FRANCHISE DISCLOSURE DOCUMENT

Franchisor: LA Boxing Franchise Corporation

2915 Tech Center Drive
Santa Ana, CA 92705
Tel: (714) 668-0911
Fax: (714) 668-9231

Trademark under which Franchisee will do business

Description of Franchised Business

The business you will conduct as an LA Boxing Franchise is a membership physical fitness system consisting of unique
boxing and kickboxing training regimens, utilizing a system and products that are proprietary to LA Boxing Franchise
Corporation We authorize you to offer memberships to promote training and instruction programs that include cardio boxing,
cardio kickboxing, Jiu Jitsu, Muay Thai boxing, utilizing a weight room, and a professional boxing ring and other
equipment with unique construction and design features.

The total investment necessary to begin operation of an LA BOXING franchise is $180,400 to $191,250, the total amount
of ITEM 7. This includes $25,000, the total amount of ITEM 5, that must be paid to the Franchisor or Affiliate. (See ITEM
5 and ITEM 7 for more detailed information).

Issuance Date:___________

(1) This disclosure document summarizes certain provisions of the franchise agreement and other
information in plain English. Read this disclosure document and all agreements carefully. You must receive
this disclosure document at least 14 days before you sign a binding agreement or pay any fee, or payment to,
franchisor or any affiliate in connection with the proposed franchise sale or grant. You must also receive
completed copies of all contracts at least five days before you sign them.

(2) You may have elected to receive an electronic version of your disclosure document. If so, you may wish to
print or download the disclosure document for future reference. You have the right to receive a paper copy of
the disclosure document up until the time of sale. To obtain a paper copy, contact Mr. Anthony Geisler,
President, LA BOXING Franchise Corporation. located at 2915 Tech Center Drive, Santa Ana, CA 92705,
and by telephone at (714) 668-0911.

(3) Buying a franchise is a complicated investment. The information contained in this disclosure document can
help you make up your mind. Note, however, that the Federal Trade Commission (FTC) has not checked the
information and does not know if it is correct. Information comparing franchisors is available. Call your State
agency or your public library for sources of information. Additional information on franchising, such as “A
Consumer’s Guide to Buying a Franchise,” is available from the FTC. You can contact the FTC in Washington,
D.C., or visit the FTC’s home page at www.ftc.gov for further information. In addition, there may be laws on
franchising in your State. Ask your State agencies about them.

(4) You should also know that the terms and conditions of your contract will govern your franchise relationship.
While the disclosure document includes some information about your contract, don’t rely on it alone to understand
your contract. Read all of your contract carefully. Show your contract and this disclosure document to an advisor,

i
like a lawyer or an accountant.

(5) Federal Trade Commission, Washington, DC 20580

(6) LA BOXING Franchise Corporation includes additional disclosures on a separate State cover page, to comply
with applicable State pre-sale disclosure laws.

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 STATE COVER PAGE

Virginia has a franchise law that requires a franchisor to register with the Virginia State Corporation Commission
before offering or selling franchises in Virginia. 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 the attached Exhibit A for information about the franchisor or about
franchising your state.

Please consider these RISK FACTORS before you buy this franchise:

1. THE FRANCHISE AGREEMENT PERMITS YOU TO ARBITRATE WITH OR TO SUE

LA BOXING WHERE YOUR FRANCHISE IS LOCATED IF THE DISPUTE IS BETWEEN YOU AND LA
BOXING. IF THE DISPUTE INVOLVES YOU AND OTHER FRANCHISEES AGAINST LA BOXING,
ARBITRATION OR LITIGATION WILL OCCUR ONLY IN THE STATE AND COUNTY WHERE THE
PRINCIPAL OFFICE OF LA BOXING IS LOCATED (CURRENTLY, ORANGE COUNTY, CA). OUT OF
STATE ARBITRATION OR LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE
SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO ARBITRATE WITH OR TO SUE LA
BOXING IN THE STATE AND COUNTY WHERE THE PRINCIPAL OFFICE OF LA BOXING IS
LOCATED (CURRENTLY, ORANGE COUNTY, CA) THAN IN YOUR HOME STATE. THIS MAY BE
SUPERSEDED BY STATE LAW. SEE ADDENDUM, IF ANY, ATTACHED TO THIS FRANCHISE
DISCLOSURE DOCUMENT.

2. THE FRANCHISE AGREEMENT STATES THAT CALIFORNIA LAW GOVERNS THE

AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS
LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS. THIS MAY BE SUPERSEDED BY
STATE LAW. SEE ADDENDUM, IF ANY, ATTACHED TO THIS FRANCHISE DISCLOSURE
DOCUMENT.

3. THIS IS A NEW FRANCHISE OFFERING AND THE MARKET FOR A LA BOXING

FRANCHISEE’S SERVICES IS NOT WELL DEVELOPED. IT IS SPECULATIVE AND INVOLVES RISK.

4. IF YOU LEARN THAT ANYTHING IN THIS FRANCHISE DISCLOSURE DOCUMENT IS

UNTRUE, CONTACT THE FEDERAL TRADE COMMISSION AND THE APPLICABLE STATE AGENCY
LISTED IN EXHIBIT A.

5. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Effective Date: _____________________________

iii
 FRANCHISE DISCLOSURE DOCUMENT
LA Boxing Franchise Corporation
a California corporation
2915 Tech Center Drive
Santa Ana, CA 92705
Tel: (714) 668-0911
Fax: (714) 668-9231

The business you will conduct as an LA Boxing Franchise is a membership physical fitness system consisting of
unique boxing and kickboxing training regimens, utilizing a system and products that are proprietary to LA Boxing Franchise
Corporation We authorize you to offer memberships to promote training and instruction programs that include cardio boxing,
cardio kickboxing, Jiu Jitsu, Muay Thai boxing, utilizing a weight room, and a professional boxing ring and other
equipment with unique construction and design features.

The total investment necessary to begin operation of an LA BOXING franchise is $180,400 to $191,250, the total
amount of ITEM 7. This includes $25,000, the total amount of ITEM 5, that must be paid to the Franchisor or Affiliate.
(See ITEM 5 and ITEM 7 for more detailed information).

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 payment to, the
Franchisor or an Affiliate in connection with the proposed franchise sale. Note however, that no governmental agency
has verified the information contained in this document.

You may wish to receive your disclosure document in another format that is more convenient for you. To discuss
the availability of disclosures in different formats, contact LA BOXING Franchise Corporation at 2915 Tech Center Drive,
Santa Ana, CA 92705 or telephone (714) 668-0911.

The terms of your contract will govern your franchise relationship. Don’t rely on the disclosure document alone
to understand your contract. Read your entire contract carefully. Show your contract and this disclosure document to an
advisor, like a lawyer or accountant.

Buying a franchise is a complex investment. The information in this disclosure document can help you make up
your mind. More information on franchising, such as “A Consumer’s Guide to Buying a Franchise,” which can help you
understand how to use this disclosure document, is available fro the Federal Trade Commission. You can contact the FTC
at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington, D.C. 20580. You can also
visit the FTC’s home page at www.ftc.gov for additional information. Call your state agency or visit your public library for
other sources of information on franchising.

There may also be laws on franchising in your state. Ask your state agencies about them.

The date of issuance of this Franchise Disclosure Document is April 20, 2008.

Please consider these RISK FACTORS before you buy this franchise:

1. THE FRANCHISE AGREEMENT PERMITS YOU TO ARBITRATE WITH OR TO SUE LA

BOXING WHERE YOUR FRANCHISE IS LOCATED IF THE DISPUTE IS BETWEEN YOU AND LA
BOXING. IF THE DISPUTE INVOLVES YOU AND OTHER FRANCHISEES AGAINST LA BOXING,

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ARBITRATION OR LITIGATION WILL OCCUR ONLY IN THE STATE AND COUNTY WHERE THE
PRINCIPAL OFFICE OF LA BOXING IS LOCATED (CURRENTLY, ORANGE COUNTY, CALIFORNIA).
OUT OF STATE ARBITRATION OR LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE
SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO ARBITRATE WITH OR TO SUE LA
BOXING IN THE STATE AND COUNTY WHERE THE PRINCIPAL OFFICE OF LA BOXING IS LOCATED
(CURRENTLY, ORANGE COUNTY, CALIFORNIA) THAN IN YOUR HOME STATE. THIS MAY BE
SUPERCEDED BY STATE LAW. SEE ADDENDUM, IF ANY, ATTACHED TO THIS FRANCHISE
DISCLOSURE DOCUMENT.

2. THE FRANCHISE AGREEMENT STATES THAT CALIFORNIA LAW GOVERNS THE

AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS
LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS. THIS MAY BE SUPERCEDED BY STATE
LAW. SEE ADDENDUM, IF ANY, ATTACHED TO THIS FRANCHISE DISCLOSURE DOCUMENT.

3. THIS IS A NEW FRANCHISE OFFERING AND THE MARKET FOR AN LA BOXING

FRANCHISEE’S SERVICES IS NEW AND NOT WELL DEVELOPED. IT IS SPECULATIVE AND INVOLVES
RISK.

4. IF YOU LEARN THAT ANYTHING IN THIS FRANCHISE DISCLOSURE DOCUMENT IS

UNTRUE, CONTACT THE FEDERAL TRADE COMMISSION AND THE APPLICABLE STATE AGENCY
LISTED IN EXHIBIT A.

5. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

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 TABLE OF CONTENTS
ITEM - HEADING PAGE
ITEM 1 - THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES....................................................1

ITEM 2 - BUSINESS EXPERIENCE..........................................................................................................................................................2

DIRECTOR OF MARKETING, KEITH WILLIAMS...............................................................................................................................2

DIRECTOR OF INSTRUCTOR TRAINING, BENJI RADACH..............................................................................................................2

NATIONAL SALES MANAGER, DON MICHAEL...................................................................................................................................2

PRODUCT SERVICES MANAGER, DAWN KELLY................................................................................................................................3

RECEPTIONIST, CLARE BRIANCE..........................................................................................................................................................3

INSTALLATIONS MANAGER, PETER RIGGS........................................................................................................................................3

ITEM 3 - LITIGATION.................................................................................................................................................................................
.3

ITEM 4 - BANKRUPTCY.................................................................................................................................................................3

ITEM 5 - INITIAL FEES......................................................................................................................................................................3

...........................................................................................................................................................................................................
.....4

ITEM 6 - OTHER FEES................................................................................................................................................................................

.4

ITEM 7 – YOUR ESTIMATED INITIAL INVESTMENT.........................................................................................................................6

...........................................................................................................................................................................................................
.....9

ITEM 8 - RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES......................................................................................9

ITEM 9 - FRANCHISEE'S OBLIGATIONS.........................................................................................................................................11

ITEM 10 – FINANCING.........................................................................................................................................................................12

ITEM 11 - FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING...................................12

............................................................................................................................................................................................................
.....22

ITEM 12 - TERRITORY..............................................................................................................................................................................22

ITEM 13 - TRADEMARKS.....................................................................................................................................................................23

ITEM 14 - PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION...............................................................................25

ITEM 15 - OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE ........................................................26

FRANCHISE BUSINESS.................................................................................................................................................................26

ITEM 16 - RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL............................................................................27

ITEM 17 - RENEWAL, TERMINATION, TRANSFER......................................................................................................................27

AND DISPUTE RESOLUTION..................................................................................................................................................................27

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 ITEM 18 - PUBLIC FIGURES...............................................................................................................................................................31

ITEM 19 – FINANCIAL PERFORMANCE REPRESENTATIONS....................................................................................................31

ITEM 20 - LIST OF OUTLETS............................................................................................................................................................32

ITEM 21 - FINANCIAL STATEMENTS....................................................................................................................................................37

ITEM 22 - CONTRACTS......................................................................................................................................................................37

..............................................................................................................................................................................................................
.........37

ITEM 23 - RECEIPT...................................................................................................................................................................................37

EXHIBIT A -LIST OF STATE ADMINISTRATORS................................................................................................................................38

AND AGENTS FOR SERVICE OF PROCESS..........................................................................................................................................38

EXHIBIT B –REGISTRATION STATE ADDENDA.................................................................................................................................39

TO FDD AND FRANCHISE AGREEMENT..............................................................................................................................................39

CALIFORNIA ADDENDUM TO.................................................................................................................................................................39

1. THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL PROPOSED AGREEMENTS
RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED TOGETHER WITH THE FRANCHISE DISCLOSURE
DOCUMENT...............................................................................................................................................................................................
....39

2. NEITHER LA BOXING, NOR ANY PERSON OR FRANCHISE BROKER IN ITEM 2 OF THE FDD IS SUBJECT TO ANY
CURRENTLY EFFECTIVE ORDER OF ANY NATIONAL SECURITIES ASSOCIATION OR NATIONAL SECURITIES
EXCHANGE, AS DEFINED IN THE SECURITIES EXCHANGE ACT OF 1934, 15 U.S.C.A. 78 ET SEQ., SUSPENDING OR
EXPELLING SUCH PERSONS FROM MEMBERSHIP IN THAT ASSOCIATION OR EXCHANGE.............................................39

3. CALIFORNIA BUSINESS AND PROFESSIONS CODE SECTIONS 20000 THROUGH 20043 PROVIDE RIGHTS TO THE
FRANCHISEE CONCERNING TERMINATION OR NONRENEWAL OF A FRANCHISE. IF THE FRANCHISE
AGREEMENT CONTAINS A PROVISION THAT IS INCONSISTENT WITH THE LAW, THE LAW WILL CONTROL............39

8. SECTION 31125 OF THE CALIFORNIA CORPORATIONS CODE REQUIRES US TO GIVE YOU A DISCLOSURE
DOCUMENT, IN A FORM CONTAINING THE INFORMATION THAT THE COMMISSIONER MAY BY RULE OR ORDER
REQUIRE, BEFORE A SOLICITATION OF A PROPOSED MATERIAL MODIFICATION OF AN EXISTING FRANCHISE
(CALIFORNIA CORPORATION CODE §§ 31000 THROUGH 31516).................................................................................................40

9. BUSINESS AND PROFESSIONS CODE § 20010 VOIDS A WAIVER OF YOUR RIGHTS UNDER THE FRANCHISE
RELATIONS ACT. (BUSINESS AND PROFESSIONS CODE §§ 2000 THROUGH 20043). .............................................................40

OTHER STATE ADDENDA.........................................................................................................................................................................40

EXHIBIT C - LA BOXING FRANCHISE AGREEMENT.......................................................................................................................41

..............................................................................................................................................................................................................
..........41

EXHIBIT D - LA BOXING FRANCHISEES............................................................................................................................................42

EXHIBIT E - FINANCIAL STATEMENTS..............................................................................................................................................48

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 ITEM 1 - THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES

THE FRANCHISOR

The name of the franchisor is LA Boxing Franchise Corporation. In this Franchise Disclosure Document, LA
Boxing Franchise Corporation is referred to as “we”, “us”, “our”, or “LA Boxing.” In this Franchise Disclosure
Document, the Franchisee is referred to as “you”, “your”, or the person or legal entity [includes a corporation, partnership,
LLC or other legal entity (collectively “legal entity”) and their owners, officers and directors] who is buying the LA Boxing
franchise. We do business under the name "LA Boxing." We do not do business under any other name. We maintain our
principal business address at 2915 Tech Center Drive, Santa Ana, CA 92705. We are a California corporation formed on
February 27, 2004.

OUR EXPERIENCE

Some of the officers, directors, and other executives of LA Boxing have continuously conducted a business of the
type that you will operate since December 1, 1992. We began selling franchises in April 2004. We are not in any other
line of business, except for the ownership, operation and sale of the type of franchise offered under this Franchise
Disclosure Document.

OUR BUSINESS

We were formed for the purpose of offering and selling LA Boxing Franchises, and servicing, supporting and
administering all functions inherent in operating the System. We derive our right to use and to license others to use the
trademark “LA Boxing” from a trademark assignment agreement with LA Boxing Aliso Viejo, Inc. dated March 29, 2004
(see ITEM 13).

OUR OTHER BUSINESS ACTIVITIES

We do not have any other business activities.

OUR PREDECESSORS

We have no Predecessor.

OUR AFFILIATES

We have no affiliates that are selling franchises or that will provide products or services to you.

All capitalized terms not specifically defined in this Franchise Disclosure Document have the same meaning as
the terms defined in ARTICLE 19 (Definitions) of the LA Boxing Franchise Agreement attached as Exhibit C to this
Franchise Disclosure Document.

OUR AGENTS FOR SERVICE OF PROCESS

Our agents for service of process in all states are listed on Exhibit A.

DESCRIPTION OF THE LA BOXING FRANCHISE

The business you must conduct as an LA Boxing Franchise is a membership physical fitness system consisting of
unique boxing and kickboxing training regimens, utilizing a system and products that are proprietary to LA Boxing. We
authorize you to offer memberships to promote training and instruction programs that include cardio boxing, cardio kick
boxing, Jiu Jitsu, Muay Thai boxing, utilizing a weight room, and a professional boxing ring and other equipment with
unique construction and design features.
GENERAL MARKET

The general market for the products and services to be offered by you is adults and children of various ages and
fitness levels.

INDUSTRY SPECIFIC REGULATIONS

You must comply with all local, state and federal laws that apply to your ownership and operation of your LA
Boxing Franchise including health, sanitation, no smoking, EEOC, discrimination, employment, and sexual harassment
laws.

COMPETITION
 The fitness and exercise business is very competitive. You will have to compete with other businesses selling
similar fitness and health services and products. Competitors include other boxing training gyms, fitness centers, health
clubs, health spas, and franchise companies offering similar fitness services.

ITEM 2 - BUSINESS EXPERIENCE

DIRECTORS, OFFICERS AND OTHER EXECUTIVES

PRESIDENT, ANTHONY GEISLER

Mr. Geisler has been our President since the incorporation of LA Boxing on February 27, 2004. From July 1999
to January 2003, Mr. Geisler was Chief Executive Officer of Interactive Solution Corporation, a publicly traded casino
software development company located in Los Angeles, California. In February 2003, Mr. Geisler joined LA Boxing Aliso
Viejo, Inc., located in Aliso Viejo, California, as president and owner, and continues in that position to the present time.

VICE PRESIDENT, CARL SCHIRTZER

Mr. Schirtzer has been the National Director of Sales for LA Boxing since March 1, 2007 and was promoted to
Vice President on April 21, 2008. Before joining LA Boxing, Mr. Schirtzer held the position of District Manager
for 24 Hour Fitness Inc. from July 2000 to February 2007, located in Orange County, CA. There he served to
establish, develop and retain the personal training department. Prior to July 2000, Mr. Schirtzer worked as a
Regional Sales Representative for Cashpoint located in New York, NY.

DIRECTOR OF REAL ESTATE, RICHARD FEINBERG

Mr. Feinberg has been Director of Real Estate for LA Boxing since November 2006. From August 1990 to
June 2000, Mr. Feinberg was an Adjunct Professor at Cerritos College, located in Norwalk, California. Beginning
in 1999 until November 2006 Mr. Feinberg was Vice President of DMMI Group based in Monterey Park,
California

CORPORATE CONTROLLER, JASON ALMEIDA

Mr. Almeida has been Corporate Controller for LA Boxing since December 1, 2006. From March 1999 to April 2001 Mr.
Almeida worked for PaineWebber, Inc. as a Stock Broker and Financial Advisor dealing with client funds. From April
2001 to November 2006 Mr. Almeida was corporate controller for Los Angeles based National Satellite Production Media
Services, Inc., a satellite news media agency with studio production capabilities.

DIRECTOR OF MARKETING, KEITH WILLIAMS

Mr. Williams has been Director of Marketing for LA Boxing since April 21, 2008. From July 2001 to February
2003, Mr. Williams was Account Director for Heil-Brice Retail Advertising in Newport Beach, California. From February
2003 to June 2005, Mr. Williams was an Advertising Specialist for American Honda Motor Co. in Torrance, California.
From May 2006 to April 2008 Mr. Williams was Senior Advertising Specialist for American Suzuki Motor Co. in Brea,
California.

