FRANCHISE DISCLOSURE DOCUMENT UNIT FRANCHISE Maui Wowi Franchising, Inc.

(a Colorado corporation) 5445 DTC Parkway, Suite 1050 Greenwood Village, Colorado 80111 (303) 781-7800 Fax: (303) 781-2438 www.mauiwowi.com Maui Wowi Franchising, Inc., a Colorado corporation, is offering franchises for the operation of businesses that sell MAUI WOWI fresh fruit smoothies, Hawaiian coffee and related espresso beverages, a variety of Hawaiian products, and other products developed by or for Maui Wowi Franchising, Inc. Maui Wowi products are sold from either fixed store fronts, non-traditional locations such as malls, airports or business complexes, or from portable units placed at events that occur on a periodic basis or are held in special or temporary venues. Three separate franchises are being offered under this Disclosure Document. A Single Unit Franchise enables you to own and operate one MAUI WOWI Operating Unit, as defined in ITEM 1. A Standard Franchise enables you to own and operate three MAUI WOWI Operating Units, as defined in ITEM 1, of any type in any combination. An Empire Builder Franchise enables you to own and operate 10 MAUI WOWI Operating Units of any type in any combination within the United States of America. The total investment necessary to begin operation of a MAUI WOWI franchised business ranges from $42,200 to as much as $178,550 for a Mobile Operating Unit, as defined in ITEM 1 (increasing to $48,400 to $208,550 if you operate an approved Mobile Operating Unit at a Permanent Site). This includes $43,300 to $159,500 that will be paid to us or our affiliate. The total investment necessary to begin operation of a MAUI WOWI franchised business ranges from $74,000 to as much as $360,050 for a Fixed Operating Unit, as defined in Item 1. This includes $50,000 to $106,500 that will be paid to us or our affiliate. This Disclosure Document summarizes certain provisions of your Franchise Agreement and other information in plain English. Read this Disclosure Document and all accompanying agreements carefully. You must receive this Disclosure Document at least 14 calendar-days before you sign a binding agreement with, or make any payment to, the franchisor or an affiliate in connection with the proposed franchise sale or grant. Note, however, that no governmental agency has verified the information contained in this document. The terms of your contract will govern your franchise relationship. Dont rely on the Disclosure Document alone to understand your contract. Read all of your 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 Consumers 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 FTCs 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 22, 2011 For use in: AL, AK, AZ, AR, CO, CT, DE, DC, GA, FL, ID, IA, KS, KY, LA, ME, MA, MI, MS, MO, MT, NE, NV, NH, NJ, NM, NC, OH, OK, OR, PA, SC, TN, TX, VT, WV, WY and U.S. TERRITORIES. NOT FOR USE IN MD OR UT. See following pages for varying effective dates in certain states.

STATE COVER PAGE Your state may have a franchise law that requires a franchisor to register or file with a state franchise administrator before offering or selling in your state. REGISTRATION OF A FRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT. Call the state franchise administrator listed in Exhibit A for information about the franchisor, or about franchising in your state. MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO RENEW. Please consider the following RISK FACTORS before you buy this franchise: 1. THE FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH US BY ARBITRATION OR LITIGATION ONLY IN COLORADO. OUT-OF-STATE ARBITRATION OR LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST YOU MORE TO ARBITRATE OR LITIGATE WITH US IN COLORADO THAN IN YOUR OWN STATE. 2. THE FRANCHISE AGREEMENT STATES THAT COLORADO 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. 3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

We 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. Note: The agreement provisions referred to in the risk factors may be void under some state franchise laws. See the State Addenda, which is attached to this Disclosure Document as Exhibit J. The Effective Dates of this Disclosure Document for the following states are: CA: HI: IN: IL: MN: ND: NY: RI: SD: VA: WA: WI:

TABLE OF CONTENTS ITEM 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. PAGE THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES ..........1 BUSINESS EXPERIENCE ...........................................................................................................3 LITIGATION .................................................................................................................................5 BANKRUPTCY..............................................................................................................................7 INITIAL FEES ...............................................................................................................................7 OTHER FEES ................................................................................................................................8 ESTIMATED INITIAL INVESTMENT ...................................................................................11 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES ...................................15 FRANCHISEE'S OBLIGATIONS .............................................................................................17 FINANCING .................................................................................................................................18 FRANCHISORS ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING ...................................................................................................................................18 TERRITORY................................................................................................................................27 TRADEMARKS ...........................................................................................................................28 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION ..................................31 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS ............................................................................................................32 RESTRICTIONS ON WHAT FRANCHISEE MAY SELL ....................................................33 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION .....................33 PUBLIC FIGURES ......................................................................................................................35 FINANCIAL PERFORMANCE REPRESENTATIONS ........................................................35 OUTLETS AND FRANCHISEE INFORMATION .................................................................39 FINANCIAL STATEMENTS .....................................................................................................43 CONTRACTS ...............................................................................................................................44 RECEIPTS ....................................................................................................................................44

EXHIBITS A. B. C. D. E. F. G. H. I. J. List of State Agencies/Agents for Service of Process Franchise Agreement with Attachments Nondisclosure and Noncompetition Agreement Financial Statements Lists of Franchisees and Directors of Regional Support Franchisees and Directors of Regional Support Who Have Left the System Statement of Franchisee Library of Operating Manuals Table of Contents Summary of Industry Specific Laws State Addenda

ITEM 1 THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES The Franchisor, Its Predecessors and Affiliates The Franchisor is Maui Wowi Franchising, Inc. To simplify the language in this Disclosure Document, we, or us, means Maui Wowi Franchising, Inc. You and your means the person who buys the franchise and includes the operators of a franchisee entity. We were incorporated on March 13, 2002 in Colorado and before that, existed as a Utah corporation formed on March 6, 1997 under the name Maui Wowi Marketing, Inc. On March 19, 2002, Maui Wowi Marketing, Inc. was merged into us. Our principal place of business is 5445 DTC Parkway, Suite 1050, Greenwood Village, Colorado 80111. We do not do business under any names other than Maui Wowi and Maui Wowi Franchising, Inc. We have one affiliated company, Maui Wowi International, Inc. (Affiliate). Our Affiliate was incorporated on March 13, 2002 in Colorado and before that, existed as a Utah corporation formed on March 6, 1997 under the name Maui Wowi USA, Inc. On March 19, 2002, Maui Wowi USA, Inc. was merged into our Affiliate. In 1997, Maui Wowi USA, Inc. was the surviving company in a merger with Maui Wowi, Inc., a Utah corporation formed in 1982, which had, before the merger, continuously operated the MAUI WOWI fresh fruit smoothies business. We and our Affiliate are owned by a holding company called Maui Wowi, Inc. (Parent or MW). MW was formed on March 13, 2002, and acquired all of our stock and the stock of our Affiliates on March 14, 2002. The principal business address for our Parent and our Affiliate is the same as ours. We share our principal business address and certain office functions, such as copiers and internet services, with Doc Popcorn Development, Inc., a Colorado corporation (Doc Popcorn), incorporated on May 12, 2009, which offers franchises to operate businesses that sell fresh gourmet popcorn and other products developed by or for Doc Popcorn Development, Inc. under the trademark DOC POPCORN. Doc Popcorn currently has approximately 25 franchisees. Our agents for service of process are disclosed in Exhibit A. The Franchise We offer franchises for the operation of businesses (MAUI WOWI Businesses or individually, a MAUI WOWI Business) selling fresh fruit smoothies made from our proprietary fruit smoothie blends (MAUI WOWI Blends), brewed Hawaiian coffee, espresso drinks and other approved products (collectively, MAUI WOWI Products), from one of our various types of proprietary mobile, self-contained units (Kaanapali Carts, Event Concession Trailers or Catering Carts), or from our proprietary nontraditional fixed-location kiosks (Fixed Kiosks) or retail stores (Retail Stores). The Kaanapali Cart, Event Concession Trailer and Catering Cart are collectively referred to in this Disclosure Document as the Mobile Operating Units, or individually as a Mobile Operating Unit. The Fixed Kiosks and Retail Stores are collectively referred to in this Disclosure Document as the Fixed Operating Units, or individually as a Fixed Operating Unit. The Mobile Operating Units and Fixed Operating Units are collectively referred to in this Disclosure Document as the Operating Units, or individually as an Operating Unit. The Mobile Operating Units are usually operated at activities including fairs and festivals (Events), but may be operated from permanent, fixed sites located in malls, schools, office buildings, hospitals, airports, colleges, health clubs, auditoriums, arenas, and concert and sports venues (Permanent Sites). The Fixed Operating Units are operated from Permanent Sites. You are required to obtain our written consent for each Permanent Site at which you desire to locate an Operating Unit, and for the Letter of Intent (defined in ITEM 11) and lease of any Permanent Site. (See ITEM 11.) An Operating Unit operating from a Permanent Site may not be relocated without our prior written consent.

All Operating Units are operated under our MAUI WOWI trademark, trade names, service marks and logos (Marks) using our unique and proprietary system for operating the MAUI WOWI Business and related licensed methods of doing business (System). Our System includes our Marks, our MAUI WOWI Blends, the MAUI WOWI Products, including products that may be added to the System in the future, and our proprietary specifications, methods and procedures for the preparation, marketing and sale of our fruit smoothies, Hawaiian coffee, espresso drinks, and other products (collectively, MAUI WOWI Services), as well as our proprietary Mobile Operating Units and Fixed Operating Units. You will operate the MAUI WOWI Business in accordance with the System and our proprietary Library of Operating Manuals (as defined in ITEM 11). You are required to acquire the MAUI WOWI Blends, MAUI WOWI Products and certain equipment used in your MAUI WOWI Business, including, trademarked cups, merchandise, custom gift cards, espresso machines, blenders, signage, dcor and other equipment, as well as the Mobile Operating Units and Fixed Kiosk (collectively, MAUI WOWI Supplies and Equipment), through us, our Affiliate or other approved suppliers of ours. We offer three types of MAUI WOWI unit franchises, a Single Unit Franchise, a Standard Franchise and an Empire Builder Franchise. If you acquire a Single Unit Franchise, you may operate one Operating Unit, but such one Operating Unit may not be a Catering Cart. If you acquire a Standard Franchise, you may operate up to three Operating Units. If you acquire an Empire Builder Franchise, you may operate up to 10 Operating Units. Regardless of the type of franchise you acquire, you are required to pay us the initial fees discussed in ITEM 5 of this Disclosure Document, sign our franchise agreement (Franchise Agreement) and complete the Mainland Training Program (defined in ITEM 11) prior to operating your MAUI WOWI Business. A copy of our Franchise Agreement is attached to this Disclosure Document as Exhibit B. You will also execute the appropriate Operating Unit Rider to the Franchise Agreement (Operating Unit Rider) at the time you sign the Franchise Agreement for your intial Operating Unit, and later for each Operating Unit you subsequently open under your Franchise Agreement; provided, your initial Operating Unit may not be a Catering Cart. The Operating Unit Riders are attached to the Franchise Agreement. If you acquire either a Standard Franchise or an Empire Builder Franchise, you will execute a separate Operating Unit Rider for each Operating Unit you operate under the same Franchise Agreement prior to you operating additional Operating Units. Also, if you acquire either a Standard Franchise or an Empire Builder Franchise and operate a Mobile Operating Unit, you may apply for a right of first refusal for additional, later Events held by the same sponsor in the same locale and for additional space in the same venue of an Event (for example, if you are operating at an Arena with one Kaanapali Cart and the Arena has requested two additional Kaanapali Carts for events). (See ITEM 12). We also offer to select persons, the opportunity to purchase a Director of Regional Support (DRS) franchise, also known as an area developer franchise. Each DRS is selected by us based on his or her performance as a franchise operator or other qualifications to serve as a DRS. The selection of a DRS and the establishment of the territory in which the DRS shall operate (DRS Territory) are made by us in our sole discretion. A DRS is responsible for identifying potential franchise operators in the DRS Territory and providing training, site selection assistance and ongoing support to franchise operators located in the DRS Territory. When a MAUI WOWI franchise is awarded or transferred in a DRS Territory, we will pay the DRS a portion of the Initial Franchise Fee (defined in ITEM 5) or transfer fee. The DRS may also be entitled to an additional commission from us based on the later purchase of certain products by franchisees within the DRS Territory. Offers to acquire a DRS franchise are made by a separate Disclosure Document. If you acquire a MAUI WOWI Business to be located in a DRS Territory, you may receive some of your training and ongoing support from the DRS in that DRS Territory. In select countries, we have offered to qualified persons the right to promote and assist in the development of MAUI WOWI Businesses on a nationwide basis. These persons are referred to as Master Franchisees. This type of franchise is not offered in the United States of America.

MW 2011 Unit FDD

Page 2

3.22.2011

Market and Competition The market for fruit smoothies, frozen smoothies, specialty coffee and coffee confections, and similar products is continuing to develop in consumer product recognition and popularity and has become highly competitive in attracting customer dollars and high profile locations. You will typically compete with other sellers of beverages and related products located in or near the MAUI WOWI Business location you select. There are many such competing companies. The sales of the services are not seasonal. Regulations In most states and local jurisdictions, there are industry specific health and other regulations that apply to businesses offering food and beverages to the general public. A summary of these regulations and laws are provided on Exhibit I to this Disclosure Document. These regulations and laws are subject to change. You are solely responsible to determine what local city, county or state regulations, permits, and licenses with which you will need to comply in order to operate the MAUI WOWI Business in a particular state. You may be required to modify your MAUI WOWI Operating Unit to comply with any applicable state, county or local laws or regulations, or even zoning laws. Any modifications will be at your expense. You should also familiarize yourself with federal, state or local laws of a more general nature affecting your MAUI WOWI Business. You must comply with employment, workers compensation, insurance, corporate, taxing, licensing and similar laws and regulations. Franchisors Prior Experience The founders of the MAUI WOWI fresh fruit smoothies concept, Jeff N. and Jill E. Summerhays, have been using concepts similar to the System and conducting a business of the type to be operated by you continuously in Utah since 1982. The MAUI WOWI smoothie formula grew out of a perceived need for an alternative, healthy beverage. The Summerhays sell MAUI WOWI smoothies at a variety of locations in the State of Utah, such as fairs, art festivals, sports events and Permanent Sites located in convention centers, ski areas, universities and auditoriums offering indoor and outdoor activities. Mr. and Mrs. Summerhays have also sold MAUI WOWI fresh fruit smoothies in Australia. The Summerhays may be deemed predecessors of ours, and are currently franchisees of ours. Maui Wowi Marketing, Inc. acquired the System and concepts from the Summerhays in 1997 and offered MAUI WOWI franchises from that time until it was merged into us in 2002. We have offered MAUI WOWI franchises since that time. As of the date of this Disclosure Document, we have not offered for sale or sold franchises in any other line of business. Doc Popcorn has sold franchises in its line of business since July, 2009 and may offer a separate Doc Popcorn franchise to you by way of a separate Disclosure Document. We also offer DRS franchises to qualified persons and businesses by way of a separate Disclosure Document. Neither our Parent nor our Affiliate have operated MAUI WOWI Businesses, sold franchises for MAUI WOWI Businesses or sold franchises in any other line of business. We do not operate any MAUI WOWI Businesses, but our Parent owned a company named Maui Wowi #101, LLC, which operated a MAUI WOWI Business. Our Parent sold Maui Wowi #101, LLC in 2006. Our Affiliate, approved suppliers and distributors distribute the Mobile Operating Units, Fixed Kiosks, all MAUI WOWI Products and all MAUI WOWI Supplies and Equipment that you must purchase in connection with your MAUI WOWI Business. ITEM 2 BUSINESS EXPERIENCE Michael L. Haith President, Chief Executive Officer and Chairman of the Board Mr. Haith has served as our President and Chairman of the Board since our formation. Mr. Haith has also served as the President and Chairman of the Board of Doc Popcorn since April 2009. He also served as our Chief Executive Officer from our formation until October 2007 and from January 2009 to the present. He has also served as Chief Executive Officer and director of our Affiliate, Maui Wowi International, Inc., our former affiliate Maui Wowi Retail, Inc. (formerly Maui Wowi Rip-Sticks, Inc.) and MW since their formations. MW 2011 Unit FDD Page 3 3.22.2011

Mr. Haith joined Maui Wowi Marketing, Inc., in January 1998 and served as its President, Chief Executive Officer and Director from 1999 until March 2002, when it was merged into us. From 1999 until March 2002, when Maui Wowi USA merged into our Affiliate, he also served as Chief Executive Officer and a Director of Maui Wowi USA, Inc. In 1990, Mr. Haith founded and continues to be the majority owner of Pour la France! Catering Inc. located in Denver, Colorado. Marshall Haith Board Member Dr. Haith has served as a Member of the Board since our formation. Dr. Haith has also acted as Professor Emeritus and John Evans Professor of Psychology for the University of Denver located in Denver, Colorado from 2001 to present. Rick Barich Controller Chief Financial Officer Mr. Barich has served as our Controller and Chief Financial Officer since July 2008. From December 2004 to July 2008, he served as Corporate Controller for Groople, Inc., an on-line travel provider located in Centennial, Colorado. From January 2002 to December 2004, he served as Chief Financial Officer for Air Courier Association, a travel membership organization located in Golden, Colorado. Erin Hicks Executive Vice President Ms. Hicks has served as our Executive Vice President since August 2009. She previously served as our Vice President of Franchise Operations since April 2008. From January 2008 to April 2008, she served as our Director of Franchise Operations. From January 2006 to January 2008, she served as our Support Manager. From May 2005 to January 2006, Ms. Hicks served as a consultant for a KinderCare Learning Center childcare facility in Castle Rock, Colorado. From April 2004 to May 2005, she owned and operated the Revs Sports Grille in Tempe, Arizona. Holli Gallaher Director of Franchise Operations Ms. Gallaher has served as our Director of Franchise Operations since April 2008. She previously served as our Director of Franchise Training from September 2007 to April 2008. She originally joined us in March 2006 as a Regional Support Manager. From November 2005 to February 2006, she was not employed while she traveled for leisure. From April 1997 to October 2005, Ms. Gallaher was employed by Northwest Airlines, an airline based in Eagan, Minnesota, as a flight attendant. Michael Weinberger Director of Real Estate and Construction Mr. Weinberger has served as our Director of Real Estate and Construction since January 2011. He is also the owner of Becheart Consulting, LLC located in Denver, Colorado, and has provided franchise and small business consulting through the company since July 2008. From March 2004 to June 2008, he served as a Vice President of Squeeze International Inc., a franchisor of smoothies and yogurt retail products located in Denver, Colorado. Justin R. Livingston Director of Global Franchise Development Mr. Livingston has been employed with us since June 2006 as our Franchise Development Coordinator, Franchise Development Manager and beginning January 2009 as our Director of Global Franchise Development. From October 2003 to May 2006, he was employed with Silver Canyon Coffee, a coffee roaster and wholesaler located in Boulder, Colorado, first as Director of Operations and later as Director of Sales and Marketing.

MW 2011 Unit FDD

Page 4

3.22.2011

Melinda Ellsworth Franchise Development Coordinator Ms. Ellsworth has served as our Development Coordinator since June 2009. From January 2007 to May 2009, she served as our Operations Support Manager. From January 2006 to January, 2007 Ms. Ellsworth attended The Ohio Broadcasting School located in Denver, Colorado. From January 2004 to January 2006 Ms. Ellsworth was a loan processor for JP Morgan Chase located in Denver, Colorado. Albert Schwartz Supply Chain Manager Mr. Schwartz has served as our Supply Chain Manager since April 2010. From August 2006 to Frebruary 2010, he served as the owner/operator of ASAS Enterprises located in Glendale, Colorado, a franchisee of the Pudge Bros. Pizza franchise system. From May 2005 to July 2006, Mr. Schwartz was a landman for ProTerra Gas & Oil Company located in Denver, Colorado. ITEM 3 LITIGATION Administrative In the Matter of Maui Wowi Franchising, Inc., Before the Securities Commissioner of Maryland, Case No. 2005-0651. On November 11, 2005, we entered into a Consent Order with the Securities Commissioner of Maryland (Commissioner) resulting from us inadvertently entering into four franchise agreements with Maryland residents after our registration in Maryland expired on June 9, 2004 (the Maryland Franchisees). The Consent Order required us to cease and desist from the offer and sale of unregistered franchises in Maryland, to diligently pursue the completion of our then pending application to register our Offering Circular in Maryland; to develop and implement new franchise law compliance procedures to ensure future compliance with the registration and disclosure provisions of Maryland Franchise Law, and to enroll an officer and a franchise compliance person in a franchise law compliance training program. Upon notification by the Commissioner, we sent to the Maryland Franchisees the registered Offering Circular, a copy of the Consent Order, and a letter notifying the Maryland Franchisees that they could rescind their franchise agreements. At this time we are in full compliance with the Consent Order. In the Matter of Maui Wowi Franchising, Inc., Before the Securities Commissioner of Maryland, Case No. 2007-0194. On September 12, 2007, we entered into a Consent Order with the Maryland Commissioner resulting from us inadvertently entering into two franchise agreements with two Maryland residents (the Second Maryland Franchisees) without delivering to them the appropriate Offering Circular. We were registered in the State of Maryland at the time of the offer and sale with an Offering Circular containing certain specific information required only by Maryland law. At the same time, we used a second form of Offering Circular in other states that did not contain all of the information required by Maryland law. Prior to the execution of the franchise agreements with the Second Maryland Franchisees, we accidentally delivered to them the Offering Circular that did not contain the Maryland-specific information. We subsequently reported these mistakes to the Commissioner. The Consent Order required us to cease and desist from the offer and sale of franchises in Maryland in violation of the Maryland Franchise Law; to diligently pursue the completion of our then pending application to register our Offering Circular in Maryland; to implement additional compliance measures to ensure future compliance with the Maryland Franchise Law; to employ an approved franchise law compliance training program or trainer to monitor our franchise activities in Maryland for two years; and to reimburse the Maryland Attorney General for its investigation and resolution costs in the total amount of $2,500. Additionally, we were required to provide to the Second Maryland Franchisees the registered Offering Circular, a copy of the Consent Order, and a letter notifying the Second Maryland Franchisees that they have a right to rescind their franchise agreements. The Commissioner and we subsequently entered into an Amended Consent MW 2011 Unit FDD Page 5 3.22.2011

Order in which we elected to withdraw from the State of Maryland instead of employing a compliance monitor, with the agreement to employ a monitor if we re-register in the State of Maryland. We have fully complied with the Amended Consent Order, and have subsequently employed a compliance monitor and applied for registration in the State of Maryland. Concluded Matters David A. Harmon v. Maui Wowi Marketing, Inc., AAA Case No. 77 114 00141 02. On November 8, 2004, David A. Harmon (Harmon) filed an Arbitration (the Original Harmon Arbitration) with the American Arbitration Association (AAA) against our predecessor, Maui Wowi Marketing, Inc., alleging that it breached a Franchise Termination Buy Back and Release Agreement (the Termination Agreement). Specifically, Harmon alleged that Maui Wowi Marketing, Inc. failed to provide monetary payments, equipment, and franchise sales opportunities to him. We, as the successor to Maui Wowi Marketing, Inc., denied all of Harmons allegations and we filed counterclaims against Harmon alleging that he fraudulently induced Maui Wowi Marketing, Inc. into entering into the Termination Agreement and that he has been unjustly enriched by monies and equipment provided under the Termination Agreement. A hearing was held on November 14, 2005, in Salt Lake City, Utah, and in January 2006 the arbitrator entered an award (the Award) in Harmons favor in the amount of $503,000. Subject to the terms of the Award, he also had the right to sell a total of 15 MAUI WOWI franchises provided he sold them in strict accordance with our Franchise Disclosure Document. After he sold any of the 15 franchises, we were to pay him any franchise fees collected for any leads provided to us by him which results in a sale of a franchise. On March 24, 2006, the parties entered into a Forebearance and Release Agreement (the Release Agreement), whereby Harmon agreed to refrain from taking any action on the Award, and we agreed to pay him $532,512.55, together with interest, payable $125,000 down and the remainder in no more than 41 monthly payments of not less than $10,000 per month. On December 14, 2009, Harmon filed an arbitration action with the AAA against us entitled David A. Harmon v. Maui Wowi Franchising, Inc., AAA Case No. 77 114 00523 09 LGB (the Subsequent Harmon Arbitration) alleging that we violated the Release Agreement. In the Subsequent Harmon Arbitration, Harmon claimed that he was entitled to enforce the original Termination Agreement due to our failure to comply fully with the Release Agreement. In particular, Harmon claimed that we owed him for sales of franchises made in his former Arizona territory plus interest, costs and attorney fees. We disputed that we owed Harmon for sales of franchises made in his former Arizona territory but conceded that payments were still owed under the Release Agreement. We also disputed that the AAA had jurisdiction over this matter. On December 23, 2009, after the AAA would not dismiss the Subsequent Harmon Arbitration, we filed a motion in a case entitled Maui Wowi Franchising, Inc. v. David A. Harmon, Arapahoe County District Court Case Number: 2009 CV 2820, Division 405, seeking a declaratory judgment that the Termination Agreement was merged into the Award, and that the Award was no longer enforceable by virtue of the Release Agreement so that Harmons rights were limited to claims under the Release Agreement. On March 6, 2010, the District Court granted our Motion to Stay the Subsequent Harmon Arbitration. On May 19, 2010, the parties entered into a Settlement and Release Agreement (Settlement Agreement) whereby it was stipulated that the amount owed under the Release Agreement was limited to $275,000, but that we would only owe $250,000 if we made payments pursuant to a payment schedule that extends through February 2012. All other rights of Harmon under the Award, the Termination Agreement and the Release Agreement in the Original Harmon Arbitration, including the right to sell 15 MAUI WOWI franchises, were terminated. Both the Subsequent Harmon Arbitration and the action in the Arapahoe County District Court were dismissed with prejudice as part of the Settlement Agreement. To date, we have complied fully with the Settlement Agreement. Vinod Sagar v. Maui Wowi Marketing, Inc., AAA Case No. 73 114 00464 05. On September 12, 2005, Vinod Sagar (Sagar) filed an Arbitration with the AAA against us, alleging that we breached a Franchise Agreement. Sagar claimed that we failed to comply with our obligations to locate and negotiate the business terms for a lease for his business, by failing to secure the rights for him to operate at MW 2011 Unit FDD Page 6 3.22.2011

the Los Angeles Convention Center and the Anaheim Convention Center. Sagar claimed damages in excess of $2 million. We denied that we breached any Franchise Agreement, and further alleged that if we did breach the Franchise Agreement, his damages were approximately $11,000. A hearing was held on February 5, 6, and 7, 2007 in Denver, Colorado. Following the hearing, on February 14, 2007, the arbitrator entered his decision finding that, although Sagars interpretation of our obligations under the Franchise Agreement was unjustifiable and his claimed damages were speculative and unsupportable, both parties to the Franchise Agreement failed to perform certain obligations under the Franchise Agreement. The arbitrator ultimately awarded Sagar a total of $38,400 as lost profits and $5,000 as a refund of the location fee which we had already offered to repay, plus one half of Sagars attorneys fees and costs. George & Terri Lamperez, et al. v. Maui Wowi Franchising, Inc, AAA Case No. 77-114-00367-10 02 LGB-R On November 30, 2009, GTWK Enterprises, L.L.C., George Lamperez and Terri Lamperez (collectively, Lamperez), then current franchisees of ours, filed an action entitled GTWK Enterprises, Inc., et al v. Maui Wowi Franchising, Inc, et. al., Number 584,853, Div. 26, 19th Judicial District Court, Parish of East Baton Rouge, Louisiana (the Lawsuit), against us, Pacific Breeze, L.L.C. (Pacific Breeze) who is an existing franchisee of ours, and SMG Food and Beverage, LLC (SMG), the food and beverage operator of the Baton Rouge River Center (the Center). Lamperez alleged that they had an agreement with SMG to operate their franchise at the Center, and that we infringed Lamperez agreement by permitting Pacific Breeze to operate its franchise at the Center in violation of their alleged agreement with SMG and their franchise agreement. The complaint sought damages of $114,000, which included their initial franchise fees, equipment costs, loss of future income, interest and other unspecified damages. We obtained a dismissal of the Lawsuit based on the arbitration clause in the Lamperez franchise agreement. Lamperez subsequently filed this arbitration action, asserting the same allegations as were set forth in the Lawsuit. We defended on the basis that Lamperez had not taken the necessary steps within our system to reserve the Center and that it was SMGs decision to choose Pacific Breeze for future events, not ours. On February 1, 2011, we settled with Lamperez under which they agreed to dismiss this action with prejudice, terminate their franchise rights, and honor all post termination covenants, for which we agreed to pay them $25,334. Except for the two Consent Orders, and the three concluded matters referenced above, no other litigation is required to be disclosed in this ITEM. ITEM 4 BANKRUPTCY Our Franchise Development Coordinator, Melinda Ellsworth, filed a voluntary petition under Chapter 7 of the U.S. Bankruptcy Code on October 24, 2003 (Case No. 03-31343 EEB, U.S. Bankruptcy Court, District of Colorado). On February 11, 2004, she obtained a discharge of her debts. Other than this one proceeding, no bankruptcy information is required to be disclosed in this ITEM. ITEM 5 INITIAL FEES The initial franchise fee (Initial Franchise Fee) for a Single Unit Franchise is $27,500. The Initial Franchise Fee for a Standard Franchise is $36,500. The Initial Franchise Fee for an Empire Builder Franchise is $59,500. The Initial Franchise Fee for each type of franchise is due in full upon signing of the Franchise Agreement. The Initial Franchise Fee is fully earned by us on signing the Franchise Agreement and is entirely non-refundable except if we, in our sole and absolute discretion, determine that you have not successfully completed (or are not making satisfactory progress in) your Mainland Training Program, at which point we may cancel the Franchise Agreement and/or any other agreements with you. In that event, we will refund 50 percent of the Initial Franchise Fee.

MW 2011 Unit FDD

Page 7

3.22.2011

The Initial Franchise Fee described above is uniform for all franchisees acquiring a franchise, based on the type of franchise being purchased, except that an Empire Builder Franchise owner who opens and is operating 10 Operating Units within three years of the date he or she signs the Franchise Agreement and is in good standing will earn the right to receive an additional Standard Franchise without paying an additional Initial Franchise Fee. Additionally, a DRS is entitled to open and operate a MAUI WOWI Business with up to three Operating Units (one of which is a required Fixed Kiosk or Retail Location that will be operated by the DRS) without paying an additional Initial Franchise Fee under certain conditions specified in the DRSs agreement with us. In addition to the Initial Franchise Fee, there are other payments that you are required to make to us or our Affiliate before you begin operating your MAUI WOWI Business. Franchisees operating a Fixed Operating Unit will pay our Affiliate a non-refundable Launch Fee (defined in ITEM 7) of $10,000, which offsets our costs in supporting your efforts to find and develop a Permanent Site. If you elect to operate at temporary events or at special or temporary venues, you will purchase from us or our Affiliate a Mobile Operating Unit at a cost ranging from $10,000 to $53,000. You may also purchase certain equipment from or through our Affiliate, although some of the required or optional equipment is also available through third party suppliers. This equipment is estimated to cost up to $25,000, depending on which type of Operating Unit you choose to open. These payments to our Affiliate are not refundable under any circumstances. See ITEM 7 below for a detailed listing of items that will be purchased as part of your initial investment for a MAUI WOWI Business based on the type of Operating Unit you desire to operate. ITEM 6 OTHER FEES
Column 1 Type of Fee Royalty(1)(2) Column 2 Amount 6% on the gross revenue generated by the sale of approved non-proprietary products purchased from third parties and non-MAUI WOWI branded items purchased from our Affiliate 12% of the purchase price of MAUI WOWI Products and MAUI WOWI Supplies and Equipment. 2% on the gross revenue generated by the sale of approved nonproprietary products purchased from third parties and non-MAUI WOWI branded items purchased from our Affiliate $10,000 Column 3 Due Date Monthly, or at greater intervals in our discretion Column 4 Remarks In lieu of a royalty, our Affiliate receives income from the sale of MAUI WOWI Products and MAUI WOWI Supplies and Equipment to you. However, a royalty of 6% will be collected on approved non-proprietary products and non-MAUI WOWI branded items that you sell.

Marketing Fee(1)(2)

Payable at the time of each purchase of the MAUI WOWI Products and MAUI WOWI Supplies and Equipment and weekly (or at more frequent intervals in our discretion) for sales of approved nonproprietary products and non-MAUI WOWI branded items

The Marketing Fee of 12% of the purchase price of MAUI WOWI Products and MAUI WOWI Supplies and Equipment is calculated at the time of the purchase and is in addition to the list price for MAUI WOWI Products and MAUI WOWI Supplies and Equipment. This fee represents approximately 1% to 2% of the recommended sales price of a typical smoothie. See ITEM 11.

Launch Fee(1)

Upon signing each Operating Unit Rider to open a Fixed Operating Unit

Payable to our Affiliate for assisting you in locating, leasing and constructing a Permanent Site for a Fixed Operating Unit, and providing on-site training. See ITEM 7.

MW 2011 Unit FDD

Page 8

3.22.2011

Column 1 Type of Fee IT Management Fee(1)

Column 2 Amount $35.95/month

Column 3 Due Date Monthly

POS System Software Maintenance, Support, and Upgrade Contract(1)

$112.50/month

Beginning one year after purchase of POS System

Additional Training/Assistance(1)

Expenses of Attending International Convention(1)

Training Cancellation Fee(1) Transfer(1)

Any additional training conducted at our corporate headquarters will be without extra charge (other than your travel and living expenses). Any additional training conducted outside of our corporate headquarters will cost up to $500 per day (not including travel and living expenses). $1,000 for one or two to attend a Franchise Owner International Convention, and if you attend $500 is credited back to you; $500 for each additional attendee you bring in excess of two (not including travel and living expenses) $500 per person

In advance

Column 4 Remarks Collected during first seven days of each month via ACH, for access to our proprietary intranet system online network for communications and ordering. If you operate at a Permanent Site, you are required to obtain a POS System (defined in ITEM 7) that we designate from the supplier that we designate. The first year of maintenance, service, and support for the software of the POS System is included in the purchase price of the POS System, but after that period you will be required to purchase a software maintenance, support, and upgrade contract from the supplier and pay this monthly fee, which is subject to increase by the supplier. See ITEM 11. We provide additional training or assistance upon your reasonable request. We may also require you to attend and successfully complete additional training if we determine it appropriate or necessary. See ITEM 11. You will also be responsible for our travel and living expenses, if we send a representative to provide on-site training or assistance, or your (or your other representatives) travel and living expenses if the training or assistance is not provided onsite. We can change the costs upon 30 days notice to you.

As incurred

We reserve the right to conduct one Franchise Owner International Convention each year that you are required to attend. We will charge you by ACH on the time frame as is provided in the Library of Operating Manuals. You are also responsible for any travel and living expenses in attending a Franchise Owner International Convention. See ITEM 11.

At time of cancellation

25% of the thencurrent Initial Franchise Fee

Renewal Fee(1)

20% of the franchise fee being charged at the time

$500.00 deposit at time of transfer application submittal. Remaining balance of fee at time of approved transfer Before renewal

If you cancel your Mainland Training Program attendance within two weeks of the date of the program, you will be required to pay this cancellation fee to us. Payable to us when you sell your franchise. No charge if franchise transferred to an entity which you control. See ITEM 9.

Payable before renewal.

MW 2011 Unit FDD

Page 9

3.22.2011

Column 1 Type of Fee Resale Assistance Fee(1)

Column 2 Amount $12,500 per franchise

Column 3 Due Date At time of sale of your franchise

Column 4 Remarks Payable to us only if we identify a buyer for one or more of your Operating Units.

Interest on Past Due Invoices(1)(3) Late Fees(1)

See Note 3 below

Immediate

$100

As incurred

Costs and Attorneys Fees(1)

Will vary

As incurred

Indemnification Under Franchise Agreement(1) Audit Fee(1)

Will vary

As incurred

Will vary based on cost of audit

Fees for Dishonor of ACH or Credit Card Payment(1)

2.5% of the Amount Requested as a handling fee, plus a $50 non-sufficient funds or nonsufficient credit fee

When we discover an underpayment or if a report is not submitted as required, with 10 days notice Immediate

Interest accrues on all payments not received by the due date indicated on the respective invoice. We may charge you a late fee of $100 if any reports or fees are not delivered or paid when due. Payable upon your failure to comply with the Franchise Agreement, or if you fail to prevail in litigation or arbitration against us related to the Franchise Agreement. You have to reimburse us if we are held liable for claims resulting from your MAUI WOWI Business. You will reimburse us the cost of an audit if we discover an underpayment of greater than 2% or if a report is not submitted as required.

The handling fee and non-sufficient funds or non-sufficient credit fee are imposed when an ACH or credit card transaction is not honored.

(1) These fees are imposed by us and paid to us or our Affiliate. None of these fees are refundable. We require you to pay for purchases of MAUI WOWI Products and MAUI WOWI Supplies and Equipment electronically by Automatic Clearing House (ACH), however, we may, in our discretion, permit you to pay such amounts by credit card. We reserve the right to implement and require another fund transfer network or billing system in the future. All fees are generally imposed uniformly on all U.S. franchisees who sign our current Franchise Agreement, but we may in unique situations modify certain fees. Certain fees provided in the current Franchise Agreement have changed from the amounts charged in the past and may change in the future. Franchisees are only responsible for those fees contained in the Franchise Agreement that they execute. As a result, existing and future franchisees may have fees imposed on them that are different from those represented in this table. (2) Gross Revenues include all revenues you receive from your customers. Gross Revenues do not include sales or use tax or discounts you provide to your customers. (3) Interest begins from the date of non-payment. Interest is the greater of (i) the Prime Rate plus 4 percent, or (ii) 18 percent per annum calculated monthly on any outstanding balance. Prime Rate is the announced base rate applicable to corporate loans in the Wall Street Journal.

MW 2011 Unit FDD

Page 10

3.22.2011

ITEM 7 ESTIMATED INITIAL INVESTMENT YOUR ESTIMATED INITIAL INVESTMENT Mobile Operating Units (Note 1)
Column 1 Type of Expenditure Column 2 Amount Column 3 Method of Payment Lump Sum As incurred Column 4 When Due Column 5

Initial Franchise Fee and Training Fee (Note 2) Travel and Living Expenses Incurred by You During the Mainland Training Program (Note 3) Concession License Fee (Note 4) Mobile Operating Unit (Note 5) Coffee Equipment (Note 7) Optional Equipment (Note 8)

$27,500 - $59,500 $650 - $3,550

To Whom Payment is to be Made When you sign the Franchise Us Agreement As Incurred Third Parties

(Note 5) $10,000 - $53,000 $800 - $12,000 $0 - $15,000

(Note 5) Lump Sum Lump Sum Lump Sum

(Note 5) When purchased When purchased When Ordered

Opening Inventory (Note 10) POS System, Credit Card Processing and Back Office Computer Equipment (Optional) (Note 12) Miscellaneous Opening Costs (Note 13) Additional Funds - 3 Months (Note 14) TOTAL: (Notes 15 and 16)

$1,500 - $7,000 $0 - $10,000

As Incurred Lump Sum

As Incurred Prior to Making Your First Sale

Third Parties Our Affiliate Our Affiliate Supplier/Our Affiliate; Approved Third Parties Supplier Our Affiliate; Approved Third Parties Third Parties Third Parties

$1,750 - $5,000 $0 - $13,500 $42,200 $178,550

As Incurred As Incurred

As Incurred As Incurred

Additional Investment if the Mobile Operating Unit Is Operated From a Permanent Site Real Estate Lease (Note 4) POS System, Credit Card Processing and Back Office Computer Equipment (Mandatory) (Note 12) ADJUSTED TOTAL: (Notes 15 and 16) $1,200 - $30,000 $5,000 - $10,000 As Agreed Lump Sum As Agreed Prior to Making Your First Sale Third Parties Our Affiliate; Approved Third Parties

$48,400 $208,550

MW 2011 Unit FDD

Page 11

3.22.2011

Fixed Operating Units (Note 1)

Column 1 Type of Expenditure Column 2 Amount Column 3 Method of Payment Lump Sum As incurred Column 4 When Due Column 5

Initial Franchise Fee and Training Fee (Note 2) Travel and Living Expenses Incurred by You During the Mainland Training Program (Note 3) Real Estate Lease (Note 4) Fixed Kiosk (Note 5) Equipment/Dcor (Notes 5 and 7) Construction (Note 6) Launch Fee (Note 9)

$27,500 - $59,500 $650 - $3,550

To Whom Payment is to be Made When you sign the Franchise Us Agreement At Training Third Parties

$1,200 - $30,000 $0 - $90,000 $7,500 - $25,000

As Agreed As Agreed Lump Sum

As Agreed As Agreed When purchased When purchased Upon signing an Operating Unit Rider to open a Fixed Kiosk or Stand-Alone Operating Unit As Incurred As Incurred As Incurred Prior to Making Your First Sale As Incurred As Incurred

$10,000 - $140,000 Lump Sum $10,000 Lump Sum

Third Parties Supplier Supplier/Our Affiliate Supplier Our Affiliate

Architects Fees (Note 9) Opening Inventory (Note 10) Signage (Note 11) POS System, Credit Card Processing and Back Office Computer Equipment (Note 12) Miscellaneous Opening Costs (Note 13) Additional Funds - 3 Months (Note 14) TOTAL: (Notes 15 and 16)

$4,000 - $12,000 $2,000 - $8,000 $3,500 - $12,000 $5,000 - $12,000

As Incurred As Incurred As Incurred Lump Sum

$3,000 - $8,000 $0 - $40,000 $74,000 $360,050

As Incurred As Incurred

Architect Supplier Supplier Our Affiliate; Approved Third Parties Third Parties Third Parties

(1) There are three types of MAUI WOWI unit franchises that you may purchase: a Single Unit Franchise, a Standard Franchise, and an Empire Builder Franchise. (See ITEM 1.) Regardless of the type of franchise you choose to buy, your initial investment will depend mainly on the type of Operating Unit you choose to open as your first Operating Unit. (2) The Initial Franchise Fee is $27,500 for a Single Unit Franchise, $36,500 for a Standard Franchise and $59,500 for an Empire Builder Franchise (see ITEM 5). Initial Franchise Fees are paid only once based on the type of franchise acquired by you. (3) We provide a Mainland Training Program for up to two individuals (or up to three individuals if you purchase an Empire Builder Franchise) at a location we designate in the Denver, Colorado metro area, or at another site designated by us, without an additional fee. (See ITEM 11.) You will pay your own transportation and living expenses (including the expenses for a hotel room(s) for three to five nights) during the Mainland Training Program. If you cancel your attendance at the Mainland Training Program within two weeks of the first day of Mainland Training Program, you will be charged a $500 cancellation fee unless we waive this fee in writing. If you purchase an Empire Builder Franchise, we will later provide the Mainland Training Program for an additional Manager for each subsequent Operating Unit you elect to open after the first Operating Unit.

MW 2011 Unit FDD

Page 12

3.22.2011

(4) Depending on what type of Operating Unit you choose to operate, you may incur lease or concession license charges. If you choose a Fixed Operating Unit, or if you choose to operate Mobile Operating Unit at a Permanent Site rather than an Event, you will be required to purchase or lease real property where your Operating Unit will be located. You will need approximately 60 to 1,200 square feet of floor space. The estimates in the tables include the first three months lease payments, and a security deposit equal to one months rent. We used a lease rent rate of between $4.00 and $75.00 per square foot, annually. However, the lease rent rate and required deposit varies considerably from location to location.

You may also choose to engage the services of a commercial broker to assist you in locating a Permanent Site. In most cases, the brokers fee, which you will negotiate with the broker, will be paid by the landlord. We have included the brokers fee in the estimated lease rent rate and required deposit. If you choose to operate from a Mobile Operating Unit at an Event, you may be charged a concession license charge by the organizer of the Event. These costs vary depending on the Event and its organizer. You should investigate these charges before you agree to operate at a particular Permanent Site or Event. (See also Note 7 below.)
(5) You will pay our Affiliate or Supplier for the Mobile Operating Unit immediately upon executing the Operating Unit Rider; provided, if the Mobile Operating Unit, other than a Catering Cart, is your initial Operating Unit, you will purchase the Operating Unit within two weeks of the signing of the Franchise Agreement. Shipping costs for the Mobile Operating Unit are included in this estimate and vary depending on type of unit and delivery destination, but are estimated to range from $0 to approximately $7,000. We have also included in this estimate the cost of a custom transport trailer recommended for use with the Kaanapali Cart. If you will operate from a Fixed Kiosk, the Fixed Kiosk will be purchased from our designated supplier at an estimated cost of $40,000 to $90,000. The shipping costs for the Fixed Kiosk are included with the construction costs (see Note 6, below). Additionally, these estimates include the Marketing Fee (as defined in ITEM 11), which will be added to all of these costs. If you will be operating an Event Concession Trailer, you will need to own a suitable vehicle to tow the Event Concession Trailer. We have not included the cost of a vehicle or trailer (other than the Event Concession Trailer itself) in these estimated costs. (6) The cost incurred to construct a Fixed Operating Unit will depend on a large number of factors that will vary by the location for the Fixed Operating Unit, including the Permanent Site you choose, the region of the country where your MAUI WOWI Business is located, and the costs incurred to run necessary electrical and water lines. The highest end of this estimate, $140,000, represents the high estimate for the costs of construction of a Fixed Operating Unit. (7) You will purchase espresso machines, blenders, signage, dcor and other equipment as listed in the Library of Operating Manuals and as may be otherwise designated by us. If you are operating a Mobile Operating Unit, you will buy the coffee equipment from our Affiliate but you are not obligated to buy the Espresso program. If you are operating a Fixed Operating Unit, you will be required to purchase both the coffee equipment and the Espresso equipment from our Affiliate. The Marketing Fee will also be added to all purchases of MAUI WOWI Supplies and Equipment and MAUI WOWI Products. (See ITEM 11.) (8) In addition to the required equipment purchases discussed above, there are other items of equipment that, although not mandatory, are generally recommended that you acquire. This may include a three-basin sink that costs approximately $5,000, and is available from our Affiliate. We have also not included costs for optional equipment for a Fixed Operating Unit, due to the fact that equipment needs for a Fixed Operating Unit are widely variable and are determined on a case by case basis.

We and our Affiliate have established a network of professional organizations to assist all franchisees opening Fixed Operating Units. You are required to work with vendors designated by us and our Affiliate for the location, development and construction of your Fixed Operating Unit, including architects, real estate brokers, millwork, signage and equipment suppliers, construction service providers, and contractors. You will be charged a launch fee (Launch Fee) of $10,000. The Launch Fee does not include payment of MW 2011 Unit FDD Page 13 3.22.2011
(9)

your architect fees. You are responsible for any amount owed to the architect you use. If you purchase an Empire Builder franchise, the Launch Fee that you will be charged upon signing the Operating Unit Rider for your second Operating Unit at a Permanent Site will be reduced by 50 percent, and the Launch Fee will be waived for the third and all subsequent Operating Units that you later open at a Permanent Site under the Franchise Agreement. The Launch Fee will not be refundable in whole or in part under any circumstances. However, if you request, execute and deliver an Operating Unit Rider to open a Mobile Operating Unit within 9 months after your execution of the Operating Unit Rider for your Operating Unit at a Permanent Site, the amount of the Launch Fee paid, less the amount of any out-of-pocket expenses incurred by us in rendering the pre-opening launch services described above and an amount determined by us in our sole discretion as a fee for the performance of such services through the date of your request, will be applied by us toward the purchase price of the Mobile Operating Unit. The minimum required opening inventory varies by Operating Unit. For each Operating Unit type, you are required to purchase a designated minimum number of cases of MAUI WOWI Blends for making smoothies. You will buy this amount of opening inventory from a supplier designated by us when you sign your Operating Unit Rider to open an Operating Unit. We may, in our sole discretion, permit you to buy lesser initial amounts of opening inventory depending, in part, on your proximity to a distribution center of our suppliers.
(10)

You will purchase and install at your expense signage based on our System standards, as described in the Library of Operating Manuals or as we may otherwise designate.
(11) (12) This figure includes the cost range for a point-of-sale system (POS System), credit card processing, a high speed internet connection and back office computer systems. These systems are currently required only for Fixed Operating Units and Mobile Operating Units operating from Permanent Sites. You are required to use the POS System designated by us. (See ITEM 11.) Although currently optional for Mobile Operating Units operating from Events, we reserve the right to require a POS System, credit card processing, and back office computer system for the Mobile Operating Units operating from Events. The range in the cost of these systems is dependent upon a number of factors, including the number of terminals, type of hardware, type and number of peripheral devices, additional software requirements and back office computer configuration. (13) The Miscellaneous Opening Costs include utility costs, permitting/plan check fees, business entity organization expenses, insurance and deposits for the first three months of operation of your MAUI WOWI Business, as well as the miscellaneous small wares. (14) This is for budgeting purposes only to account for unanticipated expenses. This estimates your pre-operational expenses, which we have not listed above, as well as additional funds necessary for the first three months of your business operations but excludes any revenue you may generate from operating your MAUI WOWI Business. These figures are estimates and we cannot guarantee that you will not have additional expenses starting the MAUI WOWI Business. Your costs will depend on factors such as: how closely you follow our methods and procedures; your management skill, experience and business acumen; local economic conditions; local zoning or regulation compliance; the local market for our products and services; the prevailing wage rate; competition; and the sales level reached during this initial period. This item includes a variety of expenses and working capital items during your start-up phase such as: legal and accounting fees; advertising, promotional expenses and materials; employee salaries and bonus programs; and other miscellaneous costs. However, this item excludes your salary and also excludes any sales, use or similar taxes that may be assessed by your state or local authorities and for which you are solely responsible. Please check with your local and state governmental agencies for any taxes that may be assessed. (15) We relied on our principals and our predecessors combined 28 years of experience in the fresh fruit smoothie business as well as reporting provided by some of the over 200 franchise operators of ours to compile these estimates. This is an estimate of your initial investment and is based on our estimate of nationwide average costs and market conditions prevailing as of the date of this Disclosure Document. You

MW 2011 Unit FDD

Page 14

3.22.2011

will bear any deviation or escalation in costs from the estimates that we have given. You should review these figures carefully with a business advisor before making any decision to purchase a franchise. Presently, we do not offer financing for any part of your initial investment (see ITEM 10). The availability and terms of financing from independent third parties depends on factors such as the availability of financing generally, your creditworthiness, other security and collateral you may have and policies of lenders. Your costs may be even greater than the high range noted in the chart if you purchase an Empire Builder Franchise or Standard Franchise and open multiple Operating Units.
(16) All of the payments to us and our Affiliate are nonrefundable under any circumstances once paid, except that the Initial Franchise Fee is partially refundable only in those circumstances provided in ITEM 5 above. Payments to third parties may or may not be refundable depending on your agreement with such third parties; however, usually such payments are nonrefundable.

