THIS AGREEMENT by and between WHY USA North America, Inc., a Wisconsin corporation, (hereinafter
"WHY USA"), and Ronald Williams (hereinafter "Williams"),
W I T N E S S E T H:
WHEREAS, Williams wishes to purchase, and open, fifty (50) new WHY USA real estate franchises in the
territories of Wisconsin and Illinois, and
WHEREAS, WHY USA wishes to sell to Williams fifty (50) WHY USA real estate franchises, and
WHEREAS, Williams wishes to purchase the rights to open said franchises over a scheduled period of five (5)
years at a fixed fee.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree to the following terms and conditions:
1. Williams shall pay to WHY USA the sum of $150,000.00, as and for the fee for those rights, as expressed
herein, to develop fifty (50) WHY USA offices in the states of Wisconsin and Illinois. This fee is non-refundable
and no portion thereof is contingent upon the completion of the terms of this Agreement. This fee must be
received by WHY USA, in good funds, by April 23, 2001 or this agreement shall be null and void.
2. If Williams is not in default, under the terms of this Agreement, he shall be entitled to acquire, for the fee set in
paragraph 1 above, fifty (50) WHY USA franchises within five years from the date first stated hereon. During the
term of this Agreement, Williams must remain as an owner of a majority interest in the various franchises that he,
or an entity that
he is associated with, shall open. Any transfer of an interest in a WHY USA franchise must be done in
compliance with the requirements stated in the applicable franchise agreement.
3. If Williams is not in default, under the terms of this Agreement, he has the exclusive right to develop all of the
territories of Wisconsin and Illinois from those territories then available. Certain territories shall not be available
for selection (See attached Exhibit A for list of unavailable territories). Willi