DIRECTOR OF INSTRUCTOR TRAINING, BENJI RADACH

Mr. Radach joined LA Boxing Franchise Corporation in April 14, 2008, as the Director of Instructor
Training. From January 2000 to December 2005, Mr. Radach worked for Rawhide Electric in Longview,
Washington. From January 6, 2006 to December 2006, Mr. Radach was employed by American Top Team located
in Coconut Creek, Florida. From January 2007 to the present time, Mr. Radach is employed as a professional
fighter for the International Fight League with corporate offices in New York, New York.

NATIONAL SALES MANAGER, DON MICHAEL

Mr. Michael joined LA Boxing Franchise Corporation on April 21, 2008, as National Sales Manager.
From December 2000 to December 2004 Mr. Michael was employed by 24 Hour Fitness in Irvine, California.
From December 2004 to June 2007, Mr. Michael was employed as District fitness Manager for Tilton Fitness in
Northfield, New Jersey. From June 2007 to April 2008, Mr. Michael was employed as Regional District Manager
for Custom Built Personal Training in Virginia, Georgia and Alabama.
2
 PRODUCT SERVICES MANAGER, DAWN KELLY

Ms. Kelly joined LA Boxing Franchise Corporation on April 7, 2008, as Office Manager, and has been
promoted to Director of Product Development. From August 5, 1998 to April 2007, Ms. Kelly was employed by
Platinum Capital Group as Office Manager in Irvine, California. From June 2007 to April 4, 2008, she was
employed by Shearson Mortgage in Costa Mesa, California.

RECEPTIONIST, CLARE BRIANCE

Ms. Briance joined LA Boxing Franchise Corporation on October 22, 2008, as Receptionist. From 1997
to 1998, Ms. Briance was employed as Colorguard Coach by Huntington Beach High School. From 1999 to 2003,
Ms. Briance was employed as Legal Assistant/License and Contracts Manager by Platinum Capital Group in
Irvine, CA. From 2003 to 2005, Ms. Briance was employed as Marketing/Processing Coordinator by Impac
Warehouse Lending Group in Newport Beach, CA. From 2007 to October 2008, Ms. Briance was employed as a
Server by Aramark Sports, LLC at The Honda Center of Anaheim.

INSTALLATIONS MANAGER, PETER RIGGS

Mr. Riggs joined LA Boxing Franchise Corporation in November 2008, as Installation Manager. From
January 1989 to March 1994 Mr. Riggs ran the warehouse at Jenn-Air West in Burlingame, CA, overseeing the
warehouse operations including the operation of forklifts. Mr. Riggs was the Construction Superintendent for R.D.
Smith Development, Lake Forest, CA, from March 1994 to June 2000. Between June 2000 and October 2005, Mr.
Riggs was a District Manager for Red Robin Restaurant and Chevy’s Restaurant in Los Angeles, CA. Mr. Riggs
ran his own general construction company from October 2005 to November 2008, located in Orange County, CA.

FRANCHISE BROKERS

We do not currently engage the services of any franchise brokers.

REFERRAL PROGRAM FOR EXISTING FRANCHISEES

We may decide to offer a program in the future whereby you can receive a referral fee of 2% of the Initial
Franchise Fee in cash, services or product credit for referring a third party franchise prospect to us, who ultimately becomes
an LA Boxing Franchisee. You must only present a prospect with our informational brochure and to identify the prospect
to our Company sales staff. You must not act as our agent or franchise broker and are instructed not to provide any
information to prospects other than our information brochure. If you are entitled to receive a referral fee, notice will be
given to the prospective franchisee receiving the FDD, together with the same type of information reported in ITEMS 2 and
3 of this Uniform Franchise Disclosure Document about you. We retain the right in our sole discretion to modify or
terminate this referral program at any time with or without notice.

ITEM 3 - LITIGATION

No litigation is required to be disclosed in this Franchise Disclosure Document.

ITEM 4 - BANKRUPTCY

No company or person who is an officer previously identified in ITEMS 1 or 2 of this Franchise Disclosure
Document has been involved as a debtor in proceedings under the U.S. Bankruptcy Code required to be disclosed in this
ITEM.

ITEM 5 - INITIAL FEES

INITIAL FEES

Upon signing the Franchise Agreement, you must pay to us an Initial Franchise Fee of $25,000. The Initial
Franchise Fee for an LA Boxing Franchise is based on a designated location. You will be assigned a protected territory
based upon either population density or a 5-mile radius of the location of your LA Boxing Franchise. Your protected
territory will have a population base of approximately 100,000 people.
3
 The purposes for which the Initial Franchise Fee will be used are to provide the initial site location assistance,
training and the other initial services provided by us to you, and for working capital. The Initial Franchise Fee is payable to
us in full upon signing of the LA Boxing Franchise Agreement. The Initial Franchise Fee is fully earned and non-
refundable upon signing the LA Boxing Franchise Agreement, except as provided below.

The Initial Franchise Fee must be refunded, without interest, to you if: (i) we do not accept you at its home office
within 30 days from the date you sign the LA Boxing Franchise Agreement; (ii) any Trainee required to attend Initial
Training fails to complete satisfactorily training as we determine, and we elect to terminate the LA Boxing Franchise
Agreement; or (iii) you fail to obtain an approved site for the LA Boxing Franchise within 6 months from the Agreement
Date and we elect to terminate the LA Boxing Franchise Agreement. In the case of (i) above, we must refund the entire
Initial Franchise Fee. In the case of (ii) or (iii) above, we are entitled to retain an amount from the Initial Franchise Fee
equal to our out-of-pocket costs and standard fees for training and other assistance provided to you (for example, site
selection and lease negotiation assistance) and the LA Boxing Franchise Agreement terminates. The Initial Franchise Fee
is uniform as to all Franchisees currently purchasing an LA Boxing Franchise.

OPENING INVENTORY

The typical for-sale items held in opening inventory are boxing gloves, protective gear, and LA Boxing wearing
apparel in the amount of $10,000.

TRAINING FEES

We will provide, at no extra charge to you, Initial Training and training materials for up to 5 Trainees. You must
pay for all expenses of the Trainees in attending Initial Training including all travel, lodging and meal expenses. You must
pay all expenses incurred to have your additional employees, independent contractors or agents attend Initial Training,
including reasonable training fees (currently $500 per day per person.). We will make available to you pre-opening, on-site
training by an opening supervisor. You must pay for all travel, meals and lodging costs for your attendees. Any training
fee paid is not refundable under any circumstance. See ITEM 11, TRAINING for additional information on training.

ITEM 6 - OTHER FEES

The following is a detailed description of other recurring or isolated fees or payments that you must pay to us or
that we impose or collect for a third party. All payments are non-refundable.

Name of Fee Amount Due Date Remarks

Royalty Fee1 6% of monthly Within 5 days of "Gross Revenues" means the entire amount of all your
Gross Revenues the end of the revenues from the ownership or operation of the LA
previous Boxing Franchise as more particularly defined in Section
calendar month 19.1 of the Franchise Agreement.
Advertising 2% of monthly Within 5 days of "Gross Revenues" are defined above under Royalty Fee. If
Contributions to Gross Revenues the end of the we institute an Advertising Contribution, at our option,
the Marketing previous you must pay a continuing monthly Advertising
Fund1 calendar month Contribution.
Regional As determined by Within 5 days of When Cooperatives have been established, Company-
Cooperative the Cooperative the end of the owned units will have the same voting power as Franchise
Advertising2 (not more than previous units. Payments to the Cooperative are credited against
2% of monthly calendar month any Local Advertising requirements.
Gross Revenues)
LA Boxing As set by us or Immediately You must purchase the LA Boxing Products from us or
Products1 our Affiliate upon receipt of from an approved source we designate and license.
invoice or as
otherwise
arranged
Training Fees1 As set by us or Immediately Any Initial Training required for new Managers, or
our Affiliate upon receipt of refresher training programs or seminars we offer or
invoice require, you must pay our standard training fee (currently
$500 per person per day). You must pay for all travel,
meals and lodging costs for your attendees.
Fees for Special As set by us or Immediately If you request, we will furnish non-routine guidance and
Assistance1 our Affiliate upon receipt of assistance to deal with your unusual or unique operating
4
 invoice problems at reasonable per diem fees, charges and out-of-
pocket expenses we establish.
Insurance Cost of the Immediately If you fail to maintain the insurance required by the LA
Coverage1 insurance, upon receipt of Boxing Franchise Agreement, we may obtain the required
interest on the invoice insurance and charge you the cost of the insurance,
monies we interest on the monies we advance and a reasonable fee for
advance and a our efforts.
reasonable fee
Reimbursement Actual cost to us Immediately We have the right to have an audit made of your records
of Audit Costs1 upon receipt of and conduct a physical inventory. If any inspection
invoice discloses an understatement of any reported amount of any
type, in any report, of 2% or more of Gross Revenues, you
must, in addition to paying us the amount of the
understatement, reimburse us for all expenses of the
inspection (including reasonable accounting and attorneys'
fees and costs).
Deficiencies1 Actual cost to us Immediately If you do not satisfy your obligations under the LA Boxing
upon receipt of Franchise Agreement, we may perform your obligations
invoice for you. You must reimburse us for our costs in
performing your obligations.
Renewal Fee1 None At the time you You must sign a new LA Boxing Franchise Agreement,
exercise the but there will not be an Initial Franchise Fee
option
Transfer Fee1 $10,000 At the time of Upon a transfer, you or your personal representative or
transfer other legal representative must pay a Transfer Fee in lieu
of an Initial Franchise Fee. If the transfer is to a
corporation wholly owned by you, or to your spouse or
child, no Transfer Fee will be charged.
Fee for Lost $250 for each Immediately Upon the theft, loss or destruction of any of the Manuals,
Manuals 1 Manual upon receipt of a replacement copy will be loaned to you at a fee of $250
invoice for each Manual. A partial loss or failure to update any
Manual is considered a complete loss.
Interest on Late The lesser of: (i) Immediately Although each failure to pay monies when due is an Event
Payments1 18% per annum; upon receipt of of Default, to encourage prompt payment and to cover the
or (ii) the invoice costs involved in processing late payments, if any payment
maximum rate of under the LA Boxing Franchise Agreement or any other
interest permitted agreement between us and you is overdue for any reason,
by law. you must pay to us, on demand, in addition to the overdue
amount, any insufficient funds (NSF) charges we incur
and interest on the overdue amount from the date it was
due until paid equal to the lesser of: (i) 18% per annum; or
(ii) the maximum rate of interest permitted by law.
Late Charge1 $250 Immediately In addition to interest on overdue amounts, you must pay a
upon receipt of late charge for each payment that is more than 5 days
invoice overdue to cover our administrative costs in dealing with
the late payment.
Liquidated $100 per day that Immediately The offer to sell or the sale of unauthorized or prohibited
Damages for unauthorized upon receipt of products and services will result in damages to us, for
Sale of products or invoice those damages you must pay $100 for each day of the
Prohibited services are prohibited offer or sale.
Products or offered
Services 1 and 3
Liquidated A lump sum Immediately This amount is due if you default under your LA Boxing
Damages for equal to the total upon receipt of Franchise Agreement in lieu of us having to sue and prove
Premature of all Royalty invoice its actual damages.
Termination 1and 3 Fees and
Advertising
Contributions for
36 months
Indemnification1 Actual cost to us Immediately You indemnify and hold us harmless from all damages
upon receipt of (including reasonable attorneys' fees and costs, even if
invoice incident to appellate, post-judgment or bankruptcy
5
 proceedings), from claims brought by third parties
involving your ownership or operation of your LA Boxing
Franchise. This indemnity obligation continues in full
effect after the expiration or termination of your Franchise
Agreement.
Enforcement Actual cost to us Immediately If any arbitration, legal action or other proceeding is
Costs1 upon receipt of begun for the enforcement of your LA Boxing Franchise
invoice Agreement, or for an alleged dispute, breach, default or
misrepresentation under any provision of your Franchise
Agreement, the prevailing party is entitled to recover
reasonable pre-institution and post-institution attorneys'
fees, court costs and all expenses even if not taxable as
court costs. If we engage legal counsel for your failure to
pay when due any monies owed under your Franchise
Agreement or submit when due any reports, information
or supporting records, or for any failure otherwise to
comply with your Franchise Agreement, you must
reimburse us for all of the Enforcement Costs we incur.

1 This fee is payable to us.

2
This fee is payable to the Cooperative.
3
The following states have statutes that restrict or prohibit the imposition of liquidated damages
provisions: California [Civil Code Section 1671], Indiana [1C 23-2-2.7-1(10)], Minnesota [Rule
2860.4400J], South Dakota [Civil Law 53-9-5]. State courts also restrict the imposition of liquidated
damages. The imposition of liquidated damages is also restricted by fair practice laws, contract law and
state and federal court decisions.

UNIFORMITY

The expenses in this ITEM are uniform for persons currently offered a Franchise.

PAYMENT SCHEDULE; PRE-AUTHORIZED TRANSFERS

All required monthly payments must be submitted to us by the 5th day of each month. All other amounts owed to
us are due as specified above. If no time is specified, these payments are due upon receipt of our invoice. At our option,
your payments to us must be effectuated by a Payment System by the use of pre-authorized transfers from your operating
account through the use of special checks or electronic funds transfer that we will process at the time any payment is due
including the Royalty Fee and the Advertising Contributions.

ADVERTISING COOPERATIVES

Advertising cooperatives have not been established at this time. Once formed, company-owned units will have
the same voting power as franchise units.

ITEM 7 – YOUR ESTIMATED INITIAL INVESTMENT

The following is our best estimate of your initial investment to open 1 LA Boxing Franchise. The estimate
presented covers the period before the opening of your LA Boxing Franchise and for the initial phase of your LA Boxing
Franchise estimated to be 3 months. Our estimates do not provide for your cash requirements to cover operating losses
after the initial phase or personal living expenses. You must have additional sums available, whether in cash or through
unsecured credit lines, or have other assets that you can liquidate, or that you can borrow against, to cover your personal
living expenses and any operating losses after the initial phase of your LA Boxing Franchise. We urge you to retain the
services of an experienced accountant or financial advisor in order to develop a business plan and financial projections for
your LA Boxing Franchise.

Your actual investment will vary depending upon local conditions peculiar to your geographic area or market, for
example, real estate demand, availability and occupancy rates. Additional variables that will impact your initial
investment are: size of your facility; age of the structure; length of your lease or other instrument granting you the right of
occupancy to the Premises; if your space is to be built out by the developer with no initial out-of-pocket cost to you; lease
arrangements; location in the market; costs of demolishing existing leasehold improvements; construction costs; other
6
variable expenses and whether you currently hold a lease of an acceptable location. We do not expect you to purchase real
estate or construct the building containing your LA Boxing Franchise.

The following chart contains a summary of your initial investment. Unless otherwise indicated, payments are
generally not refundable.

To Whom
Expense Amount Method of When Due Payment Is To
Payment Be Made
Initial Franchise $25,000 Lump Sum On signing the Franchise Us
Fee1 Agreement
Misc. Supplies 2 $500 Lump sum Before opening Suppliers
Opening $10,000 Lump sum Before opening Suppliers
Inventory3
Insurance4 $350 to $500 Monthly Before opening Insurer
Printing and $12,000 Lump sum Before opening Suppliers
Signage5
Office $3,500 Lump Sum Before opening Suppliers
Equipment/P.O.S.S
ystem6
Rent/Security Dep7 $18,000 to Lump sum As required Landlord
$20,000
Initial Advertising $7,500 As Incurred As required Suppliers
Leasehold $19,000 to As Incurred Before beginning business Various contractors/
Improvements 9a $24,000 Suppliers
Architect Fee 9b $5,000 Lump Sum Before Opening Architect
Leased $1,800 to Monthly Before Opening Suppliers
Equipment10a $2,500
Equipment10b $32,000 Lump Sum Before beginning business Suppliers
Utilities Deposits11 $750 As Incurred As required Suppliers
Licenses and $2,000 to Lump sum As required Governmental
Permits12 $3,000 Agencies
Legal Review13 $1,500 to Lump Sum Before beginning business Attorney
$2,000
Travel, Lodging, $3,500 to As Incurred As required Suppliers
Meals, Etc. for $5,000
Initial Training14
Additional Funds15 $35,000 As Incurred During the first 3 months of Third Parties
(3 months) operation
Miscellaneous $3,000 As Incurred During the first 3 months of Third Parties
Start-Up Costs16 operation
TOTAL $180,400 to $191,250
1 Initial Franchise Fee
See ITEM 5 INITIAL FRANCHISE FEE for a description of the Initial Franchise Fee.
2 Misc. Supplies
The supplies include housekeeping, janitorial disinfectants and other miscellaneous supplies.
The cost is $500.
3 Inventory
The inventory does not fluctuate as a function of seasonal sales. The typical for-sale items held
in opening inventory are boxing gloves, protective gear, and LA Boxing wearing apparel in the amount
of $10,000.
4 Insurance
As discussed in ITEM 8 and Section 9.1 of the Franchise Agreement, you must carry certain
specified insurance. The method and timing of payments is a matter to be resolved between you and
your insurer. Because the selection of the carrier, size of the Premises, location of the Premises, value of
the leasehold improvements, amount of inventory, amount of wages and other related conditions will
vary, it is difficult to estimate the ultimate cost to you. Therefore, we can only estimate the total cost
with the caution that you should obtain quotes from carriers of choice before proceeding. Our best
7
estimate is approximately $4,200 to $6,000 per year, paid at the rate of $350 to $500 per month, for
insurance coverage.
5 Graphics
We will specify the signs and graphics and only those we approve will be used. Signs and
graphics will be maintained in a condition acceptable to us at all times. You, at your own expense, must
prepare, construct and erect the signs and graphics in accordance with approval from governmental
authority and the landlord. The costs of fabricating and installing approved signs and graphics can vary
depending upon local market conditions but are estimated to cost approximately $12,000. These costs
are paid to suppliers, when incurred, before beginning business and are usually not refundable.
6 Office Equipment
Office equipment consists of a PC computer and printer and Point of Sale system
amounting to $3,500. You can expect initial cash outlays to be lower if the items can be leased rather
than purchased. These costs are paid to suppliers, when incurred, before beginning business and are
usually not refundable.

