Express Photography System are listed in Item 7, Note 13 of this Offering Circular, and require an estimated additional investment payable to us or approved suppliers of the equipment of between $8,000 and $18,000, depending on the type of equipment you select. The equipment is often interchangeable between schools and sports team day and events.

The additional investment payable to us includes a one-time software license fee currently calculated at $1,795 for the SEW Software. You will pay the software license fee to us when you start the Program. All software license fees are non-refundable. We are currently the only authorized supplier of the SEW Software to our franchisees. You must also purchase annual technical support from us. The annual technical support fee currently ranges between $159-$399 for the first year of support and $119-$299 for each additional year of support, although these prices are subject to change without notice. Additionally, you must purchase your digital printer(s) and media used in this printer(s) from us or from a dealer we authorize. The current cost of the printer(s) and media are shown in Item 7. Finally, optional training for the TSS Express Program is available for a separate charge of $250 per day for one attendee plus expenses, when the training is conducted at TSS Headquarters; and $500 for one attendee plus expenses, when the training is conducted on-site in your franchise territory.

Sojne-5talesjBguire_fliJiiitiaLfi'anchise fee and anv other initial fees payable by the franchisee to bedefen^jmtiLthe FrrnichLsed Business opens. See the Addendum following Item 23 and our Franchise ACTeement for additionaL^^^

SS/UFOC/CORP~~\l 115~~8~~30.3~~1115830.4/0905

Item 6

OTHER FEES

Name of Fee'¹'	Amount	Due Date	Remarks
Processing and Developing Fees for Digital Files'²'	See our Product Price List	On delivery of images to Parent Corporation	The Parent Corporation processes and develops all Products and receives all processing and developing fees.'²'
License fees related to Sports and Event Workflow Software (TSS Express Program)	See Items 5 and 7	As incurred	We are the only authorized supplier for this software program.
Technical support for Sports and Event Workflow Software	See Items 5 and 7	As incurred	Support is available through us. All technical support for the SEW Software is mandatory through Express Digital.
Transfer of Franchise	Amount of Transfer Fee is shown on Schedule A to the Franchise Agreement, but subject to change on 90 days' notice to you	Before transfer	Payable prior to transferring the Franchise Agreement. No charge if you transfer to a corporation that you control. Includes our costs to train your transferee.
Commission Under Finders Agreement	Sliding scale depending upon total present value of all consideration paid to franchisee (or its owners) for the franchise. Minimum commission of $4,000.	At closing of sale of franchise	We offer on a strictly voluntary basis to assist the franchisee in locating prospective purchasers for its franchise. See Note 3.
Additional Optional Training' '	$450 per person for more than two trainees, but subject to change on notice to you	Before you attend training	We train up to two people (owner and one additional person) at no additional charge as part of Sales and Marketing Training, Photography Training, and TSS University. Additional training spaces are available for additional participants. Training associated with the TSS Express Program is separate from all other training and is fee based at a daily rate, currently $250 per day at TSS Headquarters and $500 per day on-site in your franchise territory, plus reimbursement of our expenses. Training for the TSS Express Program is usually provided at TSS Headquarters, in which case we conduct a SuperSession comprised of a number of representatives of different franchises.
Additional Assistance	Per diem consultation fee is shown on Schedule A to the Franchise Agreement, plus expenses, but subject to change on notice to you	On receipt of invoice	This is for additional or special training or assistance you need or request.

