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Business Description

GJG CA LLC. We are California Limited Liability Company formed on June 1, 2004 We maintain our principal place of business at 930 Alhambra Blvd #270, Sacramento CA 95816. Telephone 858 309 2545. We do not maintain any other sales offices. We conduct our business under the name and mark “G.J. Gardner Homes.” We do not conduct business under any other name. In this disclosure document, we offer G.J. Gardner franchises, which permit franchisees to operate individual G.J. Gardner Homes businesses (“Businesses”). We do not operate Businesses and do not have any other business activity. We have offered franchises for Businesses since June 1, 2004. We do not offer and have never offered franchises in any other lines of business.

Prior Experience

We entered into a Master Franchise Agreement with G.J. Gardner Homes (USA) Pty Ltd (“GJGH”) in March, 2004 (the “Master Franchise Agreement”), granting us the right and license to establish and operate franchised Businesses using the System and Proprietary Marks (as those terms are defined below) in California. The Master Franchise Agreement is for an initial term of 50 years, and with one option to renew for an additional 25 years. GJGH and its Parent. Predecessor, and Affiliates GJGH, as trustee for The G.J. Gardner (USA) Unit Trust, is an Australian limited liability company formed on November 11, 2003. GJGH maintains its principal place of business at Level 1 Landmark Resort, Cnr. of The Esplanade & Burnett Street, Mooloolaba, Queensland 4557, Australia, telephone +61 7 5444 6555. GJGH also maintains an office in the United States at 5655 UTSA Blvd., #936, San Antonio, Texas 78249, telephone (310) 426^812. GJGH does not have any parents or predecessors. GJGH's affiliate is Corporate IP Holdings Pty Ltd., an Australian limited liability company (“C.l. Holdings”). C.l. Holdings' principal place of business is the same as GJGH. As described more fully in Item 13 below, C.l. Holdings entered into a license agreement with GJGH in 2007 (the “License Agreement”) granting to GJGH the right to use and license others the right to use the Proprietary Marks and System in the United States. C.l. Holdings does not conduct business in any other line of business, and does not offer franchises in any line of business. C.l. Holdings obtained its rights and interest in and do the G.J. Gardner System in November 2007 from Nailey Pty Ltd, an Australian limited liability company (“Nailey”). Nailey no longer exists, but before November 2007, Nailey offered franchises for G.J. Gardner Homes Businesses in Australia and New Zealand from May 1995. Before that, Nailey was a home builder in Australia and New Zealand, and had acquired the right to operate as a G.J. Gardner Homes Business from Lintworth Pty Ltd. From GJGH's inception in 2003 until 2007, Nailey licensed GJGH the right to use the G.J. Gardner Proprietary Marks and System to offer franchises in the United GJGH's other affiliate is Netdeen Pty Ltd., an Australian limited liability company (“Netdeen”). Netdeen's principal place of business is the same as GJGH. Netdeen has offered franchises for G.J. Gardner Homes Businesses in Australia and New Zealand since January 1996, under a license to do so from Nailey (and since 2007, from C.l. Holdings). Netdeen does not conduct business or offer franchises in any other line of business. None of GJGH's affiliates operate Businesses.

Business Offered

We offer franchises to become a G.J. Gardner Homes franchisee of a G.J. Gardner Business (the “Franchised Business” or, generally, the “Business”) under the terms of a franchise agreement (a “Franchise Agreement”). We offer to enter into Franchise Agreements with qualified corporations and persons (“you”) that wish to establish and operate a Business. (In this disclosure document, “you” means the person or legal entity with whom we enter into an agreement. The term “you” also refers to the direct and indirect owners of a corporation, partnership, limited liability company, or limited liability partnership that signs a Franchise Agreement as the “franchisee.”) Under a Franchise Agreement, we will grant you the right (and you will accept the obligation) to operate a Business from an agreed-upon specified location (the “Approved Location”). You will also be granted a specified territory (the “Territory”) within which you may operate the Business and in which you will receive certain protected rights. The form of Franchise Agreement is attached to this disclosure document as Exhibit A. Businesses are characterized by GJGH's system (the “System”) relating to the development, establishment and operation of “G.J. Gardner'' Businesses, which feature a distinctive method, style and system of home-building. Some of the features of the System include plans for interior layout of a business, design and decoration, equipment selection and installation, an integrated software package, merchandising, advertising, sales and promotional techniques, personnel training, office and site practice and procedure and other matters relating to the operation of a homebuilding business. GJGH may periodically change and improve parts of the System. G.J. Gardner Homes Businesses also feature specific architectural plans and designs (“Plans”) for construction of houses, multifamily units, remodels, additions, other dwellings or any industrial or commercial building units (“Units”), homebuilding techniques and methods, and related business and marketing procedures (all of which are also part of the System) You must operate your Franchised Business in accordance with the standards and procedures, as set out in GJGH's confidential operations manual (the “Manual”). We will lend you, or make available electronically, a copy of the Manual for the duration of the Franchise Agreement. In addition, we will grant you the right to use certain trademarks, including the mark “G.J. Gardner Homes” and any other trade names and marks that GJGH designates in writing for use with the System (the “Proprietary Marks”).