7 Rent
We expect that you will lease rather than own real estate and construct a building. Lease costs
will vary based upon variances in: (i) size in square feet to be leased; (ii) cost per square foot; and (iii)
common area maintenance costs. These variances are determined by location, the length of the lease,
the age of the leased property, local market conditions, the size of the Premises and the bargaining
power of the developer or property management company. We assume that the landlord will require
first and last months' rent and a security deposit equal to one months' rent. We estimate this will be
$18,000 to $20,000.
8 Grand Opening
We feel strongly that a you should enter the market in an aggressive way to minimize early
lack of awareness of the LA Boxing Franchise among large numbers of potential customers in the
Exclusive Territory. Grand opening promotional activities vary greatly based upon the nature of the
events you elect and the local rates for services selected, for example, printing and advertising. We
believe that $7,500 is sufficient to create awareness using a multi-media advertising program.
9a and 9b Leasehold Improvements and Architects Fee
The cost of leasehold improvements for your LA Boxing Franchise
will vary as a function of size, condition and location of the Premises, price differences among
contractors, local wage rates and material costs, other local conditions and the nature of your leasehold
improvements. The previous tenant or landlord may have installed leasehold improvements that are
very compatible, thereby reducing costs. We estimate that leasehold improvements vary from $19,000
to $24,000. All leasehold improvements are directly related to conforming the Premises to our current
standards for layout, traffic flow and other specifications. Also, included in the total amount is the cost
of wall mirrors estimated to cost you $5,000. Architectural services are estimated to cost you an
additional $5,000. These costs are paid to suppliers, when incurred, before beginning business and are
usually not refundable.
10 a, 10b and 10c Equipment
You must purchase certain equipment including boxing ring, heavy punching bags,
bag cage, retail counters and speed bags. Our estimate is $32,000 paid in lump sum. Leased
Equipment includes cardio and strength machines and free weights costing $50,000 that can be leased
for $1,800 to $2,500/mo. Web based camera system cost is $11,200 and can be leased for $350 to $400
per month. These costs are paid to suppliers, when incurred, before beginning business and are usually
not refundable.
11 Utilities
You must incur certain deposits with local utilities, for example, electric, telephone, gas, water,
etc. These will vary depending on the policies of the local utilities but are estimated to be $750.
12 Licenses
Local, municipal, county and state regulations vary on what licenses and permits are required to
operate a LA Boxing Franchise. Classification of various types of fitness centers by local governments
can cause the cost of licenses to vary. The total cost is approximately $2,000 to $3,000. These fees are
paid to governmental authorities, when incurred, before beginning business and are usually not
refundable.
13 Legal
While you must sign the LA Boxing Franchise Agreement individually, you may decide to hold
the franchise interest in a corporation or other entity and will transfer the LA Boxing Franchise
Agreement to a corporation or other entity formed before beginning operations. Regardless of the
ownership of the LA Boxing Franchise, you must comply with the fictitious, assumed, or trade name
statutes of the state in which the LA Boxing Franchise will be located. We estimate that the attorneys'
fees, publication fees, filing fees and other costs will total $1,500 to $2,000 for incorporation,
compliance with your state's fictitious or assumed name statute and review of this Franchise Disclosure
Document, depending on the scope of legal services rendered. These fees may vary from state to state
depending on each state's laws and the prevailing rate of attorneys' fees. These costs are paid to
attorneys, newspapers and governmental agencies, are not refundable and usually incurred before
8
 beginning business.
14 TL&M
You must pay for all out-of-pocket expenses, workers' compensation insurance and all employee
compensation along with federal and state taxes for the Trainees. We assume no responsibility for your
human resource-related liabilities or costs during Initial Training. You must bring no fewer than 3
people (owner, instructor and salesperson), of whom at least one must be the operating partner. The
typical costs of training that you must bear are the transportation, lodging, compensation and meals. The
estimate is for items that are non-discretionary in nature. Generally these costs will vary widely as a
function of the distance traveled, accommodations selected, restaurants selected, the distance between
the hotel and the training center and the transportation selected. Using different lifestyles, distances and
compensation assumptions, the estimates are from $3,500 to $5,000.
15 Working Capital
You must have adequate working capital before beginning operation of a LA Boxing
Franchise. Working capital should be sufficient to keep the LA Boxing Franchise in operation for 3
months and capable of covering the excess of expenses over cash flow from the gym covering
independent contractor fees, employee salaries and taxes, inventory replenishment, insurance premiums,
rent, utilities and other normal expenses that are associated with the day-to-day business operation of
the Franchise. You must be able to meet operating expenses from pre-opening, including hiring and
training expenses, until the LA Boxing Franchise develops sufficient cash flow to cover all costs. The
estimate for working capital is $35,000. This figure does not include any payments to you during the
start-up period. You must have sufficient personal resources to cover your living expenses during this
period. In the area of working capital, you must fill out a personal/family cash flow budget and
determine if there is sufficient revenue on the personal level to provide for your family through the start-
up period. Clearly, working capital requirements will be a function of your decisions regarding nearly
every aspect of your LA Boxing Franchise, for example, how many independent contractors you engage,
the size of the payroll, rent, utilities, size of the operation and many other expenses that you decide to
incur. We do not guarantee that you will not have greater start-up expenses than these estimates,
or that you will not need more operating funds than these estimates. We do not imply or
guarantee that you will “break even” by any particular time.
16 Miscellaneous
Although the estimated start-up expenses are our best estimate, it is possible that you will
exceed these figures and it would be advisable to have additional working capital available. You must
have an additional $3,000 in reserve cash.

BASIS FOR ESTIMATES

We relied on our management staff’s 16 years of experience as owners and operators of seven 7 boxing and
fitness gyms in Southern California and Georgia, utilizing the LA Boxing name and trademark, to compile these estimates.
You must review these figures carefully with a business advisor before making any decisions to purchase an LA Boxing
Franchise.

FINANCING

As described in ITEM 10, neither we nor our agents offer any financing arrangements to you.

ITEM 8 - RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

PURCHASES FROM US OR OUR DESIGNEE

You must purchase or lease the following goods, services, supplies, equipment or inventory for the establishment
of your LA Boxing Franchise from us or from suppliers approved by us or under our specifications.

LA BOXING PRODUCTS

We have developed certain LA Boxing Products for use in the System. You must purchase from us or from an
approved source we designate and license, all of your supplies of the LA Boxing Products, all in accordance with our
requirements then in effect. All LA Boxing Products sold by or through us to you must be sold under the terms we or the
manufacturer of the LA Boxing Products states in writing. EXCEPT AS WE STATE IN WRITING AND SIGN, WE
DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES ON THESE PRIVATE LABEL PRODUCTS,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
9
PARTICULAR PURPOSE. OUR EXCLUSIVE LIABILITY FOR ANY WARRANTIES EXTENDED AS
PROVIDED IN THE LA BOXING FRANCHISE AGREEMENT IS TO REPAIR OR REPLACE, AT OUR
OPTION, ANY OF THE PRIVATE LABEL PRODUCTS WE SOLD TO YOU THAT ARE NOT IN
COMPLIANCE WITH THIS WARRANTY, IF ANY. UNDER NO CIRCUMSTANCES WILL OUR LIABILITY
EXCEED THE DOLLAR AMOUNT OF THE PURCHASE PRICE YOU PAID FOR ANY PRIVATE LABEL
PRODUCTS NOT IN COMPLIANCE WITH THIS WARRANTY, IF ANY, WHICH MAY BE EXTENDED AS
PROVIDED IN THE LA BOXING FRANCHISE AGREEMENT. WE WILL NOT BE LIABLE TO ANY
PARTY, INCLUDING YOU AND YOUR CUSTOMERS, FOR ANY TORT DAMAGES OR INDIRECT,
SPECIAL, GENERAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR
ANTICIPATED PROFITS AND LOSS OF GOOD WILL, FROM THE USE OF (OR INABILITY TO USE) THE
PRIVATE LABEL PRODUCTS FOR ANY PURPOSE.

The cost of inventory and equipment purchased in accordance with our specifications will represent
approximately 50% of your total purchases in connection with the establishment of your business, and less than 5% of your
total purchases in the operation of your business.

OTHER ITEMS

You must also purchase a boxing ring with professional size and structure specifications, boxing equipment
infrastructure to accommodate heavy-bag installations, and service providers to properly install all purchased equipment
from us.

SPECIFICATIONS AND STANDARDS

To help retain the uniform and high standards necessary to retain and enhance the good will of the System and
your acceptance in your market, we provide specifications and/or required suppliers for the purchase or lease of certain
items. Specifications may include standards for enhancing the System's image and minimum standards for safety,
appearance and other factors. We design and modify specifications based upon the uniform and high standards necessary to
retain and enhance the good will of the System. Specifications are issued to you in the Manuals or otherwise in writing.
The categories for these purchases or leases are as follows:

STANDARD BUILDING PLANS AND SPECIFICATIONS AND/OR

STANDARD RECOMMENDED FLOOR PLAN

We will loan to you a sample set of our standard recommended floor plan for you to conform to the Premises.

DESIGN SPECIFICATIONS

We will loan to you specifications of our requirements for design, decoration, layout, equipment, furniture,
fixtures and signs for your LA Boxing Franchise. These items may be purchased from any approved supplier.

SPECIFICATIONS FOR LA BOXING UNIFORMS

We will loan to you specifications for LA Boxing uniforms for your employees that you must purchase directly
from our approved suppliers.

INSURANCE

You must obtain and maintain insurance, at your expense, as we require, in addition to any other insurance that
must be required by applicable law, your landlord, lender or otherwise. The policies must be written by an insurance
company reasonably satisfactory to us with a Best rating of "B" or better, and include the risks, amount of coverage and
deductibles as stated in the Manuals and Section 9.1 of the Franchise Agreement.

The cost of insurance purchased in accordance with our specifications will represent approximately 2% of your
total purchases in connection with the establishment of your business, and 2% of your total purchases in the operation of
your business. These percentages do not include worker’s compensation insurance that will vary with the payroll amount
and category of employees.

ADVERTISING

You must submit to us, for our approval, all materials to be used for Local Advertising, unless they have been
approved before or they consist only of materials we have provided. All materials containing Proprietary Marks must
10
comply with the specifications stated in the Manual and in accordance with Section 7.1 of the Franchise Agreement.

APPROVED SUPPLIES AND SUPPLIERS

You must purchase or lease equipment, supplies, inventory, advertising materials, construction services and other
products and services used for the operation of your LA Boxing Franchise only from authorized manufacturers, contractors
and other suppliers who demonstrate, to our continuing reasonable satisfaction: (i) the ability to meet our reasonable
standards and specifications for the items; (ii) possess adequate quality controls and capacity to supply your needs
promptly and reliably; and (iii) have been approved in writing by us and not later disapproved. We may approve a single
supplier for any brand and may approve a supplier only as to certain brand or brands. In approving suppliers for the
System, we may take into consideration the price and quality of the products or services and the reliability of the supplier
and other factors. We may concentrate purchases with one or more suppliers to obtain the lowest prices and/or the best
advertising support and/or services for any group of LA Boxing Franchisees or Company Units within the Chain.
Approval of a supplier may be conditioned on requirements for the frequency of delivery, standards of service, including
prompt attention to complaints, and concentration of purchases, as stated above, and may be temporary, pending our
additional evaluation of the supplier. If we later disapprove a supplier, we will notify you in writing of the disapproval.
You must cease purchasing from that supplier within a reasonable time after your receipt of our notice of disapproval.

We are not the sole supplier for any LA Boxing Products.

We provide material benefits to you based on your use of designated or approved sources through negotiated
purchase arrangements with suppliers for your benefit and the benefit of the other franchisees.

Of your total purchases and leases that must conform to our specifications, we estimate that 50% will be
purchased from us, in connection with the establishment of your franchised business. Of your total purchases and leases
that must conform to our specifications, we estimate that 10% will be purchased from us.
APPROVAL OF NEW SUPPLIERS

If you propose to purchase or lease any equipment, supplies, inventory, advertising materials, construction
services or other products or services from an unapproved supplier, you must submit to us a written request for approval, or
request the supplier to do so itself. We have the right to require, as a condition of its approval that our representatives be
permitted to inspect the supplier's facilities, and that samples from the supplier be delivered, at our option, either to us or to
an independent, certified laboratory we designate for testing. We will not be liable for damage to any sample that may
result from the testing process. You must pay a charge not to exceed the reasonable cost of the inspection and the actual
cost of the testing. You must also, as a condition to its approval, that the supplier present satisfactory evidence of
insurance, for example, product liability insurance, protecting us and you from all claims from the use of the item within
the System. We will give approval or disapproval in writing and delivered to you by regular mail within 10 days after all
testing and the above conditions have been completed. We reserve the right, at our option, to reinspect the facilities and
products of any approved supplier and continue to sample the products at the supplier's expense and to revoke approval
upon the supplier's failure to continue to meet our standards and specifications. You will receive notification of approval or
disapproval of a supplier within 7 days after we have investigated and inspected the supplier. Our criteria for supplier
approval are available to you.

REVENUE FROM APPROVED SUPPLIES AND SUPPLIERS

Neither we, nor any of our affiliates receive payments, rebates or other consideration from approved suppliers.
We reserve the right to be compensated by a supplier for creating or maintaining a relationship or arrangement with
approved or recommended suppliers in the future.

PURCHASING OR DISTRIBUTION COOPERATIVES

There are currently no purchasing or distribution cooperatives that you must join or in which you may participate.

We do not discriminate among our Franchisees based upon a particular Franchisee's use of an approved supplier.

ITEM 9 - FRANCHISEE'S OBLIGATIONS

THIS TABLE LISTS YOUR PRINCIPAL OBLIGATIONS UNDER THE FRANCHISE AGREEMENT
AND OTHER AGREEMENTS. IT WILL HELP YOU FIND MORE DETAILED INFORMATION ABOUT
YOUR OBLIGATIONS IN THESE AGREEMENTS AND IN OTHER ITEMS OF THIS FRANCHISE
DISCLOSURE DOCUMENT.

11
 Obligation Section In Agreement(1) Item In Franchise Disclosure
Document
a. Site selection and Section 4.1 ITEMS 6, 7, 8 and 11.
acquisition/lease
b. Pre-opening Sections 4.1, 4.2, 4.3, 4.4, 4.8, 4.9, ITEMS 5, 7, 8 and 11.
purchases/leases 4.11, 4.12, 4.14 and 4.15
c. Site development and Sections 4.1, 4.2, 4.3, 4.4 and 4.9 ITEMS 5, 7, 8 and 11.
other pre-opening
requirements
d. Initial and ongoing Sections 2.7, 2.8, 2.10 and 2.11(j) ITEMS 6, 7, 8 and 11.
training
e. Opening Section 4.4 ITEMS 7, 8 and 11.
f. Fees ARTICLE 3 and Sections 2.7(a), ITEMS 5, 6 and 7.
2.13, 4.1, 4.9(c), 4.21, 4.22, 6.2(a),
8.3, 9.7, 11.2(f)(vii), 13.9 and 14.1(b)
g. Compliance with Sections 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, ITEMS 8, 11 and 14.
standards and 4.10, 4.11, 4.13, 4.14, 4.15, 4.16,
policies/Operating Manual 4.17, 4.18, 4.19, 4.21, 7.1, 7.2, 7.3,
7.4, 7.5, 7.6, 7.7, 8.1, 8.2, 8.4, 9.1,
9.2, 9.3, 9.5, 11.2, 20.3 and
ARTICLE 6
h. Trademarks and ARTICLES 5, 6 and 14 ITEMS 13 and 14.
proprietary information
i. Restrictions on Sections 4.5, 4.7, 4.10, 4.11, 4.12 ITEMS 8 and 16.
products/services offered
j. Warranty and customer Sections 4.7, 4.17 ITEM 8.
service requirements
k. Territorial development Section 4.25 ITEM 12.
and sales quotas
l. Ongoing product/service Sections 4.10, 4.11 and 4.12 ITEMS 6 and 8.
purchases
m. Maintenance, Sections 4.1, 4.2, 4.3, 4.6 and 4.21 ITEMS 6, 7 and 8.
appearance and remodeling
requirements
n. Insurance ARTICLE 9 ITEMS 6, 7 and 8.
o. Advertising ARTICLE 7 ITEMS 6, 7, 8 and 11.
p. Indemnification Section 15.2 ITEMS 6 and 8.
q. Owner's participation/ Sections 4.9 ITEMS 6 and 15.
management/staffing
r. Records and reports ARTICLE 8 ITEM 8.
s. Inspections and audits ARTICLE 8 ITEMS 6, 8 and 11.
t. Transfer ARTICLE 11 ITEMS 6 and 17.
u. Renewal Section 17.2 ITEMS 6 and 17.
v. Post-termination ARTICLE 13 ITEM 17.
obligations
w. Non-competition ARTICLE 14 ITEM 17.
covenants
x. Dispute resolution ARTICLE 18 ITEMS 6 and 17.
1
Unless otherwise stated, all references are to the LA Boxing Franchise Agreement attached as Exhibit C.

ITEM 10 – FINANCING

We do not offer direct or indirect financing for anything. We do not assist in providing financing for you. We do
not guarantee any notes or financial obligations you may incur in setting up and operating your franchise.

ITEM 11 - FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING

EXCEPT AS LISTED BELOW, WE ARE NOT REQUIRED TO PROVIDE

YOU WITH ANY ASSISTANCE.

12
FRANCHISE AGREEMENT

MANDATORY OBLIGATIONS BEFORE OPENING OF THE LA BOXING FRANCHISE

After the LA Boxing Franchise Agreement is signed and before opening your LA Boxing Franchise, we will
provide you through us or our Designee with the following assistance and services as long as you are not in default under
your LA Boxing Franchise Agreement:

(a) Site Selection Assistance. We must approve the proposed site for your Premises in writing before
beginning any construction of improvements. We will supply to you our site selection criteria. We will also provide an on-
site evaluation in response to your request for site selection assistance and approval. However, we will not provide on-site
evaluation for any proposed site before receipt of the materials required in the Manuals. We will not unreasonably
withhold approval of any site that meets our standards for demographic characteristics, traffic patterns, parking, the
predominant character of the neighborhood, competition from other businesses providing similar services within the area,
the proximity to other businesses, the nature of other businesses in proximity to the site and other commercial
characteristics, the size, appearance and other physical characteristics of the site, and any other factors that we consider
relevant in approving or disapproving a site. We will review site approval submissions on a first-in basis. If we do not
approve the selected site, you have 30 days to submit a new site within the Reserved Area for our written approval. WE
DO NOT REPRESENT THAT WE HAVE ANY SPECIAL EXPERTISE IN SELECTING SITES. OUR
APPROVAL OF A SITE IS NOT A REPRESENTATION OR WARRANTY THAT THE LA BOXING
FRANCHISE WILL BE PROFITABLE OR THAT YOUR SALES WILL ATTAIN ANY PREDETERMINED
LEVELS. APPROVAL IS INTENDED ONLY TO INDICATE THAT THE PROPOSED SITE MEETS OUR
MINIMUM CRITERIA FOR IDENTIFYING SITES. OUR APPROVAL OR DISAPPROVAL OF A
PROPOSED SITE DOES NOT IMPOSE ANY LIABILITY ON US. (Section 2.1 of the Franchise Agreement).

(b) Plans and Specifications. We will loan to you our standard recommended floor plan. [Subsection
2.2(a)(i) of the Franchise Agreement.]

(c) Design Specifications. We will loan to you our specifications for design, decoration, layout,
equipment, furniture, fixtures and signs for your LA Boxing Franchise. [Subsection 2.2(a)(ii) of the Franchise Agreement.]

(d) Uniform Requirements. We will provide you with specifications for LA Boxing uniforms for your
employees that you must purchase from our approved suppliers. [Subsection 2.2(a)(iii) of the Franchise Agreement.]

(e) Business Planning Assistance. After this Agreement is signed by the parties, we will review and
comment on any business plan and pro forma financial projections you prepare. WE DO NOT REPRESENT THAT WE
HAVE ANY SPECIAL EXPERTISE IN REVIEWING OR DEVELOPING BUSINESS PLANS. OUR REVIEW
AND COMMENTARY OF A BUSINESS PLAN OR FINANCIAL PROFORMA IS NOT A REPRESENTATION
OR WARRANTY THAT THE LA BOXING FRANCHISE WILL BE PROFITABLE OR THAT YOUR SALES
WILL ATTAIN ANY PREDETERMINED LEVELS. OUR REVIEW AND COMMENTARY IS INTENDED
ONLY TO PROVIDE INFORMATION SHARING TO YOU AND SUCH REVIEW AND COMMENTARY
DOES NOT IMPOSE ANY LIABILITY ON US. (Section 2.3 of the Franchise Agreement.)

(f) Accounting, Cost Control and Inventory Control Systems. We will provide you with standardized
accounting, cost control and inventory control systems. (Section 2.4 of the Franchise Agreement.)