-9-

SS/UFOC/CORP\4445S3Qr3imam4/0905

Name of Fee'¹'	Amount	Due Date	Remarks
Renewal Fee	Plan 1: None Plans 2, 3, and 4: $1,000	On renewal of Franchise Agreement
Territory Expansion'³'	$.05 per person if purchased when you sign the Franchise Agreement; or $.07 per person if purchased at any time after you sign the Franchise Agreement	See Note 5	See Note 5
Administrative Fee -Territory Exchanges'⁶'	Either $1,000 or $750 plus $.07 per additional person depending upon the amount of the additional population	Before Territory exchange	Payable if you exchange part of your Territory (for an area in close proximity to your original Territory), but keep your office in same location.
Audit	Reasonable cost of inspection or audit	On receipt of invoice	Payable only if our inspection or audit reveals an event of default that causes us to attempt to terminate the Franchise Agreement.
Indemnification	Will vary under circumstances	As incurred	You must reimburse us if we are held liable for claims, damages or lawsuits from your operation of the Franchised Business.
Costs and Attorneys' Fees	Will vary under circumstances	As incurred	Payable on your failure to comply with the Franchise Agreement or if there are other claims related to our relationship.
Insurance	Will vary under circumstances	On receipt of invoice	You must reimburse us if we purchase insurance for you because you failed to do so.
Custom TSS Website Maintenance	None, unless you request optional upgrades	Fees for upgrades are due as incurred	We will build a basic site free of charge. You may purchase optional upgrades.
Software Updates'⁷'	Less than $500 per year	Before receiving update	You must use our proprietary order processing and franchise operations management computer software, and, if we release upgrades, you must purchase them.
Annual Convention	$275 per attendee	Prior to attendance	You are responsible for all travel, food, and lodging expenses you and your participants incur in attending the annual convention.
Interest	Lesser of maximum legal interest rate or 12% per annum	On receipt of invoice	You must pay interest on any amounts past due.

Explanatory Notes

1. Unless we specify otherwise: (i) all fees are imposed by and payable to us; and (ii) all fees are non-refundable.

-10-

SS/UFOC/CORP\~~l 115~~8~~30.3~~111183iL4/0905

2. We have established a 5% surcharge on processing and developing fees for franchisees who purchase Plans 2, 3, or 4. This surcharge will only be applied against the first $100,000 in base Product fees (exclusive of the surcharge) you pay during the term of the Franchise Agreement. After you reach the $100,000 base Product fee level, you will be charged the base Product fees without any surcharge. If you purchase a Plan 1 franchise, you pay base Product fee at all times, without a surcharge. In addition, we have established certain percentage reductions in the base Product fees based on base Product fees you paid during a calendar year. We have also established certain minimum productivity requirements that each franchisee must attain. See Item 12 of this Offering Circular. Processing and developing fees are subject to change as market conditions warrant with 60 days' notice; however, we limit the price increase during any calendar year to the greater of 5% or 1.05 times the increase in the costs associated with processing and developing. For the TSS Express Program, we will receive fees as follows: TSS Express Fulfillment - $0.20 per 8x10 and $0.10 per 5x7 unit sold and delivered by you via your Express Photography System. This will be monitored through the O.E. Software (see below) and the fees will be billed on a quarterly basis. These fees are collected at the time the orders are submitted for processing.

3. If you want to sell your Franchised Business and you want our assistance in locating prospective purchasers, you can retain us by notifying us and signing our then-current form of Finders Agreement (see Exhibit I to this Offering Circular for the form as of the date of this Offering Circular). This is a voluntary, non-exclusive program which means you can retain us and still continue to look for prospective purchasers on your own. If you sign the Finders Agreement and we refer or introduce you to the person or entity that eventually purchases your Franchised Business, you must pay us a commission based on the total present value of any and all cash and non-cash consideration payable to you or to your owners for your Franchised Business (the "Purchase Price"). The Purchase Price on which our commission will be based will include the price paid for your stock if it is a stock deal and the price paid for your assets if it is an asset deal. Amounts payable for consulting agreements, non-compete agreements and other agreements entered into between you and the purchaser will be valued and added to the Purchase Price, as will the value of any assumed liabilities and any contingent consideration such as earn-outs. Our commission will be a percentage of the Purchase Price, but our commission will not be less than $4,000. Our percentage of the Purchase Price decreases as the amount of the Purchase Price increases. See Section 5 of the Finders Agreement for the percentages and the corresponding Purchase Price amount. Either party may terminate the Finders Agreement upon 30 days' advance notice, but we will still be paid our commission if you sell your franchise to someone we introduced or referred you to before the date of termination. Despite signing a Finders Agreement with us, we still recommend you retain a business broker or sales agent to help you with your sale. We do not provide any legal or accounting advice and we will still receive the transfer fee due under your franchise agreement. To assist you in completing the sale of your Franchised Business, if you have a Finders Agreement with us, the purchaser will pay the purchase price to us and we will deduct our commission and then forward the balance to you. Please read the Finders Agreement carefully. We have the right to change the form of Finders Agreement at our discretion.