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES We require that you establish and operate your MAUI WOWI Business in compliance with your Franchise Agreement. You will strictly follow our product and service specifications as stated in the Library of Operating Manuals we will provide to you. See ITEM 11 below. In operating your MAUI WOWI Business, you must strictly follow the procedures, standards and specifications in the Library of Operating Manuals and in the Franchise Agreement, and all products and supplies must conform to our standards and specifications which have been established through years of experience. Failure to do so is grounds for termination of your Franchise Agreement. As technological advances in equipment occur, or we find better tasting and/or improved ingredients to use, we may modify our products and equipment specifications accordingly. We reserve the right to change our standards and specifications with prompt written notice to you by fax, mail, electronic mail or as posted on our Franchise Operators web page on our website. Our standards and specifications have been established in order to maintain a uniform standard of high quality, value, customer recognition, advertising support and availability to be furnished to the public in connection with our Marks. You will purchase all of the items you sell through your MAUI WOWI Business and use in your MAUI WOWI Business from us, our Affiliate or a source we designate or approve. You will also purchase MAUI WOWI Supplies and Equipment, in addition to certain other products and equipment from our Affiliate or authorized third party distributors, vendors, or suppliers which may have their own terms and conditions of sale. We will provide a list of these authorized third party entities to you. This list is subject to change without notice. Our Affiliate or designated suppliers will supply most items you need to conduct your MAUI WOWI Business with the exception of fresh bananas, ice and milk. No officer of ours owns an interest in any of our designated suppliers. If there is no designated supplier for a particular item, you will purchase all products and services from other suppliers who meet all of our specifications and standards. Shipping costs for each of the Mobile Operating Units, which you will purchase from our Affiliate or authorized third party suppliers, vary depending on type of unit and delivery destination, but are estimated to range from $0 to approximately $7,000. You will sell and provide only MAUI WOWI Products and MAUI WOWI Services and other products and services previously approved by us or our Affiliate (the Approved Products and Services). There can be no substitutions, unapproved formulas, or unapproved product mixtures without our prior written consent. If you want to sell, offer, conduct or utilize any products, services, materials, forms, items or supplies for sale or use in the operation of your MAUI WOWI Business which we have not previously approved as meeting our specifications, you will receive written notification from us expressing our approval. We may, in our sole discretion, and for any reason, withhold our approval. Our criteria for supplier approval are available to you upon request. Those criteria are subject to modification at any time effective immediately upon notice to MW 2011 Unit FDD Page 15 3.22.2011

you. For us to make a determination, you will submit specifications, information and samples of the proposed products or services as outlined in the Library of Operating Manuals. We will advise you within a reasonable amount of time whether the products or services meet our specifications. We may change our standards and specifications, or suppliers who have our authorization, at any time, if we give you written notice in advance. The purchase of MAUI WOWI Products and Equipment from our Affiliate will represent approximately 30 percent to 80 percent of your total cost of all purchases and leases for establishing your MAUI WOWI Business, depending upon the business model you choose to operate, and approximately 20 percent to 30 percent of your cost of all purchases and leases for operating your MAUI WOWI Business. When you purchase MAUI WOWI Products and MAUI WOWI Supplies and Equipment from our Affiliate, you are charged an additional 12 percent to be deposited into the Marketing Fund. (See ITEM 11.) You also will pay a royalty of 6 percent and a Marketing Fee of 2 percent on the gross revenue generated by your sale of products that you purchase from alternative sources and non-MAUI WOWI branded items purchased from our Affiliate or approved suppliers. (See ITEMS 6 and 11.) You are prohibited from buying or selling MAUI WOWI Products and MAUI WOWI Supplies and Equipment from or to any other current or former franchisee without notifying us and receiving our written authorization. We may withhold our authorization in our discretion. If you are opening your first Operating Unit under the Franchise Agreement, you will purchase new MAUI WOWI Products and MAUI WOWI Supplies and Equipment from us or our Affiliate for use in that Operating Unit. You will purchase computer hardware and other software that meets our minimum specifications. (See ITEM 11.) You will use one or more of our Mobile Operating Units or Fixed Operating Units in the operation of your MAUI WOWI Business or have prior written approval of an alternative facility from us. You are not authorized to sell any MAUI WOWI Products or provide any MAUI WOWI Services using other marketing strategies or distribution channels such as direct sales, wholesale restaurant sales, quick-service food stores, grocery stores, or wholesale or retail outlets, without our prior written approval. If you operate a Fixed Operating Unit, you will pay our Affiliate a Launch Fee upon signing an Operating Unit Rider to open a Fixed Operating Unit and use the services of our designated vendors for locating, developing, and constructing the Operating Unit. (See ITEM 7). If you operate a Mobile Operating Unit or Fixed Kiosk, you will purchase the Mobile Operating Unit or Fixed Kiosk materials upon signing the Operating Unit Rider to open the Operating Unit. (See ITEM 7.) You will maintain a clean and attractive Operating Unit with prompt and courteous service to the public at all times. You are required to correct any defects, deficiencies, outdated logos and Marks, and unsatisfactory conditions in the appearance, conduct or operation of your MAUI WOWI Business if we ask you to do so and will comply with our Franchise Agreement and our Library of Operating Manuals at all times. (See Franchise Agreement, Sections 7.2, 7.3 and 7.6.) In the operation of your MAUI WOWI Business, your employees will be required to wear a MAUI WOWI uniform or other apparel as approved by us. We have the right to observe and inspect your operations at your Operating Unit(s) for compliance with the Library of Operating Manuals and for general observations. Upon a termination of an agreement with you by the landlord of a Permanent Site or the organizer of an Event, we reserve the right, in our discretion, to select an alternate franchise owner to operate at the Permanent Site or Event. As part of the System, we reserve the right, in our discretion, to require you to play music approved by us at your Operating Unit(s). Other than the requirements above, you are not obligated to purchase or lease any goods, services, supplies, fixtures, equipment, inventory or real estate from us or any other specifically designated source. All of our revenues are derived from franchise fees. We do not derive any revenue or other material consideration from the sale of products or services to our franchisees, and we do not derive any revenue from real estate leases. However, our Affiliate does receive revenue based on the sale of products and services to our franchisees. During the fiscal year ended December 31, 2010, our Affiliates revenues from the sale of MAUI MW 2011 Unit FDD Page 16 3.22.2011

WOWI Products and MAUI WOWI Supplies and Equipment to franchisees of ours was $3,409,000, which represented approximately 93 percent of our Affiliates total revenue of $3,670,000. In addition, our Affiliate provides construction management services for all franchisees operating from Retail Stores. (See ITEM 7). During the fiscal year ended December 31, 2010, our Affiliates income from Location Assistance Fees (now referred to as the Launch Fee) was $153,000, which represented approximately 4 percent of our Affiliates total revenue. This information was taken from our Affiliates unaudited financial statements. Other than our Affiliate, no affiliate of ours derived revenues from the sale of any products or services to our franchisees, or from the lease of real estate to our franchisees during the fiscal year ended December 31, 2010. We do not have any purchasing or distribution cooperatives as of the date of this Disclosure Document. We do not provide material benefits, such as renewing or granting additional franchises, to franchisees based on their use of designated or approved suppliers. We may negotiate purchase arrangements with other suppliers and distributors in the future. Instead of charging you a royalty on the gross revenues resulting from your sales of MAUI WOWI Products, certain of our designated suppliers make payments to us based on purchases by our franchisees. Certain food and drink item suppliers pay us a rebate equal to approximately 30% of the prices paid by our franchisees for purchases. Our uniform supplier pays us a rebate equal to 6% of the prices paid by our franchisees for uniforms purchased. These payments are in addition to the Marketing Fee payable to us based on purchases by our franchisees. Some of our suppliers pay us to be recognized as a sponsor at our Franchise Owner International Conventions. Except as stated in this ITEM 8, you do not receive a material benefit from us based on your use of any particular designated or approved source. ITEM 9 FRANCHISEES OBLIGATIONS This table lists your principal obligations under the Franchise Agreement and other agreements. It will help you to find more detailed information about your obligations in these agreements and in other items of this Disclosure Document.
Section in Agreement a. b. c. d. e. f. g. h. i. j. k. l. m. n. o. p. q. Obligation Site selection and acquisition/lease Pre-opening purchases/leases Site development and other pre-opening requirements Initial and ongoing training Opening Fees Compliance with standards and policies/ Operating Manual Trademarks and proprietary information Restrictions on products/services offered Warranty and customer service requirements Territorial development and sales quotas Ongoing product/service purchases Maintenance, appearance and remodeling requirements Insurance Advertising Indemnification Owners participation/management/staffing Section 1.3 Sections 4.1, 6.1 and 8.1 Sections 1.3, 1.4, 3.11 and 4.5 Sections 6.1.3, 6.1.5, 6.2.1, 7.8 and 7.9 Section 7.16 Sections 4.1 - 4.6 Sections 7.2, 7.3 and 7.6 Sections 3.1 - 3.11 Sections 7.4, 8.2 and 8.4 Sections 7.6 and 8.3 Sections 7.16 and 8.1 Sections 8.1, 8.2 and 8.4 Sections 1.3, 3.3, 3.11, 3.12, 7.2, 7.6 and 7.7 Section 7.5 Sections 5.1 5.3 Section 7.12 Section 7.13 Disclosure Document Item ITEM 11 ITEMS 5 and 7 ITEM 11 ITEM 11 ITEM 11 ITEMS 5 and 6 ITEMS 8 and 11 ITEMS 13 and 14 ITEM 16 ITEM 11 ITEM 12 ITEM 8 ITEM 11 ITEM 7 ITEM 11 ITEM 6 ITEM 15

MW 2011 Unit FDD

Page 17

3.22.2011

Section in Agreement Obligation r. s. t. u. v. w. x. Records/reports Inspections/audits Transfer Renewal Post-termination obligations Non-competition covenants Dispute resolution Section 7.10 Section 7.3 Sections 12.1 12.10 Sections 2.2, 2.3 and 2.4 Sections 10.1, 10.2 and 10.3 Sections 14.1 and 14.2 Sections 15.1 - 15.8

Disclosure Document Item ITEM 11 ITEM 8 ITEM 17 ITEMS 6 and 17 ITEM 17 ITEMS 14, 15 and 17 ITEM 17

ITEM 10 FINANCING We do not offer direct or indirect financing. We do not guarantee your note, lease or obligation. ITEM 11 FRANCHISORS ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING Except as listed below, we are not required to provide you with any assistance. Pre-Opening Assistance Before you make your first sale through your MAUI WOWI Business, we or our designees will: 1. If you execute an Operating Unit Rider to open a Fixed Operating Unit, provide assistance for your Fixed Operating Unit including site selection, site evaluation, lease review, and construction and project management; and provide you with advice about your Fixed Operating Unit construction. (See Operating Unit Riders to the Franchise Agreement.) 2. If you execute an Operating Unit Rider to open a Mobile Operating Unit, or Fixed Kiosk, provide you information on how to use the Mobile Operating Unit or Fixed Kiosk. (See Operating Unit Riders to the Franchise Agreement.) 3. Counsel you on necessary start-up and inventory items and assist you with ordering, through our Affiliate or other suppliers, as applicable, MAUI WOWI Products and MAUI WOWI Equipment and Supplies that are necessary for commencement of operations, including MAUI WOWI Blends, Hawaiian coffee, espresso, merchandise, parasols, cups, straws and other MAUI WOWI Products and MAUI WOWI Supplies and Equipment purchased from our Affiliate and other suppliers. (See Franchise Agreement, Section 6.1.1.) 4. Provide you with advice about which optional equipment to purchase. Agreement, Section 6.1.2.) (See Franchise

5. Provide training and assistance with site selection, acquisition and development, but we assume no liability related to your selection, negotiation and acquisition of Permanent Sites or Events and you are responsible for selecting your Permanent Sites or Events. (See Operating Unit Riders to the Franchise Agreement.) You may elect to locate your MAUI WOWI Business at a Permanent Site or Event which we have previously secured and made available to you or other MAUI WOWI franchise operators. (See Operating Unit Riders to the Franchise Agreement.) 6. Provide the Mainland Training Program (defined below) for up to two individuals (or up to three individuals if you purchase an Empire Builder Franchise). We will provide this training program for additional individuals for an additional fee. We will also provide you with online training at no additional cost to you. (See Franchise Agreement, Section 6.1.3) MW 2011 Unit FDD Page 18 3.22.2011

7. Establish and provide to you operating standards and specifications for the operation of the MAUI WOWI Business, which standards and specifications shall be provided in the Library of Operating Manuals or other writing or on the website, and loan you one copy of our confidential Library of Operating Manuals. (See Franchise Agreement Sections 3.12 and 6.1.5.) Continuing Assistance During the operation of your MAUI WOWI Business, we or our designees will:
1. If you acquire a Standard Franchise or Empire Builder Franchise, provide each of the items described in Pre-Opening Assistance above for each additional Operating Unit you open and operate except the Mainland Training Program listed in paragraph number 6, above. (See Franchise Agreement, Section 6.2.1.) However, if you operate a Mobile Operating Unit as your first Operating Unit, and later open a Fixed Operating Unit, we may require you, in our discretion, to participate in additional initial training before opening the Fixed Operating Unit. (See below.) 2. Establish and provide to you operating standards and specifications for the operation of your MAUI WOWI Business in the Library of Operating Manuals as presented in writing or on our website. We may change or update these procedures, standards and specifications at our discretion. (See Franchise Agreement, Sections 3.3, 3.12, and 7.2.) 3. Hold a Franchise Owner International Convention, at certain times at our discretion, to discuss sales techniques, operational standards, and advertising. You are required to attend the Franchise Owner International Convention, which will be held no more often than once per year at a location chosen by us. (See Franchise Agreement, Sections 6.2.4 and 7.9.)

4. Provide you with reasonable numbers of samples of new advertising and promotional materials as they are developed by Maui Wowi, if requested by you. We reserve the right to charge a fee for these materials. 5. Provide you with a reasonable amount of consultation by telephone, facsimile or e-mail correspondence to assist with problems you may encounter, based on the availiability of our representatives and in our discretion. (See Franchise Agreement, Section 6.2.2.) 6. Provide you with additional training at our corporate headquarters at no additional charge, whether we determine that you require additional training, or if you request additional training. We may require you to undergo additional training if we determine that you are not operating your MAUI WOWI Business in accordance with our standards and specifications. If we provide any additional training or assistance at a location other than our corporate headquarters, you will be charged our standard rate in effect at the time. As of the date of this Disclosure Document, we charge a fee of $500 per day, payable in advance or as otherwise agreed. You will also pay the cost of travel, meals and accommodations for our representatives, if we provide on-site training or assistance. You will pay the cost of travel, meals and accommodations for you or your representatives associated with any additional training or assistance that is conducted at our corporate headquarters. (See Franchise Agreement, Section 7.8.3.) 7. We will provide you with a newsletter that we may periodically publish in print or electronic format, in our sole discretion. (See Franchise Agreement, Section 6.2.5.) Marketing You pay a Marketing Fee equal to 12 percent of your purchase price of all MAUI WOWI Products and MAUI WOWI Supplies and Equipment (the Marketing Fee), which amount will be added to the prices charged by our Affiliate when you purchase items directly from our Affiliate. If the product or equipment is purchased via a third party supplier and if the third party supplier does not collect the 12 percent Marketing Fee at the time of sale, our Affiliate may collect the Marketing Fee by supplying you with an invoice summarizing MW 2011 Unit FDD Page 19 3.22.2011

the purchases made by you via a third party supplier and then collecting 12 percent of the purchase price via an ACH (Automatic Clearing House) transaction. You will also pay a royalty of 6 percent and a Marketing Fee of 2 percent of your gross revenue generated by your sales of approved, non-proprietary products purchased from any source and on your gross revenue generated from your sale of non-MAUI WOWI branded items that you purchase from our Affiliate. Our Affiliate will collect the 6 percent royalty and 2 percent Marketing Fee related to the sale of approved nonproprietary and non-MAUI WOWI branded items after you report the sales of those items, as required, with collection being made via an ACH transaction. Our Affiliate deposits these marketing contributions into a separate bank account known as the MAUI WOWI Marketing Fund (Marketing Fund). We reserve the right to discontinue or defer the Marketing Fee, or limit the products, supplies, equipment, and items to which the Marketing Fee is applied, in our sole discretion. The Marketing Funds primary purpose is to support sales by the System and to build brand identity. Our Affiliate may use the Marketing Fund for production and placement of media advertising; agency costs and commissions; creation and production of video, audio and written advertisements; administering regional and multi-regional advertising programs; direct response literature; direct mailings; online mailings; brochures; collateral advertising material; research; surveys of advertising effectiveness; providing materials and personnel to support the marketing function and creating, producing, and implementing websites for us and/or our franchisees; in-house staff assistance and related administrative costs; local promotions; supporting public relations; and other advertising expenditures relating to advertising our services and products. The Marketing Fund may also be allocated to pay the overhead expenses related to the Marketing Fund. If we or our Affiliate places advertising rather than engage an advertising agency for this purpose, we or our Affiliate shall be entitled to receive a reasonable fee for such services, which will not exceed the highest rate charged for similar services by any recognized advertising agency not owned in whole or part by us or our officers, directors, or employees (in addition to reimbursement for costs incurred). In 2003, we created a Franchise Advisory Counsel (FAC). The FAC consists of franchisees in good standing who, among other responsibilities, assists our Affiliate to determine the best uses of the Marketing Fund contributions. The FAC may provide advice regarding the potential use of the Marketing Fund contributions, but our Affiliate is not bound by the decisions of the FAC. We reserve the right to terminate the FAC or to modify its purposes, in our sole discretion. We and our Affiliate have the right but no obligation to contribute to the Marketing Fund. We and our Affiliate have the right to deposit into the Marketing Fund any advertising, marketing or similar allowances paid by the suppliers who deal with us when we and our Affiliate have agreed that they will so deposit these allowances. Our Affiliate is solely responsible for administering the Marketing Fund and may use professional public relations, advertising agencies or media buyers to assist us. Any unused funds in any calendar year will be applied to the following years advertising expenses. Any expenditures in prior years which are not covered by the prior years Marketing Fund may be paid from the current years Marketing Fund. Upon your written request, we or our Affiliate will make available to you, no later than 120 days after the end of each calendar year, an annual unaudited financial statement for the Marketing Fund which indicates how the Marketing Fees have been spent. Since we and our Affiliates do not have the Marketing Fund audited, audited financial statements for the advertising expenditures are not available to franchisees. We and our Affiliate will have sole discretion as to whether or not to take legal or other action against any franchisee who is in default of his, her or its obligations concerning the Marketing Fund (including obligations to pay the Marketing Fees) and whether a franchisee may be allowed to make direct advertising expenditures in place of contributions to the Marketing Fund. We may, at any time, defer or reduce your required contributions or, upon 30 days prior written notice to you, reduce or suspend fund contributions and operations for one or more periods of any length or terminate (and, if terminated, reinstate) the Marketing Fund. If the Marketing Fund is terminated, all unspent monies will be distributed to the contributors in proportion to their respective fund contributions during the preceding 12 month period. MW 2011 Unit FDD Page 20 3.22.2011

In the year ended December 31, 2010, our Affiliate spent 34 percent of the Marketing Fund on payroll and payroll related costs, 5 percent on media placement, including public relations, and 61 percent on other uses, including limited time offers and other marketing programs. We and our Affiliate did not use in 2010, nor do we plan on using in 2010 the Marketing Fund to solicit the sale of franchises. We and our Affiliate make no guarantee to you or to any other franchisee that expenditures from the Marketing Fee will benefit you or any other franchisee directly, on a pro rata basis, or at all. We and our Affiliate assume no other direct or indirect liability or obligation to you regarding collecting amounts due to the Marketing Fund or maintaining, directing or administering the Marketing Fund. We reserve the right to require that you spend, each quarter, a minimum amount of up to than 3 percent of your gross revenues for that quarter on local advertising (Local Advertising Expenditure). If we do require you to make this Local Advertising Expenditure, we also reserve the right to require you to submit receipts verifying your Local Advertising Expenditure and a quarterly report detailing your Local Advertising Expenditure (which shall be due no later than 10 days following the end of each quarter), upon our request. Although we have not done so, we may require advertising cooperatives to be formed to share in local advertising (Local Advertising Cooperatives). If we implement a program to permit franchisees to form Local Advertising Cooperatives, franchisees in your geographic area may form a Local Advertising Cooperative. If a Local Advertising Cooperative is formed in your region, you are required to join and participate. The rules and regulations of the Local Advertising Cooperative to which you will be bound, including the required contributions and how the contributions are to be spent, will be established in bylaws that are approved by us. If and when such contributions to a Local Advertising Cooperative are collected, all franchised and company-owned MAUI WOWI Businesses in the relevant region will be required to pay on an equal basis into the Local Advertising Cooperative. We have not established any criteria for the formation and operation of Local Advertising Cooperatives. You will also participate in any promotional campaigns and advertising or other programs that we or our Affiliate may periodically establish. See ITEMS 6, 8 and 9 of this Disclosure Document for more discussion regarding advertising. You may create your own advertising and promotional materials in addition to those provided by us; however, all advertising and promotional material created by you, or by a third party for you, must be in a media and of a type and format that we approve in writing, will be conducted in a dignified manner, will conform to our standards and requirements, will be submitted for our review (by e-mail or by mail, return receipt requested) at least 30 days prior to publication, and approved in writing by us prior to use. Without our prior written approval, you may not advertise on the Internet. You may not use any advertising or promotional plans or materials, unless and until you have first received written approval from us. If you elect to purchase custom advertising materials developed by us or our Affiliate, you will be required to pay for actual production and reproduction costs plus a 20 percent markup to cover set up and art charges. All purchase costs charged to you are paid directly to the Marketing Fund. Peer Review Program We currently provide a peer review program to review the acceptability of franchisee candidates into the System by current franchisees. We, in our discretion, may ask you to participate in the peer review program by making telephone calls to, and participating in conference calls with, prospective franchisees. If we request you to participate in the peer review program, and you agree to do so, we may compensate you for your participation. We may require you to sign an acknowledgement in a form that we specify affirming your compliance with our peer review program as a condition to receiving this compensation. We reserve the right to discontinue the peer review program, in our sole discretion.

MW 2011 Unit FDD

Page 21

3.22.2011

Computer, Electronic, and Accounting Systems You will, at your sole cost, purchase, use, maintain and update the point-of-sale system (POS System) and other computer systems that we specify for use in the operation of the MAUI WOWI Business, and must follow all policies and precedures that we specify in the Operating Manuals or otherwise in writing. (Section 7.15 of the Franchise Agreement.) We may also, at any time, change the required POS System or the required equipment comprising the POS System. You will maintain the POS System and other computer systems in good working order at all times, and upgrade or update the computer hardware and software during the term of the Franchise Agreement, as we may require. You will enter into contracts for the maintenance, support, upgrades and updates to the POS System and other computer systems with approved suppliers described in the Operating Manuals, and you must purchase any updated software upgrades for the POS System or other computer systems. (See ITEMS 6 and 7.) There are no obligations on us or any of our affiliates to provide any ongoing maintenance, repair, upgrades or updates. The estimated cost of purchasing the required POS System, hardware, software and related equipment ranges from $5,000 to $12,000. See ITEM 7. The current monthly fees for the software maintenance, support, and upgrade contract are $112.50, for an annual total of $1,350.00. The POS System and all other computer systems will be capable of connecting with our computer systems. You will install any other hardware or software for the operation of the MAUI WOWI Business that we may require in the future, including any enhancements, additions, substitutions, modifications, and upgrades. Specficially, we may require that you install and maintain systems that permit us to acess and retrieve electronically any information stored in your computer systems, including information regarding each of your Operating Unit(s) gross sales, at the times and manner we specify. Thre is no contractual limitation on the frequency or cost of these obligations. You will have access to the Internet via a high speed Internet connection (no dial-up) where available, have an electronic mail address and periodically check your electronic mailbox and the portion of our website devoted to franchise operators. If you operate from one or more Permanent Sites, you will have a computer with required software and high speed Internet access at each of your Permanent Sites. There are no obligations on us or any of our affiliates to provide any ongoing maintenance, repair, upgrades or updates for your computer system. You are solely responsible for protecting your computer from viruses, computer hackers, and other communications and computer-related problems. We reserve the right to independently access your electronic information and data and to collect and use your electronic information and data in any manner we choose to promote development of the System and the sale of franchises. (See Franchise Agreement, Section 7.15, Operating Unit Riders to the Franchise Agreement.) Site Selection You select your own Events or Permanent Sites for your MAUI WOWI Business, but you may not select an Event or Permanent Site in the State of Utah without our approval. Prior to your selection of a Permanent Site, you will provide us with a letter of intent related to the lease of the Permanent Site (Letter of Intent) and a completed site submittal workbook (Site Submittal Workbook) in the form which we will provide, pictures of the location, a budget for construction, a break even analysis, a copy of the proposed lease for a Permanent Site prior to execution by you, and other materials we may request. We will provide our comments and recommendations within 15 days after receiving the above listed materials from you. You and the lessor will be required to agree to and sign the Addendum to Lease attached to the Franchise Agreement as Attachment VIII and the Collateral Assignment of Lease attached to the Franchise Agreement as Attachment VIII-1, unless the provisions of Attachment VIII and Attachment VIII-1 are included in the executed lease provisions to our satisfaction. You will provide a copy of the executed lease to us. You will provide to us the names and contact information for your landlord and/or management companies of any Permanent Site as applicable. We reserve the right to contact your landlord and/or management company for the purposes of assessing your performance and customer satisfaction.

MW 2011 Unit FDD

Page 22

3.22.2011

We may, in our sole discretion, extend the time period in which you will make your first sale through your MAUI WOWI Business to accommodate delays in selecting a Permanent Site. If we do not extend this deadline and you fail to make a sale through your Operating Unit within the required time, as described below, we may terminate your Franchise Agreement. You have the ultimate responsibility in choosing and obtaining the site for your MAUI WOWI Business. Our consultation, comments and recommendations regarding the Permanent Site, the Letter of Intent, and the lease is not a promise or guarantee that your MAUI WOWI Business will be successful. You will agree to indemnify and hold us harmless for any claims, obligations and damages related to our consultation, comments or recommendations regarding any Permanent Site, Letter of Intent, or lease. If you operate a Mobile Operating Unit at Events we do not permit you to operate your Mobile Operating Units at any Event that another franchisee has reserved as a Protected Event (as defined in ITEM 12) as long as the reserving franchisee is operating the number of Operating Units and offering the MAUI WOWI Products and MAUI WOWI Services that the event coordinator desires. (See ITEM 12.) Other than Protected Events, we do not approve or disapprove of the Events at which you operate your MAUI WOWI Business. However, if you are operating at Events, you will provide reports to us on a monthly basis disclosing the Events at which you have operated. Schedule for Opening For purposes of the Franchise Agreement, your MAUI WOWI Business is deemed to open and you will be deemed to have commenced operations upon the date that you (or, if you are not an individual, then a managing member, partner or officer of you designated by you to participate personally in the MAUI WOWI Business) successfully complete (in our determination) the Mainland Training Program and Launch Program. It is estimated that the length of time between the signing of the Franchise Agreement and the first sale through your MAUI WOWI Business to the public will usually be between one and six months if you open a Mobile Operating Unit for your first Operating Unit or between one and 12 months if you open a Fixed Operating Unit as your first Operating Unit. Factors affecting this length of time include the type of Operating Unit you choose to operate, financing arrangements, availability of retail opportunities within a market, and scheduling and successful completion (in our determination) of the Mainland Training Program. If you open a Mobile Operating Unit for your first Operating Unit, you are required to purchase the Mobile Operating Unit within two weeks after signing the Franchise Agreement, and make the first sale through your MAUI WOWI Business within six months of signing the Franchise Agreement. If you open a Fixed Operating Unit for your first Operating Unit, you are required to make the first sale through your MAUI WOWI Business within 12 months of signing the Franchise Agreement. If extenuating circumstances beyond your control exist, such as a delay in your ability to obtain a lease for your business or your serious illness, we may (in our sole discretion) agree to extend that time period for an additional reasonable amount of time. Otherwise, we may terminate your Franchise Agreement for your failure to purchase the Operating Unit or make a first sale through your MAUI WOWI Business within that time period. Additional Training Information We will provide an initial training program to be conducted in the Denver, Colorado metropolitan area or at another site we designate (the Mainland Training Program). The Mainland Training Program usually lasts approximately three to eight days, in our discretion, depending on the type of Operating Unit you choose to open as your first Operating Unit. We conduct our Mainland Training Program approximately every six weeks. Up to two individuals designated by you (three if you acquire an Empire Builder Franchise) are eligible to participate in our Mainland Training Program without a tuition charge. You (or, if you are not an individual, then a managing member, partner or officer of you designated by you to participate personally in the MAUI WOWI Business) will attend and successfully complete our Mainland Training Program and Launch Program prior to making any sales to the public through your MAUI WOWI Business, unless we agree otherwise in writing, in our sole discretion. Any person designated by you to assume the primary responsibility for MW 2011 Unit FDD Page 23 3.22.2011

operating one of your individual Operating Units (Manager) will attend and successfully complete our Mainland Training Program prior to the time that you make any sales to the public through that Operating Unit. If you purchase an Empire Builder Franchise, we will provide the Mainland Training Program for an additional Manager for each subsequent Operating Unit you elect to open. The Mainland Training Program will be completed to our satisfaction. The actual length of your training programs and your training schedules may be adjusted by us based on your prior experience, training or other factors. You will be responsible for all transportation and living expenses of each person who you designate to attend the Mainland Training Program or any other training programs that may be provided. All of the training programs are typically supervised by Holli Gallaher, our Director of Franchise Operations, or another employee of ours identified in ITEM 2. Ms. Gallaher has five years of experience with us as a trainer. Information regarding the background and experience of Holli Gallaher and those other individuals is contained in ITEM 2 of this Disclosure Document. The training program instructors are Jill Summerhays (Ms. Summerhays has eight years of experience as a Maui Wowi trainer and over 20 years of experience in the field. Her experience and relationship with us is stated in ITEM 1), representatives of our Operations Team, Development Team, Marketing Team, Event Team, and Real Estate Department, and various MAUI WOWI Business associates. Each of our instructors has demonstrated to us satisfactory knowledge of the topics they instruct, has experience in the fields of their topics, and are overseen and reviewed by our training supervisors. The instructional materials consist of the Library of Operating Manuals. The Table of Contents for the Library of Operating Manuals is attached hereto as Exhibit H. (See ITEM 8.) TRAINING PROGRAM The subjects covered in the Mainland Training Program and the general time devoted to each subject are described below. However, the program may be modified, in our discretion, to meet the needs of trainees, which may include increasing the hours of instruction through Aloha Universtiy, our online training program, and reducing the hours of classroom instruction. MAINLAND TRAINING PROGRAM AGENDA
Column 1 Subject Column 2 Hours of Classroom Training 1 Column 3 Hours of On-The-Job Training (Note 1) Column 4 Location (Note 2)

Introduction

Equipment/Maintenance/Health Department

Marketing

Ordering Product and Supplies

Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate

MW 2011 Unit FDD

Page 24

3.22.2011

Column 1 Subject

Column 2 Hours of Classroom Training 2

Column 3 Hours of On-The-Job Training (Note 1)

Column 4 Location (Note 2)

Real Estate/ Special Events (Note 3)

Smoothie Product Training

All Other Product Training - Otis Spunkmeyer Cookies and Muffins, Hawaiian Products (Note 3) Customer Service (Note 3)

Site Visits (Note 3)

Hawaiian Coffee/Espresso Training

16

Peer Review Program

Accounting

Leasing & Financing

Insurance

Mobile Operating Unit

Sales Training

Intranet

Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate

MW 2011 Unit FDD

Page 25

3.22.2011

Column 1 Subject

Column 2 Hours of Classroom Training 1

Column 3 Hours of On-The-Job Training (Note 1)

Column 4 Location (Note 2)

Leadership & Employee Management Training (Note 3)

Catering

Merchandising (Note 3)

Real Estate and Construction Processes - Non-Traditional / Fixed Location (Note 3) Operational Overview Workbooks, Expectations, Preparing for Opening Special Session - Secrets to Success

Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate Denver, Colorado Metropolitan Area Or Another Site We Designate 13

Totals:

50

Note 1: On-the-job training, also known as Hands on Training (H.O.T.), is typically conducted at a variety of locations, including our corporate headquarters, the Operating Units of our Franchisees, and at the facilities of our suppliers. Note 2: Classroom training conducted in the Denver, Colorado metropolitan area is typically conducted at our corporate headquarters. In our sole discretion, certain subjects addressed in the classroom training portion of the Mainland Training Program may be conducted online, including through our Aloha University online training program. Note 3: These training subjects may not be provided or may be shortened in your Mainland Training Program in Maui Wowis discretion, depending upon the type of Operating Unit you choose to open as your first Operating Unit. If you later open a different type of Operating Unit, we may require you in our discretion to participate in the additional initial training before opening that different type of Operating Unit. Additional training or assistance will be provided upon your reasonable request. Further, if we determine that it is appropriate or necessary, in our sole discretion, whether as a result of observations or otherwise during the operation of your MAUI WOWI Business, we can require that you (or, if you are not an individual, then a managing member, partner or officer of you designated by you to participate personally in the MAUI WOWI Business) and/or any of your Managers, attend and successfully complete additional training, including online computer training designated by us. You will be charged our then current costs (currently $500 per day) for any additional training or assistance provided in a location other than our corporate headquarters. You will be responsible for all of the travel and living expenses that we incur if we send a representative to provide on-site training or assistance. You will be responsible for the travel expenses and living expenses of you or your representatives, if such additional training or assistance is not provided on-site. MW 2011 Unit FDD Page 26 3.22.2011

All of the amounts payable to us related to this additional training will automatically be billed to you through ACH or credit card. You (or, if you are not an individual, then a managing member, partner or officer of you designated by you to participate personally in the MAUI WOWI Business) will attend, at your expense, any international conferences held by us to discuss sales techniques, operational standards and advertising that we designate as mandatory. There will be additional costs associated with these mandatory conferences. (See ITEM 6.) Library of Operating Manuals You will strictly follow our product and service specifications as stated in the library of operating manuals we will provide to you (the Library of Operating Manuals or Operating Manuals). The Table of Contents of the Library of Operating Manuals as of the date of this Disclosure Document is included in this Disclosure Document as Exhibit H. The Library of Operating Manuals consists of one or more manuals, technical bulletins and/or other written materials, including a site submittal workbook, event workbook, train the trainer manual, employee training manual, construction manual, and store design guidebook, all of which we may modify at any time in our sole discretion. At our option, we may make the Library of Operating Manuals available to you via the Internet or other electronic means. If any inconsistencies exist between the provisions in the Library of Operating Manuals we loan to you, or otherwise make available to you, and our master Library of Operating Manuals we maintain at our office, regardless of whether it is in electronic or other form, our master Library of Operating Manuals will control.

ITEM 12 TERRITORY As a Single Unit Franchise Owner, you may only have one Operating Unit. As a Standard Franchise Owner, you may have up to three Operating Units. An Empire Builder Franchise allows you the right to operate up to 10 Operating Units within the United States of America. If you are operating a Mobile Operating Unit at Events, you may operate at any Event except for a Protected Event of another franchisee or an Event located in the State of Utah. A Protected Event is an Event for which a franchisee: (1) obtains a written contract to operate one or more Mobile Operating Units at the Event with the appropriate Event personnel; (2) operates a Mobile Operating Unit at the most recent occurrence of the Event; (3) posts required information regarding the Event on our current intranet system and submits, annually, our Standard Event Protection form, which shall contain the Event dates, name and contact information for the organizer, costs, number of Operating Units desired by the organizer, and expected crowds, and receives our approval; and (4) maintains protection of the Event by operating one or more Mobile Operating Units at each occurrence of the Protected Event, continuing to have the approval of the appropriate Event personnel, complying with the procedures described in the Library of Operating Manuals, and doing nothing to cause us to revoke the Protected Event status. A Protected Event provides the franchisee with the Right of First Refusal to add additional Operating Units at the Event or to expand the MAUI WOWI Product offering. For example, if a franchisee has a Protected Event and is only operating one Mobile Operating Unit and is only selling smoothies, and the event coordinator wishes to have three Mobile Operating Units selling smoothies plus nutritional supplements, Hawaiian coffee and espressos, then the protected franchisee is first provided the opportunity to fulfill the Events needs, however, should the protected franchisee elect to forego the opportunity on expanding either the product offering or the number of Mobile Operating Units at the Event, another franchise operator may take advantage of the opportunity and apply for Protected Event status covering their participation at the Event. You may not use other channels of distribution, such as the Internet, catalog sales, telemarketing, or other direct marketing, to make Product sales outside of and apart from your Operating Unit(s), without our prior written consent, which we may deny in our discretion. MW 2011 Unit FDD Page 27 3.22.2011

If you are operating a Fixed Operating Unit, or if you are operating a Mobile Operating Unit at a Permanent Site, you may operate at any Permanent Site, outside of the State of Utah, which has been approved in writing by us (as described in ITEM 11). Once a Permanent Site is selected by you and approved by us for one or more Operating Units, you may not relocate the Operating Units without our prior written approval, which approval will typically be granted as long as the relocation will not be detrimental to other franchisees of ours or to us. We do not offer Territories, and we reserve the right to approve another Operating Unit in a location in close proximity to your Operating Unit. Other than the specific approved Permanent Site or Protected Event, you will not receive an exclusive territory. You may face competition from other franchisees, from other outlets that we own, or from other channels of distribution or competitive brands that we control. Nor do you have any exclusive right to any particular market or customers. However, we will consider your proximity when evaluating the Permanent Site of another franchisee submitted for our approval. The continuation of your right to an approved Permanent Site or a Protected Event, if applicable, is not dependent on the achievement of a certain sales volume, market penetration or similar contingency. We and our Affiliate retain the rights, among others, without any compensation to you:
1. To use, and to license others to use, the Marks and the System for the operation of MAUI WOWI Businesses at any location other than at the approved Permanent Site of an Operating Unit of a franchisee or at a Protected Event; 2. To establish company-owned or franchisee-operated businesses that sell similar products and/or services under different trade names or trademarks other than the Marks or System. 3. To sell products or services under the Marks, or any other marks, through any other wholesale or retail outlets, and we may establish other channels of distribution providing the same or similar services under the same or a different trade name or trademark;

To acquire, merge with, or be acquired by any other business, including a business that competes directly with your Operating Units; and
4. 5. To implement multi-area marketing programs, including Internet and regional or national accounts, which may allow us or others to solicit or sell products to customers anywhere. We reserve the right to issue mandatory policies to coordinate these multi-area marketing programs.

ITEM 13 TRADEMARKS We grant you the non-exclusive right to use the Marks, including the Mark MAUI WOWI (and designs) in the operation of your MAUI WOWI Business. Our Parent owns the following Marks which are either registered or applied for on the Principal Register of the United States Patent and Trademark Office, or protected by common-law rights, or registered or applied for in the following international jurisdictions:
Mark Description Application/Registration No. U.S. Registration No. 1923970 Registered: October 3, 1995

MAUI WOWI and design

MW 2011 Unit FDD

Page 28

3.22.2011

Mark

Description

Application/Registration No. U.S. Registration No. 3274286 Registered: August 7, 2007

MAUI WOWI and design

MAUI WOWI and design

U.S. Registration No. 3150464 Registered: October 3, 2006 U.S. Registration No. 3351418 Registered: December 11, 2007 U.S. Registration No. 3150463 Registered: October 3, 2006 U.S. Registration No. 3147091 Registered: September 26, 2006

MAUI WOWI and design

MAUI WOWI and design

MAUI WOWI

MAUI WOWI word mark MAUI WOWI word mark for use in Australia MAUI WOWI word mark for use in Brazil MAUI WOWI word mark for use in China (Peoples Republic) MAUI WOWI word mark for use in European Union MAUI WOWI word mark for use in India MAUI WOWI word mark for use in Japan MAUI WOWI word mark for use in South Korea MAUI WOWI word mark for use in Kuwait MAUI WOWI word mark for use in Lebanon

MAUI WOWI

Reg. 1018028

MAUI WOWI

App. 830.149.457

MAUI WOWI

Reg. 875962

MAUI WOWI

Reg. 4464293

MAUI WOWI

Reg. 1463383

MAUI WOWI

Reg. 5008805 Reg. 16148 and App. 40-2--5-54432 Reg. 76811

MAUI WOWI

MAUI WOWI

MAUI WOWI

Reg. 118928

MW 2011 Unit FDD

Page 29

3.22.2011

Mark MAUI WOWI

Description MAUI WOWI word mark for use in Malaysia MAUI WOWI word mark for use in Mexico MAUI WOWI word mark for use in Oman MAUI WOWI word mark for use in Qatar MAUI WOWI word mark for use in Saudi Arabia MAUI WOWI word mark for use in Singapore MAUI WOWI word mark for use in Turkey MAUI WOWI word mark for use in UAE MAUI WOWI word mark for use in Egypt MAUI WOWI word mark for use in Bahrain

Application/Registration No. Reg. 05/17282 05017283 Reg. 941163

MAUI WOWI

MAUI WOWI

Reg. 36599

MAUI WOWI

Reg. 35864

MAUI WOWI

Reg. 917/21

MAUI WOWI

Reg. 868062

MAUI WOWI

Reg. 868062

MAUI WOWI

Reg. 80557

MAUI WOWI

Reg. Application Pending

MAUI WOWI

Reg. Application Pending

Our Parent has filed all required affidavits related to the registration of these Marks. Our Parent has granted us, in a License Agreement, dated effective March 19, 2002, an exclusive, royalty-free license to use and sublicense to our franchisees the use of the Marks anywhere in the world. The license is for 10 years commencing March 19, 2002, but it will automatically renew for additional 10-year periods if we continue in business and do not materially breach the License Agreement by engaging in any activity that damages those Marks or the goodwill of those Marks. If the license is terminated for any reason, our Parent has agreed to license the use of the Marks directly to our franchisees until each franchise agreement expires or is otherwise terminated. You will use all Marks in full compliance with our Library of Operating Manuals and the System. You will modify or discontinue the use of any of our Marks at your cost if we modify or discontinue any of them. You are prohibited from using any Marks or portions of Marks as part of your entity name. You cannot make application for registration or other protection of any MAUI WOWI Mark. You may only use the Marks with the letters TM, SM or , as appropriate. You are prohibited from using any Marks in the sale of any unauthorized product or service or in any manner not expressly authorized in writing by us. You cannot use the Marks in Internet advertising, as part of any web page, URL, domain name, address, locator, link, or as part of any metatag. All uses of the Marks in advertising or electronic media will be with our prior written approval. You are required to adhere fully and strictly to all security procedures required by us for maintaining the proprietary information as confidential. There are presently no effective determinations by the United States Patent and Trademark Office, the Trademark Trial and Appeal Board, the trademark administrator of any state or any court nor pending MW 2011 Unit FDD Page 30 3.22.2011

interference, opposition or cancellation proceedings, nor pending material litigation involving any use of our Marks. There are no agreements currently in effect that significantly limit our rights to use or license the use of any of our Marks, other than a settlement agreement that our Parent entered into with Sport-Scheck GmbH, a German limited liability company (Sport-Scheck), who markets sporting goods and apparel and who was seeking registration for the mark MAUI WOWIE with the United States Patent and Trademark Office (United States Trademark Application Serial Number 76/404,925 filed on May 8, 2002). On March 3, 2004, our Parent filed an opposition action against Sport-Schecks trademark registration. On September 2, 2005, the parties entered into the settlement agreement. Under the settlement agreement, Sport-Scheck agreed to limit the use of its mark in the U.S. strictly as part of a logo which we agreed was not likely to cause confusion to our Marks, and further that it would not use its mark in any manner likely to cause confusion as to a connection with our Parent or us. Our Parent agreed that it would not use the Marks in any manner likely to cause confusion as to a connection with Sport-Scheck. The parties then consented to the others use and registration of their trademarks, and our Parent withdrew its opposition to Sport-Schecks trademark registration. The settlement agreement will only affect you to the extent that you will not be permitted to use the Marks in a manner likely to cause confusion with Sport-Scheck. The settlement agreement is not limited in duration, and provides that it may only be modified with the consent of both parties to that agreement. On February 17, 2007, Sport-Scheck abandoned its registration of the mark MAUI WOWIE. We are not aware of any superior rights or any infringing uses that could materially affect your use of the Marks in any state in which the MAUI WOWI Business may be located. You are obligated to notify us within three days of when you learn about an infringement of or challenge to your use of our Marks. We have the discretion to take the action we deem appropriate. We are not obligated to protect any rights that you have to use the Marks, or to protect you against claims of infringement or unfair competition. You are given the right to protect yourself, at your sole cost, from any of these claims if we elect not to prosecute any claim of infringement or unfair competition. We do not know of any superior prior rights or infringing uses that could materially affect your use of the Marks. If we, in our sole discretion, determine it necessary to modify or discontinue use of any proprietary Marks, or to develop additional or substitute marks, you shall, within a reasonable time after receipt of written notice of a modification or discontinuation from us, take action, at your sole expense, as may be necessary to comply with the modification, discontinuation, addition or substitution. You may not contest, directly or indirectly, our right and interest in the Marks, trade secrets, methods, and procedures that are part of the System and agree to execute documents and assurances necessary to effectuate these provisions. Any goodwill associated with the Marks belongs exclusively to the respective owners of the Marks. ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION We do not own any patents that are material to the franchise, but we claim common law copyright rights in the Library of Operating Manuals, all advertising and marketing materials, all menus, and the MAUI WOWI website. You can use the proprietary information in our Library of Operating Manuals. ITEM 11 describes limitations on the use of the Library of Operating Manuals by you and your employees. We have not registered a copyright for the Library of Operating Manuals, but we claim a copyright in it and the information is proprietary. The Library of Operating Manuals must be returned to us upon termination of your Franchise Agreement. The System is proprietary to us. All recipes, formulations, ingredient lists, trade dress, Operating Unit designs, MAUI WOWI Products, MAUI WOWI Supplies and Equipment, MAUI WOWI Services, MAUI WOWI Product preparation methods and MAUI WOWI Blends are trade secrets and proprietary to us and our MW 2011 Unit FDD Page 31 3.22.2011

Affiliate. You will not use any proprietary information or trade secret without our written permission. You must promptly tell us if you learn about unauthorized use of this proprietary information. We are not obligated to take any action, but we will respond to this information as we think appropriate. We shall control any litigation related to the proprietary information. We will indemnify you against losses claimed by a third party concerning your use of this information. Our right to use or license these copyrighted and proprietary materials is not materially limited by any agreement or known infringing use. There are no determinations of any administrative office or any court regarding these copyrighted and proprietary materials. The Franchise Agreement also provides that you will: (a) follow all of our security procedures, (b) disclose our proprietary information to your employees only as needed to market our MAUI WOWI Products and MAUI WOWI Services; (c) not use any proprietary information in any other business; and (d) exercise the highest degree of diligence to maintain our proprietary information as confidential. You, your Managers (as defined in ITEM 15), your principal employees, anyone you may choose to send to our training, and anyone who has access to the Library of Operating Manuals or any of our proprietary information must sign a Nondisclosure and Noncompetition Agreement. (See Exhibit C to this Disclosure Document.) ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS We recommend that you (or, if you are not an individual, then a managing member, partner or officer of you designated by you to participate personally in the MAUI WOWI Business) are the primary operator of the MAUI WOWI Business at all times and devote substantial full time and best efforts on a daily basis, in person, to the supervision and conduct of the MAUI WOWI Business. If you enter into a Standard Franchise Agreement or an Empire Builder Franchise Agreement, you will be permitted to operate multiple Operating Units, and we recommend that you assign a Manager who has completed our Mainland Training Program or yourself to be responsible for the operation of each Operating Unit. We recommend that a designated Manager devote substantial full time and best efforts on a daily basis, in person, to the supervision and conduct of that Managers Operating Unit. In signing the Franchise Agreement, you acknowledge that the risks, financial and otherwise, which are inherent with the beginning of any new business, are yours alone. We, as a matter of policy, will not assist you in any decision-making process that may affect your business operations. The success or failure of the franchise as a business enterprise is dependent on your efforts. Purchase of this franchise should not be considered by anyone who is unfamiliar with standard business practices or is unwilling to accept the responsibilities associated with running a small business. Neither you nor any of your Managers may have an interest in or business relationship with any business competing with MAUI WOWI Businesses or with MAUI WOWI Products and MAUI WOWI Services. Your Manager or Managers, if applicable, do not need to have an ownership interest in your MAUI WOWI Business. However, you, each of your Managers, your principal employees, anyone you may choose to send to our training, and anyone who has access to the Library of Operating Manuals or any of our proprietary information will be required to sign a Nondisclosure and Noncompetition Agreement and to conform to the covenants not to compete described in ITEM 17. (See Exhibit C to this Disclosure Document.) If the franchisee is a corporation, limited liability company or partnership, we also require that the entitys principals execute our standard Guaranty and Assumption of Franchisees Obligations attached to the Franchise Agreement as Attachment II.

MW 2011 Unit FDD

Page 32

3.22.2011

ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL You may offer and sell only those products, goods, and services specified and approved by us in writing. You will follow our policies, procedures, specifications, methods and techniques. (See ITEM 8.) All products will be sold through one of our Operating Units. We have the right to add additional MAUI WOWI Products, MAUI WOWI Services or concepts that you are required to offer and we may change or delete current MAUI WOWI Products and MAUI WOWI Services, without any limits on such rights. We reserve the right to establish maximum resale prices for use with multi-area marketing programs and special price promotions. Except as stated in ITEM 12 above and in this ITEM 16, we do not impose any restrictions limiting your access to customers. ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP This table lists certain important provisions of the franchise and related agreements. You should read these provisions in the agreements attached to this Disclosure Document.
Provision a. Length of the franchise term b. Renewal or extension of the term c. Requirements for you to renew or extend Section in Franchise or Other Agreement Section 2.1 10 years. Sections 2.2-2.4 10 years. Sections 2.2-2.4 Summary

d. Termination by you

Section 9.5

e. Termination by us without cause Not Applicable f. Termination by us with cause Sections 9.1-9.4 Sections 9.3 and 9.4

g. Cause defined curable defaults

You can renew for one term of 10 years if you have complied with the Franchise Agreement during the initial term; provide notice; execute a new Franchise Agreement in the form then in use by us (which may contain terms and conditions materially different from your original Franchise Agreement); execute a general release in a form satisfactory to us; pay us a renewal fee of 20% of the then current Initial Franchise Fee; update your equipment, which may include refurbishing your Operating Unit(s) under our refurbishment program; and comply with other conditions. You can terminate if we materially breach the agreement and do not cure after 30 days notice. We must have cause to terminate the Franchise Agreement. We can terminate only if you default as stated in the Franchise Agreement. You have 10 days to cure various defaults including failure to follow the Library of Operating Manuals, failure to purchase MAUI WOWI Products from approved suppliers, failure of your estate to make an authorized transfer within 120 days following death or incapacity, failure to pay for products, and failure to purchase equipment required to open your first Operating Unit within the time period required, and 30 days to cure a default for failure to purchase the minimum amount of MAUI WOWI Products for a 360-day period.

MW 2011 Unit FDD

Page 33

3.22.2011

Provision h. Cause defined non-curable defaults

i.

j. k.

l. m.

n. o. p. q.

Section in Franchise or Other Agreement Summary Section 9.2 Non-curable defaults include failure to satisfactorily complete the Mainland Training Program, material misrepresentation in the purchase of the franchise, repeated defaults even if cured, unauthorized use of proprietary information, abandonment, sales of unauthorized products, misuse of the Marks or System, bankruptcy1, criminal conviction, threats to public health, and physical or verbal abuse of our employees or other franchisees, defaults under equipment leases or loans with us or third parties, defaults under related agreements. Your obligations on Section 10.1 Obligations include complete de-identification and termination/non-renewal payment of amounts due, including a lump sum amount equal to the net present value of Royalties, Marketing, and IT Management Fees that would have become due following termination of the Franchise Agreement for the period the Franchise Agreement would have remained in effect but for your default and termination. The lump sum due for purposes of this determination shall be calculated based on the average fees paid for the 12 months preceding the termination date of your MAUI WOWI Business. Also, at our option, you must sell your equipment back to our Affiliate. (See also r. below.) Assignment of contract by us Section 12.1 No restrictions on our right to assign. Transfer by you defined Section 12.2 Includes assignment and transfer of Franchise Agreement and ownership change. You must transfer equipment and an ongoing business operation. You may not merely transfer the rights contained in your Franchise Agreement without our express written permission, which may be granted or denied at our discretion. Our approval of transfer by you Section 12.2 We have the right to approve all transfers, but will not unreasonably withhold approval. Conditions for our approval of Sections 12.2, 12.3, Potential transfer registered with us at least 45 days transfer 12.4, 12.5, 12.8 and before you actively market to third parties, new franchise 12.9 operator is approved, initial deposit and later remainder of transfer fee paid, resale assistance fee paid (if applicable), all amounts owed to us are paid, transfer agreement approved, assumption of Franchise Agreement obligations by new franchisee, current franchise agreement signed by new franchisee (which may contain terms and conditions materially different from your original Franchise Agreement), training fee paid, new franchisee satisfactorily completed the initial training program required for new franchise owners (unless waived), refurbishment of Operating Unit and equipment, and general release signed. (See also r. below.) Our right to first refusal to Section 12.8 We can match any offer for all or part of your MAUI acquire your business WOWI Business. Our option to purchase your Section 11.1 Upon expiration or termination, we have the right to business purchase inventory, equipment, signs and accessories. Your death or disability Section 12.9 Personal representative appointed or franchise must be assigned to approved buyer within 120 days after event. Non-competition covenants Section 14.1 Non-involvement in competing business anywhere. during the term of the franchise

MW 2011 Unit FDD

Page 34

3.22.2011

r.

s. t.

u.

v. w. x.

y.

z.