Initial Fees

Deposit Agreement Before we enter into a Franchise Agreement with you, you may sign a “Deposit Agreement” (a copy of which can be found in Exhibit B to this disclosure document). Under the Deposit Agreement, you will provide us with a $2000 deposit, which we will credit against your initial franchise fee when you sign the Franchise Agreement. The purpose of the Deposit Agreement is to retain your right to enter into a Franchise Agreement for a particular area pending your and our evaluation of whether to enter into that agreement. During the term of the Deposit Agreement, we will not license another party to become a franchisee under the System within all or any portion of the area described in the Deposit Agreement. The term of the Deposit Agreement will be 90 days. Upon the expiration of the 90-day period, or if you elect to terminate the Deposit Agreement before that, the Deposit Agreement will terminate and neither party will have any further rights or obligations to the other. Upon expiration or termination of the Deposit Agreement, we will retain the full amount of the deposit you have paid. The deposit under the Deposit Agreement is uniformly applied and is non-refundable and does not othenwise confer upon you any franchise or territorial rights to you. The Deposit Agreement complies with California Corporations Code section 31119(a) Initial Franchise Fee The initial Franchise Fee is deferred until after the franchisor's initial pre opening obligations are complete.(ltem 11.)Once the initial pre opening obligations are complete you must pay us an initial franchise fee of $50,000 plus an initial advertising fee of $25,000 immediately.. The initial franchise fee and initial advertising fee will be fully earned when paid, must be paid in one lump-sum amount, and are non-refundable. The initial franchisee fee and initial advertising fee are uniform for new franchisees.

Financing

At our discretion, we may offer certain financing from time to time to assist you with the costs and expenses under this franchise offering and related to operating your franchise. We may offer different financing terms and packages to different franchisees or none at all. We do not guarantee that financing will be offered to you. If we do offer you a financing package, you may be required to execute certain documents, including a promissory note in substantially the form attached as Exhibit E. 1. Financing may be offered for all or part of the initial franchise fee. No financing will be offered for site acquisition, construction or remodeling, initial or replacement equipment or fixtures, opening or ongoing inventory or supplies, or other continuing expenses. 2. The lender will be the subfranchisor 3. The amount financed will be subject to the purchasers credit and downpayment. 4. The interest rate will be 5% on an annual basis. There will be no other finance charges 5. The repayment period will be on or before 12 months from the date of signing the franchise agreement. 6. No security will be required 7. The franchisee must provide a personal guarantee for the loan 8. The loan can be pre paid without any pre payment penalty. 9. If the franchisee defaults when the loan becomes due, the franchise agreement will be terminated. The franchisee will be responsible for all court costs and attorneys fees incurred. 10. There are no other material financing terms b) The loan agreement does not require franchisees to waive defenses or other legal rights c) The franchisor does not intend to sell, assign or discount to a third party all or any part of the financing arrangement. d) The franchisor or affiliates will not receive any consideration for placing financing with the lender.

Franchisee Revenue and Profit

The FTC's Franchise Rule permits a franchisor to disclose 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 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) a franchisor provides the actual records of an existing outlet you are considering buying: or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about performance at a particular location or under particular circumstances. We do not make any representations about a franchisee's future financial performance or the past financial performance of company-owned or franchised outlets. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you should report it to the franchisor's management by contacting Greg Dettwiler at 4381 Gateway Park Blvd #560 Sacramento CA 95834; Telephone 858 309 2545, the Federal Trade Commission, and the appropriate state regulatory agencies.