Unassociated Document


     

    
      	
              

            	
              

            


    

    


    Geeks
      On Call America, Inc.

    


    Area
      Development Agreement


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GEEKS
      ON CALL AMERICA, INC.

    


    AREA
      DEVELOPMENT AGREEMENT

    


    
      	
              Section

            	 	
              Page

            
	 	 	 
	
              1.

            	
              GRANT

            	
              1

            
	 	 	 
	
              2.

            	
              DEVELOPMENT
                FEE

            	
              2

            
	 	 	 
	
              3.

            	
              DEVELOPMENT
                OBLIGATIONS

            	
              2

            
	 	 	 
	
              4.

            	
              TERM

            	
              3

            
	 	 	 
	
              5.

            	
              DUTIES
                OF THE PARTIES

            	
              3

            
	 	 	 
	
              6.

            	
              DEFAULT

            	
              4

            
	 	 	 
	
              7.

            	
              TRANSFERS

            	
              5

            
	 	 	 
	
              8.

            	
              COVENANTS

            	
              8

            
	 	 	 
	
              9.

            	
              NOTICES

            	
              9

            
	 	 	 
	
              10.

            	
              PERMITS
                AND COMPLIANCE WITH LAWS

            	
              10

            
	 	 	 
	
              11.

            	
              INDEPENDENT
                CONTRACTOR AND INDEMNIFICATION

            	
              10

            
	 	 	 
	
              12.

            	
              APPROVALS
                AND WAIVERS

            	
              10

            
	 	 	 
	
              13.

            	
              ENTIRE
                AGREEMENT AND AMENDMENT

            	
              10

            
	 	 	 
	
              14.

            	
              RELEASE
                OF PRIOR CLAIMS

            	
              11

            
	 	 	 
	
              15.

            	
              NON-WAIVER
                OF BREACH

            	
              11

            
	 	 	 
	
              16.

            	
              APPLICABLE
                LAW

            	
              11

            
	 	 	 
	
              17.

            	
              ACKNOWLEDGMENTS

            	
              12

            
	 	 	 
	
              18.

            	
              GUARANTY

            	
              12

            
	 	 	 
	EXHIBITS	 	 
	 	 	 
	
               

            	
              EXHIBIT
                A     Development
                Schedule

            	 
	 	 	 
	 	
              EXHIBIT
                B     Guarantee

            	 
	 	 	 
	 	
              EXHIBIT
                C     Franchise
                Agreement

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GEEKS
      ON CALL AMERICA, INC.

    AREA
      DEVELOPMENT AGREEMENT

    


    This
      Area
      Development Agreement (the “Agreement”) is entered into on ___________________,
      20____ by and between Geeks On Call America, Inc. (the “Franchisor”), and
      ________________________, a _____________________________ corporation having
      its
      principal offices located at ________________________________________________
      (the “Area Developer”).

     

    WITNESSETH:

    


    WHEREAS,
      Franchisor has developed a method and concept (the “System”) to provide computer
      support services using the System and the Marks (as both are defined below)
      (the
“Franchised Business or Businesses”);

    


    WHEREAS,
      Franchisor identifies the System by means of certain trade names, service marks,
      trademarks, logos, emblems, and indicia of origin, including but not limited
      to,
      the marks “1-800-905-GEEK” and “GEEKS ON CALL” and respective associated logos,
      and such other trade names, service marks, and trademarks as are now designated
      (and may hereinafter be designated by Franchisor in writing) for use in
      connection with the System (the “Marks”); and

    


    WHEREAS,
      Area Developer wishes to obtain certain development rights to operate Franchised
      Businesses under Franchisor’s System and wishes to obtain franchises from
      Franchisor for that purpose.

    


    NOW,
      THEREFORE, the parties, in consideration of the undertakings and commitments
      of
      each party to the other party set forth herein, hereby agree as
      follows:

    


    1. GRANT

    


    1.1 Franchisor
      hereby grants development rights to Area Developer, and Area Developer hereby
      accepts the obligation, pursuant to the terms and conditions of this Area
      Development Agreement, to develop the number of Franchised Businesses as
      specified in Exhibit A to this Agreement. Each Franchised Business for which
      a
      development right is granted hereunder shall be established and operated
      pursuant to: (i) a separate Geeks On Call America, Inc. Franchise Agreement
      (“Franchise Agreement”) to be entered into between Area Developer and Franchisor
      in accordance with Section 3.1 below; and (ii) the development schedule set
      forth in Paragraph 2 of Exhibit A attached hereto (the “Development Schedule”).
      Each Franchised Business developed hereunder shall be located in the area
      described in Paragraph 1 of Exhibit A, attached hereto (the “Development
      Area”).

    


    1.2 So
      long
      as Area Developer is in compliance with its obligations under this Agreement,
      Franchisor shall not establish, nor license anyone other than Area Developer
      to
      establish a Franchised Business under the System in the Development Area, until
      the last date specified in the Development Schedule. Franchisor retains all
      rights not specifically granted to Area Developer, including, for example,
      the
      right: (i) to use and license others to use the System and Marks for the
      operation of 1-800-905-GEEK/Geeks On Call Franchised Businesses at any location
      outside the Development Area; (ii) to acquire and operate businesses of any
      kind
      at any location within or outside of the Development Area (excluding Franchised
      Businesses operated under the System within the Development Area); (iii) to
      use
      and license others to use the System and/or the Marks at any location within
      or
      outside of the Development Area other than for the operation of a
      1-800-905-GEEK/Geeks On Call Franchised Business; and (iv) to use and license
      others to use marks other than the Marks in connection with the operation of
      Franchised Businesses at any location within or outside of the Development
      Area,
      which Franchised Businesses are the same as, similar to, or different from
      the
      Franchised Businesses, all on terms and conditions as Franchisor deems
      advisable, and without granting Area Developer any rights therein. Franchisor
      may dispatch franchisees from neighboring territories to service customers
      in
      the Development Area as provided in the Franchise Agreements. Area Developer’s
      rights within the Development Area are also subject to other franchisees’ rights
      under Franchisor’s national/regional accounts program and
      policies.


    
      
        
        

      

      
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          1

        
          

        

      

      
        
        

      

    

    


    1.3 This
      Agreement is not a franchise agreement, and does not grant to Area Developer
      any
      right to use in any manner Franchisor’s Marks or System.

    


    1.4 Area
      Developer shall have no right under this Agreement to license others to use
      in
      any manner the Marks or the System.

    


    2. DEVELOPMENT
      FEE

    


    2.1 In
      consideration of the development rights granted herein, Area Developer has
      paid
      to Franchisor upon execution of this Agreement a development fee
      of__________________ Dollars ($______________), receipt of which is hereby
      acknowledged by Franchisor, which has been fully earned and is non-refundable
      in
      consideration of administrative and other expenses incurred by Franchisor and
      for the development opportunities lost or deferred as a result of the rights
      granted Area Developer herein.

    


    2.2 Area
      Developer shall pay Franchisor an initial franchise fee of Three Thousand
      Dollars ($3,000) upon the execution of each Franchise Agreement for each
      Franchised Business required to be developed under this Agreement.

    


    3. DEVELOPMENT
      OBLIGATIONS

    


    3.1 Area
      Developer (or an entity controlled by Area Developer (hereafter “Affiliate”))
      shall execute a Franchise Agreement for each Franchised Business in a territory
      approved by Franchisor in the Development Area as hereinafter provided (the
      “Territory”). The Franchise Agreement for the first Franchised Business
      developed hereunder shall be in the form of the Franchise Agreement attached
      hereto as Exhibit C (the “First Franchise Agreement”). The Franchise Agreement
      for each additional Franchised Business developed hereunder shall be in the
      form
      of the Franchise Agreement being offered generally by Franchisor at the time
      each such Franchise Agreement is executed. The Franchise Agreement for each
      Franchised Business shall be executed by Area Developer and submitted to
      Franchisor within fifteen (15) days of its receipt from Franchisor. If the
      Area
      Developer is in full compliance with this Agreement, then, notwithstanding
      anything to the contrary in any of the Franchise Agreements, the initial
      franchise fee to be paid by Area Developer shall be Three Thousand Dollars
      ($3,000) for each Franchise Agreement executed by Area Developer or its
      Affiliates for each Franchised Business to be located in the Development Area
      during the term of this Agreement, less any credit that may be applied pursuant
      to Section 2.2 above.

    


    Franchisor’s
      duty to offer or grant franchises is subject to the requirement to maintain
      Franchise Offering Circulars and franchise registrations as required by law.
      If
      Franchisor may not lawfully offer or sell a franchise at a time Area Developer
      desires to execute the Franchise Agreement, Franchisee’s and Area Developer’s
      duties hereunder shall be deferred until such documents are amended and, if
      applicable, approved for use, and delivered to Area Developer.

    


    3.2 Recognizing
      that time is of the essence, Area Developer agrees to satisfy the Development
      Schedule. Failure by Area Developer to adhere to the Development Schedule,
      shall
      constitute a default under this Agreement as provided in Section 6.2
      hereof.


    
      
        
        

      

      
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          2

        
          

        

      

      
        
        

      

    

    


    4. TERM

    


    Unless
      sooner terminated in accordance with the terms of this Agreement, the term
      of
      this Agreement and all rights granted hereunder shall expire on the date when
      Area Developer has open and in operation all of the Franchised Businesses
      required by the Development Schedule.