Section in Franchise Provision or Other Agreement Summary Non-competition covenants after Section 14.2 No competing business for two years at the same Events the franchise is terminated or you served and Events served by any MAUI WOWI expires Business and within five miles the Permanent Site of any MAUI WOWI Operating Unit, except as stated in the State Addenda in Exhibit J to this Disclosure Document. Modification of the franchise Section 16.2 No modifications generally without mutual consent, but agreement Library of Operating Manuals subject to change. Integration/merger clause Section 16.12 Only the terms of the Franchise Agreement are binding (subject to state law). Any other promises, except in writing, are not enforceable. Nothing in the Franchise Agreement is intended to disclaim any representations made by us in this Disclosure Document. Dispute resolution by arbitration Sections 15.1 and 15.2 Non-binding mediation in Colorado, or, if disputes are or mediation not resolved through mediation, arbitration in Colorado. Litigation if permitted in Colorado (subject to state law). Choice of forum Sections 15.1, 15.2 Colorado (subject to state law). and 15.4 Choice of law Section 15.5 Colorado (subject to state law). The Colorado Consumer Protection Act does not apply Individual Claims Section 15.4 All disputes between you and us must be in an action separate from disputes between us and third parties or between you and third parties. Limitation of Actions Section 15.7 All claims that you bring against us, or that we bring against you, must be brought within two years from when the claim is discovered. Cross Default and Termination Section 16.14 A default by you of your Franchise Agreement will constitute a default of all other agreements between you and us, and vice versa. If we terminate your Franchise Agreement due to a default by you, all other agreements between us may also be terminated.
1

A default due to bankruptcy may not be enforceable under federal bankruptcy laws.

Certain states have statutes that may supersede the Franchise Agreement in your relationship with us, including the areas of termination and renewal of your franchise. These and other states may have court decisions that may supersede the Franchise Agreement in your relationship with us, including the areas of termination and renewal of your franchise. The State Addenda in Exhibit J, if applicable, may also describe certain state laws that may supersede the Franchise Agreement in your relationship with us including in the areas of the termination and renewal of the franchise. ITEM 18 PUBLIC FIGURES We currently do not use any public figure to promote our franchise. ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS The FTCs Franchise Rule permits a franchisor 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) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the information provided by this MW 2011 Unit FDD Page 35 3.22.2011

ITEM 19, for example, by providing information about possible performance at a particular location or under particular circumstances. While the figures below represent the actual average monthly case purchases of MAUI WOWI Blends made by the 40 franchisees who purchased the most cases of MAUI WOWI Blends during calendar year 2010, the annual revenue numbers in the chart are estimates only and are not the actual results of any franchisee. Therefore, the following data should not be considered as the actual, potential or probable revenues that will be realized by you or any other franchisees. We do not represent that you can expect to attain these MAUI WOWI Blends purchase levels, revenue levels or any income or profit that could result from owning a MAUI WOWI Business. Your financial results are likely to differ from the figures presented. You should carefully review the attached explanatory notes.
Annual Gross Revenues from Smoothie Sales Before Expenses Based on a Sales Price of

Top 40 Purchasing Franchisees (See Note 1) Average Average Number of Time, in Cases of MAUI Months, WOWI Blends Each Purchased by Franchisee Average Each Was in number of Franchisee per Business Operating Month Within Units per (Rounded to Each Franchisee Nearest Quartile Quartile in Quartile Hundredth) 1st Quartile 76 3.00 85.66 2nd Quartile 72 1.50 37.83 3rd Quartile 56 1.20 26.91 4th Quartile 52 1.40 22.83

$3.50 per 12-Ounce Smoothie $269,903 $119,044 $84,893 $72,004

$4.00 per 12-Ounce Smoothie $308,460 $136,050 $97,020 $82,290

$5.00 per 12-Ounce Smoothie $385,575 $170,063 $121,275 $102,863

$6.00 per 12-Ounce Smoothie $462,690 $204,075 $145,530 $123,435

The accompanying explanatory notes are an integral part of this chart and should be read in their entirety for a full understanding of the information contained in the chart. EXPLANATORY NOTES: 1. The information provided above is based on a subset of franchisees representing the 40 franchisees who purchased the greatest number of cases of MAUI WOWI Blends during calendar year 2010 (the Top 40 Purchasing Franchisees). The information is derived from the number of sales of cases of MAUI WOWI Blends by our approved suppliers. These Top 40 Purchasing Franchisees, which include 3 DRS franchisees who operate MAUI WOWI Businesses, are considered our top performers. Other franchisees of ours do not purchase as many cases of MAUI WOWI Blends. There are 40 total franchisees included in this information out of 206 total franchisees (with 238 total franchise agreements) in the system at the end of calendar year 2010. The Top 40 Purchasing Franchisees represent 19.4% of the franchisees in the system at the end of calendar year 2010, and these 19.4% attained the results described in the chart. The Top 40 Purchasing Franchisees were drawn from all of our franchisees, including those who operate their business or particular Operating Units on a less than year-round basis, who add or discontinue Operating Units during the year, who have been in operation for less than 12 months and regardless of the type of Operating Unit(s) they operate. This information is for calendar year 2010 purchases of MAUI WOWI Blends only and does not include purchases or sales of other MAUI WOWI Products such as Hawaiian coffee and espresso beverages. 2. The quartiles listed above were derived by sorting the total number of cases purchased during calendar year 2010 by franchisees, in descending value, identifying the Top 40 Purchasing Franchisees, and then splitting these Top 40 Purchasing Franchisees into four equal groups, or quartiles, based on the number of cases of MAUI WOWI Blends purchased by each franchisee. The average months in business, the average

MW 2011 Unit FDD

Page 36

3.22.2011

number of Operating Units and average monthly purchases of cases of MAUI WOWI Blends were then calculated based on the franchisees in each quartile as outlined in this Item 19. 3. The average months in business for each quartile is based on the franchise agreement date for each franchisee. 4. The average number of Operating Units for each quartile is calculated by determining the total number of Operating Units for each franchisee, adding the sum of all Operating Units for each franchisee in each quartile and dividing by the number of franchisees in each quartile. The Top 40 Purchasing Franchisees may operate any type or types of Operating Units individually or in any combination. The maximum number of Operating Units that a franchisee is entitled to operate is determined based on the type of franchise acquired by the franchisee. A Single Unit Franchise permits a franchisee to operate one Operating Unit, a Standard Franchise permits a franchisee to operate up to three Operating Units, and an Empire Builder Franchise permits a franchisee to operate up to 10 Operating Units. See Item 1. 5. The number of 12-ounce smoothies you can expect to make from one case of MAUI WOWI Blends ranges from 75 to 80 depending on various factors including the size of the banana used in each drink, if any, and waste, which varies from franchisee to franchisee. As of the date of this Disclosure Document, our designated supplier charges from $54.80 to $70.08 for each case of MAUI WOWI Blends (this includes the 12 percent Marketing Fee but does not include costs of shipping, distribution, storage, fuel surcharges, minimum order fees, or any other fees that may be charged by suppliers). To make MAUI WOWI smoothies, you may use up to one banana and ice for each 12-ounce smoothie, in addition to the MAUI WOWI Blends. You may purchase bananas and ice from suppliers of your choice who meet all of our specifications and standards. 6. The MAUI WOWI Blends referenced above are only used to make smoothies. A franchisee will also offer other Maui Wowi proprietary products, including Hawaiian coffee and espresso products. Purchases of and revenues that may be derived from these products are not included in the figures above. 7. The Annual Gross Revenues calculations are based on the average number of cases of MAUI WOWI Blends purchased by each franchisee in each quartile times 75, representing the most conservative estimated number of 12-ounce smoothies that may be made per case of MAUI WOWI Blends, times the variable sales price for a 12-ounce smoothie indicated in the chart ranging from $3.50 to $6.00 per smoothie. The Annual Gross Revenues calculations do not take into account any costs or expenses, including the costs of purchasing the MAUI WOWI Blends. See Note 11 below. These Annual Gross Revenues calculations also do not consider any additional revenues that may be attained from the sale of MAUI WOWI Products other than smoothies (or any additional expenses that may be incurred related to those other MAUI WOWI Products). 8. This presentation assumes that only 12-ounce smoothies are sold. You may sell a larger or smaller drink size or multiple sizes. It also assumes that all cases of MAUI WOWI Blends purchased during 2010 were sold during the annual period and that there was little to no waste of smoothie mix. Waste from franchisee to franchisee may vary. 9. Aside from geographical and demographic differences and managerial emphasis, there is no material difference in the products, services, training or support offered to any franchisee. Differences in amounts of MAUI WOWI Blends purchased and revenues attained may be attributable to the length of time a MAUI WOWI Business has been open, whether it is operated year round, the type and number of Operating Units operated, the types of venues from which the Operating Units are operated, geographical and demographic differences, and a franchisees ability and willingness to follow the MAUI WOWI System. 10. The above information was prepared from our approved suppliers sales records and the reports on prices charged by our approved suppliers for smoothies purchased by each franchisee as reported to our Affiliate. A franchisee pays a Marketing Fee in addition to the purchase price of a case of MAUI WOWI Blends. Based on information provided to us from our franchisees, the price charged by our franchisees for one 12-ounce smoothie ranges from $3.50 to $6.00. You may sell smoothies at a price that may be higher or lower MW 2011 Unit FDD Page 37 3.22.2011

than the price range used in the chart. Sales prices vary between franchisees and may be impacted by competition, contractual requirements, geographical areas, demographics, etc. We recommend that you conduct your own evaluation of sales price or prices that would be acceptable in your own areas of operation. 11. No expenses are shown in this chart. See ITEMS 5, 6 and 7 for information regarding initial investment and other expense considerations. The initial investment and other expenses and costs will vary substantially for each franchisee, and are dependant on different factors particular to each franchisee. Although we have the right to request, inspect and audit certain records related to the expenses of MAUI WOWI Businesses, we have not requested, inspected or audited those records for all MAUI WOWI Businesses, and we do not have knowledge of the expenses or costs incurred by each MAUI WOWI Business disclosed in this ITEM 19. The above purchase figures may not necessarily predict any given MAUI WOWI Businesss profitability. 12. This information is based on potential sales of only MAUI WOWI Blends by our approved suppliers to certain franchisees. The estimated revenues should not be considered the actual or probable sales of smoothies which will be achieved by any individual franchisee. We do not represent that any prospective franchisee has or can expect to attain these sales or annual revenue levels. A franchisees purchases of MAUI WOWI Blends, and its revenues from sales of smoothie drinks, are likely to be lower in its first year of business. We recommend that you conduct your own independent investigation to determine whether or not a franchise may be profitable. We also recommend that you consult with professional advisors before executing any agreement. 13. Actual results may vary from franchise to franchise and depend on a variety of internal and external factors, many of which neither we nor any prospective franchisee can estimate, such as competition, economic climate, demographics, and changing consumer demands and tastes. A franchisees ability to achieve any level of MAUI WOWI Blends purchases, sales, revenues or net income will depend on these factors and others, including the franchisees level of expertise, none of which are within our control. Accordingly, we cannot, and do not, estimate the results of any particular franchise. 14. The cost of goods sold (COGS), expressed as a percentage of the price charged by franchisees for one 12-ounce smoothie, range from 24 percent to 30 percent for MAUI WOWI Blends. These COGS include only the costs of the MAUI WOWI Blends, bananas, ice, shipping, and distribution, and do not include costs of storage, fuel surcharges, minimum order fees, Marketing Fees, or any other fees that may be charged by suppliers. Factors affecting COGS include but are not limited to, the types of beverages sold, recipes, drink preparation, sale price, waste, and operator error. 15. The average monthly purchase of cases of MAUI WOWI Blends for the Top 40 Purchasing Franchisees is approximately 43.30 cases. The percentage of the Top 40 Purchasing Franchisees that exceed the average monthly purchase of cases is approximately 25% (ten of the 40 franchisees). Written substantiation for the financial performance representation will be made available to the prospective franchisee upon reasonable request.

MW 2011 Unit FDD

Page 38

3.22.2011

ITEM 20 OUTLETS AND FRANCHISEE INFORMATION ITEM 20 TABLE NO. 1 Systemwide Outlet Summary (MAUI WOWI Businesses) For Years 2008 to 2010(1)(2)
Column 1 Outlet Type Franchised Column 2 Year 2008 2009 2010 2008 2009 2010 2008 2009 2010 Column 3 Outlets at the Start of the Year 316 308 1 0 0 317 308 256 Column 4 Outlets at the End of the Year 308 256 0 0 0 308 256 206 Column 5 Net Change -8 -52 -1 0 0 -9 -52 -50

Company-Owned

Total Outlets

ITEM 20 TABLE NO. 2 Transfers of Outlets from Franchisees to New Owners (other than the Franchisor) (MAUI WOWI Businesses) For Years 2008 to 2010(1)
Column 1 State California Column 2 Year 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 Column 3 Number of Transfers 1 0 0 0 1(3) 0 0 0 1(3) 1 1 1

Colorado

Indiana

Total

ITEM 20 TABLE NO. 3 Status of Franchised Outlets (MAUI WOWI Businesses) For Years 2008 to 2010(1)
Column 1 State Column 2 Year Column 3 Outlets at Start of Year Column 4 Outlets Opened Column 5 Terminations Column 6 NonRenewals Column 7 Reacquired by Franchisor Column 8 Ceased OperationsOther Reasons Column 9 Outlets at End of the Year

Alabama

Arizona

2008 2009 2010 2008 2009 2010

3 3 4 13 13 10

0 1 0 1 1 0

0 0 0 0 2 1

0 0 0 0 0 0

0 0 0 0 0 0

0 0 1 1 2 0

3 4 3 13 10 9

MW 2011 Unit FDD

Page 39

3.22.2011

Column 1 State

Column 2 Year

Column 3 Outlets at Start of Year

Column 4 Outlets Opened

Column 5 Terminations

Column 6 NonRenewals

Column 7 Reacquired by Franchisor

Column 8 Ceased OperationsOther Reasons

Column 9 Outlets at End of the Year

Arkansas

California

Colorado

Connecticut

District of Columbia Delaware

Florida

Georgia

Hawaii

Idaho

Illinois

Indiana

Iowa

Kansas

Kentucky

Louisiana

Maine

Maryland

2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008

1 1 2 96 81 62 5 4 2 2 3 2 1 1 1 0 0 1 28 27 22 0 1 1 4 3 0 2 2 2 16 16 14 6 7 8 0 1 1 2 2 2 2 2 1 3 3 3 1 1 0 6

0 1 0 8 4 2 0 0 3 1 0 0 0 0 0 0 1 0 7 1 2 1 0 0 0 0 0 0 0 3 1 0 1(3) 1 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0

0 0 0 11 11 16 1 0 0 0 0 0 0 0 0 0 0 0 4 3 3 0 0 1 1 2 0 0 0 0 1 0 2 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 1 0 0

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

0 0 0 12 12 8 0 2(3) 0 0 1 0 0 0 0 0 0 0 4 3 4 0 0 0 0 1 0 0 0 0 0 2 0 0 0 3(3) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1

1 2 2 81 62 40 4 2 5 3 2 2 1 1 1 0 1 1 27 22 17 1 1 0 3 0 0 2 2 5 16 14 13 7 8 6 1 1 1 2 2 2 2 1 1 3 3 3 1 0 0 5

MW 2011 Unit FDD

Page 40

3.22.2011

Column 1 State

Column 2 Year

Column 3 Outlets at Start of Year

Column 4 Outlets Opened

Column 5 Terminations

Column 6 NonRenewals

Column 7 Reacquired by Franchisor

Column 8 Ceased OperationsOther Reasons

Column 9 Outlets at End of the Year

Massachusetts

Michigan

Minnesota

Mississippi

Missouri

Nebraska

Nevada

New Mexico

New Jersey

New York

North Carolina Ohio

Oklahoma

Oregon

Pennsylvania

South Carolina South Dakota

2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009

5 3 2 3 3 10 12 10 6 7 7 1 1 0 3 3 2 2 1 1 7 6 5 1 2 2 14 15 12 9 8 8 7 8 4 3 3 4 2 3 3 4 5 5 5 3 2 3 5 5 1 1

0 0 2 1 0 2 0 2 1 0 0 0 0 0 0 0 0 0 0 0 0 0 2 1 0 0 2 1 0 1 0 0 2 0 0 0 2 0 1 0 0 1 0 0 0 0 0 2 0 0 0 0

2 0 0 0 0 0 1 1 0 0 0 0 1 0 0 0 0 0 0 0 1 1 2 0 0 0 1 3 4 2 0 0 1 2 0 0 1 1 0 0 0 0 0 1 1 1 1 0 0 4 0 0

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

0 0 1 1 0 0 1 0 0 0 1 0 0 0 0 1 0 1 0 0 0 0 1 0 0 1 0 1 0 0 0 2 0 2 0 0 0 0 0 0 0 0 0 1 1 0 1 0 0 0 0 0

3 3 3 3 3 12 10 11 7 7 6 1 0 0 3 2 2 1 1 1 6 5 4 2 2 1 15 12 8 8 8 6 8 4 4 3 4 3 3 3 3 5 5 3 3 2 0 5 5 1 1 1

MW 2011 Unit FDD

Page 41

3.22.2011

Column 1 State

Column 2 Year

Column 3 Outlets at Start of Year

Column 4 Outlets Opened

Column 5 Terminations

Column 6 NonRenewals

Column 7 Reacquired by Franchisor

Column 8 Ceased OperationsOther Reasons

Column 9 Outlets at End of the Year

Tennessee

Texas

Utah

Virginia

Washington

Wisconsin

Mexico

Saudi Arabia

Singapore

Turkey

Total

2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010

1 1 2 1 27 23 17 1 1 1 7 9 9 4 4 5 4 3 3 0 1 3 0 1 1 1 1 0 0 1 1 316 308 256

0 1 0 1 1 2 4 0 0 0 2 0 0 0 1 0 1 0 0 1 2 0 1 0 0 0 0 0 1 0 0 45 19 21

0 0 0 1 2 4 1 0 0 0 0 0 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 28 36 42

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

0 0 1 0 3 4 1 0 0 0 0 0 3 0 0 2 1 0 0 0 0 0 0 0 0 0 1 0 0 0 0 25 35 29

1 2 1 1 23 17 19 1 1 1 9 9 6 4 5 2 3 3 2 1 3 3 1 1 1 1 0 0 1 1 0 308 256 206

ITEM 20 TABLE NO. 4 Status of Company-Owned Outlets (MAUI WOWI Businesses) For Years 2008 to 2010(1)(2)
Column 1 State Column 2 Year Column 3 Outlets at Start of Year Column 4 Outlets Opened Column 5 Outlets Reacquired From Franchisee Column 6 Outlets Closed Column 7 Outlets Sold to Franchisee Column 8 Outlets at End of the Year

District of Columbia Totals

2008 2009 2010 2008 2009 2010

1 0 0 1 0 0

0 0 0 0 0 0

0 0 0 0 0 0

0 0 0 0 0 0

1 0 0 1 0 0

0 0 0 0 0 0

MW 2011 Unit FDD

Page 42

3.22.2011

ITEM 20 TABLE NO. 5 Projected Openings As Of December 31, 2010 (MAUI WOWI Businesses)
Column 1 State/Country Column 2 Franchise Agreements Signed But Outlet Not Opened 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Column 3 Projected New Franchised Outlet In The Next Fiscal Year 1 1 2 2 2 1 1 1 1 1 1 1 2 17 Column 4 Projected New Company-Owned Outlet In The Next Fiscal Year 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Bahrain Egypt Ireland Kuwait Qatar Saudi Arabia UAE California Colorado Florida Nevada Oregon Texas Total

Notes for the Above Charts: (1) (2) Each year period begins on January 1 and ends on December 31. The company-owned outlet was owned and operated by our Affiliate.

(3) In 2009, one Colorado franchise transferred their franchise to Florida. In 2010, one Indiana franchise transferred their franchise to a new Illinois franchisee. These interstate transfers are noted in the second chart (as a transfer in the transferors state), and also in the third chart under the heading Ceased Operations-Other Reasons (for the transferors state) and Outlets Opened (for the transferees state). A list of the names of all franchisees and their addresses and telephone numbers are listed as Exhibit E to this Disclosure Document. A list of the name and last known city, state and telephone number of every franchisee who has had a MAUI WOWI Business terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the Franchise Agreement during fiscal year 2009 or who has not communicated with us within 10 weeks of the date of this Disclosure Document is listed on Exhibit F to this Disclosure Document. If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system. Some franchisees have signed confidentiality clauses during the last three fiscal years. In some instances, current and former franchisees sign provisions restricting their ability to speak openly about their experience with the MAUI WOWI System. You may wish to speak with current and former franchisees, but be aware that not all of those franchisees will be able to communicate with you. As of the date of this Disclosure Document, there are no trademark-specific franchisee organizations associated with the MAUI WOWI System. ITEM 21 FINANCIAL STATEMENTS Attached to this Disclosure Document as Exhibit D are our audited financial statements as of December 31, 2010, 2009, and 2008. MW 2011 Unit FDD Page 43 3.22.2011

ITEM 22 CONTRACTS The following agreements regarding the offering of a franchise are attached as exhibits to this Disclosure Document. Exhibit B Exhibit C Exhibit G Franchise Agreement with Attachments Nondisclosure and Noncompetition Agreement Statement of Franchisee ITEM 23 RECEIPTS On the last two pages of this Disclosure Document, you will find two copies of the Receipt Page. You must sign, date and deliver one copy of the Receipt Page to us for our records.

MW 2011 Unit FDD

Page 44

3.22.2011

EXHIBIT A
TO FRANCHISE DISCLOSURE DOCUMENT LIST OF STATE AGENCIES/ AGENTS FOR SERVICE OF PROCESS

EXHIBIT A LIST OF STATE ADMINISTRATORS AND AGENTS FOR SERVICE OF PROCESS

STATE CALIFORNIA STATE ADMINISTRATOR Department of Corporations 320 West 4th Street, Suite 750 Los Angeles, California 90013 (213) 576-7500 (866) 275-2677 (toll free) 1515 K Street, Suite 200 Sacramento, California 95814 (916) 445-7205 1350 Front Street, Room 2034 San Diego, California 92101 (619) 525-4233 71 Stevenson Street, Suite 2100 San Francisco, California 94105 (415) 972-8559 Florida Department of Agriculture and Consumer Services Division of Consumer Services Attn: Finance & Accounting 407 South Calhoun Street Tallahassee, Florida 32399-0800 (850) 488-2221 Commissioner of Securities Department of Commerce & Consumer Affairs Business Registration Division Securities Compliance Branch 335 Merchant Street, Room 203 Honolulu, Hawaii 96813 (808) 586-2722 Franchise Division Office of the Attorney General 500 South Second Street Springfield, Illinois 62706 (217) 782-4465 Indiana Secretary of State Division of Securities 302 West Washington Room E-111 Indianapolis, Indiana 46204 (317) 232-6681 Office of Attorney General Maryland Division of Securities 200 St. Paul Place Baltimore, Maryland 21202-2020 (410) 576-6360 AGENT FOR SERVICE OF PROCESS California Commissioner of Corporations California Department of Corporations 1515 K Street, Suite 200 Sacramento, California 95814 (916) 445-7205

FLORIDA

None

HAWAII

Hawaii Commissioner of Securities Same Address

ILLINOIS

Illinois Attorney General Same Address

INDIANA

Indiana Secretary of State 201 State House 200 West Washington Street Indianapolis, Indiana 46204 (317) 232-6531 Maryland Securities Commissioner Same Address

MARYLAND

A-1

STATE MICHIGAN

MINNESOTA

NEBRASKA

NEW YORK

NORTH DAKOTA

OREGON

RHODE ISLAND

SOUTH DAKOTA

TEXAS

VIRGINIA

AGENT FOR SERVICE OF PROCESS Suzanne Hassan, Assistant Attorney General Michigan Department of Commerce, Franchise Section - Consumer Protection Division Corporations and Securities Bureau G. Mennen Williams Building, 6th Floor 6546 Mercantile Way 525 W. Ottawa Street Lansing, Michigan 48910 Lansing, Michigan 48933 (517) 334-6212 (517) 373-7117 Minnesota Department of Commerce Minnesota Commissioner of Commerce 85 7th Place East, Suite 500 Same Address St. Paul, Minnesota 55101 (651) 296-4026 Department of Banking and Finance None 1200 N Street, Suite 311 P.O. Box 95006 Lincoln, Nebraska 68509-5006 (402) 471-3445 New York State Department of Law Secretary of State of the State of New York Bureau of Investor Protection and Securities 162 Washington Avenue 120 Broadway, 23rd Floor Albany, New York 12231 New York, New York 10271 (518) 473-2492 (212) 416-8211 North Dakota Securities Department Same 600 East Boulevard Avenue, Fifth Floor Bismarck, North Dakota 58505 (701) 328-4712 Department of Consumer and Business Services Director of Oregon Department of Division of Finance and Corporate Securities Consumer and Business Services Labor and Industries Building Division of Finance and Corporate Salem, Oregon 97310 Securities (503) 378-4140 Labor and Industries Building 700 Summer Street, N.E., Suite 120 Salem, Oregon 97310 (503) 378-4140 State of Rhode Island and Providence Plantations Director of Rhode Island Department of Department of Business Regulation Business Regulation Securities Division Same Address 1511 Pontiac Avenue John O. Pastore Complex - Building 69-1 Cranston, Rhode Island 02920 (401) 222-3048 South Dakota Revenue & Regulation Director of South Dakota Division of Securities Division of Securities 445 East Capitol Same Address Pierre, South Dakota 57501 (605) 773-4823 Secretary of State None Statutory Document Section P.O. Box 13563 Austin, Texas 78711 (512) 475-1769 State Corporation Commission Clerk of the State Corporation Commission Division of Securities and Retail Franchising State Corporation Commission 1300 E. Main Street, 9th Floor 1300 E. Main Street, 1st Floor Richmond, Virginia 23219 Richmond, Virginia 23219 (804) 371-9051 (804) 371-9733

STATE ADMINISTRATOR

A-2

STATE WASHINGTON

STATE ADMINISTRATOR Securities Administrator Department of Financial Institutions Securities Division P.O. Box 9033 Olympia, Washington 98507-8760 (360) 902-8760 Department of Financial Institutions Division of Securities 345 W. Washington Avenue, 4th Floor Madison, Wisconsin 53703 (608) 266-8557 Same

AGENT FOR SERVICE OF PROCESS

WISCONSIN

Wisconsin Commissioner of Securities Same Address

A-3

EXHIBIT B
TO FRANCHISE DISCLOSURE DOCUMENT FRANCHISE AGREEMENT WITH ATTACHMENTS

EXHIBIT B TO FRANCHISE DISCLOSURE DOCUMENT FRANCHISE AGREEMENT

TABLE OF CONTENTS Section

1.

Page
GRANT OF FRANCHISE........................................................................................................................... 1 1.1 Grant of Franchise ......................................................................................................................... 1 1.2 Operation of the Business .............................................................................................................. 2 1.3 Permanent Sites and Events .......................................................................................................... 2 1.4 Principal Business Address............................................................................................................ 2 1.5 Reservation of Rights ..................................................................................................................... 2 1.6 Ownership and Principal Contact of Franchisee......................................................................... 3 TERM ............................................................................................................................................................ 3 2.1 Term ................................................................................................................................................ 3 2.2 Rights Upon Expiration ................................................................................................................. 3 2.3 Exercise of Option for Successor Franchise ................................................................................. 4 2.4 Conditions of Refusal ..................................................................................................................... 4 PROPRIETARY MARKS AND THE SYSTEM ....................................................................................... 4 3.1 Marks............................................................................................................................................... 4 3.2 No Use of Other Marks .................................................................................................................. 4 3.3 System.............................................................................................................................................. 4 3.4 Mark Infringement......................................................................................................................... 4 3.5 Franchisees Business Name .......................................................................................................... 5 3.6 Change of Marks ............................................................................................................................ 5 3.7 Consents to Use of Marks .............................................................................................................. 5 3.8 Goodwill .......................................................................................................................................... 5 3.9 Confidentiality of Proprietary Information ................................................................................. 5 3.10 Nondisclosure and Noncompetition Agreement........................................................................... 5 3.11 Signage............................................................................................................................................. 5 3.12 Library of Operating Manuals...................................................................................................... 6 FEES .............................................................................................................................................................. 6 4.1 Initial Franchise Fee....................................................................................................................... 6 4.2 Refund of Initial Franchise Fee..................................................................................................... 6 4.3 Marketing Fee................................................................................................................................. 7 4.4 IT Management Fee ....................................................................................................................... 7 4.5 Product Payment Terms ............................................................................................................... 7 4.6 Late or Insufficient Payments ....................................................................................................... 8 ADVERTISING ............................................................................................................................................ 8 5.1 Advertising ...................................................................................................................................... 8 5.2 Marketing Fund.............................................................................................................................. 9 5.3 Local Advertising Cooperatives .................................................................................................... 9 SERVICES PROVIDED BY MAUI WOWI ............................................................................................ 10 6.1 Before Opening ............................................................................................................................. 10 6.2 After Opening ............................................................................................................................... 10 6.3 Directors of Regional Support..................................................................................................... 11 OBLIGATIONS OF FRANCHISEE ........................................................................................................ 11 7.1 Compliance with Applicable Laws.............................................................................................. 11 7.2 System Compliance ...................................................................................................................... 11 7.3 Inspections..................................................................................................................................... 11 B-i

2.

3.

4.

5.

6.

7.

7.4 7.5 7.6 7.7 7.8 7.9. 7.10 7.11 7.12 7.13 7.14 7.15 7.16 7.17 7.18 7.19 8.

Restrictions on Products .............................................................................................................. 11 Insurance ....................................................................................................................................... 12 Appearance and Customer Service ............................................................................................. 12 Signs............................................................................................................................................... 12 Training ......................................................................................................................................... 13 Conferences and Conventions. .................................................................................................... 13 Franchisee Reports. ...................................................................................................................... 13 Correction of Defects.................................................................................................................... 14 Indemnification............................................................................................................................. 14 Management Involvement of Franchisee.................................................................................... 15 Modification .................................................................................................................................. 15 Electronic Information, Communications, and Computer Systems......................................... 15 Performance Requirements ......................................................................................................... 15 Web Page....................................................................................................................................... 16 Operating Units/Restrictions on Sale of Equipment.................................................................. 16 Protection of Computer, Electronic, and Communications Systems ....................................... 16

PURCHASES OF PRODUCTS................................................................................................................. 17 8.1 Inventory ....................................................................................................................................... 17 8.2 Limitations on Supply Obligations.............................................................................................. 17 8.3 No Warranties............................................................................................................................... 17 8.4 Changes in Inventory ................................................................................................................... 17 BREACH AND TERMINATION ............................................................................................................. 17 9.1 Termination by Maui Wowi ........................................................................................................ 17 9.2 Termination by Maui Wowi No Cure Period.......................................................................... 17 9.3 Termination by Maui Wowi 10-Day Cure Period................................................................... 19 9.4 Termination by Maui Wowi 30-Day Cure Period................................................................... 20 9.5 Termination by Franchisee.......................................................................................................... 20 OBLIGATIONS OF FRANCHISEE UPON TERMINATION OR EXPIRATION............................. 21 10.1 Post-Termination Obligations ..................................................................................................... 21 10.2 Acknowledgements ....................................................................................................................... 22 10.3 Survival.......................................................................................................................................... 22 PURCHASE OPTION................................................................................................................................ 22 11.1 Purchase Option ........................................................................................................................... 22 TRANSFERS OF THE FRANCHISE ...................................................................................................... 22 12.1 Transfer by Maui Wowi............................................................................................................... 22 12.2 Transfer by Franchisee ................................................................................................................ 23 12.3 Conditions to Transfer ................................................................................................................. 23 12.4 Maui Wowis Assistance in Transfers......................................................................................... 24 12.5 Registration of Proposed Franchise Sale .................................................................................... 24 12.6 Transfer to an Entity.................................................................................................................... 24 12.7 Involuntary Transfers .................................................................................................................. 24 12.8 First Right of Refusal ................................................................................................................... 24 12.9 Death or Disability........................................................................................................................ 25 12.10 Transfer by Court Order ............................................................................................................. 25 RELATIONSHIP OF THE PARTIES...................................................................................................... 25 13.1 Independent Contractors ............................................................................................................. 25 COVENANTS ............................................................................................................................................. 25 14.1 Non-Competition During Term................................................................................................... 25 14.2 Post-Termination Covenant Not to Compete ............................................................................. 26 14.3 Post-Termination Restriction on Solicitation of Employees ..................................................... 26 14.4 Confidentiality of Proprietary Information ............................................................................... 27 14.5 Prohibition Against Reshipment ................................................................................................. 27 14.7 Interpretation................................................................................................................................ 27 14.8 Confidentiality Agreement........................................................................................................... 27

9.

10.

11. 12.

13. 14.

B-ii

15.

DISPUTE RESOLUTION ......................................................................................................................... 27 15.1 Mediation ...................................................................................................................................... 27 15.2 Arbitration .................................................................................................................................... 27 15.3 Scope of Arbitration ..................................................................................................................... 28 15.4 Limitation on Proceedings ........................................................................................................... 28 15.5 Governing Law/Consent to Venue and Jurisdiction ................................................................. 28 15.6 Injunctive Relief ........................................................................................................................... 28 15.7 Limitations on Actions ................................................................................................................. 29 15.8 Alternative Dispute Resolution.................................................................................................... 29 MISCELLANEOUS ................................................................................................................................... 29 16.1 Waiver ........................................................................................................................................... 29 16.2 Modifications ................................................................................................................................ 29 16.3 Notices ........................................................................................................................................... 29 16.4 Prevailing Party............................................................................................................................ 29 16.5 Headings; Construction ............................................................................................................... 30 16.6 Beneficiaries .................................................................................................................................. 30 16.7 Corporate Authority .................................................................................................................... 30 16.8 Payments ....................................................................................................................................... 30 16.9 Set Off............................................................................................................................................ 30 16.10 Joint and Several Liability........................................................................................................... 30 16.11 Successors In Interest................................................................................................................... 30 16.12 Integration..................................................................................................................................... 30 16.13 Invalidity ....................................................................................................................................... 31 16.14 Cross Default and Cross Termination Provisions ..................................................................... 31 16.15 Acknowledgment .......................................................................................................................... 31

16.

ATTACHMENTS Attachment I Attachment II Attachment III Attachment IV Attachment V Attachment VI Attachment VII Attachment VIII Addendum to Franchise Agreement Guaranty and Assumption of Franchisees Obligations Statement of Ownership Collateral Assignment of Telephone Numbers, Telephone Listings and Internet Addresses ACH Authorization Form Authorization for Credit Card Payments Sample Acknowledgment of Termination and Release Agreement Addendum to Lease and Collateral Assignment of Lease

OPERATING UNIT RIDERS TO THE FRANCHISE AGREEMENT RIDERS TO THE FRANCHISE AGREEMENT FOR SPECIFIC STATES

B-iii

FRANCHISE AGREEMENT THIS FRANCHISE AGREEMENT (Agreement) is entered into and made effective as of the date set forth on the signature page hereof, by and between Maui Wowi Franchising, Inc., a Colorado corporation, located at 5445 DTC Parkway, Suite 1050, Greenwood Village, Colorado 80111 (Maui Wowi) and the franchisee named on the signature page of this Agreement (Franchisee). RECITALS A. Maui Wowi has developed a system using the service mark MAUI WOWI and related trade names and trademarks (Marks) for the operation of a business (MAUI WOWI Business or Business) that sells Fresh Hawaiian beverages, including fresh fruit smoothies, espresso drinks, brewed Hawaiian coffee, a variety of Hawaiian products, and related products using Maui Wowis proprietary mobile, self-contained units Kaanapali Carts, Catering Carts, and Event Concession Trailers or collectively, the Mobile Operating Units) or Maui Wowis proprietary non-traditional fixed-location kiosks (Fixed Kiosks) or at retail store front locations (Retail Stores). The Fixed Kiosks and Retail Stores are collectively referred to as Fixed Operating Units, or individually as a Fixed Operating Unit. The Mobile Operating Units and Fixed Operating Units are collectively referred to in this Agreement as the Operating Units, or individually as an Operating Unit. The Mobile Operating Units are usually operated at activities including but not limited to fairs, sporting events, conventions, rodeos, festivals, trade shows, grand openings and seminars (Events), but may also be operated from permanent, fixed sites located in malls, strip centers, schools, office buildings, hospitals, airports, colleges, health clubs, drive-thrus, auditoriums, arenas, and concert and sports venues (Permanent Sites). The Fixed Operating Units are operated from Permanent Sites only. B. Maui Wowis products include, but are not limited to, its proprietary: (1) fresh fruit smoothie mixes (MAUI WOWI Blends or Blends), (2) Hawaiian coffee and espresso drinks, and (3) such other products as has been or may be introduced and authorized by Maui Wowi (collectively MAUI WOWI Products or Products). C. The system includes (1) supplies such as cups, blenders, coffee machines, espresso machines, trademarked and branded clothing, custom gift cards, signs, dcor, the Operating Units, as defined below, and other equipment, (MAUI WOWI Supplies and Equipment), and the specifications for such equipment and supplies; (2) the recipes, business format, proprietary specifications, methods and procedures for the preparation, marketing and sale of the MAUI WOWI Products (MAUI WOWI Services); (3) the MAUI WOWI Products themselves; and (4) other procedures and confidential information (collectively, the System). D. Franchisee desires to enter into an agreement with Maui Wowi to obtain the rights to operate a MAUI WOWI Business using the Marks and the System; and E. Franchisee has fully investigated and has familiarized itself with the essential aspects and purposes of the System. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, agreements, terms and conditions contained in this Agreement, and the acts to be performed by the respective parties, the parties agree as follows: 1. GRANT OF FRANCHISE

1.1 Grant of Franchise. Maui Wowi grants to Franchisee, and Franchisee accepts from Maui Wowi, the non-exclusive right to establish and operate a MAUI WOWI Business that sells fresh fruit smoothies, brewed Hawaiian coffee and espresso drinks, MAUI WOWI branded clothing and ancillary products, and related products from an Operating Unit at Events and/or Permanent Sites. The type of franchise granted under this Agreement is designated in the Addendum to this Agreement, attached as Attachment I
MW FDD Exhibit B Page 1 3.22.11

(Addendum). Each selling point, whether a Mobile Operating Unit or a Fixed Operating Unit is considered a MAUI WOWI Operating Unit or Operating Unit. All MAUI WOWI Products must be sold by Franchisee only from an approved Operating Unit. Upon signing this Agreement, Franchisee and Maui Wowi shall execute an Operating Unit Rider to this Agreement in the form attached (Operating Unit Rider), which will designate the initial Operating Unit to be opened and operated by Franchisee; provided, such initial Operating Unit may not be a Catering Cart. Franchisee and Maui Wowi shall execute additional Operating Unit Riders to open and operate each additional Operating Unit that is permitted under this Agreement. 1.2 Operation of the Business. Franchisee shall operate its MAUI WOWI Business, and use the Marks and System in connection with its MAUI WOWI Business, as they may be changed, improved and developed by Maui Wowi in the future, only in accordance with the terms and conditions of this Agreement. Franchisee shall operate its Business only from the MAUI WOWI Operating Units set forth in the applicable Operating Unit Riders, at agreed upon Events or Permanent Sites, or a combination of both, up to the maximum number permitted based on the type of franchise purchased as stated in the Addendum. The Franchisee must obtain Maui Wowis prior written consent if Franchisee wishes to convert one of its Operating Units to a different type of Operating Unit, and shall execute another Operating Unit Rider in that event. Franchisee shall use its best efforts to promote its MAUI WOWI Business and to open and operate the maximum number of Operating Units permitted under the Addendum. Franchisee may not use other channels of distribution, such as the Internet, catalog sales, telemarketing, or other direct marketing, to make sales outside of and apart from Franchisees Operating Unit(s), without our prior consent. 1.3 Permanent Sites and Events.

1.3.1 Franchisee shall not operate its MAUI WOWI Business at a Permanent Site without the prior written consent of Maui Wowi. Franchisee shall follow Maui Wowis process and procedures to obtain the consent of Maui Wowi, including but not limited to completing any applications, conducting such studies, providing copies of any contracts, and paying such amounts as may be required by Maui Wowi as part of the review process. As a condition of Maui Wowis consent, Franchisee and its landlord must execute the Addendum to Lease and Collateral Assignment of Lease, attached hereto as Attachment VIII, or alternatively provide similar language in the executed lease. In no event shall Franchisee operate any part of its MAUI WOWI Business anywhere in the State of Utah, including from any Events located in the State of Utah, without Maui Wowis prior written consent. 1.3.2 If Franchisee desires to operate an Operating Unit from a Permanent Site, it understands and agrees that other than the specific Permanent Site location, it does not receive any protected or exclusive territory nor any exclusive right to any particular market or customers. Franchisee must obtain Maui Wowis approval for the Permanent Site where an Operating Unit will be located and comply with the other terms described in the Operating Unit Riders for that Operating Unit. 1.4 Principal Business Address. Franchisee shall designate a principal business office address, telephone number, fax number and its electronic mail address for billing and notification purposes (Principal Business Address). The Principal Business Address may be Franchisees home or other place where the administrative affairs of the Business are conducted. The initial Principal Business Address shall be set forth in the Addendum. Franchisee shall at all times keep Maui Wowi apprised of the location of its Principal Business Address as outlined in the Library of Operating Manuals. 1.5 Reservation of Rights. Franchisee acknowledges that the franchise granted hereunder is nonexclusive and that Maui Wowi and its Affiliate (defined in Section 4.3) retain the rights, among others, without any compensation to Franchisee: (i) to use, and to license others to use, the Marks and System for the operation of MAUI WOWI Businesses, at any approved Permanent Site or Event other than at the approved Permanent Site of an Operating Unit of a franchisee or at a Protected Event (as defined in the Operating Unit Rider); (ii) to use the Marks and System to identify services and products, promotional and marketing efforts or related items, and to identify products and services similar or identical to those which Franchisee will sell, but made available through alternative channels of distribution other than through franchisees, at any location, including, but not
MW FDD Exhibit B Page 2 3.22.11

limited to, by way of the Internet, catalog, telemarketing, other direct sales, television, retail store freezer or display or through the wholesale sale of MAUI WOWI Products to unrelated retail outlets or to food distributors or outlets located in stadiums, arenas, airports, convenience stores, Internet sales, turnpike rest stops, grocery stores, or supermarkets; (iii) to use and license the use of other proprietary marks or methods in connection with the sale of products and services similar to those which Franchisee will sell or in connection with the operation of freezers located in retail stores, at any location other than at a MAUI WOWI Operating Unit, which locations are the same as, or similar to, or different from traditional MAUI WOWI locations, or through alternative channels of distribution including, but not limited to, by way of the Internet, catalog, telemarketing, other direct sales, television, retail store freezer or display or through the wholesale sale of products and/or services to unrelated retail outlets or to food distributors or outlets located in stadiums, arenas, airports, convenience stores, Internet sales, turnpike rest stops, grocery stores, or supermarkets, on any terms and conditions as Maui Wowi deems advisable, and without granting Franchisee any rights therein; (iv) to acquire, combine with, merge with or be acquired by, any business or person, wherever located, including a business that competes directly with Franchisees Business; and (v) to implement and maintain multi-area marketing programs at any time, including Internet and regional or national accounts, which may include any Permanent Site or Event. Maui Wowi reserves the right to establish mandatory policies and procedures for these multi-area marketing programs. 1.6 Ownership and Principal Contact of Franchisee. If Franchisee is an entity, Franchisee shall complete and update throughout the term of this Agreement, as necessary, the Statement of Ownership attached as Attachment III. In addition, if Franchisee is an entity, all persons who own more than 10 percent of the beneficial ownership interests in the entity shall guaranty Franchisees performance under this Agreement by signing the Guaranty and Assumption of Franchisees Obligations attached as Attachment II. If Franchisee is a limited liability company, partnership, corporation or other entity, Franchisee shall provide to Maui Wowi a resolution signed by all members, directors or partners, as appropriate, designating the principal contact for the Business. This principal contact must be a managing member, general partner or controlling shareholder. This representative shall have the authority to speak for and bind Franchisee in all matters pertaining to this Agreement, and all matters regarding the Business. If Franchisee is an entity, the entity shall engage in no business other than the operation of the MAUI WOWI Business governed by this Agreement unless Maui Wowi approves such other business in writing. Maui Wowi may, in its sole discretion, for any reason, elect to withhold approval. 2. TERM

2.1 Term. The term of this Agreement shall be 10 years unless terminated earlier pursuant to Article 9. This Agreement shall become effective when executed by both Maui Wowi and Franchisee. 2.2 Rights Upon Expiration. At the end of the initial term, Franchisee shall have the option to renew its franchise rights for one additional 10-year term, by acquiring successor franchise rights, provided Maui Wowi does not exercise its rights in accordance with Section 2.4 below and if Franchisee: 2.2.1 At least 30 days prior to expiration of the term, executes the form of Franchise Agreement then in use by Maui Wowi; 2.2.2 Has complied with all provisions of this Agreement during the current term, including the payment on a timely basis of all Product payments and other fees due hereunder. Compliance shall mean, at a minimum, that Franchisee has not received any written notification from Maui Wowi of breach hereunder more than three times during the term, regardless of whether the breaches have been cured by Franchisee; 2.2.3 Upgrades, remodels or refurbishes any equipment, signage, and each Permanent Site store or other Operating Unit, as is applicable, at the Franchisees sole expense (the necessity of which shall be in the sole discretion of Maui Wowi) to conform with the then current Library of Operating Manuals;
MW FDD Exhibit B Page 3 3.22.11

2.2.4 Executes a general release, in a form satisfactory to Maui Wowi, of all claims against Maui Wowi and its Affiliate, and their respective officers, directors, employees and agents arising out of or related to this Agreement or any other agreement with Maui Wowi or its Affiliate; and 2.2.5 Pays a successor franchise fee of 20 percent of the then applicable franchise fee.