(g) Lists, Forms and Schedules. We will loan to you a list of required equipment, supplies, materials,
inventory and other items necessary to operate your LA Boxing Franchise, a list of approved suppliers of all items, and an
initial set of forms, including the standard brochure and various operation forms, for example, standardized periodic
reporting forms for reporting accounting information, cost analysis and purchase order forms. We will also make available
to you a schedule of items that must be purchased from us and a schedule of recommended items to be purchased from
third-party suppliers. These forms and schedules are set forth in the Manuals. WE DO NOT WARRANT THE
COMPLETENESS, LEGALITY OR ENFORCEABILITY OF ANY AGREEMENTS OR FORMS. YOU MUST
RETAIN YOUR OWN COUNSEL TO REVIEW AND CONFORM SUCH AGREEMENTS AND DOCUMENTS
TO ALL APPLICABLE FEDERAL AND STATE LAWS. (Section 2.5 of the Franchise Agreement.)

(h) Employee Information and Assistance. We will give to you a standardized

interviewing/selection system. You must perform the hiring, disciplining, supervising, promoting and firing of your
employees and the establishment of their salaries as further provided in Section 4.8. (Section 2.6 of the Franchise
Agreement.)

(i) Initial Training. We will provide Initial Training for up to five (5) Trainees. (Section 2.7 of the
13
Franchise Agreement.) Details of Initial Training are described below under the heading TRAINING PROGRAM.

(j) Loan of the Manuals. We will loan you one registered copy of each volume of the Manuals. (Section
2.8 of the Franchise Agreement.) To protect our reputation and good will and to maintain uniform standards of operation
under the Proprietary Marks, you must conduct your business in accordance with the Manuals. (Section 6.1 of the
Franchise Agreement.) You must at all times treat and maintain the Confidential Information as confidential and our trade
secrets. The Manuals must, at all times, be kept in a secure area within the Premises. You must strictly limit access to the
Confidential Information to your employees, to the extent they have a "need to know" in order to perform their jobs. You
must report the theft, loss or destruction of the Manuals, or any portion of the Manuals, immediately to us. Upon the theft,
loss or destruction of any Manuals, we will loan you a replacement copy at a fee of $250 for each Manual. A partial loss or
failure to update any Manual is considered a complete loss. You must not at any time, without our written consent, copy,
record or otherwise reproduce any of the Confidential Information. All persons, whom you permit to have access to the
Manuals or any other Confidential Information, must first sign a confidentiality agreement. [Subsection 6.2(c) of the
Franchise Agreement.]

(k) Pre-Opening Inspection. We may inspect your Franchise Location before you open. We will provide
you with advice, as we deem appropriate, to insure that you conform to applicable Franchise standards before the Opening
Date. (Section 2.9 of the Franchise Agreement.)

(l) Pre-Opening On-Site Training; Opening Supervisor. We will make available to you pre-opening,
on-site training for a Business Day by our Opening Supervisor, in most instances to be conducted at your LA Boxing
Franchise shortly before the Opening Date. The on-site training program involves a review of required equipment, systems
and operations. The Opening Supervisor will also observe boxing and fitness training classes and oversee the operation.
We will pay the expenses of the Opening Supervisor. (Section 2.10 of the Franchise Agreement.) Details are described
below under the Territory "Training Program."

Except as otherwise stated above, these obligations of ours will be satisfied at Initial Training, or within 30 days
after Initial Training.

DISCRETIONARY OBLIGATIONS BEFORE OPENING OF THE LA BOXING FRANCHISE

None

MANDATORY OBLIGATIONS AFTER BEGINNING OPERATIONS

The obligations we or our Designee will perform during the operation of your LA Boxing Franchise are as follows
as long as you are not in default under your LA Boxing Franchise Agreement:
:
(a) Accounting Services. We will provide you with a bookkeeping format for reporting Gross
Revenue utilizing forms that we develop from time-to-time for membership sales, product sales, and general and
administrative activities. [Subsection 2.11(a) of the Franchise Agreement.]

(b) Field Visits. We will provide assistance to you in the development and operation of your LA
Boxing Franchise by means of periodic visits by one of our field representatives. [Subsection 2.11(b) of the Franchise
Agreement.]

(c) Telephone Assistance. We will provide informational assistance by telephone, including

consultation on matters involving operations, sales techniques, advertising, promotion and business methods. [Subsection
2.11(c) of the Franchise Agreement.]

(d) Advertising and Public Relations Campaigns. We will generally promote your business
through advertising and public relations campaigns. [Subsection 2.11(d) of the Franchise Agreement.]

(e) Local Advertising. We will provide you advice on Local Advertising. [Subsection 2.11(e) of the
Franchise Agreement.]

(f) Promotional Methods and Materials. We will provide you with promotional methods and materials
we may develop. [Subsection 2.11(f) of the Franchise Agreement.]

(g) Research and Development. We will continue to research and develop new equipment, products and
services, introductions and techniques, as we deem appropriate in our sole discretion. We may conduct market research
and testing to determine consumer trends and the salability of new products and services. If we choose you, and if you
14
accept, you must participate in our market research programs, in test marketing new products and services in the LA
Boxing Franchise and by providing us with timely reports and other relevant information regarding that market research.
If you participate in any test marketing, you must purchase a reasonable quantity of the products or services being tested an
to effectively promote and make a good faith effort to sell them. (Subsection 2.11(k) of the Franchise Agreement.)

DISCRETIONARY OBLIGATIONS AFTER BEGINNING OPERATIONS

Radio and Television Commercials.We may provide a preapproved radio script and camera-ready television
commercials (not including airtime) for your use in your TERRITORY. [Subsection 2.11(g) of the Franchise Agreement.]

Periodic Assistance. We may provide advisory assistance in the operation and promotion of the LA
Boxing Franchise, as we deem advisable. Advisory assistance may include additional training and assistance,
communication of new developments, improvements in equipment and supplies, and new techniques in advertising,
service and management relevant to the operation of the LA Boxing Franchise. [Subsection 2.11(h) of the Franchise
Agreement.]

Refresher or Additional Training. We may provide refresher training programs, seminars, or advanced
management training for you and your employees at our principal training facility in Santa Ana, California, as may be
required at our option, which you or your Manager must attend. Training is not required more often than once a year.
However, if you receive an unsatisfactory inspection report from us and fail to promptly remedy the deficiencies, your
Manager and designated employees must attend refresher training as soon as reasonably possible. You must pay for all
expenses associated with these programs including the then prevailing standard training fee we charge for these programs
and all travel, meals and lodging costs of your attendees. [Subsection 2.11(i) of the Franchise Agreement.]

LA Boxing’s Temporary Operation of Your Franchise Business. At our option, if: you fail to keep your LA
Boxing Franchise open for business during normal business hours; you are absent from your LA Boxing Franchise more
than 5 days or abandon the Premises; you or the Franchise Owner dies or becomes permanently incapacitated and the
franchise or the ownership interest in your franchise is not assigned promptly under Section 11.4 of the Franchise
Agreement; you materially breach any of our standards and specifications for the operation of your LA Boxing Franchise;
or your LA Boxing Franchise is terminated and we elect to purchase your business assets as provided in Section 13.4 of the
Franchise Agreement; then, we are entitled (but have no obligation) to enter your Premises and to operate and manage your
LA Boxing Franchise for your (or your estate's) account until the LA Boxing Franchise is terminated, transferred to a party
under Subsection 11.2(f) of the Franchise Agreement, purchased by us, or until you resume control over your LA Boxing
Franchise and operate it in accordance with this Agreement. Our operation and management will not continue for more
than 90 days without your written consent or the consent of the representatives of your estate. If we operate your LA
Boxing Franchise, we will account to you or your estate for all net income from the operation less our reasonable expenses
incurred in, and a reasonable management fee for, our operation of your LA Boxing Franchise. (Section 2.13 of the
Franchise Agreement.)

ADVERTISING PROGRAMS

LOCAL ADVERTISING

You must spend during each month during the Term, beginning on the Opening Date, at least $5,000 per month
for Local Advertising. [Subsection 7.1(a) of the Franchise Agreement.]

WEB SITE ADVERTISING

Any Web Site is deemed Local Advertising under the Franchise Agreement and is subject to, among other things,
our prior written consent. Before establishing a Web Site, you must submit to us a sample of the Web Site format and
information in the form and manner that we reasonably require. In addition to any other applicable requirements, you must
comply with our standards and specifications for Web Sites as set forth in the Manuals. You must establish your Web Site
as part of any Web Site that we establish and/or establish electronic links to any Web Site we establish. If you propose any
material revision to your Web Site or any information contained in your Web Site, you must submit each revision to us for
our prior written approval. (Section 7.3 of the Franchise Agreement.)

REGIONAL COOPERATIVE ADVERTISING

We have the right, in our discretion, to establish a regional advertising cooperative in any Territory. You must
immediately upon our request become a member of the Cooperative for the Territory where some or all of your Exclusive
Territory is located. Your LA Boxing Franchise will not be required to be a member of more than one Cooperative. You
15
must contribute to the Cooperative the amount the Cooperative determines and that amount will be credited against your
obligation for Local Advertising; provided, however, you will not be required to contribute to any Cooperative in excess of
2% of your monthly Gross Revenues. We will determine who is responsible for the administration of each Cooperative.
Cooperatives are not required to but are expected to operate from written documents. Upon the establishment of your
Cooperative, you will be provided a copy of any written document governing the Cooperative. The Cooperative will
determine whether and when financial statements of the Cooperatives' activities will be prepared; however, we have the
right to inspect the financial records of any Cooperative. We also have the right to change, dissolve or merge any
Cooperatives. Each Cooperative will render quarterly reports to us of its advertising expenditures. We do not receive any
portion of the contributions to the Cooperative. (Section 7.2 of the Franchise Agreement.)

MARKETING FUND (Section 7.5 of the Franchise Agreement.)

(a) If we institute an Advertising Contribution requirement, we will create a special fund called the "LA
Boxing Marketing Fund" (the "Marketing Fund"), into which the Advertising Contributions are deposited, and is for the
benefit of all Franchise Units and Company Units who contribute to the Marketing Fund.

(b) The Marketing Fund will be administered by the Marketing Fund Committee (the “MFC”). You and
the other Franchisees will elect or appoint 2 members and we will appoint 2 members to the MFC to serve for a one-year
term corresponding to the calendar year. The 4-member MFC will by a majority vote determine the selection and
placement of national and regional advertising. Each MFC member has one vote. If the MFC is deadlocked, our President
will decide. The Marketing Fund is maintained and operated by the MFC as a fiduciary to you and used to meet the costs
of conducting regional and/or national advertising and promotional activities on a regional or national scale (including the
cost of advertising campaigns, test marketing, marketing surveys, public relations activities and marketing materials) we
deem beneficial to the System. We are authorized to charge the Marketing Fund fees at reasonable market rates for
advertising, marketing or promotional services actually provided by us, in lieu of engaging third party agencies to provide
these services.

(c) All expenditures are at the sole discretion of the MFC. The MFC may spend in any calendar year more
or less than the total Advertising Contributions to the Marketing Fund in that year. The MFC may borrow from us or other
lenders on behalf of the Marketing Fund to cover deficits of the Marketing Fund or cause the Marketing Fund to invest any
surplus for future use by the Marketing Fund.

(d) You must authorize us to act as your sole agent to enter into contracts with parties offering promotion,
discount or other programs whereby you would receive rebates or marketing allowances ("Rebates")
from handling items offered for sale by the parties. All Rebates will be paid to us and we will
contribute them to the Marketing Fund. You must assign all of your right, title and interest in all
Rebates to us, and authorize us to furnish any proof of purchase evidence as may be required in
accordance with the contracts. All rebates received by us from our Company-units will also be
contributed to the Marketing Fund.

(e) The MFC will retain our independent certified public accountants to prepare an annual audit of the
Marketing Fund, at the expense of the Marketing Fund, and send a copy of the audit report to you and all other Franchisees
within 90 days after the end of each fiscal year.

ADVERTISING CONTRIBUTIONS TO THE MARKETING FUND

If we institute an Advertising Contribution, you must pay a continuing monthly Advertising Contribution of 2%
of monthly Gross Revenues. [Subsection 3.1(c) of the Franchise Agreement.]. Except as expressly provided in ARTICLE
7 of your Franchise Agreement, we assume no other direct or indirect liability or obligation to you for the maintenance,
direction or administration of the Marketing Fund.

We maintain the right to both initiate and terminate the collection and disbursement of the Advertising
Contributions and the Marketing Fund. Upon any termination, we will disburse the remaining funds for the purposes
authorized under your Franchise Agreement. (Section 7.7 of the Franchise Agreement.)

The advertising funded by the Marketing Fund is generally placed, based on the decisions of the MFC, in
national markets and generally involves television, radio, periodicals and newspapers. Most marketing materials will be
prepared by a national or regional advertising agency.

The MFC is not required to spend any of your contributions to the Marketing Fund in your Protected Territory.
[Subsection 7.6(b) of the Franchise Agreement.]

16
 MISCELLANEOUS

Company Units are required to contribute to the Marketing Fund and any Cooperative on the same basis as you.
(Section 7.8 of the Franchise Agreement.]

We do not receive payment for providing goods or services to the Marketing Fund and Regional Cooperative
Advertising Funds.

Any monies not spent by either the Marketing Fund or any Regional Cooperative Advertising Fund in any
particular year are carried over to fund advertising expenses in the next year.

There may be additional advertising requirements contained in your Premises lease. The extent of these
advertising requirements may be subject to negotiation; consequently, the extent of any advertising obligation, if any, may
be unknown to us.

See ITEMS 6, 8 and 9 for additional information on the LA Boxing advertising programs.

OTHER ADVERTISING FUNDS

There are no other advertising funds.

COMPUTER SYSTEMS

(a) Before the Opening Date you must procure and install at your LA Boxing Franchise a personal
computer.

(b) The Computer System consists of the following hardware or compatible equivalent components:

• Windows compatible personal computer having at least 520 RAM and

40 gig hard drive
• 17” color monitor
• Laser printer 600 dpi
• High-speed Internet connection

(c) You must use the following software:

• Microsoft Windows
• Microsoft Office
• QuickBooks
• Internet Service Provider software
• Business e-mail account

(d) You must install and maintain, at your own expense, an E-mail link with us and all other LA Boxing
Franchisees. Reasonable minimum hardware and software standards for these connections will be set by us and may be
periodically revised, and you will have reasonable time to upgrade when standards change. Standards will include current
uniform communications software in use by the System; word processing and spreadsheet software that is either the same
as that in use at our office or capable of reading and converting files created by our office; and a computer capable of
running the software and containing reasonable minimums for memory and data storage and a modem connected via
network links to our System. You must pay for all normal communications charges from the networks making connection
to our System, for example, phone bills or bills from an on-line service. Information important to the Chain will be sent to
your computer address electronically. In order to stay informed on developments affecting the System and your LA Boxing
Franchise, you must check your electronic mailbox for system communications on a regular basis.

(e) As new computer systems are designed to accommodate a certain maximum amount of data and
terminals, and that, as limits are achieved, and/or as technology and/or software is developed in the future, you must add
memory, ports and other accessories and/or peripheral equipment and/or additional, new or substitute software to the
original computer system you purchased. At a certain point in time it will become necessary for you to replace or upgrade
the entire computer system with a larger system capable of assuming and discharging all of those computer-related tasks
and functions as we specify. Computer designs and functions change periodically and we may be required to make
17
substantial modifications to our computer specifications, or to require installation of entirely different systems, during the
Term. To ensure full operational efficiency and communication capability between our computers and your computers, you
must keep the computer system in good maintenance and repair and to install all additions, changes, modifications,
substitutions and/or replacements to your computer hardware, software, telephone and power lines and other computer-
related facilities as we direct on those dates and within those times we specify, in our sole discretion, in the Manuals or
otherwise on a System-wide basis subject to the Capital Expenditure Limitation in Section 4.21. Upon termination or
expiration of this Agreement, all software, disks, tapes and other magnetic storage media provided to you by us must be
returned to us in good condition (reasonable wear and tear excepted). You must delete all software and applications from
all memory and storage.

(f) Compatible equivalent components hardware or software that perform the same functions exist; we may
approve compatible equivalent hardware components and software at our option. (See ITEM 6.)

(g) We are not contractually required to provide to you ongoing maintenance, repairs, upgrades or updates.

OPERATIONS MANUAL

After you have signed your LA Boxing Franchise Agreement and shortly before Initial Training we will
loan you a copy of our LA Boxing Manuals. Our Manuals contain proprietary information and you must keep this
information confidential as described in ITEM 14. The current Operations Manual, as of April 1, 2004 is divided into the
following subjects:

LA BOXING
Operations Manual
Table of Contents

B PROCESSING………………………………………………………………………………………………………………………….55

SITE SELECTION METHODS

You must select the site. If a site for your LA Boxing Franchise has not been selected on the Agreement Date,
you must complete the acquisition or lease arrangements for your Premises located in the Reserved Area, at your expense
within 30 days after the Agreement Date, after obtaining our written approval under Section 2.1. If a site has not been
approved within 3 months of the Agreement Date, we may terminate this Agreement and refund the Initial Franchise Fee to
you without interest, less our out-of-pocket costs and our standard fees and expenses for the assistance we have provided
under this Agreement including site location assistance, and our fees for any training (currently, $500 per person per day).
We must approve any lease of the Premises. You must deliver a copy of the proposed lease to us at least 15 days before it
is to be signed by you. (Section 4.1 of the Franchise Agreement].

We will supply to you our site selection criteria. We will not unreasonably withhold approval of any site that
meets our standards for demographic characteristics, traffic patterns, parking, the predominant character of the
neighborhood, competition from other businesses providing similar services within the area, the proximity to other
businesses, the nature of other businesses in proximity to the site and other commercial characteristics, the size, appearance
and other physical characteristics of the site, and any other factors that we consider relevant in approving or disapproving a
site. We will review site approval submissions on a first-received basis. If we do not approve the selected site, you have
30 days to submit a new site within the Reserved Area for our written approval. WE DO NOT REPRESENT THAT
WE HAVE ANY SPECIAL EXPERTISE IN SELECTING SITES. OUR APPROVAL OF A SITE IS NOT A
REPRESENTATION OR WARRANTY THAT THE LA BOXING FRANCHISE WILL BE PROFITABLE OR
THAT YOUR SALES WILL ATTAIN ANY PREDETERMINED LEVELS. APPROVAL IS INTENDED ONLY
TO INDICATE THAT THE PROPOSED SITE MEETS OUR MINIMUM CRITERIA FOR IDENTIFYING
SITES. OUR APPROVAL OR DISAPPROVAL OF A PROPOSED SITE DOES NOT IMPOSE ANY
LIABILITY ON US. (Section 2.1 of the Franchise Agreement.)

TIME BETWEEN SIGNING OF FRANCHISE AGREEMENT [FIRST PAYMENT TO LA BOXING] AND THE OPENING OF THE LA BOXING
FRANCHISE

The typical length of time between the signing of the LA Boxing Franchise Agreement and the opening of the LA
Boxing Franchise can vary from 2 to 4 months. The factors that affect this time frame usually include: the time needed to
acquire a site for your LA Boxing Franchise (depends in part on selecting a satisfactory site, arranging financing, local
18
ordinance compliance issues, hiring employees, and other operational issues, etc.) and the time when you receive and
complete satisfactorily Initial Training.

TRAINING PROGRAM

INITIAL TRAINING (MANDATORY)

We will provide you with 3 Business Days of Initial Training for up to 5 Trainees at our training facilities in Santa Ana,
California. Unless otherwise agreed in writing, at least 1 Trainee must be the Franchise Owner. If you will not be active
in the day-to-day activities of your LA Boxing Franchise, you may designate another person as your Manager who will be
active in the day-to-day activities of your LA Boxing Franchise to be another Trainee. We must approve all Trainees.
Initial Training includes instruction in owner-operator responsibilities, instructor training, equipment, membership sales,
administration, operations, product sales and marketing, and franchisor relations. Training programs may differ in content
and length for Franchise Owners or employees depending upon their responsibilities at the LA Boxing Franchise. We will
provide, at our expense, (as Initial Training is included in the Initial Franchise Fee), instructors, facilities, equipment,
training materials, manuals and technical training tools for Initial Training. You must pay for all expenses of the Trainees
in attending Initial Training including all travel, lodging and meal expenses. You must pay all expenses incurred to have
your additional employees or agents attend Initial Training, including reasonable training fees (currently $500 per day per
person.) [Subsection 2.7(a) of the Franchise Agreement.]

There is no additional fee involved for Initial Training. However, you must pay for you and your employees'
travel, food and lodging expenses. Training classes are held every 8 weeks.

Initial Training will occur 2 to 4 weeks after the Franchise Agreement is signed or 2 to 4 weeks before the
opening of your LA Boxing Franchise.

LA BOXING FRANCHISEE TRAINING PROGRAM

Owner Training Program

MONDAY Item Professional
9:00 - 9:30 General Overview & Company History Anthony Geisler
9:30 - 10 Company Start-up Richard Feinberg
10 - 10:15 Break
10:15 - 11 Real Estate Richard Feinberg
11 - 12 pm Real Estate Richard Feinberg
12 – 1:30 pm Lunch Break
1:30 - 2:00 Finance Jason Almeida
2:15 - 4:00 Staffing Don Michael
4:30 Boxing Class LA Boxing Instructor

TUESDAY Item Professional

9:00 – 10:15 Sales and Carl Schirtzer
Operations Carl Schirtzer
10:15 - 12 Operations Anthony Geisler
12 – 1:30 pm Lunch Break
1:30 - 2 pm Construction Richard Feinberg
2:15 – 4:00 pm Compliance Carl Schirtzer
4:30 Kickboxing Class LA Boxing Instructor

WEDNESDAY Item Professional

9:00 - 10 Marketing and Advertising Keith Williams
10 - 10:15 Break

19
10:15 - 12 Marketing and Advertising Keith Williams
12 – 1:30 pm Lunch Break
1:30 – 2:30 pm Products Dawn Kelly
2:45 - 3:30 Vendors Dawn Kelly
3:30 – 4 pm Test and Graduation Richard Feinberg

General Manager Training Program

TUESDAY Item Professional
9:00 - 9:30 General Overview & Company History Don Michael
9:30 - 10:00 GM Responsibilities and Mindset Don Michael
10:00 - 10:45 Introduction to the President Anthony Geisler
10:45 - 11:00 Break
11:00 - 12:00 Psychology of Sales Don Michael
12:00 - 1:00 Lead Generation Don Michael
1:00 - 2:00 Lunch
2:00 - 3:00 How to give a Proper Tour Don Michael
3:00 - 4:00 Scripts Don Michael
4:00 - 4:15 Break
4:15 – 6 pm Shadow Sales Process in Club Don Michael

WEDNESDAY Item Professional

9:00 - 9:30 Recap of Prior Day Don Michael
9:30 - 10:45 Objection Handling Don Michael
10:45 - 11:00 Break
11:00 - 2:00 Instructor Training in Club Benji Radach
2:00 - 3:00 Lunch
3:00 - 4:00 PT and Post Sale Don Michael
4:00 - 4:15 Break
4:15 - 6:00 Shadow Sales Process in club Don Michael

THURSDAY Item Professional

9:00 - 9:45 What to do When Prospect Does not Sign Don Michael
9:45 - 10:45 Presale / Grand Opening Don Michael
10:45 - 11:00 Break Carl Schirtzer
11:00 - 11:30 Apparel & Accessories Dawn Kelly
11:30 - 12:00 marketing Keith Williams
12:00 - 1:00 Club Operations Don Michael
1:00 - 2:00 Final Exam

LA Boxing Instructor Training

TUESDAY Item Professional
9:00 - 9:30 am Introduction & Orientation Benji Radach
9:30- 10:00 Instructor Responsibilities Benji Radach
10 - 10:30 Introduction to President Anthony Geisler
10:30 – 10:45 Break
10:45 – 11:45 Boxing Class Breakdown & Notes Benji Radach
11:45 – 12:45 Lunch Break
12:45 - 1:15 Stretching & Wrapping Hands Properly Benji Radach
1:15 - 2:15 Boxing Class From Director of Instructor Training Benji Radach
2:15 – 2:45 Questions and Class Review Benji Radach
20
2:45 - 3:00 Break
Pad Work & Learn Boxing Number System of
3:00 – 4:00 Strikes Benji Radach
4:00 – 5:00 Instructor Teaches Boxing Class
5:00 – 5:15 Evaluation of Class Taught Benji Radach

WEDNESDAY Item Professional

9:00 - 9:30 Morning Stretch & Hand Wrapping Review Benji Radach
9:30 - 10 Kickboxing Class Break Down & Notes Benji Radach
10 - 10:15 Break
10:15 – 11:45 1 Minute Active Rest Exercises & Circuit Training Benji Radach
11:45 – 12:45 Lunch Break
Take Kickboxing Class from Director of Instructor
12:45 - 1:45 Training Benji Radach
1:45 - 2:45 Take Class from Instructor Benji Radach
2:45 - 3:00 Break
Pad Work & Learn Kickboxing Number System of
3:00 – 4:00 Strikes Benji Radach
4:00 – 5:00 Instructor Teaches Kickboxing Class Benji Radach
5:00 – 5:15 Evaluation of Class Benji Radach

THURSDAY Item Professional

9:00 - 9:30 Stretch & Hand Wrapping Review Benji Radach
Pad Work (Boxing & Kickboxing using Number
9:30 – 10:30 System of Strikes Benji Radach
10 ;30 - 10:45 Break
Private Lesson Overview, Initial Client Assessment,
Client goal Assessment, Example of Personal
10:45 - 11:30 Training Session Benji Radach
Different Kinds of Personal Training Depending on
11:30 – 12:00 Client Goal Assessment Benji Radach
12:00 – 1:00 Lunch Break
Teach Private Sessions on Each Other or Other
1:00 - 2:00 Members Benji Radach
Technique on Boxing, Kickboxing & Flashy fun
Moves to Make Class More Interesting (one move
2:00 - 2:45 per class taught) Benji Radach
2:45 – 3:00 Break
Overview of Instructors Training course and Time to
Answer Questions of Techniques, Ideas, Drills &
3:00 - 3:45 Running Class Benji Radach
3:45 – 4:45 Sparring & Fight Club Overview Benji Radach
Kids Class/Adult Class Differences, Certifications
4:45 – 5:15 and Pictures Benji Radach

21
 FAILURE TO COMPLETE INITIAL TRAINING

If any Trainee fails to satisfactorily complete Initial Training, as reasonably determined by us, we may: (i) at your
expense and direction, retrain the Trainee or train another Trainee; or (ii) elect to terminate this Agreement and refund the
Initial Franchise Fee and other fees collected under this Agreement to you without interest, less our out-of-pocket costs and
our standard fees for the training provided (currently $500 per day per person). [Subsection 2.7(b) of the Franchise
Agreement.]

PRE-OPENING ON-SITE TRAINING; OPENING SUPERVISOR (MANDATORY)

We will make available to you pre-opening, on-site training for a Business Day by our Opening Supervisor, in
most instances to be conducted at your LA Boxing Franchise shortly before the Opening Date. The on-site training
program involves a review of required equipment, systems and operations. The Opening Supervisor will also observe
boxing and fitness training classes and oversee the operation. We will pay the expenses of the Opening Supervisor.
(Section 2.10 of the Franchise Agreement.)

REFRESHER OR ADDITIONAL TRAINING (MANDATORY)

We may provide refresher training programs, seminars, or advanced management training for you and your
employees at our principal training facility in Santa Ana, California, and must be attended by you or your Manager.
Training is not required more often than once a year. However, if you receive an unsatisfactory inspection report from us
and fail to promptly remedy the deficiencies, your Manager and designated employees must attend refresher training as
soon as reasonably possible. You must pay for all expenses associated with these programs including the then prevailing
standard training fee we charge for these programs and all travel, meals and lodging costs of your attendees. [Subsection
2.11(i) of the Franchise Agreement.]

NEW MANAGER TRAINING (MANDATORY)

If we have permitted the Manager to be an individual other than you, and the Manager fails to satisfy his or her
obligations under Subsection 4.9(b) of the Franchise Agreement due to death, disability, termination of employment or for
any other reason, you must satisfy these obligations until you designate a new Manager of your LA Boxing Franchise
acceptable to us who has successfully completed Initial Training. You must pay for the expenses associated with Initial
Training, including the then prevailing standard training fee we charge for Initial Training (currently $500 per day per
person). [Subsection 4.9(c) of the Franchise Agreement.]

EXPERIENCE OF INSTRUCTOR

Mr. Anthony Geisler, our President, is responsible for all aspects of training. The Initial Training program will be
conducted by members of the training staff who have significant work experience in the boxing and fitness business,
physical education coaching, and professional boxing experience ranging from 3 to 12 years in businesses of the type we
are offering you. See ITEM 2 for Mr. Geisler’s and other staff biographies and training experience.

FRANCHISEE ATTENDANCE IN DISCRETIONARY TRAINING PROGRAM.

There is no discretionary training program.

ITEM 12 - TERRITORY

EXCLUSIVE TERRITORY

Your Exclusive Territory is defined in Sections 1.3 and 19.1 of the Franchise Agreement and further
delineated in Exhibit A. The written boundaries of your Territory will be defined by an approximate 5-mile radius
from the location described on the cover page or, if none is stated, the Premises will be designated by you and
approved by us and delineated in Exhibit A. During the Term, if you are not in default, we agree not to open a
Company-Owned Unit or franchise another LA Boxing Franchise within your Exclusive Territory. You will be
assigned a protected territory based upon either a population base of approximately 100,000 population density, or
a 5-mile radius from the location described in Exhibit A of the Franchise Agreement. However, we reserve for
ourselves the rights stated in Section 5.7, which are superior to your rights under this Agreement, and the right to
sole determination as to the location, size and delineation of your Territory.
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 Subject to the above, we may open and operate Company Units and grant LA Boxing Franchises to other LA
Boxing Franchisees or engage any other method of distribution, in our complete discretion, wherever we determine,
including in close proximity to the Premises, and regardless of whether the additional unit or units have an adverse impact
on your Franchise Business.

You must operate your LA Boxing Franchise only at the location within your Exclusive Territory described on the
cover page, or, if none is stated, the Premises must be designated by you and approved by us and set forth in Exhibit A,
after you select a site in accordance with Section 4.1. The location cannot be changed without our prior written consent
and compliance with our relocation procedures. You must not solicit business outside your Exclusive Territory through the
use of an 800 number, catalog, direct mail, Internet Web Site or other advertising or solicitation method without our prior
written consent.

OUR RESERVED RIGHTS

The license of the Intellectual Property granted to you has limited exclusivity and that, in addition to our right to
use and grant others the right to use the Intellectual Property inside and outside the Exclusive Territory, all rights not
expressly granted in this Agreement to you, concerning the Intellectual Property or other matters, are expressly reserved for
us, including the right to sell LA Boxing Products and services authorized for the LA Boxing Franchise using our
trademarks through dissimilar channels of distribution including National Accounts and under any terms that LA Boxing
deems appropriate within or outside the Exclusive Territory, without offering or providing you the right to participate.

If we acquire a Competitive Business and units of the Competitive Business encroach upon your Exclusive
Territory, we will have 1 year from the date of acquisition of the Competitive Business to sell or consolidate the
encroaching units without being in default under this Agreement.

We will not compensate you for any sales made within your Exclusive Territory.

We do not have any present intentions to sell similar products and services using either the Proprietary Marks or
other trademarks through dissimilar channels of distribution or through a different franchised system.

MINIMUM PERFORMANCE STANDARD

The grant of your LA Boxing Franchise is expressly conditioned upon your successful penetration of the market in
the Exclusive Territory. You must promote actively and aggressively the products and services of your LA Boxing
Franchise within the Exclusive Territory. You must maintain minimum Gross Revenues every calendar year during the
Term of at least 80% of the "designated average" of Gross Revenues of all franchisees within the System, including you,
except during the first calendar year (partial or full) of the Term, when no performance standard is in effect. The
"designated average" is the average Gross Revenues of all Franchisees within the System during each calendar year of the
Term, without taking into consideration those franchisees that are in the top and bottom 20th percentile of Gross Revenues
during this period. Your failure to maintain the minimum performance standard is a material breach of this Agreement.
THIS MINIMUM PERFORMANCE STANDARD IS NOT A FINANCIAL PERFORMANCE
REPRESENTATION (SEE ITEM 19) AND DOES NOT INFER THAT YOU WILL EXPERIENCE GROSS
REVENUES OF ANY PARTICULAR LEVEL.

ITEM 13 - TRADEMARKS

Sections 2.12 and 5.2 of the LA Boxing Franchise Agreement grant to you the right to use the Proprietary
Property we designate only in the manner we authorize and permit and only for the operation of your LA Boxing Franchise.

REGISTRATIONS AND APPLICATIONS

We derive our right to use and to license others to use the trademark “LA Boxing” from a trademark assignment
agreement with LA Boxing Aliso Viejo, Inc. dated March 29, 2004. The following trademarks are registered on the
principal register of the United States Patent and Trademark Office (“USPTO”):

Trademark Registration Registration

Date Number

LA Boxing 11/19/03 76,438,310

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 The Franchise Agreement grants you the right to operate your business under the name LA Boxing and under any
other proprietary marks currently used or that we may use in the future in the operation of your LA Boxing Franchise.

LA Boxing has used the Proprietary Marks and has acquired common law rights in the Proprietary Marks as a
result of this use.

PROCEEDINGS

There are no currently effective material determinations of the USPTO, Trademark Trial and Appeal Board, the
Trademark Administrator of any state or any court. There are no currently pending infringement, opposition or cancellation
proceedings. There is no currently pending material litigation involving the Proprietary Marks. There are no decided
infringement, cancellation or opposition proceedings where we unsuccessfully fought to prevent registration of a trademark
in order to protect the Proprietary Marks we sublicense.

AGREEMENTS

There are no other agreements currently in effect that limit our rights to use or license the use to you of the
Proprietary Mark and other Proprietary Property in any manner material to you.

INFRINGING USES

There are no infringing uses or superior prior rights actually known to us that could materially affect your use of
the Proprietary Mark. However, our registration of the Proprietary Mark does not prohibit others from using the
Proprietary Mark or confusingly similar variations of the Proprietary Mark who may have established prior rights to the
use of the Proprietary Mark, or confusingly similar variations of the Proprietary Mark, in the territories where neither we
nor our Franchisees have operated or advertised under the Proprietary Mark and that are not within the natural zone of
expansion for future Franchised or Company Units, provided others do so in good faith and without actual knowledge of
our existence or our Franchisees' use of the Proprietary Mark. We would therefore be unable to prohibit the use of the
Proprietary Mark by others who had prior use of the Proprietary Mark or confusingly similar variations of the Proprietary
Mark at the time we first used them. If others establish prior rights to the Proprietary Mark in certain territories, we may
be restricted in our ability to use the Proprietary Mark when expanding into those territories.

YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE PROPRIETARY PROPERTY

INCLUDING THE PROPRIETARY MARK

Your rights to use the Proprietary Mark are derived solely from your Franchise Agreement and are limited to the
operation of your LA Boxing Franchise under your Franchise Agreement and all applicable standards, specifications, and
operating procedures we require during the Term. Any unauthorized use of the Proprietary Property including the
Proprietary Mark is a breach of your Franchise Agreement and an infringement of our rights in and to the Proprietary
Mark. Your use of the Proprietary Property and any goodwill established by your use inures to our exclusive benefit. The
LA Boxing Franchise Agreement does not confer any goodwill or other interest in the Proprietary Property to you, other
than the right to operate an LA Boxing Franchise in compliance with the LA Boxing Franchise Agreement. All provisions
of the LA Boxing Franchise Agreement applicable to the Proprietary Mark apply to any other trademarks, service marks,
commercial symbols, designs, artwork, and logos that we may adopt, use, authorize and sublicense to you to use during the
Term.

You must use the Proprietary Mark as the sole trade identification of your LA Boxing Franchise, and must
identify your LA Boxing Franchise in the form we require as the independent owner of the LA Boxing Franchise. You
must use all Proprietary Marks and other commercial symbols that we may sublicense in full compliance with rules we
enact. You must not use, and are prohibited from using any Proprietary Mark (including any future commercial marks we
license) in the sale of any unauthorized product or service or in any manner we have not explicitly authorized. You cannot
use the Proprietary Mark as, or part of, your corporate or partnership name. You must follow our instructions in complying
with any fictitious, trade or assumed name statutes for the LA Boxing trade name. You must not use the Proprietary
Property as security for any obligation or indebtedness. Without our prior written approval, you must not use the
Proprietary Mark as part of any e-mail address, Web Site, domain name or any other electronic media (including use with
any prefix, suffix or other modifying words, term designs, or symbols), or in any other manner connected with a Web Site,
advertisements on a Web Site, or other similar electronic media.

Upon any claim of infringement, unfair competition or other challenge to your right to use any Proprietary
Property, or if you become aware of any use of or claims to any Proprietary Property by persons other than us or our
Franchisees, you must notify promptly (within 7 days) us in writing. You must not communicate with anyone except us
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and our counsel in any infringement, challenge or claim except under judicial process. We have sole discretion as to
whether we take any action in any infringement, challenge or claim, and the sole right to control any litigation or other
proceeding involving any infringement, challenge or claim of any Proprietary Property. You must sign all instruments and
documents, render all assistance, and do all acts that our attorneys deem necessary or advisable in order to protect and
maintain our interest in any litigation or proceeding involving the Proprietary Property or otherwise to protect and maintain
our interests in the Proprietary Property.

YOUR INDEMNIFICATION BY US

We indemnify you against and will reimburse you for all damages for which you are held liable in any proceeding
involving your use of any Proprietary Property in accordance with the LA Boxing Franchise Agreement, provided that you:
(a) have timely notified us of the claim; (b) have otherwise complied with the LA Boxing Franchise Agreement; (c) allow
us sole control of the defense and settlement of any claim; and (d) cooperate fully with us and our counsel in the defense of
the action.

MODIFICATION

If we deem it advisable, in our sole discretion, to modify or discontinue the use of the Proprietary Mark and/or
use one or more additional or substitute names or marks, including due to the rejection of any pending registration or
revocation or cancellation of any existing registration of the Proprietary Mark or the rights of senior users, you must do so
at your sole expense within 30 days of our request. We are liable solely to reimburse you for your reasonable direct
expenses in modifying or discontinuing the use of a Proprietary Mark and substituting a different Proprietary Mark (these
expenses may not include any of your expenditures to promote a modified or substitute Proprietary Mark).

ITEM 14 - PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

PATENTS

We do not own any rights in any patents material to the LA Boxing Franchise.

COPYRIGHTS

We claim all common law copyrights covering various materials used in our business and the operation of
Company Units and Franchises, including advertising and promotional literature and the Manuals. We do not license our
copyrights in these materials to you under the LA Boxing Franchise Agreement.

There are no agreements currently in effect that significantly limit our rights to use or license the use to you of the
copyrights in any manner material to you.

The Manuals are loaned to you as discussed in ITEM 11.

The copyrights have not been registered in the United States Copyright Office but may be at our sole discretion.

There are currently no effective determinations of the United States Copyright Office or any court regarding any of
our copyrights, nor are there any currently effective agreements between us and third parties pertaining to our copyrights
that will or may significantly limit your use of our copyrighted materials. Upon any infringement of or challenge to your
use of any copyrighted work, you must immediately notify us. We have sole discretion to take any action as we deem
appropriate.

If we deem it advisable to modify or discontinue use of any copyrighted work and/or use one or more new or
derivative copyrighted work, you must do so and our sole obligation in this event is to reimburse you for your tangible
costs (for example, changing equipment) of complying with this obligation.