    


    5. DUTIES
      OF THE PARTIES

    


    5.1 For
      each
      Franchised Business developed hereunder, Franchisor shall furnish to Area
      Developer the following:

    


    5.1.1 Such
      developer training for Area Developer as Franchisor may deem
      advisable.

    


    5.2 Area
      Developer accepts the following obligations:

    


    5.2.1 An
      Area
      Developer which is a corporation shall comply, except as otherwise approved
      in
      writing by Franchisor, with the following requirements throughout the term
      of
      this Agreement:

    


    5.2.1.1
      Area Developer shall furnish Franchisor with its Articles of Incorporation,
      Bylaws, other governing documents, any other documents Franchisor may reasonably
      request, and any amendments thereto;

    


    5.2.1.2
      Area Developer shall confine its activities, and its governing documents, if
      any, shall at all times provide that its activities are confined, exclusively
      to
      the management and operation of the business contemplated hereunder, including
      the establishment and operation of the Franchised Businesses to be developed
      hereunder;

    


    5.2.1.3
      Area Developer shall maintain stop transfer instructions against the transfer
      on
      its records of any voting securities and shall issue no certificates for voting
      securities upon the face of which the following printed legend does not legibly
      and conspicuously appear:

    


    The
      transfer of this stock is subject to the terms and conditions of an Area
      Development Agreement with Geeks On Call America, Inc. dated _____________.
      Reference is made to the provisions of said Area Development Agreement and
      to
      the Articles and Bylaws of this Corporation.

    


    5.2.1.4
      Area Developer shall maintain a current list of all owners of record and all
      beneficial owners of any class of voting stock of Area Developer and shall
      furnish the list to Franchisor upon request.

    


    5.2.2 An
      Area
      Developer which is a partnership or a limited liability company shall comply,
      except as otherwise approved in writing by Franchisor, with the following
      requirements throughout the term of this Agreement:

    


    5.2.2.1
      Area Developer shall furnish Franchisor with its partnership agreement or
      membership agreement as well as such other documents as Franchisor may
      reasonably request, and any amendments thereto; and

    


    5.2.2.2
      Area Developer shall prepare and furnish to Franchisor, upon request, a list
      of
      all general and limited partners and all members in Area
      Developer.


    
      
        
        

      

      
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          3

        
          

        

      

      
        
        

      

    

    


    5.2.3 Area
      Developer shall at all times preserve in confidence any and all materials and
      information furnished or disclosed to Area Developer by Franchisor, and shall
      disclose such information or materials only to such of Area Developer’s
      employees or agents who must have access to it in connection with their
      employment. Area Developer shall not at any time, without Franchisor’s prior
      written consent, copy, duplicate, record, or otherwise reproduce such materials
      or information, in whole or in part, nor otherwise make the same available
      to
      any unauthorized person.

    


    5.2.4 Area
      Developer shall comply with all requirements of federal, state and local laws,
      rules and regulations.

    


    5.2.5 Upon
      the
      opening of Area Developer’s fifth (5th) Franchised Business, and for each
      multiple thereof, Area Developer shall employ at least one full-time supervisor,
      who shall meet such standards as may be reasonably imposed by Franchisor in
      the
      Operations Manual or otherwise in writing to supervise and coordinate the
      operation of the Franchised Business. Area Developer shall ensure that at least
      one full-time supervisor has an equity ownership in the Franchised
      Business.

    


    5.2.6 Area
      Developer shall provide Franchisor with annual unaudited balance sheets and
      statements of financial condition.

    


    6. DEFAULT

    


    6.1 Area
      Developer shall be deemed to be in default under this Agreement, and all rights
      granted herein shall automatically terminate without notice to Area Developer,
      if Area Developer shall become insolvent or makes a general assignment for
      the
      benefit of creditors; or if a petition in bankruptcy is filed by Area Developer
      or such a petition is filed against and not opposed by Area Developer; or if
      Area Developer is adjudicated a bankrupt or insolvent; or if a bill in equity
      or
      other proceeding for the appointment of a receiver of Area Developer or other
      custodian for Area Developer’s business or assets is filed and consented to by
      Area Developer; or if a receiver or other custodian (permanent or temporary)
      of
      Area Developer’s assets or property, or any part thereof, is appointed by any
      court of competent jurisdiction; or if proceedings for a composition with
      creditors under any state or federal law should be instituted by or against
      Area
      Developer; or if a final judgment remains unsatisfied or of record for thirty
      (30) days or longer (unless supersedeas bond is filed); or if Area Developer
      is
      dissolved; or if execution is levied against Area Developer’s business or
      property; or if suit to foreclose any lien or mortgage against the premises
      or
      equipment of any Franchised Business developed hereunder is instituted against
      Area Developer and not dismissed within thirty (30) days; or if the real or
      personal property of Area Developer shall be sold after levy thereupon by any
      sheriff, marshal or constable.

    


    6.2 If
      Area
      Developer fails to meet its obligations under the Development Schedule, such
      action shall constitute a default under this Agreement, upon which Franchisor,
      in its discretion, may terminate the rights granted in Section 1.2 hereof,
      effective fifteen (15) days following notice from Franchisor.

    


    6.3 Except
      as
      otherwise provided in Sections 6.1 and 6.2 above, if Area Developer fails to
      comply with any material term and/or condition of this Agreement, or fails
      to
      comply with the terms and/or conditions of any Franchise Agreement between
      the
      Area Developer (or a person or entity affiliated with or controlled by the
      Area
      Developer) and the Franchisor, such action shall constitute a default under
      this
      Agreement. Upon the occurrence of any such default, Franchisor may terminate
      this Agreement by giving written notice of termination stating the nature of
      such default to Area Developer at least fifteen (15) days prior to the effective
      date of termination; provided, however, that Area Developer may avoid
      termination by immediately initiating a remedy to cure such default, curing
      it
      to Franchisor’s satisfaction, and by promptly providing proof thereof to
      Franchisor within the fifteen (15)-day period. If any such default is not cured
      within the specified time, or such longer period as applicable law may require,
      this Agreement and all rights granted hereunder (including but not limited
      to,
      the right to develop new Franchised Businesses shall terminate without further
      notice to Area Developer effective immediately upon the expiration of the
      fifteen (15)-day period or such longer period as applicable law may
      require.


    
      
        
        

      

      
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          4

        
          

        

      

      
        
        

      

    

    


    6.4 Upon
      termination of this Agreement, Area Developer shall have no right to establish
      or operate any Franchised Business for which a Franchise Agreement has not
      been
      executed by Franchisor at the time of termination. Thereafter, Franchisor shall
      be entitled to establish, and to license others to establish, Franchised
      Businesses in the Development Area except as may be otherwise provided under
      any
      Franchise Agreement which has been executed between Franchisor and Area
      Developer.

    


    6.5 No
      default under Section 3.2 of this Area Development Agreement shall constitute
      a
      default under any Franchise Agreement between the parties hereto.

    


    6.6 No
      right
      or remedy herein conferred upon or reserved to Franchisor is exclusive of any
      other right or remedy provided or permitted by law or equity.

    


    
      
        7.
          TRANSFERS

      

    

    


    7.1 Franchisor
      may assign this Agreement to an assignee who agrees to remain bound by its
      terms, without obtaining Area Developer’s approval. Neither Area Developer nor
      an owner with an interest in this Agreement (collectively “transferor”) may
      sub-license or sub-franchise its rights granted by this Agreement. Area
      Developer’s interest under this Agreement or its ownership in the Area Developer
      entity may be transferred or assigned only if transferor complies with the
      following provisions. No interest may be transferred unless or until Area
      Developer and the transferor are in full compliance with this Agreement. No
      right to execute a Franchise Agreement may be assigned apart from an assignment
      of all of Area Developer’s rights to execute Franchise Agreements under this
      Agreement.

    


    7.2 If
      a
      transferor has received and desires to accept a signed, bona fide offer to
      purchase or otherwise transfer an interest in Area Developer’s business or any
      interest in this Agreement or the Area Developer entity, the transferor shall
      grant Franchisor the option (the “Right of First Refusal”) to purchase
      transferor’s business or interest in the Area Developer as hereinafter provided.


    


    7.3 If
      the
      transferor desires to make a transfer, such person or entity must comply with
      the following terms, conditions and procedures to effectuate a valid
      transfer:

    


    7.3.1 If
      any
      proposed assignment of any rights under this Agreement, or if any other transfer
      which, when aggregated with all previous transfers, would, in Franchisor’s
      reasonable opinion result in the transfer of effective control over the
      ownership of this Agreement and/or operation of Area Developer’s business, a
      material part of Area Developer’s assets or the Area Developer entity, the
      transferee must apply for an Area Development Agreement and must meet all of
      Franchisor’s then current standards and requirements for becoming an Area
      Developer (which standards and requirements need not be written).

    


    7.4 Regardless
      of the degree of control which would be affected by a proposed
      transfer:

    


    7.4.1 The
      proposed transferor shall first notify Franchisor in writing of any bona fide
      proposed transfer and set forth a complete description of all terms and fees
      of
      the proposed transfer in a manner Franchisor prescribes, including the
      prospective transferee’s name, address, financial qualifications and previous
      five (5) years’ business experience;

    


    7.4.2 The
      transferor shall provide Franchisor with a copy of any written offer or
      agreement to purchase, signed by the proposed transferee, together with copies
      of any documents referenced in the offer or agreement, including notes and
      security agreements. If all material terms of the proposed sale are not
      described in the offer or agreement, the transferor shall provide details of
      all
      such terms in its submission to Franchisor, accompanied by the proposed
      transferee’s written agreement to the terms.