2.3 Exercise of Option for Successor Franchise. Franchisee may exercise its option for a successor franchise by giving written notice of Franchisees intent to exercise the option to Maui Wowi no less than 180 days and no more than 270 days prior to the scheduled expiration of this Agreement. Franchisees successor franchise rights shall become effective by signing the Franchise Agreement then currently being offered to new franchisees of Maui Wowi. 2.4 Conditions of Refusal. Maui Wowi shall not be obligated to offer Franchisee a successor franchise upon the expiration of this Agreement if Franchisee fails to comply with any of the above conditions of renewal. In that event (except for failure to execute the then current Franchise Agreement or failure to pay the successor franchise fee) Maui Wowi shall give notice of expiration at least 180 days prior to the expiration of the term, and the notice shall set forth the reasons for the refusal to offer successor franchise rights. Upon the expiration of this Agreement, Franchisee shall comply with the provisions of Article 10 below. 3. PROPRIETARY MARKS AND THE SYSTEM

3.1 Marks. Franchisee acknowledges that Maui Wowi has the right to license and control Franchisees use of the service mark and trademark MAUI WOWI and other of the Marks, and that the Marks shall remain under the control of Maui Wowi. Franchisee acknowledges that it has not acquired any right, title or interest in the Marks except for the right to use the Marks in the operation of its MAUI WOWI Business as it is governed by this Agreement. Franchisee agrees not to use any of the Marks as part of an electronic mail address, or as part of any URL, web page, domain name, locator, link, metatag, or on any sites on the Internet and the world wide web. 3.2 No Use of Other Marks. Franchisee shall use no service mark or trade mark other than the MAUI WOWI service mark or any other Marks as may be specified by Maui Wowi for use in the identification, marketing, promotion or operation of a MAUI WOWI Business. 3.3 System. Franchisee acknowledges that Maui Wowi owns and controls the distinctive plan for the establishment, operation and promotion of a MAUI WOWI Business and all related methods of doing business, previously defined as the System, which include, but are not limited to, Maui Wowis standards and specifications for the Operating Units, recipes, MAUI WOWI Blends, operational methods, MAUI WOWI Products, MAUI WOWI Services, MAUI WOWI Supplies and Equipment, marketing techniques, written promotional materials, advertising, and accounting systems, all of which constitute confidential trade secrets of Maui Wowi, and Franchisee acknowledges that Maui Wowi has valuable rights in and to these trade secrets. Franchisee acknowledges and agrees that it will promptly notify Maui Wowi about all modifications or additions to the System made by Franchisee and that all modifications or additions shall inure solely to the benefit of Maui Wowi and may be adopted by Maui Wowi and incorporated into the System without Maui Wowi owing any compensation to Franchisee. Franchisee additionally acknowledges that it has not acquired any right, title or interest in the System except for the right to use the System in the operation of its MAUI WOWI Business as it is governed by this Agreement and that it is obligated to maintain the confidentiality of the System in accordance with Section 3.9 below. 3.4 Mark Infringement. Franchisee shall notify Maui Wowi in writing within three days of the date any possible infringement or illegal use by others of a trademark that is the same as or confusingly similar to any of the Marks that comes to its attention. Franchisee acknowledges that Maui Wowi shall have the right, in its sole discretion, to determine whether any action will be taken on account of any possible infringement or illegal use. Maui Wowi may prosecute the action in Maui Wowis own name and may join Franchisee as a party to the action if Maui Wowi determines it to be reasonably necessary for the continued protection and
MW FDD Exhibit B Page 4 3.22.11

quality control of the Marks and System. Maui Wowi shall bear the reasonable cost of any such action, including attorneys fees. Franchisee shall fully cooperate with Maui Wowi in any such litigation. 3.5 Franchisees Business Name. Franchisee acknowledges that between Maui Wowi and Franchisee, Maui Wowi has a prior and superior claim to the MAUI WOWI trade name. Franchisee shall not use the words MAUI WOWI in the legal name of its corporation, limited liability company, partnership or any other business entity used in conducting the Business provided for in this Agreement. Franchisee also agrees not to register or attempt to register a trade name using the words MAUI WOWI in Franchisees name or that of any other person or business entity, without the prior written consent of Maui Wowi. Franchisee shall not identify itself as being Maui Wowi, Inc., Maui Wowi Franchising, Inc. or as being associated with Maui Wowi in any manner other than as a franchisee or licensee. Franchisee shall, in all advertising and promotion and promotional materials, display its business name only in obvious conjunction with the phrase an independent MAUI WOWI Licensee or an independent MAUI WOWI Franchisee or with other words and in other phrases to identify itself as an independent owner of the Business, as may be required in the Library of Operating Manuals. 3.6 Change of Marks. If Maui Wowi, in its sole discretion, shall determine it necessary to modify or discontinue use of any proprietary Mark, or to develop additional or substitute marks, Franchisee shall, within a reasonable time after receipt of written notice of a modification or discontinuation from Maui Wowi, take such action, at Franchisees sole expense, as may be necessary to comply with the modification, discontinuation, addition or substitution. 3.7 Consents to Use of Marks. Franchisee additionally agrees to execute all additional documents and assurances in connection with the use of the Marks as reasonably requested by Maui Wowi and agrees to fully cooperate with Maui Wowi or any other franchise owner or licensee of Maui Wowi in securing all necessary and required consents of any state agency or legal authority to the use of the Marks or any other name that is or becomes a part of the System. 3.8 Goodwill. All goodwill associated with the Marks and the System, including any goodwill that might be deemed to have arisen through Franchisees operation of its MAUI WOWI Business or other activities shall inure solely to the benefit of Maui Wowi. 3.9 Confidentiality of Proprietary Information. Franchisee agrees to: (a) fully and strictly adhere to all security procedures required by Maui Wowi in its sole discretion for maintaining the proprietary information as proprietary; (b) disclose proprietary information to its employees only to the extent necessary to market MAUI WOWI Products and MAUI WOWI Services and for the operation of its MAUI WOWI Business in accordance with this Agreement; (c) not use any proprietary information in any other business or in any manner not specifically authorized or approved in writing by Maui Wowi; and (d) exercise the highest degree of diligence and make every effort to maintain the absolute confidentiality of all proprietary information during and after the term of this Agreement. Maui Wowi will indemnify Franchisee against any losses claimed by a third party concerning Franchisees use of Maui Wowis proprietary information. 3.10 Nondisclosure and Noncompetition Agreement. Franchisee is required to have its owners, members, partners or shareholders, its Managers (as defined in Section 6.1.3 below), principal employees, anyone Franchisee may choose to send to Maui Wowis training, and anyone who has access to the Library of Operating Manuals or any of Maui Wowis proprietary information, execute Maui Wowis standard Nondisclosure and Noncompetition Agreement before performing any work at the Business or otherwise having access to Maui Wowis proprietary information. A copy of all the signed agreements shall be delivered to Maui Wowi within one week of their execution. 3.11 Signage. Franchisee shall display a standard sign, as may be specified by Maui Wowi, on/in its MAUI WOWI Operating Unit indicating that the location/business is independently owned and operated as a franchised business.
MW FDD Exhibit B Page 5 3.22.11

3.12 Library of Operating Manuals. Franchisee agrees that Maui Wowis operating manuals and other written materials, including information posted on Maui Wowis website and information sent to Franchisee by electronic and regular mail, manuals, written procedures, memoranda and their supplements loaned to Franchisee by Maui Wowi (collectively, Library of Operating Manuals) shall remain the sole property of Maui Wowi and must be returned to Maui Wowi at Maui Wowis direction. Franchisee, its members, shareholders, partners, and guarantors, if any, acknowledge that the contents of the Library of Operating Manuals and Franchisees knowledge of Maui Wowis processes, services, products, know-how and the System, are secret, unique and confidential and contain trade secrets and other material proprietary to Maui Wowi. Franchisee acknowledges that its entire knowledge of the operation of the Business is and shall be derived from information disclosed to Franchisee by Maui Wowi and that certain of the information is proprietary, confidential and a Trade Secret of Maui Wowi. Trade Secrets refer to the whole or any portion of know-how, knowledge, methods, specifications, processes, procedures or improvements regarding the Business that is valuable and secret in the sense that it is not generally known to competitors of Maui Wowi. Franchisee shall maintain the absolute confidentiality of all Trade Secrets during and after the term of this Agreement, and shall not use any such information in any other business or in any manner not specifically authorized or approved in writing by Maui Wowi. Franchisee agrees not to disclose the contents of the Library of Operating Manuals to unauthorized persons and to use Franchisees best efforts to prevent unauthorized disclosure to any person, as this disclosure would cause irreparable harm to Maui Wowi and the System. Franchisee understands that the Library of Operating Manuals is loaned to Franchisee, and that at all times the Library of Operating Manuals remains the sole property of Maui Wowi, and Franchisee agrees to return the Library of Operating Manuals to Maui Wowi on the termination of this Agreement or at times as may otherwise be directed by Maui Wowi. Franchisee shall not copy or otherwise duplicate the Library of Operating Manuals or any other proprietary materials. At any time at Maui Wowis discretion, Maui Wowi may convert the Library of Operating Manuals to an exclusively electronic format and require Franchisee to access the document through the Internet or through an intranet created and supported by Maui Wowi. Maui Wowi retains the right to modify, change, add to, delete or supplement the Library of Operating Manuals and to specify other systems, procedures or forms in any manner it deems necessary, and shall notify Franchisee about changes in writing by fax, mail, electronic mail or postings on Maui Wowis website on the Internet. 4. FEES

4.1 Initial Franchise Fee. The Initial Franchise Fee is set forth in the Addendum and is due and payable in one lump sum when Franchisee signs this Agreement. The Initial Franchise Fee, payments for purchases of MAUI WOWI Products and MAUI WOWI Supplies and Equipment, and the Launch Fee for Fixed Operating Units are non-refundable except as stated in Section 4.2 below. 4.2 Refund of Initial Franchise Fee. If Maui Wowi, in its sole and absolute discretion, determines that Franchisee or Franchisees employee(s) have not successfully completed (or are not making satisfactory progress in) the Mainland Training Program (defined in Section 6.1.3 below), then Maui Wowi may elect to terminate this Agreement, thereby canceling all of Franchisees rights and all of Franchisees and Maui Wowis obligations under this Agreement, and/or any other agreements between Maui Wowi and Franchisee, by providing Franchisee with written notice of Maui Wowis intent to cancel this Agreement. If Maui Wowi elects to terminate this Agreement in accordance with this Section, Maui Wowi shall refund 50 percent of the Initial Franchise Fee paid by Franchisee within 30 days of the termination. Franchisee acknowledges that Maui Wowi shall be entitled to retain the remaining 50 percent of the Initial Franchise Fee set forth above, and any other fees paid by Franchisee to Maui Wowi, in consideration of Maui Wowis sales, training and other costs associated with making the franchise sale to Franchisee. Within five business days of receipt of the termination notice, Franchisee covenants and agrees to return the Library of Operating Manuals and all associated documents and property belonging to Maui Wowi, and Franchisee, and each owner of Franchisee, agrees to execute documentation providing for a general release (except where prohibited by law), in the form required by Maui Wowi, of all claims, liabilities and/or obligations, however arising, known or unknown, against Maui Wowi and all other Maui Wowi-related persons or entities. Maui Wowi shall provide Franchisee with a similar release; provided, however, that Franchisees indemnity, non-competition, and
MW FDD Exhibit B Page 6 3.22.11

confidentiality obligations, and the dispute resolution provisions contained in this Agreement shall survive the termination of this Agreement and the execution of any release by Maui Wowi. 4.3 Marketing Fee. Franchisee shall acquire the MAUI WOWI Products and the MAUI WOWI Supplies and Equipment, as well as the Mobile Operating Units and Fixed Kiosks (as applicable) through Maui Wowis affiliate, Maui Wowi International, Inc. (Affiliate), or other affiliates or suppliers designated or approved by Maui Wowi. At the time of each purchase of MAUI WOWI Products, MAUI WOWI Supplies and Equipment, a Mobile Operating Unit, or a Fixed Kiosk, Franchisee shall pay the Affiliate, as a Marketing Fee (Marketing Fee), an additional 12 percent of the then current wholesale price of the item being purchased, which fee shall be automatically be charged to Franchisee in addition to the purchase price of the item purchased. The Affiliate shall then remit the Marketing Fee to Maui Wowi or an affiliated entity designated by Maui Wowi for deposit into the Marketing Fund described in Section 5.2 below. Marketing Fees are not refundable under any circumstances once paid. If Franchisee sells to its customers an approved nonproprietary product purchased from a third party or a non-MAUI WOWI branded item purchased from Maui Wowis Affiliate, Franchisee will pay Maui Wowi via a weekly report (as discussed in Section 7.10 below), or, at a more frequent interval in Maui Wowis sole discretion, a 6 percent royalty fee (Royalty Fee) and 2 percent Marketing Fee on the gross revenue (Gross Revenue) generated by the sale of the approved nonproprietary product or non-MAUI WOWI branded item sold by the Franchisee. Gross Revenue is the total of all receipts derived from sales by the Franchisee, whether the receipts are evidenced by cash, credit, checks, gift certificates, scrip, coupons, services, property, or other means of exchange. Gross Revenue shall exclude only sales tax receipts that Franchisee must by law collect from customers and that Franchisee pays to the government, promotional or discount coupons to the extent that Franchisee realizes no revenue, and employee receipt of services or products, if free, or any portion not paid for by an employee. Maui Wowi reserves the right to discontinue or defer the Marketing Fee, or limit the products, supplies, equipment, and items to which the Marketing Fee is applied, in its sole discretion. 4.4 IT Management Fee. Franchisee shall be assessed a monthly IT Management Fee as outlined in the Library of Operating Manuals. Initially the IT Management Fee shall be $29.95, although Maui Wowi reserves the right to increase the IT Management Fee by modifying the Library of Operating Manuals. The IT Management Fee covers a range of services, all of which are outlined in more detail in the Library of Operating Manuals. The IT Management Fee shall be collected during the first seven days of each month in accordance with the terms set forth in Section 4.5. 4.5 Product Payment Terms. Franchisee shall pay for all purchases of MAUI WOWI Products, and Equipment, the IT Management Fee, and all other items purchased from Maui Wowi or Maui Wowis Affiliate via automated clearing house (ACH) or via charges to Franchisees credit card, as Maui Wowi may require and approve. Maui Wowi or its Affiliate shall have the right to withdraw the entire amount of the purchase price from Franchisees designated bank account (ACH Account) or to charge Franchisees credit card in accordance with the terms set forth in the Library of Operating Manuals, as modified by Maui Wowi periodically. Franchisee shall, upon execution of this Agreement or any time after at Maui Wowis request, execute all documents or forms as Maui Wowi determines are necessary for Maui Wowi to process ACH withdrawals from Franchisees ACH Account for payments due hereunder, including the ACH Authorization Form attached as Attachment V and all documents or forms as Maui Wowi determines are necessary for Maui Wowi to automatically charge Franchisees credit card for payments due hereunder, including the Authorization for Credit Card Payments attached as Attachment VI. Franchisee agrees that it shall be responsible for (i) any ACH transfer fee or similar charge imposed by the bank, and (ii) should any ACH not be honored by Franchisees bank for any reason, for that payment plus any service charge applied by Maui Wowi and the bank. Franchisee agrees that any time an ACH transaction is not honored, Maui Wowi is authorized to charge Franchisees credit or debit card for the full amount previously requested via ACH plus any bank service charges that may apply, a handling fee of 2.5 percent of the amount previously requested, and a $50.00 non-sufficient funds fee. (See Attachment VI.) Franchisee also agrees that any time a credit card transaction is not honored, Maui Wowi is authorized to charge Franchisees ACH Account for the full amount previously requested via credit card plus any incidental charges that may apply, a handling fee of 2.5 percent of the amount previously requested, and a $50.00 non-sufficient credit fee. Franchisee also agrees that it shall at all
MW FDD Exhibit B Page 7 3.22.11

times throughout the term of this Agreement maintain the minimum amounts in Franchisees ACH Account as required by the terms of the Library of Operating Manuals, as modified by Maui Wowi periodically, and maintain a credit limit on Franchisees credit card of at least $5,000.00. It shall be a material default of this Agreement if Franchisee closes the ACH Account without Maui Wowis consent, or if Franchisee closes the ACH Account with Maui Wowis consent and fails within a reasonable time thereafter, not to exceed five business days, to establish another account and execute all documents necessary for Maui Wowi to process the payments by ACH for the new ACH Account. Likewise, it shall be a material default of this Agreement if Franchisee closes the credit card account listed in the Authorization for Credit Card Payments without Maui Wowis consent, or if Franchisee closes the credit card account with Maui Wowis consent and fails within a reasonable time thereafter, not to exceed five business days, to establish another credit card account and execute all documents necessary for Maui Wowi to process the payments by credit card for the new credit card account. Maui Wowi reserves the right to require Franchisee to make payments pursuant to any other system that may be established in the future. 4.6 Late or Insufficient Payments. If Franchisee fails to pay any fees or any other amounts owed to Maui Wowi or its Affiliate when due, in addition to any other amounts due in this Article 4, or if Franchisee fails to submit any report under Section 7.10 when due, Franchisee shall pay a Late Fee of $100.00. In addition, interest shall begin to accrue from the date of non-payment on any amounts owed by Franchisee to Maui Wowi or its Affiliate at the greater of (a) the Prime Rate plus 4 percent, or (b) 18 percent per annum calculated monthly on any outstanding balance. Prime Rate is the announced base rate applicable to corporate loans as stated in the Wall Street Journal. 5. ADVERTISING 5.1 Advertising.

5.1.1 Franchisee shall obtain Maui Wowis prior written approval of all advertising or other marketing or promotional programs published by any method, including print, broadcast and electronic media, regarding the Business, including, without limitation, Yellow Pages advertising, newspaper ads, flyers, brochures, coupons, direct mail pieces, specialty and novelty items, radio, television, Internet and world wide web advertising. Franchisee will submit all such advertising or other marketing or promotional programs for Maui Wowis approval by e-mail, express delivery or by mail, return receipt requested. Franchisee acknowledges and agrees that Maui Wowi may disapprove of any advertising, marketing or promotional programs submitted to Maui Wowi, for any reason, in Maui Wowis sole discretion. Franchisee shall also obtain Maui Wowis prior written approval of all promotional materials provided by vendors. The proposed written advertising or a description of the marketing or promotional program shall be submitted to Maui Wowi at least 30 days prior to publication, broadcast or use. Franchisee acknowledges that advertising and promoting the Business in accordance with Maui Wowis standards and specifications is an essential aspect of the System, and Franchisee agrees to comply with all advertising standards and specifications. Franchisee shall display all required promotional materials, signs, point of purchase displays and other marketing materials on or around its MAUI WOWI Operating Unit in the manner required by Maui Wowi. Franchisee shall not, under any circumstances, use handwritten signs or other advertising materials that have not been approved by Maui Wowi in the operation of its MAUI WOWI Operating Unit. 5.1.2 Maui Wowi reserves the right to require Franchisee to spend a certain percentage of Franchisees Gross Revenue each quarter on local advertising efforts (the Local Advertising Expenditure). This required Local Advertising Expenditure shall not exceed 3 percent of the Franchisees Gross Revenue each quarter. If Maui Wowi does implement the Local Advertising Expenditure requirement, Maui Wowi also reserves the right to require that Franchisee submit receipts documenting the Local Advertising Expenditure and prepare and submit a quarterly report to Maui Wowi detailing the Local Advertising Expenditure for each quarter (in which event such quarterly report shall be submitted to Maui Wowi no later than 10 days following the end of each calendar quarter).

MW FDD Exhibit B

Page 8

3.22.11

5.1.3 Franchisee must participate in any promotional campaigns and advertising or other programs that Maui Wowi or its Affiliate may periodically establish. 5.2 Marketing Fund.

5.2.1 Maui Wowi or the applicable Affiliate shall deposit the Marketing Fee described in Section 4.3 above, in a separate bank account (Marketing Fund). The Marketing Funds primary purpose is to support sales by the System and to build brand identity. The Affiliate shall administer the Marketing Fund and may use one or more professional advertising agencies, promotions, or public relations professionals or media buyers to assist in advertising and advertising campaigns. Marketing shall be placed in local, regional, or national media of Maui Wowis choice. The Affiliate shall be entitled to use the Marketing Fund for production and placement of media advertising; agency costs and commissions; creation and production of video, audio and written advertisements; administering regional and multi-regional advertising programs; direct response literature; direct mailings; online mailings; brochures; collateral advertising material; research; surveys of advertising effectiveness; providing materials and personnel to support the marketing function and creating, producing, and implementing websites for Maui Wowi and/or its franchisees; in-house staff assistance and related administrative costs; local promotions; and supporting public relations; and other advertising expenditures relating to advertising Maui Wowi services and products. If Maui Wowi or its Affiliate places advertising rather than engage an advertising agency for this purpose, Maui Wowi or its Affiliate shall be entitled to receive a reasonable fee for such services, which will not exceed the highest rate charged for similar services by any recognized advertising agency not owned in whole or part by Maui Wowi or its officers, directors, or employees (in addition to reimbursement for costs incurred). The Marketing Fund may also be used to pay the overhead expenses related to the Marketing Fund. Maui Wowi and its Affiliate have the right but no obligation to contribute to the Marketing Fund. 5.2.2 Upon written request of Franchisee, the Affiliate will make available to Franchisee, no later than 120 days after the end of each calendar year, an annual unaudited financial statement for the Marketing Fund which indicates how deposits to the Marketing Fund has been spent. Maui Wowi may at any time defer or reduce the required contributions of Franchisee or, upon 30 days prior written notice to Franchisee, reduce or suspend Marketing Fund contributions and operations for one or more periods of any length, or terminate (and, if terminated, reinstate) the Marketing Fund. If the Marketing Fund is terminated, all unspent monies will be distributed to the contributors in proportion to their respective Marketing Fund contributions during the preceding 12 month period. Any unused amount of the Marketing Fund in any calendar year will be applied to the following years advertising expenses. Any prior years advertising or related expenses which are not paid by such prior years Marketing Fund may be paid by any subsequent years Marketing Fund. Maui Wowi and its Affiliate make no guarantee to Franchisee or to any other franchisee that advertising expenditures from the Marketing Fund will benefit Franchisee or any other franchisee directly, on a pro rata basis, or at all. Maui Wowi and its Affiliate assume no other direct or indirect liability or obligation to Franchisee regarding collecting the Marketing Fee from other franchisees, or maintaining, directing or administering the Marketing Fund. 5.3 Local Advertising Cooperatives. Maui Wowi may establish a regional advertising cooperative (Local Advertising Cooperative) in a region that includes Franchisees Events or Fixed Operating Units. A Local Advertising Cooperative is a group that consists of franchisees located within a particular geographical area, which conducts local or regional advertising for its members. If a Local Advertising Cooperative is established in a region that includes Franchisees Events or Permanent Sites, Franchisee shall join and participate in it. The rules and regulations of the Local Advertising Cooperative, including what contributions are required by Franchisee, and how such contributions are to be spent, must be in writing and established by its members, but must be submitted for prior approval to Maui Wowi. If a Local Advertising Group is established in a region, any MAUI WOWI Businesses owned and operated by Maui Wowi within that region will make contributions to the Local Advertising Cooperative on a basis at least equal to that made by franchisees in the region. Maui Wowi may establish additional requirements regarding membership to, and operations and management of, Local Advertising Cooperatives, and Franchisee agrees to abide by any such additional requirements. Maui Wowi may require any Local Advertising Cooperative to
MW FDD Exhibit B Page 9 3.22.11

change, dissolve or merge in Maui Wowis discretion. All Local Advertising Cooperatives shall provide quarterly marketing plans, budgets, and financial reports to Maui Wowi. 6. SERVICES PROVIDED BY MAUI WOWI

6.1 Before Opening. Before Franchisee begins making sales through the MAUI WOWI Business under this Agreement, Maui Wowi or its designees shall provide the following services: 6.1.1 Counsel Franchisee on necessary start-up and inventory items and assist Franchisee with ordering, through Maui Wowis Affiliate or other other suppliers, MAUI WOWI Products and MAUI WOWI Supplies and Equipment that are necessary for commencement of operations, including MAUI WOWI Blends, Hawaiian coffee, espresso, shirts, hats, aprons, parasols, cups, straws and other Products, Supplies and Equipment purchased from Maui Wowis Affiliate or other suppliers. 6.1.2 Provide Franchisee with advice about which optional equipment to purchase.

6.1.3 Provide an initial training program for up to two individuals in a Denver, Colorado metropolitan area location (the Mainland Training Program). In Maui Wowis sole discretion, certain portions of the Mainland Training Program may be conducted online. Franchisee (or, if Franchisee is not an individual, then a managing member, partner or officer of Franchisee designated by Franchisee to participate personally in the MAUI WOWI Business) must attend and successfully complete the Mainland Training Program prior to making any sales through the MAUI WOWI Business. Any person designated by Franchisee to assume the primary responsibility for operating an Operating Unit of Franchisee (Manager) must attend and successfully complete the Mainland Training Program prior to making any sales through that Operating Unit. The length and subjects covered in the Mainland Training Program may vary in Maui Wowis discretion based on the type of Operating Unit Franchisee will be operating for its first Operating Unit. Franchisee must pay for all travel and living expenses associated with training for all of Franchisees personnel attending training. During the training course, Franchisee will be instructed in the operation of the Business, marketing, management and hands-on training in operating the Maui Wowi Operating Unit. If Franchisee cancels its attendance at the Mainland Training Program less than two weeks before the Mainland Training Program, Franchisee shall be required to pay to Maui Wowi a cancellation fee in the amount of $500.00. 6.1.4 Reserved.

6.1.5 Establish and provide to Franchisee operating standards and specifications for the operation of its MAUI WOWI Business in the Library of Operating Manuals. At the Mainland Training Program, Maui Wowi will loan Franchisee a copy of the confidential Library of Operating Manuals. Maui Wowi may change or update these procedures, standards and specifications at Maui Wowis discretion. Franchisee must strictly follow these procedures, standards and specifications in the Library of Operating Manuals and in the Franchise Agreement. Failure to do so is grounds for termination of this Agreement. (See Sections 3.3, 3.12, 7.2, and 9.3.1.) 6.2 After Opening. During the operation of the MAUI WOWI Business, in addition to other obligations set forth elsewhere in this Agreement, Maui Wowi or its designees will provide the following services: 6.2.1 If Franchisee acquires a Standard Franchise or Empire Builder Franchise, provide each of the items set forth in Section 6.1 above for each additional Operating Unit Franchisee opens and operates except the training set forth in Sections 6.1.3. 6.2.2 Provide a reasonable amount of consultation with Franchisee by telephone, facsimile or e-mail correspondence, based on the availability of representatives of Maui Wowi and in Maui Wowis discretion. Maui Wowi will also provide that additional training or on-site assistance described in Section 7.8.2.
MW FDD Exhibit B Page 10 3.22.11

6.2.3 Provide Franchisee with reasonable numbers of samples of new advertising and promotional materials as they are developed by Maui Wowi, if requested by Franchisee. Maui Wowi reserves the right to charge Franchisee for any of these materials. 6.2.4 Hold a Franchise Owner International Convention for all MAUI WOWI franchisees, at certain times at Maui Wowis discretion, to discuss sales techniques, operational standards, and advertising. (See Section 7.9 below.) 6.2.5 Provide Franchisee a newsletter as may be periodically published by Maui Wowi, in Maui Wowis sole discretion. 6.3 Directors of Regional Support. Maui Wowi reserves the right, in its sole discretion, to delegate some or all of its obligations under this Agreement to a Director of Regional Support with regional responsibility over the geographic area in which Franchisee operates at Events or at Permanent Sites. These obligations may include, but are not limited to, initial and ongoing training, site selection assistance for Permanent Sites, inspections, and operations support. Franchisee agrees in advance to any delegation and assignment by Maui Wowi of any portion or all of Maui Wowis obligations and rights under this Agreement. Franchisee acknowledges that it is not a third party beneficiary of any Director of Regional Support Agreement between Maui Wowi and any Director of Regional Support. 7. OBLIGATIONS OF FRANCHISEE

7.1 Compliance with Applicable Laws. Franchisee agrees to (i) comply with all applicable laws, ordinances and regulations or rulings of every nature which in any way regulate or affect the operation of its Business, including, without limitation, obtaining all required food handling and other permits, certificates, business licenses, health department approvals and similar items, (ii) pay promptly all taxes and business expenses, and (iii) comply with all laws covering occupational hazards, accommodations for the disabled, including the Americans with Disabilities Act, if applicable, health, workers compensation insurance and unemployment insurance. Franchisee agrees, at its expense, to modify its MAUI WOWI Operating Units if required to comply with any applicable laws or regulations. Franchisee shall not engage in any activity or practice that result, or may reasonably be anticipated to result, in any public criticism of the System or any part thereof. 7.2 System Compliance. Franchisee shall comply with the System, Library of Operating Manuals, and any other systems, procedures and forms that are in effect, or that may come into effect in the future. The MAUI WOWI Operating Units, MAUI WOWI Supplies and Equipment, MAUI WOWI Products, other materials and the procedures shall be utilized and each smoothie, espresso drink or other food product shall be prepared and served in accordance with the standards and procedures of Maui Wowi. Maui Wowi may require Franchisee to add additional products or concepts to the Business in the future, at Franchisees sole expense. 7.3 Inspections. Franchisee consents to reasonable inspections of Franchisees Operating Units and MAUI WOWI Business operations during normal business hours or Event hours at reasonable intervals by a duly authorized representative of Maui Wowi. Maui Wowi shall have the right to observe Franchisee and its employees rendering services, to confer with Franchisees employees and customers and to generally review the Business operations for compliance with the standards and procedures set forth in the Library of Operating Manuals, with or without prior notification to Franchisee. 7.4 Restrictions on Products. Franchisee is prohibited from offering or selling any services or products not authorized by Maui Wowi as being a part of the System. However, if Franchisee proposes to offer, conduct or utilize any services, products, equipment, materials, forms, items, supplies or services for use in connection with or sale through its MAUI WOWI Business which have not been previously approved by Maui Wowi as meeting its specifications, Franchisee shall first notify Maui Wowi in writing requesting
MW FDD Exhibit B Page 11 3.22.11

approval. Maui Wowi may, in its sole discretion, for any reason, elect to withhold approval; however, in order to make its determination, Maui Wowi may require submission of specifications, information or samples of the products, services, materials, forms, items or supplies. If Maui Wowi requires that samples from a proposed new supplier be delivered to Maui Wowi for testing before Maui Wowi approves the supplier, Franchisee must reimburse Maui Wowi for the costs of conducting any tests that Maui Wowi decides are necessary, in its sole discretion. Maui Wowi will advise Franchisee within a reasonable time whether the products, services, materials, forms, items or supplies meet its specifications. If Maui Wowi approves the sale of third-party products, the Royalty Fee set forth in Section 4.3 above shall be payable to Maui Wowi based on the Gross Revenue derived from the sale of such third-party products. Franchisee shall purchase all MAUI WOWI Products and MAUI WOWI Supplies and Equipment required for the operation of its MAUI WOWI Business from suppliers designated or approved by Maui Wowi or, if there is no designated or approved supplier for a particular item, from suppliers approved in advance by Maui Wowi who meet all of Maui Wowis specifications and standards as to quality, composition, finish, appearance and service, and who shall adequately demonstrate their capacity and facilities to supply Franchisees needs in the quantities, at the times, and with the reliability requisite to an efficient operation of the Business. 7.5 Insurance. Franchisee shall, at all times during the term of this Agreement, keep in force, by advance payment or payments, general liability, combined single limit, bodily injury and property damage insurance by an insurance company acceptable to Maui Wowi, including premises operations, products liability and all other occurrences against claims of any person, employee, customer, agent or otherwise in an amount of at least $1 million per occurrence, $2 million in the aggregate, or other amounts as Maui Wowi shall determine in the future, which policy shall name Maui Wowi and its Affiliate, their officers and directors, as additional named insureds against any liability which may accrue against them by reason of the ownership, maintenance or operation by Franchisee of its MAUI WOWI Business or Operating Units. Said policy shall stipulate that Maui Wowi shall receive a 30-day prior written notice of cancellation. Original or duplicate copies of all insurance policies, certificates of insurance, or other proof of insurance acceptable to Maui Wowi shall be furnished to Maui Wowi together with proof of payment within 30 days of issuance thereof. If Franchisee fails to obtain the required insurance and keep the same in full force and effect, Maui Wowi may withdraw from Franchisees ACH account or charge to Franchisees credit card account the premium cost thereof, which Maui Wowi shall then forward to the insurance carrier. However, failure of Franchisee to obtain said insurance constitutes a material breach of this Agreement entitling Maui Wowi to terminate this Agreement pursuant to the provisions set forth in Article 9. Franchisee will also procure and pay for all other insurance required by state or federal law, including, without limitation, workers compensation and unemployment insurance. Maui Wowi has obtained beneficial rates and insurance coverage for its franchise owners. Franchisee may be required to obtain this insurance in order to provide beneficial coverage throughout the franchise network. 7.6 Appearance and Customer Service. Franchisee and its employees shall (i) maintain a clean and attractive appearance, (ii) give prompt, courteous and efficient service to the public, and (iii) otherwise operate its MAUI WOWI Business in strict compliance with the policies, practices and procedures contained in the Library of Operating Manuals to preserve, maintain and enhance the reputation and goodwill of the System. Franchisee may not alter, change, or modify the System, including the Operating Units, the MAUI WOWI Products, or the MAUI WOWI Supplies and Equipment, in any way without the prior written consent and approval of Maui Wowi. All employees of Franchisee servicing the general public must wear specified clothing and adhere to Maui Wowis guidelines for appearance in accordance with the standards set forth in the Library of Operating Manuals. Maui Wowi reserves the right to establish maximum resale prices for use with multi-area marketing programs and special price promotions. Maui Wowi also reserves the right, in Maui Wowis discretion, to require that Franchisee play music approved by Maui Wowi at Franchisees Operating Unit(s). 7.7 Signs. All signs to be used on, in or in connection with the Business, must be purchased from Maui Wowi, its Affiliate or other approved supplier, or must be approved in writing by Maui Wowi prior to their use by Franchisee.

MW FDD Exhibit B

Page 12

3.22.11

7.8

Training.

7.8.1 Franchisee (or, if Franchisee is not an individual, then a managing member, partner or officer of Franchisee designated by Franchisee to participate personally in the MAUI WOWI Business) and its Manager(s), if applicable, shall attend and successfully complete Maui Wowis Mainland Training Program described in Section 6.1.3 above. Franchisee shall train its employees according to standards and procedures established by Maui Wowi. Franchisee must make progress in and complete the Mainland Training Program to Maui Wowis satisfaction, or Maui Wowi shall have the right to terminate this Agreement in accordance with Section 4.2. 7.8.2 If Maui Wowi determines, in its sole discretion, at any time during the term of this Agreement, that Franchisee requires additional training, including online training programs designated by Maui Wowi, then Maui Wowi will provide notice to Franchisee of such necessary additional training. Further, Maui Wowi, in its sole discretion, may provide additional training and assistance at Franchisees reasonable request. Maui Wowi will conduct such additional training at a location designated by Maui Wowi. Franchisee shall pay Maui Wowi its then current daily rate for such services (which may be changed on 30 days notice to Franchisee), provided such training conducted at Maui Wows corporate headquarters will be without additional charge. Franchisee will also be responsible for paying the cost of food, travel and lodging incurred by Maui Wowi related to any on-site training or assistance provided, or, if the additional training or assistance is not conducted on-site, Franchisee must pay for all travel and living expenses associated with attendance of any of Franchisees personnel. 7.9 Conferences and Conventions. Maui Wowi will hold a a Franchise Owner International Convention for all MAUI WOWI franchisees, at times determined in Maui Wowis discretion, to discuss sales techniques, operational standards, and advertising. Franchisee is required to attend any Franchise Owner International Conventions, which shall be held by Maui Wowi no more often than once per year. The cost for two people to attend a MAUI WOWI Franchise Owner International Convention is $1,000.00 which does not include lodging, food, or airfare. This amount will be withdrawn automatically through ACH or charged to Franchisees credit card no more than 90 days prior to the conference. Franchisee must pay all of Franchisees (and, if applicable, Franchisees employees) travel and living expenses. Upon attendance, $500.00 will be credited to Franchisees ACH Account within 30 days. Franchisee will be charged $500.00 for each additional attendee that Franchisee brings to the conference in excess of two. 7.10 Franchisee Reports. Franchisee shall maintain during the term of this Agreement, and shall preserve for a minimum of seven years thereafter, full, complete and accurate records of all sales, marketing activities, closeout sheets, payroll, and accounts payable in accordance with the standard accounting system described by Maui Wowi in the Library of Operating Manuals or otherwise specified in writing by Maui Wowi. In all instances, the accounting and reporting system, and all statements and reports to be submitted by Franchisee, shall conform to U.S. Generally Accepted Accounting Principles applied consistently on a year-to-year basis. 7.10.1 Submission of Gross Revenue Reports. Franchisee must furnish Maui Wowi with reports of the Gross Revenue of Franchisees Business on a weekly basis. Reports of Gross Revenue are to be received by Maui Wowi on the third business day following the last day of each week. For the purposes of this Agreement, each week will be considered to start on Sunday and end on Saturday. Franchisee must furnish Maui Wowi with any additional financial statements and balance sheets of Franchisees Business and Franchisees most recent federal income tax returns within 15 days after Franchisees receipt of Maui Wowis written request for the information. If requested by Maui Wowi, financial statements shall be prepared by an independent certified public accountant in accordance with generally accepted accounting principles consistently applied. Each report of Gross Revenue and other financial statement must be signed by Franchisee or Franchisees Treasurer or Chief Financial Officer, attesting that the statement is true and correct, and prepared in accordance with the Library of Operating Manuals, this Agreement, and as otherwise specified in writing by Maui Wowi. Reports of Gross Revenue and other financial statements are to be sent to Maui Wowi via mail, facsimile or e-mail at Franchisees transmission cost. Maui Wowi shall be permitted to use any
MW FDD Exhibit B Page 13 3.22.11

information in the reports of Gross Revenue in any manner it desires, including any earnings claim or other document used to promote the sale of franchises, provided that in any such earnings claim or other document used to promote the sale of franchises, Maui Wowi shall not disclose any information that could identify Franchisee. 7.10.2 Audit of Books and Records. Maui Wowi has the right at any time during business hours and without prior notice, to examine, compile, review, or audit all business records, financial and otherwise, related to Franchisees Business. Any inspection or audit shall be conducted at Maui Wowis expense. If any inspection or audit discloses a deficiency in amounts of payments owed to Maui Wowi pursuant to this Agreement, then these amounts will become immediately payable to Maui Wowi by Franchisee, with interest from the day the payments were due at the lesser of 18 percent per annum, or the maximum rate allowed by law. In addition, if the deficiency for any audit period equals or exceeds 2 percent of the correct amount of any amounts of payments owed to Maui Wowi, Franchisee must pay all reasonable costs and expenses that Maui Wowi incurred in connection with the inspection or audit, including the costs and fees of any independent accountant and the travel and living expenses and compensation of any of Maui Wowis employees or agents conducting the inspection or audit, within 10 business days of notice thereof. For purposes of this Section, an audit period will be each quarter of the fiscal year. Should the audit disclose an overpayment of any amounts of payments owed to Maui Wowi, Maui Wowi shall pay Franchisee or credit Franchisees account, in Maui Wowis sole discretion, the amount of overpayment within 30 days of Maui Wowis verification of the overpayment by Franchisee. If Franchisee fails to submit any reports required hereunder to Maui Wowi, and Maui Wowi conducts an audit of Franchisees books and records, Franchisee must pay all reasonable costs and expenses that Maui Wowi incurred in connection with the inspection or audit, including the costs and fees of any independent accountant and the travel and living expenses and compensation of any of Maui Wowis employees or agents conducting the inspection or audit, within 10 business days of notice thereof. 7.10.3 Failure to Comply with Reporting Requirements. If Franchisees records and procedures are insufficient to permit a proper determination of Gross Revenue, Maui Wowi shall have the right to deliver to Franchisee an estimate, made by Maui Wowi, of Gross Revenue for the period under consideration, and Franchisee shall pay to Maui Wowi any amount determined by Maui Wowi to be due based on such Gross Revenue estimates within five business days of the date of the notice. Any estimated payments shall be deemed the minimum amount of fees due for the required reports, and Franchisee shall remain liable for all fees in excess of these amounts once the actual Gross Revenues related to these reports are determined. Additionally, Franchisee shall be liable for the Late Fee and interest set forth in Section 4.6 above per each overdue report due to Maui Wowi. 7.10.4 Financial Information from Third Parties. Franchisee authorizes Maui Wowi to make reasonable inquiries of Franchisees bank, suppliers and trade creditors concerning Franchisees Business, and agrees to direct relevant persons and companies to provide to Maui Wowi this information and copies of documents pertaining to its Business as Maui Wowi may request. 7.11 Correction of Defects. Should Maui Wowi notify Franchisee at any time of defects, deficiencies or unsatisfactory conditions in the appearance or conduct of Franchisees MAUI WOWI Business, Franchisee shall correct immediately any such items. Franchisee shall establish and maintain an image and reputation for the Business consistent with the standards set forth in this Agreement, the Library of Operating Manuals, or as otherwise specified by Maui Wowi. Franchisee shall keep its MAUI WOWI Operating Units painted, clean and in good order and repair. 7.12 Indemnification. Franchisee agrees to indemnify, defend and hold harmless Maui Wowi, its parent corporation, its subsidiaries and Affiliate, and their respective shareholders, directors, officers, employees, agents, successors and assignees (Indemnified Parties) against, and to reimburse them for all claims, obligations and damages described in this Section, all third party obligations and all claims and liabilities directly or indirectly arising out of the operation of the Business or arising out of the use of the Marks and System in any manner not in accordance with this Agreement. For purposes of this indemnification, claims
MW FDD Exhibit B Page 14 3.22.11

shall mean and include all obligations, actual and consequential damages and costs reasonably incurred in the defense of any claim against the Indemnified Parties, including, without limitation, reasonable accountants, attorneys and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses. Maui Wowi shall have the right to defend any such claim against it. This indemnity shall continue in full force and effect following and notwithstanding the expiration or termination of this Agreement. 7.13 Management Involvement of Franchisee. Maui Wowi recommends that Franchisee (or, if Franchisee is not an individual, then a managing member, partner or officer of Franchisee designated by Franchisee to participate personally in the MAUI WOWI Business) participate personally in the operation of its Business and be the primary operator of the Business at all times. Franchisee shall use its best efforts to build, develop and expand the Business at each of its Operating Units, and to open and operate the maximum number of Operating Units permitted under this Agreement and the Addendum. 7.14 Modification. Maui Wowi may reasonably change or modify the System, including the MAUI WOWI Operating Units and the MAUI WOWI Products, and Franchisee agrees to accept, be bound by, use, implement and display any changes to the System, including changes, additions to and deletions from the product line. Franchisee will make whatever expenditures are reasonably required to implement changes or modifications. Maui Wowi shall have complete ownership and control of any changes, modifications, enhancements or suggestions whether made by Maui Wowi or Franchisee. 7.15 Electronic Information, Communications, and Computer Systems. Franchisee agrees to acquire and use the point-of-sale system designated by Maui Wowi or its Affiliates for each Fixed Operating Unit that Franchisee operates, and for each Mobile Unit that Franchisee operates from a Permanent Site. Maui Wowi reserves the right to require the use of a point-of-sale system for a Mobile Unit that operates from Events that is specified by Maui Wowi at a later date (which Franchisee may be required to lease, rent, or purchase). Franchisee will be required to purchase an annual software maintenance, support, and upgrade contract from the point-of-sale provider and pay a continuing monthly fee for that maintenance, support, and upgrade contract. Maui Wowi or its Affiliates are not obligated to provide any ongoing maintenance, repair, upgrades or updates. The purchase price and monthly fees for the maintenance, support, and upgrade contract are determined by and payable to the point-of-sale provider. Maui Wowi may, at any time, change the required point-of-sale system or the required equipment comprising the point-of-sale system, or require that Franchisee obtain and use a different point-of-sale system or different equipment. Franchisee is required to maintain Franchisees books and records of each Operating Unit on a computer using Quick Books Small Business Accounting Software (QuickBooks Pro or Premier for Windows versions only) and the standardized chart of accounts established by Maui Wowi and/or Maui Wowis Affiliate. Franchisee must have access to the Internet via a high speed Internet connection (no dial-up) where available, create and maintain an electronic mail address and check, a minimum of two times per week, Franchisees electronic mailbox and the portion of Maui Wowis internet based support sites devoted to franchise operators. Franchisee will be required to pay the monthly IT Management Fee set forth in Section 4.4 above for the access to and use of this portion of the website, which provides a network for communication and ordering. Any computer capable of performing these functions is acceptable, although Maui Wowi reserves the right to require Franchisee to purchase additional or specific computer hardware and software and to specify other computer-related standards in the future. If Franchisee operates from one or more Permanent Sites, Franchisee must have a computer with this accounting software and high speed Internet access at each such Permanent Site. Maui Wowi reserves the right to independently access Franchisees electronic information and data and to collect and use Franchisees electronic information and data in any manner Maui Wowi chooses to promote development of the System and the sale of franchises. 7.16 Performance Requirements. For purposes of this Agreement, the MAUI WOWI Business is deemed to open and Franchisee will be deemed to have commenced operations upon the date that Franchisee (or, if Franchisee is not an individual, then a managing member, partner or officer of Franchisee designated by Franchisee to participate personally in the MAUI WOWI Business) has completed the Mainland Training
MW FDD Exhibit B Page 15 3.22.11

Program. Franchisee is required to actively market, promote, develop and sell the MAUI WOWI Products at Events or at Permanent Sites, or both, as may be designated in the applicable Operating Unit Rider(s). If Franchisee elects to operate a Mobile Operating Unit for Franchisees first Operating Unit, Franchisee agrees to purchase the Mobile Operating Unit within two weeks after signing this Agreement and make its first sale through the MAUI WOWI Business within six months after signing this Agreement. If Franchisee elects to operate a Fixed Operating Unit for Franchisees first Operating Unit, Franchisee agrees to make its first sale within 12 months after signing this Agreement. Franchisees failure to purchase its first Operating Unit within the stated time frame, make its first sale within the stated time frame, or consistently market, promote, develop and sell MAUI WOWI Products at Events or at Permanent Sites throughout the term of this Agreement may result in termination of this Agreement. 7.17 Web Page. Franchisee shall not establish any website, including any web pages or world wide web pages, without Maui Wowis prior written approval. In addition, Franchisee must receive prior written approval from Maui Wowi for the design, links, names and representations included on any website or other information posted on the Internet related to the MAUI WOWI Business or including any of Maui Wowis Marks. Maui Wowi shall determine, at its sole discretion, if a link will be established to any web page, including one of Maui Wowi or its Affiliate. Maui Wowi may require Franchisee to discontinue any website or other electronic advertising or promotion if Franchisee misuses the Marks on Franchisees website. Additionally, Maui Wowi reserves the right to require that Franchisee use a central web page designer of Maui Wowis choosing, in which event Franchisee will be obligated to pay to Maui Wowis Affiliate an initial and then monthly web interface design fees. 7.18 Operating Units/Restrictions on Sale of Equipment.

7.18.1 If Franchisee acquires either a Standard Franchise or an Empire Builder Franchise as indicated in the Addendum, Franchisee acknowledges it is purchasing the rights to own and operate multiple MAUI WOWI Operating Units after signing this Agreement. Franchisee agrees that it will purchase all proprietary MAUI WOWI Supplies and Equipment from Maui Wowis Affiliate or approved suppliers within the time limits applicable to the type of franchise being purchased and Franchisee acknowledges that when the applicable time limit expires, Franchisee shall be prohibited from owning or operating additional MAUI WOWI Operating Units without entering into a separate Franchise Agreement with Maui Wowi. Franchisee shall use Franchisees best efforts to open and operate the maximum allowable Operating Units. 7.18.2 If Franchisee acquires an Empire Builder Franchise, opens all 10 Operating Units within the first three years, and is in good standing, Franchisee will receive one Standard Franchise for no additional initial fee. 7.18.3 Franchisee shall not sell or purchase any MAUI WOWI Supplies and Equipment at any time from or to a third party, including another current or former Maui Wowi franchisee, without Maui Wowis prior written consent. As a condition to any sale from or to another current or former Maui Wowi franchisee, Franchisee shall pay to have Franchisees Operating Units and other equipment refurbished under the refurbishment program as outlined in the Library of Operating Manuals and as modified by Maui Wowi periodically in Maui Wowis discretion. Such modification must be completed within 45 days following the transfer, and the transferee may not begin to operate the MAUI WOWI Business at an Operating Unit until that Operating Unit is refurbished. If Franchisee is opening Franchisees first Operating Unit under this Agreement, Franchisee must purchase new MAUI WOWI Supplies and Equipment from Maui Wowi and its Affiliate for use in that Operating Unit upon opening. 7.19 Protection of Computer, Electronic, and Communications Systems. Franchisee shall be solely responsible for protecting Franchisees computer, electronic, and communications systems from viruses, computer hackers, and other computer-related and technology-related problems, and Franchisee releases Maui Wowi from all claims it may have as a result of viruses, hackers, or other computer-related or technologyrelated problems.
MW FDD Exhibit B Page 16 3.22.11

8.

PURCHASES OF PRODUCTS

8.1 Inventory. Franchisee acknowledges that the goodwill associated with the Marks is largely based on the recipes and preparation methods for MAUI WOWI Blends, proprietary Hawaiian coffee, espresso, cups and other proprietary MAUI WOWI Products and MAUI WOWI Services, and, therefore, Franchisees sources of supply for its MAUI WOWI Products are very important to the operation of Franchisees Business. Throughout the term of this Agreement, Franchisee shall purchase MAUI WOWI Products only from Maui Wowi, its Affiliate, its approved suppliers or another source approved in writing by Maui Wowi. Franchisee shall, during the term of this Agreement, maintain inventory levels of MAUI WOWI Products sufficient to meet customer demands and in compliance with Maui Wowis standards and specifications as may be described in the Library of Operating Manuals or otherwise designated by Maui Wowi. Franchisee must maintain sufficient inventory levels of whatever Products Franchisee chooses to sell. Franchisee acknowledges and agrees that Maui Wowi and its Affiliate may receive rebates, promotional fees, and other financial considerations from designated and approved suppliers and that Maui Wowi and its Affiliate have the right to expend these funds in any way Maui Wowi and its Affiliate deem necessary or appropriate. 8.2 Limitations on Supply Obligations. Nothing in this Agreement shall be construed to be a promise or guarantee by Maui Wowi as to the continued existence of a particular MAUI WOWI Product, nor shall any provision imply or establish an obligation on the part of Maui Wowi and its Affiliate to sell MAUI WOWI Products to Franchisee if Franchisee is in arrears on any payment to Maui Wowi or its Affiliate or otherwise in default under this Agreement. If Franchisee fails to pay in advance in full for each shipment of Products purchased, Maui Wowi or its Affiliate shall not be obligated to sell Products to Franchisee unless otherwise specified in writing by an officer of Maui Wowi. In addition, Maui Wowi may impose interest on any late payments on the terms described in Section 4.6. 8.3 No Warranties. Neither Maui Wowi nor any of its Affiliate makes any warranties, express or implied, regarding merchantability or fitness for a particular purpose of any of the MAUI WOWI Products purchased by Franchisee from Maui Wowi or its Affiliate. 8.4 Changes in Inventory. It is understood that Maui Wowi shall have the right, at any time and without notice, to add items to, withdraw items from, or change the mix of the MAUI WOWI Products required to be offered for sale by Franchisee through its MAUI WOWI Business; to add to or delete from the list of approved suppliers of MAUI WOWI Products; and to change the prices, discounts, or terms of sale of any MAUI WOWI Products, however, no changes in prices, discounts or terms shall affect accepted orders pending with Maui Wowi and its Affiliate at the time of change. No changes will give Franchisee the right to recover damages against, or be reimbursed by, Maui Wowi or its Affiliate for any losses suffered by Franchisee, nor will Franchisee be entitled to require Maui Wowi and its Affiliate to accept return of any of the MAUI WOWI Products rendered obsolete by these changes. If changes occur, however, the sale by Franchisee of its existing MAUI WOWI Products that are no longer approved, or MAUI WOWI Products in its existing stock from a supplier no longer approved, shall not be considered a violation of this Agreement. 9. BREACH AND TERMINATION

9.1 Termination by Maui Wowi. Maui Wowi may, at its option, terminate this Agreement before the expiration of its term if Franchisee breaches or violates any term, condition or provision of this Agreement in any respect or defaults in the performance or fulfillment of any term or provision of this Agreement, including, without limitation, those breaches described below. 9.2 Termination by Maui Wowi No Cure Period. Maui Wowi shall have the right, at its option, to terminate this Agreement and all rights granted to Franchisee, without affording Franchisee any opportunity to cure the same (subject to any state laws to the contrary, where state law shall prevail) effective upon receipt of notice by Franchisee, upon occurrence of any of the following events:

MW FDD Exhibit B

Page 17

3.22.11

9.2.1 Franchisee or Franchisees employees fail to satisfactorily complete the Mainland Training Program as provided in Section 4.2. 9.2.2 Franchisee becomes insolvent or is adjudicated bankrupt; or any action is taken by Franchisee, or by others against Franchisee under any insolvency, bankruptcy or reorganization act, (this provision may not be enforceable under federal bankruptcy law, 11 U.S.C. 101, et seq.), or if Franchisee makes an assignment for the benefit of creditors, or a receiver is appointed by or for Franchisee. 9.2.3 Any material judgment (or several judgments which in the aggregate are material) is obtained against Franchisee and remains unsatisfied or of record for 30 days or longer (unless a supersedeas a or other appeal bond has been filed); or if execution is levied against Franchisees Business or any of the property used in the operation of the Business and is not discharged within five days; or if the real or personal property of Franchisees Business shall be sold after levy thereupon by any sheriff, marshal or constable. 9.2.4 Franchisee is convicted of a felony, a crime involving moral turpitude, or any crime or offense that is reasonably likely, in the sole opinion of Maui Wowi, to materially and unfavorably affect the System, Marks, goodwill or reputation of the System or the Marks. 9.2.5 Franchisee or any of Franchisees principal owners or employees violates any of the non-competition or confidentiality covenants by which Franchisee is bound. 9.2.6 Franchisee commits three or more breaches of the same or different conditions of this Agreement during the term of this Agreement. 9.2.7 Franchisee uses any of the Marks or other property right, either tangible or intangible, granted by Maui Wowi other than in connection with the operation of the Business. 9.2.8 Franchisees actions result in a threat or danger to public health or safety.

9.2.9 Franchisee (i) makes any material misrepresentations relating to the acquisition of the Business, or (ii) engages in conduct that reflects adversely upon the reputation of the Business or the System. 9.2.10 Franchisee abandons the Business as evidenced by any one of the following: 9.2.10.1 If Franchisee elects to operate a Mobile Operating Unit and fails to make its first sale within six months of execution of this Agreement, fails to operate at a minimum of one Event during any 12-month period if the Operating Unit is being operated at Events, or voluntarily abandons its Operating Unit operating at a Permanent Site for a period of five consecutive days or any shorter period that indicates an intent by Franchisee to discontinue operation of its MAUI WOWI Business, unless such abandonment is due to fire, flood, earthquake or other similar causes beyond Franchisees control and not related to the availability of funds to Franchisee, or is due to the seasonal nature of the location of Franchisees Mobile Operating Unit and Franchisee has obtained the prior written consent of Maui Wowi to operate on a seasonal basis; 9.2.10.2 If Franchisee elects to operate a Fixed Operating Unit and fails to make its first sale within 12 months of execution of this Agreement, or voluntarily abandons its MAUI WOWI Business for a period of five consecutive days, or any shorter period that indicates an intent by Franchisee to discontinue operation of its MAUI WOWI Business, unless such abandonment is due to fire, flood, earthquake or other similar causes beyond Franchisees control and not related to the availability of funds to Franchisee, or is due to the seasonal nature of the location of Franchisees Fixed Operating Unit and Franchisee has obtained the prior written consent of Maui Wowi to operate on a seasonal basis; or 9.2.10.3 Franchisee sells all or substantially all of the Equipment required to operate the Business without Maui Wowis advanced written consent.
MW FDD Exhibit B Page 18 3.22.11

9.2.11 Franchisee attempts to transfer, hypothecate, pledge, sell or assign all or any part of this Agreement, the Business, the Franchisee entity, or any material portion of the property associated with the Business or attempts to sublicense to another any of the rights or property licensed to Franchisee hereunder without first receiving written authorization from an officer of Maui Wowi. 9.2.12 Franchisee verbally or physically assaults or abuses any other franchisee or any officer, director or employee of Maui Wowi after receiving a verbal or written warning against this conduct from Maui Wowi regarding this conduct. 9.2.13 Franchisee relocates an Operating Unit from a Permanent Site without completing the Site Submittal Workbook (defined in the Operating Unit Rider) and obtaining Maui Wowis advanced written permission as required by the Operating Unit Rider. 9.2.14 Franchisee submits on two or more occasions during the term of this Agreement, or any successor franchise term, a report, financial statement, tax return, schedule or other information or supporting record which understates its Gross Revenue by more than 2 percent, unless Franchisee demonstrates to Maui Wowis satisfaction that the understatement or variance resulted from verifiable inadvertent error. 9.2.15 Franchisee submits reports more than five days late on four or more occasions during the term of this Agreement, or during the term of any successor franchise, unless due to circumstances beyond the control of Franchisee. 9.2.16 Franchisee signs a letter of intent related to a Permanent Site for an Operating Unit prior to submitting the required Site Submittal Workbook (as defined in the Operating Unit Rider) or other information or documentation required to be submitted pursuant to the Operating Unit Rider. 9.2.17 Franchisee defaults under the terms of any other agreement between Franchisee and Maui Wowi or any affiliate of Maui Wowi, and fails to cure the default within the time period permitted by the other agreement, if any. 9.2.18 Franchisee commits a default under any loan from or equipment lease with Franchisor, its affiliates, or a third party and fails to cure that default by the date specified by lender or equipment lessor. 9.2.19 Franchisee sells unapproved products or goods from or through the MAUI WOWI Operating Unit or Business or Franchisee participates in the unauthorized use of proprietary information. 9.3 Termination by Maui Wowi 10-Day Cure Period. Maui Wowi shall have the right to terminate this Agreement (subject to any state laws to the contrary, where state laws shall prevail), if Franchisee commits any of the following breaches and fails to cure the same within 10 days following Maui Wowis written notice to Franchisee, in which case this Agreement will terminate without further notice to Franchisee, effective upon expiration of the 10-day period: 9.3.1 Franchisee fails or refuses to maintain and operate its MAUI WOWI Business in compliance with this Agreement, the System and the Library of Operating Manuals, other than in a manner that constitutes a default of Sections 9.2 or 9.4, including, but not limited to, failing to adhere to any remodeling or refurbishment requirements including updating its MAUI WOWI Operating Unit(s) to utilize the then current trade dress, at least once every five years, at Franchisees expense. 9.3.2 Franchisee fails to obtain MAUI WOWI Products, MAUI WOWI Supplies and Equipment, or the MAUI WOWI Operating Units from Maui Wowi or its Affiliate or any other products, equipment or services from approved or designated suppliers or vendors.