4. See Item 11 of this Offering Circular for a more complete description of the training programs we provide to you. There are a limited number of spaces available in each of our training programs for you and your staff.

5. If you have fully complied with the terms of the Franchise Agreement and you want to expand the population your Franchised Business serves, we will evaluate economic conditions, your past performance and the general demand for franchises to determine whether to permit you to expand. One condition to any expansion is that the additional population must be located in a geographic area that is contiguous to your existing Territory. If you want additional population and you have already signed your Franchise Agreement, you will sign an amendment to the Franchise Agreement that will amend your Territory to reflect the additional area. We may also permit you to purchase additional population for your Territory at the time you sign your Franchise Agreement. We reserve the right to decide whether it is in the best interests of our franchise system to permit you to expand your population base, how much additional population you may add, and the geographic location of the additional population. There is no guarantee that we will permit you to increase the population of your Territory. Fees associated with the additional population are due at the time you sign the Franchise Agreement, if you purchase the additional population at the time you sign the Franchise Agreement; or at the time you sign the amendment expanding your Territory, if you purchase the additional Territory after you have signed the Franchise Agreement. See Item 12 to this Offering Circular.

6. With our consent, you may exchange all or part of your Territory for a currently unassigned territory with more or less population within the same vicinity as your current Territory. You must pay an administrative fee to exchange your Territory, to reimburse us for our consent and to document the exchange. If the population in your new Territory does not exceed the population of your current Territory by 8,334, our administrative fee is $1,000. If the population in your new Territory exceeds the population in your current Territory by 8,335 or more, our administrative fee is $750 plus $.07 per person for the excess population.

7. You must use, and keep up-to-date: (i) our proprietary order processing software ("O. E. Software"), including the digital order processing software for all orders of Products and ancillary items, like marketing materials, as well as the maintenance of your TSS Kids Club database; and (ii) franchise operations management software ("F.O.M.S.") for operations of the Franchised Business. We refer to these software programs collectively as "TSS Corporate Software." We do not currently charge a license fee for your right to use the TSS Corporate Software, but you must purchase (from third party suppliers of your choosing) the computer equipment you need to operate the TSS Corporate Software. We may release yearly upgrades for the

SS/UFOC/CORP\444583Q41115m4/0905

TSS Corporate Software. If we release these upgrades, you must purchase them. The fees we charge for these upgrades will be nominal.

Item 7

INITIAL INVESTMENT

Expenditure	Estimated Amount or Estimated Low-High Range	Method of Payment	When Due	Refundable	To Whom Payment is Made
Initial Franchise Fee	$12,900-$33,900	Lump sum	On signing Franchise Agreement	No	Us
Deposit'⁰	$1,000	Lump Sum	Before signing Franchise Agreement	Yes	Us
Training Expenses' '	$0- $2,000	As Incurred	As Incurred	No	Third Parties
Real Estate/Office<^3>	$50-$100	As Agreed	Monthly	No	Landlord, Third Parties
Office Equipment, Supplies, Furniture'⁴'	$200 - $3,300	As Agreed	As Incurred	No	Us or Outside Suppliers
Photographic Equipment'⁵'	$8,000-$10,000	Lump Sum	As Incurred	No	Us or Outside Suppliers
Opening Inventory' '	$0	N/A	N/A	N/A	N/A
Transportation - 3 months'⁷'	$750-$1,500	As Incurred	As Incurred	No	Outside Suppliers
Advertising - 3 months'⁸'	$0-$1,000	Lump Sum	As Incurred	No	Advertising Sources
Miscellaneous Opening Costs'⁹'	$250-$1,250	As Incurred	As Incurred	No	Third Parties
Website Maintenance	$0 -$250	As Incurred	As Incurred	No	Us
Processing and Developing Fees - 3 months'¹⁰'	$500-$1,250	Lump Sum	As Incurred	No	Us or Parent Corporation
Additional Funds - 3 months'"'	$1,000-$6,000	As Incurred	As Incurred	No	Third Parties
TOTAL"²"¹³'	$24,650-$61,550