We are required by the LA Boxing Franchise Agreement to defend you against any infringement, unfair
competition or other claim respecting your use of any copyrighted work. We are obligated to indemnify you against, and to
reimburse you for, all damages that you are held liable in any proceeding from the use of any patent or copyrighted work
and of all costs you reasonably incur in the defense of any claim, provided that you have notified us of the claim as
described in ITEM 13 and have used the copyrighted work in accordance with the LA Boxing Franchise Agreement.

Under the LA Boxing Franchise Agreement, you must not contest, directly or indirectly, our ownership, title, right
or interest in its copyrights, trade secrets, methods, procedures or any other intellectual property right that are part of our
business or contest our sole right to register, use or license others to use the copyrights, trade secrets, methods, or any other
25
intellectual property right procedures.

There are no infringing uses actually known to us that could materially affect your use of the copyrights in this
state or any other state where your LA Boxing Franchise is to be located.

We intend to arrange for the renewal of the copyright on the Manuals.

Section 6.2 of the Franchise Agreement prohibits you from copying the Manuals.

CONFIDENTIAL INFORMATION

The Manuals and other copyrighted materials made available to you contain confidential and proprietary
information and are our trade secrets. We possesses and will develop and acquire certain confidential and proprietary
information and trade secrets consisting of the following categories of information, methods, techniques, procedures and
knowledge we or our Franchisees develop (the "Confidential Information") including: (1) our methods, techniques,
equipment and installation, specifications, standards, policies, procedures, information, concepts, systems, and knowledge
of the experience in our development, operation and franchising; (2) our marketing and promotional programs for LA
Boxing; (3) knowledge of specifications for and knowledge of suppliers of certain materials, equipment, furniture and
fixtures for LA Boxing; and (4) knowledge of our customer lists, operating results and financial performance.

We will disclose to you all parts of the Confidential Information as are required for the operation of the LA
Boxing Franchise during Initial Training, in the Manuals, and in guidance and assistance furnished to you during the Term,
and you may learn additional Confidential Information during the Term. You must disclose the Confidential Information to
your employees only to the extent reasonably necessary. During and after the Term, you, your owners, independent
contractors, agents, and employees must: (i) not use the Confidential Information in any other business or capacity,
including any derivative or spin-off of the LA Boxing concept; (ii) maintain the absolute secrecy and confidentiality of the
Confidential Information during and after the Term; (iii) not make unauthorized copies of any portion of the Confidential
Information disclosed or recorded in written or other tangible form; and (iv) adopt and implement all procedures that we
prescribe to prevent unauthorized use or disclosure of, or access to, the Confidential Information.

All persons, whom you permit to have access to the Manuals or any other Confidential Information, must first
sign our form of Confidentiality Agreement. Nothing contained in the LA Boxing Franchise Agreement will be construed
to prohibit you from using the Confidential Information in the operation of your LA Boxing Franchise under your Franchise
Agreement.

ITEM 15 - OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

FRANCHISE BUSINESS

You are not our employee but are your own boss subject to our rights under your Franchise Agreement. We
encourage you to be active in the operation of your LA Boxing Franchise but we do not require any personal participation
on premises by you. We do not require any personal participation of any specific person affiliated with a corporate or
partnership Franchisee. Your LA Boxing Franchise is not a "passive" investment and you or your designated Manager
must provide day-to-day supervision of the operation of your LA Boxing business.

Unless we otherwise agree in writing, you must be 1 of the 3 Trainees. Any of the trainees may act as Manager.
The Manager must devote his or her best full-time efforts to the management and operation of your LA Boxing Franchise.
You may hire any Manager acceptable to us rather than be the Manager but this will increase the cost of operation of your
LA Boxing Franchise and may impair results. Any replacement or additional Managers that you hire must satisfactorily
complete Initial Training before managing your LA Boxing Franchise, unless we otherwise agree in writing. Your
Manager need not have any equity interest in your franchise. You must pay for the expenses of additional Initial Training,
including tuition, travel, lodging, meals and salary. Your Managers must sign our form of Noncompetition and
Confidentiality Agreement before you grant access to the Manuals or any other Confidential Information.

If the Franchise Agreement is signed by 2 or more individuals or by a business entity, you must designate in
writing an individual as the Manager upon signing this Agreement. We have the right to rely solely on instructions of the
Manager concerning the operation of the LA Boxing Franchise until we receive a duly signed written notice changing the
designated Manager. The Manager must devote his or her best full-time efforts to the management and operation of your
LA Boxing Franchise.

If we have permitted the Manager to be an individual other than the Franchise Owner, and the Manager fails to
satisfy his or her obligations provided in Subsection 4.9(b) of the Franchise Agreement due to death, disability, termination
of employment or for any other reason, the Franchise Owner must satisfy these obligations until you designate a new
26
Manager of your LA Boxing Franchise acceptable to us who has successfully completed Initial Training.

Neither you nor any designated Manager may act in the capacity of General Manager or Class Instructor
without our approval. You agree that you will only hire or retain General Managers and Class Instructors that
meet the criteria, skill levels, and standards set by us and the system-wide recommendations in the Manuals.

ITEM 16 - RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

USE OF THE PREMISES

You must use your Premises only for the operation of your LA Boxing Franchise business. You must keep your
LA Boxing Franchise open for business and in normal operation for the minimum hours and days as we reasonably require
in the Manuals or otherwise in writing except as may be limited by local law or the landlord's rules and regulations.

APPROVED PRODUCTS AND SERVICES

You must sell or offer for sale only the products and services that meet our reasonable uniform standards of
quality and quantity; have been expressly approved for sale in the Manuals or otherwise in writing by us to consumers only
from your LA Boxing Franchise; not sell any items for redistribution or resale; sell or offer for sale all approved products
and services; refrain from any deviation from our standards and specifications for providing or selling the products and
services without our written consent; and discontinue selling and offering for sale any products and services that we
reasonably disapprove on a System-wide basis in writing at any time;

SALES RESTRICTIONS

You are not restricted in the customers to whom you may sell approved products or services, or the prices the
products are sold or services are rendered. You must not solicit business outside your Exclusive Territory through the use
of an 800 number, catalog, direct mail, Internet Web Site or other advertising or solicitation method without our prior
written consent.

ITEM 17 - RENEWAL, TERMINATION, TRANSFER

AND DISPUTE RESOLUTION

THE FRANCHISE RELATIONSHIP

THIS TABLE LISTS CERTAIN IMPORTANT PROVISIONS OF THE FRANCHISE AND RELATED
AGREEMENTS PERTAINING TO RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION.
YOU SHOULD READ THESE PROVISIONS IN THE AGREEMENTS ATTACHED TO THIS FRANCHISE
DISCLOSURE DOCUMENT.

Section in
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a. Term of the franchise Section 17.1 The initial term of the Franchise Agreement is 10 years
beginning on the Agreement Date.
b. Renewal or extension Section 17.21 You have the right to renew for an unlimited number of
of the term additional terms of 10 years each, if you meet the
requirements for renewal.
c. Requirements for you Sections 17.2 and 17.3(1) 1. You must give us written notice of your intention to
to renew or extend exercise the option;
2. You must complete to our reasonable satisfaction, all
maintenance, refurbishing, renovating and upgrading of
Territory we require;
3. If renovation or maintenance of your LA Boxing
Franchise is not possible or feasible, you must relocate
your LA Boxing Franchise within your Exclusive
Territory but not within the protected territory of a
Company Unit or another Franchise Unit;
4. You must not be in default of your Franchise
Agreement or any other agreement with us;
5. You must sign and deliver to us a Successor LA
Boxing Franchise Agreement;
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6. You must comply with all other requirements we
impose under the Successor LA Boxing Franchise
Agreement;
7. You must sign a general release of all claims against
us and our officers, directors, shareholders, agents and
employees; and
8. You must be entitled to continue to occupy your
Premises for the entire Succeeding Term or must obtain
our approval of a new location for your LA Boxing
Franchise within your Exclusive Territory but not within
the exclusive territory of a Company Unit or another
Franchise Unit.
We may elect not to enter into a successor LA Boxing
Franchise Agreement if:
(i) we provide you with written notice of its intention not
to enter into a successor LA Boxing Franchise
Agreement at least 180 days before the end of your
Franchise Agreement; (ii) we have no more than one
Franchise (excluding Company Units) then operating
under the System in the Territory you serve; and (iii) the
refusal to enter into a successor LA Boxing Franchise
Agreement is not for the purpose of converting your
Premises to a Company Unit.
d. Termination by you Section 12.1 If you are in substantial compliance with the LA Boxing
Franchise Agreement and we materially breach the LA
Boxing Franchise Agreement and fail to cure the breach
within a reasonable time (at least 30 days), after written
notice of breach is delivered to us, you may terminate the
LA Boxing Franchise Agreement. You may also
terminate the Franchise Agreement on any grounds
available under law.
e. Termination by us None None
without cause
f. Termination by us with Sections 12.2, 12.3 and 12.4 We may only terminate your Franchise Agreement with
cause2 cause.
g. "Cause" defined – Section 12.4 Any default other than those specified in Sections 12.2
defaults which can be and 12.3 of your Franchise Agreement may be cured
cured within 30 days of written notice from us of the default.
h. "Cause" defined – Sections 12.2 and 12.3 The following defaults may not be cured:
defaults which cannot be 1. Violation of environmental laws;
cured3 2. Insolvency or general assignment for creditors;
3. Filing in bankruptcy;
4. Adjudication of bankruptcy;
5. Filing for appointment of a receiver or custodian;
6. Appointment of a receiver or custodian;
7. Filing for composition with creditors;
8. Judgment of $5,000 or more remains unsatisfied;
9. Execution of levy;
10. Filing of foreclosure suit;
11 Sale of your assets after levy;
12. Abandonment;
13. Threat to public safety remains uncorrected;
14. Failure to maintain cleanliness or sanitation;
15. Conviction of any offense that might materially
adversely affect the System;
16. You deny us our right of inspection or audit;
17. You engage in deleterious conduct;
18. Unauthorized assignment;
19. Breach of confidentiality or noncompetition
provisions of your Franchise Agreement;
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20. You knowingly maintain false books or records;
21. Failure to timely transfer on your death or incapacity;
22. Uncured default under your lease;
23. You misuse any of the Proprietary Property; and
24. Three or more notices of default for same or similar
default during any 12 consecutive months.
i. Your obligations on Sections 14.1(b), 15.2 You must:
termination/nonrenewal ARTICLES 6 and 134 1. Not compete with us or any of our LA Boxing
Franchisees for 24 months after the end of your
Franchise Agreement within 25 miles of any LA Boxing
Franchise or Company-Owned Unit then in operation or
under construction;
2. Indemnify us from any losses or damages we sustain
as a result of your LA Boxing Franchise;
3. Maintain confidentiality of all our Confidential
Information;
4. Cease operating your LA Boxing Franchise;
5. Pay all amounts you owe to us;
6. Comply with our option to purchase your LA Boxing
Franchise;
7. Distinguish your Premises from any indicia of the
System;
8. Avoid unfair competition with us;
9. Return all Proprietary Property to us;
10. Discontinue use of the Proprietary Marks;
11. Assign your lease to us; and
12. Pay us liquidated damages.
j. Assignment of contract Section 11.1 There are no restrictions on our right to assign our
by us interest in your Franchise Agreement.

We have the right to assign this Agreement to any person

without your consent provided the transfer is part of a
merger or sale of the entire System and the transferee has
sufficient business experience, aptitude and financial
resources to competently assume our obligations under
this Agreement.
k. "Transfer" by you Sections 11.2, 11.3 and 11.4 Transfer means any sale, assignment, transfer,
definition conveyance or gift, whether voluntarily or involuntarily,
directly or indirectly, by operation of law or otherwise, of
any direct or indirect interest in your Franchise
Agreement or in your LA Boxing Franchise. A transfer
of less than 25% of the voting rights or ownership
interests in the above and a transfer to any other original
owner of your LA Boxing Franchise is not considered a
transfer.
l. Our approval of Sections 11.2 and 11.3 We have the right to approve or disapprove of any
transfer by you transfers.
m. Conditions for our Sections 11.2 and 11.3 1. We do not exercise our right of first refusal;
approval of transfer 2. You are not in default under any agreement you have
with us or any Affiliate;
3. You must sign a general release of us;
4. The transferee may not have any other business that
competes with us or any LA Boxing Franchise;
5. The transferee must sign our then-current form of LA
Boxing Franchise Agreement;
6. The transferee must pay a transfer fee of $10,000;
7. We must interview and approve the transferee;
8. The transferee must satisfactorily complete our
application procedures;
9. The transferee must renovate your LA Boxing
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 Section in
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Franchise as we specify;
10. The transferee must properly assume all your
obligations, including your lease;
11. The transferee must successfully complete Initial
Training ; and
12. We must approve of the proposed terms of sale or
other factors involved in the transfer.
n. Our right of first Section 11.6 We have the option to purchase on the same terms as
refusal to acquire your contained in the Offer. We will give you written notice
business of election within 30 days after our receipt of the Offer
notice and all required information.
o. Our option to purchase Section 13.4 We have the right (but not the duty), exercisable upon
your business written notice to you given within 30 days after
termination of the LA Boxing Franchise Agreement, to
purchase for cash any assets of your LA Boxing
Franchise at the fair market value.
p. Your death or Section 11.4 You or your representative must:
disability 1. Provide a replacement manager satisfactory to us; and
2. Upon your death, your LA Boxing Franchise must be
transferred within 12 months of your death in accordance
with the transfer provisions of your Franchise
Agreement.

q. Non-competition Subsection 14.1(b)(i) You must not:

covenants during the term 1. Influence any Business Associate of us to modify its
of the franchise relationship with us;
2. Have any involvement with any Competitive
Business; or
3. Interfere with our business or any of our other LA
Boxing Franchisees.
r. Non-competition Subsection 14.1(b)(ii) You must not, for 24 months after the end of your
covenants after the Franchise Agreement:
franchise is terminated or 1. Influence any Business Associate of us to modify its
expires4 relationship with us;
2. Have any involvement with any Competitive Business,
within 5 miles of any LA Boxing Franchise then in
operation or under construction; or
3. Interfere with our business or any of our other LA
Boxing Franchisees.
s. Modification of the Sections 6.3, 14.1(d), 20.1 Your Franchise Agreement must not be modified without
agreement and 20.2 the consent of both you and us except:
1. We may change the contents of the Manuals;
2. We may modify the System; and
3. A court may modify any provision of your Franchise
Agreement in accordance with applicable law.
t. Integration/merger Sections 16.5(A) and 20.14 Only the terms of the LA Boxing Franchise Agreement
clause are binding (subject to state law). Any other promises
may not be enforceable.
u. Dispute resolution by ARTICLE 18 All disputes must be resolved first by mediation and, if
arbitration or mediation mediation is not successful, then by arbitration except
claims involving:
1. The Proprietary Property;
2. Any lease or sublease of real property;
3. Your obligations upon termination or expiration of
your Franchise Agreement;
4. Any transfers;
5. Matters involving claims of danger, health or safety;
and
6. Requests for restraining orders, injunctions or similar
procedures.
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YOU MUST ALSO WAIVE YOUR RIGHTS TO A JURY
TRIAL AND CLAIMS FOR PUNITIVE DAMAGES.
v. Choice of forum Section 18.1, 18.2 and 18.4 Any action or arbitration proceeding begun for the
purpose of enforcing the Franchise Agreement will be
filed in the courts and arbitration board where our
principal business address is located at the time of the
filing of the action. This may be superceded by state law.
See Addendum, if any, attached to this Franchise
Disclosure Document.
w. Choice of law Section 18.4, 18.6 Except to the extent governed by the United States
Trademark Act of 1946 (Lanham Act, 15 U.S.C.
Sections 1051 et seq.) or the United States Arbitration
Act (9 U.S.C. Sections 1 et seq.), the LA Boxing
Franchise Agreement is interpreted under the laws of
California. This may be superceded by state law. See
Addendum, if any, attached to this Franchise Disclosure
Document.

1
Reinstatements and Extensions. If any termination or expiration of the Term would violate any
applicable law, we may reinstate or extend the Term for the purpose of complying with the laws, for the
duration we provide in written notice to you, without waiving any of our rights under, or otherwise
modifying, the LA Boxing Franchise Agreement.
2
Restrictions on Termination or Non-Renewal Under State Law. These states have statutes that
may supersede the Franchise Agreement in your relationship with LA Boxing including the areas of
termination and renewal of your Franchise: ARKANSAS [Ark. Code Sections 4-72-210 to 4-72-210],
CALIFORNIA [Bus. & Prof. Code Sections 20000-20043], CONNECTICUT [Gen. Stat. Section 42-
133e et seq.], DELAWARE [Code Sections 2251 to 2556], HAWAII [Rev. Stat. Section 482E-6],
ILLINOIS [Chapter 815 ILSC 705/1- 44], INDIANA [Stat. Sections 23-2.2.7 and 23-2.5-1],
MICHIGAN [Stat. Section 19.854(27)], MINNESOTA [Stat. Section 80C.14], MISSISSIPPI [Code
Section 75-24-51 to 75-24-61], MISSOURI [Stat. Section 407.400 to 407.410], NEBRASKA [Rev.
Stat. Section 87-401 to 87-410], NEW JERSEY [Stat. Section 56:10-1 to 56:10-12], RHODE ISLAND
[Stat. Section 19-28.1-14], SOUTH DAKOTA [Codified Laws Section 37-5A-51], VIRGINIA [Code
13.1-557-574], WASHINGTON [Code Section 19.100.180], and WISCONSIN [Stat. Section 135.01 to
135.07]. These and other states may have court decisions that may supersede the Franchise Agreement
in your relationship with LA Boxing including the areas of termination and renewal of the Franchise.
3
Termination on Bankruptcy. A provision in your LA Boxing Franchise Agreement that terminates
your LA Boxing Franchise upon your bankruptcy may not be enforceable under Title 11, United States
Code Section 101 et seq.
4
Restrictions on Our Post-Termination Rights. These states have statutes that limit our ability to
restrict your activity after the LA Boxing Franchise Agreement has ended: California Business and
Professions Code Section 16,600, Florida Statutes Section 542.335, Michigan Compiled Laws Section
445.772 et seq., Montana Codes Section 30-14-201, North Dakota Century Code Section 9-08-06,
Oklahoma Statutes Section 15-217-19, Washington Code Section 19.86.030. Other states have court
decisions limiting our ability to restrict your activity after the LA Boxing Franchise Agreement has
ended.

ITEM 18 - PUBLIC FIGURES

We do not use any public figure to promote our LA Boxing Franchise, but reserve the right to do so in the future.

–or-

ITEM 19 – FINANCIAL PERFORMANCE REPRESENTATIONS

We do not furnish or authorize our salespersons to furnish any oral or written information concerning the actual or
potential sales, costs, income or profits of your LA Boxing Franchise. Actual results vary from LA Boxing Franchise to LA
31
Boxing Franchise. We cannot estimate the results of any particular LA Boxing Franchise.

We specifically instruct our sales personnel, agents, employees and officers that they are not permitted to make
any claims or statements as to the earnings, sales or profits, or prospects or chances of success, nor are they authorized to
represent or estimate dollar figures as to any Franchise Business or Company-Owned Unit.

The FTC’s 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 in this Item 19, for example, by providing information about
possible performance at a particular location or under particular circumstances.

We do not make any representations about a franchisee’s future financial performance or the past financial
performance of company-owned or franchised outlets. We also do not authorize our employees or representatives to make
any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you
with the actual records of that outlet. If you receive any other financial performance information or projections of your
future income, you should report it to the franchisor’s management by contacting LA BOXING Franchise Corporation,
2915 Tech Center Drive, Santa Ana, CA, 92705, telephone (714) 668-0911, the Federal Trade Commission, and the
appropriate state regulatory agency.

ITEM 20 - LIST OF OUTLETS

L A BOXING SYSTEMWIDE OUTLET SUMMARY

F OR YEARS 2006 to 2008

Table No. 1

Systemwide Outlet Summary

For Years 2006 to 2008

Column 1 Column 2 Column 3 Column 4 Column 5

Outlet Type Year Outlets at the Outlets at the Net Change

Start of the Year End of the Year
Franchised 2006 13 28 +15
2007 28 37 +9
2008 37 116 +79
Company- 2006 0 0 0
Owned 2007 0 0 0
2008 0 0 0
Total Outlets 2006 13 28 +15
2007 28 37 +9
2008 37 116 +79

Table No. 2

Transfers of Outlets from Franchisees to New Owners (other than the Franchisor)
For years 2006 to 2008

Column 1 Column 2 Column 3

State* Year Number of Transfers

AZ 2006 0
2007 0
2008 0
CA 2006 0
2007 0
2008 0

32
 CT 2006 0
2007 0
2008 0
CO 2006 0
2007 1
2008 1
FL 2006 0
2007 0
2008 1
GA 2006 0
2007 0
2008 0
IL 2006 0
2007 0
2008 0
KY 2006 0
2007 0
2008 1
MA 2006 0
2007 0
2008 0
NV 2006 0
2007 0
2008 0
NJ 2006 0
2007 0
2008 0
NM 2006 0
2007 0
2008 0
NY 2006 0
2007 0
2008 0
NC 2006 0
2007 0
2008 0
OR 2006 0
2007 0
2008 0
TX 2006 0
2007 0
2008 0
UT 2006 0
2007 0
2008 0
VA 2006 0
2007 0
2008 0
PR 2006 0
2007 0
2008 0
Total 2006 0
2007 1
2008 3

33
 Table No. 3

Status of Franchised Outlets

For years 2006 to 2008

Col. 1 Col. 2 Col. 3 Col. 4 Col. 5 Col. 6 Col. 7 Col. 8 Col. 9

State* Year Outlets Outlets Termina- Non- Reacquired Ceased Outlets

at Start Opened tions Renewals By Opera- at End of
of Year Franchisor tions- the Year
Other
Reasons
AZ 2006 0 1 0 0 0 0 1
2007 1 0 0 0 0 0 1
2008 1 0 0 0 0 0 1
CA 2006 2 2 0 0 0 0 4
2007 4 7 0 0 0 0 11
2008 11 4 0 0 0 0 15
CT 2006 0 1 0 0 0 0 1
2007 1 0 0 0 0 0 1
2008 1 0 0 0 0 0 1
CO 2006 2 0 0 0 0 0 2
2007 2 1 0 0 0 0 3
2008 3 1 0 0 0 0 4
FL 2006 1 1 0 0 0 0 2
2007 2 0 0 0 0 0 2
2008 2 0 0 0 0 1 1
DC 2006 0 0 0 0 0 0 0
2007 0 0 0 0 0 0 0
2008 0 1 0 0 0 0 1
GA 2006 0 0 0 0 0 0 0
2007 0 3 0 0 0 0 3
2008 3 0 0 0 0 0 3
IL 2006 0 0 0 0 0 0 0
2007 0 0 0 0 0 0 0
2008 0 3 0 0 0 0 3
IN 2006 0 0 0 0 0 0 0
2007 0 0 0 0 0 0 0
2008 0 1 0 0 0 0 1
KY 2006 0 0 0 0 0 0 0
2007 0 1 0 0 0 0 1
2008 1 0 0 0 0 1 0
MA 2006 0 0 0 0 0 0 0
2007 1 0 0 0 0 0 1
2008 1 0 1 0 0 0 0
MD 2006 0 0 0 0 0 0 0
2007 0 0 0 0 0 0 0
2008 0 1 0 0 0 0 1
NV 2006 0 2 0 0 0 0 2
2007 2 0 0 0 0 0 2
2008 2 0 0 0 0 0 2
NJ 2006 0 2 0 0 0 0 2
2007 2 1 0 0 0 0 3
2008 3 3 0 0 0 0 6
NM 2006 0 0 0 0 0 0 1
2007 0 0 0 0 0 0 1
2008 1 0 0 0 0 0 1
34
 NY 2006 0 1 0 0 0 0 1
2007 1 1 0 0 0 0 2
2008 2 0 0 0 0 0 2
NC 2006 0 0 0 0 0 0 0
2007 0 0 0 0 0 0 0
2008 0 2 0 0 0 0 2
OK 2006 0 0 0 0 0 0 0
2007 0 0 0 0 0 0 0
2008 0 1 0 0 0 0 1
2006 0 0 0 0 0 0 0
OR 2007 0 1 0 0 0 0 1
2008 1 0 0 0 0 0 1
2006 0 2 0 0 0 0 2
TX 2007 2 2 0 0 0 0 4
2008 4 1 0 0 0 0 5
2006 0 0 0 0 0 0 0
UT 2007 0 1 0 0 0 0 1
2008 1 0 0 0 0 0 1
2006 0 1 0 0 0 0 1
VA 2007 1 1 0 0 0 0 2
2008 2 4 0 0 0 0 6
2006 0 0 0 0 0 0 0
PR 2007 0 1 0 0 0 0 1
2008 1 1 0 0 0 0 2
Total 2006 13 15 0 0 0 0 28
2007 28 9 1 0 0 0 37
2008 37 26 0 0 0 2 61

Table No. 4

Status of Company-Owned Outlets

For Year 2006 to 2008

Col. 1 Col. 2 Col. 3 Col. 4 Col. 5 Col. 6 Col. 7 Col. 8

State Year Outlets at Outlets Outlets Outlets Outlets Outlets at

Start of the Opened Reacquired Closed Sold to End of the
Year From Franchisee Year
Franchisee

35
 No 2006 0 0 0 0 0 0
Company- 2007 0 0 0 0 0 0
owned 2008 0 0 0 0 0 0
outlets
Totals 2006 0 0 0 0 0 0
2007 0 0 0 0 0 0
2008 0 0 0 0 0 0

Table No. 5

Projected Openings As Of December 31, 20081

Column 1 Column 2 Column 3 Column 4

State* Franchise Projected New Projected New Company-

Agreements Signed Franchised Outlets In Owned Outlets In the Next
But Outlet Not The Next Fiscal Year Fiscal Year
Opened
AZ 2 1 0
CA 18 2 0
CT 1 0 0
CO 7 0 0
FL 1 2 0
GA 7 0 0
IL 1 6 0
MA 1 0 0
NV 2 0 0
NJ 4 1 0
NY 0 1 0
NC 1 1 0
OR 1 0 0
TX 2 1 0
VA 4 2 0
PR 3 1 0
Total 55 18 0

* No other states are involved.

1/
Note: All numbers are as of December 31, 2008 for each category.

We do not own or operate company-owned businesses of the type we are offering you.

Attached as Exhibit D is a complete list of the names, addresses and telephone numbers of all LA Boxing
Franchisees under a LA Boxing Franchise Agreement with us.

If you buy an LA BOXING franchise, your contact information may be disclosed to other buyers when you
leave the franchise system.

Former Franchisees. The following are the names, last known home addresses and home telephone
numbers of all franchisees that have been terminated, canceled, not renewed, or otherwise voluntarily or involuntarily
ceased to do business under a LA Boxing Franchise Agreement during the most recently completed fiscal year or who have
not communicated with us within 10 weeks of the effective date of this Franchise Disclosure Document:

Michael Knox 20 Burnett Road, Revere, MA 02151, Boston, MA 02196, telephone: (781) 367-7495
Louis Zamudio 3335 College Park Dr Ste 200 Conroe, Texas 77384, telephone: (832) 279-7575
36
 Wayne Sewell 231 East Brannon Rd. Nicholasville KY 40356, telephone: (859) 881-5064

The following are the names, last known home addresses and home telephone numbers of all franchisees that
have sold their Franchise to another during the most recently completed fiscal year and until the effective date of this
Franchise Disclosure Document:

Jeff Cercy, 8971 W. Ida Place, Littleton, CO 80123, telephone: (303) 948-8496

ITEM 21 - FINANCIAL STATEMENTS

Attached as Exhibit E is our Independent Auditor’s Report of audited financial statements for the periods
ending December 31, 2008, December 31, 2007, and December 31, 2006.

Our next fiscal year ends December 31, 2009.

ITEM 22 - CONTRACTS

The following contracts, agreements and other relevant documents are attached as Exhibits to this Franchise
Disclosure Document:

Exhibit C LA Boxing Franchise Agreement

Exhibit B State Law Addendum

ITEM 23 - RECEIPT

The last page of the Disclosure Document is a detachable document acknowledging receipt of the Disclosure
Document by you. The Acknowledgment of Receipt by the Prospective Franchisee is attached as Exhibit F.

37
 EXHIBIT A -LIST OF STATE ADMINISTRATORS
AND AGENTS FOR SERVICE OF PROCESS

AGENT FOR SERVICE OF

STATE STATE ADMINISTRATOR PROCESS
CALIFORNIA California Commissioner of California Commissioner of
Corporations Corporations
Department of Corporations Department of Corporations
1350 Front Street, Room 2034 1350 Front Street, Room 2034
San Diego, CA 92101 San Diego, CA 92101
(866) 275-2677
(619) 525-4233
HAWAII Business Regulation Division Director of Hawaii Department of
Securities Compliance Commerce and Consumer Affairs
Department of Commerce and 1010 Richards Street
Consumer Affairs Honolulu, Hawaii 96813
1010 Richards Street
Honolulu, HI 96813
(808) 586-2727
ILLINOIS Illinois Attorney General Illinois Attorney General
500 S. Second Street 500 South Second Street
Springfield, IL 62706 Springfield, IL 62706
(217) 782-4465
INDIANA Indiana Secretary of State Indiana Secretary of State
Securities Division 201 State House
Room E-11 Indianapolis, IN 46204
302 West Washington Street
Indianapolis, IN 46204
(317) 232-6681
MARYLAND Office of the Attorney General Maryland Securities Commissioner
Securities Division 200 St. Paul Place
200 St. Paul Place Baltimore, MD 21202
Baltimore, MD 21202
(410) 576-7042
MICHIGAN Franchise Administrator Michigan Department of Commerce,
Consumer Protection Division Corporations and Securities Bureau
Antitrust and Franchise Unit 6546 Mercantile Way
Michigan Department of Attorney P.O. Box 30222
General Lansing, MI 48910
670 Law Building
Lansing, MI 48913
(517) 373-7117
MINNESOTA Franchise Examiner The Commissioner of Commerce of
Minnesota Department of Commerce Minnesota
85 7th Place East, Suite 600 Department of Commerce
St. Paul, MN 55101-3165 85 7th Place East, Suite 600
(612) 296-6328 St. Paul, MN 55101
NEW YORK Bureau of Investor Protection and Secretary of State of the State of New
Securities York
New York State Department of Law 162 Washington Avenue
23rd Floor Albany, NY 10271
120 Broadway
New York, NY 10271
(212) 416-8211
NORTH DAKOTA Franchise Examiner North Dakota Securities
Office of Securities Commissioner Commissioner
600 East Blvd., 5th Floor State Capitol
Bismarck, ND 58505 Bismarck, ND 58505
(701) 328-4712
OREGON Department of Consumer and Department of Consumer and Business
38
 Business Services Services
Labor and Industries Building Labor and Industries Building
Salem, Oregon 97310 Salem, Oregon 97310
(503) 378-4140 (503) 378-4140
RHODE ISLAND Chief Securities Examiner Director of Rhode Island Department
Division of Securities of Business Regulation
233 Richmond St., Ste. 232 Suite 232
Providence, RI 02903-4232 233 Richmond Street
(401) 277-3048 Providence, RI 20903-4232
SOUTH DAKOTA Franchise Administrator Director of South Dakota Division of
Division of Securities Securities
118 West Capital 118 West Capitol Street
Pierre, SD 57501-5070 Pierre, SD 57501-2017
(605) 773-4013
VIRGINIA Chief Examiner Clerk of the State Corporation
State Corporate Commission Commission
Division of Securities and Retail 1300 East Main Street
Franchising Richmond, VA 23219
1300 E. Main St., 9th Floor
Richmond, VA 23219
(804) 371-9051
WASHINGTON Administrator Director of Washington Financial
Department of Financial Institutions Institutions
Securities Division General Administration Building
P.O. Box 9033 Securities Division – 3rd Floor West
Olympia, WA 98507-9033 210-11th Street SW
(360) 902-8760 Olympia, WA 98504
WISCONSIN Franchise Administrator Commissioner of Securities of
Division of Securities Wisconsin
Department of Financial Institutions 101 East Wilson Street
P.O. Box 1768 Madison, WI 53702
Madison, WI 53701
(608) 266-8559
FEDERAL TRADE Franchise Rule Coordinator
COMMISSION Division of Marketing Practices
Bureau of Consumer Protection
Pennsylvania Avenue at 6th Street NW
Washington, D.C. 20580
(202) 326-3128

EXHIBIT B –REGISTRATION STATE ADDENDA

TO FDD AND FRANCHISE AGREEMENT

CALIFORNIA ADDENDUM TO
FRANCHISE DISCLOSURE DOCUMENT

1.THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL

PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED
TOGETHER WITH THE FRANCHISE DISCLOSURE DOCUMENT.

2. Neither LA Boxing, nor any person or franchise broker in ITEM 2 of the FDD is subject to any
currently effective order of any national securities association or national securities exchange, as defined in the
Securities Exchange Act of 1934, 15 U.S.C.A. 78 et seq., suspending or expelling such persons from membership
in that association or exchange.

3. California Business and Professions Code Sections 20000 through 20043 provide rights to the
franchisee concerning termination or nonrenewal of a franchise. If the franchise agreement contains a provision
that is inconsistent with the law, the law will control.

4. The franchise agreement provides for termination upon bankruptcy. This provision may not be
39
enforceable under federal bankruptcy law (11 U.S.C.A. Sec. 101 et seq.

5. 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.

6. The franchise agreement contains a liquidated damages clause. Under California Civil Code
Section 1671, certain liquidated damages clauses are unenforceable.

7. The franchise agreement requires binding arbitration. The arbitration will occur in Orange
County, California. The prevailing party is entitled to recover reasonable pre-institution and post-institution
attorneys' fees, court costs and all expenses even if not taxable as court costs. Prospective franchisees are
encouraged to consult private legal counsel to determine the applicability of California and federal laws (such as
Business and Professions Code Section 20040.5, Code of Civil Procedure Section1281, and the Federal
Arbitration Act) to any provisions of a franchise agreement restricting venue to a forum outside the State of
California.

8. Section 31125 of the California Corporations Code requires us to give you a disclosure document,
in a form containing the information that the Commissioner may by rule or order require, before a solicitation of a
proposed material modification of an existing franchise (California Corporation Code §§ 31000 through 31516).

9. Business and Professions Code § 20010 voids a waiver of your rights under the Franchise
Relations Act. (Business and Professions Code §§ 2000 through 20043).

Other State Addenda

The states of California, Hawaii, Illinois, Maryland, Michigan, Minnesota, New York, North Dakota,
Rhode Island, South Dakota, Virginia and Washington require that the FDD and Franchise Agreement be amended
to conform to their state’s franchise laws as part of the state’s registration and approval of the franchise offering.
This must be done before we offer or sell any franchises in those states or to residents of these states. If we have
registered in any of these states, attached are the applicable Addenda to the FDD and Franchise Agreement that
apply only to residents of that state and/or where the LA Boxing Franchise will be located in such state.

40
EXHIBIT C - LA BOXING FRANCHISE AGREEMENT

41
 EXHIBIT D - LA BOXING FRANCHISEES

(a) Operational Franchisees. The following are the names, addresses and telephone numbers of all LA
Boxing Franchisees as of December 31, 2008 who are operational:

Location Address (**non- City S Zip Store Phone Owner(s) Owner(s) Phone
(Red is store addresses T
not are highlighted**)
opened)
Mark Palazuelos/ M.P (626) 215-
1. 8 Allen 4270/ A.S. (213)
Ahwatuk A 504 Shellenberger 618-2535/ J.B.
ee 4825 E. Warner Road Phoenix Z 4 (480) 496-4269 /Jason Bress (714) 420-4342
2. 8
Scottsdal A 504
e 4825 E. Warner Road Phoenix Z 4 n/a Mark Palazuelos (626) 215-4270
8 L.A. (623) 693-
14435 South 48th A 504 Lowell Amparan 1327 / D.S. (480)
3. Tucson Street 1096 Phoenix Z 4 n/a / Durl Stephens 275-2960
4. 9
Bakersfiel 23480 Meadow View Tehachap C 356
d Ct i A 1 n/a Michael Marcyes (310) 227-3769
5. 9
Brentwoo Brentwoo C 451 (925) 634-
d 6842 Lone Tree Way d A 3 BOX1 Joseph Garcia (925) 813-0382

9 Richard R.M. (760) 224-

6. 2622-A El Camino C 200 (760) 720- Montano/Nicole 6777/ N.M. (760)
Carlsbad Real Carlsbad A 8 2269 Montano 224-9476
9
7. Chula 14843 Edon Mills San C 213
Vista Place Diego A 1 n/a Diane Chevalier (619)850-6511
9 Vincent V.P. (310)938-8443/
2117 Springfield C 287 Pacleb/Lee L.E. (951) 283-
8. Corona Circle Corona A 9 n/a (Andy) Egleston 5113
9
9. Costa 103 East 17th St, Costa C 262 (949) 642-
Mesa Suite 1 Mesa A 7 KBOX Sean McCully (714) 865-5425
9
10. 1999 Signal Temple Signal C 075
Cypress Ave., Unit B Hill A 5 n/a Jay Alfonso (714) 471-1995
9
11. Dana 2549B East Bluff Dr. Newport C 266
Point #273 Beach A 0 n/a Jason Neu (949) 510-6485
9
12. Oceansid C 205 Richard
Encinitas 1821 Magnolia Ct. e A 4 n/a Montano (760) 224-6777
9
13. 1504 E. Champlain C 372 (559) 434-
Fresno Dr., Suite 101 Fresno A 0 7BOX Penny McCann (530) 320-0386
9
14. C 283 (714) 870-
Fullerton 720 N. Harbor Blvd. Fullerton A 2 6489 Jeff Lichtenstein (818) 359-1797
15. 9
Garden 25003 N. Riverwalk Stevenso C 138
Grove Ln n Ranch A 1 n/a Jeff Lichtenstein (818) 359-1797
16. 9 Jeff J.L. (818) 359-1797
Hollywoo 25003 N. Riverwalk Stevenso C 138 Lichtenstein/Sea / S.R. (949) 302-
d Ln n Ranch A 1 n/a n Riley 4366
17. 9
Huntingt 25003 N. Riverwalk Stevenso C 138
on Beach Ln n Ranch A 1 n/a Jeff Lichtenstein (818) 359-1797

42
18. 9
Huntingt C 286
on Beach 870 N. Tustin Orange A 7 n/a Bryson Miller (951) 757-8508
9
Mission C 269
19. Irvine 26423 Portola Viejo A 2 n/a Khaled Trabulsi (866) 319-7590
20. 9
Laguna 23970 Aliso Creek Laguna C 267 (949) 362-
Niguel Rd Niguel A 7 1464 Jeff Lichtenstein (818) 359-1797
9
21. Lake Lake C 263 (949) 859-
Forest 24320 Swartz Drive Forest A 0 4269 Rob Mosier (949) 470-0857
9
22. Long 25003 N. Riverwalk Stevenso C 138
Beach Ln n Ranch A 1 n/a Jeff Lichtenstein (818) 359-1797
23. 9
Marina Lakewoo C 071
Del Rey 3329 Harvey Way d A 3 n/a Michael Lee (213) 215-0856
9 P.C. (714) 351-
24. C 286 (714) 633- Phllip Cruz/ 9095 / B.M. (951)
Orange 870 N. Tustin Orange A 7 5269 Bryson Miller 757-8508
25. 9
Pacific San C 212
Beach 13859 Pasco Cardiel Diego A 9 n/a Jeff Allen (858) 780-1874
26.
Rancho 9
Cucamon 1999 Signal Temple Signal C 075
ga Ave., Unit B Hill A 5 n/a Jay Alfonso (714) 471-1995
27.
Rancho 9
Santa 22672 Waterway Lake C 263 Rob Moiser /
Margarita Lane Forest A 0 n/a Holly Moiser (949)470-0857
Corina
9 Reichstein / C.R. (916) 799-
28. C 566 Derek 0188 / D.R. (408)
Roseville 1540 Elk Ravine Way Roseville A 1 n/a Reichstein 640-8022
29. 9 B.R. (916) 505-
Sacramen 8241 Bruceville Rd, Sacrame C 582 (916) 688- Becky Reaves / 4171 / (916) 505-
to Suite 140 nto A 3 5269 Marcus Reaves 2664
Robert R.M. (650)270-
9 Mendoza/ 8430 / A.D.
30. San San C 406 (650) 589- Antonio Damian (650)270 / B.L.
Bruno 751 B Camino Plaza Bruno A 6 8790 / Brandon Lee (650)255-7634
9
31. San Aliso C 265
Clemente 5 Gala Court Viejo A 6 n/a David Weber (949) 290-1391
9 Diane Chevalier D.C. (619)850-
32. San 14843 Edon Mills San C 213 / Donavan 6511 / D.B. (619)
Diego Place Diego A 1 n/a Brown 787-7375
9
33. San 13179-3 Black San C 212 (858) 484- Ali Shetula /
Diego/RP Mountain Road Diego A 9 7269 Wendy Shetula (760) 840-0878
9
San 34. San C 411
Francisco 206 Palo Alto Ave. Francisco A 4 n/a Dennis Lee (415) 385-9430
9 Celia Ojeda- C.O. (209) 612-
35. San C 512 (408) 729- Smith / Penny 1616 / P.M. (530)
Jose 3469 E. McKee Road San Jose A 7 5269 McCann 320 0386
9 Richard
36. San 1691 Melrose Dr. San C 207 (760) 798- Montano / Nicole
Marcos Suite 180 Marcos A 8 0966 Montano (760) 224-6777
Robert R.M. (650)270-
9 Mendoza/ 8430 / A.D.
37. San San C 406 Antonio Damian (650)270 / B.L.
Mateo 751 B Camino Plaza Bruno A 6 n/a / Brandon Lee (650)255-7634

43
 D.C. 22211 73rd St.
E, Buckley, WA
98321 / R.F. 255
Berry St. Unit 321, D.C. (562) 972-
38. San San Francisco, CA San C Daniel Coca / 2139 / R.F. (415)
Ramon 94158 Ramon A n/a Rodney Freer 902-3249
9
39. 1431 Knox St. Suite C 050 (310) 618-
Torrance 1200 Torrance A 1 1269 Kevin Dixon (310)465-8437
9
Newport C 266
40. Tustin 1424 Mariners Dr. Beach A 0 n/a Mark Brady (949) 400-3505
9
41. 25003 N. Riverwalk Stevenso C 138
Valencia Ln n Ranch A 1 n/a Jeff Lichtenstein (818) 359-1797

Lisa Puckett / L.P (949) 444-1245

9 Dave Puckett / / D.P. (949) 413-
42. Yorba Yorba C 288 (714) 692- Jeff Lichtenstein 8104 / J.L. (818)
Linda 23701 La Palma Ave. Linda A 7 8269 / Brian Brassil 359-1797
8
43. C 013
Aurora 5332 Talavero Place Parker O 4 n/a Mike Searls (303) 734-4269
44. 8
Colorado C 013
Springs 5332 Talavero Place Parker O 4 n/a Mike Searls (303) 734-4269
8
45. C 013
Denver 1 5333 Talavero Place Parker O 4 n/a Mike Searls (303) 734-4269
8
46. C 013
Denver 2 5334 Talavero Place Parker O 4 n/a Mike Searls (303) 734-4269
8
47. C 013
Danver 3 5335 Talavero Place Parker O 4 n/a Mike Searls (303) 734-4269
8
48. C 013
Denver 4 5336 Talavero Place Parker O 4 n/a Mike Searls (303) 734-4269
49. 8
Highland 7824 Park Meadows C 012 (303) 635-
s Ranch Drive Lone Tree O 4 2269 Mike Searls (303) 734-4269
8
50. C 012 (303) 734-
Littleton 8023 S Broadway Littleton O 2 4269 Mike Searls (303) 734-4269
8
51. 17002 Mainstreet, C 013 (303) 841-
Parker Unit L Parker O 4 6269 Mike Searls (303) 734-4269
52. 8
Westmins 10450 Towncenter Westmin C 002 (303) 439-
ter Dr., Suite 200 ster O 1 8269 Mike Searls (303) 734-4269
53. New 1 D.R. (646) 423-
Fairfield Rochelle, C 080 Dominick Rizzo / 7498 / R.P. (917)
County 14 Emerson Point NY T 1 n/a Ramzey Prentiss `418-3128
54. 0
Glastonb 345 New London Glastonb C 603 (860) 652-
ury Turnpike ury T 3 8269 Beth Poland (860) 794-9100
55. 2 B.S. (703) 340-
Georgeto Washingt D 003 (202) 388- Brian Sreniawski 4631 / M.S. (301)
wn 1116 24th St NW on C 7 4269 / Milind shah 802-3960
56.
Wintersp 3 T.M. (703) 350-
rings 1425 Tuskawilla Winter 270 (407) 696- Tate Marshall / 7914 / N.M. (703)
(Orlando) Road Ste. 209 Springs FL 8 9269 Nancy Marshall 395-9992
57. Roswell- 3
Kennesa 1570 Holcomb Alpharett G 007
w Bridge Rd, Suite 410 a A 6 n/a Valdimir Lerner (770) 885-7422
58. 2800 Canton Rd., Marietta G 3 (770) 926- Vladimir Lerner (770) 885-7422

44
 006
Marietta Suite 2000 A 6 5269
59. 3
Peachtre 303 Kelly Drive, Peachtre G 026 (404) 522-
e City Suites 8 & 9 e City A 9 6956 John Deters (770) 238-2085
60.
Roswell- Roswell- 3
Alpharett 1570 Holcomb Alpharett G 007 (678) 639-
a Bridge Rd, Suite 410 a A 6 7269 Vladimir Lerner (770) 885-7422
3
61. 330 North Peachtree Peachtre G 026
Atlanta 1 Parkway e City A 9 n/a John Deters (770) 238-2085
3
62. 330 North Peachtree Peachtre G 026
Atlanta 2 Parkway e City A 9 n/a John Deters (770) 238-2085
3
63. 330 North Peachtree Peachtre G 026
Atlanta 3 Parkway e City A 9 n/a John Deters (770) 238-2085
3
64. 330 North Peachtree Peachtre G 026
Atlanta 4 Parkway e City A 9 n/a John Deters (770) 238-2085
3
65. 330 North Peachtree Peachtre G 026
Atlanta 5 Parkway e City A 9 n/a John Deters (770) 238-2085
3
66. 330 North Peachtree Peachtre G 026
Atlanta 6 Parkway e City A 9 n/a John Deters (770) 238-2085
67.
Chicago 6 J.V. (773) 793-3990
South 8601 South 061 Jennifer Vaughn / O.R. (708)351-
Loop Burnham Ave Chicago IL 7 n/a / Omar Rudaini 5772
68.
Chicago 6
South OakL 045
Loop 10936 JoDan Dr. Lawn IL 3 n/a Omar Rudaini (708)351-5772
69. 6
Downtow OakL 045
n Chicago 10936 JoDan Dr. Lawn IL 3 n/a Omar Rudaini (708)351-5772
70. 6 (708) 466-
Napervill 1995 Springbrook Napervill 056 (630) 416- 6542/(708) 246-
e Square Dr.Suite 107 e IL 4 4269 Jim Tsoutsouris 8985
1600 w. 16th Street 6
71. Oak (16th and Kingery Oak 052 (630) 572-
Brook Highway) Brook IL 3 8269 Omar Rudaini (708) 351-5772
6
72. OakL 045
Oaklawn 10936 JoDan Dr. Lawn IL 3 n/a Omar Rudaini (708)351-5772
73. 6
Orland 16100 S. LaGrange Orland 046 (708) 226-
Park Road Park IL 7 5229 Omar Rudaini (708) 351-5772
74. 6
Schaumb OakL 045
urg 10936 JoDan Dr. Lawn IL 3 n/a Omar Rudaini (708)351-5772
75. 6
Wrigleyvi OakL 045
lle 10936 JoDan Dr. Lawn IL 3 n/a Omar Rudaini (708)351-5772
76. 4 P.V. (219) 406-4100
Merrillvill Merrillvill 641 (219) 947- Paul Vale / / D.V. (219) 477-
e 5206 E. 81st Ave. e IN 0 2269 Danielle Vale 1924
0
77. North North M 276 (508) 399- Robert
Attleboro 40 Cumberland Plaza Attleboro A 0 9269 McDonnell (508) 553-0559
2 B.S. (703) 340-
78. M 085 (301) 881- Brian Sreniawski 4631 / M.S. (301)
Rockville 192A Halpine Road Rockville D 2 4269 / Milind shah 802-3960
2 Mona Johnson / M.J. (910) 476-
935 North Harrison N 751 (919) 460- William Glenn 1400 / W.T. (910)
79. Cary Ave. Cary C 3 1896 Taylor 723-1141

45
 2
80. 1125 W NC 54 Hwy. N 770
Durham Ste 601-604 Durham C 1 n/a Joanne kroll (207) 273-3358
2 Mona Johnson / M.J. (910) 476-
81. Fayettevi N 831 William Glenn 1400 / W.T. (910)
Raleigh 7677 Wilkins Dr. lle C 1 n/a Taylor 723-1141
82. 0
Cherry Cherry 803 (856) 428-
Hill 1615 Kings Highway Hill NJ 4 8269 LouAnn Evans (609) 338-8192
83. 0
Florham 186 Columbia Florham 793 (973)593-
Park Turnpike Park NJ 2 9269 Dave Cahill (201) 446-7896
R.V. (201)566-
0 Richard Van 6142, (201)327-
84. 703 (201) 332- Houten / Marco 2692 / M.C.
Hoboken 316 Sinatra Dr Hoboken NJ 0 4269 DeOliveira (973)951-0316
0
85. Exclusive Plaza, 320 772 (732) 536-
Marlboro Route 9 North Marlboro NJ 6 4269 Bob Stein (917) 539-0611
86. 0
Middleto 772
wn 5 Breckenridge Ct Freehold NJ 8 n/a Bob Stein (917) 539-0611
0
87. 765 Pedro "Peter"
Paramus 66 Claus Ave Paramus NJ 2 n/a Rivera (201)857-4617
88. 0
Shrewsbu 150 Shrewsbury Shrewsb 770 (866) 797-
ry Plaza ury NJ 2 4269 Bob Stein (917) 539-0611
89.
Somers
Point 0
(Atlantic Somers 824 (609) 653-
City) 35 Bethel Road Point NJ 4 9269 LouAnn Evans (609) 338-8192
0
90. Morristo 796
Summit 1 Fraser Lane wn NJ 0 n/a Dave Cahill (201) 446-7896
0
91. Toms' 1404 Oakwood Toms 875 Paula
River Hollow Ln River NJ 5 n/a Tamburello (732) 818-7728
92. 0
Turnersvi Northfiel 822
lle 24 Country Club Dr d NJ 5 n/a Ryan McEvoy (609) 992-5084
93. 8
Albuquer 4520 Alexander Albuquer N 710 (505) 341-
que Blvd. NE #A1 que M 7 4269 Ches Lovato (505) 604-5057
94. 8 R.J. (215) 498-5977
Henderso 605 Mall Ring Circle, Henderso N 901 (702) 898- Rani John / / C.I. (267) 664-
n Suite 100 n V 4 4269 Carmen Iannelli 5415
8
95. 10740 South Eastern Henderso N 905 (702) 792-
Anthem Ave. Suite 150 n V 2 4269 Kema Ogden (702) 604-6052
96. 8
Summerli 6947 Ghost Ranch Las N 917
n Vegas V 9 n/a Justin Rote (702) 235-3552
97. 1 H.T. (860) 334-
Loudonvil 457 Albany Shaker Loudonvil N 221 (518) 489- Hank Tripp / 4710 / A.T. (860)
le Rd le Y 1 8269 Alice Tripp 334-7767
98. 1 Dean Bellantoni D.B. (914) 403-
Mamaron Mamaron N 054 (914) 835- / Jackie 8388 / J.B.
eck 300 Waverly Ave eck Y 3 4269 Bellantoni (914)557-9198
8211 East Regal CT.
aka 106TH and 7
Memorial/Spirit Bank O 413 (918) 364- Chris
99. Tulsa Event Center Tulsa K 3 4269 Underwood (918) 384-9359
9
100. O 700 (503) 573-
Portland 1870 NW 188th Ave Hillsboro R 6 4269 Hoang Nguyen (503) 810-0081

46
 Plaza Bairoa Suite 1- 0
101. 2 Carretera ·1, P 072 (787) 653- Alberto De
Caguas Marginal Bairoa Caguas R 5 0500 Diego (787) 448-7045
Edificio Plaza Real
(Frente al Tribunal de
102. Guaynabo), Ave. 0 Alberto De A.D. (787) 448-
Guaynab Arbolote #1, Tercer Guaynab P 096 (787) 999- Diego / Lourdes 7045 / L.R. (787)
o Piso o R 9 2555 Ramon 413-7300
0
P 091 Alberto De
103. PR 1 PO Box 19328 San Juan R 0 n/a Diego (787) 448-7045
0
P 091 Alberto De
104. PR 2 PO Box 19328 San Juan R 0 n/a Diego (787) 448-7045
7
105. T 960 (325) 695- Christopher
Abilene 3751 Catclaw Dr. Abilene X 6 4269 Cockerell (915) 345-0100
7
106. El 3136 Trawood Dr, T 993 (915) 855-
Paso Suite E7-9 El Paso X 6 8269 Marc Stelley (915) 433-9297
7
107. Fort 5040 N. Tarrant T 624 (817) 427-
Worth Pkwy #104 Keller X 8 8269 Brittney Fish (214) 924-7472
108. The The 7
Woodlan Woodlan T 738 (936) 321-
ds 3335 College Park Dr ds X 4 8269 Louis Zamudio (832) 279-7575
7
7924 S. Broadway T 570 (903) 509-
109. Tyler #800 Tyler X 3 4269 Mark Pool (903) 360-6057
8
110. 1620 South State U 409 (801) 765-
Orem Street Orem T 7 1269 Damon Willis (801) 602-3802
Brian
Sreniawski/
Erica BS(703)340-4631/
111. 2 Sreniawski/ ES(703)340-4930/
Alexandri Alexandri V 231 (703) 548- Milind shah/ MS(301)802-3960/
a 528 N. Henry St. a A 4 4269 Payal Shah PS(301)802-2621
Brian
Sreniawski/
Erica BS(703)340-4631/
2 Sreniawski/ ES(703)340-4930/
112. V 220 (703) 525- Milind shah/ MS(301)802-3960/
Arlington 1200 N. Herndon St. Arlington A 1 4269 Payal Shah PS(301)802-2621
2 C.F. (703) 969-
113. 20937 Ashburn V 014 (703) 724- Craig Fladager / 1812 / D.S. (202)
Ashburn Road, Suite 130 Ashburn A 7 9533 Debra Subowicz 258-5498
2 T.M. (703) 350-
114. 4090 #K Airline V 015 (703) 263- Tate Marshall / 7914 / N.M. (703)
Chantilly Parkway Chantilly A 1 7269 Nancy Marshall 395-9992
115. 2
Reston- 12973 Highland V 017 (703) 435-
Herndon Crossing Dr, Suite C Herndon A 1 4269 Tate Marshall (703) 350-7914
116. 2
Woodbrid Manassa V 011 (703) 583-
ge 12619 Galveston Ct. s A 2 4269 Tate Marshall (703) 350-7914

47
 Franchise Disclosure Document #__________

EXHIBIT E - FINANCIAL STATEMENTS

The following financial statements are attached:

Our audited financial statements for the Periods ending December 31, 2008, December 31, 2007, and December 31,
2006.
.

Our next fiscal year ends December 31, 2009.

48
 Franchise Disclosure Document #__________
EXHIBIT F - ACKNOWLEDGMENT OF RECEIPT

This Franchise Disclosure Document summarizes certain provisions of the LA Boxing Franchise Agreement and
other information in plain language. Read this Franchise Disclosure Document and all agreements carefully.

If LA BOXING Franchise Corporation offers you a LA Boxing Franchise, it must provide this Franchise
Disclosure Document to you 14 calendar-days before you sign a binding agreement with, or make a payment to, us or our
affiliate in connection with the proposed franchise sale. (OR SOONER IF REQUIRED BY APPLICABLE STATE
LAW)

If we do not deliver this Franchise Disclosure Document on time or if it contains a false or misleading statement,
or a material omission, a violation of federal and state law may have occurred and should be reported to the Federal Trade
Commission, Washington, D.C. 20580 and to the applicable state agency listed in Exhibit A.

There are no subfranchisors or franchise brokers offering this LA Boxing Franchise for us.

The effective date of this Franchise Disclosure Document is April ____, 2009.

The undersigned, personally and/or as a duly authorized officer or a partner of the prospective Franchisee, does
acknowledge receipt from LA Boxing of this Franchise Disclosure Document for prospective franchisees dated ________,
2008 (to which this Receipt is attached), including the following Exhibits:

A - List of State Administrators and

Agents for Service of Process
B- State Addenda to FDD and FA
C – LA Boxing Franchise Agreement
D - List of LA Boxing Franchisees
E - LA Boxing Financial Statements
F -Acknowledgement of Receipt

Dated: ____________________, 2009

________________________________________________
individually

________________________________________________
as an officer or partner of

________________________________________________
name of entity
a _____________________ s tate corporation or partnership (circle one)
(Copy # 1 - to be retained for your records)

49
 Franchise Disclosure Document #__________
EXHIBIT F - ACKNOWLEDGMENT OF RECEIPT

This Franchise Disclosure Document summarizes certain provisions of the LA Boxing Franchise Agreement and
other information in plain language. Read this Franchise Disclosure Document and all agreements carefully.

If LA BOXING Franchise Corporation offers you a LA Boxing Franchise, it must provide this Franchise
Disclosure Document to you 14 calendar-days before you sign a binding agreement with, or make a payment to, us or our
affiliate in connection with the proposed franchise sale. (OR SOONER IF REQUIRED BY APPLICABLE STATE
LAW)

If we do not deliver this Franchise Disclosure Document on time or if it contains a false or misleading statement,
or a material omission, a violation of federal and state law may have occurred and should be reported to the Federal Trade
Commission, Washington, D.C. 20580 and to the applicable state agency listed in Exhibit A.

There are no subfranchisors or franchise brokers offering this LA Boxing Franchise for us.

The effective date of this Franchise Disclosure Document is April ____, 2009.

The undersigned, personally and/or as a duly authorized officer or a partner of the prospective Franchisee, does
acknowledge receipt from LA Boxing of this Franchise Disclosure Document for prospective franchisees dated ________,
2008 (to which this Receipt is attached), including the following Exhibits:

A - List of State Administrators and

Agents for Service of Process
B- State Addenda to FDD and FA
C – LA Boxing Franchise Agreement
D - List of LA Boxing Franchisees
E - LA Boxing Financial Statements
F -Acknowledgement of Receipt

Dated: ____________________, 2009

________________________________________________
individually

________________________________________________
as an officer or partner of

________________________________________________
name of entity
a _____________________ s tate corporation or partnership (circle one)
(Copy # 2 - to be returned to LA Boxing)

50