MW FDD Exhibit B

Page 19

3.22.11

9.3.3 Franchisee fails to pay for any MAUI WOWI Products, the MAUI WOWI Supplies and Equipment, any MAUI WOWI Operating Units, or fails to pay any fees or other amounts due to Maui Wowi, or any affiliate or assigns of Maui Wowi, or Franchisee fails to pay third parties for amounts related to the operation of its MAUI WOWI Business within the applicable time period. However, as long as financing from the United States Small Business Administration remains outstanding, Franchisee will be given the same opportunity to cure defaults under any agreement between Maui Wowi or its Affiliate and Franchisee, as Franchisee is given under this Agreement. 9.3.4 Franchisee fails to submit to Maui Wowi a report of Gross Revenue or other financial statement(s) required to be delivered to Maui Wowi by Franchisee, when due under Section 7.10, or fails to submit an Event Report (as defined in the Operating Unit Rider) when due as required under the Mobile Operating Unit Rider to the Franchise Agreement, or fails to submit any other report or statement to Maui Wowi or its Affiliate required by this Agreement or otherwise requested by Maui Wowi or its Affiliate, by its due date. 9.3.5 Franchisee denies Maui Wowi, or its designee, the right to inspect its Operating Unit(s) or Business operations at any Event, or any Permanent Site. 9.3.6 Franchisee fails to maintain insurance as required by Maui Wowi.

9.3.7 Franchisee fails to comply with any federal, state or local law or regulation applicable to the operation of the Business. 9.3.8 Franchisee closes the ACH Account or Franchisees credit card account for the credit card provided on the Authorization for Credit Card Payments without Maui Wowis consent, or closed the ACH Account or credit card account with Maui Wowis consent and fails within a reasonable time thereafter, not to exceed five business days, to establish another account and execute all documents necessary for Maui Wowi to process these payments by ACH for the new ACH Account or by credit card charges to the new credit card account. 9.3.9 Franchisee or the estate of Franchisee fails to make an authorized transfer within 120 days following Franchisees death or permanent incapacity. 9.4 Termination by Maui Wowi 30-Day Cure Period. Maui Wowi shall have the right to terminate this Agreement (subject to any state laws to the contrary, where state laws shall prevail), if Franchisee commits any of the following breaches and fails to cure the same within 30 days following Maui Wowis written notice to Franchisee, in which case this Agreement will terminate without further notice to Franchisee, effective upon expiration of the 30-day period: 9.4.1 If Franchisee operates one or more Mobile Operating Units and fails to order a minimum of $5,000.00 of MAUI WOWI Products from Maui Wowi or its Affiliate for 360 days or longer. 9.4.2 If Franchisee operates one or more Fixed Operating Units and fails to order a minimum of $5,000.00 of MAUI WOWI Products from Maui Wowi or its Affiliate for 360 days or longer. 9.4.3 Franchisee fails to comply with any other term or condition in this Agreement not specifically listed in Sections 9.2 or 9.3 above. 9.5 Termination by Franchisee. Franchisee shall have the right to terminate this Agreement as the result of a material breach of this Agreement by Maui Wowi, provided Franchisee provides Maui Wowi with written notice of the breach and a reasonable opportunity to cure any breach, but in no event shall Maui Wowi have less than 30 days to cure any alleged material breach.

MW FDD Exhibit B

Page 20

3.22.11

10.

OBLIGATIONS OF FRANCHISEE UPON TERMINATION OR EXPIRATION

10.1 Post-Termination Obligations. Upon termination or expiration of this Agreement for any reason, Franchisee shall cease to be a licensed franchisee of Maui Wowi and shall: 10.1.1 Immediately pay Maui Wowi or its Affiliate for all purchases of MAUI WOWI Operating Units, MAUI WOWI Products, MAUI WOWI Supplies and Equipment, Marketing Fees, Royalty Fees, and other fees or charges owed to Maui Wowi or its Affiliate, including a lump sum amount equal to the net present value of Royalties, Marketing, and IT Management Fees that would have become due following termination of this Agreement for the period the Agreement would have remained in effect but for Franchisees default. The lump sum due for purposes of this Section 10.1.1 shall be calculated based on the average Royalties, Marketing, and IT Management Fees paid for the 12 months preceding the termination date of Franchisees MAUI WOWI Business; 10.1.2 Grant Maui Wowi the option to purchase all or any part of Franchisees inventory, equipment, Mobile Operating Units, Fixed Kiosks, MAUI WOWI Products, MAUI WOWI Blends, signs and accessories and other personal property relating to the Business as set forth in Section 11.1 and abide by the terms thereof if Maui Wowi elects to exercise its option; 10.1.3 Not hold itself or any businesses associated with Franchisee out as a current or former MAUI WOWI franchisee; 10.1.4 Immediately cease to advertise or in any way use the System, Marks, MAUI WOWI Operating Units, MAUI WOWI Products, processes, materials, logos, methods, procedures, commercial property, symbols, or promotional materials provided by or licensed to Franchisee by Maui Wowi or in any way connected with the Business; 10.1.5 Remove all unique markings, colors, dcor, Marks and other features (Trade Dress) that identify each Operating Unit and the Business as a MAUI WOWI Business, and otherwise take all necessary steps to disassociate itself from the System and Maui Wowi, including, but not limited to, the removal of signs and all Trade Dress, destruction of printed materials, changing of telephone listings, telephone numbers and the like and to assign and transfer the telephone listings, facsimile numbers, and Internet addresses used in the operation of the Business to Maui Wowi. Franchisee acknowledges that all telephone numbers, facsimile numbers, and Internet addresses used in the operation of its MAUI WOWI Business constitute assets of Maui Wowi; and upon termination or expiration of this Agreement, Franchisee shall take such action within five days as may be required to cancel or assign to Maui Wowi or its designee, all of Franchisees right, title and interest in and to Franchisees telephone numbers, facsimile numbers and Internet addresses, and shall notify the telephone company, all listing agencies, and all Internet service providers (ISPs) of the termination or expiration of Franchisees right to use any telephone number, facsimile number, and Internet and e-mail addresses, and any regular, classified or other telephone directory listings associated with the Marks, and to authorize a transfer of same to or at the direction of Maui Wowi. Franchisee irrevocably appoints Maui Wowi, with full power of substitution, as its true and lawful attorney-in-fact, which appointment is coupled with an interest, to execute all directions and authorizations as may be necessary or prudent to accomplish the obligations of this Section. This appointment is evidenced by Attachment IV; 10.1.6 Take all actions as shall be necessary to amend or cancel any assumed name, fictitious or business name or equivalent registration that contains any trade name or mark of Maui Wowi or in any way identifies Franchisee as being affiliated with the System; 10.1.7 Notify immediately all of its suppliers, utilities, Events coordinators, Permanent Site landlords, creditors and others with whom it has done business that Franchisee is no longer affiliated with Maui Wowi or the System and provide proof to Maui Wowi of this notification within five days of the termination or expiration of this Agreement;
MW FDD Exhibit B Page 21 3.22.11

10.1.8 Return to Maui Wowi by first class prepaid United States mail the Library of Operating Manuals, all training, advertising and promotional aids and materials and all other printed materials obtained by Franchisee from Maui Wowi pertaining to the operation of its MAUI WOWI Business; and 10.1.9 Furnish evidence satisfactory to Maui Wowi of compliance with this Section within 30 days after the termination or expiration of this Agreement. 10.2 Acknowledgements. Upon the termination or expiration of this Agreement for any reason, Franchisee acknowledges and agrees that: 10.2.1 No payment is due to Franchisee from any source for any claimed goodwill or other equity claimed by Franchisee based on Franchisees operation or ownership of its MAUI WOWI Business, or otherwise; and 10.2.2 No fees, charges, Royalty Fees, Marketing Fees or other payments of any kind from Franchisee to Maui Wowi or its Affiliate are refundable wholly or partially, except as stated in Section 4.2 above. 10.3 Survival. All of the provisions of this Agreement which by their terms or implication are to remain in force following the expiration or termination of this Agreement shall survive the termination or expiration of this Agreement. 11. PURCHASE OPTION

11.1 Purchase Option. Upon expiration or termination of this Agreement, Franchisee grants to Maui Wowi the right to acquire, in Maui Wowis sole discretion, all or any part of Franchisees inventory, equipment, Mobile Operating Units, Fixed Kiosks, MAUI WOWI Products, MAUI WOWI Blends, signs and accessories and other personal property relating to the Business. If Maui Wowi elects to exercise its option hereunder, the purchase price for the assets to be transferred will be the sum of 50% of the total Maui Wowi Products purchased by Franchisee and 50% of the Gross Revenue of Franchisee during the 12 calendar months immediately preceding the date of termination or expiration and will be adjusted by setting off and reducing the purchase price by any amount then owing by Franchisee to Maui Wowi or its Affiliate, including any amounts paid by Maui Wowi to cure Franchisees defaults with third parties such as landlords or equipment lessors (the decision to pay such cure amounts to be the sole decision of Maui Wowi). If Franchisee is operating an Operating Unit at a Permanent Site, and Maui Wowi elects to exercise its option hereunder, the lease of the Permanent Site shall also be transferred to Maui Wowi. Maui Wowi must exercise its option within 30 days after the expiration or termination by giving written notice to Franchisee of its intent to exercise its option to purchase. Unless otherwise agreed by Franchisee, the purchase price as determined hereunder shall be paid in cash within 30 days after the notice of its election to exercise its option is sent by Maui Wowi to Franchisee. All assets must be transferred free and clear of all liens and encumbrances, with all sales and transfer taxes paid by Franchisee. Subject to applicable law, Franchisee and its owners further agree to sign general releases, in a form satisfactory to Franchisor, of any and all claims against Franchisor and its Affiliate and their respective shareholders, officers, directors, employees, agents, successors, and assigns. If Maui Wowi has not notified Franchisee of its election to exercise its option within the 30 day period following expiration or termination, it shall be conclusively presumed Maui Wowi elects not to exercise its option and Franchisee is then free to sell or transfer these assets to any person or entity on terms as Franchisee may so choose. Prior to any such sale, Franchisee must first take those steps required in Article 10 to remove all Trade Dress and Marks from any MAUI WOWI Operating Unit or equipment sold. 12. TRANSFERS OF THE FRANCHISE

12.1 Transfer by Maui Wowi. This Agreement and all rights hereunder are fully assignable and transferable by Maui Wowi, and if so assigned or transferred, shall be binding upon and inure to the benefit of Maui Wowis successors and assigns.
MW FDD Exhibit B Page 22 3.22.11

12.2 Transfer by Franchisee. This Agreement is personal as to Franchisee, and is being entered into in reliance upon and in consideration of the qualifications and representations of Franchisee and Franchisees present members, managers, partners, officers or directors, if Franchisee is a business entity. Therefore, neither this Agreement, nor any of its rights or privileges, nor any interest in Franchisee if it is a legal entity, shall be assigned, sold, transferred, or divided in any manner by Franchisee or anyone else unless the prior written approval of Maui Wowi is obtained. If Franchisee is transferring operating equipment and an ongoing business operation, said approval of Maui Wowi will not be unreasonably withheld, but shall be conditioned upon, among other things, that Franchisee is in good standing and the satisfaction of Maui Wowi with the character, business experience and credit rating of the proposed transferee and its members, managers, partners or officers and controlling stockholders, if it is a business entity. Franchisee shall not be allowed to transfer the rights contained in this Agreement without the accompanying operating equipment and ongoing business operation without Maui Wowis advanced written permission, which may be granted or denied in Maui Wowis sole discretion. 12.3 Conditions to Transfer. Upon any proposed transfer of the Business, Franchisee agrees to submit to Maui Wowi an application in the form specified by Maui Wowi for the proposed transferee. A nonrefundable Application Deposit in the amount of $1,000.00 is due to Maui Wowi upon submittal of the transfer application. The Application Deposit will be credited toward Franchisees payment of the Transfer Fee at the time of the approved transfer. In determining the acceptability of the proposed transferee, Maui Wowi will consider, among other things, its then current standards for new franchise owners, including the net worth, creditworthiness, background, training, personality, reputation, and business experience of the proposed transferee. As a condition of Maui Wowis approving the transfer of the Business, Franchisee shall pay to Maui Wowi a Transfer Fee equal to 25 percent of the then-current Initial Franchise Fee charged by Maui Wowi. In addition, if Maui Wowi identifies a buyer for Franchisees Business, Franchisee shall pay to Maui Wowi a resale assistance fee of $12,500.00 (Resale Assistance Fee) to reimburse Maui Wowi for its reasonable legal, marketing, sales, accounting, credit and investigation expenses incurred as a result of the proposed transfer. The Transfer Fee and the Resale Assistance Fee are payable at the time of the approved transfer and are non-refundable. Franchisee shall submit to Maui Wowi and obtain Maui Wowis approval for all advertising related to the transfer of the Business. Prior to Maui Wowi approving of any proposed transfer, the following additional conditions shall be met: 12.3.1 Franchisee shall not be in default under this Agreement at the time Franchisee requests the right to transfer the franchise or at the time the Franchise is transferred. All accounts payable and other monetary obligations to Maui Wowi and its Affiliate shall be paid in full. 12.3.2 Franchisee shall pay to have Franchisees Operating Units and other equipment refurbished under the refurbishment program as outlined in the Library of Operating Manuals and as modified by Maui Wowi periodically in Maui Wowis discretion. Such modification must be completed within 45 days following the transfer, and the transferee may not begin to operate the MAUI WOWI Business at an Operating Unit until that Operating Unit is refurbished. 12.3.3 The terms and conditions of the proposed transfer, including all financial terms of the proposed transfer, shall be provided in writing to Maui Wowi at least 15 business days prior to the proposed effective date of the transfer, and approved in writing by Maui Wowi. 12.3.4 The transferee shall agree that all obligations of Franchisee in connection with the Business shall be assumed by the transferee. 12.3.5 The transferee shall have signed the then-current form of franchise agreement, which may contain terms that are significantly different than the terms set forth in this Agreement, and shall terminate at the end of the term of this Agreement.

MW FDD Exhibit B

Page 23

3.22.11

12.3.6 The transferee shall complete Maui Wowis Mainland Training Program or such other initial training program required of new franchise owners. Transferee is also responsible for all food, travel and lodging expenses associated with the attendance at the initial training program. Maui Wowi may, in its sole discretion, waive the requirement that the transferee complete the Mainland Training Program or other initial training program, in whole or in part. 12.3.7 Franchisee shall execute a general release in favor of Maui Wowi and its Affiliate of any claims it may have against Maui Wowi and its Affiliate, officers and directors relating to the Business, this Agreement, any agreement between Franchisee and Maui Wowis Affiliate, and the franchise relationship between Maui Wowi and Franchisee. 12.4 Maui Wowis Assistance in Transfers. Franchisee acknowledges and agrees that Maui Wowi assumes no responsibility, express or implied, to assist Franchisee in any way in selling or transferring Franchisees MAUI WOWI Business, and that Maui Wowi may elect, in its sole discretion, to assist Franchisee or any other franchisee in the sale or transfer of a MAUI WOWI Business. 12.5 Registration of Proposed Franchise Sale. If Franchisee elects to attempt to sell its MAUI WOWI Business to an unaffiliated third party, Franchisee must first notify Maui Wowi in writing of its intention by completing the sales registration paperwork (Sales Registration Form) as is required by Maui Wowi, in Maui Wowis sole discretion, at least 45 days before Franchisee begins representing for sale its MAUI WOWI Business to unaffiliated third-parties (Sales Registration Period). 12.6 Transfer to an Entity. If a proposed transfer only is among existing shareholders, partners, or members of a legal entity, or by an individual or partnership franchise owner to a corporation, limited liability company or other entity owned at least 60 percent by the pre-existing franchise owner or franchise owners, Maui Wowi shall not charge a Transfer Fee; nor shall Maui Wowi be entitled to exercise its right of first refusal. Each certificate evidencing an ownership of a legal entity shall have endorsed upon its face that assignment or transfer thereof is subject to the restrictions of this Agreement. 12.7 Involuntary Transfers. Involuntary transfers of this Agreement by Franchisee are not binding on Maui Wowi and are grounds for the termination of this Agreement. Franchisee agrees that using this Agreement as security for a loan, or otherwise encumbering this Agreement is prohibited, unless Maui Wowi specifically consents to any action in writing prior to the proposed transaction. Franchisee shall not grant a sub-franchise under this Agreement nor otherwise seek to license or permit others to use this Agreement or any of the rights derived by Franchisee under it. Any attempt to transfer this Agreement wholly or partially, or any material portion or property used by Franchisee in connection herewith, whether or not binding on Maui Wowi, shall be grounds for the termination of this Agreement, unless the transfer is authorized in writing by Maui Wowi. 12.8 First Right of Refusal.

12.8.1 Franchisee grants to Maui Wowi the right to acquire Franchisees MAUI WOWI Business on the same terms and conditions specified in a bona fide written offer from a qualified third party, provided that Maui Wowi may substitute the cash equivalent for any portion of the purchase price to be paid by noncash consideration. Franchisee shall notify Maui Wowi in writing of the terms and conditions of each proposed sale, including: (i) the interest proposed to be transferred; (ii) the purchase price or other consideration; (iii) any financing terms being extended by Franchisee; (iv) the date of the proposed transfer; and (v) all other pertinent provisions of the proposed sale. In addition, a copy of any contract, agreement, memorandum of sale, deposit receipt, or letter of intent shall also be forwarded to Maui Wowi as soon as it is received by Franchisee. Following its receipt of all pertinent data and documents concerning the proposed transfer, including any additional data concerning the transaction requested by Maui Wowi from Franchisee, Maui Wowi shall have 30 days in which to advise Franchisee in writing of Maui Wowis election to acquire the interest proposed to be transferred on the same terms and conditions agreed to by the prospective transferee. Should Maui Wowi elect to acquire the interest proposed to be transferred pursuant to its right of first refusal,
MW FDD Exhibit B Page 24 3.22.11

Franchisee and Maui Wowi shall cooperate to consummate the transfer. The date for the completion of the transfer can be extended at Maui Wowis option for up to 30 days beyond the date originally indicated for the completion of the transfer in order to allow the completion of the transaction in a manner more convenient to Maui Wowi. If Franchisee is an entity, then the above right of first refusal provisions shall apply to the sale, pledge, assignment, trade or transfer of ownership interests in the entity. 12.8.2 If Maui Wowi does not elect to purchase the interest proposed to be transferred, Franchisee may complete the proposed transfer on the terms and conditions set forth in its notice to Maui Wowi subject to Maui Wowis right to approve the proposed transferee and the terms and conditions set forth under Section 12.3 above. However, if there are any material changes in the terms and conditions of the proposed transfer after Franchisee notifies Maui Wowi of the proposed transfer, including any changes in the terms and conditions occurring after Maui Wowi notifies Franchisee of its election not to purchase the interest pursuant to its right of first refusal, and any of those changes are less favorable to Franchisee, Franchisee shall notify Maui Wowi of the changes in writing and Maui Wowi shall have an additional 10 days within which to elect to purchase the interest proposed to be transferred on the revised terms and conditions. If the proposed transfer is not completed for any reason after Maui Wowi elects not to purchase the interest being transferred, Maui Wowis right of first refusal is reinstated as to any later proposed sales or transfers by Franchisee. 12.9 Death or Disability. Upon the death or incapacity of an individual Franchisee, or general partner of a Franchisee, the heirs or personal representative shall have the right to continue the Business, if, within 120 days of the death or incapacity (or any longer period required by the laws of the state where the franchise is located), the heirs appoint a representative to act for the heirs in all matters pertaining to Maui Wowi. The heirs or personal representative, instead of operating the franchise themselves under the procedures stated in this Agreement, may choose to transfer the Business. If such a decision is made, the transfer procedures set forth above will apply. 12.10 Transfer by Court Order. If a court of competent jurisdiction orders an individual Franchisee to transfer to his or her spouse all or any part of Franchisees interest in the Business, or any of the Business assets, such an order shall constitute a transfer under the terms of this Agreement and shall cause the transferee to be subject to all of the terms and conditions concerning transfers set forth in this Agreement. 13. RELATIONSHIP OF THE PARTIES

13.1 Independent Contractors. Franchisee is an independent contractor. Nothing in this Agreement or in the franchise relationship constitutes Franchisee and Maui Wowi as partners or agents of, or joint venturers with each other. Neither party is liable for the debts, liabilities, taxes, duties, obligations, defaults, compliance, intentional acts, wages, negligence, errors or omissions of the other. The parties shall not hold themselves out by action or inaction contrary to this Section and shall indemnify each other for any liability, cost or expense including attorney fees, incurred by either of them for any act, omission, finding or result to the contrary. No employee of Franchisee shall be deemed an employee of Maui Wowi, and each employee shall be so notified. As used in this Agreement, Maui Wowi shall also mean Maui Wowis predecessors and Affiliate, and Maui Wowis officers, directors, shareholders, employees, agents or others with whose conduct Maui Wowi is chargeable. Neither party shall act or have the authority to act as the agent for the other, and neither Franchisee nor Maui Wowi shall guarantee the obligations of the other or in any way become obligated for the debts or expenses of the other unless otherwise agreed to in writing. 14. COVENANTS

14.1 Non-Competition During Term. Franchisee acknowledges that, in addition to the license of the Marks hereunder, Maui Wowi has also licensed commercially valuable information which comprises and is a part of the System, including proprietary processes, operations, marketing and related information and materials and that the value of this information derives not only from the time, effort and money which went into its compilation, but from the usage of the same by all franchisees of Maui Wowi using the Marks and System. Franchisee therefore agrees that other than the Business licensed in this Agreement, neither
MW FDD Exhibit B Page 25 3.22.11

Franchisee, any Manager of the Business nor any of Franchisees officers, directors, shareholders, partners, members or managers, nor any member of his, her or their immediate families, will during the term of this Agreement: 14.1.1 have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business as defined below; 14.1.2 perform services as a director, officer, partner, manager, employee, consultant, representative, agent or otherwise for a Competitive Business; or 14.1.3 divert or attempt to divert any business related to, or any customer or account of the Business, Maui Wowis business, any Affiliates business, or any franchised Business of another franchisee licensed by Maui Wowi to use the Marks and System, by direct inducement or otherwise, or divert or attempt to divert the employment of any employee of Maui Wowi or another franchisee licensed by Maui Wowi to use the Marks and System, to any Competitive Business by any direct inducement or otherwise. The term Competitive Business as used in this Agreement will mean any business offering, or granting franchises or licenses to others to offer, fruit beverages, espresso beverages or any other products or services offered by MAUI WOWI Businesses; however, Franchisee, its owners, members, partners, principals, and if an individual, members of his or her immediate family, will not be prohibited from owning securities in a Competitive Business if such securities are listed on a stock exchange or traded on the over-the-counter market and represent in the aggregate 2 percent or less of that class of securities issued and outstanding. 14.2 Post-Termination Covenant Not to Compete. Upon termination or expiration of this Agreement for any reason, Franchisee and its officers, directors, shareholders, or partners agree that, for two years commencing on the effective date of termination or expiration, or the date on which Franchisee ceases to conduct business, whichever is later, neither Franchisee, any Manager of the Business, nor Franchisees officers, directors, shareholders, managers, members or partners will have any direct or indirect interest (through any immediate family member of Franchisee or its owners or otherwise) as a disclosed or beneficial owner, investor, partner, director, officer, employee, consultant, representative or agent or in any other capacity in a Competitive Business, as defined above, located or operating (i) within a 5-mile radius of each of the Permanent Sites of Franchisees Operating Units or within a 5-mile radius of the Permanent Site of any other franchised or company-owned MAUI WOWI Business; or (ii) at the same Event(s), wherever located, that Franchisee served through its former MAUI WOWI Business or at any other Events, wherever located, served by any franchised or company-owned MAUI WOWI Business. The restrictions of this Section will not be applicable to the ownership of shares of a class of securities listed on a stock exchange or traded on the overthe-counter market that represent 2 percent or less of the number of shares of that class of securities issued and outstanding. Franchisee and its officers, directors, shareholders, managers, members or partners expressly acknowledge that they possess skills and abilities of a general nature and have other opportunities for exploiting those skills. Consequently, enforcement of the covenants made in this Section will not deprive them of their personal goodwill or ability to earn a living. 14.3 Post-Termination Restriction on Solicitation of Business or Employees. Upon termination or expiration of this Agreement for any reason, Franchisee and its officers, directors, shareholders, or partners agree that, for two years commencing on the effective date of termination or expiration, or the date on which Franchisee ceases to conduct business, whichever is later, neither Franchisee, any Manager of the Business, nor Franchisees officers, directors, shareholders, managers, members or partners shall divert or attempt to divert any business related to, or any customer or account of the Business, Maui Wowis business, any Affiliates business, or any franchised Business of another franchisee licensed by Maui Wowi to use the Marks and System, by direct inducement or otherwise, or divert or attempt to divert the employment of any employee of Maui Wowi or another franchisee licensed by Maui Wowi to use the Marks and System, to any Competitive Business by any direct inducement or otherwise.

MW FDD Exhibit B

Page 26

3.22.11

14.4 Confidentiality of Proprietary Information. Franchisee will treat all information it receives which comprises or is a part of the System licensed hereunder as proprietary and confidential and will not use this information in an unauthorized manner or disclose the same to any unauthorized person without first obtaining Maui Wowis written consent. Franchisee acknowledges that the Marks and the System have valuable goodwill attached to them, that the protection and maintenance thereof is essential to Maui Wowi, and that any unauthorized use or disclosure of the Marks and System will result in irreparable harm to Maui Wowi. 14.5 Prohibition Against Reshipment. Franchisee shall not in any manner reship, transship, distribute or sell any MAUI WOWI Blends or MAUI WOWI Products or other items purchased from or through Maui Wowi, its Affiliate or its approved suppliers to any reseller of said items, including other MAUI WOWI franchisees or licensees. Franchisee shall sell items purchased from or through Maui Wowi, its Affiliate and its approved suppliers only to consumers using a MAUI WOWI Operating Unit pursuant to an Operating Unit Rider signed by Maui Wowi and Franchisee and only from or through Franchisees MAUI WOWI Business. 14.6 Interpretation. ALL PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT THIS ARTICLE HAS BEEN FULLY NEGOTIATED AND HAS BEEN ENTERED INTO FREELY. If any provision of this Article shall be held to be invalid by any tribunal, the terms of said invalid provision shall be modified to the least possible extent to make the provision valid. This Article shall not be interpreted against either party as drafter. 14.7 Confidentiality Agreement. Maui Wowi reserves the right to require that Franchisee cause each of its officers, directors, partners, shareholders, managers, members, Managers, employees and, if Franchisee is an individual, immediate family members, to execute a Nondisclosure and Noncompetition Agreement containing the above restrictions in the form required by Maui Wowi. 15. DISPUTE RESOLUTION

15.1 Mediation. Except for controversies, disputes or claims related to or based on the Marks or the enforcement of covenants not to compete, which may immediately be brought in a court permitted in accordance with Section 15.5 below, all controversies, disputes or claims (collectively Claims or individually a Claim) between Maui Wowi, its officers, directors, shareholders, sales people, subsidiaries and Affiliate and their shareholders, officers, directors, agents, employees and attorneys (in their respective capacities) and Franchisee (and its owners and guarantors, if applicable) arising out of or related to: (i) this Agreement or any other agreement between the parties or any provision of the agreements; (ii) the relationship of the parties to this Agreement; (iii) the validity of this Agreement or any other agreement between the parties or any provision of the agreements; or (iv) any part of the System, shall first be submitted by the parties to nonbinding mediation before the Judicial Arbiter Group (JAG) located in Denver, Colorado to be conducted at the offices of Maui Wowi or JAG in Denver, Colorado. The cost of the mediator shall be split equally among the parties with each party bearing its own costs related to the mediation, including attorneys fees. The parties agree to in good faith attempt to resolve the Claim through mediation. If the parties are unable to resolve a Claim through mediation, then Section 15.2 shall apply. 15.2 Arbitration. Except for controversies, disputes or claims related to or based on the Marks or the enforcement of covenants not to compete, if any Claim is not resolved by mediation, it shall be submitted for final and binding arbitration to the Denver, Colorado office of JAG on demand of either party. Such arbitration proceedings shall be conducted in Denver, Colorado, and shall be heard by one arbitrator in accordance with the then current Commercial Arbitration Rules of JAG. The arbitrator shall be a resident of the State of Colorado and fluent in English. Any party to an arbitration proceeding may apply to the arbitrator for reasonable discovery from the other. In this Agreement, reasonable discovery means a party may submit no more than 10 interrogatories, including subparts, 25 requests for admission, 25 document requests, and three depositions per side of the dispute. The foregoing discovery rights and limitations shall control over any contradictory discovery rules of JAG, unless the parties agree otherwise.
MW FDD Exhibit B Page 27 3.22.11

15.3 Scope of Arbitration. The arbitrator shall have the right to award or include in the award any relief which he or she deems proper in the circumstances, including, without limitation, money damages (with interest on unpaid amounts from the date due), specific performance, and attorneys fees and costs, in accordance with Section 16.4 of this Agreement, provided that the arbitrator shall not award exemplary or punitive damages. The award and decision of the arbitrator shall be conclusive and binding upon all parties to this Agreement and judgment upon the award may be entered in any court of competent jurisdiction. Each party waives any right to contest the validity or enforceability of such award. Maui Wowi and Franchisee agree that, in connection with any arbitration proceeding, each shall file any compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within 30 days after the date of the filing of the claim to which it relates. This provision shall continue in full force and effect following and notwithstanding the expiration or termination of this Agreement. 15.4 Limitations on Proceedings.

15.4.1 Maui Wowi and Franchisee agree that mediation and arbitration will be conducted on an individual basis only. Neither party shall commerce any mediation or arbitration with a third party against the other, or join with any third party in any mediation or arbitration involving Maui Wowi and Franchisee. Further, neither Maui Wowi nor Franchisee shall attempt to consolidate or otherwise combine in any manner a mediation or arbitration proceeding involving Maui Wowi and Franchisee with another mediation or arbitration of any kind, nor shall Maui Wowi or Franchisee attempt to certify a class or participate as a party in a class action against the other. 15.4.2 The foregoing notwithstanding, in the event Franchisee controls, is controlled by, or is in active concert with another franchisee of Maui Wowi, or there is a guarantor of some or all of the Franchisees obligations to Maui Wowi, then the joinder of those parties to any mediation or arbitration between Maui Wowi and Franchisee shall be permitted, and in all events, the joinder of an owner, director, officer, manager, partner or other representative or agent of Maui Wowi or Franchisee shall be permitted. 15.5 Governing Law/Consent to Venue and Jurisdiction. All Claims between Maui Wowi and Franchisee shall be governed by the Federal Arbitration Act (FAA) and no procedural arbitration issues are to be resolved pursuant to any state statutes, regulations or common law. Except to the extent governed by the FAA, the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.) or other federal law, this Agreement shall be interpreted under the laws of the state of Colorado and any dispute between the parties shall be governed by and determined in accordance with the substantive laws of the state of Colorado, which laws shall prevail if there is any conflict of law. Notwithstanding the foregoing, the parties agree that the Colorado Consumer Protection Act (COLO. REV. STAT. ANN. Sections 61-1-101, et seq.) shall not apply to this Agreement or any disputes between the parties. Franchisee and Maui Wowi have negotiated regarding a forum in which to resolve any disputes which may arise between them and have agreed to select a forum in order to promote stability in their relationship. Therefore, if a claim is asserted in any legal proceeding involving Franchisee, its officers, directors, managers or partners (collectively, Franchisee Affiliates) and Maui Wowi, its Affiliates and their respective officers, directors and sales employees (collectively, Maui Wowi Affiliates), the parties agree that the exclusive venue for disputes between them shall be in the state and federal courts of Colorado or the Denver, Colorado office of JAG and each party waives any objection they may have to the personal jurisdiction of or venue in the state and federal courts of Colorado or the Denver, Colorado office of JAG. Maui Wowi, Maui Wowi Affiliates, Franchisee and Franchisee Affiliates each waive their rights to a trial by jury. 15.6 Injunctive Relief. Notwithstanding the above mediation and arbitration provisions, Maui Wowi and Franchisee will each have the right in a proper case to seek injunctive relief and any damages incidental thereto from a court of competent jurisdiction. Franchisee agrees that Maui Wowi may obtain this injunctive relief, without posting a bond or bonds in excess of a total of $1,000.00, but upon due notice, and Franchisees sole remedy in the event of the entry of any injunctive relief will be the dissolution of the injunctive relief, if warranted, upon hearing duly had; however, all claims for damages by reason of the
MW FDD Exhibit B Page 28 3.22.11

wrongful issuance of any such injunction are expressly waived by Franchisee. Any such action will be brought as provided in Section 15.4 above and the prevailing party shall be entitled to its costs and attorneys fees. 15.7 Limitations on Actions. Except for payments owed by one party to the other, and unless prohibited by applicable law, any legal action or arbitration proceeding brought or instituted regarding any dispute based on or related to this Agreement or regarding any breach of the terms of this Agreement must be brought or instituted within a period of two years from the date of discovery of the conduct or event that forms the basis of the legal action or proceeding or the applicable limitation on the period of time by which claims must be brought under applicable law, whichever is less. 15.8 Alternative Dispute Resolution. Without limiting any of the foregoing, Maui Wowi reserves the right, at any time, to create a dispute resolution program and related specifications, standards, procedures and rules for the implementation thereof to be administered by Maui Wowi or its designees for the benefit of all franchisees conducting business under the System. The standards, specifications, procedures and rules for the dispute resolution program shall be made part of the Library of Operating Manuals, and Franchisee shall comply with all the standards, specifications, procedures and rules in seeking resolution of any claims, controversies or disputes with or involving Maui Wowi or other franchisees, if applicable under the program. If Maui Wowi, in its sole discretion, makes the dispute resolution program mandatory, Franchisee, Franchisees owners, and Maui Wowi agree to submit any claims, controversies or disputes arising out of or regarding this Agreement (and Attachments, Exhibits and Riders) or the relationship created by this Agreement for resolution in accordance with the dispute resolution program prior to, or in lieu of, seeking resolution of such claims, controversies or disputes in the manner described in this Article 15 (but the provisions of Section 15.6 concerning Maui Wowis and Franchisees right to seek relief in a court for certain actions including for injunctive or other extraordinary relief shall not be superseded or affected by this Section) or if such claim, controversy or dispute relates to another franchisee, Franchisee and Franchisees owners agree to participate in the program and submit any such claims, controversies or disputes in accordance with the programs standards, specifications, procedures and rules, prior to seeking resolution of such claim by any other judicial or legally available means. 16. MISCELLANEOUS

16.1 Waiver. Waiver by Maui Wowi of any particular default by Franchisee shall not affect or impair Maui Wowis rights regarding any later default by Franchisee or any of Maui Wowis rights to declare the same or later acts a breach or default. 16.2 Modifications. No modification of any term of this Agreement shall be valid unless made in writing and executed by both Maui Wowi and Franchisee; however, the Library of Operating Manuals may be modified by Maui Wowi, and shall be fully enforceable against Franchisee. 16.3 Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated (i) by personal delivery upon delivery by any courier or overnight delivery service upon written verification of receipt, (ii) by facsimile transmission when confirmed by facsimile transmission log or verification report, or (iii) by certified or registered mail, return receipt requested, five days after deposit in the mail, addressed, if to Maui Wowi, at the address set forth at the beginning of this Agreement, and, if to Franchisee, at the Principal Business Address, or at such other addresses as Maui Wowi or Franchisee may designate from time to time. 16.4 Attorneys Fees and Costs.

16.4.1 Subject to Section 16.4.2 below, Franchisee shall reimburse Maui Wowi for its costs and expenses, including, without limitation, attorneys fees, which Maui Wowi incurs in pursuit of its rights following a breach or event of default of or by Franchisee whether or not the pursuit of rights involves litigation or arbitration.
MW FDD Exhibit B Page 29 3.22.11

16.4.2 The prevailing party in any litigation or arbitration action arising out of, or related to, this Agreement (including an action to compel arbitration) is entitled to recover all of its reasonable costs and expenses incurred in the action, including reasonable accounting, expert witness, attorneys and arbitrators fees, and costs of collecting monies owed, in addition to all other amounts and damages awarded. If both parties are awarded a judgment in any dollar amount, the court or arbitrator, as applicable, shall determine the prevailing party taking into consideration the merits of the claims asserted by each party, the amount of the judgment received by each party, and the relative equities between the parties. 16.5 Headings; Construction. Headings used in this Agreement are for reference and convenience purposes only and are not to be used in construing the provisions of this Agreement. As used in this Agreement, the male or female gender shall include the other and the neuter. The singular shall include the plural and the plural shall include the singular as appropriate. 16.6 Beneficiaries. The parties intend to confer no benefit or right on any person or entity not a party to this Agreement and no third parties shall have any right or claims, benefit or right as a third party beneficiary under this Agreement or any provision hereof. Similarly, Franchisee is not entitled to claim any rights or benefits including those of a third party beneficiary, under any contract, understanding or agreement between Maui Wowi and any other person or entities, unless that contract, understanding or agreement specifically refers to Franchisee by name or to a class which Franchisee belongs and specifically grants rights or benefits to Franchisee or to the concerned class. 16.7 Entity Authority. If Franchisee is an entity, the person or persons signing this Agreement for Franchisee warrant to Maui Wowi that he, she or they have the requisite corporate authority to sign this Agreement. At the request of Maui Wowi, the concerned entity signatory agrees to promptly provide Maui Wowi with a certified copy of the resolution or other document authorizing the execution of this Agreement and naming the officers or other positions of the entity who are authorized to sign this Agreement for the entity. 16.8 Payments. Maui Wowi may, in writing, unilaterally waive any obligation or requirement of Franchisee under this Agreement. No payment by Franchisee or receipt by Maui Wowi of any amount less than that required to be paid under this Agreement, or otherwise, to Maui Wowi or any person or entity affiliated with Maui Wowi, shall be deemed to be anything except payment on account, regardless of any endorsement to the contrary contained on any such payment or in any oral or written communication transmitted in connection therewith. 16.9 Set Off. Franchisee shall not be allowed to set off amounts owed to Maui Wowi for Royalty Fees, Marketing Fees, Product purchases, Operating Unit and other equipment purchases, fees or other amounts due hereunder, against any monies owed to Franchisee, nor shall Franchisee in any event withhold any amounts due to any alleged nonperformance by Maui Wowi hereunder, which right of set off is expressly waived by Franchisee. Maui Wowi shall be allowed to set off amounts owed to Franchisee against monies owed to Maui Wowi by Franchisee. 16.10 Joint and Several Liability. If two or more persons, corporations, partnerships or other entities or any combination thereof, sign this Agreement, the liability of each shall be joint and several. All shareholders of a corporation, members of a limited liability company, all parties of a general partnership and all members of any association or other unincorporated entity which constitute or comprise Franchisee hereunder, are jointly and severally liable for the performance of Franchisee hereunder. 16.11 Successors In Interest. This Agreement is binding upon the heirs, administrators, personal representatives, assigns and successors in interest to the parties to this Agreement. 16.12 Integration. The parties intend this Agreement and all attached Attachments, Exhibits and Riders to be the full and complete agreement between Maui Wowi and Franchisee and the entire integration of all their understandings of every nature concerning the matters contained in this Agreement or in any way related thereto, whether occurring before or contemporaneously with the execution of this Agreement. No
MW FDD Exhibit B Page 30 3.22.11

agreements, representations, negotiations, promises, commitments, inducements, assurances, terms, conditions, or covenants of any nature exist between the parties except as specifically set forth in this Agreement, whether pertaining to this Agreement or to any future, further or additional rights of the parties. No amendment, change or variance from this Agreement shall be binding on either party unless executed in writing. Nothing in this Agreement is intended to disclaim any representations made by Maui Wowi in the franchise disclosure document provided to Franchisee. 16.13 Invalidity. If any provision of this Agreement is held invalid by any tribunal in a final decision from which no appeal is or can be taken, such provision shall be deemed modified to eliminate the invalid element and, as so modified, such provision shall be deemed part of this Agreement as though originally included. The remaining provisions of this Agreement shall not be affected by such modifications. 16.14 Cross-Default and Cross Termination Provisions.

16.14.1 A default by Franchisee under this Agreement will be deemed a default of all agreements between Franchisee and Maui Wowi. A default by Franchisee under any other agreement between Franchisee and Maui Wowi will be deemed a default under this Agreement. A default by the guarantor(s) of this Agreement or any other agreement of guaranty, will be deemed a default of this Agreement. 16.14.2 If this Agreement is terminated as a result of a default by Franchisee, Maui Wowi may, at its option, elect to terminate any or all other agreements between Franchisee and Maui Wowi. If any other agreement between Franchisee and Maui Wowi is terminated as a result of a default by Franchisee, Maui Wowi may, at its option, elect to terminate this Agreement. It is agreed that an incurable or uncured default under this Agreement or any other agreement between Franchisee and Maui Wowi will be grounds for termination of this Agreement and/or all agreements between Franchisee and Maui Wowi without additional notice or opportunity to cure. 16.15 Acknowledgment. BEFORE SIGNING THIS AGREEMENT, FRANCHISEE SHOULD READ IT CAREFULLY WITH THE ASSISTANCE OF LEGAL COUNSEL. FRANCHISEE REPRESENTS, COVENANTS, AGREES AND ACKNOWLEDGES THAT: 16.15.1 NEITHER MAUI WOWI NOR ITS AGENTS HAVE MADE ANY REPRESENTATIONS OR WARRANTIES CONCERNING FRANCHISEES SUCCESS AS A FRANCHISEE AND MAUI WOWI DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE POTENTIAL SUCCESS OF THE BUSINESS OPERATIONS UNDER THIS AGREEMENT. 16.15.2 THE SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED IN THIS AGREEMENT INVOLVES SUBSTANTIAL RISKS, FINANCIAL AND OTHERWISE, THAT ARE INHERENT IN THE BEGINNING OF ANY NEW BUSINESS, WHICH RISKS ARE FRANCHISEES ALONE, AND SUCH SUCCESS DEPENDS UPON FRANCHISEES ABILITY AS AN INDEPENDENT BUSINESS PERSON AND ITS ACTIVE PARTICIPATION IN THE DAILY AFFAIRS OF THE BUSINESS; AND 16.15.3 NO STATEMENT, REPRESENTATION OR OTHER ACT, EVENT OR COMMUNICATION, EXCEPT AS STATED IN THIS DOCUMENT, IS BINDING ON MAUI WOWI IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT. [SIGNATURES APPEAR ON FOLLOWING PAGE]

MW FDD Exhibit B

Page 31

3.22.11

The parties have executed this Agreement to be made effective as of the ___ day of ____________________, 20__. MAUI WOWI: MAUI WOWI FRANCHISING, INC. By: Title: Date: FRANCHISEE:

Individually Print Name: Date: OR, if a corporation, partnership or other business entity: Company Name By: Title: Date:

MW FDD Exhibit B

Page 32

3.22.11

MW FDD Exhibit B

Page 1

3.22.11

ATTACHMENT I
TO FRANCHISE AGREEMENT ADDENDUM TO MAUI WOWI FRANCHISING, INC. FRANCHISE AGREEMENT

ATTACHMENT I TO FRANCHISE AGREEMENT ADDENDUM TO MAUI WOWI FRANCHISING, INC. FRANCHISE AGREEMENT THIS ADDENDUM to the Maui Wowi Franchising, Inc. Franchise Agreement (Agreement) is made effective as of the date of the Agreement between Maui Wowi Franchising, Inc. (Maui Wowi) and the franchisee named below (Franchisee). 1. Type of Franchise. The type of franchise to be acquired under the Agreement is: ______ Empire Builder Franchise.

_____ Single Location Franchise; ______ Standard Franchise; 2. Transfer. (To be completed by Maui Wowi.)

Is this franchise being acquired as the result of a transfer? _____ Yes _____ No If the answer is yes, state the following: Name of the transferor: State in which transferor operated: Date of transferors franchise agreement: Section 2.1 of the Agreement is amended to state that the term of this Agreement shall expire upon the date of expiration of the transferors franchise agreement, which is: Other terms and conditions apply to the transfer of this franchise as set forth in the transferors franchise agreement. 3. Initial Franchise Fee. The Franchisee shall pay to Maui Wowi an Initial Franchise Fee of $_______________, pursuant to Section 4.1 of the Agreement, for the above franchise. 4. Additional MAUI WOWI Operating Unit locations. Contemporaneously with this Addendum, an Operating Unit Rider will be executed by Maui Wowi and Franchisee permitting Franchisee to open and operate the first Operating Unit under the Agreement. If Franchisee is acquiring a Standard Franchise, Franchisee shall have the option to open and operate up to TWO additional MAUI WOWI Operating Units. If Franchisee is acquiring an Empire Builder Franchise, Franchisee shall have the option to open and operate up to NINE additional MAUI WOWI Operating Units. A separate Operating Unit Rider shall be executed for each additional Operating Unit Franchisee opens and operates. 5. Principal Business Address. Franchisees Principal Business Address, referenced in Section 1.4 of the Agreement is: ____________________________________________________________ ________________________________________________________________________ 6. Empire Builder Rights. If Franchisee has purchased an Empire Builder Franchise, Maui Wowi shall provide Franchisee at no additional charge, after Franchisee has opened for business, with (i) Quickbooks Professional software, which shall include a pre-developed chart of accounts specifically designed for Maui Wowi franchisees and their bookkeeping; (ii) the Mainland Training Program prior to the commencement of Franchisees MAUI WOWI Business for up to three individuals, and then later provide the Mainland Training Program for an additional Manager for each subsequent Operating Unit Franchisee elects to open after
B-I-1

Franchisees first Operating Unit; and (iii) additional optional training programs including a 5-day on-site training program after Franchisee has opened two Operating Units at Permanent Sites and a quarterly 3-day training program during Franchisees first two years of operations. Franchisee must pay for all travel and living expenses associated with this additional training for all of Franchisees personnel attending the additional training. In addition, if Franchisee opens 10 locations within three years from the date of this Agreement, Franchisee shall be entitled to receive a Standard Franchise Agreement without payment of an Initial Franchise Fee. Fully executed this _____ day of __________________, 20___. MAUI WOWI: MAUI WOWI FRANCHISING, INC. By: Title: Date: FRANCHISEE:

Individually Print Name: Date: OR, if a corporation, partnership or other business entity: Company Name By: Title: Date:

B-I-2

ATTACHMENT II
TO FRANCHISE AGREEMENT

GUARANTY AND ASSUMPTION OF FRANCHISEES OBLIGATIONS

ATTACHMENT II TO FRANCHISE AGREEMENT GUARANTY AND ASSUMPTION OF FRANCHISEES OBLIGATIONS In consideration of, and as an inducement to, the execution of the Franchise Agreement (Agreement) by Maui Wowi Franchising, Inc. (Maui Wowi), each of the undersigned hereby personally and unconditionally: 1. Guarantees to Maui Wowi and its successors and assigns, for the term of the Agreement, including renewals thereof, that the below named Franchisee (Franchisee) shall punctually pay and perform each and every undertaking, agreement and covenant set forth in the Agreement; and 2. Agrees to be personally bound by, and personally liable for the breach of, each and every provision in the Agreement and all obligations related thereto, including the terms of the articles and sections pertaining to non-competition during the term of the Agreement, confidentiality and the Marks and copyrighted works of Maui Wowi. 3. Each of the undersigned waives the following: a. Acceptance and notice of acceptance by Maui Wowi of the foregoing undertaking;

b. Notice of demand for payment of any indebtedness or nonperformance of any obligations hereby guaranteed; c. Protest and notice of default to any party with respect to the indebtedness or nonperformance of any obligations hereby guaranteed; d. Any right he or she may have to require that any action be brought against Franchisee or any other person as a condition of liability; and e. entitled. 4. Each of the undersigned consents and agrees that: a. His or her direct and immediate liability under this guaranty shall be joint and several; Any and all other notices and legal or equitable defenses to which he or she may be

b. He or she shall render any payment or performance required under the Agreement upon demand if Franchisee fails or refuses punctually to do so; c. Such liability shall not be contingent or conditioned upon pursuit by Maui Wowi of any remedies against Franchisee or any other person; and d. Such liability shall not be diminished, relieved or otherwise affected by any extension of time, credit or other indulgence which Maui Wowi may from time to time grant to Franchisee or to any other person, including the acceptance of any partial payment or performance, or the compromise or release of any claims, none of which shall in any way modify or amend this guaranty, which shall be continuing and irrevocable during the term of the Agreement, including renewals thereof. 5. He or she shall be bound by the restrictive covenants, confidentiality provisions, audit provisions, and indemnification provisions contained in the Agreement. 6. The arbitration, injunctive relief, governing law and jurisdiction provisions contained in the Agreement shall govern this guaranty and such provisions are incorporated into this guaranty by reference.
B-II-1

IN WITNESS WHEREOF, each of the undersigned has affixed his or her signature effective on the same day and year as the Agreement was executed. Name of Franchisee: GUARANTOR(S) Date: (Print Name) Signature Address

Telephone Number

Date: (Print Name) Signature Address

Telephone Number

B-II-2

ATTACHMENT III
TO FRANCHISE AGREEMENT STATEMENT OF OWNERSHIP

ATTACHMENT III TO FRANCHISE AGREEMENT STATEMENT OF OWNERSHIP Franchisee: ______________________________________________________________________________ ______________________________________________________________________________ Trade Name (if different from above): ______________________________________________________________________________ Form of Ownership (Check One) ___ Individual ___ Partnership ____ Corporation ___ Limited Liability Company ___ Other (explain) If a Partnership, provide name and address of each partner showing percentage owned and whether each is active in management, indicate the country, state and/or province in which the partnership was formed and the date it was formed, and provide a copy of the Partnership Agreement. If a Corporation, provide the names and addresses of each officer and director, and list the names and addresses of every shareholder showing what percentage of stock is owned by each, indicate the country, state and/or province and date of incorporation, and provide a copy of the Articles of Incorporation certified by the Secretary of State or other official for the country, state and/or province in which the corporation was formed. If a Limited Liability Company, provide name and address of each member and each manager showing percentage owned, indicate the country, state and/or province in which the Limited Liability Company was formed and the date it was formed, and provide a copy of the Articles of Organization certified by the Secretary of State or other official for the country, state and/or province in which the Limited Liability Company was formed and the Operating Agreement. If another type of business entity, provide the names and addresses of the owners and any officers or managers showing percentage owned, indicate the country, state and/or province in which the business entity was formed and the date is was formed, and provide a copy of any articles of formation and governing agreements certified, if applicable, by the Secretary of State or other official for the country, state and/or province in which the business entity was formed.