Explanatory Notes

1. You must give us a deposit at the time you decide to buy a franchise but before you sign your Franchise Agreement. The deposit reimburses us for the expense in preparing your Franchise Agreement, to hold your proposed territory for 30 days and to cover the costs we incur in preparing to provide initial training. See Item 5 of this Offering Circular. If you sign the Franchise Agreement at or before the end of the 30 day period, we will credit the amount of the deposit towards the initial franchise fee. If you do not sign a Franchise Agreement within the 30 day period, we will refund the deposit less any direct expenses we incurred in preparing your Franchise Agreement and preparing to conduct your initial training.

2. If we provide Sales and Marketing Training, Photography Training, and TSS Express Program Training at your location, your training expenditures should be negligible. Within your first six months of operation, you must attend the first scheduled TSS University and you must cover any expenses not covered by the initial franchise fee. TSSJJniygrsity class r^tratiQnsUQdging,a^^

SS/UFOC/CORPU44583&31115830.4/0905

same time areJnd^^^

fpX.yQ.y'L^ you do not attend the first scheduled TSS University,

any processing and developing charges you incur with us or our designee will not count toward any special pricing or award level considerations until you attend TSS University. If you cancel or reschedule training dates, you must reimburse us for our training expenses, including our travel, food, and lodging expenses. Training for the TSS Express Program is an extra per diem charge for two attendees plus expenses.

3. You must establish and maintain an office and dedicated telephone for your Territory. We impose no requirement or restriction on the size of your office, and the rental costs could thus vary from a negligible amount for an in-home office to a substantial amount for an office in a high visibility office complex, which almost never occurs. A 10 foot by 10 foot (10'-by-10') room should provide sufficient space for your requirements. Most franchisees locate their offices in their residences, although we do not require you to have an office in your residence. You will not need to redecorate or redesign your home if you decide to locate the office there. Because a significant number of franchisees use their homes for their offices, we have not included a line item for a security deposit. The estimated cost listed is calculated by assuming a cost of $500 to $2,000 per month for renting or leasing a home and taking the percentage of the office space to be used, approximately 5%.

4. These expenditures include a desk, file cabinet, telephone, fax/modem, answering machine, personal computer system, office supplies, and stationery. The low end of the range would be your estimated expenditure if you already own your office equipment (including your computer system) and office furniture, and you lease your telephone and answering machine. The high end of the range would be your estimated expenditure if you purchase your furniture and computer equipment. See Item 8 of this Offering Circular for a description of the computer requirements for our software programs. See Item 11 of this Offering Circular for additional information. This item does not include photographic equipment or supplies (see Notes 5, 6, 7, and 8 of this Item 7, below).

5. This item includes one minimum required digital equipment set-up:

Quantity	Description
2	Fuji S3 Cameras (TSS HQ Sells S3's with Crop Masks*)
*2	Crop Masks (for Non-HQ Cameras)Mask is Mandatory
4	Sandisk 512MB Memory Cards (2 per Fuji S3)
1	CompactFlash Card Reader (Sandisk)
2	Nikon 18-70mm 3.5-4.5D AF Lenses
2	67mm UV Filters (Protection for Lens)
2	Nikon SB-800 Speedlights (Flash)
1	AA 40 Pack (for Nikon Flashes)
1	Quantum Turbo Battery (Battery for Flash on Long Shoots)
1	Quantum CKE Cord
1	Quantum Radio Slave 4i Set
2	Bogen 300IN Legs
2	Bogen 3030 Heads
1	Polaris Flash Meter
1	Novatron V600 Custom Kit (Available only from Showcase)
1	Calibration Exposure Target
1	Novatron 2-Stop Head
1	Novatron Gel Kit
1	Novatron Gel Holder
1	Novatron Honeycomb Course Grid with Gel Holder
1	JTL 900 Chrome Light Stand

SS/TJFOC/CORP\444583&r3ili5820_!4/0905

Quantity	Description
	Westcott Background Stand for Collapsible Backdrop
	Westcott 5x6 2:1 Coasta Brava/Canberra
	JTL Backdrop Stand
	Photogenic Pneumatic Stool
	External CD Burner (if PC does not include internal burner)

We provide a grey muslin backdrop, a photo case and display board with your starter kit. See Notes 6 and 7 of this Item 7, below. You may need additional set-ups as your business expands. The retail price for these items is outside our control. Prices tend to reflect conditions in the photography industry and general principles of supply and demand.

6. We will provide you, at no additional charge, with a photo presentation book, an initial reasonable supply of photo samples covering most activities, a starter kit, and the necessary paper forms to begin operation.

7. This item includes estimated expenses to lease a late-model automobile, including gas and maintenance for three months. If you purchase an automobile rather than leasing one, your initial investment may be significantly higher.

8. We do not require you to advertise, although we suggest that you advertise in a variety of publications in your Territory.

9. This item covers your miscellaneous opening costs and expenses, like prepayments to utilities, business license fees, legal and accounting expenses and insurance premiums.

10. The revenues you receive from customers will generally offset your processing and developing fees, and your print fees for the Program if you add it to your Franchised Business. You will receive, on a quarterly basis, a portion of the revenue we receive from selling your photographs over our website. See Item 11 of this Offering Circular.

11. This item is for your initial startup expenses for a three-month period. It assumes you take a small draw or salary for yourself, and that you do not have any fulltime employees. These figures are estimates, and we cannot guarantee that you will not have additional expenses starting the business. Your expenses will depend on a number of factors, including the type of Plan you select, when you begin offering the Program, your business acumen, your experience and skill, economic conditions in your Territory, the demand for the Products and event, portrait, and school photography in your Territory (if you add all components of the Program), competition, your marketing and sales capabilities, your ability to follow our methods, directions and instructions, and the number of hours per day you are willing to invest in the Franchised Business. These funds will be used to cover the expense of the background screening performed by Southeastern Security Consultants, Inc. that each of your owners and field staff engaging in photography with customers must undergo. See Item 8.

12. The "Total" shown in the table is not affected by the initial training deposit because we apply the deposit to the initial franchise fee.

13. These figures do not include participation in the TSS Express Program and the expenses associated with the purchase of the Express Photography System (software, equipment and support). The estimated cost for the Express Photography System ranges from $8,000 - $18,000, depending upon the type of equipment you select. The Express Photography System includes the use of the SEW Software from Express Digital that must be purchased through us. The current price (including 10% discount) for the SEW Software is $1,795. In addition, you must purchase technical support at a cost of 20% of the software list price. Technical support includes upgrades and updates to the SEW Software, and also includes telephone support. By participating in the Program you must purchase the digital printer(s) and dye-sub photo paper directly from us or from an authorized dealer we approve; however, you may purchase the other components of the Express Photography System from any vendor that sells the items. Prices for digital printers currently range from $2,150-$2,950 and prices for digital paper range from $ 144-$740 depending upon size, quantity and quality. As of the date of this Offering Circular, the minimum requirements of the Express Photography System are:

-14-

SS/UFOC/CORP\444483&^111S&3M/0905

The original documents were scanned as an image. The original file can be downloaded at the link above.

The Free Franchise Resource Center

UFOC

Sample UFOC