“The Nation’s Premier Brokerage Firm”

We provide our clients with the professional services required whether they are selling

their privately-held company, purchasing a business, establishing market value, appraising or

brokering their machinery and/or equipment, purchasing a franchise, leasing/selling

commercial real estate, transferring their franchise or are in need of turn-around business

consulting.

Members of the Murphy team have been carefully recruited and selected for their high

level of achievement as former CEOs, CFOs, CPAs, business owners and senior level

executives in a wide range of industries and professions. But their accomplishments don’t stop

with their prior experience. Associates receive intensive training, on going support and many

have subsequently received the highest awards, credentials and designations in our industry.

We believe our experience, professionalism and ability to provide the highest level of

services to our clients differentiates us from the competition.

An Introduction to Murphy

Company Locations*

*As of May 2009

Regional Director Established

Region Available

Regional Office

Franchise Office

At the Top of the Charts

Murphy Business & Financial Corporation, for the second year in a row,

has been honored to receive the #1 spot in their category of Financial &

Tax by the Franchise Business Review’s* franchisee satisfaction

survey.

Murphy Business & Financial Corporation also ranked within the top 10

of the Top 50 Franchise category for mid-sized companies with 51-200

units for 2008 and 2009.

*Franchise Business Review is the leading market research company in the franchise industry, assisting prospective franchise buyers through the examination process of today's leading franchise systems. FBR’s independent franchisee satisfaction reports measure the health of any franchise system, based exclusively on the feedback of today's franchise owners. Franchise Business Review is designed to get prospective franchise buyers the feedback they need to make a timely investment decision. The service is not intended to replace the franchise investigation process that all investors must go through. It is intended to help expedite that process and allow investors to get immediate feedback from existing franchisees.

Roger MurphyRoger J. Murphy, President/CEO of Murphy Business & Financial Corporation, has more than thirty years

of executive and financial management experience. He has been President/CEO of a $40 Million publishing

company and President/CEO of a firm specializing in consulting, software and direct mail. His credentials

include administration of 30+ start-ups and acquisitions, wholesale electronics distribution and management

consulting for a financial firm. He is often a consulting expert for clients preparing business plans for new

companies.

Roger holds a Broker’s license issued by the Florida Real Estate Commission. He is a Certified Business

Broker, Certified Business Counselor, Certified Business Intermediary and Senior Business Analyst. His

expertise makes him a popular featured speaker, seminar leader at business brokerage conferences and he

routinely is called upon for his expert witness testimony.

Roger Murphy is currently on the board of the Institute of Certified Business Counselors, a Director of the

Business Brokers of Florida, a member of the Institute of Business Appraisers and the International

Business Brokers Association and was previously a Chairman of the Business Brokers of Florida.

Tom MillerRaised in California, Tom Miller attended Brigham Young University on a football scholarship and

graduated with a degree in Public Relations/Journalism. He subsequently worked as Publicist for the

Osmond Entertainment Studios, with the “Donny & Marie Show,” and later moved to U-Haul International as

their Publications Coordinator.

In 1981, Tom entered the world of franchising and direct mail and for the next eight years served in a

variety of functions; from sales to national trainer, sales manager and owner/operator. For the past 17 years

he has been in franchise sales, where he has set national sales records, built a network of over 3,500

Business Brokers and established Tom Miller & Associates (TMA), the #1 franchise/business brokerage

company in the country. As President/COO of Sunbelt Franchise Sales, Tom created a one of a kind,

nationwide franchise sales and lead source division within Sunbelt offices across the country.

Tom is currently Executive Vice President and partner of Murphy Business & Financial Corporation, a full

service business brokerage and franchise sales organization.

Jim SinclairJim Sinclair is our featured trainer. He is also Senior Vice President and partner of Murphy Business &

Financial Corporation.

He has been a Business Intermediary/Broker for over 10 years and has extensive experience in

successfully selling a variety of businesses including multi-million dollar stock and asset sales with and

without SBA backed financing.