The undersigned acknowledges that this Statement of Ownership applies to the MAUI WOWI Business authorized under the Franchise Agreement. Use additional sheets if necessary. Any and all changes to the above information must be reported to Maui Wowi in writing. _________________________ Date __________________________________________ Name
B-III-1

ATTACHMENT IV
TO FRANCHISE AGREEMENT COLLATERAL ASSIGNMENT OF TELEPHONE NUMBERS, TELEPHONE LISTINGS, AND INTERNET ADDRESSES

ATTACHMENT IV TO FRANCHISE AGREEMENT COLLATERAL ASSIGNMENT OF TELEPHONE NUMBERS, TELEPHONE LISTINGS, AND INTERNET ADDRESSES THIS ASSIGNMENT (Assignment) is entered into this ____ day of ____________, 20___, in accordance with the terms of that certain MAUI WOWI Franchise Agreement (Agreement) between Maui Wowi Franchising, Inc., a Colorado corporation (Maui Wowi) and the franchisee named below (Franchisee), and executed concurrently with this Assignment, under which Maui Wowi granted Franchisee the right to own and operate a MAUI WOWI Business. FOR VALUE RECEIVED, Franchisee hereby assigns to Maui Wowi (1) those certain telephone numbers and regular, classified or other telephone directory listings (collectively, Addresses, Numbers and Listings) and (2) those certain Internet website addresses (URLs) associated with Maui Wowis trade and service marks and used from time to time in connection with the operation of the MAUI WOWI Business at the address provided above. This Assignment is for collateral purposes only and, except as specified in this Assignment, Maui Wowi shall have no liability or obligation of any kind arising from or in connection with this Assignment, unless Maui Wowi shall notify the telephone company and the listing agencies with which Franchisee has placed telephone directory listings (all such entities are collectively referred to as Telephone Company) and Franchisees Internet service provider (ISP) to effectuate the assignment pursuant to the terms hereof. Upon termination or expiration of the Agreement (without renewal or extension), Maui Wowi shall have the right and is hereby empowered to effectuate the assignment of the Addresses, Numbers and Listings and the URLs, and, in such event, Franchisee shall have no further right, title or interest in the Addresses, Numbers and Listings and the URLs, and shall remain liable to the Telephone Company and the ISP for all past due fees owing to the Telephone Company and the ISP on or before the effective date of the assignment hereunder. Franchisee agrees and acknowledges that as between Maui Wowi and Franchisee, upon termination or expiration of the Agreement, Maui Wowi shall have the sole right to and interest in the Addresses, Numbers and Listings and the URLs, and Franchisee appoints Maui Wowi as Franchisees true and lawful attorney-infact to direct the Telephone Company and the ISP to assign same to Maui Wowi, and execute such documents and take such actions as may be necessary to effectuate the assignment. Upon such event, Franchisee shall immediately notify the Telephone Company and the ISP to assign the Addresses, Numbers and Listings and the URLs to Maui Wowi. If Franchisee fails to promptly direct the Telephone Company and the ISP to assign the Addresses, Numbers and Listings and the URLs to Maui Wowi, Maui Wowi shall direct the Telephone Company and the ISP to effectuate the assignment contemplated hereunder to Maui Wowi. The parties agree that the Telephone Company and the ISP may accept Maui Wowis written direction, the Agreement or this Assignment as conclusive proof of Maui Wowis exclusive rights in and to the Addresses, Numbers and Listings and the URLs upon such termination or expiration and that such assignment shall be made automatically and effective immediately upon Telephone Companys and ISPs receipt of such notice from Maui Wowi or Franchisee. The parties further agree that if the Telephone Company or the ISP requires that the parties execute the Telephone Companys or the ISPs assignment forms or other documentation at the time of termination or expiration of the Agreement, Maui Wowis execution of such forms or documentation on behalf of Franchisee shall effectuate Franchisees consent and agreement to the assignment. The parties agree that at any time after the date hereof they will perform such acts and execute and deliver such documents as may be necessary to assist in or accomplish the assignment described herein upon termination or expiration of the Agreement.

B-IV-1

MAUI WOWI: MAUI WOWI FRANCHISING, INC. By: Title: Date:

FRANCHISEE:

Individually Print Name: Date: OR, if a corporation, partnership or other business entity: Company Name By: Title: Date:

B-IV-2

ATTACHMENT V
TO FRANCHISE AGREEMENT

ACH AUTHORIZATION FORM

ATTACHMENT V TO FRANCHISE AGREEMENT Direct Payment Authorization (ACH) Form I (we) hereby authorize Maui Wowi Franchising, Inc. and Maui Wowi International, Inc. (the Maui Wowi Companies) to initiate entries to my commercial checking/savings account at the financial institution listed below, and if necessary, initiate adjustments for any transaction debited / credited in error. This authority will remain in effect until each of the Maui Wowi Companies is notified by me (us) in writing to cancel it in such time as to afford the Maui Wowi Companies and the financial institution a responsible opportunity to act on it. Franchisee Name (Last, First): __________________________________________ Franchisees Legal Company Name / Name on Account: _____________________________________________ Name of Financial Institution: __________________________________________ Financial Institution Routing Number: ___ ___ ___ ___ ___ ___ ___ ___ ___ Commercial Checking or Commercial Savings Account Number: ___________________________________ Credit Card______________________________________Exp. Date___________ Authorized Signature: ________________________________________________ If payment using ACH is returned for any reason, this form will authorize the Maui Wowi Companies to charge your credit card account for amounts owed, including associated fees. NOTE: You must attach your voided check to this authorization below. For commercial savings accounts, please attach a deposit slip. If you choose to have funds debited from a savings account, please verify the transit routing number / ABA to be used for electronic transactions with your financial institution. The routing number on a savings deposit or withdrawal slip may be different than the actual routing number used by the bank for electronic transactions.

Attach voided check here

Please fax form to ACCOUNTING at 303-317-8146.

B-V-1

ATTACHMENT VI
TO FRANCHISE AGREEMENT AUTHORIZATION FOR CREDIT CARD PAYMENTS

ATTACHMENT VI TO FRANCHISE AGREEMENT CREDIT CARD AUTHORIZATION This Credit Card Authorization (this Authorization) is entered on the day and date set forth on the signature page hereof by the undersigned credit card account owner (Owner). Owner agrees that each of Maui Wowi Franchising, Inc., and Maui Wowi International, Inc. (the Maui Wowi Companies), may charge (at their sole discretion) the account(s) listed below for payments for the purchase of products, equipment, and other items from any of the Maui Wowi Companies and for all fees and interest owed to any of the Maui Wowi Companies under the Franchise Agreement between Owner, or a company controlled by Owner, and Maui Wowi Franchising, Inc. (the Franchise Agreement), as follows: 1. Owner authorizes each of the Maui Wowi Companies to charge Owners account(s), as listed below, for payments for the purchase of MAUI WOWI Products, MAUI WOWI Supplies and Equipment, and other items from any of the Maui Wowi Companies and for all Marketing Fees, Royalty Fees, other fees, and interest owed to any of the Maui Wowi Companies under the Franchise Agreement. Type of Credit Card: Credit Issuer: Account Number: Current Credit Limit: $ 2. Owner agrees that this Authorization will remain in effect for each Franchise Agreement of Owner, or a company controlled by Owner, throughout the duration of the applicable Franchise Agreement, unless the Maui Wowi Companies agrees to an earlier termination of this Authorization. Owner agrees not to revoke any Authorization prior to the termination of the applicable Franchise Agreement, without prior written consent of the Maui Wowi Companies. Owner agrees that the credit card issuer cannot cancel this Authorization without receiving written consent from the Maui Wowi Companies. 3. Owner agrees to maintain, at all times, sufficient available credit in each account covered by this Authorization to pay past due amounts and associated charges, as listed above, but, in any event the available credit on each account should not be less than $5,000.00. Owner shall notify the Maui Wowi Companies of the expiration, termination, or any other change in its account(s) covered by this Authorization, within one business day of the change, providing new account numbers and other information reasonably requested by any of the Maui Wowi Companies. Owner agrees to execute a new Authorization within five business days after receipt of a new Authorization form from any of the Maui Wowi Companies. 4. Each of the Maui Wowi Companies may bill Owner directly or withdraw the owing amounts from Owners bank account pursuant to an ACH Authorization Form for any amounts owed by Owner, or a company controlled by Owner, to any of the Maui Wowi Companies, for which the Maui Wowi Companies do not charge Owners account(s) under this Authorization. 5. A company is considered to be controlled by Owner if Owner is a guarantor of a Franchise Agreement between the company and Maui Wowi Franchising, Inc.; or if Owner has a 10 percent or greater shareholder, partnership, or member interest in the company, or is the sole proprietor of the company. 6. Owner agrees to execute any other documents required by any credit card processing company, any credit card issuer, any other entity, or by law, as necessary to enable the Maui Wowi Companies to exercise the rights granted to it by this Authorization.
B-VI-1

_____ VISA

_____ MASTERCARD

Expiration Date:

7. Agreement.

All capitalized terms not defined in this Authorization are defined as in the Franchise

OWNER:

By: Print Name: Title: Date:

B-VI-2

ATTACHMENT VII
TO FRANCHISE AGREEMENT SAMPLE ACKNOWLEDGMENT OF TERMINATION AND RELEASE AGREEMENT

ATTACHMENT VII TO FRANCHISE AGREEMENT THE FOLLOWING SAMPLE ACKNOWLEDGEMENT OF TERMINATION AND RELEASE AGREEMENT IS A SAMPLE OF MAUI WOWIS CURRENT FORM OF TERMINATION AND RELEASE AGREEMENT. THIS AGREEMENT IS OFTEN MODIFIED TO CONFORM TO THE FACTS SURROUNDING THE EVENT OR INCORPORATED INTO A LARGER AGREEMENT WHICH MORE PRECISELY ADDRESSES THE EVENT. MAUI WOWI MAKES NO REPRESENTATION OR GUARANTY THAT THE TERMINATION AND RELEASE AGREEMENT FRANCHISEE MAY BE REQUIRED TO SIGN WILL BE IDENTICAL TO THE TERMINATION AND RELEASE AGREEMENT SET FORTH BELOW. _________________________________________________________________________________________ SAMPLE ACKNOWLEDGMENT OF TERMINATION AND RELEASE AGREEMENT This Acknowledgment of Termination and Release Agreement (Agreement) is entered into this _____ day of __________, 20___, between Maui Wowi Franchising, Inc. (Maui Wowi) and ____________________ (Franchisee). Franchisee and Maui Wowi will collectively be referred to as the Parties. RECITALS WHEREAS, Maui Wowi and Franchisee entered into that certain franchise agreement (Franchise Agreement) dated _______________, 20__, in which Maui Wowi granted Franchisee the right to operate a MAUI WOWI Business; and WHEREAS, on ______________ 20__, Franchisees rights under the terms of the Franchise Agreement were terminated (Termination) as a result of WHEREAS, the Parties desire to enter into this Agreement for the purpose of acknowledging the Termination; acknowledging Maui Wowis retention of all rights and remedies under the Franchise Agreement including, but not limited to, Maui Wowis right to retain all Initial Franchise Fees, IT Management Fees, Marketing Fees, Royalty Fees, Marketing Fees, Additional Training Fees, and all other fees, and right to audit Franchisees books and records; and fully and finally resolving all legal and equitable claims, known or unknown, of Franchisee existing against Maui Wowi that were or could have been asserted by Franchisee in any action. NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements herein contained, the parties hereto hereby covenant, promise and agree as follows: AGREEMENT 1. Acknowledgment of Termination. Franchisee acknowledges and agrees that all of its rights under the Franchise Agreement, were fully and finally terminated on _______________ 20__. Franchisee agrees to abide by all provisions which expressly survive the Termination of the Franchise Agreement, as more fully set forth in Article 10 of the Franchise Agreement, including those terms relating to nondisclosure, confidentiality and post-termination covenants not to compete.

B-VII-1

2. Release by Franchisee. As of the date of this Agreement, Franchisee does hereby compromise, settle, and absolutely, unconditionally, and fully release, discharge, and hold harmless for itself and each of its respective heirs, executors, administrators, representatives, successors, assigns, officers, members, managers, directors, shareholders, employees, partners, and Affiliates (as hereinafter defined) (collectively, Franchisee Releasing Parties), Maui Wowi and its past, present and future officers, directors, agents, attorneys, employees, shareholders, successors, assigns, members, managers, and Affiliates (collectively, Maui Wowi Released Parties), for all purposes, of and from any and all claims, debts, demands, damages, costs, expenses, actions, causes of action, or suits of any kind, at common law, statutory or otherwise, whether now known or not, whether contingent or matured, including, without limitation, any claim, demand, or cause of action arising out of or in connection with the Franchisees MAUI WOWI Business or the Franchise Agreement or any other contractual relation between Franchisee and Maui Wowi and/or any Affiliate of Maui Wowi, which the Franchisee Releasing Parties may have had or may now have directly or indirectly against any or all of the Maui Wowi Released Parties based upon or arising out of any event, act, or omission that has occurred prior to the date hereof. The Franchisee Releasing Parties further covenant and agree to never institute, prosecute or assist others to institute or prosecute, or in any way aid any claim, suit, action at law or in equity, or otherwise assert any claim against any or all of the Maui Wowi Released Parties for any damages (actual, consequential, punitive or otherwise), injunctive relief, or other loss or injury either to person or property, cost, expense, attorneys fees, amounts paid on account of recovery or settlement, or any other damage or harm whatsoever, based upon or arising out of any event, act, or omission that has occurred prior to the date hereof. The Maui Wowi Released Parties are not releasing any claim which they may have against the Franchisee Releasing Parties or any rights or remedies the Maui Wowi Released Parties may have under the Franchise Agreement or the Non-Disclosure and Non-Competition Agreement, (including the right to retain all Initial Franchise Fees, IT Management Fees, Marketing Fees, Royalty Fees, Additional Training Fees, and any other fees or sums paid to Maui Wowi or its Affiliates by Franchisee or its Affiliates and any audit rights), under law or equity, or under any other contractual relationship between Franchisee and Maui Wowi and/or any Affiliate of Maui Wowi. 3. Affiliates. When used in this Agreement, the term Affiliates has the meaning as given in Rule 144 under the Securities Act of 1933. 4. Full Release. Except as is set forth in this Agreement, the Parties intend that this Agreement shall be effective as a full and final accord and satisfaction and release as to the Maui Wowi Released Parties and shall extend to all matters, claims, demands, actions or causes of action of any kind or nature whatsoever which the Franchisee Releasing Parties may have against the Maui Wowi Released Parties. The Parties acknowledge that they may hereafter discover facts in addition to, or different from, those which they now know or believe to be true with respect to the subject matter of this Agreement but that, notwithstanding the foregoing, it is their intention hereby to fully, finally, completely and forever settle and release the Maui Wowi Released Parties and that the release given herein shall be and remain irrevocably in effect as a full and complete general release notwithstanding the existence of any such additional or different facts. 5. No Coercion. The Parties acknowledge that they are freely and voluntarily entering into this Agreement, uncoerced by any person, and that they have been advised and afforded the opportunity to seek the advice of legal counsel of their choice with regard to this Agreement. 6. Notices. Any notices given under this Agreement shall be in writing and if delivered by hand, or transmitted by U.S. certified mail, return receipt requested, postage prepaid, or via telegram or telefax, shall be deemed to have been given on the date so delivered or transmitted, if sent to the recipient at its address or telefax number appearing on the records of the sending party. 7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 8. Amendments. This Agreement may not be changed or modified except in a writing signed by all of the parties hereto.
B-VII-2

9. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Colorado. 10. Jurisdiction. The Parties agree that any disputes relating to the enforcement of this Agreement will be governed by the dispute resolution provisions set out in the Franchise Agreement. 11. Fees and Costs. In any action to enforce, interpret or seek damages for violation of this Agreement, the prevailing Party shall recover all attorneys fees and litigation expenses. 12. Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. 13. Authorization. Each Party warrants that each individual executing this Agreement on behalf of the respective Parties is fully authorized to do so by each of the respective Parties and each individual executing this Agreement warrants that he or she is acting within the scope of his or her employment and authority in executing this Agreement. 14. Counterparts and Telecopies. This Agreement may be executed in counterparts or by copies transmitted by telecopier, all of which shall be given the same force and effect as the original. This Agreement shall be effective when the signatures of all Parties have been affixed to counterparts or copies. 15. Entirety. This Agreement contains the entire agreement between the Parties related to the subject matter hereof, and in entering into this Agreement, each Party represents that he, she, or it is doing so voluntarily and of his, her or its own free will, and have executed this Agreement below acknowledging that each Party has completely read and fully understands the terms of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement under seal, with the intent that this be a sealed instrument, as of the day and year first above written.

MAUI WOWI: MAUI WOWI FRANCHISING, INC. By: Title: Date:

FRANCHISEE:

Individually Print Name: Date: OR, if a corporation, partnership or other business entity: Company Name By: Title: Date:

B-VII-3

ATTACHMENT VIII
TO FRANCHISE AGREEMENT ADDENDUM TO LEASE

ATTACHMENT VIII TO FRANCHISE AGREEMENT ADDENDUM TO LEASE This Addendum to Lease, dated ____________, 20____, is entered into by and between __________________ (Lessor), and __________________ (Lessee). A. The parties hereto have entered into a certain Lease Agreement, dated _________, 20___, and pertaining to the premises located at _____________________________ (Lease). B. Lessor acknowledges that Lessee intends to operate a MAUI WOWI Business from the leased premises (Premises) pursuant to a Franchise Agreement (Franchise Agreement) with Maui Wowi Franchising, Inc. (Maui Wowi) under the name MAUI WOWI or other name designated by Maui Wowi (herein referred to as MAUI WOWI Business). C. The parties now desire to amend the Lease in accordance with the terms and conditions contained herein. NOW, THEREFORE, it is hereby mutually covenanted and agreed between Lessor and Lessee as follows: 1. Use of Premises. Lessor and Lessee agree that the Premises shall be used only for the operation of a MAUI WOWI Business, unless another use is approved in writing Maui Wowi. 2. Remodeling and Decor. Lessor agrees that Lessee shall have the right to remodel, equip, paint and decorate the interior of the Premises and to display the proprietary marks and signs on the interior and exterior of the Premises as Lessee is reasonably required to do pursuant to the Franchise Agreement and any successor Franchise Agreement under which Lessee may operate a MAUI WOWI Business on the Premises. 3. Maui Wowis Right to Enter. Lessor and Lessee agree that the employees of Maui Wowi, or its parent, subsidiaries or affiliates, shall have the right to enter the leased premises to make any modifications necessary to protect their proprietary marks. 4. Retail Radius Restrictions in Lease. Any retail radius restriction or similar provision shall not be binding upon nor enforceable against Maui Wowi, nor shall such provision be enforceable against the Lessee in case Maui Wowi, its parent, subsidiaries or affiliates open a location within a restricted area. 5. Assignment. Lessee shall have the right to assign all of its right, title and interest in the Lease to Maui Wowi or its parent, subsidiary, affiliate, or another franchisee, at any time during the term of the Lease, including any extensions or renewals thereof, without first obtaining Lessors consent in accordance with the Collateral Assignment of Lease attached hereto as Attachment VIII-1 (the Collateral Assignment). However, no assignment shall be effective until the time as Maui Wowi or its designated affiliate gives Lessor written notice of its acceptance of the assignment, and nothing contained herein or in any other document shall constitute Maui Wowi or its designated transferee a party to the Lease, or guarantor thereof, and shall not create any liability or obligation of Maui Wowi or its designated transferee unless and until the Lease is assigned to, and accepted in writing by, Maui Wowi or its designated transferee. In the event of any assignment, Lessee shall remain liable under the terms of the Lease. Maui Wowi shall have the right to reassign the Lease to another franchisee without the Landlords consent in accordance with this Section.

B-VIII

6.

Default and Notice.

a) In the event there is a default or violation by Lessee under the terms of the Lease, Lessor shall give Lessee and Maui Wowi written notice of the default or violation within a reasonable time after Lessor receives knowledge of its occurrence. If Lessor gives Lessee a default notice, Lessor shall contemporaneously give Maui Wowi a copy of the notice. Maui Wowi shall have the right, but not the obligation, to cure the default. Maui Wowi will notify Lessor whether it intends to cure the default and take an automatic assignment of Lessees interest as provided in the Collateral Assignment. Maui Wowi will have an additional 15 days from the expiration of Lessees cure period in which it may exercise the option, but it is not obligated, to cure the default or violation. b) All notices to Maui Wowi shall be sent by registered or certified mail, postage prepaid, to the following address: Maui Wowi Franchising, Inc. 5445 DTC Parkway, Suite 1050 Greenwood Village, CO 80111 Phone: (303) 781-7800 Fax: (303) 781-2438 Maui Wowi may change its address for receiving notices by giving Lessor written notice of the new address. Lessor agrees that it will notify both Lessee and Maui Wowi of any change in Lessors mailing address to which notices should be sent. c) Following Maui Wowis approval of the Lease, Lessee agrees not to terminate, or in any way alter or amend the same during the term of the Franchise Agreement, including any renewal thereof, without Maui Wowis prior written consent, and any attempted termination, alteration or amendment shall be null and void and have no effect as to Maui Wowis interests thereunder; and a clause to the effect shall be included in the Lease. 7. Termination or Expiration.

a) Upon Lessees default and failure to cure the default within the applicable cure period, if any, under either the Lease or the Franchise Agreement, Maui Wowi will, at its option, have the right, but not the obligation, to take an automatic assignment of Lessees interest and at any later time to re-assign the Lease to a new franchisee without Landlords consent and to be fully released from any and all liability to Landlord upon the reassignment, provided the franchisee agrees to assume Lessees obligations and the Lease. b) Upon the expiration or termination of either the Lease or the Franchise Agreement, Landlord will cooperate with and assist Maui Wowi in securing possession of the Premises and if Maui Wowi does not elect to take an assignment of the Lessees interest, Lessor will allow Maui Wowi to enter the Premises, without being guilty of trespass and without incurring any liability to Lessor, to remove all signs, awnings, and all other items identifying the Premises as a MAUI WOWI Business and to make other modifications (such as repainting) as are reasonably necessary to protect the MAUI WOWI marks and system, and to distinguish the Premises from a MAUI WOWI Business. In the event Maui Wowi exercises its option to purchase assets of Lessee, Lessor shall permit Maui Wowi to remove all the assets being purchased by Maui Wowi. 8. Consideration; No Liability.

a) Lessor hereby acknowledges that the provisions of this Addendum to Lease are required pursuant to the Franchise Agreement under which Lessee plans to operate its business and Lessee
B-VIII

would not lease the Premises without this Addendum. Lessor also hereby consents to the Collateral Assignment from Lessee to Maui Wowi as evidenced by Attachment VIII-1. b) Lessor further acknowledges that Lessee is not an agent or employee of Maui Wowi and Lessee has no authority or power to act for, or to create any liability on behalf of, or to in any way bind Maui Wowi or any affiliate of Maui Wowi, and that Lessor has entered into this Addendum to Lease with full understanding that it creates no duties, obligations or liabilities of or against Maui Wowi or any affiliate of Maui Wowi. 9. Sales Reports. If requested by Maui Wowi, Lessor will provide Maui Wowi with whatever reports, information or data Lessor has regarding Lessees sales from its MAUI WOWI Business. 10. Amendments. No amendment or variation of the terms of the Lease or this Addendum to the Lease shall be valid unless made in writing and signed by the parties hereto. 11. Reaffirmation of Lease. Except as amended or modified herein, all of the terms, conditions and covenants of the Lease shall remain in full force and effect and are incorporated herein by reference and made a part of this Agreement as though copies herein in full. 12. Beneficiary. Lessor and Lessee expressly agree that Maui Wowi is a third party beneficiary of this Addendum. IN TESTIMONY WHEREOF, witness the signatures of the parties hereto as of the day, month and year first written above. LESSOR: ________________________________ By: _____________________________ Title: ____________________________ LESSEE: _______________________________ By:____________________________ Title: __________________________

B-VIII

ATTACHMENT VIII-1 TO FRANCHISE AGREEMENT COLLATERAL ASSIGNMENT OF LEASE FOR VALUE RECEIVED, as of the ___ day of _____, 20____ (Effective Date), the undersigned, _________________________, (Assignor) hereby assigns, transfers and sets over unto Maui Wowi Franchising, Inc. (Assignee) all of Assignors right, title and interest as tenant, in, to and under that certain lease, a copy of which is attached hereto as Exhibit A (Lease) with respect to the premises located at __________________________________. This Collateral Assignment of Lease (Collateral Assignment) is for collateral purposes only and except as specified herein, Assignee shall have no liability or obligation of any kind whatsoever arising from or in connection with this Collateral Assignment unless Assignee shall take possession of the premises demised by the Lease pursuant to the terms hereof and shall assume the obligations of Assignor thereunder. Assignor represents and warrants to Assignee that it has full power and authority to so assign the Lease and its interest therein and that Assignor has not previously, and is not obligated to, assign or transfer any of its interest in the Lease or the premises demised thereby. Upon a default by Assignor under the Lease or under that certain franchise agreement for a MAUI WOWI Business between Assignee and Assignor (Franchise Agreement), or in the event of a default by Assignor under any document or instrument securing the Franchise Agreement, Assignee shall have the right and is hereby empowered to take possession of the premises demised by the Lease, expel Assignor therefrom, and, in the event, Assignor shall have no further right, title or interest in the Lease. Assignor agrees it will not suffer or permit any surrender, termination, amendment or modification of the Lease without the prior written consent of Assignee. Through the term of the Franchise Agreement and any renewals thereto, Assignor agrees that it shall elect and exercise all options to extend the term of or renew the Lease at least 30 days before the last day that said option must be exercised, unless Assignee otherwise agrees in writing. Upon failure of Assignee to otherwise agree in writing, and upon failure of Assignor to so elect to extend or renew the Lease as stated herein, Assignor hereby irrevocably appoints Assignee as its true and lawful attorney-in-fact, which appointment is coupled with an interest, to exercise the extension or renewal options in the name, place and stead of Assignor for the sole purpose of effecting the extension or renewal. IN WITNESS WHEREOF, Assignor and Assignee have signed this Collateral Assignment of Lease as of the Effective Date first above written. ASSIGNOR: ASSIGNEE: MAUI WOWI FRANCHISING, INC.

By: Title:

By: Title:

B-VIII

EXHIBIT A
LEASE WITH RESPECT TO PREMISES LOCATED AT: ____________________________________________________

(To Be Attached)

B-VIII

OPERATING UNIT RIDERS

TO FRANCHISE AGREEMENT

MOBILE OPERATING UNIT RIDER TO MAUI WOWI FRANCHISING, INC. FRANCHISE AGREEMENT THIS RIDER (the Rider) is entered into and made effective as of the date set forth on the signature page hereof, by and between Maui Wowi Franchising, Inc. (Maui Wowi) and the franchisee named on the signature page of this Rider (Franchisee). This Rider relates to that certain Maui Wowi Franchising, Inc. Franchise Agreement dated _______________, 20___ (Agreement), and supplements the terms of the Agreement in relation to the Mobile Operating Unit addressed herein. To the extent this Rider conflicts with the terms of the Agreement, the terms of this Rider shall control. 1. Rider Number. Depending on the type of franchise acquired by Franchisee, Franchisee may be authorized to operate more than one Operating Unit. Each Operating Unit is evidenced by an Operating Unit Rider. This Rider evidences the _____ Operating Unit of _______ total Operating Units Franchisee is authorized to open and operate. 2. Defined Terms. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement. 3. Type of Operating Unit. Franchisee and Maui Wowi agree that pursuant to the Agreement and for one of Franchisees MAUI WOWI Operating Units which Franchisee is authorized to operate under the Agreement and the Addendum to the Agreement, Franchisee will open and operate a (check one): MAUI WOWI Catering Cart Operating Unit (the Catering Cart); provided, Franchisees initial Operating Unit may not be a Catering Cart. MAUI WOWI Kaanapali Cart Operating Unit (the Kaanapali Cart). MAUI WOWI Event Concession Trailer Operating Unit (the Event Concession Trailer).

The Catering Cart, Kaanapali Cart and Event Concession Trailer shall collectively be referred to herein as the Mobile Operating Units or individually as a Mobile Operating Unit. 4. Operating Unit Operations. Franchisee and Maui Wowi agree that the Mobile Operating Unit will be operated from (check one): Events (Paragraph 6 below shall not apply). Permanent Sites (Paragraph 5 below shall not apply).

The remaining paragraphs of this Rider shall apply to the Mobile Operating Unit. 5. Events. If Franchisee elects to operate the Mobile Operating Unit from Events, the following provisions shall apply: a. Subject to subpart b. below, Franchisee shall select its own Events at which to operate its Mobile Operating Unit. However, Franchisee may elect to operate its Mobile Operating Unit at an Event which Maui Wowi has previously secured and made available to Franchisee or other franchisees of Maui Wowi. Maui Wowi has no obligation to locate Events for Franchisee or to offer such Events to Franchisee. Scheduling of Events is the sole responsibility of Franchisee.

b. Subject to the approval of Maui Wowi, Franchisee may operate at any Event except for a Protected Event, as defined below, of another franchisee. Franchisee may protect one or more Events at which Franchisee is operating its Mobile Operating Unit as set forth below in subpart c. If Franchisee establishes an Event as a Protected Event, it shall also have a right of first refusal to add additional Mobile Operating Units at the Event, provided Franchisee is in good standing, follows Maui Wowis stated process for posting Event information onto Maui Wowis current intranet system, and has the right either to acquire additional Mobile Operating Units or to expand the MAUI WOWI Product offering at the Event. By way of example only, if Franchisee has a Protected Event and is only operating one Mobile Operating Unit (a Kaanapali Cart or Event Concession Trailer) and is only selling smoothies, and the event coordinator wishes to have three Mobile Operating Units selling smoothies plus nutritional supplements, Hawaiian coffee and espressos, then Franchisee shall have the first right to fulfill the Event coordinators needs. However, Franchisee acknowledges and agrees that should it elect to forego the opportunity to expand either the product offering or the number of Mobile Operating Units at the Event, or should Franchisee not be able to increase the number of Mobile Operating Units at the Event because it does not have the right to open and operate additional Mobile Operating Units, Maui Wowi may appoint itself, any of its Affiliates, or another franchisee to fulfill the Event coordinators needs, and the party who fulfills that need may apply for Protected Event status covering its participation at the Event. c. A Protected Event is an Event for which a franchisee: (1) obtains a written contract to operate one or more Mobile Operating Units at the Event with the appropriate Event personnel; (2) operates a Mobile Operating Unit at the most recent occurrence of the Event; (3) posts required information regarding the Event on Maui Wowis current intranet system and submits, annually, Maui Wowis Standard Event Protection form, which shall contain the Event dates, name and contact information for the organizer, costs, number of Mobile Operating Units desired by the organizer, and expected crowds, and receives Maui Wowis approval; and (4) maintains protection of the Event by operating one or more Mobile Operating Units at each occurrence of the Protected Event, continuing to have the approval of the appropriate Event personnel, complying with the procedures set forth in the Library of Operating Manuals, and doing nothing to cause Maui Wowi to revoke the Protected Event status. d. Franchisee may not transfer its rights to a Protected Event to another franchisee, without prior written consent of Maui Wowi. If a Protected Event Franchisee is transferring franchise rights pursuant to Article 12 of the Agreement, the rights in any Protected Event may be transferred as well, if the transfer fully complies with Article 12. e. Franchisee must furnish Maui Wowi with monthly reports listing all Events at which Franchisee operated its Mobile Operating Unit (an Event Report). An Event Report must include the name of the Event, the sponsor of the Event, the address of the Event, the date of the Event, the hours of operation of the Mobile Operating Unit at the Event, a statement of Franchisees gross revenues from the Event, and the name and contact information of the Event coordinator or organizer. Franchisee must also post certain required information regarding the Event on Maui Wowis current intranet system. The information provided on the Event Report must match the information submitted on Maui Wowis current intranet system. f. In operating its Mobile Operating Unit, Franchisee may, but is not required to, use an electronic cash register or point-of-sale system. If Franchisee chooses to use an electronic cash register or point-of-sale system, Franchisee will be required to use the system designated by Maui Wowi. If Franchisee chooses to use an electronic cash register or point-of-sale system, Franchisee is required to pay the system provider the purchase price for the system, and, beginning one year after the purchase of the system, obtain an annual software maintenance, support, and upgrade contract and pay the monthly fee for such contract. The purchase price and monthly fees for the software maintenance, support, and upgrade contract are determined by the provider of the system, and not by Maui Wowi, and, accordingly, the same may be adjusted from time to time by the provider. Maui Wowi reserves the right to require Franchisee to use an electronic cash register or point-of-sale system designated by Maui Wowi for use in the Mobile Operating Unit (which Maui Wowi may require Franchisee to lease, rent, or purchase), to change the required point-of-sale system and to require Franchisee to use and purchase other computer hardware or software in the future in the Mobile Operating Unit,
MW FDD Unit Rider Page 2 3.22.11

in which event Franchisee shall purchase such hardware or software within 30 days after being instructed to do so by Maui Wowi. Maui Wowi reserves the right to require that Franchisee participate in the gift card program by purchasing custom gift cards from Maui Wowi, its Affiliate, or a designated supplier, offering gift cards for sale at the Mobile Operating Unit, and honoring Maui Wowi gift cards, in compliance with the specifications established by Maui Wowi. 6. Permanent Sites. If Franchisee elects to operate the Mobile Operating Unit from a Permanent Site, the following provisions shall apply: a. Franchisee shall obtain Maui Wowis prior written approval for the Permanent Site at which Franchisee will operate its Mobile Operating Unit. Franchisee shall not operate its Mobile Operating Unit at any location outside of the selected and approved Permanent Site without prior written approval of Maui Wowi. For a Permanent Site to be considered, Franchisee must complete and submit a Site Submittal Workbook regarding the Permanent Site prior to signing a letter of intent related to the lease of the Permanent Site (Letter of Intent), and submit photographs of the Permanent Site, and any other materials that Maui Wowi may request. Maui Wowi will not approve any sites that do not meet Maui Wowis criteria or are deemed by Maui Wowi to be too close to an existing Permanent Site of an Operating Unit of another franchisee. Franchisee acknowledges and agrees that Franchisee is not granted exclusive or protected rights to any particular geographic area or territory, and is not granted the exclusive right to any particular markets or customers. However, Maui Wowi will consider the proximity of Franchisees Mobile Operating Unit when evaluating the Permanent Site of another franchisee submitted for Maui Wowis approval. For the proximity of an existing Permanent Site to be considered, the franchisee operating an Operating Unit at that Permanent Site must not be in default of its franchise agreement and must be operating in good standing. Maui Wowi may also consider criteria such as the demographics of the area of the Permanent Site. The Maui Wowi Real Estate Department will continually update the other criteria it considers and will share this information with Franchisee as developed. The Maui Wowi Real Estate Department will make its decision whether to approve or disapprove of a Permanent Site within 15 days of the submission of the above listed materials, and all decisions, once made, shall be considered final. b. The initial Letter of Intent and the lease for the Permanent Site at which Franchisee seeks to operate the Mobile Operating Unit must be approved in writing by Maui Wowi before being executed. Franchisee shall submit to Maui Wowi for Maui Wowis approval the Letter of Intent and lease related to the Permanent Site, and any other materials related to the lease that Maui Wowi may request. Factors Maui Wowi may consider when reviewing the Letter of Intent and lease include the monthly payments and signage and/or dcor restrictions, or any other factors that affect the System and its brand identity. Maui Wowi may sign the lease for the Permanent Site and sublease to the Franchisee or may require that the lease be negotiated and/or signed by Franchisee. Any sublease to Franchisee will be on the same terms and conditions as the master lease, except that Maui Wowi may impose a security deposit. Any landlord charge-backs shall be paid by Franchisee. Maui Wowi will provide Franchisee will guidance in connection with the purchase or lease of a suitable Permanent Site. Maui Wowi will approve or disapprove of the Letter of Intent and the lease within five business days of the submission of the Letter and Intent and the lease and any other requested materials. If Maui Wowi does not approve or disapprove the Letter of Intent or the lease within five business days, the Letter of Intent or the lease will be deemed disapproved. If Maui Wowi disapproves of a Letter of Intent or a lease, Franchisee will need to locate another Permanent Site and receive Maui Wowis acceptance of the Letter of Intent and lease for the alternative Permanent Site. Franchisee must execute the lease for a Permanent Site, at Franchisees expense, within 60 days after Maui Wowi approves the lease, unless Maui Wowi chooses to sign the lease and sublease to Franchisee. Contemporaneously with the lease for the Permanent Site at which the Mobile Operating Unit will be operated, Franchisee and the lessor shall agree to and execute the Addendum to Lease, attached as Attachment VIII to the Franchise Agreement, and Franchisee and Maui Wowi shall agree to and execute the Collateral Assignment of Lease, attached as Attachment VIII-1 to the Franchise Agreement. Franchisee must provide to Maui Wowi the names and contact information for the landlord and/or management companies of any Permanent Site as applicable. Maui Wowi reserves the right to contact the landlord and/or management company for the purposes of assessing Franchisees performance and customer satisfaction. Franchisee acknowledges that Franchisee has the ultimate responsibility in choosing and obtaining the
MW FDD Unit Rider Page 3 3.22.11

Permanent Site for Franchisees Operating Unit. Maui Wowis consultation and approval of the Permanent Site, the Letter of Intent and the lease is not a promise or guarantee that the Operating Unit or the location will be successful or profitable. Franchisee agrees to indemnify, defend and hold harmless the Indemnified Parties against, and to reimburse them for all claims, obligations and damages described in Section 7.12 of the Agreement, all third party obligations and all claims and liabilities directly or indirectly related to Maui Wowis approval or failure to approve any Permanent Site, Letter of Intent or lease. c. Franchisee shall not relocate its Mobile Operating Unit from the approved Permanent Site to another Permanent Site without the prior written approval of Maui Wowi. If Maui Wowi approves Franchisee to relocate it Mobile Operating Unit, Franchisee shall comply with the above provisions related to obtaining approval for a Permanent Site and the lease for a Permanent Site when relocating, and shall provide to Maui Wowi a Site Submittal Workbook regarding the new Permanent Site, photographs of the new Permanent Site, a budget for construction, a break-even analysis, the proposed lease, and any further materials Maui Wowi may request. d. In operating its Mobile Operating Unit, Franchisee is required to purchase and use the point-of-sale system designated by Maui Wowi. Franchisee is required to pay the system provider the purchase price for the system, and, beginning one year after the purchase of the system, obtain an annual software maintenance, support, and upgrade contract and pay the monthly fee for such contract. The purchase price and monthly fees for the software maintenance, support, and upgrade contract are determined by the provider of the system, and not by Maui Wowi, and, accordingly, the same may be adjusted from time to time by the provider. Maui Wowi reserves the right to change the required point-of-sale system and to require Franchisee to use and purchase other computer hardware or software in the future, in which event Franchisee shall purchase such hardware or software within 30 days after being instructed to do so by Maui Wowi. 7. Services Provided by Maui Wowi Before Opening of Operating Unit. In additional to preopening services to be provided by Maui Wowi as set forth in Section 6.1 of the Agreement, Maui Wowi or its designees shall provide the following services to Franchisee related to its Mobile Operating Unit: a. Operating Unit; b. c. Unit; d. Provide advice on the amount of the initial inventory of MAUI WOWI Products to be purchased by Franchisee from its approved suppliers; and e. Provide Franchisee with criteria for acceptable Events, but Franchisee is solely responsible for selecting its own Events. Maui Wowi disclaims any liability related to Franchisees selection, negotiation, and acquisition of Events. 8. Additional Obligations of Franchisee. In addition to those obligations of Franchisee set forth in Article 7 of the Agreement, Franchisee shall have the following obligations in relation to the Mobile Operating Unit: a. Franchisee agrees to purchase its Mobile Operating Unit and all necessary initial MAUI WOWI Products and Equipment (including the Hawaiian coffee program equipment) from Maui Wowis Affiliate and approved suppliers upon the signing of this Rider; provided, however, if such Mobile Operating Unit is Franchisees initial Operating Unit, Franchisee shall purchase the Mobile Operating Unit within two weeks of the signing of the Franchise Agreement. Such initial Operating Unit may not be a Catering Cart.
MW FDD Unit Rider Page 4 3.22.11

Assist Franchisee with ordering, through Maui Wowis Affiliates, the Mobile Provide advice about how to use the Mobile Operating Unit; Provide advice on the specifications for the design and layout of the Mobile Operating

9. Termination. This Rider and Franchisees right to operate the Mobile Operating Unit hereunder shall terminate as of the date of termination of the Agreement, regardless of when this Rider is executed. The parties have executed this Rider to be made effective as of the ___ day of __________________, 20___. MAUI WOWI: MAUI WOWI FRANCHISING, INC. By: Title: Date: FRANCHISEE:

Individually Print Name: Date: OR, if a corporation, partnership or other business entity: Company Name By: Title: Date:

MW FDD Unit Rider

Page 5

3.22.11

FIXED OPERATING UNIT OPERATING UNIT RIDER TO MAUI WOWI FRANCHISING, INC. FRANCHISE AGREEMENT THIS RIDER (the Rider) is entered into and made effective as of the date set forth on the signature page hereof, by and between Maui Wowi Franchising, Inc. (Maui Wowi) and the franchisee named on the signature page of this Rider (Franchisee). This Rider relates to that certain Maui Wowi Franchising, Inc. Franchise Agreement dated _______________, 20____ (Agreement), and supplements the terms of the Agreement in relation to the Fixed Operating Unit addressed herein. To the extent this Rider conflicts with the terms of the Agreement, the terms of this Rider shall control. 1. Rider Number. Depending on the type of franchise acquired by Franchisee, Franchisee may be authorized to operate more than one Operating Unit. Each Operating Unit is evidenced by an Operating Unit Rider. This Rider evidences the _____ Operating Units of _______ total Operating Units Franchisee is authorized to open and operate. 2. Defined Terms. All capitalized terms not otherwise defined herein shall have the meaning ascribed to it in the Agreement. 3. Type of Operating Unit. Franchisee and Maui Wowi agree that pursuant to the Agreement and for one of Franchisees MAUI WOWI Operating Units which Franchisee is authorized to operate under the Agreement and the Addendum to the Agreement, Franchisee will open and operate a (check one): MAUI WOWI Fixed Kiosk Operating Unit (the Fixed Kiosk). MAUI WOWI Retail Store Operating Unit (the Retail Store), which shall be a In Line Location; Stand-Alone Location; or Other, describe _________________________________________.

The Fixed Kiosk and Retail Store shall collectively be referred to herein as the Fixed Operating Units or individually as a Fixed Operating Unit. 4. Permanent Sites. Franchisee shall obtain Maui Wowis prior written approval for the Permanent Site at which Franchisee will operate its Fixed Operating Unit. Franchisee shall not operate its Fixed Operating Unit at any location outside of the selected and approved Permanent Site without prior written approval of Maui Wowi. For a Permanent Site to be considered, Franchisee must complete and submit a Site Submittal Workbook regarding the Permanent Site prior to signing a letter of intent related to the lease of the Permanent Site (Letter of Intent), and submit photographs of the Permanent Site, a budget for buildout, if any, a break-even analysis, and other materials that Maui Wowi may request. Maui Wowi will not approve any sites that do not meet Maui Wowis criteria or are deemed by Maui Wowi to be too close to an existing Permanent Site of a Fixed Operating Unit of another franchisee. Franchisee acknowledges and agrees that Franchisee is not granted exclusive or protected rights to any particular geographic area or territory, and is not granted the exclusive right to any particular markets or customers. However, Maui Wowi will consider the proximity of Franchisees Fixed Operating Unit when evaluating the Permanent Site of another franchisee submitted for Maui Wowis approval. For the proximity of an existing Permanent Site to be considered, the franchisee operating an Operating Unit at that Permanent Site must not be in default of its franchise agreement and must be operating in good standing. Maui Wowi may also consider criteria such as the demographics of the area of the Permanent Site. The Maui Wowi Real Estate Department will continually update the other criteria it considers and will share this information with Franchisee as developed. The Maui Wowi Real Estate

Department will make its decision whether to approve or disapprove of a Permanent Site within 15 days of the submission of the above listed materials, and all decisions, once made, shall be considered final. 5. Letter of Intent and Lease for Permanent Sites. The initial Letter of Intent and the lease for the Permanent Site at which Franchisee seeks to operate the Fixed Operating Unit must be approved in writing by Maui Wowi before being executed. Franchisee shall submit to Maui Wowi for Maui Wowis approval the Letter of Intent and lease related to the Permanent Site, and any other materials related to the lease that Maui Wowi may request. Factors Maui Wowi may consider when reviewing the Letter of Intent and lease include the monthly payments and signage and/or dcor restrictions, or any other factors that affect the System and its brand identity. Maui Wowi may sign the lease for the Permanent Site and sublease to the Franchisee or may require that the lease be negotiated and/or signed by Franchisee. Any sublease to Franchisee will be on the same terms and conditions as the master lease, except that Maui Wowi may impose a security deposit. Any landlord charge-backs shall be paid by Franchisee. Maui Wowi will provide Franchisee will guidance in connection with the purchase or lease of a suitable Permanent Site. Maui Wowi will approve or disapprove of the Letter of Intent and the lease within five business days of the submission of the Letter and Intent and the lease and any other requested materials. If Maui Wowi does not approve or disapprove the Letter of Intent or the lease within five business days, the Letter of Intent or the lease will be deemed disapproved. If Maui Wowi disapproves of a Letter of Intent or a lease, Franchisee will need to locate another Permanent Site and receive Maui Wowis acceptance of the Letter of Intent and lease for the alternative Permanent Site. Franchisee must execute the lease for a Permanent Site, at Franchisees expense, within 60 days after Maui Wowi approves the lease, unless Maui Wowi chooses to sign the lease and sublease to Franchisee. Contemporaneously with the lease for the Permanent Site at which the Fixed Operating Unit will be operated, Franchisee and the lessor shall agree to and execute the Addendum to Lease, attached as Attachment VIII to the Franchise Agreement, and Franchisee and Maui Wowi shall agree to and execute the Collateral Assignment of Lease, attached as Attachment VIII-1 to the Franchise Agreement. Franchisee must provide to Maui Wowi the names and contact information for the landlord and/or management companies of any Permanent Site as applicable. Maui Wowi reserves the right to contact the landlord and/or management company for the purposes of assessing Franchisees performance and customer satisfaction. Franchisee acknowledges that Franchisee has the ultimate responsibility in choosing and obtaining the Permanent Site for Franchisees Operating Unit. Maui Wowis consultation and approval of the Permanent Site, the Letter of Intent and the lease is not a promise or guarantee that the Operating Unit or the location will be successful or profitable. Franchisee agrees to indemnify, defend and hold harmless the Indemnified Parties against, and to reimburse them for all claims, obligations and damages described in Section 7.12 of the Agreement, all third party obligations and all claims and liabilities directly or indirectly related to Maui Wowis approval or failure to approve any Permanent Site, Letter of Intent or lease. 6. Relocation of Permanent Site. Franchisee shall not relocate its Fixed Operating Unit from an approved Permanent Site without the prior written approval of Maui Wowi. If Maui Wowi approves Franchisee to relocate it Fixed Operating Unit, Franchisee shall comply with the above provisions related to obtaining approval for a Permanent Site and the lease for a Permanent Site when relocating, and shall provide to Maui Wowi a Site Submittal Workbook regarding the new Permanent Site, photographs of the new Permanent Site, a budget for construction, a break-even analysis, the proposed lease, and any further materials Maui Wowi may request. 7. Services Provided by Maui Wowi Before Opening of Operating Unit. In additional to preopening services to be provided by Maui Wowi to Franchisee as set forth in Section 6.1 of the Agreement, Maui Wowi or its designees shall provide the following services to Franchisee related to its Fixed Operating Unit: a. Provide Franchisee with location assistance for the Fixed Operating Unit, including site selection, site evaluation, lease review, and construction and project management; b. In regards to the Fixed Kiosk, assist Franchisee with ordering, through Maui Wowis Affiliates, the Fixed Kiosk Operating Unit and provide advice on how to use the Fixed Kiosk;
MW FDD Unit Rider Page 2 3.22.11

c. Provide Franchisee with criteria for acceptable Permanent Sites for the Fixed Operating Unit, but Franchisee is solely responsible for selecting its own Permanent Site and submitting to Maui Wowi for Maui Wowis approval the lease or purchase contract related to the Permanent Site. Maui Wowi disclaims any liability related to Franchisees selection, negotiation and acquisition of Permanent Sites; d. Unit; e. Provide advice on the amount of the initial inventory of MAUI WOWI Products to be purchased by Franchisee from its approved suppliers; f. Provide Franchisee with the specifications for design and construction of a Fixed Operating Unit purchased by Franchisee from Maui Wowis Affiliate or approved supplier; g. At Franchisees request, Franchisee may elect to locate the Fixed Operating Unit in a Permanent Site previously secured by Maui Wowi or its Affiliate of Maui Wowi and made available to Franchisee or other franchisees of Maui Wowi (Negotiated Location). Prior to making the Negotiated Location available to Franchisee, Maui Wowi shall have negotiated the business terms for the Negotiated Location and memorialized said business terms in a letter of intent (Negotiated Letter of Intent). Franchisee shall be provided with a copy of the Negotiated Letter of Intent prior to committing to the Negotiated Location in writing. Franchisee understands and acknowledges that Franchisee or Franchisees attorney shall be solely responsible for negotiating the legal terms of any lease related to a Negotiated Location acquired by Franchisee; and h. If Franchisee is opening its first Fixed Operating Unit, Maui Wowi may, in its sole discretion, provide additional initial training, which Franchisee must attend and successfully complete. 8. Additional Obligations of Franchisee. In addition to those obligations of Franchisee listed in Article 7 of the Agreement, Franchisee shall have the following obligations in relation to the Fixed Operating Unit: a. Franchisee shall pay Maui Wowis Affiliate, upon execution of this Rider, a nonrefundable fee (Launch Fee) of $10,000.00, and use vendors designated by Maui Wowi or its Affiliates for location, development, and construction of the Fixed Operating Unit, including but not limited to designated architects, real estate brokers, millwork and equipment suppliers, construction service providers, and contractors. The Launch Fee does not include payment of architect fees. Franchisee is responsible for any amount owed to the architect. The Launch Fee is paid as consideration for the assistance provided by Maui Wowi as stated in Section 7.a of this Rider. If Franchisee has purchased an Empire Builder franchise, and this Fixed Operating Unit is the second Fixed Operating Unit that Franchisee will be operating under the Franchise Agreement, the Launch Fee shall be reduced by 50 percent. If Franchisee has purchased an Empire Builder franchise, and this Fixed Operating Unit is the third or later Fixed Operating Unit that Franchisee will be operating under the Franchise Agreement, the Launch Fee shall be waived. The Launch Fee shall not be refundable in whole or in part under any circumstances. The Launch Fee will not be refundable in whole or in part under any circumstances. However, if Franchisee requests, executes and delivers an Operating Unit Rider to open a Mobile Operating Unit within 9 months after execution of this Rider, the amount of the Launch Fee paid, less the amount of any out-of-pocket expenses incurred by Maui Wowi in rendering the location assistance services described above and an amount determined by Maui Wowi in its sole discretion as a fee for the performance of such services through the date of Franchisees written request, will be applied toward the purchase price of the Mobile Operating Unit. b. Franchisee agrees to appoint Maui Wowi as the Construction Manager for the construction and buildout of its Fixed Operating Unit. Franchisee acknowledges the value in the consistent
MW FDD Unit Rider Page 3 3.22.11

Provide advice on the specifications for the design and layout of a Fixed Operating

presentation of the MAUI WOWI Trade Dress and the need for conformity in the marketing presentation of the System. c. Franchisee agrees to purchase certain materials, equipment and dcor necessary to construct the Fixed Operating Unit and the required initial and ongoing MAUI WOWI Products, and MAUI WOWI Supplies and Equipment (including the Hawaiian coffee program equipment and Espresso program equipment) from Maui Wowis Affiliates and approved suppliers. 9. Electronic Information, Communications, and Computer Systems. In operating its Fixed Operating Unit, Franchisee is required to purchase and use the point-of-sale system designated by Maui Wowi. Franchisee is required to pay the system provider the purchase price for the system, and, beginning one year after the purchase of the system, obtain an annual software maintenance, support, and upgrade contract and pay the monthly fee for such contract. The purchase price and monthly fees for the software maintenance, support, and upgrade contract are determined by the provider of the system, and not by Maui Wowi, and, accordingly, the same may be adjusted from time to time by the provider. Maui Wowi reserves the right to change the required point-of-sale system and to require Franchisee to use and purchase other computer hardware or software in the future, in which event Franchisee shall purchase such hardware or software within 30 days after being instructed to do so by Maui Wowi. 10. Termination. This Rider and Franchisees right to operate the Fixed Operating Unit hereunder shall terminate as of the date of termination of the Agreement, regardless of when this Rider is executed. [SIGNATURES APPEAR ON FOLLOWING PAGE]

MW FDD Unit Rider

Page 4

3.22.11

The parties have executed this Rider to be made effective as of the ___ day of __________________, 20___. MAUI WOWI: MAUI WOWI FRANCHISING, INC. By: Title: Date: FRANCHISEE:

Individually Print Name: Date: OR, if a corporation, partnership or other business entity: Company Name By: Title: Date:

MW FDD Unit Rider

Page 5

3.22.11

STATE RIDERS
TO FRANCHISE AGREEMENT

RIDERS TO THE FRANCHISE AGREEMENT FOR SPECIFIC STATES If any one of the following Riders to the Franchise Agreement for Specific States (Riders) is checked as an Applicable Rider below, then that Rider shall be incorporated into the Franchise Agreement entered into by Maui Wowi Franchising, Inc. and the undersigned Franchisee. To the extent any terms of an Applicable Rider conflict with the terms of the Franchise Agreement, the terms of the Rider shall supersede the terms of the Franchise Agreement. Applicable Rider Illinois Indiana Maryland Minnesota New York North Dakota Rhode Island Washington Wisconsin

MAUI WOWI: MAUI WOWI FRANCHISING, INC. By: Title: Date:

FRANCHISEE:

Individually Print Name: Date: OR, if a corporation, partnership or other business entity: Company Name By: Title: Date:

ILLINOIS RIDER TO THE FRANCHISE AGREEMENT 1. Section 15.5 of the Franchise Agreement is deleted in its entirety and the following is substituted in its place: All Claims between Maui Wowi and Franchisee shall be governed by the Federal Arbitration Act and no procedural arbitration issues are to be resolved pursuant to any state statutes, regulations or common law. Except to the extent governed by the FAA, the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.), or other federal law, all matters regarding this Agreement arising out of the Illinois Franchise Disclosure Act of 1987 (815 ILCS 705/1-44) shall be governed by Illinois law. 2. The following is hereby added at the end of Article 16 of the Franchise Agreement:

Any condition, stipulation, or provision purporting to bind Franchisee to waive compliance with any provision of the Illinois Franchise Disclosure Act or any other law of the State of Illinois is void. 3. Section 16.15 of the Franchise Agreement is deleted in its entirety and the following is substituted in its place: BEFORE SIGNING THIS AGREEMENT, FRANCHISEE SHOULD READ IT CAREFULLY WITH THE ASSISTANCE OF LEGAL COUNSEL. FRANCHISEE ACKNOWLEDGES THAT THE SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED HEREIN INVOLVES SUBSTANTIAL RISKS AND DEPENDS UPON FRANCHISEES ABILITY AS AN INDEPENDENT BUSINESSPERSON AND ITS ACTIVE PARTICIPATION IN THE DAILY AFFAIRS OF THE BUSINESS. INDIANA RIDER TO THE FRANCHISE AGREEMENT 1. The following is hereby added at the end of Section 1.5 of the Franchise Agreement:

Indiana law prohibits Maui Wowi from establishing a Maui Wowi-owned outlet engaged in a substantially identical business within Franchisees territory, or if no exclusive territory is designated, that competes unfairly with Franchisee within a reasonable area. 2. Agreement: The following is hereby added at the end of Sections 2.2.4, 4.2 and 12.3.7 of the Franchise

Any release executed in connection herewith will not apply to any claims that may arise under the Indiana Franchise Disclosure Law and the Indiana Deceptive Franchise Practices Act. 3. Section 14.2 of the Franchise Agreement is hereby deleted in its entirety and the following is substituted in its place: 14.2 Post-Termination Covenant Not to Compete. Upon termination or expiration of this Agreement for any reason, Franchisee and its officers, directors, shareholders, and/or partners agree that, for two years commencing on the effective date of termination or expiration, or the date on which Franchisee ceases to conduct business, whichever is later, neither Franchisee, any manager of the Business, nor Franchisees officers, directors, shareholders, managers, members and/or partners will have any direct or indirect interest (through any immediate family member of Franchisee or its owners or otherwise) as a disclosed or beneficial owner, investor, partner, director, officer, employee, consultant, representative or agent or in any other capacity in any Competitive Business, as defined above, located or operating within a five-mile radius of Franchisees Permanent Site or Event(s). The restrictions of this Section will not be applicable to the ownership of shares of a class of securities
2

listed on a stock exchange or traded on the over-the-counter market that represent 2 percent or less of the number of shares of that class of securities issued and outstanding. Franchisee and its officers, directors, shareholders, managers, members and/or partners expressly acknowledge that they possess skills and abilities of a general nature and have other opportunities for exploiting such skills. Consequently, enforcement of the covenants made in this Section will not deprive them of their personal goodwill or ability to earn a living. 4. Section 15.2 of the Franchise Agreement is hereby deleted in its entirety and the following is substituted in its place: 15.2 Arbitration. If the Claims listed in Section 15.1 are not resolved by mediation, they shall be submitted for final and binding arbitration to the Denver, Colorado office of JAG on demand of either party. Such arbitration proceedings shall be conducted in the State of Indiana, and shall be heard by one arbitrator in accordance with the then current Commercial Arbitration Rules of JAG. The arbitrator shall be a resident of the State of Colorado and fluent in English. Any party to an arbitration proceeding may apply to the arbitrator for reasonable discovery from the other. In this Agreement, reasonable discovery means a party may submit no more than 10 interrogatories, including subparts, 25 requests for admission, 25 document requests, and three depositions per side of the dispute. The foregoing discovery rights and limitations shall control over any contradictory discovery rules of JAG, unless the parties agree otherwise. This language has been included in this Franchise Agreement as a condition to registration. Maui Wowi and the Franchisee do not agree with the above language and believe that each of the provisions of the Franchise Agreement, including all venue provisions, are fully enforceable. Maui Wowi and the Franchisee intend to fully enforce all of the provisions of the Franchise Agreement and all other documents signed by them, including all venue, choice-of-law, arbitration provisions and other dispute avoidance and resolution provisions and to rely on federal preemption under the Federal Arbitration Act. 5. Section 15.3 of the Franchise Agreement is hereby deleted in its entirety and the following is substituted in its place: 15.3 Scope of Arbitration. The arbitrator shall have the right to award or include in the award any relief which he deems proper in the circumstances, including, without limitation, money damages (with interest on unpaid amounts from the date due), specific performance, and attorneys fees and costs, in accordance with Section 16.4 of this Agreement. The award and decision of the arbitrator shall be conclusive and binding upon all parties hereto and judgment upon the award may be entered in any court of competent jurisdiction. Maui Wowi and Franchisee agree to be bound by the provisions of any applicable limitation on the period of time by which claims must be brought under applicable law or this Agreement, whichever is less. The parties further agree that, in connection with any such arbitration proceeding, each shall file any compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within 30 days after the date of the filing of the claim to which it relates. This provision shall continue in full force and effect following and notwithstanding the expiration or termination of this Agreement. 6. Section 15.5 of the Franchise Agreement is hereby deleted in its entirety and the following is substituted in its place: 15.5 Governing Law/Consent to Venue and Jurisdiction. All Claims between Maui Wowi and Franchisee shall be governed by the Federal Arbitration Act (FAA) and no procedural arbitration issues are to be resolved pursuant to any state statutes, regulations or common law. Except to the extent governed by the FAA, the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.) or other federal law, disputes related to a breach of this Agreement governed by the Indiana Franchise Disclosure Law or the Indiana Deceptive Franchise Practices Act shall be governed thereby, and all other matters regarding this Agreement shall be governed by the laws of the State of Colorado. This language has been included in this Franchise Agreement as a condition to
3

registration. Maui Wowi and the Franchisee do not agree with the above language and believe that each of the provisions of the Franchise Agreement, including all venue provisions, are fully enforceable. Maui Wowi and the Franchisee intend to fully enforce all of the provisions of the Franchise Agreement and all other documents signed by them, including all venue, choice-of-law, arbitration provisions and other dispute avoidance and resolution provisions and to rely on federal preemption under the Federal Arbitration Act. With respect to disputes not related to a breach of this Agreement, Franchisee and Maui Wowi have negotiated regarding a forum in which to resolve any disputes which may arise between them and have agreed to select a forum in order to promote stability in their relationship. Therefore, if a claim is asserted in any legal proceeding involving Franchisee, its officers, directors, managers or partners (collectively, Franchisee Affiliates) and Maui Wowi, its Affiliates and their respective officers, directors and sales employees (collectively, Maui Wowi Affiliates), the parties agree that the exclusive venue for disputes between them shall be in the state and federal courts of Colorado or the Denver, Colorado office of the AAA and each party waives any objection they may have to the personal jurisdiction of or venue in the state and federal courts of Colorado or the Denver, Colorado office of the AAA. Maui Wowi, Maui Wowi Affiliates, Franchisee and Franchisee Affiliates each waive their rights to a trial by jury. 7. 8. The second sentence of Section 15.6 of the Franchise Agreement is deleted in its entirety. The following is hereby added at the end of Article 16 of the Franchise Agreement:

Notwithstanding anything to the contrary in this provision, Franchisee does not waive any right under the Indiana statutes with regard to prior representations made by Maui Wowi. MARYLAND RIDER TO THE FRANCHISE AGREEMENT 1. The Franchise Agreement is amended to specifically state that representations and acknowledgments, required to be made by a prospective franchisee as a condition of purchasing a franchise, which disclaim the occurrence and/or acknowledge the non-occurrence of acts that would constitute a violation of the Maryland Franchise Registration and Disclosure Law, are not intended to nor shall they act as a release, estoppel or waiver of any liability under the Maryland Franchise Registration and Disclosure Law. 2. The Franchise Agreement is amended to state that Franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration & Disclosure Law to the extent litigation is permitted under the Franchise Agreement. Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three years after the grant of the franchise. 3. The following language is added at the end of Sections 2.2.4 (relating to the right to renew), 4.2 (relating to termination based on a failure to successfully complete or make progress in training) and 12.3.7 of the Franchise Agreement (relating to the Transfer of the Business): (Any release executed in connection herewith will not apply to any claims that may arise under the Maryland Franchise Registration and Disclosure Law.) MINNESOTA RIDER TO THE FRANCHISE AGREEMENT 1. Section 3.4 of the Franchise Agreement is amended to state that Maui Wowi will protect Franchisees rights to use the Marks or indemnify Franchisee for any loss, costs, or expenses arising out of any claim suit or demand regarding the use of the Marks. 2. With respect to franchises governed by Minnesota law, the Franchise Agreement is amended to state that Maui Wowi will comply with Minnesota Statute 80C.14 subdivisions 3, 4, and 5, which require except in certain specific cases, (1) that Franchisee be given 90 days notice of termination (with 60 days to
4

cure) and 180 days notice for non-renewal of the Franchise Agreement, and (2) that consent to the transfer of the franchise will not be unreasonably withheld. 3. Section 15.5 of the Franchise Agreement is hereby amended by adding the following language at the end of the Section: Minnesota Statutes, Section 80C.21 and Minnesota Rule 2860.4400(J) prohibit Maui Wowi from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring the Franchisee to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing in the Disclosure Document or Franchise Agreement can abrogate or reduce any of Franchisees rights as provided for in Minnesota Statutes, Chapter 80C, or Franchisees rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction. NEW YORK RIDER TO THE FRANCHISE AGREEMENT 1. Agreement: The following shall be added at the end of Sections 2.2.4, 4.2 and 12.3.7 of the Franchise

Provided however, that all rights enjoyed by the Franchisee and any causes of action arising in the Franchisees favor from the provisions of Article 33 of the General Business Law of the State of New York and the regulations issued thereunder shall remain in force; it being the intent of this proviso that the non-waiver provision of GBL 687.4 and 687.5 be satisfied. 2. The following shall be added at the end of Section 3.12 of the Franchise Agreement:

Any new or different requirements set forth in the Library of Operating Manuals shall not unreasonably increase Franchisees obligations or place an excessive burden on Franchisees operation of its MAUI WOWI Business. 3. After the first sentence of Section 7.12 of the Franchise Agreement, the following sentence shall be added: However, Franchisee shall not be required to indemnify Maui Wowi for any liabilities which arose as a result of Maui Wowis breach of this Agreement or other civil wrongs committed by Maui Wowi. 4. The following shall be added at the end of Section 9.5 of the Franchise Agreement:

Franchisee may terminate the Agreement upon any grounds available by law. 5. Section 12.1 of the Franchise Agreement is deleted and the following is inserted in its place:

This Agreement and all rights hereunder are fully assignable by Maui Wowi, and if so assigned or transferred, shall be binding upon and inure to the benefit of Maui Wowis successors and assigns, provided no assignment shall be made except to an assignee who, in Maui Wowis good faith judgment, is willing and able to assume Maui Wowis obligations under this Agreement. 6. The following shall be added to Section 15.5 of the Franchise Agreement:

However, the foregoing choice of law shall not be considered a waiver of any right conferred upon Franchisee by the provisions of Article 33 of the New York State General Business Law. This language has been included in this Disclosure Document as a condition of registration. Maui Wowi and Franchisee do not agree with the above language and believe that each of the provisions of the Franchise Agreement including all choice of law provisions, are fully enforceable. Maui Wowi and Franchisee intend to fully enforce all of the provisions of the Franchise Agreement and all other
5

documents signed by them, including all venue, choice-of-law provisions and other dispute resolution provisions. NORTH DAKOTA RIDER TO THE FRANCHISE AGREEMENT 1. 2. Section 2.2.4 and Section 12.3.7 of the Franchise Agreement are deleted in their entirety. The following sentence is hereby added at the end of Section 14.2 of the Franchise Agreement:

COVENANTS NOT TO COMPETE SUCH AS THOSE MENTIONED ABOVE ARE GENERALLY CONSIDERED UNENFORCEABLE IN THE STATE OF NORTH DAKOTA. 3. Section 15.2 of the Franchise Agreement is deleted in its entirety and the following is substituted in its place: 15.2 Arbitration. If the Claims listed in Section 15.1 are not resolved by mediation, they shall be submitted for final and binding arbitration to the Denver, Colorado office of JAG on demand of either party. Such arbitration proceedings shall be conducted in Denver, Colorado, and shall be heard by one arbitrator in accordance with the then current Commercial Arbitration Rules of JAG. The arbitrator shall be a resident of the State of Colorado and fluent in English. Any party to an arbitration proceeding may apply to the arbitrator for reasonable discovery from the other. In this Agreement, reasonable discovery means a party may submit no more than 10 interrogatories, including subparts, 25 requests for admission, 25 document requests, and three depositions per side of the dispute. The foregoing discovery rights and limitations shall control over any contradictory discovery rules of JAG, unless the parties agree otherwise. 4. Section 15.5 of the Franchise Agreement is deleted in its entirety and the following is substituted in its place: 15.5 Governing Law/Consent to Jurisdiction. All Claims between Maui Wowi and Franchisee shall be governed by the Federal Arbitration Act (FAA). Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.), or other federal law, all matters regarding this Agreement shall be governed by the laws of the state of North Dakota. RHODE ISLAND RIDER TO THE FRANCHISE AGREEMENT 1. Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act. The Franchise Agreement is amended accordingly to the extent required by law. The above language has been included in this Rider as a condition to registration. Maui Wowi and the Franchisee do not agree with the above language and believe that each of the provisions of the Franchise Agreement, including all choice of law provisions, are fully enforceable. Maui Wowi and the Franchisee intend to fully enforce all of the provisions of the Franchise Agreement and all other documents signed by them, including all venue, choice-of-law, arbitration provisions and other dispute avoidance and resolution provisions and to rely on federal pre-emption under the Federal Arbitration Act. WASHINGTON RIDER TO THE FRANCHISE AGREEMENT 1. Agreement: The following is hereby added at the end of Sections 2.2.4, 4.2 and 12.3.7 of the Franchise

Any release executed in connection herewith will not apply to any claims that may arise under the Washington Franchise Investment Protection Act. WISCONSIN RIDER TO THE FRANCHISE AGREEMENT 1. The following paragraph is added to Article 9 of the Franchise Agreement:

The conditions under which the Franchise Agreement can be terminated or not renewed may be affected by the Wisconsin Fair Dealership Law, Wisconsin Statutes 1981-82, Title XIV-A, Chapter 135.

EXHIBIT C
TO FRANCHISE DISCLOSURE DOCUMENT

NONDISCLOSURE AND NONCOMPETITION AGREEMENT

NONDISCLOSURE AND NONCOMPETITION AGREEMENT This Nondisclosure and Noncompetition Agreement (Agreement) is made and entered into effective as of the date set forth on the signature page hereof by and between MAUI WOWI FRANCHISING, INC., a Colorado corporation (Maui Wowi), located at 5445 DTC Parkway, Suite 1050, Greenwood Village, Colorado 80111, the undersigned licensee (the Company), and the undersigned associate of the Company (the Associate). RECITALS A. Maui Wowi is engaged in the business of selling franchises for the operation of retail businesses selling Fresh Hawaiian Blends including fruit smoothies, brewed coffee, espresso drinks, and frozen confections (Franchise Business) from various types of MAUI WOWI Operating Units (Operating Units) which are operated at activities including, but not limited to, fairs, sporting events, conventions, rodeos, festivals, trade shows, grand openings and seminars (Events) or at Permanent Sites such as malls, schools, hospitals, health clubs, auditoriums, arenas, and concert and sports venues (Permanent Sites). Also, Maui Wowi is engaged in the business of selling franchises in which Directors of Regional Support sell Franchise Businesses and train and support franchisees (DRS Business) in designated territories (Development Area). The Franchise Businesses and DRS Businesses are operated under Maui Wowis service mark MAUI WOWI and other service marks, trademarks, logo types, architectural designs, trade dress and other commercial symbols (collectively Marks); B. Maui Wowi and its affiliates have developed methods for establishing, operating and promoting Franchise Businesses and DRS Businesses pursuant to Maui Wowis distinctive business format, plans, methods, data, processes, supply systems, marketing systems, formulas, techniques, designs, layouts, operating procedures, Marks and information and know-how of the Company (Confidential Information) and such Confidential Information as may be further developed from time to time by the Company; C. Maui Wowi and its affiliates have established substantial goodwill and an excellent reputation with respect to the quality of smoothies and other products and services available, which goodwill and reputation have been and will continue to be of major benefit to the Company; D. The Company is a franchisee of Maui Wowi and operates a Franchise Business or DRS Business under an effective Franchise Agreement or DRS Agreement (each referred to as a Franchise Agreement) with Maui Wowi; E. Associate desires to become involved with the Company in a capacity of an officer, partner, director, agent, employee or as a beneficial owner of the Companys Franchise Business or DRS Business, or as an immediate family member of a principal owning a Franchise Business or DRS Business, and will become privileged as to certain Confidential Information, and in such involvement has not signed the Franchise Agreement, the DRS Agreement, or any guaranty of those agreements; and F. Maui Wowi, the Company and Associate have reached an understanding with regard to nondisclosure by Associate of Confidential Information and with respect to noncompetition by Associate with Maui Wowi and the Company, and Associate agrees to the terms of this Agreement as partial consideration for Maui Wowi and the Companys willingness to allow Associate to engage in a business relationship with the Company using Maui Wowis Confidential Information. NOW THEREFORE, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Associate and the Company, intending legally to be bound, agree as follows: 1. Confidential Information. Associate and the Company acknowledge that the Confidential Information which is developed and utilized in connection with the operation of the Franchise Businesses and DRS Businesses is the unique, exclusive property and a trade secret of Maui Wowi. Associate acknowledges that any unauthorized disclosure or use of the Confidential Information would be wrongful and would cause irreparable injury and harm to Maui Wowi and the Company. Associate further acknowledges that Maui Wowi has expended a great amount of effort and money in obtaining and developing the Confidential Information, that Maui Wowi and the

Company have taken numerous precautions to guard the secrecy of the Confidential Information, and that it would be very costly for competitors to acquire or duplicate the Confidential Information. 2. Customer Lists and Operations Manuals as Trade Secrets. Associate acknowledges and agrees that the Confidential Information, including trade secrets, as used in this Agreement, also includes, without limitation, formulas, recipes, lists of customers, supplier information and any and all information contained in Maui Wowis Franchise Operations Manual or DRS Operations Manual, which may be provided as one or more separate manuals, written instructional guides, or other communication from Maui Wowi to the Company, which may be changed or supplemented from time to time, and any information of whatever nature that gives Maui Wowi, the Company and their affiliates an opportunity to obtain an advantage over its competitors that do not have access to, know or use such lists, written materials, formulas or information. 3. Nondisclosure of Confidential Information. Associate shall not at any time, publish, disclose, divulge or in any manner communicate to any person, firm, corporation, association, partnership or any other entity whatsoever or use, directly or indirectly, for its own benefit or for the benefit of any person, firm, corporation or other entity other than for the use of the Company, the Franchise Business, or the DRS Business, any of the Confidential Information of Maui Wowi, the Company or their affiliates. 4. Noncompetition Covenant. Associate acknowledges that, in addition to the license of the Marks hereunder, Maui Wowi has also licensed commercially valuable information which comprises and is a part of the System, as defined in the Franchise Agreement or DRS Agreement, including without limitation, proprietary processes, operations, marketing and related information and materials and that the value of this information derives not only from the time, effort and money which went into its compilation, but from the usage of the same by all franchisees of Maui Wowi using the Marks and System. Associate therefore agrees that other than the Franchise Business or DRS Business licensed under a Franchise Agreement or DRS Agreement, neither Associate nor anyone affiliated with Associate, including any member of Associates immediate families, will during the term of the Franchise Agreement: a. have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business, as defined below; b. perform services as a director, partner, officer, manager, employee, consultant, representative, agent or otherwise for a Competitive Business; or c. divert or attempt to divert any business related to, or any customer or account of the Franchise Business, DRS Business, Maui Wowis business, the business of any affiliate of Maui Wowi or the Company or any other Maui Wowi Director of Regional Supports or franchisees business, by direct inducement or otherwise, or divert or attempt to divert the employment of any employee of Maui Wowi or the Company or a Director of Regional Support or another franchisee licensed by Maui Wowi, to any Competitive Business by any direct inducement or otherwise. The term Competitive Business as used in this Agreement means any business offering, or granting franchises or licenses to others to offer, fruit beverages, espresso beverages or any other products or services offered by Franchise Businesses; however, Associate, or members of his or her immediate family, will not be prohibited from owning securities in a Competitive Business if such securities are listed on a stock exchange or traded on the over-thecounter market and represent in the aggregate 2 percent (if Company has executed a Franchise Agreement for a Franchise Business) or 5 percent (if Company has executed a DRS Agreement for a DRS Business) or less of that class of securities issued and outstanding. 5. Post-Termination Covenant Not to Compete. Upon termination or expiration of the Franchise Agreement for any reason, Associate agrees that, for a period of two years commencing on the effective date of termination or expiration, or the date on which Associate ceases to conduct business, whichever is later, Associate shall not have any direct or indirect interest (through any immediate family member of Associate or otherwise) as a disclosed or beneficial owner, investor, partner, director, officer, manager, employee, consultant, representative or agent or in any other capacity in any Competitive Business, located or operating (i) within a 5-mile radius of each of the Permanent Sites of Companys Operating Units or within a 5-mile radius of the Permanent Site of any other franchised or company-owned Franchise Business; or (ii) at the same Event(s), wherever located, that Company has served through its Franchise Business or at any other Events, wherever located, served by any franchised or companyC-2

owned Franchise Business; or, if Company has entered into a DRS Agreement, in the Development Area or in any area in which Maui Wowi or its affiliates or other directors of regional support conduct business at the time of termination. If Company has executed a Franchise Agreement for a Franchise Business, the restrictions of this Section will not be applicable to the ownership of shares of a class of securities listed on a stock exchange or traded on the over-thecounter market that represent 2 percent or less of the number of shares of that class of securities issued and outstanding. If Company has executed a DRS Agreement for a DRS Business, the restrictions of this Section will not be applicable to the ownership of shares of a class of securities listed on a stock exchange or traded on the over-thecounter market that represent 5 percent or less of the number of shares of that class of securities issued and outstanding. Associate expressly acknowledges that he or she possesses skills and abilities of a general nature and has other opportunities for exploiting such skills. Consequently, enforcement of the covenants made in this Section will not deprive him or her of his or her personal goodwill or ability to earn a living. 6. Prohibitions as to Employing Personnel. At no time during the term of the Franchise Agreement and for a period of two years thereafter, shall Associate directly or indirectly solicit or attempt to solicit for the purposes of employment or consultation outside of the Company, any present or former employee, agent or representative of Maui Wowi, Company or any other franchisee of Maui Wowi, without the prior written consent of Maui Wowi and Company. 7. No Interference. During the term of the Franchise Agreement and for a period of two years thereafter, Associate will not interfere with the business of Maui Wowi by interfering with or disrupting, or attempting to interfere with or disrupt, the relationship, contractual or otherwise, between Maui Wowi or any of its directors of regional support, franchisees, customers, suppliers, partners or joint venturers. 8. Injunction. Associate hereby acknowledges and agrees that in the event of any breach or threatened breach of this Agreement, Maui Wowi or the Company shall be authorized and entitled to seek, from any court of competent jurisdiction, preliminary and permanent injunctive relief in addition to any other rights or remedies to which Maui Wowi or the Company may be entitled. Associate agrees that either Maui Wowi or the Company may obtain such injunctive relief, without posting a bond or bonds totaling $1,000 or more, but upon due notice, and Associates sole remedy in the event of the entry of such injunctive relief shall be dissolution of such injunctive relief, if warranted, upon hearing duly had; provided, however, that all claims for damages by reason of the wrongful issuance of any such injunction are hereby expressly waived by Associate. 9. Reasonableness of Restrictions. Associate acknowledges and agrees that the restrictions set forth in this Agreement are reasonable and necessary for the protection of the Confidential Information and that any violation of this Agreement would cause substantial and irreparable injury to Maui Wowi and the Company, and that Maui Wowi and the Company would not have entered into a business relationship with Associate or this Agreement without receiving Associates unrestricted promise to preserve the confidentiality of the Confidential Information. In any litigation concerning the entry of any requested injunction against Associate, Associate, for value, voluntarily waives such defenses as Associate might otherwise have under the law of the jurisdiction in which the matter is being litigated relating to any claimed prior breach on the part of Maui Wowi or the Company; it being specifically understood and agreed between the parties that no action or lack of action on the part of Maui Wowi or the Company will entitle or permit the Associate to disclose any such Confidential Information in any circumstances. 10. Assignment. Both the Company and Maui Wowi may assign all or part of this Agreement and the rights which inure to either of them hereunder without the content of Associate, provided that any assignment by the Company shall require the written consent of Maui Wowi. This Agreement shall not be assignable by Associate. 11. Effect of Waiver. The waiver by Associate, the Company or Maui Wowi of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach thereof. 12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Associate, the Company and Maui Wowi, and their respective heirs, executors, representatives, successors and assigns. 13. Entire Agreement. This instrument contains the entire agreement of Associate, the Company and Maui Wowi relating to the matters set forth herein. It may not be changed verbally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. C-3

Governing Law. If Maui Wowi is a party to any action, this Agreement shall be governed by and 14. construed under the laws of the State of Colorado, U.S.A. Otherwise, this Agreement shall be governed by and construed under the laws of the state where Company is located. 15. Arbitration. Any and all controversies, disputes or claims between Maui Wowi, its subsidiaries and affiliated companies or their shareholders, officers, directors, agents, employees and attorneys (in their representative capacity); Company, its shareholders, officers, directors, agents and employees; and/or Associate arising out of or related to: (1) this Agreement; (2) the relationship of the parties; or (3) the validity of this Agreement shall be submitted for arbitration on the demand of any involved party. If Maui Wowi is a party to any controversy, dispute or claim, such arbitration proceedings (a) shall be submitted to the Denver, Colorado office of the Judicial Arbiter Group (JAG), or if JAG ceases to exist, to the American Arbitration Association (AAA), unless the parties agree on another organization; (b) shall be conducted in Denver, Colorado; (c) shall be heard by one arbitrator in accordance with the then current rules of JAG that apply to commercial arbitration, or the Commercial Arbitration Rules of AAA (as applicable); (d) the arbitrator shall be a resident of the State of Colorado and fluent in English; and (e) any party to such arbitration may apply to the arbitrator for reasonable discovery from the other. For purposes of the foregoing sentence, the term reasonable discovery shall mean a party may submit no more than ten interrogatories, including subparts, 25 requests for admission, 25 document requests, and three depositions per side of the dispute. With respect to any arbitration proceedings to which Maui Wowi is a party, the foregoing discovery rights and limitations shall control over any contradictory discovery rules of JAG or AAA (as applicable), unless the parties agree otherwise. If Maui Wowi is not a party to such controversy, dispute or claim, such arbitration proceedings shall be conducted within the state where the Company is located and will be heard by one arbitrator in accordance with the then current commercial arbitration rules of the American Arbitration Association if the Territory is located in the U.S.A., or of any other arbitration group acceptable to Company and Associate, if the Assigned Area is located outside the U.S.A. 16. Severability. If any provision of this Agreement shall be held, declared or pronounced void, voidable, invalid, unenforceable or inoperative for any reason, by any court of competent jurisdiction, government authority or otherwise, such holding, declaration or pronouncement shall not affect adversely any other provisions of this Agreement which shall otherwise remain in full force and effect. 17. Attorneys Fees. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party in such litigation, as determined by the court in a final judgment or decree, shall pay the successful party or parties all costs, expenses and reasonable attorneys fees incurred therein by such party or parties (including without limitation such costs, expenses and fees on any appeals), and if such successful party shall recover judgment in any such action or proceeding, such costs, expenses and attorneys fees shall be included as part of such judgment. 18. Definitions. All capitalized terms not defined in this Agreement have the respective meaning set forth in the effective Franchise Agreement between the Company and Maui Wowi. 19. Cross Default. A default by Associate under this Agreement will be deemed a default of all agreements between the Company and Maui Wowi, unless waived by Maui Wowi in writing. [SIGNATURES APPEAR ON THE FOLLOWING PAGE]

C-4

IN WITNESS WHEREOF, the parties have entered into this Agreement effective as of the ___ day of __________, 20__. MAUI WOWI: Maui Wowi Franchising, Inc., a Colorado corporation By ____________________________________ Title ___________________________________ Date ___________________________________ ASSOCIATE:

___________________________________ Print Name _________________________ Date _______________________________

COMPANY:

By ____________________________________ Title ___________________________________ Date ___________________________________

C-5

RIDERS TO THE NONDISCLOSURE AND NONCOMPETITION AGREEMENT FOR SPECIFIC STATES If any one of the following Riders to the Nondisclosure and Noncompetition Agreement for Specific States (Riders) is checked as an Applicable Rider below, then that Rider shall be incorporated into the Nondisclosure and Noncompetition Agreement entered into by Maui Wowi Franchising, Inc. and the undersigned Associate and Company. To the extent any terms of an Applicable Rider conflict with the terms of the Nondisclosure and Noncompetition Agreement, the terms of the Rider shall supersede the terms of the Nondisclosure and Noncompetition Agreement. Applicable Rider Indiana North Dakota

MAUI WOWI FRANCHISING, INC. ASSOCIATE (Print Name) By: Title: Signature:

COMPANY (Print Name) By: Title:

C-6

INDIANA RIDER TO THE NONDISCLOSURE AND NONCOMPETITION AGREEMENT Section 5 is hereby deleted in its entirety and the following is substituted in its place: 5. Post-Termination Covenant Not to Compete. Upon termination or expiration of this Agreement for any reason, Associate and its officers, directors, shareholders, and/or partners agree that, for a period of two years commencing on the effective date of termination or expiration, or the date on which Associate ceases to conduct business, whichever is later, neither Associate, any manager of the Business, nor Associates officers, directors, shareholders, managers, members and/or partners will have any direct or indirect interest (through any immediate family member of Associate or its owners or otherwise) as a disclosed or beneficial owner, investor, partner, director, officer, employee, consultant, representative or agent or in any other capacity in any Competitive Business, as defined above, located or operating (i) within a 5-mile radius of each of the Permanent Sites of Companys Operating Units; and (ii) at the same Event(s), wherever located, that Associate served through its former Franchise Business; or, if Company has entered into a DRS Agreement, in the Development Area. If Company has executed a Franchise Agreement for a Franchise Business, the restrictions of this Section will not be applicable to the ownership of shares of a class of securities listed on a stock exchange or traded on the over-the-counter market that represent 2 percent or less of the number of shares of that class of securities issued and outstanding. If Company has executed a DRS Agreement for a DRS Business, the restrictions of this Section will not be applicable to the ownership of shares of a class of securities listed on a stock exchange or traded on the over-the-counter market that represent 5 percent or less of the number of shares of that class of securities issued and outstanding. Associate expressly acknowledges that he or she possesses skills and abilities of a general nature and has other opportunities for exploiting such skills. Consequently, enforcement of the covenants made in this Section will not deprive him or her of his or her personal goodwill or ability to earn a living. Section 14 is hereby deleted in its entirety and the following is substituted in its place: 14. Governing Law. Except to the extent governed by the Indiana Franchise Disclosure Law or the Indiana Deceptive Franchise Practices Act, this instrument shall be governed by and construed under the laws of the state of Colorado. Section 15 is hereby deleted in its entirety. The above language has been included in this Nondisclosure and Noncompetition Agreement as a condition to registration. Maui Wowi, the Company, and Associate do not agree with the above language and believe that each of the provisions of the Nondisclosure and Noncompetition Agreement, including all choice of law provisions, are fully enforceable. Maui Wowi, the Company, and Associate intend to fully enforce all of the provisions of the Nondisclosure and Noncompetition Agreement and all other documents signed by them, including but not limited to, all venue, choice-of-law, arbitration provisions and other dispute avoidance and resolution provisions and to rely on federal pre-emption under the Federal Arbitration Act.

NORTH DAKOTA RIDER TO THE NONDISCLOSURE AND NONCOMPETITION AGREEMENT The following statement is added to Section 5: Covenants not to compete such as those mentioned above are generally considered unenforceable in the State of North Dakota. Section 14 is revised to state that such Agreement shall be governed by and construed under the laws of the state of North Dakota. Section 15 is deleted in its entirety

C-7

EXHIBIT D
TO FRANCHISE DISCLOSURE DOCUMENT

FINANCIAL STATEMENT

EXHIBIT E
TO FRANCHISE DISCLOSURE DOCUMENT LISTS OF FRANCHISEES AND DIRECTORS OF REGIONAL SUPPORT

Last Name Collins Eaton Turner McDonald Occidental Sylvester Johnson Marlowe Levisohn Franz Walden (DRS) Bratsch Greathouse Ball Anderson Yik (DRS) Roy Canul Ingram Av-Tal Barnes Jr. Santa Ana Anderson Ferren Yang Klassen Van Voorhis Villanueva Torres Badiola Orum Nguyen Hannesyan Tovmasian Kotikian (DRS) Kurdiyan Jones Lumpp Squibb Cawley Yousri (DRS) Ortiz Kuan Putman (DRS) Winfrey Nguyen Belhedi Singerman Heifets Hilario Bingtan uckenmiller Benson McQuown Klock

LISTS OF FRANCHISEES AND DIRECTORS OF REGIONAL SUPPORT AS OF DECEMBER 31, 2010 First Name Address City State Zip Damon Mike Trenton Dennis Carol Marcus Gary Gail Marc & Jodi Lanna Carol Douglas Sharon David Dawn Bria Steve Gabriel Donald & Karen Yossi Lloyd Ferdinand Michael Chris Kathaleen Dan Marty Juan Augustin Lanie Denise Thao Armen Arthur Rick Zara Shannon & Garth Susan Andrea John Bobby Matthew Michelle & Kelvin Barbara Justin Bao Chau Nejib Rick Stan Rose P.Alex & Susan Karen Chuck & Angela Michael Tresa PO Box 7056 2006 Beechwood Drive SW 1725 Crosswood Lane 150 Deerview Circle 1800 Lake Edge Cove 713 S. Cardinal Street 8221 W. Gardenia Avenue 2562 W. Knowles Avenue 1930 E. Clubhouse Drive 18266N. 50th Street 10785 E. Becker Lane PO Box 9086 17768 W. Watson Lane 1302 W. 13th Street 100 Calle De Cerro Apt 60 D 509 Rosemarie Drive 5080 Silverhawk Way 761 East First Street 5911 Owl Creek Drive 21 Coolwater Road 3747 Stone Road 5596 Los Palos Circle 327 N. Lima Street 9105 Marilyn Drive 7055 Cordgrass Court 16652 Mesa Oak Avenue 15410 Ficus Street 3509 Halifax Way 5316 Walton Road 10673 Aspen Glen 6303 Eaglemont Drive 38830 Still Water Common 1755 W. Kenneth Road 1642 Del Valle 1367 Zpapier Avenue 628 Cypress Avenue 13715 Proctor Valley Road 6230 Wilshire Blvd. #1186 1082 Sandalwood Lane 20752 Bergamo Way 8417 Snow View Place 2008 Grant Avenue # 3 8182 Torrey Gardens Place 1573 Shrader Street 355 Via Primavera Drive 1043 Via Navarra 1060 9th Street #1 19314 Yolie Lane 941 W. Carson Street 6262 Pebble Beach Drive 13405 Solitude Circle 1692 Mountain Pass Circle PO Box 703 13450 Mesa Terrace Drive Gulf Shores Hartselle Vestavia Hills Hot Springs Sherwood Gilbert Glendale Mesa Phoenix Scottsdale Scottsdale Surprise Surprise Tempe San Clemente Arcadia Auburn Azusa Bakersfield Bell Canyon Bethel Island Buena Park Burbank Canyon Country Carlsbad Chino Hills Chino Hills Concord Denair Escondido Fontana San Jose Glendale Burbank Glendale Glendora Jamul Los Angeles Milpitas Northridge Rancho Cucamonga Redondo Beach San Diego San Francisco San Jose San Pedro Santa Monica Tarzana Torrance Vallejo Victorville Vista Wrightwood Yucaipa AL AL AL AR AR AZ AZ AZ AZ AZ AZ AZ AZ AZ CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA 36547 35640 35216 71913 72120 85296 85303 85202 85048 85254 85259 85374 85387 85281 92672 91007 95602 91702 93311 91307 94511 90620 91505 91387 92011 91709 91709 94520 95316 92026 92336 94536 91201 91202 91201 91741 91935 90048 95035 91326 91730 90278 92129 94117 95111 90732 90403 91356 90502 94591 92392 92081 92397 92399

Phone 251-970-1310 256-345-8979 205-979-3538 501-760-7272 501-834-2645 480-235-0974 623-262-4088 480-831-9637 602-628-3636 602-923-1976 480-614-2228 320-420-2968 823-388-3158 480-262-5000 949-370-3174 626-232-1638 530-888-6745 626-354-4066 661-331-0663 818-888-7798 925-684-3365 714-828-0402 818-848-4260 310-704-3134 760-944-3300 909-606-0543 909-597-9485 925-323-5995 209-872-0950 858-945-7982 909-900-1332 408-313-1575 818-434-3923 818-400-5601 818-841-8042 619-318-7029 619-666-0202 213-247-1916 408-936-8074 818-812-9500 626-215-3309 310-834-8324 858-353-0511 415-684-4206 408-655-4210 310-514-2598 310-909-6991 818-44-3450 310-787-7874 707-649-0200 760-241-7772 858-869-5423 760-221-5869 909-554-0720

Number of Franchise Agreements 1 1 2 1 1 1 1 1 1 1 1 2 1 1 1 2 1 1 1 1 1 1 2 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 2 1 2 1 1 1 1 1 1 1 1 1 1 1

E-1

Last Name Smith Jensen Beery Hetizmann Keshmeshian Wilson Simmons Richards Gist Goldman Pettit Glodde (DRS) Damanti Ricketson Pham Lefchak Jamison Utke Reese Sarullo Clark Edwards Wojcieszak Burka Cox (DRS) Williams Jones Testerman Smaha Fazenbaker Sload Conrad Houfburg Alfaqeeh Dodson Fear Talent Mill (DRS) Belom Turvey Taylor Mitchell Makela Kramer Dreisilker Griffin Miner Fox Engel Baumgartner Chang Lutz Moreau Aschenbrenner Scheer (DRS) Barton Roussel

First Name Garett Steve Sarah Jim Andre Brenda Chuck Chris William Greg Randy Dietmar Joe Dave Tri Krista & Mike John Cyrena Robert Charlie Bill & Joyce Mike Kim Ron Jim Ron Larry Mark Jeff Gary & Debra Suzanne Debbie Holli Nader Bryon Maureen & Richard Phil Jim Tracy Scot Priscilla Peggy Tawn Ronald Mike Bryon Ron John Bruce and Lorelee Dale Roy Jack Kevin Nick Don Michelle and Mark Lindsay

Address 12155 Hythe Street 890 Hickory Drive 9342 Pierce Street 7985 Needlegrass Lane 19558 Fox Trail Way 5400 Arrowhead Drive 3 Foxcroft Lane 49 Day Street #309 PO Box 77252 36 Brighton Street 9250 Longfellow Place PO Box 470072 1311 Cormorant Court 8039 Shadwell Court 1693 PGA Boulevard 160 12th Avenue NW 11340 Tee Time Circle 6900 Della Drive # 20 5600 90th Avenue N 1138 SW Greenbriar Cove 149 Par Drive 1615 SE Decker Avenue 3591 S.E. Leonard Lane 17739 Nathans Drive 9326 Wellington Park Cir 507 S. Fletcher Avenue 2358 Thompson Way 830 Driffield Court 6615 Hampton Court 1561 Loder Place 1513 East Drucker Lane 539 Valley View Lane 520 E. Franklin Road 484 Vaughn Circle 761 Inverness Drive 5155 Cornell Avenue 802 Highland Road 241 N. Trail 1308 Pennsylvania Avenue 2814 Brook Court 1431 S. 11th Avenue 23861 Douglas Drive 2009 Sparrow Circle 11 Winthrop New Road 27014 St. John Avenue 105 Lexington Drive 5131 Berwick Lane 4000 Stonegate Drive 13911 Butternut Street 8750 Frances Street 9618 Sea View Cove 2760 Jace Lane 219 Stone Creek 5734 SW Urish Road 7007 Foxcroft Place 9143 Kindletree 1882 Cedardale Avenue

City Moreno Valley Rifle Westminister Colorado Springs Monument Greeley Canton Norwalk Washington Ocean View Apopka Celebration Jacksonville Jacksonville Melbourne Naples New Port Richey Orlando Pinellas Park Lucie Royal Palm Beach Stuart Stuart Tampa Tampa Fernandina Beach West Palm Beach Alpharetta Johnston Meridian Meridian Jerome Meridian Aurora Aurora Downers Grove Frankfort Hawthorn Woods Joliet Joliet Maywood Plainfield Round Lake Sugar Grove Winfield Avenue East Peoria Avon Bloomington Cedar Lake Fishers Fort Wayne Newburgh Derby Topeka Prospect Baton Rouge Baton Rouge

State CA CO CO CO CO CO CT CT DC DE FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL GA IA ID ID ID ID IL IL IL IL IL IL IL IL IL IL IL IL IL IN IN IN IN IN IN KS KS KY LA LA

Zip 92557 81650 80021 80919 80132 80634 60191 06854 20013 19970 32709 34747 32259 32244 32935 34120 34654 32819 33782 34896 33411 64994 34997 33647 33647 32034 33414 30004 50131 83542 83642 83338 83642 60502 60504 60515 80423 60047 60435 60431 60153 60544 60073 60554 60190 61611 46123 47401 46303 46038 46835 47630 67037 66610 40059 70817 70808

Phone 951-801-0944 970-309-1487 303-426-7982 719-594-9121 719-229-4687 970-378-2024 860-480-9913 203-904-6365 202-607-5010 302-519-9808 407-532-0049 407-922-5849 904-230-0061 904-777-4398 321-750-2066 239-692-8450 727-992-3462 772-794-0064 727-544-8892 772-340-7944 561-798-9869 772-220-2222 772-260-0036 813-994-5221 813-375-1864 904-229-5531 561-317-5852 770-331-9004 515-986-3217 208-384-6532 301-869-1766 208-308-5139 208-888-1946 630-605-0295 630-461-9578 630-963-7591 815-469-3010 847-438-6304 815-474-7413 815-439-0717 708-681-3703 815-436-9973 847-275-8951 630-466-0576 630-561-0375 309-222-8293 317-745-0412 812-333-3051 219-374-7297 317-372-3785 260-485-4474 812-573-9554 316-239-5856 785-478-1816 502-228-7820 225-573-8660 225-287-2413

Number of Franchise Agreements 1 1 1 1 1 1 1 1 2 1 1 3 1 1 1 1 1 1 1 1 1 1 1 2 2 1 1 1 1 2 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 3 1

E-2

Last Name Lamperez Azulay Thornton Courtemanche Riska Moore Dymond Royer Opper Suryan Belknap Mahoney Harvey McDermont Fortenbacher (DRS) Younglood DeBolt Dietz Kohan Erck Rousseau Bigler Teed Bergstrom Wagner Griffel Cerrillos Holbrooks Shaw Moberg Kesavan-Nair Rivera Mathis Weiss Echavarria Tendler Stupar Nickels Odumes Johnson ONeil Wilson Rooney Goicoechea Girola Finkelshteyn Garriga Cantone Ramirez York Clark Gottdiner Johnson Harry Lu Romain

First Name George Rich Diane Chuck Stacey Joseph Matt Tracy Mary Scott Dan Margaret Aaron Anthony & Rebecca Jeff and Corinne Tina Chad Patricia Cheryl Bob & Linda Scott Mary Peggy Kevin Christopher Kevin David & Marge Melissa Chris Glenn Satheesh Daniel Steve & Marci David & Donna Ray Hal Zoltan Jim Zac Jeanne Don Sean Glizia Steve Paul & Dina Robert Mairim Marie Claudia Mitchell Kent Paula Paul Joey Phuong Roy

Address 100 Harrow Drive 12 Cobb Avenue 17 Crestwood Road 34 Black Bear Drive 6308 Rockhurst Road 3222 Chalford Court 1116 Bernadette Drive 8111 Foxgate Court 7185 Gettysburg Drive 2134 Oakland Drive 1736 Forest Lake Drive NE 17865 Parkshore Drive 2922 Riverside Drive 3535 Hill Road NW 18890 North Shore Drive 14270 31 Mile Road 3573 E. Long Lake Road 2655 Honey Creek Avenue NE 4368 Hiview Drive SW 9180 Xylite Street 361 120th Circle NW 20590 Monterey Avenue 1638 Country Highway 2781 Robinwood Way 343 Providence Road 911 SE Willow Place 101 Barnes Spring Court 15808 Lake Ridge Road 7305 Blaney Bluffs Lane 1003 Bryn Mawr Drive 78 Academy Court 8 West Hoffman Avenue 310 Sugar Hill Drive 7 Concord Drive 8209 5th Avenue 2005 RT 9 5 Wabash Avenue 3500 Schellenger 24 Hargrove Lane PO Box 2657 5513 Azure Ridge Drive 6630 W. Ford Avenue 6725 Yellowhammer Place 2515 Franzi Lane 2248 Merokee Place 2426 East 26th 555 W. 149th Street Apt 3 628 Main Street 85-15 65th Road 111 Benson Avenue 6582 Chatsworth Street NW 8701 Sturbridge Drive 6925 Hunting Hollow Lane W 3101 Jamin Paul Circle 13173b Eastridge Drive 7148 S 75th E Avenue

City Slidell Kingston North Reading Waltham Bethesda Davisonville Forest hill Brighton Hudsonville Kalamazoo Kentwood Northville Orion Township Rapid City Spring Lake Washington Traverse City Ada Alexandria Blaine Coon Rapids Prior Lake Spring Lake Park Woodbury Ballwin Blue Springs Cary Charlotte Raleigh Papillion Bedminster Cherry Hill Clayton East Brunswick North Bergen Seaville Wharton Wildwood Willingboro Farmington Las Vegas Las Vegas North Las Vegas Elko Bellmore Brooklyn New York Northport Rego Park Sayville Canton Cincinnati Hudson Edmond Oklahoma City Tulsa

State LA MA MA MA MD MD MD MI MI MI MI MI MI MI MI MI MI MI MN MN MN MN MN MN MO MO NC NC NC NE NJ NJ NJ NJ NJ NJ NJ NJ NJ NM NV NV NV NV NY NY NY NY NY NY OH OH OH OK OK OK

Zip 70461 02364 01864 02451 20817 21035 21050 48116 49426 49008 49546 45868 48359 49676 49456 48095 79684 49301 56308 55449 55448 55372 55432 55125 63011 64014 27519 28278 27606 68046 79210 80021 83120 88163 07470 82301 07885 08260 80461 87499 89130 89139 89084 89801 11710 11265 10031 11768 11374 11782 44718 45263 44236 73013 73170 74133

Phone 985-643-4808 781-585-1299 978-664-3457 617-519-9511 301-564-0540 410-507-4896 443-910-1685 248-894-7994 616-669-4737 269-349-3902 616-633-5285 248-924-9020 248-393-0726 231-258-7803 616-638-1700 586-295-1989 231-941-9435 616-485-4108 320-762-0194 651-514-2756 612-251-3796 952-440-1772 651-260-4557 651-485-3332 314-713-2644 816-525-6387 919-524-5374 704-658-7243 919-349-5132 402-593-6608 908-781-0474 609-820-0665 856-881-3227 732-254-6017 201-472-8168 609-703-5019 862-219-8578 609-827-9669 609-835-0211 505-330-2352 702-496-1842 802-235-6670 857-221-6912 775-340-6820 516-781-6591 917-549-4043 212-690-1660 631-261-7748 917-921-9354 516-314-7169 330-832-7878 513-478-7607 330-656-0125 405-844-3215 405-863-5037 918-806-6145

Number of Franchise Agreements 1 1 1 1 3 1 1 1 1 4 1 1 1 1 2 1 1 1 1 1 1 1 3 1 1 1 2 1 1 1 1 3 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1

E-3

Last Name Jones Hurst Sanders Perate Jordan Crouse McPherson Kwon Moore Wong (DRS) McCaskill McKay Trinh Pollio Martinz McLean Sorrells Rockwell Clinton Pinkel Tyler (DRS) Washington Redus Corkran Fabritsis Wynia Summerhays Williams Wood Harvie Carter Patel Talbott Thiemann Johnstone Lee Wermuth Lay McGinty Nawwab Al-Rashidi

First Name Shannon & Garth Tyson Mike Michael & Alison Lisa Buck & Belinda Cindy Joseph Lance & Lourdes James Denise Joe Charlie Kris Luis Rob Jason Gregg Trisha Todd John Craig DuAnne David Joely Tyson Jeff & Jill Matt & Angela Keith Bill Nicole Vimal Chuck Tammy Amy Tim Terry & Mike Frederic Brian Fahad Mohammed

Address 656 Oak Wood Drive 2211 SW Newberry Court 1335 Fire Fox Street NW 519 Charles Drive 244 Fair Ridge Lane 236 S. Lake Drive 131 Jack Martin Lane 14221 Ballycastle Trail 12817 Lantana Ridge Court 12313 Rayo De Luna Lane 5910 Green Terrace 1303 Cedar Brook Drive 5110 W. Bellfort 2107 Sliverthorne Lane 514 Manchester 415 Blossomwood Drive 6200 Wildwood Drive 5631 Horseshoe Falls 10626 Bluestone Creek 3508 OMeara Drive 8919 Ashridge Park 1415 Ravens Manor Court 33 Creekside Drive 705 Royal Adelade 16330 Geral 3016 Richfield Landing 9947 S. Fur Hollow Circle 3867 Eisenhower Avenue 12520 Amershire Lane 3205 Stony Point Road 401 Bryan Lane 1719 Atlantic Avenue 100 Pinewood Road # 328 4001 NW 8th Circle 11410 NEW 124th Street 420 E. Enterprise Avenue 11980 W. Dalman Road Av Del Sol, Casa 10-1 SM 44 A.V. Terranova #295 PO Box 4147 2nd Floor Awtad Tower

City Eagle Point Redmond Salem King of Prussia Blythewood Watertown Gray Austin Austin Austin Houston Cedar Park Houston Kemah Laredo League City McKinney Missouri City San Antonio Houston Spring Spring Wimberley College Station Houston Pflugerville Sandy Alexandria Glen Allen Richmond Virginia Beach Virginia Beach Virginia Beach Camas Kirkland Belleville Waterloo Quintana Roo Playa del Carmen Khobar Kuwait City

State OR OR OR PA SC SD TN TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX UT VA VA VA VA VA VA WA WA WI WI MEX MEX SA KU

Zip 78524 97756 97304 19406 29016 57201 37615 78717 78732 78763 77032 78613 77035 77565 78045 77573 75070 77459 78254 77025 77379 77379 78676 77845 77084 78660 84092 22304 23059 23235 23452 23451 23451 98607 98034 53508 53594 77500 44680 31952 00000

Phone 626-731-8081 503-871-4057 503-589-8043 610-265-6265 803-206-6265 605-886-5338 423-292-6909 512-350-7757 512-266-2506 512-289-9635 271-447-4001 512-789-5029 713-240-5797 281-538-4120 956-334-3663 281-332-9388 214-762-7126 832-477-7073 210-509-0741 575-635-0059 281-257-3601 832-717-3576 512-847-6840 979-219-2056 281-859-7287 512-791-4957 801-944-0651 817-308-8079 804-364-5045 804-272-4336 757-705-9551 757-971-8469 757-437-1018 360-335-3180 425-417-1695 608-424-3356 608-220-9013 International 331-631-1014 966504662962 01196599880303

Number of Franchise Agreements 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 3 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1

E-4

E-5

EXHIBIT F
TO FRANCHISE DISCLOSURE DOCUMENT FRANCHISEES AND DIRECTORS OF REGIONAL SUPPORT WHO HAVE LEFT THE SYSTEM

FRANCHISEES AND DIRECTORS OF REGIONAL SUPPORT WHO HAVE LEFT THE SYSTEM Listed below are the names and last known city, state and telephone numbers of every franchisee and DRS who has had a MAUI WOWI Business or DRS Business terminated, cancelled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the Franchise Agreement or DRS Agreement during the most recently completed fiscal year or who has not communicated with us within 10 weeks of the date of this Disclosure Document. If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system. Last Name First Name City State Last Known Business Telephone Number (or Home Telephone Number)

UNIT FRANCHISEES Dempsey Harden Abejar Baxter Dennison Diligiro Hairabedian Jones Khudaverdyan Kleiss Lena Macalino Mayele Moua Mui Myrick Nelson Nguyen Nguyen Oswald Panyda Pettijohn Reyes Sinanyan Singh Zasa Brook Fishkoff Garcia Mackin

Brad Eric Jonathan Greg Lorna Carmen Khatchick Chris and Megan Marvin Steve and Margie Jeff Tavis and Cherry Habib Jeu Michelle Chris Jeff Anthony and J.P. Leon Anthony Jay Susan Virgil Nick Sonny Connie Vikki Noah Omar Richard

Huntsville Mesa Cathedral City Palm Desert Chula Vista Santa Clarita West Hollywood San Diego La Crescenta Riverside San Jose Corona Hayward Tracy Santa Clara Los Angeles San Pedro Pasadena San Jose Paradise San Jose Bonita Bay Point San Diego Stockton Wilton Plant City Boca Raton Miami Hobe Sound

AL AZ CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA FL FL FL FL

256-656-2092 480-983-3979 760-333-1145 760-360-9353 619-427-5706 661-803-8033 818-998-2610 619-318-7029 818-822-9497 951- 907-5528 408-307-1661 909-525-5096 510-415-1930 209-830-0080 408-230-6137 323-221-9901 310-919-9349 N/A 408-531-9697 530-228-1520 408-425-8522 619-395-1588 925-458-8392 818-642-8151 209-346-6999 916-687-8595 813-752-3011 561-306-2598 305-962-7704 772-546-1104

McCloud Padilla Rosiek Long Ewald Robinson Bradtmiller Stafford Faillace Nelson Patel Sweeney Walker Johnson Bortot Goldberg Wimer Pare Robinson Marquart Cornett Judson Carreira Hunter Curry Kennedy Long McKissick Matlock Escobar Smith Corniel Harris Sykes Blessard Ljunghammer Price Sullivan DRS Shaffer INTERNATIONAL Ospin

Karen Carlos and Lina Mike Jennifer Christine Stafford Scott William Doug Chris Amit Jim Gary Steve Terri Paul and Jeff Janice Laurent Richard and Merlean Philip Jeff Lee Kierstin Bob and Amy Margaret Steve Rick and Judy Charlie Scot Irma Shelley Nelson Jason Juliette and Scott Rick Kerie Nathan Shawn Danny Ozan

Rockledge Riverview Ellenton Forsyth St. Charles St. Charles Fort Wayne Zionsville Farmington Hills Blaine Manalapan Ramsey Paguate Sparks Las Vegas Carson City Canandaigua New Rochelle Akron Bend Beaverton Bethlehem Dover Myrtle Beach Isle of Palms Gray Court Greenville Brentwood San Antonio League City Virginia Beach Lexington Chesterfield North Bend Woodinville Spokane Barneveld Chester Ankara

FL FL FL GA IL IL IN IN MI MN NJ NJ NJ NM NV NV NV NY NY OH OR OR PA PA SC SC SC SC TN TX TX VA VA VA WA WA WA WI NJ Turkey

321-543-8970 813-767-2199 727-698-2252 678-787-6230 630-452-1253 630-587-0933 260-413-5386 N/A 248-478-6619 763-208-3537 732-757-5137 201-825-8193 505-554-4770 775-425-1343 702-579-9694 N/A 585-396-0606 914-636-7450 330-285-8500 541-408-4362 503-307-7598 610-997-0927 717-767-2635 516-635-8887 843-886-3268 864-575-3222 864-616-8706 615-238-1043 210-481-1940 281-910-9875 757-498-1830 540-460-1579 804-513-2990 425-214-3418 425-486-5274 509-499-9765 608-469-7747 908-552-6025 011-90-312-4732264

EXHIBIT G
TO FRANCHISE DISCLOSURE DOCUMENT

STATEMENT OF FRANCHISEE

STATEMENT OF FRANCHISEE/DIRECTOR OF REGIONAL SUPPORT [Note: Dates and Answers Must be Completed in the Prospective Franchisees/Director of Regional Supports Own Handwriting] Since the prospective Franchisee or Director of Regional Support (also called me, our, us, we, and/or I in this document) and Maui Wowi Franchising, Inc. (also called Maui Wowi, you, or your) both have an interest in making sure that no misunderstanding exist between each of us, and to verify that no violations of law might have occurred, and understanding that Maui Wowi is relying on the statements I/we make in this document, I/we advise Maui Wowi as follows: A. The following dates and information are true and correct: 1. The date of our first face-to-face meeting with any person to discuss the possible purchase of a MAUI WOWI Business or DRS Business, as applicable.

