$23

Business Description

Office Pride, Inc., a corporation formed' under Indiana law in April l992, is our parent and predecessor company. Office Pride,; Inc., is tefened to in this offering as “OPE” OPI's principal business address is 3450 East Lake Road, Suite 200, Palm Harbor, Florida 3,4685. OPI provides Varibus .administrative services to us and other businesses. OPI began as a sole proprietorship under J. Todd Hopkins (our Chairman, President, Treasurer and Director in March 1992. OPI has not in,the past and does not now offer franchises for the sarne type of business as the OFFICE PRIDE® franchise. OPI does' not and heyer has sold franchises of any type. Additionally, in certain instances ,OPl may locafe customer accounts for you and provide financing to you for any Customer Development Fee associated with the customer accounts.

Prior Experience

We are a franchise company that, since December 22, 1,995, sells and suppOils OFFICE PRIDE® franchises. We have' not in the past, and do not now operate a business, of the type being; franchised. We have: not in the past and do not now engage in other business activities. In ;addition to the unit franchise offered under this Disclosure Document, we have in the past offered area developer franchises under the OFFICE, PRIDE® trademarks (the “Area Developer Franchise”). The Area Developer Franchise was offered under a separate disclosure document. We did not offer Area Developer Franchises in all.states and are not currently olTering new Area Developer franchises, although we may be offering to renew existing Area De.velopef franchises. Under the terms of our Area Developer Franchise, we granted third parties (“Area Oe.Vdlopers”) tire right to recruit,, develop and provide Ongoing support and service to single unit OFFICE PRIDE® franchises located' inside the Area Developers trade area. While our Aiea Developers will be involved in recruiting prospective franchisees. Our Area Developers do not have management responsibility' relating to the sale or operation of single unit franchises. We do not offer franchises in other lines of business

Business Offered

An OFFICE PRIDE® single-unit franchise is a janitorial seYviee business that sells and performs janitorial services,, related services and ancillary goods in office buddings, retail buildings, medical buildings, commercial buildings, chufehes and other commeiicial facilities that require routine contract cleaning to create or maintain a clean work environment, if you currently operate a commercial eleahing busTness you may convert your existing business to an OFFICE PRIDE® franchise. You afe responslble for obtaining your own commercial cleaning customers and accounts,, including negotiating all customer contracts, determining the services to be provided, and resolving all customer complaints. W/e, OPl or an Area Developer (if applicable), however, ;may, but are not obligated to, obtain commercial cleaning customers; for you. From time to time, we may review the eontracts/aceounts you obtaih ,to.ensure that the services you provide are authorized and comply wilh our system requirements. We do not require you to maintain ai specific number of cleaning accounts or to maintain a specific sales volume. If we opperate an Area Developer (if applicable) secures:a commercial cleaning eustoWer or acepUnt for your OFFlCE ;PRIDE® franchise,,you will pay us, OPI or ypur Area Developefa Customer Deveiopment Fee which will be calculated based on a number of factors including, among others, the price per cleaning, the number of cleanings per month, the length of the'Cleaning contract, the credit worthiness of the account, the distance' that must be traveled to and from the account, the proximity of other acrounts in the neighborhood, past experience with the account, and the specific cleaning heeds of the account..

Initial Fees

You will,pay us a lump-sum franchise fee in the amount pf $35,000. You will pay the franchise: fee when you sign your OFFICE, PRIDE'® franchise agreement. The franchise fee is not refundable for any reason, except if you (or your managing sharehoIder or partner) fail to successfully complete our initial training program to our satisfaction, in which case we may terminate your Franchise Agreement and refund ,50% ofthe initiai Franchise Fee to you.

Financing

OFFICE PRIDE® financing documents aiie attached as Exhibit E to this disclosure document. We may sell, assign or discount all or part of your Promissoiy Note.your Promissory Note is, assigned, you may lose certain defenses as a result of the assignment. We may place financing with third, parties. As of the date of this Disclosure Document, we do not receive remuneration from any third parties regarding your financing arrangements

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, and/or affiliate-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