FRANCHISE DISCLOSURE DOCUMENT

Franchisor: LA Boxing Franchise Corporation2915 Tech Center DriveSanta Ana, CA 92705Tel: (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.

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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, 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: _____________________________

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FRANCHISE DISCLOSURE DOCUMENT

LA Boxing Franchise Corporationa California corporation2915 Tech Center DriveSanta Ana, CA 92705Tel: (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

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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, 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

ITEM 3 - LITIGATION..............................................................................................................................................................................4

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

ITEM 5 - INITIAL FEES............................................................................................................................................................................4

ITEM 6 - OTHER FEES..............................................................................................................................................................................4

ITEM 7 – ESTIMATED INITIAL INVESTMENT...................................................................................................................................7

ITEM 8 - RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES...................................................................................10

ITEM 9 - FRANCHISEE'S OBLIGATIONS...........................................................................................................................................13

ITEM 10 - FINANCING…………………………………………………………………………………………………………………..14

ITEM 11 - FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING....................................14

ITEM 12 - TERRITORY………………………………………………………………………………………..…………..……………26

ITEM 13 - TRADEMARKS………………………………………………………………………………………………………..….....27

ITEM 14 - PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION………………………………………………….29

ITEM 15 - OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS…………30

ITEM 16 - RESTRICTIONS ON WHAT THE FRANCHISE MAY SELL…………………………………………………………..31

ITEM 17 - RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION………………………………………….31

ITEM 18 - PUBLIC FIGURES…………………………………………………………………………………………………………..36

ITEM 19 - FINANCIAL PERFORMANCE REPRESENTATIONS …………………………………………………………………36

ITEM 20 - OUTLETS AND FRANCHISEE INFORMATION……………………………………………………………………….36

ITEM 21 - FINANCIAL STATEMENTS……………………………………………………………………………………………….42

ITEM 22 - CONTRACTS………………………………………………………………………………………………………………...42

ITEM 23 - RECEIPTS……………………………………………………………………………………………………………………42

EXHIBITS:

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

EXHIBIT B –REGISTRATION STATE ADDENDA TO FRANCHISE DISCLOSURE DOCUMENT AND FRANCHISE AGREEMENT

EXHIBIT C - LA BOXING FRANCHISE AGREEMENT

EXHIBIT D - LIST OF LA BOXING FRANCHISEES

EXHIBIT E - FINANCIAL STATEMENTS

EXHIBIT F - ACKNOWLEDGMENT OF RECEIPT

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

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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 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 WILLIAMSDIRECTOR 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.

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DIRECTOR OF INSTRUCTOR TRAINING, BENJI RADACHDIRECTOR 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 MICHAELNATIONAL 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.

PRODUCT SERVICES MANAGER, DAWN KELLYPRODUCT 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 BRIANCERECEPTIONIST, 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 RIGGSINSTALLATIONS 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

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to modify or terminate this referral program at any time with or without notice.

ITEM 3 - LITIGATIONITEM 3 - LITIGATION

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

ITEM 4 - BANKRUPTCY 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 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.

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 FEESITEM 6 - OTHER FEES

The following is a detailed description of other recurring or isolated fees or payments that you must pay to us or

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that we impose or collect for a third party. All payments are non-refundable.

Name of Fee Amount Due Date RemarksRoyalty Fee1 6% of monthly

Gross RevenuesWithin 5 days of the end of the previous calendar month

"Gross Revenues" means the entire amount of all your revenues from the ownership or operation of the LA Boxing Franchise as more particularly defined in Section 19.1 of the Franchise Agreement.

Advertising Contributions to the Marketing Fund1

2% of monthly Gross Revenues

Within 5 days of the end of the previous calendar month

"Gross Revenues" are defined above under Royalty Fee. If we institute an Advertising Contribution, at our option, you must pay a continuing monthly Advertising Contribution.

Regional Cooperative Advertising2

As determined by the Cooperative (not more than 2% of monthly Gross Revenues)

Within 5 days of the end of the previous calendar month

When Cooperatives have been established, Company-owned units will have the same voting power as Franchise units. Payments to the Cooperative are credited against any Local Advertising requirements.

LA Boxing Products1

As set by us or our Affiliate

Immediately upon receipt of invoice or as otherwise arranged

You must purchase the LA Boxing Products from us or from an approved source we designate and license.

Training Fees1 As set by us or our Affiliate

Immediately upon receipt of invoice

Any Initial Training required for new Managers, or refresher training programs or seminars we offer or 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 Assistance1

As set by us or our Affiliate

Immediately upon receipt of invoice

If you request, we will furnish non-routine guidance and assistance to deal with your unusual or unique operating problems at reasonable per diem fees, charges and out-of-pocket expenses we establish.

Insurance Coverage1

Cost of the insurance, interest on the monies we advance and a reasonable fee

Immediately upon receipt of invoice

If you fail to maintain the insurance required by the LA Boxing Franchise Agreement, we may obtain the required insurance and charge you the cost of the insurance, interest on the monies we advance and a reasonable fee for our efforts.

Reimbursement of Audit Costs1

Actual cost to us Immediately upon receipt of invoice

We have the right to have an audit made of your records and conduct a physical inventory. If any inspection 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 upon receipt of invoice

If you do not satisfy your obligations under the LA Boxing Franchise Agreement, we may perform your obligations for you. You must reimburse us for our costs in performing your obligations.

Renewal Fee1 None At the time you exercise the option

You must sign a new LA Boxing Franchise Agreement, but there will not be an Initial Franchise Fee

Transfer Fee1 $10,000 At the time of transfer

Upon a transfer, you or your personal representative or 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, 5

Manuals 1 Manual upon receipt of invoice

a replacement copy will be loaned to you at a fee of $250 for each Manual. A partial loss or failure to update any Manual is considered a complete loss.

Interest on Late Payments1

The lesser of: (i) 18% per annum; or (ii) the maximum rate of interest permitted by law.

Immediately upon receipt of invoice

Although each failure to pay monies when due is an Event of Default, to encourage prompt payment and to cover the costs involved in processing late payments, if any payment under the LA Boxing Franchise Agreement or any other agreement between us and you is overdue for any reason, 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 upon receipt of invoice

In addition to interest on overdue amounts, you must pay a late charge for each payment that is more than 5 days overdue to cover our administrative costs in dealing with the late payment.

Liquidated Damages for Sale of Prohibited Products or Services 1 and 3

$100 per day that unauthorized products or services are offered

Immediately upon receipt of invoice

The offer to sell or the sale of unauthorized or prohibited products and services will result in damages to us, for those damages you must pay $100 for each day of the prohibited offer or sale.

Liquidated Damages for Premature Termination 1and

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A lump sum equal to the total of all Royalty Fees and Advertising Contributions for 36 months

Immediately upon receipt of invoice

This amount is due if you default under your LA Boxing Franchise Agreement in lieu of us having to sue and prove its actual damages.

Indemnification1 Actual cost to us Immediately upon receipt of invoice

You indemnify and hold us harmless from all damages (including reasonable attorneys' fees and costs, even if incident to appellate, post-judgment or bankruptcy 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 Costs1

Actual cost to us Immediately upon receipt of invoice

If any arbitration, legal action or other proceeding is begun for the enforcement of your LA Boxing Franchise 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.

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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 INVESTMENTITEM 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 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.

Expense Amount Method ofPayment

When DueTo Whom

Payment Is ToBe Made

Initial Franchise Fee1

$25,000 Lump Sum On signing the Franchise Agreement

Us

Misc. Supplies 2 $500 Lump sum Before opening SuppliersOpening Inventory3

$10,000 Lump sum Before opening Suppliers

Insurance4 $350 to $500 Monthly Before opening Insurer

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Expense Amount Method ofPayment

When DueTo Whom

Payment Is ToBe Made

Printing andSignage5

$12,000 Lump sum Before opening Suppliers

Office Equipment/P.O.S.System6

$3,500 Lump Sum Before opening Suppliers

Rent/Security Dep7

$18,000 to $20,000

Lump sum As required Landlord

Initial Advertising $7,500 As Incurred As required SuppliersLeasehold Improvements 9a

$19,000 to$24,000

As Incurred Before beginning business Various contractors/Suppliers

Architect Fee 9b $5,000 Lump Sum Before Opening Architect Leased Equipment10a

$1,800 to $2,500

Monthly Before Opening Suppliers

Equipment10b $32,000 Lump Sum Before beginning business SuppliersUtilities Deposits11 $750 As Incurred As required SuppliersLicenses andPermits12

$2,000 to $3,000

Lump sum As required Governmental Agencies

Legal Review13 $1,500 to$2,000

Lump Sum Before beginning business Attorney

Travel, Lodging,Meals, Etc. forInitial Training14

$3,500 to $5,000

As Incurred As required Suppliers

Additional Funds15

(3 months)

$35,000 As Incurred During the first 3 months of operation

Third Parties

Miscellaneous Start-Up Costs16

$3,000 As Incurred During the first 3 months of operation

Third Parties

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 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

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$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 beginning business. 14 TL&M You must pay for all out-of-pocket expenses, workers' compensation insurance and all

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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 SERVICESITEM 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

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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 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.

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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 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.

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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 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.

Obligation Section In Agreement(1) Item In Franchise Disclosure Document

a. Site selection and acquisition/lease

Section 4.1 ITEMS 6, 7, 8 and 11.

b. Pre-opening purchases/leases

Sections 4.1, 4.2, 4.3, 4.4, 4.8, 4.9, 4.11, 4.12, 4.14 and 4.15

ITEMS 5, 7, 8 and 11.

c. Site development and other pre-opening requirements

Sections 4.1, 4.2, 4.3, 4.4 and 4.9 ITEMS 5, 7, 8 and 11.

d. Initial and ongoing training

Sections 2.7, 2.8, 2.10 and 2.11(j) ITEMS 6, 7, 8 and 11.

e. Opening Section 4.4 ITEMS 7, 8 and 11.f. Fees ARTICLE 3 and Sections 2.7(a),

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)

ITEMS 5, 6 and 7.

g. Compliance with standards and policies/Operating Manual

Sections 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.13, 4.14, 4.15, 4.16, 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

ITEMS 8, 11 and 14.

h. Trademarks and proprietary information

ARTICLES 5, 6 and 14 ITEMS 13 and 14.

i. Restrictions on products/services offered

Sections 4.5, 4.7, 4.10, 4.11, 4.12 ITEMS 8 and 16.

j. Warranty and customer service requirements

Sections 4.7, 4.17 ITEM 8.

k. Territorial development and sales quotas

Section 4.25 ITEM 12.

l. Ongoing product/service purchases

Sections 4.10, 4.11 and 4.12 ITEMS 6 and 8.

m. Maintenance, appearance and remodeling requirements

Sections 4.1, 4.2, 4.3, 4.6 and 4.21 ITEMS 6, 7 and 8.

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/ management/staffing

Sections 4.9 ITEMS 6 and 15.

r. Records and reports ARTICLE 8 ITEM 8.s. Inspections and audits ARTICLE 8 ITEMS 6, 8 and 11.

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Obligation Section In Agreement(1) Item In Franchise Disclosure Document

t. Transfer ARTICLE 11 ITEMS 6 and 17.u. Renewal Section 17.2 ITEMS 6 and 17.v. Post-termination obligations

ARTICLE 13 ITEM 17.

w. Non-competition covenants

ARTICLE 14 ITEM 17.

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

EXCEPT AS LISTED BELOW, WE ARE NOT REQUIRED TO PROVIDE YOU WITH ANY ASSISTANCE.

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.]

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(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 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."

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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 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

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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 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.

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(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.]

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

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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 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

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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 ManualTable of Contents

INTRODUCTION........................................................................................................................................................................................1

I. FRANCHISEE APPOINTMENT AND TRAINING..............................................................................................................................2

A. QUALIFICATIONS.............................................................................................................................................................................2B. HUMAN RESOURCES................................................................................................................................................................2C. OWNER TRAINING...........................................................................................................................................................................2D. INTRO TO INSTRUCTOR TRAINING....................................................................................................................................................3E. INTRO TO SALES TRAINING.............................................................................................................................................................4

II. FRANCHISEE CONDUCT AND BUSINESS OPERATIONS............................................................................................................5

A. LA BOXING CODE OF ETHICS.........................................................................................................................................................5B. FITNESS INDUSTRY...................................................................................................................................................................7C. CONFIDENTIAL INFORMATION........................................................................................................................................................17D. EMPLOYEES OR INDEPENDENT CONTRACTORS.............................................................................................................................17E STATE AND FEDERAL LAWS..................................................................................................................................................18F. OFFICE REQUIREMENTS...............................................................................................................................................................18

III. USE OF LA BOXING MATERIALS AND SOFTWARE................................................................................................................19

A. LA BOXING TRADE NAME AND TRADEMARKS................................................................................................................................19B. LA BOXING MARKETING MATERIALS AND PUBLICATIONS..............................................................................................................21C. MEMBERSHIP TRACKING...............................................................................................................................................................21D. STANDARDS FOR INTERNET PRESENCE........................................................................................................................................22

IV. LA BOXING MEMBER ACCOUNTING..........................................................................................................................................24

A. RECORD KEEPING........................................................................................................................................................................24B. GENERATING NEW MEMBERSHIPS................................................................................................................................................25

1 New LA Boxing Member Accounts.............................................................................................................................................252. Types of LA Boxing Memberships; Fee Structures....................................................................................................................273. Receiving Transferred or Merged Memberships........................................................................................................................30

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4. Changing Account Information....................................................................................................................................................305. Dispute Resolution……………...................................................................................................................................................31

C. SERVICING EXISTING ACCOUNTS..................................................................................................................................................331. Submitting Membership to ASF..................................................................................................................................................332. Tracking Transactions................................................................................................................................................................363. Co-op Advertising………............................................................................................................................................................364. Reversing or Adjusting Transactions..........................................................................................................................................375. Collection of Cash Fees..............................................................................................................................................................38

D. TERMINATION OF MEMBER ACCOUNTS..........................................................................................................................................391. Deletion of Member Accounts.....................................................................................................................................................402. Transferring Accounts to Another Area......................................................................................................................................40

E. ELECTRONIC BANKING...........................................................................................................................................................41F. TRANSFER OF ACCOUNTS.....................................................................................................................................................42

V. CUSTOMER SERVICE AND FRANCHISEE DISPUTES................................................................................................................45

A. CONTACTING LA BOXING .............................................................................................................................................................45B. FRANCHISEE DISPUTES............................................................................................................................................................45

VI. CORPORATE SALES.........................................................................................................................................................................49

A. DEFINITION OF ACCOUNTS....................................................................................................................................................49 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 ordinance compliance issues, hiring employees, and other operational issues, etc.) and the time when you receive and complete satisfactorily Initial Training.

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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  

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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 ProgramTUESDAY Item Professional9:00 - 9:30 General Overview & Company History Don Michael9:30 - 10:00 GM Responsibilities and Mindset Don Michael

10:00 - 10:45 Introduction to the President  Anthony Geisler10:45 - 11:00 Break11:00 - 12:00 Psychology of Sales Don Michael12:00 - 1:00 Lead Generation Don Michael1:00 - 2:00 Lunch  2:00 - 3:00 How to give a Proper Tour Don Michael3:00 - 4:00 Scripts Don Michael4:00 - 4:15 Break4:15 – 6 pm Shadow Sales Process in Club Don Michael

WEDNESDAY Item Professional9:00 - 9:30 Recap of Prior Day Don Michael9:30 - 10:45 Objection Handling Don Michael10:45 - 11:00 Break  11:00 - 2:00 Instructor Training in Club Benji Radach2:00 - 3:00 Lunch3:00 - 4:00 PT and Post Sale Don Michael4:00 - 4:15 Break  4:15 - 6:00 Shadow Sales Process in club Don Michael

THURSDAY Item Professional9:00 - 9:45 What to do When Prospect Does not Sign Don Michael9:45 - 10:45 Presale / Grand Opening Don Michael10:45 - 11:00 Break Carl Schirtzer11:00 - 11:30 Apparel & Accessories Dawn Kelly11:30 - 12:00 marketing Keith Williams12:00 - 1:00 Club Operations Don Michael1:00 - 2:00 Final Exam

LA Boxing Instructor Training

TUESDAY Item Professional9:00 - 9:30 am Introduction & Orientation Benji Radach9:30- 10:00 Instructor Responsibilities Benji Radach10 - 10:30 Introduction to President Anthony Geisler10:30 – 10:45 Break10:45 – 11:45 Boxing Class Breakdown & Notes Benji Radach11:45 – 12:45 Lunch Break

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12:45 - 1:15 Stretching & Wrapping Hands Properly Benji Radach1:15 - 2:15 Boxing Class From Director of Instructor Training Benji Radach2:15 – 2:45 Questions and Class Review Benji Radach2:45 - 3:00 Break

3:00 – 4:00Pad Work & Learn Boxing Number System of Strikes Benji Radach

4:00 – 5:00 Instructor Teaches Boxing Class

5:00 – 5:15 Evaluation of Class Taught Benji Radach

WEDNESDAY Item Professional9:00 - 9:30 Morning Stretch & Hand Wrapping Review Benji Radach9:30 - 10 Kickboxing Class Break Down & Notes Benji Radach10 - 10:15 Break10:15 – 11:45 1 Minute Active Rest Exercises & Circuit Training Benji Radach11:45 – 12:45 Lunch Break

12:45 - 1:45Take Kickboxing Class from Director of Instructor Training Benji Radach

1:45 - 2:45 Take Class from Instructor Benji Radach2:45 - 3:00 Break

3:00 – 4:00Pad Work & Learn Kickboxing Number System of Strikes Benji Radach

4:00 – 5:00 Instructor Teaches Kickboxing Class Benji Radach

5:00 – 5:15 Evaluation of Class Benji Radach

THURSDAY Item Professional9:00 - 9:30 Stretch & Hand Wrapping Review Benji Radach

9:30 – 10:30Pad Work (Boxing & Kickboxing using Number System of Strikes Benji Radach

10 ;30 - 10:45 Break

10:45 - 11:30

Private Lesson Overview, Initial Client Assessment, Client goal Assessment, Example of Personal Training Session Benji Radach

11:30 – 12:00Different Kinds of Personal Training Depending on Client Goal Assessment Benji Radach

12:00 – 1:00 Lunch Break

1:00 - 2:00Teach Private Sessions on Each Other or Other Members Benji Radach

2:00 - 2:45

Technique on Boxing, Kickboxing & Flashy fun Moves to Make Class More Interesting (one move per class taught) Benji Radach

2:45 – 3:00 Break

3:00 - 3:45

Overview of Instructors Training course and Time to Answer Questions of Techniques, Ideas, Drills & Running Class Benji Radach

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3:45 – 4:45 Sparring & Fight Club Overview Benji Radach

4:45 – 5:15Kids Class/Adult Class Differences, Certifications and Pictures Benji Radach

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.

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ITEM 12 - TERRITORYITEM 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.

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

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REPRESENTATION (SEE ITEM 19) AND DOES NOT INFER THAT YOU WILL EXPERIENCE GROSS REVENUES OF ANY PARTICULAR LEVEL.

ITEM 13 - TRADEMARKS 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 RegistrationDate Number

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

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.

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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 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 ITEM 14 - PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

PATENTS

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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 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

29

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

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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 ITEM 17 - RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION 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.

ProvisionSection in

Franchise Agreement Summarya. 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 of the term

Section 17.21 You have the right to renew for an unlimited number of additional terms of 10 years each, if you meet the requirements for renewal.

c. Requirements for you to renew or extend

Sections 17.2 and 17.3(1) 1. You must give us written notice of your intention to 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;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; and8. 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

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ProvisionSection in

Franchise Agreement Summarywithin 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 without cause

None None

f. Termination by us with cause2

Sections 12.2, 12.3 and 12.4 We may only terminate your Franchise Agreement with cause.

g. "Cause" defined – defaults which can be cured

Section 12.4 Any default other than those specified in Sections 12.2 and 12.3 of your Franchise Agreement may be cured within 30 days of written notice from us of the default.

h. "Cause" defined – defaults which cannot be cured3

Sections 12.2 and 12.3 The following defaults may not be cured:1. Violation of environmental laws;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; 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

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ProvisionSection in

Franchise Agreement Summary24. Three or more notices of default for same or similar default during any 12 consecutive months.

i. Your obligations on termination/nonrenewal

Sections 14.1(b), 15.2ARTICLES 6 and 134

You must: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; and12. Pay us liquidated damages.

j. Assignment of contract by us

Section 11.1 There are no restrictions on our right to assign our 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 definition

Sections 11.2, 11.3 and 11.4 Transfer means any sale, assignment, transfer, 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 transfer by you

Sections 11.2 and 11.3 We have the right to approve or disapprove of any transfers.

m. Conditions for our approval of transfer

Sections 11.2 and 11.3 1. We do not exercise our right of first refusal;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;

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ProvisionSection in

Franchise Agreement Summary9. The transferee must renovate your LA Boxing Franchise as we specify;10. The transferee must properly assume all your obligations, including your lease;11. The transferee must successfully complete Initial Training ; and12. We must approve of the proposed terms of sale or other factors involved in the transfer.

n. Our right of first refusal to acquire your business

Section 11.6 We have the option to purchase on the same terms as contained in the Offer. We will give you written notice of election within 30 days after our receipt of the Offer notice and all required information.

o. Our option to purchase your business

Section 13.4 We have the right (but not the duty), exercisable upon 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 disability

Section 11.4 You or your representative must:1. Provide a replacement manager satisfactory to us; and2. 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 covenants during the term of the franchise

Subsection 14.1(b)(i) You must not:1. Influence any Business Associate of us to modify its relationship with us;2. Have any involvement with any Competitive Business; or3. Interfere with our business or any of our other LA Boxing Franchisees.

r. Non-competition covenants after the franchise is terminated or expires4

Subsection 14.1(b)(ii) You must not, for 24 months after the end of your Franchise Agreement:1. Influence any Business Associate of us to modify its 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 agreement

Sections 6.3, 14.1(d), 20.1 and 20.2

Your Franchise Agreement must not be modified without the consent of both you and us except:1. We may change the contents of the Manuals;2. We may modify the System; and3. A court may modify any provision of your Franchise Agreement in accordance with applicable law.

t. Integration/merger clause

Sections 16.5(A) and 20.14 Only the terms of the LA Boxing Franchise Agreement are binding (subject to state law). Any other promises may not be enforceable.

u. Dispute resolution by arbitration or mediation

ARTICLE 18 All disputes must be resolved first by mediation and, if mediation is not successful, then by arbitration except claims involving:1. The Proprietary Property;2. Any lease or sublease of real property;

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ProvisionSection in

Franchise Agreement Summary3. Your obligations upon termination or expiration of your Franchise Agreement;4. Any transfers;5. Matters involving claims of danger, health or safety; and6. Requests for restraining orders, injunctions or similar procedures.

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

35

decisions limiting our ability to restrict your activity after the LA Boxing Franchise Agreement has ended.

ITEM 18 - PUBLIC FIGURES 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 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 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 ITEM 20 - LIST OF OUTLETS

LA BOXING SYSTEMWIDE OUTLET SUMMARY FOR YEARS 2006 to 2008

Table No. 1Systemwide Outlet Summary

For Years 2006 to 2008

Column 1

Outlet Type

Column 2

Year

Column 3

Outlets at theStart of the Year

Column 4

Outlets at theEnd of the Year

Column 5

Net Change

Franchised 2006 13 28 +152007 28 37 +92008 37 116 +79

Company-Owned

2006 0 0 02007 0 0 02008 0 0 0

Total Outlets 2006 13 28 +152007 28 37 +9

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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

State*

Column 2

Year

Column 3

Number of TransfersAZ 2006 0

2007 02008 0

CA 2006 02007 02008 0

CT 2006 02007 02008 0

CO 2006 02007 12008 1

FL 2006 02007 02008 1

GA 2006 02007 02008 0

IL 2006 02007 02008 0

KY 2006 02007 02008 1

MA 2006 02007 02008 0

NV 2006 02007 02008 0

NJ 2006 02007 02008 0

NM 2006 02007 02008 0

NY 2006 02007 02008 0

NC 2006 02007 02008 0

OR 2006 02007 0

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2008 0TX 2006 0

2007 02008 0

UT 2006 02007 02008 0

VA 2006 02007 02008 0

PR 2006 02007 02008 0

Total 2006 02007 12008 3

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Table No. 3

Status of Franchised OutletsFor years 2006 to 2008

Col. 1

State*

Col. 2

Year

Col. 3

Outlets at Startof Year

Col. 4

OutletsOpened

Col. 5

Termina-tions

Col. 6

Non-Renewals

Col. 7

ReacquiredBy

Franchisor

Col. 8

CeasedOpera-tions-Other

Reasons

Col. 9

Outlets at End of

the Year

AZ 2006 0 1 0 0 0 0 12007 1 0 0 0 0 0 12008 1 0 0 0 0 0 1

CA 2006 2 2 0 0 0 0 42007 4 7 0 0 0 0 112008 11 4 0 0 0 0 15

CT 2006 0 1 0 0 0 0 12007 1 0 0 0 0 0 12008 1 0 0 0 0 0 1

CO 2006 2 0 0 0 0 0 22007 2 1 0 0 0 0 32008 3 1 0 0 0 0 4

FL 2006 1 1 0 0 0 0 2

2007 2 0 0 0 0 0 22008 2 0 0 0 0 1 1

DC 2006 0 0 0 0 0 0 02007 0 0 0 0 0 0 02008 0 1 0 0 0 0 1

GA 2006 0 0 0 0 0 0 02007 0 3 0 0 0 0 32008 3 0 0 0 0 0 3

IL 2006 0 0 0 0 0 0 02007 0 0 0 0 0 0 02008 0 3 0 0 0 0 3

IN 2006 0 0 0 0 0 0 02007 0 0 0 0 0 0 02008 0 1 0 0 0 0 1

KY 2006 0 0 0 0 0 0 02007 0 1 0 0 0 0 12008 1 0 0 0 0 1 0

MA 2006 0 0 0 0 0 0 02007 1 0 0 0 0 0 12008 1 0 1 0 0 0 0

MD 2006 0 0 0 0 0 0 02007 0 0 0 0 0 0 02008 0 1 0 0 0 0 1

NV 2006 0 2 0 0 0 0 22007 2 0 0 0 0 0 22008 2 0 0 0 0 0 2

NJ 2006 0 2 0 0 0 0 22007 2 1 0 0 0 0 3

39

2008 3 3 0 0 0 0 6NM 2006 0 0 0 0 0 0 1

2007 0 0 0 0 0 0 12008 1 0 0 0 0 0 1

NY 2006 0 1 0 0 0 0 12007 1 1 0 0 0 0 22008 2 0 0 0 0 0 2

NC 2006 0 0 0 0 0 0 02007 0 0 0 0 0 0 02008 0 2 0 0 0 0 2

OK 2006 0 0 0 0 0 0 02007 0 0 0 0 0 0 02008 0 1 0 0 0 0 1

OR2006 0 0 0 0 0 0 02007 0 1 0 0 0 0 12008 1 0 0 0 0 0 1

TX2006 0 2 0 0 0 0 22007 2 2 0 0 0 0 42008 4 1 0 0 0 0 5

UT2006 0 0 0 0 0 0 02007 0 1 0 0 0 0 12008 1 0 0 0 0 0 1

VA2006 0 1 0 0 0 0 12007 1 1 0 0 0 0 22008 2 4 0 0 0 0 6

PR2006 0 0 0 0 0 0 02007 0 1 0 0 0 0 12008 1 1 0 0 0 0 2

Total 2006 13 15 0 0 0 0 282007 28 9 1 0 0 0 372008 37 26 0 0 0 2 61

Table No. 4

Status of Company-Owned Outlets

40

For Year 2006 to 2008

Col. 1

State

Col. 2

Year

Col. 3

Outlets at Start of the

Year

Col. 4

OutletsOpened

Col. 5

OutletsReacquired

FromFranchisee

Col. 6

OutletsClosed

Col. 7

OutletsSold to

Franchisee

Col. 8

Outlets atEnd of the

Year

No Company

-owned outlets

2006 0 0 0 0 0 02007 0 0 0 0 0 02008 0 0 0 0 0 0

Totals 2006 0 0 0 0 0 02007 0 0 0 0 0 02008 0 0 0 0 0 0

Table No. 5

Projected Openings As Of December 31, 20081

Column 1

State*

Column 2

FranchiseAgreements SignedBut Outlet NotOpened

Column 3

Projected NewFranchised Outlets InThe Next Fiscal Year

Column 4

Projected New Company-Owned Outlets In the NextFiscal Year

AZ 2 1 0CA 18 2 0CT 1 0 0CO 7 0 0FL 1 2 0GA 7 0 0IL 1 6 0

MA 1 0 0NV 2 0 0NJ 4 1 0NY 0 1 0NC 1 1 0OR 1 0 0TX 2 1 0VA 4 2 0PR 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.

41

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) 367-7495Louis Zamudio 3335 College Park Dr Ste 200 Conroe, Texas 77384, telephone: (832) 279-7575Wayne 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 STATEMENTSITEM 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 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 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.

42

EXHIBIT A -LIST OF STATE ADMINISTRATORSEXHIBIT A -LIST OF STATE ADMINISTRATORSAND AGENTS FOR SERVICE OF PROCESSAND AGENTS FOR SERVICE OF PROCESS

STATE STATE ADMINISTRATORAGENT FOR SERVICE OF

PROCESSCALIFORNIA California Commissioner of

CorporationsDepartment of Corporations1350 Front Street, Room 2034San Diego, CA 92101(866) 275-2677(619) 525-4233

California Commissioner of CorporationsDepartment of Corporations1350 Front Street, Room 2034San Diego, CA 92101

HAWAII Business Regulation DivisionSecurities ComplianceDepartment of Commerce and Consumer Affairs1010 Richards StreetHonolulu, HI 96813(808) 586-2727

Director of Hawaii Department of Commerce and Consumer Affairs1010 Richards StreetHonolulu, Hawaii 96813

ILLINOIS Illinois Attorney General500 S. Second StreetSpringfield, IL 62706(217) 782-4465

Illinois Attorney General500 South Second StreetSpringfield, IL 62706

INDIANA Indiana Secretary of StateSecurities DivisionRoom E-11302 West Washington StreetIndianapolis, IN 46204(317) 232-6681

Indiana Secretary of State201 State HouseIndianapolis, IN 46204

MARYLAND Office of the Attorney GeneralSecurities Division200 St. Paul PlaceBaltimore, MD 21202(410) 576-7042

Maryland Securities Commissioner200 St. Paul PlaceBaltimore, MD 21202

MICHIGAN Franchise AdministratorConsumer Protection DivisionAntitrust and Franchise UnitMichigan Department of Attorney General670 Law BuildingLansing, MI 48913(517) 373-7117

Michigan Department of Commerce, Corporations and Securities Bureau6546 Mercantile WayP.O. Box 30222Lansing, MI 48910

MINNESOTA Franchise ExaminerMinnesota Department of Commerce85 7th Place East, Suite 600 St. Paul, MN 55101-3165(612) 296-6328

The Commissioner of Commerce of MinnesotaDepartment of Commerce85 7th Place East, Suite 600St. Paul, MN 55101

NEW YORK Bureau of Investor Protection and SecuritiesNew York State Department of Law23rd Floor120 BroadwayNew York, NY 10271(212) 416-8211

Secretary of State of the State of New York162 Washington AvenueAlbany, NY 10271

NORTH DAKOTA Franchise Examiner North Dakota Securities

43

Office of Securities Commissioner600 East Blvd., 5th FloorBismarck, ND 58505(701) 328-4712

CommissionerState CapitolBismarck, ND 58505

OREGON Department of Consumer and Business ServicesLabor and Industries BuildingSalem, Oregon 97310(503) 378-4140

Department of Consumer and Business ServicesLabor and Industries BuildingSalem, Oregon 97310(503) 378-4140

RHODE ISLAND Chief Securities ExaminerDivision of Securities233 Richmond St., Ste. 232Providence, RI 02903-4232(401) 277-3048

Director of Rhode Island Department of Business RegulationSuite 232233 Richmond StreetProvidence, RI 20903-4232

SOUTH DAKOTA Franchise AdministratorDivision of Securities118 West CapitalPierre, SD 57501-5070(605) 773-4013

Director of South Dakota Division of Securities118 West Capitol StreetPierre, SD 57501-2017

VIRGINIA Chief ExaminerState Corporate CommissionDivision of Securities and Retail Franchising1300 E. Main St., 9th FloorRichmond, VA 23219(804) 371-9051

Clerk of the State Corporation Commission1300 East Main StreetRichmond, VA 23219

WASHINGTON AdministratorDepartment of Financial InstitutionsSecurities DivisionP.O. Box 9033Olympia, WA 98507-9033(360) 902-8760

Director of Washington Financial InstitutionsGeneral Administration BuildingSecurities Division – 3rd Floor West210-11th Street SWOlympia, WA 98504

WISCONSIN Franchise AdministratorDivision of SecuritiesDepartment of Financial InstitutionsP.O. Box 1768Madison, WI 53701(608) 266-8559

Commissioner of Securities of Wisconsin101 East Wilson StreetMadison, WI 53702

FEDERAL TRADE COMMISSION

Franchise Rule CoordinatorDivision of Marketing PracticesBureau of Consumer ProtectionPennsylvania Avenue at 6th Street NWWashington, D.C. 20580(202) 326-3128

EXHIBIT B –REGISTRATION STATE ADDENDAEXHIBIT B –REGISTRATION STATE ADDENDATO FDD AND FRANCHISE AGREEMENTTO FDD AND FRANCHISE AGREEMENT

CALIFORNIA ADDENDUM TOCALIFORNIA ADDENDUM TOFRANCHISE 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 44

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 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.