2. The date on which I/we received a Franchise Disclosure Document providing me/us with information regarding the purchase of a MAUI WOWI Business or DRS Business, as applicable.

3. The date when I/we received a fully completed copy (other than signatures) of the Franchise Agreement or Director of Regional Support Agreement, as applicable, and all other documents I/we later signed.

4. The earliest date on which I/we signed the Franchise Agreement or Director of Regional Support Agreement, as applicable, or any other binding document (not including any Receipt evidencing our receipt of the Franchise Disclosure Document).

5. The earliest date on which I/we delivered cash, a check or other consideration to Maui Wowi, or any other person or company.

B.

Representations and Other Matters: 1. No oral, written, visual or other promises, agreements, commitments, or representations of any type, including, but not limited to, any which expanded upon or were inconsistent with the Franchise Disclosure Document or the Franchise Agreement or Director of Regional Support Agreement, as applicable, have been made to me/us with respect to any matter nor have I/we relied in any way on such, except as expressly set forth in the Franchise Agreement or Director of Regional Support Agreement or a written Addendum thereto signed by me/us and the President of Maui Wowi, except as follows:

. (If none, write NONE in your own handwriting.) MW FDD Exhibit G Page 1 3/25/2011

G-1

2. No oral, written, visual or other claim, guarantee or representation (including, but not limited to, charts, tables, spreadsheets or mathematical calculations to demonstrate actual or possible results based on a combination of variables, such as multiples of price and quantity to reflect gross sales, or otherwise), which stated or suggested any specific level or range of actual or potential sales, costs, income, expenses, profits, cash flow, tax effects or otherwise (or from which such items might be ascertained), from franchised or non-franchised units, was made to me/us by any person or entity, nor have I/we relied in any way on any such, except for the information expressly set forth in ITEM l9 of the Franchise Disclosure Document (or an exhibit referred to therein), if any, except as follows:

. (If none, write NONE in your own handwriting). 3. No contingency, prerequisite, reservation or otherwise exists with respect to any matter (including, but not limited to, my/our obtaining any financing, my/our selection, purchase, lease or otherwise of a location, any operational matters or otherwise) or my/our fully performing any of my/our obligations, nor am I/we relying on Maui Wowi or any other entity to provide or arrange financing of any type, nor have I/we relied in any way on such, except as expressly set forth in the Franchise Agreement or Director of Regional Support Agreement, as applicable, or a written Addendum thereto signed by me/us and the President of Maui Wowi, except as follows: ___________________________________________________________________________________________ ___________________________________________________________________________________________ . (If none, write NONE in your own handwriting). 4. If the prospective Franchisee or Director of Regional Support is a business entity, the individuals signing for the Prospective Franchisee/Director of Regional Support constitute all of the executive officers, members, managers, partners, shareholders, investors and/or principals (as applicable) of the Prospective Franchisee or Director of Regional Support and each of such individuals has received the Franchise Disclosure Document and all exhibits and carefully read, discussed, understands and agrees to the Franchise Agreement or Director of Regional Support Agreement, as applicable, and each written Addendum or Exhibit. 5. I/we have had an opportunity to consult with an independent professional advisor, such as an attorney or accountant, prior to signing any binding documents or paying any sums, and Maui Wowi has strongly recommended that I/we obtain such independent professional advice. I/we have also been advised by Maui Wowi to discuss my/our proposed purchase of, or investment in, a MAUI WOWI Business or DRS Business, as applicable, with one or more existing Maui Wowi franchisees or directors of regional support prior to signing any binding documents or paying any sums and I/we have been supplied with a list of existing Maui Wowi franchisees and directors of regional support. 6. I/we understand that entry into any business venture necessarily involves certain risk of loss or failure, that the purchase of a MAUI WOWI Business or DRS Business, as applicable (or any other franchise) is a speculative investment, that investment beyond the amounts outlined in the Franchise Disclosure Document may be required to succeed, that there exists no guaranty against possible loss or failure in this or any other business and that the most important factors in the success of any MAUI WOWI Business or DRS Business, including the one to be operated by me/us, are my/our personal business, marketing, sales, management, judgment and other skills. If there are any matters inconsistent with the statements in this document, or if anyone has suggested that I sign this document without all of its statements being true, correct and complete, I/we will make a written statement regarding such next to my signature below so that Maui Wowi may address and resolve any such issue(s) at this time and before either party goes forward. MW FDD Exhibit G Page 2 3/25/2011

G-2

I/we understand and agree to all of the foregoing and represent and warrant that all of the above statements are true, correct and complete. Date: _____________________ PROSPECTIVE FRANCHISEE/DIRECTOR OF REGIONAL SUPPORT:

By: Print Name:

By: Print Name:

By: Print Name:

All of the above is true, correct and complete to the best of my knowledge. Franchise Marketing Representative: ______________________________________________ Reviewed by: _______________________________________________________(Maui Wowi) President: __________________________ Franchise Agreement Number: __________

MW FDD Exhibit G Page 3 3/25/2011

G-3

ILLINOIS RIDER TO THE MAUI WOWI FRANCHISING, INC. STATEMENT OF FRANCHISEE/ DIRECTOR OF REGIONAL SUPPORT BETWEEN MAUI WOWI FRANCHISING, INC. AND _______________________________ DATED _________ 1. The following is added to Paragraph B.2: Section 41 of the Illinois Franchise Disclosure Act states that any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of this Act is void.

PROSPECTIVE FRANCHISEE/DIRECTOR OF REGIONAL SUPPORT (Print Name) By: Title:

FRANCHISING REPRESENTATIVE (Print Name)

By: Title:

G-4

EXHIBIT H
TO FRANCHISE DISCLOSURE DOCUMENT LIBRARY OF OPERATING MANUALS TABLE OF CONTENTS

Table of Contents (EOM)

1. Introduction to Equipment TAB 1 1.1 Equipment Overview 1 1.2 Recommended Enclosed Trailer Size 1 1.3 Kaanapali Cart Small wares 1 1.4 Cart Management 2 1.5 Maintenance, Repairs and Changes 3 1.6 Retrofit for the Surfboard 3 1.7 The Blenders 5 1.8 To Summarize 6 1.9 Kaanapali cart 6 1.10 Lanai Cart 7 1.11 Three Bay Sink Additional Equipment 7 1.12 Ice Caddy/Storage- Additional Equipment 8 1.13 Equipment Manual 9 1.14 Standard Maui Wowi Equipment 10 1.15 Identifying your Equipment Package 10 1.16 Step II: Ordering your Equipment 11 1.17 Manufacturing Lead Times 11 1.18 Receiving your Equipment 11 1.19 Transporting your Equipment 12 1.20 Setting up your Equipment 13 1.21 Equipment Maintenance 13 1.22 Winterizing your Cart 14 1.23 Step by Step Instructions on How to Winterize Your Cart 15 1.24 The Pump on your Cart 16 17 1.25 Pressure Switch Operation 1.26 By- Pass Operation 17 1.27 Mounting 17 1.28 Plumbing 18 1.29 Troubleshooting 20 1.30 Service Kits 21 1.31 Return Policy 21 1.32 Limited Warranty Procedure 21 1.33 Equipment Listings and Specifications 23 1.34 Kaaanapali Cart Specifications 23 1.35 Cart Cover Specifications 23 1.36 Mobile 3 Comp Sink Specifications 24

2. 3. 4.

5.

1.37 Cooler Cart Specifications 25 1.38 Transport Trailer Specifications 26 1.39 Event Trailer Specifications 26 1.40 Espresso Machine Specifications 28 1.41 Espresso Module Specifications: 29 1.42 Fixed Location Kiosk 29 1.43 Franchise Owner Location and Equipment Check List and Approval Form 30 1.44 Equipment Receiving Procedure 32 1.45 Equipment Receiving Procedure Checklist 32 1.46 Tracking 33 1.47 Maui Wowi Hawaiian Franchise Owner Equipment Policy 33 1.48 Official Equipment Policy Per UFOC 34 1.49 Used Equipment Policy 34 1.50 Transfer Equipment Fee 35 1.51 Kevry Equipment Refurbishment Program 35 Equipment Ordering Process ( Kevry ) TAB 2 Equipment Ordering Process ( ISS ) TAB 3 Event Health Department Regulatory Considerations TAB 4 4.1 Health Department Regulations 44 4.2 Health Department Outline 45 4.3 Fire Department Regulations 45 4.4 Sample Health Department Plan Review 46 4.5 Plan Review 47 4.6 General Health Department Questions 47 4.7 Sizing Potable Water Systems 48 4.8 Locations Submission Form 49 Events and Catering TAB 5 5.1 Booking Events 50 5.2 Handy Resources to Find Events 51 5.3 On- Line Resources for Fairs, Festivals and Special Events 52 5.4 Sponsorship How to get into any Festival, Event or Event Venue 52 5.5 Choosing Events 54 5.6 The Application Process 55 5.7 Research 56 5.8 Event Profile 57 5.9 Venues 58 5.10 Sharing Events with other Operators 59 5.11 Event Operations 59 5.12 Tickets at Events 60 5.13 MWH Inventory Sheet for Events 62 5.14 Reporting Sales 63 5.15 Event Log Sheet 64 5.16 Event Set- Up 65 5.17 Set- Up Procedures 68 5.18 Approved MWH Counter Tops 69

 5.19 Closing for the Night 71 5.20 Cleaning Up 73 5.21 Keeping the Insects Away 74 5.22 Top Ten List For Event Professionalism 74 5.23 Catering 76 5.24 Tiki To Go Catering Unit 87 5.25 Tiki Bar FAQS 89 5.26 Tiki To Go Ordering 89 5.27 Catering FAQS 91 5.28 Event Policy and Procedures 93 6. Employees TAB 6 6.1 Hiring 96 6.2 Managing 97 6.3 Other Issues 97 6.4 The Uniform 98 6.5 Care and handling of MWH Hawaiian Shirts The Recipe 98 6.6 Train The Trainer ( On CD or ISS) 6.7 Employment Application ( on CD or ISS) 6.8 Employee Manual ( CD or ISS) 6.9 Employee Manual KEY ( CD or ISS) 6.10 I 9 ( CD or ISS) 6.11 Employee File Requirements Sheet 6.12 Transfer Form 7. Event Site Form Example TAB 7 8. Event Site Visit Standards TAB 8 9. Mystery Shop Program TAB 9 10. Mystery Shop Form Example TAB 10 11. Vitamix Blender Manual TAB 11 12. Tiki to Go Assembly Instructions TAB 12 13. Lanai Specs TAB 13 14. 2007 K cart Specs TAB 14 15. LA county ( modified) K cart Specs TAB 15 16. Bunn Brewer Information TAB 16 17. Bunn Airpot Information TAB 17 18. Espresso Machine Information TAB 18 19. Espresso Grinder TAB 19 20. Hot Koko Mixing Instructions for Events TAB 20 21. Sample Event Checklist and Hints from the Ohana TAB 21
090108

Table of Contents (Products)

1. How to make a Maui Wowi 1.1 Maui Wowi - The Drink 1.2 Pricing 1.3 Perceived Value 1.4 Margins 1.5 The Banana Facts 1.6 The Ice 1.7 The Logoed Parasols 1.8 Making a Maui Wowi 1.9 Blend of the Day Guide 1.10 A Few Thoughts 1.11-1.30 MWH Supplement Manual 1.31 Supplement Order Form 2. Contents and Nutrition 2.1 The Maui Wowi Base Mix aka The Blend 2.2 Nutritional Benefits of Maui Wowi 2.3 Other Nutritional Facts 2.4 Maui Wowi Flavors 2.5 Juice Percentages by Flavor 2.6 Ingredient listings - Maui Wowi Smoothie Mixes 2.7 Nutritional Information 2.8 Banana Chart 2.9 How to read manufacturing date 3. Kona Chillin Line: Whats all the buzz about? 3.1 The History of the Kona Chillin Line 3.2 Case Study 3.3 Testimonials. 3.4 Chilling with the Chillin Line.What is it?? 3.5 Frequently Asked Questions 4. Alcohol 4.1 Alcohol Overview 4.2 Responsible Alcohol Service 4.3 Maui Wowi Liquor Mixes 4.4 Maui Wowi Fresh Hawaiian Blended Cocktails 1 2 2 3 3-6 7 8 9 10 11 12-31 31 32 33 34 35 36 36 37-42 43 44 45 46 46 47-50 51 52 53 54 55

5. Coffee, Espresso 5.1 Maui Wowi Hawaiian Brand Coffee, Espresso 5.2 About CODA 5.3 Brewer Operations 5.4 Definitions of Espresso Drinks 5.5 How to Make Maui Wowi Espresso 5.6 Pods 5.7 Brewing (extracting) Espresso 5.8 All about Milk 5.9 Effect of Temperature on Foaming Ability 5.10 Foaming, Frothing, Steaming... 5.11 Beginner's Guide to Milk Frothing 5.12 The Next Level 5.13 How Much Foam? 5.14 Care of your Machines 5.15 Bunn 5.16 Troubleshooting your Bunn machine 5.17 Events Model and Coffee 5.18 Coffee Background 5.19 The History 5.20 Okay, but what happens after its picked and dried? 5.21 So all espresso is coffee, but. 5.22 A word about caffeine 5.23 A word about storing your coffee 5.24 A word about safety 5.25 100% Kona Cup Recipe 6. Hawaiian Products 6.1 Average Ticket Size 6.2 Complete Hawaiian Products Guide ( PDF ) 7. Baked Product (Cookies) 7.1 Otis Cookie Baking 7.2 Display 7.3 Selling and Packaging 7.4 Ideal Display Case 8. Otis Nutrition Information 9. Halal Certificate for Monin Syrups 10. Kosher Certificate for Monin Syrups 11. Kof-K Certificate for MWH blends Kosher Certificate for MWH Coffee 12. MWH Smoothie Ingredients Sheet 12.1 Gluten Free letter 13. Heart to Heart PH letter

56 57-58 59-61 62 62 63 64 64-67 68 69 70 70 70-72 73 74-82 83 83-84 85-86 87-88 89-91 92 92 92 93 93 94 95-155 156 157 157 158-160 161 162 163 164 164 165 166 167

14. MWH PH level test 15. Weight Watchers Points 16. Product Transfer Form 17. Product Presentation Guide

100108

Table of Contents (SOP)

1. Introduction 1.1 Welcome to the Ohana 1.2 Contact Information 1.3 Ten Golden Rules 1.4 Staff Directory 1.5 Wiki Wiki Desk 1.6 Training Program 2. OPS Standards 2.1 Definition of Operating Units 2.2 Transfer Fee 2.3 The Maui Wowi Hawaiian System 2.4 Goals 2.5 Goal Worksheet 2.6 General Business Plan Example 2.7 Confidentiality Agreement 2.8 Executive Summary Sample 2.9 Startup Summary 2.10 Site Visit Information 2.11 Store Site Visit Form- Example 2.12 Event Site Visit Form- Example 2.13 Mystery Shop Program 2.14 Intellishop Mystery Shop Events Example 2.15 Intellishop Retail/Non Trad Example 3. Business Set Up 3.1 The Team 3.2 Attorneys 3.3 Banks 3.4 Bookkeepers 3.5 Accountants 3.6 Insurance Agents 3.7 Liquor Liability Insurance 3.8 Business Advisors 3.9 Business Organization 3.10 Business Permits 3.11 Professional Employer Organization ( P.E.O) 1-2 3 4-7 8 9 10-15 16 17-18 18-19 18-19 20 21 22 23-24 24-32 33-34 34-43 44-51 52 53 54 55 55 55 55 56 56 57 58 58 59 60-61 013109

 3.13 Business Set Up- Equipment Leasing Options 3.13 Benefits of Leasing vs. Other Options 3.14 FAQS 3.15 Certificate of Good Standing 4. DRS 4.1 Welcome Calls 4.2 Event Operations 4.3 Retail/ Non Trad Locations 4.4 DRS Communication Role 4.5 DRS, FAC, Wiki Wiki Desk- Levels of Support 4.6 DRS Protector of the Brand Role 4.7 DRS Accountability 5. Peer Review Referral Program 5.1 Heres How it Works 5.2 Franchise Operator Peer Review Questionnaire Form 5.3 Peer Review Process 5.4 MWH Franchise Operator Referral Program Outline 5.5 Key Points to Remember 5.6 Process to Book a Hawaiian Getaway 6. SSPR Backgrounder PR firm 6.1 PR Template 7. Marketing 7.1 MWH Marketing Role 7.2 Maui Wowi Name- The Marks 7.3 No Use of Other Marks 7.4 Advertising Fund 7.5 Promotional Materials 7.6 Signs 7.7 Web Page 7.8 Modification 7.9 Termination by Franchisor 30 day cure period 7.10 Marketing FAQS 7.11 Marketing Custom Work 7.12 MWH Custom Marketing Design Rates 7.12 Marketing Guidelines 8. MWH Franchise Operator Marketing Plan Template 9. Competitive Analysis 9.1 Direct Competitors 9.2 Freshens Smoothie Company 9.3 Island Oasis Beverage Company 9.4 Jamba Juice 9.5 Juice it Up! 9.6 Planet Smoothie 9.7 Smoothie King 9.8 Surf City Squeeze 10. Beta Testing New Product

62 63 63-65 64 67-68 68 68 69 70-71 72 73-74 75-76 77 78 79 80 80 81 82 83 83 83 83 84 84 84 84 84 85-87 88 89 89-155 156-164 165-167 168 168 169 169 170 171 172

 10.1 Submitting New Product 173 10.2 MWH New Product Criteria 173 10.3 Non- Proprietary Form and Mainland Approval 174-175 11. Ordering through Roma foods 176 11.1 Ordering Guide 177-185 11.2 Roma Contact Information 186 11.3 Q and As 187-193 11.4 Returning Undamaged products after Delivery 194 11.5 Returning Damaged Products after Delivery 194 11.6 Invoice Q and As 196-199 11.7 Delivery Guidelines 200 11.8 Key Drop Guidelines 200 11.9 Key Drop Procedure Checklist 201 11.10 Call and Delivery Worksheet 202-203 12. Roma Credit Application 204 13. Uniform Sales and use of Tax Certificate Multi- Jurisdiction 205 14. Letter of Summary and Roma ACH Form 206-207 15. Royalty Program Policies and Reporting Procedures 208 15.1 Report Submission Deadlines and Payment Dates 208-209 15.2 Penalties 210 16. Events and Catering 16.1 Booking Events 211 16.2 Handy resources for Finding Events 212 16.3 On- Line Resources for Fairs, Festivals and Special Events 213 16.4 Sponsorship- How to get into any Festival, Event or Event Venue 213-214 16.5 Choosing Events 215-216 16.6 The Application Process 216 16.7 Research 217 16.8 Event Profile 218 16.9 Venues 219 16.10 Sharing Events with Other Operators 220 16.11 Event Operations 221 16.12 Tickets at Events 221-222 16.13 MWH Inventory Sheet for Events 223 16.14 Reporting Sales 224 16.15 Event Log Sheet 225 16.16 Event Set Up 226-228 16.17 Set Up Procedures 229 16.18 Approved MWH Counter Top Displays 230-231 16.19 Closing for the Night 232 16.20 Cleaning Up 233 16.22 Top Ten List for Event Professionalism 234-236 16.23 Catering 237-247 16.24 Tiki to Go Catering Unit 248 16.25 Tiki to Go FAQS 249 16.26 Tiki to Go Ordering Process/ Invoicing Process 250

 16.27 Catering FAQS 251-252 17. Event Listing Policy and Procedures 17.1 Definition of Listed Status 253 17.2 Event Protection Policy 253-254 18. Fixed Location Policy 18.1 The Fixed Location Policy 255 18.2 Acknowledgement and Release Form 256-258 18.3 Real Estate 259 18.4 The Turnkey Includes. 259-260 18.5 Turnkey Cost Breakdown 261-262 18.6 Fixed Retail Site Acquisition 263 18.7 The Site Submittal Process for Fixed Locations 263 18.8 Process to Secure a Location 264 18.9 MW Site Development Program 266 18.10 MW Site Criteria by Discipline 267 18.11 Fixed location Checklist 268 18.12 Change of MW Operational Management at an Event or Venue 270 18.13 Event, Venue or Fixed Retail Equipment Refurbishment Program 271 19. MW Construction and Design 19.1 Maui Wowi Construction and Design Process 272-282 20. Gift Card Program 20.1 Location set up Form ( Required) 283 20.2 Explanation of How the Gift Card Program Works 284-285 20.3 Location Set up Form for the MW Gift Card Program 285-286 21. Equipment ONLY- Selling Procedures 21.1 Equipment Only Sales 287 21.2 Franchise Agreement Sales with Qualifying Unit (s) 287 22. Transfer/ Resale Packet 22.1 Before We begin 288 22.2 Statement of Franchise Intent 288-295 22.3 Non- Exclusive Brokerage Agreement 296-299 22.4 Confidentiality Agreement 300-302 22.5 Mutual Waiver and Release 303 23. New Forum Manual 304-309

Table of Contents (Store)

1. Pre- Opening Checklists 1.0 Planning Store Openings 1 1.1 Items to have Ready for Installation of Espresso Machine 2 1.2 Product and Items to Have Ready for Training Days 3 1.3 Tundra Small Wares Package 4 1.4 Store Equipment Checklist 5 1.5 Equipment Ordering on ISS 6 1.6 Pre Opening/ Training Checklist 7 1.7 Franchise Training Agreement 8 1.8 POS Check Off List 9 1.9 POS Timeline 10-11 1.10 Acrylic Sneeze guard Directions 12 2. Store Opening Agenda Sample 13-17 3. Train the Trainer Program 18 ( on disc ) 4. Employee Manual 19 ( on disc ) 5. Employee Manual KEY 20- 35 ( on disc ) 6. Employee File Checklists 36-37 7. POS/CASH Register 7.1 POS Training Checklist 38-40 7.2 POS Menu Board Pricing Form 41-46 7.3 Price Analysis Procedure 47 7.4 POS Training Guide For Maui Wowi 48-78 7.5 Valutech-Selbysoft Info 79-80 7.6 Location Set-Up Form 81-82 7.7 Day to Day Financial Handlings 83-84 7.8 Opening Cash Sheet 85 7.9 Cash Reconciliation Form 86 7.10 Register Over Short Report 87 8. Display Info 8.1 Merchandising Guidelines 88 8.2 Display Set Up Criteria 89 8.3 Basket Tree Instructions 90 8.4 Product Display Plan-o-Grams 91-99 9. Tiki to Go Instructions 100-106 10. Open/Close Procedures- Sample 107-110 11. Cheat Sheets 111-119 12. Mystery Shop 120

13. Addtl Resources 13.1 Espresso and Coffee QUIZ 121-122 13.2 Espresso and Coffee KEY 123 13.3 Maui Wowi Bingo Game- Sample 124 13.4 Suggested Weekly Activities- Sample 125 14. Manuals ( insert MFG guide upon receipt ) 126 15. Blender Manual ( insert MFG guide upon receipt ) 126 16. Brasillia Portfino Manual (insert MFG guide upon receipt ) 126 17. Grinder Manual( insert MFG guide upon receipt ) 126 18. Schaerer- Ambiente Manual (insert MFG guide upon receipt )126 19. Nuova Simonelli Manual( insert MFG guide upon receipt ) 126 20. Bunn Manual ( insert MFG guide upon receipt) 126 21. Airpot Manual ( insert MFG guide upon receipt ) 126 22. Suggested Maintenance 127 23. LOGS 23.1 Food Safety 128-131 23.2 Damaged/Discarded Product Log 132 23.3 Refrigeration Log 133 23.4 Receiving Log 134 23.5 Thermometer Calibration Log 135 23.6 Freezer Door Inventory sheet 136 23.7 Product Transfer 137 23.8 Consumable(s) Inventory Sheet 138 23.9 MWH Smoothie Inventory Sheet 139 23.10 Till Report Template 140

033109

EXHIBIT I
TO FRANCHISE DISCLOSURE DOCUMENT SUMMARY OF INDUSTRY SPECIFIC LAWS

SUMMARY OF SPECIAL LAWS AND REGULATIONS PERTAINING TO THE FRANCHISE BUSINESS The business of operating a MAUI WOWI Business is subject to all of the laws, codes and regulations (referred to below generally as laws) normally applicable to retail businesses. These include: (1) federal, (2) state, and (3) in most instances, city, county, parish, borough, municipality or other local laws. 1. General Food Service Industry Laws.

(a) The United States Department of Agriculture and the Food and Drug Administration regulate the manufacture, labeling and distribution of food products. (b) State regulations may govern the storage, handling and serving of food and the operations of a temporary event food service location and/or mobile concession trailer. (c) Your Maui Wowi Operating Unit is subject to local food and health permits and inspection laws. Health laws are intended in part to reduce food borne illnesses and may cover such issues as: requiring employees to take a test and obtain a license as a food service worker, having accessible sinks, bathrooms for certain size establishments, inspections for cleanliness and compliance, equipment cleaning, storage and packaging, size of facilities, allowed foods, refrigeration, etc. (d) If you sell liquor, you will need to obtain a liquor license. State and local laws, regulations and ordinances vary significantly in the procedures, difficulty and cost associated with obtaining a license to sell liquor, the restrictions placed on the manner in which liquor may be sold, and the potential liability imposed by dram shop laws involving injuries, directly and indirectly, related to the sale of liquor and its consumption. You will need to understand and comply with those laws in operating your Maui Wowi Operating Unit. 2. Federal. Examples of other federal laws affecting many small businesses are wage and hour, occupational health and safety, equal employment opportunity, taxes, hazardous materials communication to employees, hazardous waste and environmental, and the Americans With Disabilities Act. 3. State. State laws may cover the same topics as federal laws. Examples of other state laws affecting many small businesses include environmental, occupational health and safety, fire, taxes, health, and building and construction laws. 4. Local. Local laws may cover the same topics as federal and state laws. Examples of other local laws affecting many small businesses include health and sanitation, building codes, fire codes, permits, and waste disposal. The foregoing are examples of some, but not all of the laws that may be applicable to the franchised business described in the Disclosure Document. The Franchise Agreement places the responsibility for complying with all applicable laws and regulations upon you, the franchisee. You should research these requirements before you invest.

EXHIBIT J
TO FRANCHISE DISCLOSURE DOCUMENT STATE ADDENDA

STATE LAW ADDENDA TO FRANCHISE DISCLOSURE DOCUMENT The following modifications are to the MAUI WOWI FRANCHISING, INC. Franchise Disclosure Document for the states noted below. The following states have statutes that may supersede the Franchise Agreement in your relationship with us, including the areas of termination and renewal of your franchise: ARKANSAS [Stat. Sections 4-72-201 to 4-72-210], CALIFORNIA [Bus. & Prof. Code Sections 20000-20043], CONNECTICUT [Gen. Stat. Ch. 739, Sections 42-133e to 42133h], DELAWARE [Title 6, Ch. 25, Code Sections 2551-2556], HAWAII [Title 26, Rev. Stat. Section 482E-6], IDAHO [Code Section 29-110], ILLINOIS [ILCS, Ch.815, Sections 705/1-705/44], INDIANA [Code Section 23-2-2.7-1 to 7], IOWA [Title XX, Code Sections 523H.1-523H.17], MARYLAND [MD. CODE ANN., BUS. REG. Sections 14-201 to 14-233 (2004 Repl. Vol.)], MICHIGAN [1979 Comp. Laws, Section 445.1527], MINNESOTA [1996 Stat. Section 80C.14], MISSISSIPPI [Code Sections 75-24-51 to 75-24-63], MISSOURI [Rev. Stat. Sections 407.400-407.410, 407.413, 407.420], NEBRASKA [Rev. Stat. Sections 87-401 to 87-410], NEW JERSEY [Rev. Stat. Sections 56:10-1 to 56:10-12], SOUTH DAKOTA [Codif. L. Section 37-5A-51], VIRGINIA [Code Section 13.1-564], WASHINGTON [Rev. Code Sections 19.100.180, 19.100.190], WISCONSIN [Stat. Sections 135.01 - 135.07], DISTRICT OF COLUMBIA [Code Sections 29-1201 to 29-1208], PUERTO RICO [Ann. Laws, Title 10, Ch. 14, Sections 278-278d], VIRGIN ISLANDS [Code Ann., Title 12A, Ch. 2, Subch. III, Sections 130-139]. These and other states may have court decisions that may supersede the Franchise Agreement in your relationship with us, including the areas of termination and renewal of your franchise.

CALIFORNIA The California Franchise Investment Law requires a copy of all proposed agreements relating to the sale of the franchise be delivered together with the Franchise Disclosure Document.

OUR WEBSITE (www.mauiwowi.com) HAS NOT BEEN REVIEWED OR APPROVED BY THE CALIFORNIA DEPARTMENT OF CORPORATIONS. ANY COMPLAINTS CONCERNING THE CONTENT OF THIS WEBSITE MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT OF CORPORATIONS AT www.corp.ca.gov.
California Business and Professions Code Sections 20000 through 20043 provide rights to you 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 contains a covenant not to compete which extends beyond the termination of the franchise. This provision may not be enforceable under California law. The Franchise Agreement requires binding arbitration to be held in Denver, Colorado. You will be required to travel to Denver, Colorado and pay your own expenses incurred in any such arbitration proceeding. The arbitration provision may not be enforceable under California law. The earnings claims figures do not reflect the costs of sales or operating expenses that must be deducted from the gross revenue or gross sales figures to obtain your net income or profit. The best source of cost and expense data may be from franchisees and former franchisees, some of whom may be listed in Exhibit E and Exhibit F. The Franchise Agreement requires application of the laws of the State of Colorado. This provision may not be enforceable under California law.

J-1

HAWAII The following is added to the Disclosure Document State Cover Page: 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 YOU, OR SUBFRANCHISOR, AT LEAST SEVEN DAYS PRIOR TO THE EXECUTION BY YOU, OF ANY BINDING FRANCHISE OR OTHER AGREEMENT, OR AT LEAST SEVEN DAYS PRIOR TO THE PAYMENT OF ANY CONSIDERATION BY YOU, 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 US AND YOU. The following list reflects the status of the franchise registrations of the Franchisor in the states which require registration: A. This proposed registration is effective in the following states: California, Hawaii, Illinois, Indiana, Maryland, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin B. This proposed registration is or will shortly be on file in the following states: None C. States which have refused, by order or otherwise, to register these franchises are: None D. States which have revoked or suspended the right to offer the franchises are: None E. States in which the proposed registration of these franchises has been withdrawn are: None

ILLINOIS Section 41 of the Illinois Franchise Disclosure Act states that any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of this Act or any other law of this State is void. The State Cover Page, Risk Factor 1 is deleted and replaced by the following:

J-2

1. THE FRANCHISE AGREEMENT REQUIRES ARBITRATION ONLY IN COLORADO. OUT OF STATE ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT. IT MAY ALSO COST YOU MORE TO ARBITRATE IN COLORADO THAN IN ILLINOIS. The Summary columns of Items 17.v and 17.w are deleted and replaced by the following: 17.v: Except for certain claims, all disputes must be arbitrated in Denver, Colorado. Any litigation may be brought in Illinois. 17.w: Federal and Illinois laws.

INDIANA The following is added to the end of the Summary column in Item 17.m. of the Disclosure Document: Any release executed in connection herewith will not apply to any claims that may arise under the Indiana Franchise Disclosure Law and the Indiana Deceptive Franchise Practices Act. The Summary column in Item 17.r. of the Disclosure Document is deleted and the following is inserted in its place: No competing business for two (2) years or within five (5) miles of your Permanent Location or Event(s). The following is added to the end of the Summary column in Item 17.t. of the Disclosure Document: Notwithstanding anything to the contrary in this provision, you do not waive any right under the Indiana Statutes with regard to prior representations made by us. The Summary column in Item 17.u. of the Disclosure Document is deleted and the following is inserted in its place: Non-binding mediation in Colorado, or, if disputes are not resolved through mediation, arbitration. Except for certain claims, all disputes must be arbitrated in Indiana. This language has been included in this Disclosure Document as a condition to registration. The Franchisor and the Franchisee do not agree with the above language and believe that each of the provisions of the Franchise Agreement, including all venue provisions, are fully enforceable. The Franchisor and the Franchisee intend to fully enforce all of the provisions of the Franchise Agreement and all other documents signed by them, including but not limited to, all venue, choice-of-law, arbitration provisions and other dispute avoidance and resolution provisions and to rely on federal pre-emption under the Federal Arbitration Act. The Summary column in Item 17.v. of the Disclosure Document is deleted and the following is inserted in its place: Litigation regarding Franchise Agreement in Indiana; other litigation in Colorado. This language has been included in this Disclosure Document as a condition to registration. The Franchisor and the Franchisee do not agree with the above language and believe that each of the provisions of the Franchise Agreement, including all venue provisions, are fully enforceable. The Franchisor and the Franchisee intend to fully enforce all of the provisions of the Franchise Agreement and all other documents signed by them, including but not limited to, all venue, choice-of-law, arbitration provisions and other dispute avoidance and resolution provisions and to rely on federal pre-emption under the Federal Arbitration Act. The Summary column in Item 17.w. of the Disclosure Document is deleted and the following is inserted in its place: Indiana law applies to disputes covered by Indiana franchise laws; otherwise Colorado law applies. This language has been included in this Disclosure Document as a condition to registration. The Franchisor and the Franchisee do not agree with the above language and believe that each of the provisions of the Franchise Agreement, J-3

including all venue provisions, are fully enforceable. The Franchisor and the Franchisee intend to fully enforce all of the provisions of the Franchise Agreement and all other documents signed by them, including but not limited to, all venue, choice-of-law, arbitration provisions and other dispute avoidance and resolution provisions and to rely on federal pre-emption under the Federal Arbitration Act.

MARYLAND The following is added to the end of the first paragraph in Item 5: Upon the cancellation of your rights and prior to receiving this partial refund, you will be required to execute a general release releasing all claims you may have against us and our Affiliate. This general release excludes claims which may arise under the Maryland Franchise Registration and Disclosure Law. Items 1 and 17 of the Disclosure Document are amended to specifically state that the general release required as a condition of renewal, sale, and/or assignment/transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law. Item 17 of the Disclosure Document is amended to state that you may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law to the extent litigation is permitted under the Franchise Agreement. Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three years after the grant of the franchise. Item 17 of the Disclosure Document is hereby amended to the extent required under the Maryland Franchise Registration and Disclosure Laws.

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. Each of the following provisions is void and unenforceable if contained in any documents relating to a franchise: (a) A prohibition on your right to join an association of franchisees.

(b) A requirement that you assent to a release, assignment, novation, waiver, or estoppel which deprives you of rights and protections provided in this act. This shall not preclude you, after entering into a Franchise Agreement, from settling any and all claims. (c) A provision that permits us to terminate a franchise prior to the expiration of its term except for good cause. Good cause shall include your failure 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 such failure. (d) A provision that permits us to refuse to renew your franchise without fairly compensating you by repurchase or other means for the fair market value at the time of expiration of your inventory, supplies, equipment, fixtures, and furnishings. Personalized materials which have no value to us and inventory, supplies, equipment, fixtures, and furnishings not reasonably required in the conduct of the franchise business are not subject to compensation. This subsection applied only if: (i) the term of the franchise is less than 5 years and (ii) you are 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 you do not receive at least 6 months advance notice of our intent not to renew the franchise. (e) A provision that permits us 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.

J-4

(f) A provision requiring that arbitration or litigation be conducted outside this state. This shall not preclude you from entering into an agreement, at the time of arbitration, to conduct arbitration at a location outside this state. (g) A provision which permits us to refuse to permit a transfer of ownership of a franchise, except for good cause. This subdivision does not prevent us from exercising a right of first refusal to purchase the franchise. Good cause shall include, but is not limited to: (i) standards. (ii) (iii) obligations. The failure of the proposed transferee to meet our then current reasonable qualifications or

The fact that the proposed transferee is a competitor of us or our subfranchisor. The unwillingness of the proposed transferee to agree in writing to comply with all lawful

(iv) Your or proposed transferees failure to pay any sums owing to us or to cure any default in the Franchise Agreement existing at the time of the proposed transfer. (h) A provision that requires you to resell to us items that are not uniquely identified with us. This subdivision does not prohibit a provision that grants to us 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 us the right to acquire the assets of a franchise for the market or appraised value of such assets if you have breached the lawful provisions of the Franchise Agreement and have failed to cure the breach in the manner provided in subdivision (c). (i) A provision which permits us to directly or indirectly convey, assign, or otherwise transfer our obligations to fulfill contractual obligations to you 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: State of Michigan Suzanne Hassan, Assistant Attorney General Franchise Section - Consumer Protection Division G. Mennen Williams Building, 6th Floor 525 W. Ottawa Street Lansing, Michigan 48933 Telephone Number: (517) 373-7117

MINNESOTA Minnesota Statutes Sec. 80C.21 and Minn. Rule Part 2860.4400(J) prohibit us from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring you to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing in the Disclosure Document or Franchise Agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction. Item 13 of the Disclosure Document is amended to state that we will protect your rights to use the Marks or indemnify you for any loss, costs, or expenses arising out of any claim suit or demand regarding the use of the Marks. The following statement is hereby added at the end of Item 17: With respect to franchises governed by Minnesota law, the Franchise Agreement is amended to state that we will comply with Minnesota Statute 80C.14 subdivisions 3, 4, and 5, which require except in certain specific J-5

cases, (1) that you be given 90 days notice of termination (with 60 days to cure) and 180 days notice for nonrenewal of the Franchise Agreement, and (2) that our consent to the transfer of the franchise will not be unreasonably withheld.

NEW YORK 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 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 THIS 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 DISCLOSURE DOCUMENT. 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 DISCLOSURE DOCUMENT. The following paragraphs are hereby added at the beginning of Item 3 of the Disclosure Document: Except as disclosed in this Item 3, neither we nor any person identified in Item 2 above has any administrative, criminal or material civil action (or a significant number of civil actions irrespective of materiality) pending against it, him or her alleging a violation of any franchise law, securities law, fraud, embezzlement, fraudulent conversion, restraint of trade, unfair or deceptive practices, misappropriation of property or comparable allegations. Except as disclosed in this Item 3, neither we nor any person identified in Item 2 above has been convicted of a felony or pleaded nolo contendere to a felony charge, or within the ten year period immediately preceding the date of this disclosure document has been convicted of a misdemeanor or pleaded nolo contendere to a misdemeanor charge or been held liable in a civil action by final judgment or been the subject of a material complaint or other legal proceeding if such misdemeanor conviction or charge or civil action, complaint or other legal proceeding involved violation of any franchise law, securities law, fraud, embezzlement, fraudulent conversion, restraint of trade, unfair or deceptive practices, misappropriation of property or comparable allegations. Except as disclosed in this Item 3, neither we nor any person identified in Item 2, nor any affiliate offering franchises under our principal trademark is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities 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 restrictive 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. The following paragraph is hereby added at the beginning of Item 4 of the Disclosure Document: Except as described in this Item 4, Except as set forth below, neither we nor any predecessor, officer or general partner of Maui Wowi Franchising has, during the 10-year period immediately preceding the date of the disclosure document, been adjudged bankrupt or reorganized due to insolvency, or was a principal officer of any company or a general partner in any partnership that was adjudged bankrupt or reorganized due to insolvency during or within one year after the period that such officer or general partner of Maui Wowi Franchising held such position in such company or partnership, nor has any such bankruptcy or reorganization proceeding been commenced. The following sentence is added to the end of the first paragraph of Item 5 of the Disclosure Document:

J-6

We use the proceeds from your payment of the initial franchise fee to defray our costs and expenses for providing training and assistance to you and for other expenses. Item 17.d of the Disclosure Document is revised to read as follows: You may terminate the agreement on any grounds available by law. Item 17.j of the Disclosure Document is revised to read as follows: No assignment will be made except to an Assignee who, in our good faith judgment, is willing and able to assume our obligations under the Franchise Agreement. Item 17.w of the Disclosure Document is revised to read as follows: The foregoing choice of law should not be considered a waiver of any right conferred upon either the Franchisor or upon the Franchisee by the GBL of the State of New York, Article 33. This language has been included in this Disclosure Document as a condition of registration. The Franchisor and Franchisee do not agree with the above language and believe that each of the provisions of the Franchise Agreement including all choice of law provisions, are fully enforceable. The Franchisor and the Franchisee intend to fully enforce all of the provisions of the Franchise Agreement and all other documents signed by them, including but not limited to, all venue, choice-of-law provisions and other dispute resolution provisions. FACTORS TO BE CONSIDERED ANY DISPUTES, DIFFERENCES OR CONTROVERSIES THAT ARISE PURSUANT TO THE FRANCHISE AGREEMENT OR BREACH THEREOF SHALL BE SETTLED BY ARBITRATION. ALL SUCH PROCEEDINGS SHALL BE HELD IN DENVER, COLORADO. THIS INFORMATION SHOULD BE TAKEN INTO CONSIDERATION IN DETERMINING WHETHER OR NOT TO PURCHASE THIS FRANCHISE. WE REPRESENT THAT THIS DISCLOSURE DOCUMENT DOES NOT KNOWINGLY OMIT ANY MATERIAL FACT OR CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT.

NORTH DAKOTA The last column of Item 17.m of the Disclosure Document is hereby deleted in its entirety and the following is inserted in its place: Potential transfer registered with us at least 45 days before you actively market to third parties, new franchise operator is approved, transfer fee paid, resale assistance fee paid (if applicable), all amounts owed to us are paid, transfer agreement approved, assumption of Franchise Agreement obligations by new franchisee, current franchise agreement signed by new franchisee (which may contain terms and conditions materially different from your original Franchise Agreement), training fee paid, new franchisee satisfactorily completed the initial training program required for new franchise owners, and refurbishment of Operating Unit and equipment. (See also r. below.) The following statement is hereby added at the end of Item 17.r of the Disclosure Document: Covenants not to compete such as those mentioned above are generally considered unenforceable in the state of North Dakota. The last column of Item 17.u of the Disclosure Document is hereby deleted in its entirety and the following is inserted in its place: Non-binding mediation in Colorado, or, if disputes are not resolved through mediation, arbitration. Except for certain claims, all disputes must be arbitrated at a mutually agreed upon site (subject to state law). Item 17.v of the Disclosure Document is hereby deleted in its entirety. J-7

Item 17.w of the Disclosure Document is hereby deleted in its entirety.

RHODE ISLAND 19-28.1-14 of the Rhode Island Franchise Investment Act provides that A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act. The Disclosure Document and Franchise Agreement are amended accordingly to the extent required by law. The above language has been included in this Disclosure Document as a condition to registration. The Franchisor and the Franchisee do not agree with the above language and believe that each of the provisions of the Franchise Agreement, including all choice of law provisions, are fully enforceable. The Franchisor and the Franchisee intend to fully enforce all of the provisions of the Franchise Agreement and all other documents signed by them, including but not limited to, all venue, choice-of-law, arbitration provisions and other dispute avoidance and resolution provisions and to rely on federal pre-emption under the Federal Arbitration Act.

VIRGINIA 1. The following statement is added to the Summary column of Item 17.h:

Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any ground for default or termination stated in the Franchise Agreement does not constitute reasonable cause, as that term is defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable.

WASHINGTON Arbitration shall take place at a site to be determined, at the time of arbitration, by the arbitrator appointed by the Denver, Colorado office of JAG, but only if this is a valid requirement of the Washington Franchise Investment Protection Act. The preceding language has been included in this Disclosure Document as a condition to registration. We and you do not agree that this is required under the Washington Franchise Investment Practices Act and believe that each of the provisions of the Franchise Agreement, including all venue provisions, are fully enforceable. We and you intend to fully enforce all of the provisions of the Franchise Agreement and all other documents signed by us, including but not limited to, all venue, choice-of-law, arbitration provisions and other dispute avoidance and resolution provisions and to rely on federal pre-emption under the Federal Arbitration Act. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail. A release or waiver of rights executed by a franchisee shall not include rights 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 restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable. Transfer fees are collectable to the extent that they reflect the franchisors reasonable estimated or actual costs in effecting a transfer.

WISCONSIN The following paragraph is added to Article 8 of the Franchise Agreement: The conditions under which the Franchise Agreement can be terminated or not renewed may be affected by the Wisconsin Fair Dealership Law, Wisconsin Statutes 1981-82, Title XIV-A, Chapter 135.

J-8

J-9

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 Maui Wowi Franchising, Inc. (Maui Wowi) offers you a franchise, it must provide this Disclosure Document to you 14 calendar-days before you sign a binding agreement with, or make a payment to, the franchisor, or an affiliate, in connection with the proposed franchise sale or grant. New York and Rhode Island require that we give you this Disclosure Document at the earlier of the first personal meeting or 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 Washington require that we give you this Disclosure Document at least 10 business days before the execution of any binding franchise or other agreement or the payment of any consideration, whichever occurs first. If Maui Wowi does 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, D.C. 20580 and the appropriate state agency identified on Exhibit A. Maui Wowi authorizes the parties identified on Exhibit A to to receive service of process for Maui Wowi in the particular state. The following Franchise Sellers were involved in the offering of this franchise (the prospective franchisee should fill in the information if known): The following employee(s) of Maui Wowi, having a principal business address and telephone number the same as Maui Wowi: . The following independent sales agent: principal business address at : , telephone number: Issuance Date: March 22, 2011. I received a Disclosure Document dated March 22, 2011 that included the following Exhibits: EXHIBITS A. B. C. D. E. F. G. H. I. J. List of State Agencies/Agents for Service of Process Franchise Agreement with Attachments Nondisclosure and Noncompetition Agreement Financial Statements Lists of Franchisees and Directors of Regional Support Franchisees and Directors of Regional Support Who Have Left the System Statement of Franchisee Library of Operating Manuals Table of Contents Summary of Industry Specific Laws State Addenda , having a .

________________________ Date

__________________________________ Prospective Franchisee ___________________________________ PRINT NAME

FRANCHISEE 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 Maui Wowi Franchising, Inc. (Maui Wowi) offers you a franchise, it must provide this Disclosure Document to you 14 calendar-days before you sign a binding agreement with, or make a payment to, the franchisor, or an affiliate, in connection with the proposed franchise sale or grant. New York and Rhode Island require that we give you this Disclosure Document at the earlier of the first personal meeting or 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 Washington require that we give you this Disclosure Document at least 10 business days before the execution of any binding franchise or other agreement or the payment of any consideration, whichever occurs first. If Maui Wowi does 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, D.C. 20580 and the appropriate state agency identified on Exhibit A. Maui Wowi authorizes the parties identified on Exhibit A to to receive service of process for Maui Wowi in the particular state. The following Franchise Sellers were involved in the offering of this franchise (the prospective franchisee should fill in the information if known): The following employee(s) of Maui Wowi, having a principal business address and telephone number the same as Maui Wowi: . The following independent sales agent: principal business address at : , telephone number: Issuance Date: March 22, 2011. I received a Disclosure Document dated March 22, 2011 that included the following Exhibits: EXHIBITS A. B. C. D. E. F. G. H. I. J. List of State Agencies/Agents for Service of Process Franchise Agreement with Attachments Nondisclosure and Noncompetition Agreement Financial Statements Lists of Franchisees and Directors of Regional Support Franchisees and Directors of Regional Support Who Have Left the System Statement of Franchisee Library of Operating Manuals Table of Contents Summary of Industry Specific Laws State Addenda __________________________________ Prospective Franchisee ___________________________________ PRINT NAME , having a .

________________________ Date

IMPORTANT: PLEASE IMMEDIATELY SIGN AND FAX THIS PAGE TO 303-781-2438, THEN RETURN THIS PAGE BY MAIL OR COURIER TO MAUI WOWI FRANCHISING, INC. AT 5445 DTC PARKWAY, SUITE 1050, GREENWOOD VILLAGE, COLORADO 80111.

MAUI WOWI COPY