    
      
        
        

      

      
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          5

        
          

        

      

      
        
        

      

    

    


    7.4.3 The
      proposed transferor shall provide Franchisor with any additional information,
      agreements, certifications or documents Franchisor requests for use in its
      evaluation of whether to approve the transfer or to exercise its Right of First
      Refusal.

    


    7.4.4 Upon
      receipt of Franchisor’s request, the proposed transferor shall promptly provide
      Franchisor with access to any property, documents or records relevant to the
      transaction and to the interest which is the subject of the transfer. Once
      Franchisor has received all materials submitted by the proposed transferor
      and
      has reviewed all property, records and documents Franchisor has requested,
      within thirty (30) days Franchisor shall notify the transferor of Franchisor’s
      decision to exercise its right to acquire all or any part of the interest being
      transferred, and the conditions, if any, under which Franchisor will approve
      the
      proposed transfer.

    


    7.4.5 If
      the
      transferor’s interest in Area Developer, the Area Developer’s business or in
      this Agreement is being offered in combination with one or more other items,
      Franchisor has the right to purchase the interest it selects at the price and
      under the terms offered or agreed to by the transferor. Regardless of whether
      the offer establishes different prices for different interests to be
      transferred, Franchisor may establish a fair value for the interest it selects
      to acquire, based either upon the prices paid for similar interests in arm’s
      length transactions during the previous two (2)-year period before the date
      of
      the proposed transfer, or on other reasonable criteria.

    


    7.4.6 If
      non-monetary consideration is offered, Franchisor may pay the cash equivalent
      of
      the non-monetary consideration offered. If such non-monetary consideration
      includes the employment of the transferor, Franchisor may require the transferor
      to perform the proposed services on substantially the same terms as those
      offered by the proposed transferee. At Franchisor’s option, Franchisor may agree
      not to pay the agreed compensation for the services to be performed by the
      transferor, and decline the services to be performed under the terms of the
      offer. If Franchisor elects this option, Franchisor may set off against any
      amount due for services to be rendered by the transferor, any income to be
      received by the transferor for services performed by others during the period
      when the transferor had agreed to perform services for Franchisor. Neither
      Franchisor nor its assignee shall be liable for paying any brokerage commission
      on the value of the interest transferred.

    


    7.4.7 If
      Franchisor exercises its Right of First Refusal, the transferor shall transfer
      the interest to Franchisor or to Franchisor’s assignee pursuant to an agreement
to purchase which contains the material terms to which the transferor and the
      proposed transferee had agreed. However, if the offer or proposed purchase
      contract has omitted any terms customarily addressed in a transfer of an
      interest of the type which is the subject of the transaction, Franchisor may
      supply those terms in the purchase agreement and related documents.

    


    7.4.8 If
      Franchisor or its assignee fails to exercise the option to purchase the interest
      sought to be transferred, Franchisor shall, within thirty (30) days after
      receipt of the notice of the proposed transfer, notify the proposed transferor
      in writing of its approval or disapproval of the prospective transferee.


    


    7.5 A
      transfer to a “Controlled Entity” will not trigger the Right of First Refusal. A
“Controlled Entity” is an entity in which the transferor(s) is/are the
      beneficial owner(s) of one hundred percent (100%) of each class of voting
      ownership interest in the Area Developer entity. At the time of the desired
      transfer of interest to a Controlled Entity, the transferor must notify
      Franchisor in writing of the name of the Controlled Entity. Franchisor only
      will
      approve a transfer to a Controlled Entity after all its beneficial owners have
      signed a personal guaranty of the Controlled Entity’s obligations to Franchisor
      in a form which Franchisor prescribes. Franchisor does not charge a transfer
      fee
      for this change.


    
      
        
        

      

      
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          6

        
          

        

      

      
        
        

      

    

    


    7.6 A
      transfer of interest among the owners of an Area Developer entity will not
      trigger the Right of First Refusal, provided that only the percentage of
      ownership, rather than the identity of the owners, is changing. At the time
      of
      the desired transfer of interest within an entity, the transferor must notify
      Franchisor in writing of the name and address of each officer, director
      shareholder, member, partner or similar owner of an interest and their
      respective ownership interest before and after the transfer. Franchisor does
      not
      charge a transfer fee for this transfer.

    


    7.7 If
      Franchisor does not exercise its Right of First Refusal, the transferor may
      transfer this Area Development Agreement or ownership interest herein according
      to the terms set forth in the Notice, provided that Area Developer and the
      transferor satisfy the conditions in Sections 7.8 through 7.13 below and
      complete the sale within ninety (90) days from the day on which Franchisor
      receives the Notice. If Area Developer does not conclude the proposed transfer
      within the ninety (90)-day period, the Right of First Refusal granted to
      Franchisor hereunder shall continue in full force and effect.

    


    7.8 The
      proposed transferee(s) must complete Franchisor’s then current franchise
      application and pass Franchisor’s application screening using Franchisor’s then
      current qualifications, which need not be written.

    


    7.9 The
      proposed transferee(s) must sign Franchisor’s then current amendment forms
      and/or franchise agreement, as required by Franchisor, and must personally
      assume and be bound by all of the terms, covenants and conditions
      therein.

    


    7.10 The
      proposed transferee(s) must attend and successfully complete Franchisor’s
      Operations Training.

    


    7.11 The
      transferor must sign Franchisor’s then current transfer and release forms and
      pay Franchisor a transfer fee of Five Thousand Dollars ($5,000).

    


    7.12 Offer
      of Securities by Area Developer.

    


    All
      materials required for any offer or sale of securities of Area Developer (or
      any
      entity that owns or is affiliated with Area Developer) by federal or state
      law
      shall be submitted to Franchisor for review, approval, and consent prior to
      their being filed with any government agency; and any materials to be used
      in
      any exempt offering shall be submitted to Franchisor for review, approval,
      and
      consent prior to their use. No Area Developer offering shall imply (by use
      of
      the Marks or otherwise) that Franchisor is participating as an underwriter,
      issuer or offeror of Area Developer’s or Franchisor’s securities; and
      Franchisor’s review of any offering shall be limited solely to the subject of
      the relationship between Area Developer and Franchisor. Area Developer and
      the
      other participants in the offering must fully indemnify Franchisor in connection
      with the offering. For each proposed offering, Area Developer shall pay
      Franchisor a non-refundable fee of Fifteen Thousand Dollars ($15,000) in order
      to reimburse Franchisor for its reasonable costs and expenses associated with
      reviewing the proposed offering, including, without limitation, legal and
      accounting fees. Area Developer shall give Franchisor written notice at least
      thirty (30) days prior to the date of commencement of any offering or other
      transaction covered by this Section 7.12. Any such offering shall be subject
      to
      Franchisor’s Right of First Refusal, as set forth in Sections 7.2 and 7.4
      hereof.


    
      
        
        

      

      
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    7.13 Non-Waiver
      of Claims.

    


    Franchisor’s
      consent to a transfer of any interest in this Agreement granted herein shall
      not
      constitute a waiver of any claims it may have against the transferring party,
      nor shall it be deemed a waiver of Franchisor’s right to demand exact compliance
      with any of the terms of this Agreement by the transferee. Franchisor may
      disapprove any transfer which may constitute a subdivision of the Territory
      or
      the granting of subfranchises.

    


    8. COVENANTS

    


    8.1 Area
      Developer covenants that during the term of this Agreement, except as otherwise
      approved in writing by Franchisor, Area Developer (or, if Area Developer is
      a
      corporation, limited liability company or partnership, a principal of Area
      Developer approved by Franchisor (“Principal”)) shall devote full time, energy
      and best efforts to the management and operation of the business contemplated
      hereunder, including the establishment and operation of the Franchised
      Businesses to be developed hereunder.

    


    8.2 Area
      Developer specifically acknowledges that, pursuant to this Agreement, Area
      Developer shall receive valuable specialized training and confidential
      information, including, without limitation, a manual and other information
      regarding the site selection, operational, sales, promotional and marketing
      methods and techniques of Franchisor and the System, and that Area Developer
      has
      the exclusive right and obligation to develop the Development Area. Area
      Developer covenants that during the term of this Agreement, except as otherwise
      approved in writing by Franchisor, Area Developer shall not, either directly
      or
      indirectly, for itself, or through, on behalf of, or in conjunction with any
      person, persons, partnership or corporation:

    


    8.2.1 Divert
      or
      attempt to divert any business or customer of any Franchised Business using
      the
      System to any competitor, by direct or indirect inducement or otherwise, or
      do
      or perform, directly or indirectly, any other act injurious or prejudicial
      to
      the goodwill associated with Franchisor’s Marks and the System;
      and/or

    


    8.2.2 Unless
      released in writing by the employer, employ or seek to employ any person who
      is
      at that time employed by Franchisor or by any other franchisee or area developer
      of Franchisor, or otherwise directly or indirectly induce such person to leave
      his or her employment.

    


    8.3 Area
      Developer covenants that, except as otherwise approved in writing by Franchisor,
      Area Developer shall not, during the term of this Agreement, either directly
      or
      indirectly, for itself, or through, on behalf of, or in conjunction with any
      person, persons, partnership or corporation, own, maintain, operate, engage
      in
      or have any interest in any business which is the same as or similar to the
      business contemplated hereunder which is located in whole or in part within
      the
      Development Area, other than those Franchised Businesses provided for in the
      Development Schedule; and shall not for a continuous uninterrupted period of
      two
      (2) years from the date of: (a) a transfer permitted under Section 7, above;
      (b)
      the expiration or termination of this Agreement (regardless of the cause for
      termination); or (c) a final order of a duly authorized arbitrator, panel of
      arbitrators, or a court of competent jurisdiction (after all appeals have been
      taken) with respect to any of the foregoing or with respect to the enforcement
      of this Section 8.3; either directly or indirectly, for itself, or through,
      on
      behalf of, or in conjunction with any persons, partnership or corporation,
      own,
      maintain, operate, engage in or have any interest in any business which
      develops, finances or offers computer support services and which business is,
      or
      is intended to be conducted within the Development Area or within a ten
      (10)-mile radius of any Franchised Business then using the System, or the
      Development Area.