Prior to joining Murphy, Jim spent over 25 years in Sales and Management positions with Fortune 500

companies that were engaged in construction and manufacturing of building products. He has had P & L

responsibility for over 15 million dollars in revenue and supervised 4 branch offices located in the southeast

United States.

His educational background includes an Engineering Degree from the University of Notre Dame and a

M.B.A. from the University of Pittsburgh. He is also a Licensed Florida real estate Broker, a member of

Business Brokers of Florida, as well as the International Business Builders Association.

Our Objectives

Our objectives in creating the Murphy business opportunity are

– To take a system that has worked successfully in Florida for years and duplicate it in every major

city in the United States

– To create an environment where individuals interested in entering into the business brokerage

industry have the greatest opportunity to be successful and to enjoy the benefits of being self

employed

– To offer a positive and successful experience to our clients and partners

– To supply professionalism and integrity to the business brokerage industry with a variety of first

class services

• Technical support

• Web site tools

• On going marketing, training and support

• Strategic alliances – professional partners

• In-house industry support network

• Name brand recognition

• Comprehensive training of all phases of the business

• Full compliment of business related services

• “Best in class” knowledge and experience base

• Proven lead generation source

Our Business PhilosophyWhen we extend the opportunity to join the Murphy team to an individual by selling them a franchise, we make sure he or she has the best probability for success because we employ what we call

“Forced Success”

We believe professionals entering this market, or even existing business brokers, struggle somewhat in acquiring the knowledge and skills required to be successful and/or profitable in a timely manner.

Therefore, our philosophy is to provide:

Why Most Business Brokers Fail

• Lack of local support

• Lack of sufficient systems/training

• Have to be all things to all people

• No back end business support

• Lack of quality marketing programs

• “Chuck and a truck” mentality

• Small office: one man band

• Large office: rookies starve

The Murphy Solution

Three Levels to the Murphy TEAM

– Provide the strongest National Support in the industry

– Have highly experience Regional Developers nearby dedicated to your success

– The Unit Franchisee knows their local market and has the support and expertise to be the

dominant brokerage firm in their area

The Murphy SystemMurphy’s system is based on

• Name Brand Recognition

• Support

• Comprehensive Training

• Complete Tools and Systems

• Meaningful Marketing Activity

• Professional Partners

• Co-Brokering

• Plentiful Opportunity

Name Brand Recognition

– Each business unit will be entitled “Murphy Business & Financial Corporation,” meaning hundreds

and potentially thousands of franchise owners and agents will carry the logo and business name

– The corporation will provide abundant marketing to establish its brand at associations and

professional organizations nationwide

– Murphy Business & Financial Corporation urges involvement in local and state organizations and

networking with other professionals in your local community

Company Benefits

Comprehensive Initial and On Going Training

– Our initial training program is a one week, comprehensive Business Broker Boot Camp

– There is no cost for you and one agent to attend at the same time outside of your travel expenses

– We provide on going advanced training and support for the term of the franchise

• Training is available to franchise owners and agents monthly

• Franchise owners and agents are invited to attend training as frequently as necessary

– Regional or local training will be provided on an ‘as needed’ basis and at the regional office level

– Periodic webinar training sessions

– Annual educational conference featuring workshops presented by industry leaders

Company Benefits

Complete Tools and Systems

– We have developed a complete turn-key system which includes

• Forms

• Templates

• Samples

• MLS system

• Reference manuals

• Software

• Tools

Company Benefits

all of which are accessible through a state-of-the-art online resource center - so no matter where

you are you have everything you need at your fingertips

Marketing

We have the most professional marketing materials in the industry, state-of-the-art company website with

listing database and email system, individual websites, personal profile pages and much more available to

franchise owners which may consist of:

• PowerPoint Presentations• Seminar Presentations• Recruiting Material• Press Releases• Software• National Newsletters• Reference Material • Company Overview CD• Stationery Package• Business Cards• Trade Show Collateral

• Confidential Memorandum Covers• Promotional Letters• National Websites• Regional Websites• Franchise Websites• Brochures• Portfolios• Flyers• Tri Fold Brochures• Quick Start Marketing Program (see

FDD for breakdown)

Company Benefits

National and Regional Support

– Franchisees receive expert advice from veteran brokers

– Highly experienced regional developers in place to assist local franchisees

– Regional offices will have a commercial real estate brokerage presence to support franchisees with

real estate related transactions

– Regional offices will have a franchise brokerage presence to assist transactions involving

franchises

– Mergers and Acquisitions support and expertise is available at the national and regional level

– Business Valuations and Machinery and Equipment Appraisers are available to all franchisees

Company Benefits

Administrative Support

– Confidential memorandums, business profiles and web postings are generated by corporate staff

as franchise owners or agents obtain listings and provide vital information to the corporate office

– Mail merging, list selection, printing, folding, signing, stuffing and stamping thousands of letters is

provided by corporate staff, relieving franchise owners or agents of hours of administrative tasks

– We have our own Murphy Business & Financial Corporation staffed, in-house Tele-Leads

Marketing department that is dedicated to assisting franchise owners in generating lead activity

Company Benefits

Professional Partners

– The success that Murphy Business has realized over the years has allowed the development of

strategic alliances through our Professional Partner Program that will greatly assist a broker in their

transactions

– Our philosophy is to align ourselves with companies that provide Murphy Business associates with

a strategic advantage and to provide them with all of the tools and services necessary to complete

a transaction

• This will include local attorneys and CPAs

– We want to be assured that we are working with the “best in class” professional partners

• We work with the best and most professional associates; we test, screen and qualify

Company Benefits

Co-Brokering

“Co-Broke or Go-Broke”

– One of the key success factors at Murphy Business

– This typically goes against normal operating procedures in our industry, but we have a moral and

fiduciary responsibility to co-broke

– We believe that co-brokering is sporadic due to the general lack of experience, professionalism

and trust which is evident in other networks’ recruiting practices

– We stress co-brokering because

• It reduces the length of time the business is listed

• Standardized listing procedures produce more qualified listings

• More importantly, brokers will realize greater commissions more rapidly and frequently by co-

brokering with other Murphy Business associates

Company Benefits

We are “Transactional Brokers”

– For the most part, business brokers operate as “transactional brokers”

– This means

• On many of your deals, you represent both the buyer and the seller

• Most business brokers charge 10-12% commissions

– On many of your transactions you will keep 90% of a 10% or 12% commission

– It’s not like that in general real estate!!!

Company Benefits

Plentiful Opportunity/Territory

Unit Franchise

– Approximately 5,000 saleable businesses

– Our FDD calls for a minimum of 3,500 saleable businesses, but we feel 5,000 is a generous amount

– The territory will be “non exclusive”

• This is due to the fact that your background may lend itself to expertise in a particular field

Example: As a former printing company owner, you may want to solicit the printing

companies that you know want to expand through additional purchases in a specific

geographical area

• Subject to approval, Corporate will allow a “niche” mailing into larger areas to assist your

search

• The “niche” mailings are the exception more than the rule

• Because you may cross over into other franchisees territory, it will be “non exclusive”

Company Benefits

Business Broker Attributes

• Excellent Sales Skills

• Excellent Management Skills

• Amiable

• Outgoing

• Flexible

• Diplomatic

• Leader

• Very Good Organizational Skills

• Reliable

• Competitive

• Hard Working

• Positive

• Determined

• Very Good Marketing Skills

• Growth Oriented

• Understanding

• Excellent Customer Service Skills

• Loyal

• Direct

• Considerate

• Intuitive

• Very Good Financial Skills

• Open Minded

• Problem Solver

• Confident

Business brokers are professionals who are dedicated to serving clients and customers

who desire to sell or acquire businesses. Typically, business brokers act as a buffer between

the buyer and the seller, estimating the value of a particular business and providing advice to

their clients. Business brokers are committed to offering professional services in a

knowledgeable, ethical and timely fashion. Typically, business brokers provide information

and business advice to sellers and buyers, maintain communications between the parties

and coordinate the negotiations and closing processes to complete desired transactions.

Business brokers also oversee the due diligence investigation. Business brokers can say

certain things to a buyer and certain things to a seller and wind-up with a productive

discussion. Business brokers can tell the owner the price is too high, relay what has to be

done to make a deal-very openly and candidly-and discuss how the differences in viewpoint

can be ironed out effectively.**Source: International Business Brokers Association

The Business Broker

Your Role

• Assist clients in the ownership transfer of privately held small to medium sized companies

(selling existing businesses)

• Work with buyers to purchase a business

• Help buyers purchase a new franchise business

• Provide current business owners with business valuations of their business or appraisal

services for their machinery and equipment

• Assist larger companies with mergers and acquisitions (these companies typically have

revenues in excess of $5 Million)

• Provide clients with commercial real estate brokerage, leasing, property management and

search services

According to the International Business Brokers Association:

– Within the next ten years approximately 50% of the businesses in the U.S. will change hands

(Graying of American business ownership)

– At any given time, approximately 20% of businesses in the U.S. are for sale

“Can you say “Right Place, Right Time?” The next ten years in business brokerage has the potential to be

the best years our industry has ever seen.”*Lange, William, CBB, CBI. M&AMI California Association of Business Brokers Newsletter (1/2/2008)

“An estimated 65 percent to 75 percent of the small companies in the U.S. - some 10 million - will likely

hang up a "for sale" sign over the next five to 10 years. Why? Retiring Baby Boomers.”**Dahl, Darren. “The Most Valuable Companies in America.” Inc. Magazine 130 (Apr. 2008): 1-3

What Does the Future Look Like?

What Does the Future Look Like?

“The next two decades will see a significant increase in the number of small and mid-sized

businesses being sold. Much of the supply and demand will be coming from the Baby

Boomers either retiring or starting their un-retirements.”*

*Johnson, Jack, IBBA Winter 2007 Newsletter

“The 12 million businesses likely to change hands over the next 10-15 years might involve a

large number of boomer to boomer sales.”*

*Johnson, Jack, IBBA Winter 2007 Newsletter

“It is estimated that retiring Boomer entrepreneurs will sell or bequeath $10 trillion worth of

assets over the next two decades. In many cases, these assets are held as stock in more that

12 million privately owned businesses, and during the next 10-15 years, more than 70% of

these companies are expected to change hands.”*

*Richard F. Jackim and Peter G. Christman in The $10 Trillion Opportunity

Single Unit Location Estimated Initial Investment$35,000

– Additional $9,000 fee for the Basic Quick Start Marketing Program

– We estimate that a franchisee’s initial investment for the single unit to be between

$61,550-$128,700

– See items 5, 6 and 7 of the FDD regarding your initial fees and others

Regional Developer Estimated Initial Investment$75,000-$150,000

– Includes initial franchise fee

– Additional $15,000 fee for the Enhanced Quick Start Marketing Program

– We estimate that a regional developer’s initial investment to be between

$111,700-$240,200

– Regional developers must have a minimum of five years in business brokerage

The Cost

In Summary

“The Nation’s Premier Brokerage Firm” is seeking qualified individuals to be considered as franchise

owners and participate in the business brokerage industry. We offer qualified candidates a full

service, turn-key business opportunity providing extensive training, full support from experienced

professionals, a proven lead generation source and a host of other business brokerage related

services all at above market commission splits. Our management team is the strongest in the nation,

has experience in all phases of the business and is very serious about an honest, ethical business

philosophy. A motivated franchisee will virtually eliminate failure and foster enormous success to all

participating in our system.

If our philosophies match your desire to bring quality business services to your community, contact

us for more information.

Jennifer Murphy, Regional Developer

Phone (301) 718-3410 | j.murphy@murphybusiness.com

The Next Steps

• Fill out Confidential Qualification Questionnaire

• Review Franchise Disclosure Document (FDD)

• Meet with Jennifer Murphy, Regional Developer

• Validation calls to Murphy Franchisees

• Discovery Day

• Make decision, sign documents, arrange training