45

EXHIBIT C - LA BOXING FRANCHISE AGREEMENTEXHIBIT C - LA BOXING FRANCHISE AGREEMENT

46

EXHIBIT D - LA BOXING FRANCHISEESEXHIBIT 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 (Red is not opened)

Address (**non-store addresses are highlighted**)

City ST Zip Store Phone Owner(s) Owner(s) Phone

1. Ahwatukee 4825 E. Warner Road Phoenix AZ 85044 (480) 496-4269

Mark Palazuelos/ Allen Shellenberger

/Jason Bress

M.P (626) 215-4270/ A.S. (213) 618-2535/ J.B. (714)

420-4342

2. Scottsdale 4825 E. Warner Road Phoenix AZ 85044 n/a Mark Palazuelos (626) 215-4270

3. Tucson14435 South 48th Street

1096 Phoenix AZ 85044 n/aLowell Amparan / Durl

StephensL.A. (623) 693-1327 / D.S.

(480) 275-2960

4. Bakersfield 23480 Meadow View Ct Tehachapi CA 93561 n/a Michael Marcyes (310) 227-3769

5. Brentwood 6842 Lone Tree Way Brentwood CA 94513 (925) 634-BOX1 Joseph Garcia (925) 813-0382

6. Carlsbad 2622-A El Camino Real Carlsbad CA 92008 (760) 720-2269

Richard Montano/Nicole

MontanoR.M. (760) 224-6777/ N.M. (760) 224-9476

7. Chula Vista 14843 Edon Mills Place San Diego CA 92131 n/a Diane Chevalier (619)850-6511

8. Corona 2117 Springfield Circle Corona CA 92879 n/aVincent Pacleb/Lee

(Andy) EglestonV.P. (310)938-8443/ L.E.

(951) 283-5113

9. Costa Mesa 103 East 17th St, Suite 1 Costa Mesa CA 92627 (949) 642-KBOX Sean McCully (714) 865-5425

10. Cypress1999 Signal Temple Ave.,

Unit B Signal Hill CA 90755 n/a Jay Alfonso (714) 471-1995

11. Dana Point 2549B East Bluff Dr. #273

Newport Beach CA 92660 n/a Jason Neu (949) 510-6485

12. Encinitas 1821 Magnolia Ct. Oceanside CA 92054 n/a Richard Montano (760) 224-6777

13. Fresno1504 E. Champlain Dr.,

Suite 101 Fresno CA 93720 (559) 434-7BOX Penny McCann (530) 320-0386

14. Fullerton 720 N. Harbor Blvd. Fullerton CA 92832 (714) 870-6489 Jeff Lichtenstein (818) 359-1797

15. Garden Grove 25003 N. Riverwalk Ln

Stevenson Ranch CA 91381 n/a Jeff Lichtenstein (818) 359-1797

16. Hollywood 25003 N. Riverwalk Ln

Stevenson Ranch CA 91381 n/a

Jeff Lichtenstein/Sean Riley

J.L. (818) 359-1797 / S.R. (949) 302-4366

17. Huntington Beach 25003 N. Riverwalk Ln

Stevenson Ranch CA 91381 n/a Jeff Lichtenstein (818) 359-1797

18. Huntington Beach 870 N. Tustin Orange CA 92867 n/a Bryson Miller (951) 757-8508

19. Irvine 26423 PortolaMission

Viejo CA 92692 n/a Khaled Trabulsi (866) 319-7590

20. Laguna Niguel 23970 Aliso Creek Rd

Laguna Niguel CA 92677 (949) 362-1464 Jeff Lichtenstein (818) 359-1797

21. Lake Forest 24320 Swartz Drive Lake Forest CA 92630 (949) 859-4269 Rob Mosier (949) 470-0857

22. Long Beach 25003 N. Riverwalk Ln

Stevenson Ranch CA 91381 n/a Jeff Lichtenstein (818) 359-1797

23. Marina Del Rey 3329 Harvey Way Lakewood CA 90713 n/a Michael Lee (213) 215-0856

47

24. Orange 870 N. Tustin Orange CA 92867 (714) 633-5269Phllip Cruz/ Bryson

MillerP.C. (714) 351-9095 / B.M. (951) 757-8508

25. Pacific Beach 13859 Pasco Cardiel San Diego CA 92129 n/a Jeff Allen (858) 780-1874

26. Rancho Cucamonga

1999 Signal Temple Ave., Unit B Signal Hill CA 90755 n/a Jay Alfonso (714) 471-1995

27. Rancho Santa Margarita 22672 Waterway Lane Lake Forest CA 92630 n/a

Rob Moiser / Holly Moiser (949)470-0857

28. Roseville 1540 Elk Ravine Way Roseville CA 95661 n/aCorina Reichstein / Derek Reichstein

C.R. (916) 799-0188 / D.R. (408) 640-8022

29. Sacramento

8241 Bruceville Rd, Suite 140 Sacramento CA 95823 (916) 688-5269

Becky Reaves / Marcus Reaves

B.R. (916) 505-4171 / (916) 505-2664

30. San Bruno 751 B Camino Plaza San Bruno CA 94066 (650) 589-8790

Robert Mendoza/ Antonio Damian /

Brandon Lee

R.M. (650)270-8430 / A.D. (650)270 / B.L.

(650)255-763431. San Clemente 5 Gala Court Aliso Viejo CA 92656 n/a David Weber (949) 290-1391

32. San Diego 14843 Edon Mills Place San Diego CA 92131 n/aDiane Chevalier / Donavan Brown

D.C. (619)850-6511 / D.B. (619) 787-7375

33. San Diego/RP

13179-3 Black Mountain Road San Diego CA 92129 (858) 484-7269

Ali Shetula / Wendy Shetula (760) 840-0878

San 34. Francisco 206 Palo Alto Ave.

San Francisco CA 94114 n/a Dennis Lee (415) 385-9430

35. San Jose 3469 E. McKee Road San Jose CA 95127 (408) 729-5269Celia Ojeda-Smith /

Penny McCannC.O. (209) 612-1616 / P.M. (530) 320 0386

36. San Marcos 1691 Melrose Dr. Suite 180 San Marcos CA 92078 (760) 798-0966

Richard Montano / Nicole Montano (760) 224-6777

37. San Mateo 751 B Camino Plaza San Bruno CA 94066 n/a

Robert Mendoza/ Antonio Damian /

Brandon Lee

R.M. (650)270-8430 / A.D. (650)270 / B.L.

(650)255-7634

38. San Ramon

D.C. 22211 73rd St. E, Buckley, WA 98321 / R.F. 255 Berry St. Unit 321, San Francisco, CA 94158 San Ramon CA n/a

Daniel Coca / Rodney Freer

D.C. (562) 972-2139 / R.F. (415) 902-3249

39. Torrance 1431 Knox St. Suite 1200 Torrance CA 90501 (310) 618-1269 Kevin Dixon (310)465-8437

40. Tustin 1424 Mariners Dr.Newport Beach CA 92660 n/a Mark Brady (949) 400-3505

41. Valencia 25003 N. Riverwalk LnStevenson

Ranch CA 91381 n/a Jeff Lichtenstein (818) 359-1797

42. Yorba Linda 23701 La Palma Ave. Yorba Linda CA 92887 (714) 692-8269

Lisa Puckett / Dave Puckett / Jeff

Lichtenstein / Brian Brassil

L.P (949) 444-1245 / D.P. (949) 413-8104 / J.L.

(818) 359-1797

43. Aurora 5332 Talavero Place Parker CO 80134 n/a Mike Searls (303) 734-4269

44. Colorado Springs 5332 Talavero Place Parker CO 80134 n/a Mike Searls (303) 734-4269

45. Denver 1 5333 Talavero Place Parker CO 80134 n/a Mike Searls (303) 734-4269

46. Denver 2 5334 Talavero Place Parker CO 80134 n/a Mike Searls (303) 734-4269

47. Danver 3 5335 Talavero Place Parker CO 80134 n/a Mike Searls (303) 734-4269

48. Denver 4 5336 Talavero Place Parker CO 80134 n/a Mike Searls (303) 734-4269

48

49. Highlands Ranch 7824 Park Meadows Drive Lone Tree CO 80124 (303) 635-2269 Mike Searls (303) 734-4269

50. Littleton 8023 S Broadway Littleton CO 80122 (303) 734-4269 Mike Searls (303) 734-4269

51. Parker 17002 Mainstreet, Unit L Parker CO 80134 (303) 841-6269 Mike Searls (303) 734-4269

52. Westminster

10450 Towncenter Dr., Suite 200 Westminster CO 80021 (303) 439-8269 Mike Searls (303) 734-4269

53. Fairfield County 14 Emerson Point

New Rochelle,

NY CT 10801 n/aDominick Rizzo / Ramzey Prentiss

D.R. (646) 423-7498 / R.P. (917) `418-3128

54. Glastonbury 345 New London Turnpike Glastonbury CT 06033 (860) 652-8269 Beth Poland (860) 794-9100

55. Georgetown 1116 24th St NW Washington DC 20037 (202) 388-4269

Brian Sreniawski / Milind shah

B.S. (703) 340-4631 / M.S. (301) 802-3960

56. Wintersprings (Orlando)

1425 Tuskawilla Road Ste. 209

Winter Springs FL 32708 (407) 696-9269

Tate Marshall / Nancy Marshall

T.M. (703) 350-7914 / N.M. (703) 395-9992

57. Kennesaw1570 Holcomb Bridge Rd,

Suite 410Roswell-

Alpharetta GA 30076 n/a Valdimir Lerner (770) 885-7422

58. Marietta 2800 Canton Rd., Suite

2000 Marietta GA 30066 (770) 926-5269 Vladimir Lerner (770) 885-7422

59. Peachtree City 303 Kelly Drive, Suites 8 & 9

Peachtree City GA 30269 (404) 522-6956 John Deters (770) 238-2085

60. Roswell-Alpharetta

1570 Holcomb Bridge Rd, Suite 410

Roswell-Alpharetta GA 30076 (678) 639-7269 Vladimir Lerner (770) 885-7422

61. Atlanta 1330 North Peachtree

ParkwayPeachtree

City GA 30269 n/a John Deters (770) 238-2085

62. Atlanta 2330 North Peachtree

ParkwayPeachtree

City GA 30269 n/a John Deters (770) 238-2085

63. Atlanta 3330 North Peachtree

ParkwayPeachtree

City GA 30269 n/a John Deters (770) 238-2085

64. Atlanta 4330 North Peachtree

ParkwayPeachtree

City GA 30269 n/a John Deters (770) 238-2085

65. Atlanta 5330 North Peachtree

ParkwayPeachtree

City GA 30269 n/a John Deters (770) 238-2085

66. Atlanta 6330 North Peachtree

ParkwayPeachtree

City GA 30269 n/a John Deters (770) 238-2085

67. Chicago South Loop 8601 South Burnham Ave Chicago IL 60617 n/a

Jennifer Vaughn / Omar Rudaini

J.V. (773) 793-3990 / O.R. (708)351-5772

68. Chicago South Loop 10936 JoDan Dr. OakL Lawn IL 60453 n/a Omar Rudaini (708)351-577269. Downtown Chicago 10936 JoDan Dr. OakL Lawn IL 60453 n/a Omar Rudaini (708)351-5772

70. Naperville1995 Springbrook Square

Dr.Suite 107 Naperville IL 60564 (630) 416-4269 Jim Tsoutsouris(708) 466-6542/(708) 246-

8985

71. Oak Brook

1600 w. 16th Street (16th and Kingery Highway) Oak Brook IL 60523 (630) 572-8269 Omar Rudaini (708) 351-5772

72. Oaklawn 10936 JoDan Dr. OakL Lawn IL 60453 n/a Omar Rudaini (708)351-577273. Orland Park 16100 S. LaGrange Road Orland Park IL 60467 (708) 226-5229 Omar Rudaini (708) 351-577274. Schaumburg 10936 JoDan Dr. OakL Lawn IL 60453 n/a Omar Rudaini (708)351-577275. Wrigleyville 10936 JoDan Dr. OakL Lawn IL 60453 n/a Omar Rudaini (708)351-5772

76. Merrillville 5206 E. 81st Ave. Merrillville IN 46410 (219) 947-2269Paul Vale / Danielle

ValeP.V. (219) 406-4100 / D.V. (219) 477-1924

49

77. North Attleboro 40 Cumberland Plaza

North Attleboro MA 02760 (508) 399-9269 Robert McDonnell (508) 553-0559

78. Rockville 192A Halpine Road RockvilleMD 20852 (301) 881-4269

Brian Sreniawski / Milind shah

B.S. (703) 340-4631 / M.S. (301) 802-3960

79. Cary 935 North Harrison Ave. Cary NC 27513 (919) 460-1896Mona Johnson /

William Glenn TaylorM.J. (910) 476-1400 / W.T. (910) 723-1141

80. Durham1125 W NC 54 Hwy. Ste

601-604 Durham NC 27701 n/a Joanne kroll (207) 273-3358

81. Raleigh 7677 Wilkins Dr. Fayetteville NC 28311 n/aMona Johnson /

William Glenn TaylorM.J. (910) 476-1400 / W.T. (910) 723-1141

82. Cherry Hill 1615 Kings Highway Cherry Hill NJ 08034 (856) 428-8269 LouAnn Evans (609) 338-8192

83. Florham Park 186 Columbia Turnpike

Florham Park NJ 07932 (973)593-9269 Dave Cahill (201) 446-7896

84. Hoboken 316 Sinatra Dr Hoboken NJ 07030 (201) 332-4269Richard Van Houten /

Marco DeOliveira

R.V. (201)566-6142, (201)327-2692 / M.C.

(973)951-0316

85. MarlboroExclusive Plaza, 320 Route

9 North Marlboro NJ 07726 (732) 536-4269 Bob Stein (917) 539-061186. Middletown 5 Breckenridge Ct Freehold NJ 07728 n/a Bob Stein (917) 539-0611

87. Paramus 66 Claus Ave Paramus NJ 07652 n/a Pedro "Peter" Rivera (201)857-461788. Shrewsbury 150 Shrewsbury Plaza Shrewsbury NJ 07702 (866) 797-4269 Bob Stein (917) 539-061189. Somers Point (Atlantic City) 35 Bethel Road

Somers Point NJ 08244 (609) 653-9269 LouAnn Evans (609) 338-8192

90. Summit 1 Fraser Lane Morristown NJ 07960 n/a Dave Cahill (201) 446-789691. Toms' River 1404 Oakwood Hollow Ln Toms River NJ 08755 n/a Paula Tamburello (732) 818-772892. Turnersville 24 Country Club Dr Northfield NJ 08225 n/a Ryan McEvoy (609) 992-5084

93. Albuquerque

4520 Alexander Blvd. NE #A1 Albuquerque

NM 87107 (505) 341-4269 Ches Lovato (505) 604-5057

94. Henderson

605 Mall Ring Circle, Suite 100 Henderson NV 89014 (702) 898-4269

Rani John / Carmen Iannelli

R.J. (215) 498-5977 / C.I. (267) 664-5415

95. Anthem10740 South Eastern Ave.

Suite 150 Henderson NV 89052 (702) 792-4269 Kema Ogden (702) 604-605296. Summerlin 6947 Ghost Ranch Las Vegas NV 89179 n/a Justin Rote (702) 235-3552

97. Loudonville 457 Albany Shaker Rd Loudonville NY 12211 (518) 489-8269

Hank Tripp / Alice Tripp

H.T. (860) 334-4710 / A.T. (860) 334-7767

98. Mamaroneck 300 Waverly Ave Mamaroneck NY 10543 (914) 835-4269

Dean Bellantoni / Jackie Bellantoni

D.B. (914) 403-8388 / J.B. (914)557-9198

99. Tulsa

8211 East Regal CT. aka 106TH and Memorial/Spirit

Bank Event Center Tulsa OK 74133 (918) 364-4269 Chris Underwood (918) 384-9359

100. Portland 1870 NW 188th Ave Hillsboro OR 97006 (503) 573-4269 Hoang Nguyen (503) 810-0081

101. Caguas

Plaza Bairoa Suite 1-2 Carretera ·1, Marginal

Bairoa Caguas PR 00725 (787) 653-0500 Alberto De Diego (787) 448-7045

102. Guaynabo

Edificio Plaza Real (Frente al Tribunal de Guaynabo), Ave. Arbolote #1, Tercer

Piso Guaynabo PR 00969 (787) 999-2555Alberto De Diego / Lourdes Ramon

A.D. (787) 448-7045 / L.R. (787) 413-7300

103. PR 1 PO Box 19328 San Juan PR 00910 n/a Alberto De Diego (787) 448-7045

104. PR 2 PO Box 19328 San Juan PR 00910 n/a Alberto De Diego (787) 448-7045

50

105. Abilene 3751 Catclaw Dr. Abilene TX 79606 (325) 695-4269 Christopher Cockerell (915) 345-0100

106. El Paso3136 Trawood Dr, Suite E7-

9 El Paso TX 79936 (915) 855-8269 Marc Stelley (915) 433-9297107. Fort Worth 5040 N. Tarrant Pkwy #104 Keller TX 76248 (817) 427-8269 Brittney Fish (214) 924-7472

108. The Woodlands 3335 College Park Dr

The Woodlands TX 77384 (936) 321-8269 Louis Zamudio (832) 279-7575

109. Tyler 7924 S. Broadway #800 Tyler TX 75703 (903) 509-4269 Mark Pool (903) 360-6057

110. Orem 1620 South State Street Orem UT 84097 (801) 765-1269 Damon Willis (801) 602-3802

111. Alexandria 528 N. Henry St. Alexandria VA 22314 (703) 548-4269

Brian Sreniawski/ Erica Sreniawski/ Milind shah/ Payal

Shah

BS(703)340-4631/ ES(703)340-4930/ MS(301)802-3960/ PS(301)802-2621

112. Arlington 1200 N. Herndon St. Arlington VA 22201 (703) 525-4269

Brian Sreniawski/ Erica Sreniawski/ Milind shah/ Payal

Shah

BS(703)340-4631/ ES(703)340-4930/ MS(301)802-3960/ PS(301)802-2621

113. Ashburn20937 Ashburn Road, Suite

130 Ashburn VA 20147 (703) 724-9533Craig Fladager / Debra Subowicz

C.F. (703) 969-1812 / D.S. (202) 258-5498

114. Chantilly 4090 #K Airline Parkway Chantilly VA 20151 (703) 263-7269Tate Marshall / Nancy

MarshallT.M. (703) 350-7914 / N.M. (703) 395-9992

115. Reston-Herndon

12973 Highland Crossing Dr, Suite C Herndon VA 20171 (703) 435-4269 Tate Marshall (703) 350-7914

116. Woodbridge 12619 Galveston Ct. Manassas VA 20112 (703) 583-4269 Tate Marshall (703) 350-7914

51

Franchise Disclosure Document #__________

EXHIBIT E - FINANCIAL STATEMENTSEXHIBIT 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.

52

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 ProcessB- State Addenda to FDD and FAC – LA Boxing Franchise AgreementD - List of LA Boxing FranchiseesE - LA Boxing Financial StatementsF -Acknowledgement of Receipt

Dated: ____________________, 2009

________________________________________________individually

________________________________________________as an officer or partner of

________________________________________________name of entitya _____________________ state corporation or partnership (circle one)

(Copy # 1 - to be retained for your records)

53

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 ProcessB- State Addenda to FDD and FAC – LA Boxing Franchise AgreementD - List of LA Boxing FranchiseesE - LA Boxing Financial StatementsF -Acknowledgement of Receipt

Dated: ____________________, 2009

________________________________________________individually

________________________________________________as an officer or partner of

________________________________________________name of entitya _____________________ state corporation or partnership (circle one)

(Copy # 2 - to be returned to LA Boxing)

54