    
      
        
        

      

      
        Page
          8

        
          

        

      

      
        
        

      

    

    


    8.4 Section
      8.3 hereof shall not apply to ownership by Area Developer of less than a one
      percent (1 %) beneficial interest in the outstanding equity securities of any
      publicly-held corporation. As used in this Agreement, the term “publicly-held
      corporation” shall be deemed to refer to a corporation which has securities that
      have been registered under the federal Securities and Exchange Act of
      1934.

    


    8.5 At
      Franchisor’s request, Area Developer shall require and obtain execution of
      covenants similar to those set forth in this Section 8 (including covenants
      applicable upon the termination of a person’s relationship with Area Developer)
      from any or all of the following persons: (1) all officers, directors and
      holders of a beneficial interest of five percent (5%) or more of the securities
      of Area Developer, and of any corporation directly or indirectly controlling
      Area Developer, if Area Developer is a corporation or other entity; and (2)
      the
      general partners (including any corporation, and the officers, directors and
      holders of a beneficial interest of five percent (5%) or more of the securities
      of any corporation which controls, directly or indirectly, any general partner),
      if Area Developer is a partnership. Every covenant required by this Section
      8.5
      shall be in a form satisfactory to Franchisor, including, without limitation,
      specific identification of Franchisor as a third party beneficiary of such
      covenants with the independent right to enforce them. Failure by Area Developer
      to obtain execution of a covenant required by this Section 8.5 shall constitute
      a default under Section 6.2 hereof.

    


    8.6 The
      parties agree that each of the foregoing covenants shall be construed as
      independent of any other covenant or provision of this Agreement. If all or
      any
      portion of a covenant in this Section 8 is held unreasonable or unenforceable
      by
      a court or agency having valid jurisdiction in an unappealed final decision
      to
      which Franchisor is a party, Area Developer expressly agrees to be bound by
      any
      lesser covenant subsumed within the terms of such covenant that imposes the
      maximum duty permitted by law, as if the resulting covenant were separately
      stated in and made a part of this Section 8.

    


    8.7 Area
      Developer understands and acknowledges that Franchisor shall have the right,
      in
      its sole discretion, to reduce the scope of any covenant set forth in this
      Section 8, or any portion thereof, without Area Developer’s consent, effective
      immediately upon receipt by Area Developer of written notice thereof; and Area
      Developer agrees that it shall comply forthwith with any covenant as so
      modified, which shall be fully enforceable notwithstanding the provisions of
      Section 13 hereof.

    


    8.8 Area
      Developer expressly agrees that the existence of any claims it may have against
      Franchisor, whether or not arising from this Agreement, shall not constitute
      a
      defense to the enforcement by Franchisor of the covenants in this Section 8.
      Area Developer agrees to pay all costs and expenses (including reasonable
      attorneys’ fees) incurred by Franchisor in connection with the enforcement of
      this Section 7, and any of Franchisor’s other rights under this
      Agreement.

    


    8.9 Area
      Developer acknowledges that Area Developer’s violation of the terms of this
      Section 8 would result in irreparable injury to Franchisor for which no adequate
      remedy at law may be available, and Area Developer accordingly consents to
      the
      issuance of an injunction prohibiting any conduct by Area Developer in violation
      of the terms of this Section 8.

    


    9. NOTICES

    


    Any
      notice or request hereunder must be given by mail or courier, postage fully
      prepaid, or delivered personally or by facsimile, to our President at our World
      Headquarters, presently 814 Kempsville Road, Interstate Corporate Center,
      Building 17, Suite 106, Norfolk, VA 23502. Telephone: (757) 466-3448.
      Telecopier: (757) 466-3457. Any such notice may also be given to you in the
      same
      manner at the address indicated below the Area Developer’s signature on this
      Agreement. Either party may change the address at which it shall receive notices
      by sending a notice to the other party as provided in this
      section.


    
      
        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    

    


    10. PERMITS
      AND COMPLIANCE WITH LAWS

    


    10.1 Area
      Developer shall comply with all federal, state, and local laws, rules, and
      regulations, and shall timely obtain any and all permits, certificates or
      licenses necessary for the full and proper conduct of the business contemplated
      under this Agreement.

    


    10.2 Area
      Developer shall notify Franchisor in writing within five (5) days of the
      commencement of any action, suit, or proceeding, and of the issuance of any
      order, writ, injunction, award, or decree of any court, agency, or other
      governmental instrumentality, which may adversely affect the operation or
      financial condition of Area Developer and/or any Franchised Business established
      pursuant to this Agreement.

    


    11. INDEPENDENT
      CONTRACTOR AND INDEMNIFICATION

    


    11.1 Area
      Developer is an independent contractor. Area Developer is not Franchisor’s
      agent, partner, employee or a participant in a joint venture and has no
      authority to hold out as such to third parties. Area Developer does not have
      any
      authority to bind or obligate Franchisor. Franchisor is not and shall not be
      liable for any act, omission, debt or other obligation of Area
      Developer.

    


    11.2 Area
      Developer is responsible for all loss or damage and for all contractual
      liability to third parties arising out of or incurred in connection with the
      operation of the Area Developer’s business and for all claims or demands for
      damage directly or indirectly related thereto. Area Developer agrees to defend,
      indemnify and hold harmless Franchisor and its employees of and from and with
      respect to any such claim, loss or damage.

    


    12. APPROVALS
      AND WAIVERS

    


    12.1 Whenever
      this Agreement requires the prior approval or consent of Franchisor, Area
      Developer shall make a timely written request to Franchisor therefor, and such
      approval or consent must be obtained in writing. A request for approval shall
      be
      deemed denied unless or until Franchisor grants its written
      approval.

    


    12.2 Franchisor
      makes no warranties or guarantees upon which Area Developer may rely, and
      assumes no liability or obligation to Area Developer, by providing any waiver,
      approval, consent, or suggestion to Area Developer in connection with this
      Agreement, or by reason of any neglect, delay or denial of any request
      therefor.

    


    12.3 No
      delay,
      waiver, omission or forbearance on the part of Franchisor to exercise any right,
      option, duty, or power arising out of any breach or default by Area Developer
      under any of the terms, provisions, covenants, or conditions hereof, shall
      constitute a waiver by Franchisor to enforce any such right, option, duty,
      or
      power as against Area Developer, or as to subsequent breach or default by Area
      Developer. Subsequent acceptance by Franchisor of any payments due to it
      hereunder shall not be deemed to be a waiver by Franchisor of any preceding
      breach by Area Developer of any terms, provisions, covenants, or conditions
      of
      this Agreement.

    


    13. ENTIRE
      AGREEMENT AND AMENDMENT

    


    13.1 This
      Agreement is the entire agreement between Area Developer and Franchisor. This
      Agreement supersedes all other prior oral and written agreements and
      understandings between Area Developer and Franchisor with respect to the subject
      matter herein.


    
      
        
        

      

      
        Page
          10

        
          

        

      

      
        
        

      

    

    


    13.2 No
      modifications to this Agreement shall have any effect unless such modification
      is in writing and signed by Area Developer and by Franchisor’s authorized
      officer.

    


    14. RELEASE
      OF PRIOR CLAIMS

    


    By
      executing this Agreement, the undersigned entity, if any, and all individuals,
      on behalf of themselves and Area Developer and their heirs, legal
      representatives, successors and assigns, and each assignee of this Agreement,
      hereby forever release and discharge Franchisor, its past and present employees,
      agents, officers and directors, including Franchisor’s parent, subsidiary and
      affiliated corporations, their respective past and present employees, agents,
      officers and directors, from any and all claims relating to or arising out
      of
      any Area Development Agreement, Franchise Agreement or other agreement or
      relationship, between the parties executed prior to the date of this Agreement,
      and all other claims relating to any dealings between any of the parties.
      However, this release does not apply to Franchisor’s renewal obligations, as
      contained in any prior or other area development agreement, or to any duty
      it
      may have to comply with franchise sales laws applicable to this
      transaction.

    


    15. NON-WAIVER
      OF BREACH

    


    The
      failure of either party hereto to enforce any one or more of the terms or
      conditions of this Agreement shall not be deemed a waiver of such terms or
      conditions or of either party’s rights thereafter to enforce each and every term
      and condition of this Agreement.

    


    16. APPLICABLE
      LAW

    


    16.1 Virginia
      Law.
      This
      Agreement takes effect upon its acceptance and execution by Franchisor, and
      shall be interpreted and construed exclusively under the laws of the
      Commonwealth of Virginia, which laws shall prevail in the event of any conflict
      of law (without regard to, and without giving effect to, the application of
      Virginia choice of law rules); provided, however, that if the covenants in
      Section 8 of this Agreement would not be enforceable under the laws of Virginia,
      and Area Developer is located outside of Virginia, then such covenants shall
      be
      interpreted and construed under the laws of the state in which the Area
      Developer’s principal place of business is located. Nothing in this Section 16.1
      is intended by the parties to subject this Agreement to any franchise or similar
      law, rule, or regulation of the Commonwealth of Virginia to which this Agreement
      would not otherwise be subject.

    


    16.2 Jurisdiction
      and Venue.
      In any
      suit brought by Franchisor, which in any way relates to or arises out of this
      Agreement, or any of the dealings of the parties hereto, Area Developer consents
      to venue and personal jurisdiction in the state and federal court of the city
      or
      county of Franchisor’s World Headquarters, presently state courts and/or the
      United States District Court located in Norfolk, Virginia. In any suit brought
      against Franchisor, including Franchisor’s present and former employees and
      agents, which in any way relates to or arises out of this Agreement, or any
      of
      the dealings of the parties hereto, venue shall be proper only in the federal
      court located nearest Franchisor’s World Headquarters (presently the United
      States District in Norfolk, Virginia), or if neither federal subject matter
      nor
      diversity jurisdiction exists, in the city or county state court located where
      Franchisor’s World Headquarters is (presently the City of Norfolk,
      Virginia).

    


    16.3 Jury
      Waiver. In
      any
      trial between any of the parties hereto, including present and former employees
      and agents of Franchisor, Area Developer and Franchisor agree to waive Area
      Developer’s and Franchisor’s rights to a jury trial, and instead have such
      action tried by a judge.

    


    16.4 Class
      Action Waiver.
      Area
      Developer agrees that any claim it may have against Franchisor, including
      Franchisor’s past and present affiliates, officers, directors, employees and
      agents, must be brought individually and Area Developer shall not join such
      claim with claims of any other person or entity or bring, join or participate
      in
      a class action against Franchisor.


    
      
        
        

      

      
        Page
          11

        
          

        

      

      
        
        

      

    

    


    16.5 Compensatory
      Damages.
      In any
      lawsuit, dispute or claim between or against any of the parties hereto,
      including present and former affiliates, officers, directors, agents and
      employees of ours, you and we agree to waive our rights, if any, to seek or
      recover punitive damages.

    


    17. ACKNOWLEDGMENTS

    


    Area
      Developer acknowledges that it has read Franchisor’s Franchise Offering Circular
      and this Agreement and that Area Developer has been given the opportunity to
      clarify any provision that it does not understand. Area Developer further
      acknowledges that it has independently investigated the business offered
      hereunder and bases its decision to enter into this Agreement solely on such
      investigation. Area Developer acknowledges that Franchisor’s representatives are
      not authorized to make and have not made any representations as to Area
      Developer’s likely revenues, expenses, profits or success, and Area Developer is
      not relying on any such representations.

    


    18. GUARANTY

    


    The
      Area
      Developer, and if it is an entity, all its officers, directors, partners and
      members, agree to perform all the obligations in and relating to this Agreement,
      including, but not limited to, the obligation to make payments specified herein,
      pay any other debts due Franchisor. Likewise, for and in consideration of this
      Agreement, the signatures of the individual(s) below also constitute their
      personal joint and several guaranty to perform all the obligations in and
      relating to this Agreement, including, but not limited to, the obligation to
      make payments specified herein, pay any other debts due Franchisor, and the
      duty
      to comply with the transfer procedures and covenants set forth in Sections
      7 and
      8. The Guarantors waive presentment, demand or notice of non-performance and
      the
      right to require Franchisor to proceed against the other
      Guarantors.


    
      
        
        

      

      
        Page
          12

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed and delivered this Agreement in duplicate
      on
      the day and year first above written.

     

    
      
        
          
            	
                    GEEKS
                      ON CALL AMERICA, INC.

                  	 	 	 
	 	 	 	 
	
                    FRANCHISOR:

                  	 	
                    AREA
                      DEVELOPER:

                  
	 	 	 	 	 
	
                    By:

                  	 	 	
                    By:

                  	 
	 	 	 	 	 
	
                    Name:

                  	 	 	
                    Name:

                  	 
	 	 	 	 	 
	
                    Title:

                  	 	 	
                    Title:

                  	 
	 	 	 	 	 
	
                    Notices
                      to Franchisor:

                  	 	
                    By:

                  	 
	
                    Geeks
                      On Call America, Inc.

                  	 	 	 
	
                    814
                      Kempsville Road,

                  	 	
                    Name:

                  	 
	
                    Building
                      17, Suite 106

                  	 	 	 
	
                    Norfolk,
                      Virginia 23502

                  	 	
                    Title:

                  	 
	
                    Fax:
                      (757) 466-3457

                  	 	 	 
	 	 	 	 
	
                    Notices
                      to Area Developer:

                  	 	 	 


          

        

      

    

    


    
      	 
	 
	 
	
              Attention:

            	 


    

    
      	
              Fax:

            	 


    

     

    
      
        
        

      

      
        Page
          13

        
          

        

      

      
        
        

      

    

    


    GEEKS
      ON CALL AMERICA, INC.

    AREA
      DEVELOPMENT AGREEMENT

    


    EXHIBIT
      A

    


    DEVELOPMENT
      SCHEDULE

    


    1.
      Each
      Franchised Business developed under this Area Development Agreement shall be
      located in the following area (the “Development Area,” as more specifically
      described in Section 1.1 of this Agreement):

     

    
      

      

    

    
      

    

    


    2.
      Recognizing that time is of the essence, Area Developer agrees to satisfy the
      development schedule set forth below:

    


    
      	
              By
                Date:

            	 	
              Cumulative
                Total Number of Franchised Businesses Which Area 

              Developer
                Shall Have Opened and in Operation:

            
	 	 	 


    

    


    INITIALED:

    


    FRANCHISOR:
      ___ AREA
      DEVELOPER: ___


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GEEKS
      ON CALL AMERICA, INC.

    AREA
      DEVELOPMENT AGREEMENT

    


    EXHIBIT
      B

    


    GUARANTEE

    


    As
      an
      inducement to Geeks On Call, America, Inc. (“Franchisor”) to execute the Geeks
      On Call America, Inc. Area Development Agreement between Franchisor and
      ______________________________________ (“Area Developer”) dated ______________,
      20_____ (the “Agreement”), the undersigned hereby agree to defend, indemnify and
      hold Franchisor, Franchisor’s affiliates, and their respective officers,
      directors, employees, and agents harmless against any and all losses, damages,
      liabilities, costs, and expenses (including, but not limited to, reasonable
      attorney’s fees, reasonable costs of investigation, court costs, and arbitration
      fees and expenses) resulting from, or arising out of or in connection with
      any
      failure by Area Developer to perform any obligation of Area Developer under
      the
      Agreement, any amendment thereto, or any other agreement executed by Area
      Developer referred to therein.

    


    The
      undersigned hereby acknowledge and agree to be individually bound by all of
      the
      covenants contained in Section 8 of the Agreement.

    


    This
      Guarantee shall terminate upon the termination or expiration of the Agreement,
      except that all obligations and liabilities of the undersigned which arose
      from
      events which occurred on or before the effective date of such termination shall
      remain in full force and effect until satisfied or discharged by the
      undersigned, and all covenants which by their terms continue in force after
      the
      expiration or termination of the Agreement shall remain in force according
      to
      their terms. Upon the death of an individual guarantor, the estate of such
      guarantor shall be bound by this Guarantee, but only for obligations hereunder
      existing at the time of death; the obligations of the other guarantors shall
      continue in full force and effect.

    


    Unless
      specifically stated otherwise, the terms used in this Guarantee shall have
      the
      same meaning as in the Agreement, and shall be interpreted and construed in
      accordance with Section 8 of the Agreement. This Guarantee shall be interpreted
      and construed under the laws of the Commonwealth of Virginia. In the event
      of
      any conflict of law, the laws of Virginia shall prevail (without regard to,
      and
      without giving effect to, the application of Virginia conflict of law rules).
      

     

    [SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each of the undersigned has signed this Guarantee as of the
      date of the Agreement.

    


    
      	 	
              GUARANTOR(S)

            	 
	 	 	 	 
	
              (Seal)

            	 	
               

            	
               , Individually  

            
	 	
              Name:

            	 	 
	 	
              Address:

            	 	 
	 	 	 
	 	 	 	 
	
              (Seal)

            	 	
               

            	
               , Individually  

            
	 	
              Name:

            	 	 
	 	
              Address:

            	 	 
	 	 	 
	 	 	 	 
	
              (Seal)

            	 	
               

            	
               , Individually  

            
	 	
              Name:

            	 	 
	 	
              Address:

            	 	 
	 	 	 
	 	 	 	 
	
              (Seal)

            	 	
               

            	
               , Individually  

            
	 	
              Name:

            	 	 
	 	
              Address:

            	 	 
	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    GEEKS
      ON CALL AMERICA, INC.

    AREA
      DEVELOPMENT AGREEMENT

    


    EXHIBIT
      C

    


    FRANCHISE
      AGREEMENT


    


    The
      form
      of Franchise Agreement currently offered by Franchisor is attached.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AREA
      DEVELOPMENT AGREEMENT

    


    STATE
      SPECIFIC AMENDMENTS

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AMENDMENT
      TO GEEKS ON CALL AMERICA, INC.

    AREA
      DEVELOPMENT AGREEMENT

    FOR
      THE STATE OF CALIFORNIA

    


    The
      Geeks
      On Call America, Inc. Area Development Agreement between ____________________
      (“Area Developer” or “You”) and Geeks On Call America, Inc. (“Franchisor”) dated
      ________________ (the “Agreement”) shall be amended by the addition of the
      following language, which shall be considered an integral part of the Agreement
      (the “Amendment”):

    


    CALIFORNIA
      LAW MODIFICATIONS

    


    1. The
      California Department of Corporations requires that certain provisions contained
      in franchise documents be amended to be consistent with California law,
      including the California Franchise Investment Law, CAL. CORPORATIONS CODE
      Section 31000 et seq.,
      and
      the California Franchise Relations Act, CAL. BUS. & PROF. CODE Section
      20000 et seq.
      To the
      extent that the Agreement contains provisions that are inconsistent with the
      following, such provisions are hereby amended:

    


    
      	 	
              a.

            	
              California
                Business and Professions Code Sections 20000 through 20043 provide
                rights
                to You concerning nonrenewal and termination of the Agreement. The
                Federal
                Bankruptcy Code also provides rights to You concerning termination
                of the
                Agreement upon certain bankruptcy-related events. To the extent the
                Agreement contains a provision that is inconsistent with these laws,
                these
                laws shall control.

            


    

    


    
      	 	
              b.

            	
              If
                the Area Developer is required in the Agreement to execute a release
                of
                claims, such release shall exclude claims arising under the California
                Franchise Investment Law and the California Franchise Relations
                Act.

            


    

    


    
      	 	
              c.

            	
              If
                the Agreement requires payment of liquidated damages that is inconsistent
                with California Civil Code Section 1671, the liquidated damage clause
                may
                be unenforceable.

            


    

    


    
      	 	
              d.

            	
              If
                the Agreement contains a covenant not to compete which extends beyond
                the
                expiration or termination of the Agreement, the covenant may be
                unenforceable under California law.

            


    

    


    
      	 	
              e.

            	
              If
                the Agreement requires litigation, arbitration or mediation to be
                conducted in a forum other than the State of California, the requirement
                may be unenforceable under California
                law.

            


    

    


    
      	 	
              f.

            	
              If
                the Agreement requires that it be governed by a state’s law, other than
                the State of California, such requirement may be
                unenforceable.

            


    

    


    2. Each
      provision of this Amendment shall be effective only to the extent that the
      jurisdictional requirements of the California law applicable to the provisions
      are met independent of this Amendment. This Amendment shall have no force or
      effect if such jurisdictional requirements are not met.

    


    3. As
      to any
      state law described in this Amendment that declares void or unenforceable any
      provision contained in the Agreement, the Franchisor reserves the right to
      challenge the enforceability of the state law by, among other things, bringing
      an appropriate legal action or by raising the claim in a legal action or
      arbitration that you have initiated.

     

    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed and delivered this Amendment to the Area
      Development Agreement on the same day that the Area Development Agreement was
      executed.


    


    
      	
              GEEKS
                ON CALL AMERICA, INC.

            	 	  
	 	 	 	 
	
              FRANCHISOR:

            	 	
              AREA
                DEVELOPER:

            
	 	 	 	 	 
	
              By:

            	  	 	
              By:

            	  
	 	 	 	 	 
	
              Name:

            	  	 	
              Name:

            	  
	 	 	 	 	 
	
              Title:

            	  	 	
              Title:

            	  
	 	 	 	 	 
	 	 	 	 	 
	
              Notices
                to Franchisor:

            	 	
              By:

            	  
	
              Geeks
                On Call America, Inc.

            	 	 	 
	
              814
                Kempsville Road, Suite 106

            	 	
              Name:

            	  
	
              Norfolk,
                Virginia 23502

            	 	 	 
	
              Fax:
                (757) 466-3457

            	 	
              Title:

            	  


    

    


    Notices
      to Area Developer:

    


    
      	 
	 
	 
	
              Attention:

            	  
	
              Fax:

            	  


    

     

    
      
        
        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    


    AMENDMENT
      TO GEEKS ON CALL AMERICA, INC.

    AREA
      DEVELOPMENT AGREEMENT

    FOR
      THE STATE OF ILLINOIS

    


    The
      Geeks
      On Call America, Inc. Area Development Agreement between
      ________________________ (“Area Developer” or “You”) and Geeks On Call America,
      Inc. (“Franchisor”) dated ________________ (the “Agreement”) shall be amended by
      the addition of the following language, which shall be considered an integral
      part of the Agreement (the “Amendment”):

    


    ILLINOIS
      LAW MODIFICATIONS

    


    1. The
      Illinois Attorney General’s Office requires that certain provisions contained in
      franchise documents be amended to be consistent with Illinois law, including
      the
      Franchise Disclosure Act of 1987, 815 ILCS 705/1-44 (1994). To the extent that
      this Agreement contains provisions that are inconsistent with the following,
      such provisions are hereby amended:

    


    a. 815
      ILCS
      705/19 and 705/20 provide rights to You concerning nonrenewal and termination
      of
      this Agreement. If this Agreement contains a provision that is inconsistent
      with
      the Act, the Act shall control.

    


    b. If
      the
      Area Developer is required in this Agreement to execute a release of claims
      or
      to acknowledge facts that would negate or remove from judicial review any
      statement, misrepresentation or action that would violate the Act, or a rule
      of
      order under the Act, such release shall exclude claims arising under the
      Illinois Franchise Disclosure Act, and such acknowledgments shall be void with
      respect to claims under the Act and are hereby deleted.

    


    c. If
      this
      Agreement requires litigation to be conducted in a forum other than the State
      of
      Illinois, the requirement is void under the Illinois Franchise Disclosure
      Act.

    


    d. If
      this
      Agreement requires that it be governed by a state’s law, other than the State of
      Illinois, Illinois law will control.

    


    e. Any
      condition, stipulation or provision purporting to bind any person acquiring
      any
      franchise to waive compliance with any provision of the Illinois Franchise
      Disclosure Act or any other law of the State of Illinois is void.

    


    2. Each
      provision of this Amendment shall be effective only to the extent that the
      jurisdictional requirements of the Illinois Franchise Disclosure Act, with
      respect to each such provision, are met independent of this Amendment. This
      Amendment shall have no force or effect if such jurisdictional requirements
      are
      not met.

    


    3. As
      to any
      state law described in this Amendment that declares void or unenforceable any
      provision contained in the Agreement, the Franchisor reserves the right to
      challenge the enforceability of the state law by, among other things, bringing
      an appropriate legal action or by raising the claim in a legal action or
      arbitration that you have initiated.

    
       

      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed and delivered this Amendment to the Area
      Development Agreement on the same day that the Area Development Agreement was
      executed.


    


    
      	
              GEEKS
                ON CALL AMERICA, INC.

            	 	 
	 	 	 	 
	
              FRANCHISOR:

            	 	
              AREA
                DEVELOPER:

            
	 	 	 	 	 
	
              By:

            	  	 	
              By:

            	  
	 	 	 	 	 
	
              Name:

            	  	 	
              Name:

            	  
	 	 	 	 	 
	
              Title:

            	  	 	
              Title:

            	  
	 	 	 	 	 
	 	 	 	 	 
	
              Notices
                to Franchisor:

            	 	
              By:

            	  
	
              Geeks
                On Call America, Inc.

            	 	 	 
	
              814
                Kempsville Road, Suite 106

            	 	
              Name:

            	  
	
              Norfolk,
                Virginia 23502

            	 	 	 
	
              Fax:
                (757) 466-3457

            	 	
              Title:

            	  


    

    


    Notices
      to Area Developer:

    


    
      	 
	 
	 
	
              Attention:

            	  
	
              Fax:

            	  


    

     

    
      
        
        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    


    AMENDMENT
      TO GEEKS ON CALL AMERICA, INC.

    AREA
      DEVELOPMENT AGREEMENT

    FOR
      THE STATE OF MARYLAND

    


    The
      Geeks
      On Call America, Inc. Area Development Agreement between ____________________
      (“Area Developer” or “You”) and Geeks On Call America, Inc. (“Franchisor”) dated
      ________________ (the “Agreement””) shall be amended by the addition of the
      following language, which shall be considered an integral part of the Agreement
      (the “Amendment”):

    


    MARYLAND
      LAW MODIFICATIONS

    


    1. The
      Maryland Securities Division requires that certain provisions contained in
      franchise documents be amended to be consistent with Maryland law, including
      the
      Maryland Franchise Registration and Disclosure Law, Md. Code Ann., Bus. Reg.
      ‘‘
      14-201 -
      14-233 (1998 Repl. Vol. & Supp. 2002). To the extent that this Agreement
      contains provisions that are inconsistent with the following, such provisions
      are hereby amended:

    


    
      	 	
              a.

            	
              The
                Area Developer is required in this Agreement to execute a release
                of
                claims or to acknowledge facts that would negate or remove from judicial
                review any statement, misrepresentation or action that would violate
                the
                Act, or a rule or order under the Act. Such release shall exclude
                claims
                arising under the Maryland Franchise Registration and Disclosure
                Law, and
                such acknowledgments shall be void with respect to claims under the
                Law.

            


    

    


    
      	 	
              b.

            	
              This
                Agreement requires litigation to be conducted in a forum other than
                the
                State of Maryland. Such requirement shall not be interpreted to limit
                any
                rights Area Developer may have under Sec. 14-216 (c)(25) of the Maryland
                Franchise Registration and Disclosure Law to bring suit in the state
                of
                Maryland.

            


    

    


    
      	 	
              c.

            	
              Pursuant
                to COMAR 02.02.08.16L, the general release required as a condition
                of
                renewal, sale and/or assignment/transfer shall not apply to any liability
                under the Maryland Franchise Registration and Disclosure
                Law.

            


    

    


    
      	 	
              d.

            	
              This
                Agreement is hereby amended to reflect that any claims arising under
                the
                Maryland Franchise Registration and Disclosure Law must be brought
                within
                3 years after the grant of the
                franchise.

            


    

    


    
      	 	
              e.

            	
              Section
                14-226 of the Maryland Franchise Registration and Disclosure Law
                prohibits
                a franchisor from requiring a prospective franchisee or area developer
                to
                assent to any release, estoppel or waiver of liability as a condition
                of
                purchasing a franchise. This Agreement requires prospective Area
                Developers to disclaim the occurrence and/or acknowledge the
                non-occurrence of acts that would constitute a violation of the Maryland
                Franchise Law. Such representations are not intended to nor shall
                they act
                as a release, estoppel or waiver of any liability incurred under
                the
                Maryland Franchise Registration and Disclosure Law resulting from
                the
                offer or sale of the franchise.

            


    

    


    2. Section
      2
      of the Agreement is deleted in its entirety and replaced with the
      following:

    


    2. DEVELOPMENT
      FEE

    


    2.1 In
      consideration of the development rights granted herein, Area Developer shall
      pay
      to Franchisor upon completion of Franchisor’s material
      pre-opening
      obligations and when Area Developer is ready to commence operations of its
      first
      Franchised Business, a development fee of__________________ Dollars
      ($______________), which shall be deemed fully earned and non-refundable upon
      receipt in consideration of administrative and other expenses incurred by
      Franchisor and for the development opportunities lost or deferred as a result
      of
      the rights granted Area Developer herein.

     

    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    

     

    2.2 Area
      Developer shall pay Franchisor an initial franchise fee for the first Franchised
      Business to be opened upon completion of Franchisor’s material
      pre-opening
      obligations and when Area Developer is ready to commence operations of its
      first
      Franchised Business. Thereafter, Area Developer shall pay Franchisor the
      Franchise Fee for each additional Franchised Business upon execution of the
      Franchise Agreement for such Franchised Business, pursuant to and in accordance
      with this Agreement and each such Franchise Agreement. 

    


    3. Each
      provision of this Amendment shall be effective only to the extent that the
      jurisdictional requirements of the Maryland Franchise Registration and
      Disclosure Law, with respect to each such provision, are met independent of
      this
      Amendment. This Amendment shall have no force or effect if such jurisdictional
      requirements are not met.

    


    3. As
      to any
      state law described in this Amendment that declares void or unenforceable any
      provision contained in the Agreement, the Franchisor reserves the right to
      challenge the enforceability of the state law by, among other things, bringing
      an appropriate legal action or by raising the claim in a legal action or
      arbitration that you have initiated.

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed and delivered this Amendment to the Area
      Development Agreement on the same day that the Area Development Agreement was
      executed.

    
      


      
        	
                GEEKS
                  ON CALL AMERICA, INC.

              	 	 
	 	 	 	 
	
                FRANCHISOR:

              	 	
                AREA
                  DEVELOPER:

              
	 	 	 	 	 
	
                By:

              	  	 	
                By:

              	  
	 	 	 	 	 
	
                Name:

              	  	 	
                Name:

              	  
	 	 	 	 	 
	
                Title:

              	  	 	
                Title:

              	  
	 	 	 	 	 
	 	 	 	 	 
	
                Notices
                  to Franchisor:

              	 	
                By:

              	  
	
                Geeks
                  On Call America, Inc.

              	 	 	 
	
                814
                  Kempsville Road, Suite 106

              	 	
                Name:

              	  
	
                Norfolk,
                  Virginia 23502

              	 	 	 
	
                Fax:
                  (757) 466-3457

              	 	
                Title:

              	  


      

      


      Notices
        to Area Developer:

      


      
        	 
	 
	 
	
                Attention:

              	  
	
                Fax:

              	  


      

       

      
        
          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

      

    


    AMENDMENT
      TO GEEKS ON CALL AMERICA, INC.

    AREA
      DEVELOPMENT AGREEMENT

    FOR
      THE STATE OF MINNESOTA

    


    The
      Geeks
      On Call America, Inc. Area Development Agreement between ____________________
      (“Area Developer” or “You”) and Geeks On Call America, Inc. (“Franchisor”) dated
      ________________ (the “Agreement””) shall be amended by the addition of the
      following language, which shall be considered an integral part of the Agreement
      (the “Amendment”):

    


    MINNESOTA
      LAW MODIFICATIONS

    


    1. The
      general release requirements under Section 14 of the Agreement are not
      applicable to Minnesota area developers.

    


    2. Section
      16.1 is amended with the addition of the following sentence at the end of the
      paragraph: 

     

    
      	 	 	
              Notwithstanding
                the foregoing, nothing in this Agreement shall abrogate or reduce
                any of
                your rights as provided for in Minnesota Statutes, Chapter 80C or
                your
                rights to any procedure, forum or remedies provided for by the laws
                of the
                jurisdiction.

            


    

     

    3. Section
      16.2 is deleted in its entirety and replaced with the following: 

    


    
      	 	
               

            	
              
                b.
                  Jurisdiction
                  and Venue.
                  In
                  any suit brought by Franchisor, which in any way relates to or
                  arises out
                  of this Agreement, or any of the dealings of the parties hereto,
                  Area
                  Developer consent to venue and personal jurisdiction in the state
                  courts
                  and/or the United States District Court located in St. Paul, Minnesota.
                  In
                  any suit brought against Franchisor, including our present and
                  former
                  employees and agents, which in any way relates to or arises out
                  of this
                  Agreement, or any of the dealings of the parties hereto, venue
                  will be
                  proper only in the above-named federal court, or if neither federal
                  subject matter or diversity jurisdiction exists, in the city or
                  county
                  state court located in St. Paul,
                  Minnesota.

              

            


    

     

    4. Section
      16.3 is deleted in its entirety.

    


    5. Each
      provision of this Amendment shall be effective only to the extent that the
      jurisdictional requirements of the Minnesota Statutes Chapter 80C, with respect
      to each such provision, are met independent of this Amendment. This Amendment
      shall have no force or effect if such jurisdictional requirements are not
      met.

    


    6. As
      to any
      state law described in this Amendment that declares void or unenforceable any
      provision contained in the Agreement, the Franchisor reserves the right to
      challenge the enforceability of the state law by, among other things, bringing
      an appropriate legal action or by raising the claim in a legal action or
      arbitration that you have initiated.

    


    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed and delivered this Amendment to the Area
      Development Agreement on the same day that the Area Development Agreement was
      executed.

    
      


      
        	
                GEEKS
                  ON CALL AMERICA, INC.

              	 	 
	 	 	 	 
	
                FRANCHISOR:

              	 	
                AREA
                  DEVELOPER:

              
	 	 	 	 	 
	
                By:

              	  	 	
                By:

              	  
	 	 	 	 	 
	
                Name:

              	  	 	
                Name:

              	  
	 	 	 	 	 
	
                Title:

              	  	 	
                Title:

              	  
	 	 	 	 	 
	 	 	 	 	 
	
                Notices
                  to Franchisor:

              	 	
                By:

              	  
	
                Geeks
                  On Call America, Inc.

              	 	 	 
	
                814
                  Kempsville Road, Suite 106

              	 	
                Name:

              	  
	
                Norfolk,
                  Virginia 23502

              	 	 	 
	
                Fax:
                  (757) 466-3457

              	 	
                Title:

              	  


      

      


      Notices
        to Area Developer:

      


      
        	 
	 
	 
	
                Attention:

              	  
	
                Fax:

              	  


      

       

      
        
          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

      

    


    AMENDMENT
      TO GEEKS ON CALL AMERICA, INC.

    DEVELOPMENT
      AGREEMENT

    FOR
      THE STATE OF NEW YORK

    


    The
      Geeks
      On Call America, Inc. Area Development Agreement between ____________________
      (“Area Developer” or “You”) and Geeks On Call America, Inc. (“Franchisor”) dated
      ________________ (the “Agreement””) shall be amended by the addition of the
      following language, which shall be considered an integral part of the Agreement
      (the “Amendment”):

    


    NEW
      YORK LAW MODIFICATIONS

    


    1. The
      New
      York Department of Law requires that certain provisions contained in franchise
      documents be amended to be consistent with New York law, including the General
      Business Law, Article 33, Sections 680 through 695 (1989). To the extent that
      the Agreement contains provisions that are inconsistent with the following,
      such
      provisions are hereby amended:

    


    
      	 	
              a.

            	
              If
                the Agreement requires Area Developer to execute a release of claims
                or to
                acknowledge facts that would negate or remove from judicial review
                any
                statement, misrepresentation or action that would violate the General
                Business Law, or any regulation, rule or order under the Law, such
                release
                shall exclude claims arising under the New York General Business
                Law,
                Article 33, Section 680 through 695 and the regulations promulgated
                thereunder, and such acknowledgments shall be void. It is the intent
                of
                this provision that non-waiver provisions of Sections 687.4 and 687.5
                of
                the General Business Law be
                satisfied.

            


    

    


    
      	 	
              b.

            	
              If
                the Agreement requires that it be governed by a state's law, other
                than
                the State of New York, the choice of law provision shall not be considered
                to waive any rights conferred upon the Area Developer under the New
                York
                General Business Law, Article 33, Sections 680 through
                695.

            


    

    


    2. Each
      provision of this Amendment shall be effective only to the extent that the
      jurisdictional requirements of the New York General Business Law, with respect
      to each such provision, are met independent of this Amendment. This Amendment
      shall have no force or effect if such jurisdictional requirements are not
      met.

    


    3. As
      to any
      state law described in this Amendment that declares void or unenforceable any
      provision contained in the Agreement, the Franchisor reserves the right to
      challenge the enforceability of the state law by, among other things, bringing
      an appropriate legal action or by raising the claim in a legal action or
      arbitration that you have initiated.

    


    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed and delivered this Amendment to the Area
      Development Agreement on the same day that the Area Development Agreement was
      executed.

    
      


      
        	
                GEEKS
                  ON CALL AMERICA, INC.

              	 	 
	 	 	 	 
	
                FRANCHISOR:

              	 	
                AREA
                  DEVELOPER:

              
	 	 	 	 	 
	
                By:

              	  	 	
                By:

              	  
	 	 	 	 	 
	
                Name:

              	  	 	
                Name:

              	  
	 	 	 	 	 
	
                Title:

              	  	 	
                Title:

              	  
	 	 	 	 	 
	 	 	 	 	 
	
                Notices
                  to Franchisor:

              	 	
                By:

              	  
	
                Geeks
                  On Call America, Inc.

              	 	 	 
	
                814
                  Kempsville Road, Suite 106

              	 	
                Name:

              	  
	
                Norfolk,
                  Virginia 23502

              	 	 	 
	
                Fax:
                  (757) 466-3457

              	 	
                Title:

              	  


      

      


      Notices
        to Area Developer:

      


      
        	 
	 
	 
	
                Attention:

              	  
	
                Fax:

              	  


      

       

      
        
          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

      

    


    AMENDMENT
      TO GEEKS ON CALL AMERICA, INC.

    AREA
      DEVELOPMENT AGREEMENT

    FOR
      THE STATE OF NORTH DAKOTA

    


    The
      Geeks
      On Call America, Inc. Area Development Agreement between ____________________
      (“Area Developer” or “You”) and Geeks On Call America, Inc. (“Franchisor”) dated
      ________________ (the “Agreement””) shall be amended by the addition of the
      following language, which shall be considered an integral part of the Agreement
      (the “Amendment”):

    


    NORTH
      DAKOTA LAW MODIFICATIONS

    


    1. To
      the
      extent that any provision of Section 9 or Section 10 of the Agreement is
      contrary to Section 9-08-06 of the North Dakota Century Code, such provision
      may
      be limited or invalid under that statute. The general release requirements
      under
      Section 14 of the Agreement are not applicable to North Dakota area developers.
      

    


    2. Section
      16.1 is amended with the addition of the following sentence at the end of the
      paragraph: 

     

    
      	 	 	
              Notwithstanding
                the foregoing, nothing in this Agreement shall abrogate or reduce
                any of
                your rights as provided for in North Dakota Century Code Sections
                51-19-01
                et seq., or your rights to any procedure, forum or remedies provided
                for
                by the laws of North Dakota.

            


    

     

    3. Section
      16.2 is deleted in its entirety and replaced with the following: 

    


    
      	 	
               

            	
              
                b.
                  Jurisdiction and Venue. In any suit brought by Franchisor,
                  which
                  in any way relates to or arises out of this Agreement, or any of
                  the
                  dealings of the parties hereto, Area Developer consent to venue
                  and
                  personal jurisdiction in the state courts and/or the United States
                  District Court located in Bismarck, North Dakota. In any suit brought
                  against Franchisor, including our present and former employees
                  and agents,
                  which in any way relates to or arises out of this Agreement, or
                  any of the
                  dealings of the parties hereto, venue will be proper only in the
                  above-named federal court, or if neither federal subject matter
                  or
                  diversity jurisdiction exists, in the city or county state court
                  located
                  in Bismarck, North Dakota.

              

            


    

     

    4. Sections
      16.3 and 16.5 are deleted in its entirety. The last sentence of Section 8.8
      is
      deleted in its entirety and replaced with the following:

    


    Area
      Developer agrees to pay all costs and expenses (including reasonable attorneys’
fees) incurred by Franchisor in connection with the enforcement of this Section
      7, and any of Franchisor’s other rights under this Agreement.

    


    5. Each
      provision of this Amendment shall be effective only to the extent that the
      jurisdictional requirements of the North
      Dakota Century Code Sections 51-19-01 et seq., with
      respect to each such provision, are met independent of this Amendment. This
      Amendment shall have no force or effect if such jurisdictional requirements
      are
      not met.

    


    6. As
      to any
      state law described in this Amendment that declares void or unenforceable any
      provision contained in the Agreement, the Franchisor reserves the right to
      challenge the enforceability of the state law by, among other things, bringing
      an appropriate legal action or by raising the claim in a legal action or
      arbitration that you have initiated.

    


    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed and delivered this Amendment to the Area
      Development Agreement on the same day that the Area Development Agreement was
      executed.

    
      


      
        	
                GEEKS
                  ON CALL AMERICA, INC.

              	 	 
	 	 	 	 
	
                FRANCHISOR:

              	 	
                AREA
                  DEVELOPER:

              
	 	 	 	 	 
	
                By:

              	  	 	
                By:

              	  
	 	 	 	 	 
	
                Name:

              	  	 	
                Name:

              	  
	 	 	 	 	 
	
                Title:

              	  	 	
                Title:

              	  
	 	 	 	 	 
	 	 	 	 	 
	
                Notices
                  to Franchisor:

              	 	
                By:

              	  
	
                Geeks
                  On Call America, Inc.

              	 	 	 
	
                814
                  Kempsville Road, Suite 106

              	 	
                Name:

              	  
	
                Norfolk,
                  Virginia 23502

              	 	 	 
	
                Fax:
                  (757) 466-3457

              	 	
                Title:

              	  


      

      


      Notices
        to Area Developer:

      


      
        	 
	 
	 
	
                Attention:

              	  
	
                Fax:

              	  


      

       

      
        
          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

      

    

     

    AMENDMENT
      TO GEEKS ON CALL AMERICA, INC.

    DEVELOPMENT
      AGREEMENT

    FOR
      THE STATE OF WASHINGTON

    


    The
      Geeks
      On Call America, Inc. Area Development Agreement between ____________________
      (“Area Developer” or “You”) and Geeks On Call America, Inc. (“Franchisor”) dated
      ________________ (the “Agreement””) shall be amended by the addition of the
      following language, which shall be considered an integral part of the Agreement
      (the “Amendment”):

    


    WASHINGTON
      LAW MODIFICATIONS

    


    1. The
      Director of the Washington Department of Financial Institutions requires that
      certain provisions contained in franchise documents be amended to be consistent
      with Washington law, including the Washington Franchise Investment Protection
      Act, WA Rev. Code §§ 19.100.010 to 19.100.940 (1991). To the extent that the
      Agreement contains provisions that are inconsistent with the following, such
      provisions are hereby amended:

    


    
      	 	
              a.

            	
              Washington
                Franchise Investment Protection Act provides rights to You concerning
                termination of the Agreement. If the Agreement contains a provision
                that
                is inconsistent with the Act, the Act will
                control.

            


    

    


    
      	 	
              b.

            	
              If
                the Area Developer is required in the Agreement to execute a release
                of
                claims, such release shall exclude claims arising under the Washington
                Franchise Investment Protection Act; except when the release is executed
                under a negotiated settlement after the Agreement is in effect and
                where
                the parties are represented by independent counsel. If there are
                provisions in the Agreement that unreasonably restrict or limit the
                statute of limitations period for claims brought under the Act, or
                other
                rights or remedies under the Act, those provisions may be
                unenforceable.

            


    

    


    
      	 	
              c.

            	
              If
                the Agreement requires litigation, arbitration or mediation to be
                conducted in a forum other than the State of Washington, the requirement
                may be unenforceable under Washington law. Arbitration involving
                a
                franchise purchased in the State of Washington must either be held
                in the
                State of Washington or in a place mutually agreed upon at the time
                of the
                arbitration, or as determined by the arbitrator.
                

            


    

    


    
      	 	
              d.

            	
              If
                the Agreement requires that it be governed by a state's law, other
                than
                the State of Washington, and there is a conflict between the law
                and the
                Washington Franchise Investment Protection Act, the Washington Franchise
                Investment Protection Act will
                control.

            


    

    


    2. Each
      provision of this Amendment shall be effective only to the extent that the
      jurisdictional requirements of the Washington law applicable to the provision
      are met independent of this Amendment. This Amendment shall have no force or
      effect if such jurisdictional requirements are not met.

    


    3. As
      to any
      state law described in this Amendment that declares void or unenforceable any
      provision contained in the Agreement, the Franchisor reserves the right to
      challenge the enforceability of the state law by, among other things, bringing
      an appropriate legal action or by raising the claim in a legal action or
      arbitration that you have initiated.

    
       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed and delivered this Amendment to the Area
      Development Agreement on the same day that the Area Development Agreement was
      executed.

    
      


      
        	
                GEEKS
                  ON CALL AMERICA, INC.

              	 	 
	 	 	 	 
	
                FRANCHISOR:

              	 	
                AREA
                  DEVELOPER:

              
	 	 	 	 	 
	
                By:

              	  	 	
                By:

              	  
	 	 	 	 	 
	
                Name:

              	  	 	
                Name:

              	  
	 	 	 	 	 
	
                Title:

              	  	 	
                Title:

              	  
	 	 	 	 	 
	 	 	 	 	 
	
                Notices
                  to Franchisor:

              	 	
                By:

              	  
	
                Geeks
                  On Call America, Inc.

              	 	 	 
	
                814
                  Kempsville Road, Suite 106

              	 	
                Name:

              	  
	
                Norfolk,
                  Virginia 23502

              	 	 	 
	
                Fax:
                  (757) 466-3457

              	 	
                Title:

              	  


      

      


      Notices
        to Area Developer:

      


      
        	 
	 
	 
	
                Attention:

              	  
	
                Fax: