Unassociated Document


    

       

      
        
          	
                  

                	 	
                  

                


        

      

       

    

     

    1-800-905-GEEK/GEEKS
      ON CALL

    FRANCHISE
      AGREEMENT

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    TABLE
      OF
      CONTENTS

     

    
      	
              Section

            	 	
              Page

            
	 	 	 	 
	
              1.

            	
              Grant
                of Franchise

            	 	
              1

            
	 	 	 	 
	
              2.

            	
              Term
                and Renewal

            	 	
              1

            
	 	 	 	 
	
              3.

            	
              Territory

            	 	
              1

            
	 	 	 	 
	
              4.

            	
              Fees
                and Payments

            	 	
              2

            
	 	 	 	 
	
              5.

            	
              Obligations
                of Franchisor 

            	 	
              4

            
	 	 	 	 
	
              6.

            	
              Obligations
                of Franchisee

            	 	
              5

            
	 	 	 	 
	
              7.

            	
              Reports
                and Review

            	 	
              7

            
	 	 	 	 
	
              8.

            	
              Termination

            	 	
              7

            
	 	 	 	 
	
              9.

            	
              Post
                Termination Obligations

            	 	
              8

            
	 	 	 	 
	
              10.

            	
              Covenant
                Not to Compete

            	 	
              9

            
	 	 	 	 
	
              11.

            	
              Independent
                Contractor

            	 	
              10

            
	 	 	 	 
	
              12.

            	
              Death
                or Incapacity

            	 	
              10

            
	 	 	 	 
	
              13.

            	
              Assignability

            	 	
              11

            
	 	 	 	 
	
              14.

            	
              Non-Waiver
                of Breach

            	 	
              13

            
	 	 	 	 
	
              15.

            	
              Governing
                Law

            	 	
              13

            
	 	 	 	 
	
              16.

            	
              Modification

            	 	
              13

            
	 	 	 	 
	
              17.

            	
              Release
                of Prior Claims

            	 	
              14

            
	 	 	 	 
	
              18.

            	
              Indemnification

            	 	
              14

            
	 	 	 	 
	
              19.

            	
              Notices

            	 	
              14

            
	 	 	 	 
	
              20.

            	
              Full
                Understanding

            	 	
              14

            
	 	 	 	 
	
              21.

            	
              Acknowledgments

            	 	
              14

            
	 	 	 	 
	
              22.  

            	
              Guaranty

            	 	
              14

            


    

    


    Schedule
      A – Territory

    


    Schedule
      B – Special Stipulations

    


    
      
        
          
          

        

        
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    1-800-905-GEEK/GEEKS
      ON CALL FRANCHISE AGREEMENT

    


    
      	1.	
              GRANT
                OF FRANCHISE

            


    

    


    Geeks
      On
      Call America, Inc. a Virginia corporation (“Geeks On Call”, “1-800-905-GEEK”,
“Franchisor”, “we”, “us”, or “our”) has developed a system for the operation of
      computer support services (the “System”). The System utilizes special marketing
      techniques and operating procedures to facilitate the provision of computer
      support and related services targeted primarily at the small business and
      residential computer users. 

    


    You
      have
      applied for a franchise that utilizes our system and our Marks (the “Franchised
      Business”). Subject to the terms of this franchise agreement (the “Agreement”),
      we grant you a 1-800-905-GEEKS/Geeks On Call franchise. “You” is the franchisee
      entity (individual, partnership, corporation or limited liability company)
      which
      is granted the Franchise. You also includes each owner of an interest in the
      franchisee entity for purposes of Sections 5.i., 6.a., 8.a., 8.b., 8.c.,
      9.a.-j., 10, 12, 13, 15, 16, 17, 19 and 20. This Agreement will allow you to
      operate a computer support service using our system and our Marks within the
      Territory described on Schedule A. You agree to abide by the terms of this
      Agreement. 

    


    You
      recognize and agree that the nature of the computer support business is such
      that complete uniformity is not always practical or desirable and that we,
      in
      our sole discretion, may vary the terms of this Agreement and the standards
      of
      operation of the Franchised Business to accommodate the peculiarities of a
      particular situation and/or Territory. You have no recourse against us if other
      franchisees are granted allowances, which you are not granted.

    


    
      	2.	
              TERM
                AND RENEWAL

            


    

    


    a.
      Term. This
      Agreement will be effective for an initial ten (10)-year term beginning on
      the
      Effective Date specified in this Agreement.

    


    b.
      Renewal. You
      may
      renew for additional ten (10)-year terms by signing our then current franchise
      agreement if you are in compliance with this Agreement and desire to renew.
      You
      may also renew future franchise agreements if you are in compliance with such
      agreements and meet the other conditions therein for renewal by signing our
      then
      current franchise agreement. There is no fee for renewals, however you must
      exercise a general release of all claims that you might have against us.
      Royalties and the nature and amount of our right to charge an advertising fee
      will not be raised upon renewals. Other terms and conditions may vary. If you
      wish to renew, you must notify us in writing at least 180 days before the
      expiration of this Agreement. 

    


    
      	3.	
              TERRITORY

            


    

    


    Your
      primary geographic area of responsibility a Territory is described in Schedule
      A
      of this Agreement (the “Territory”). You will not receive an exclusive area from
      us, but you will receive a primary geographic area of responsibility within
      which you will be primarily responsible for providing service to customers
      located within that geographic area. Except as described below, other
      franchisees may not solicit customers within your Territory, but may be
      dispatched within your Territory to maintain response time performance based
      on
      service call demand or a special request by the customer or us for a particular
      franchisee to fill the customer’s service needs. Within your Territory,
      dispatching of service calls may be assigned to other franchisees to satisfy
      customer service demand and protect the system. No
      other
      franchisee may solicit customers in your Territory. They may, however, solicit
      national or regional accounts which have business locations in their territories
      and yours. Subject to Section 4.j., they may offer you the right to service
      that
      account, but they may not service the account themselves unless we dispatch
      them
      when you are unavailable. If you or your Designated Manager die or are
      incapacitated as described in Section 13, we may authorize other franchisees
      to
      solicit business and service customers in your Territory until your Franchise
      has been assigned to an approved transferee or until we have approved a new
      Designated Manager for your Franchised Business. We may sell any other Territory
      to other franchisees or locate company owned businesses in such
      territories.

    


    
      
        
          
          

        

        
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    We
      may
      grant franchises in other lines of business in your Territory. We may establish
      in your Territory other franchises whose principal product or service is not
      computer support services and which uses Marks other than those granted
      hereunder. We reserve the right to establish other channels of
      distribution, other
      than through a mobile business, which provides goods and/or services similar
      to
      those provided by 1-800-905-GEEK/Geeks
      On
      Call franchisees. We reserve all rights to the use and appearance of our Marks
      on the Internet.

    


    
      	4.	
              FEES
                AND PAYMENTS

            


    

    


    a.
      Initial Franchise Fee. You
      must
      pay us an initial franchise fee in the amount of ______________ Dollars
      ($__________). If you are executing this Agreement pursuant to an Area
      Development Agreement, the entire fee is due when you execute this Agreement.
      Otherwise, the franchise fee is payable in two (2) installments of fifty percent
      (50%) each. The first installment is paid when you sign the Agreement. The
      second installment is paid before you begin training. The initial franchise
      fee
      is refundable if you or your Designated Manager do not pass our Effective
      Operations Training Program (“Operations Training”) in accordance with our
      current passing standards for Operations Training, provided that you return
      to
      us all materials which we distributed to
      you
      during Operations Training.

    


    b. Initial
      Advertising Fee.
      You must
      pay us an initial advertising fee in the amount of Fifteen Thousand Dollars
      ($15,000). The
      initial advertising fee is refundable if you or your Designated Manager do
      not
      pass our Operations Training in accordance with our current passing standards
      for Operations Training, provided that you return to us all materials which
      we
      distributed to you during Operations Training. The initial advertising fee
      is
      placed in our advertising, sales and marketing account where it is commingled
      with other initial advertising fees and advertising fees. It is not used to
      promote your or any other individual franchisee’s Franchised Business.


    


    c. Approval/Fee
      Refund.
      We have
      ten (10) days from the date you complete our Operations Training to approve
      or
      deny your request to become a franchise owner based upon our criteria and
      standards in effect at the time. Should we deny your request, upon your
      returning to us all materials you received in training, we will refund any
      fees
      you paid to us.

    


    d. Royalties.
      You must
      pay us a weekly royalty fee of eleven percent (11%) of Gross Receipts. Gross
      Receipts include all revenue from all services and products offered (including
      but not limited to computer troubleshooting, maintenance, upgrading, parts,
      training, networking, consulting, programming, affiliates’ commissions and
      necessary package software), excluding customer discounts and sales tax, but
      not
      service fees for credit card transactions and bank drafts. Royalties will be
      drafted weekly from your business bank account, and may also be deducted from
      amounts due you for revenues disbursed to you from receivables collections
      and
      bank drafts we process. Royalties are due weekly on the second business
      day of the week for the prior week ending on Sunday.

    


    e. Advertising
      Fee. You
      must
      pay us an advertising fee of Two Hundred Seventy-Five Dollars ($275) per week
      beginning the 1st week of operations. Advertising fees will be drafted weekly
      from your business bank account, and may also be deducted from amounts due
      you
      for revenues disbursed to you from receivables collections and bank drafts
      we
      process. Advertising fees are due weekly on the second business
      day of the week for the prior week ending on Sunday. Advertising fees may be
      increased upon thirty (30) days prior written notice, but by no more than
      twenty-five percent (25%) over the term of this Agreement.

    


    g. Payment
      Period. You
      must
      pay us ongoing royalties and advertising fees weekly on the second business
      day of the week for the prior week ending on Sunday. We
      reserve the right to modify this payment schedule in the Operations
      Manual.

    


    
      
        
          
          

        

        
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    h. Service
      Agreement Marketing.
      If you
      request that we set up appointments for you with businesses in your Territory
      from contact information which you provide to us, and we agree to provide this
      service to you, we will charge you Thirty Dollars ($30) for each appointment
      which we set up and which is kept by the customer. The fee is due on the same
      day as royalty fees, the week after you receive our invoice, regardless of
      whether the appointment results in a signed service contract. We may increase
      the fee on thirty (30) days notice. 

    


    i. Electronic
      Dispatch Service.
      Each
      technician employed or retained by you must obtain and carry with him or her
      during business hours the electronic paging or communications devices we
      prescribe. You
      also
      must subscribe to and, if we require, pay the fees we or our designee charge
      for
      our electronic dispatch service. Those fees are subject to change upon thirty
      (30) days’ notice, however, the fees will not exceed $50 per month.

    


    j. National/Regional
      Accounts.
      If we or
      another franchisee enter into an on-site service agreement with sites in your
      Territory for which you provide service, you must pay us or the franchisee
      ten
      percent (10%) on collected monies from these agreements for their term and
      during any future renewal periods. If we collect payments from the customer,
      we
      will remit ninety percent (90%) of the amount collected to you, less royalty
      and
      advertising fees you owe on that bill. You may not sign an agreement to provide
      services to a national/regional account outside your Territory without our
      prior
      written approval and that of each franchisee who would be obliged to service
      the
      customer. If you are successful in identifying and helping to broker a formal
      service agreement for a regional/national account, then you are entitled to
      a
      10% royalty on gross receipts from service provided by other franchisees on
      the
      account on service performed outside your territory.

    


    k. Complaint.
      You must
      pay us a fee of Fifty Dollars ($50) for any customer complaint that we must
      respond to.

    


    l.
       Service
      Assistance.
      In
      addition to the complaint fee above, we may charge for technical time spent
      (currently One Hundred Twenty Dollars ($120) per hour) rectifying any deficient
      performance and satisfying the unhappy customer. Service assistance fees will
      also be billed when one of your service agreement customers needs assistance
      and
      you are unable to provide timely service to that customer, as will be determined
      by us in our sole discretion. Service assistance fees are subject to change
      on
      thirty (30)-days notice to reflect changes in cost and will be drafted
      weekly.

    


    m. Interest.
      You must
      pay interest of eighteen percent (18%) (compounded daily) per year or the
      highest amount permitted by law on any amounts you owe us that are more than
      fifteen (15) days past due.

    


    n. Audit.
      You must
      pay any cost we incur for any audit we perform which results in a finding that
      you have failed to comply with the franchise agreement or you have understated
      by three percent (3%) or more in any report of gross receipts. Our costs will
      include employees’ travel, room and board expenses. Payment is due by you upon
      receipt of our invoice.

    


    o. Additional
      Training.
      You may
      request additional training and/or we may require that your new employees
      successfully complete our three (3) day Operations Training (customer service
      and procedures) and the fees for additional training will be One Thousand
      Dollars ($1,000) per day.

    


    p. Transfer
      Fee. In
      the
      event that you transfer your Franchised Business, you must pay us a fee of
      Five
      Thousand Dollars ($5,000) at the time of transfer. We may increase or decrease
      this fee by the amount of change in the Consumer Price Index – All Urban
      consumers, published by the U.S. Department of Labor, or a reasonably similar
      successor index.

    


    q. Late
      Report Fee.
      You must
      pay us Two Hundred Dollars ($200) for each weekly report of Gross Receipts
      which
      is not received on or before the date it is due.

    


    
      
        
          
          

        

        
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    r. Amendment
      Fee.
      If you
      request and we agree to amend this Agreement, you must pay us an Amendment
      Fee
      of Two Thousand Five Hundred Dollars ($2,500). 

    


    
      	5.	
              OBLIGATIONS
                OF FRANCHISOR

            


    

    


    a. Training.
      We
      provide a five (5)-day Operations Training program, which is required of new
      franchisees and employees who will be providing services. We do not charge
      for
      the Operations Training at the startup of your Franchised Business, but you
      are
      responsible for all expenses you incur as a result of training, such as travel,
      lodging and entertainment. However, any additional training that you or your
      employees may require will be billed at Five Hundred Dollars ($500) per day.
      

    


    b. Operations
      Manual. We
      will
      loan you a copy of our Operations Manual to offer guidance in the operation
      of
      your Franchised Business. 

    


    c. Vehicle
      Approval. The
      vehicle we have approved is a Chrysler PT Cruiser (Blue or Black in Color),
      however, other similar vehicles may be approved by us. No vehicle may be used
      without our approval. Vehicles must meet our specifications including body
      style, color and model year. We
      do not
      currently sell or lease vehicles. Our
      approved decals must also be installed on the vehicle. Your investment may
      vary
      depending upon your decision to use an existing vehicle, to lease a new or
      used
      vehicle, or to purchase a new vehicle. Painting or repairs that may be required
      for vehicle approval may require additional expense.

    


    d. Sources.
      We
      will
      designate approved or recommended sources for decals, advertising materials,
      supplies, parts, communications equipment and software products. If we designate
      one or more approved sources for particular items, you will use only such
      approved sources for those items.

    


    e. Advertising,
      Sales and Marketing.
      We raise
      fees related to marketing through the initial advertising fees and ongoing
      advertising fees collected from our franchisees. Although we designate these
      fees for use in advertising, sales and marketing activities, we do not maintain
      them in a separate fund. Rather, we spend them as we determine is most
      beneficial to promoting our Marks and System. We use advertising fees to
      develop, produce, distribute and/or conduct advertising programs, marketing
      programs, public relations and marketing research. We
      may
      spend advertising fees on local, regional or national advertising as we
      determine appropriate. We produce advertising in-house and through a local
      advertising agency. Advertising, sales and marketing may include advertising
      to
      sell franchises. We
      plan
      to allocate from the income of any company-owned 1-800-905-GEEK/Geeks
      On
      Call businesses we operate an amount which is comparable to what franchisees
      pay
      us. However, the franchise agreement does not require us to do so.

    


    You
      may
      only use advertising material we have prescribed or approved, and you may only
      distribute it to people or businesses located in your Territory. All advertising
      must carry only our toll-free phone number and our headquarters address.


    


    We
      pay
      all costs of marketing activities, including a share of corporate overhead
      related to advertising, sales and marketing, with advertising fees. We do not
      guarantee that you will benefit directly from any advertising or marketing.
      

    


    f. Billing.
      We
      own
      all accounts which you service. However, you have the right to handle all
      billing and collections of monies due on such accounts. We may require you
      to
      use a specified form for customer engagements and forward copies of them to
      us.


    


    g. Technical
      Support.
      We will
      provide reasonable telephone and/or internet support for your questions
      regarding computer support services during normal business hours. 

    


    h. Operational
      Support.
      We will
      advise you in the budgeting for and operation of your franchise.

    


    
      
        
          
          

        

        
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    i. Advanced
      Training/Regional Meetings.
      We may
      provide a one (1) to two (2) day advanced training forum for experienced
      franchisees. To attend advanced training, you must have completed the Operations
      Training Program. Advanced training is held at various sites which we select
      across the country. The agenda for advanced training varies but often focuses
      on
      improving business management skills in order to increase profitability. We
      do
      not charge for this training but you are responsible for all expenses that
      you
      incur as a result of attending training, such as travel, lodging and
      entertainment.

    


    j. Customer
      Dispatch Center.
      We will
      provide a call center operation for accepting customer request for services
      and
      products and dispatching. 

    


    k. Group
      Discounts. From
      time
      to time we may provide you with the opportunity to participate in group
      purchasing programs which offer group discounts. The discounts and terms for
      any
      such opportunities will vary.

    


    
      	6.	
              OBLIGATIONS
                OF FRANCHISEE

            


    

    


    a. Training.
      You, if
      you are an individual, or your Designated Manager, if you are an entity, must
      attend and successfully complete our Operations Training before you may operate
      the Franchised Business. 

    


    b. Use
      of Our Marks.
      You
      agree to use our trade names, service marks and trademarks (collectively, the
      “Marks”) as we develop them. All uses of our Marks require our approval in
      advance of use and you agree to obtain our prior written consent before using
      our Marks in any way. For example, you must obtain our approval prior to using
      our Marks in advertising or marketing, including any website. You may not
      maintain a website or any Internet advertising in connection with the Franchised
      Business or our Marks without our prior written approval. You agree not to
      use
      any marks which could be confused with our Marks. We may replace, modify or
      add
      to our Marks. In the event that we replace, modify or add additional Marks,
      you
      agree to update or replace yours signs, supplies, etc. to reflect the new Marks,
      at your expense, in the time frame we provide at the time of such an update.
      You
      may not use our Marks in the name of any legal entity you create to own and/or
      operate the Franchised Business. You may register the fictitious tradenames
      “1-800-905-GEEK” or Geeks On Call®” with all appropriate legal authorities in
      order to operate the Franchised Business. You must notify us if you learn of
      anyone who is using or claims the right to use our Marks. If we take action
      against any unauthorized user of our Marks, we may require you to assist us,
      at
      your expense, in our efforts to enforce our rights in the Marks.

    


    c. Signs/Decals.
      You must
      display on your service vehicle(s) a decal that we have approved. We must
      approve all your signs or decals before you order or display them.

    


    d. Starting
      Date.
      You
      agree to begin operations and be open for business no later than ninety (90)
      days following the Effective Date of this Agreement. 

    


    e. Operating
      Hours.
      You
      agree to accept customer service request dispatches Monday through Friday,
      9:00
      a.m. to 5:00 p.m. and Saturdays 9:00 a.m. to 12:00 p.m. year-round, federal
      holidays excluded, or such other hours as we may specify in the Operations
      Manual. Notice of non-availability to receive and service dispatch customer
      service requests must be given in writing forty-eight (48) hours prior via
      facsimile or as otherwise prescribed in the Operations Manual. 

    


    f. Dispatch
      Software.
      Our
      designated third party is the only approved supplier of dispatch processing
      software and the wireless receiving device.

    


    g. Wireless
      Dispatching/Communication.
      You must
      obtain and maintain a wireless dispatch communication service for each
      technician you employ or retain in the Territory. You must own or lease
      equipment and subscribe to a wireless service provider that we
      approve.

    


    
      
        
          
          

        

        
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    h. Equipment.
      You must
      obtain and use computer systems which meet our then current specifications.
      We
      may update the specifications. When the specifications are updated, you must
      either obtain or upgrade the computer systems such that your equipment meets
      our
      then current specifications.

    


    i. Insurance.
      During
      the term of this Agreement, you must procure and maintain an insurance policy
      or
      policies with at least the following coverage, or such other coverage as may
      be
      specified in the Operations Manual:

    

      
        	
                Comprehensive
                  General Liability:

              	
                $1
                  million

              
	
                Worker’s
                  Compensation :

              	
                as
                  required by your state law

              
	
                Other
                  Insurance:

              	
                as
                  provided in the Operations
                  Manual

              


      



    You
      must
      name us as additional insured on these policies.

    


    j. Internet
      Service. We
      may
      also require e-mail and Internet connection set-up through an approved
      provider.

    


    k. Operations
      Manual.
      We will
      loan you a copy of the Operations Manual. The Operations Manual is a detailed
      extension of this Franchise Agreement which covers standards to be maintained,
      operating procedures and other information. We may change this Operations Manual
      from time to time in order to adjust for competitive changes, technological
      changes, legal requirements and attempts to improve in the marketplace. You
      agree to be bound by the Operations Manual and future modifications of it.
      You
      must operate the Franchised Business according to the then current Operations
      Manual in effect, including any modifications, amendments or supplements made
      to
      the Operations Manual after the date of this Agreement.

    


    l. Participation.
      You
      agree that franchise services will be provided under your direct supervision
      and
      control and/or under the direct supervision and control of a full time
      Designated Manager who has been approved by, and not later disapproved by,
      us.
      We will not approve a Designated Manager or a computer technician prior to
      their
      successful completion of the Operations Training. 

    


    m.
      Quality Standards.
      You must
      perform all computer support service and other work provided by your franchise
      carefully, timely, accurately and in accordance with prevailing industry
      standards and our Operations Manual. As may be explained further or modified
      in
      the Operations Manual, you specifically agree to uphold the quality standards
      as
      specified in the Operations Manual.

    
       

        n.
          Billing. You
          agree
          that we own all accounts which you service no matter how procured. However,
          you
          have the right to handle all billing and collections of monies due on such
          accounts. If we prescribe forms for you to use to accept or engage clients
          or
          work, you agree to use such forms and forward copies of them to us.


      

    

    


    o. Employee
      Training.
      You must
      hire sufficient staff to properly carry out the Franchised Business. You must
      also conduct and require each of your employees to complete an employee policy
      and procedure training course as defined by us. You are solely responsible
      for
      hiring, firing, compensating, paying applicable payroll taxes and day to day
      supervision and control over your employees.

    


    p. Vehicle
      Condition.
      You must
      obtain for each technician employed by you a vehicle which meets our standards
      and you must maintain it so as to present a neat and professional image.


    


    q. Supplies,
      Inventory and Equipment.
      You
      agree that in order to establish a standard and consistent delivery of computer
      support services, certain items must be used in the operation of the franchise.
      You must use the items set forth as required in the Operations Manual
      (e.g.,
      customer invoices, air cans, uniforms, contracts, and rolling inventory). You
      are responsible for the cost of all supplies, furniture, equipment and other
      items which may be necessary to conduct the Franchised Business.

    


    
      
        
          
          

        

        
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    r. Laws
      and Regulations. You
      agree
      to comply with all federal, state and local laws and regulations. You will
      secure all necessary permits, certificates, licenses and consents to operate
      your business.

    


    s. Advertising,
      Sales and Marketing. You
      must
      use trade names, service marks and trademarks (“Marks”) as we develop them. At
      this time, our Marks include “Geeks On Call®” and “1-800-905-GEEKTM”, as well as
      the other Marks listed in our Franchise Offering Circular. You must obtain
      our
      written consent before using our Marks in any way. For example, you must obtain
      our approval prior to using our Marks in advertising, sales and marketing.
      You
      may not use any marks, which could be confused with our Marks. In the event
      that
      we replace, add to or modify our Marks, you agree to update or replace your
      signs, supplies, etc. to reflect the new marks, at your expense, in the time
      frame we provide at the time of such change. We must approve all advertising,
      sales and marketing materials before you use such materials. You may purchase
      such materials from any vendor.

    


    
      	7.	
              REPORTS
                AND REVIEW

            


    

    


    a. Gross
      Receipts Report. You
      must
      send us a Gross Receipts report in the manner, form and times we specify.
      Presently, you must report your Gross Receipts on the first business day of
      each
      week for Gross Receipts during the previous week. 

     

    b. Financial
      Reporting. By
      January 30th
      of each
      year, you must send us an unaudited balance sheet and a profit and loss
      statement, in the manner and form we specify, for the twelve (12)-month period
      ending December 31st
      of the
      prior year. By March 15th
      of each
      year, we must receive a copy of your Federal Income Tax Return for the previous
      year for your business entity.

    


    c. Review.
      We
      have
      the right to review, inspect and copy, during normal business hours, all of
      your
      business records related to the Franchised Business, including tax returns
      and
      bank statements showing revenues from the Franchised Business.

    


    d. Mail
      Reviews.
      If we
      request a copy of your customer receipts (paper and/or electronic) or any other
      business records related to the Franchised Business, you must send us at your
      expense these records within five (5) days of receiving our
      request.

    


    e. Electronic
      Review. We
      may
      cause programs to run on your computer systems that may send information to
      us.
      We agree that the use of such programs will not unreasonably interfere with
      your
      operation of the Franchised Business, and you agree to allow such programs
      to
      run without interference by you.

    


    
      	8.	
              TERMINATION

            


    

    


    a. You
      may
      terminate this Agreement only through non-renewal as set forth in Section 2.b.
      of this Agreement. If you terminate this Agreement, you must comply with all
      of
      the post termination provisions of this Agreement.

    


    b. We
      may
      terminate this Agreement without notice and the opportunity to cure for any
      of
      the following:

    


    
      	 	 	
              (i)

            	
              If
                you become insolvent or take any steps to seek protection from creditors,
                or if a receiver (permanent or temporary) is appointed by a creditor
                or a
                court of competent authority or if you make a general assignment
                for the
                benefit of creditors;

            


    

    


    
      	 	
              (ii)

            	
              If
                a final judgment of record against you or your Franchised Business
                remains
                unsatisfied for 30 days or longer; 

            


    

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (iii)

            	
              If
                you commit a material violation of any law, ordinance, rule or regulation
                of a governmental agency or department reasonably associated with
                the
                operation of the Franchised
                Business;

            


    

    


    
      	 	 	
              (iv)

            	
              If
                you discontinue the active operation of the Franchised Business in
                the
                Territory for five (5) consecutive business
                days;

            


    

    


    
      	
            	(v)	
              If
                you fail to open for business within ninety (90) days of the Effective
                Date of this Agreement;

            


    

    


    
      	
            	(vi)	
              If
                you market to clients outside the
                Territory;

            


    

    


    
      	
            	(vii)	
              If
                you fail to use in the Territory the systems we provide or
                recommend;

            


    

    


    
      	
            	(viii)	
              If
                each of your technicians do not obtain and maintain the minimum required
                certifications;

            


    

    


    
      	
            	(ix)	
              If
                you fail to report work orders as outlined in the Operations
                Manual;

            


    

    


    
      	 	 	
              (x)

            	 	
              If
                you commit three (3) or more breaches of this Agreement, the Operations
                Manual or any other agreement related to the Territory in any twelve
                (12)-month period regardless of whether such breaches were cured
                after
                notice; or

            


    

    


    
      	 	 	
              (xi)

            	
              If
                you fail to maintain the required
                insurance.

            


    

    


    c. We
      may
      terminate this Agreement, after sending you notice and an opportunity to cure
      within seven (7) days, if:

    


    
      	 	
              (i)

            	
              you
                violate any other term or condition of this Agreement, the Operations
                Manual, or any other agreement related to the
                Territory;

            


    

    


    
      	 	
              (ii)

            	
              any
                amount owing to us relating to the Territory is more than thirty
                (30) days
                past due; or

            


    

    


    
      	 	
              (iii)

            	
              you
                fail to submit required reports or other information as provided
                herein or
                if you make any false submission in connection
                therewith.

            


    

    


    
      	9.	
              POST
                TERMINATION OBLIGATIONS

            


    

    


    In
      the
      event that this Agreement expires, is not renewed or is terminated for any
      reason by any party, including a sale of the Franchised Business, you must
      immediately:

    


    
      	
            	a.	
              Remove
                all 1-800-905-GEEK/Geeks On Call decals or signs from all of your
                vehicles
                and other premises;

            


    

    


    
      	 	
              b.

            	
              Stop
                identifying yourself as a 1-800-905-GEEK/Geeks On Call franchisee,
                never
                hold yourself out as a former 1-800-905-GEEK/Geeks On Call franchisee
                and
                cease, and not thereafter commence, use of any of our Marks or any
                marks
                which are likely to be confused with our
                Marks;

            


    

    


    
      	
            	c.	
              Stop
                using all literature received from us and other items bearing our
                Marks;
                

            


    

    


    
      	
            	d.	
              Pay
                to us all amounts owing to us;

            


    

    


    
      	 	
              e.

            	
              Transfer
                to us all telephone numbers, listings and advertisements used in
                relation
                to the Franchised Business and deliver to us copies of such documents
                of
                transfer;

            


    

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              f.

            	
              Deliver
                to us all copies, including electronic copies, of lists and other
                sources
                of information containing the names of customers who patronized the
                Franchised Business;

            


    

    


    
      	
            	g.	
              Deliver
                to us all customer files and records, and all copies
                thereof;

            


    

    


    
      	
            	h.	
              Deliver
                to us the copy of the Operations Manual and all updates which we
                loaned to
                you;

            


    

    


    
      	
            	i.	
              Cancel
                all fictitious name listings which you have filed for use of any
                of our
                Marks; and

            


    

    


    
      	
            	j.	
              Adhere
                to the provisions of the covenant not to compete and any other covenant
                herein that requires performance by you after you are no longer a
                franchisee.

            


    

    


    
      	10.	
              COVENANT
                NOT TO COMPETE

            


    

    


    a. In-Term.  During
      the term of this Agreement, you agree not to directly or indirectly, be employed
      by, work with, be engaged in, be interested in or advise, invest or contribute
      money to, lend money to or guarantee the debts or obligations of, any person
      or
      entity engaged in computer support services or any other business being carried
      on by us or our franchisees under franchise agreements.

    


    b. Post-Term.
      You
      agree that for a period of two (2) years following the termination, expiration,
      transfer or other disposition of this Agreement or the Franchised Business,
      you
      will not directly or indirectly, be employed by, work with, be engaged in,
      be
      interested in or advise, invest or contribute money to, lend money to or
      guarantee the debts or obligations of, any person or entity engaged in computer
      support services, within the greater of ten (10) miles of your Territory, or
      within any franchise territory which is adjacent to your Territory. However,
      if
      you are an individual, you may provide computer support services for your
      employer, but only for computers used in the employer’s own
      business.

     

    c. For
      two
      (2) years after the Agreement expires or terminates, you will not contact,
      for
      the purpose of selling computer support services which are the same as or
      similar to those you are authorized to sell under this Agreement, any person
      or
      organization which was, at any time during the two (2)-year period prior to
      such
      expiration or termination, a customer to which you sold such services, or which
      you know is a customer of another franchisee located within ten (10) miles
      of
      your Territory. “Customer” includes successors of any customer who reorganized,
      merged, acquired or transferred their business. “Contact” includes responding to
      another’s request for services.

    


    d. You
      acknowledge that a violation of any of the covenants in this Section 10 may
      cause irreparable injury to us and/or to our franchisees, for which money
      damages may not adequately compensate us. Accordingly, you agree that a court
      or
      arbitrator may enjoin your violation of these covenants during the pendency
      of
      any dispute resolution proceeding between us, and you agree that we have no
      duty
      to post a bond as a condition of receiving such interim relief.

    


    e. You
      agree
      not to disparage us, including our current and former employees and
      directors.

    


    f. You
      also
      agree that you will never, directly or indirectly during or after the term
      of
      this Agreement, divulge to or use for the benefit of any person or entity
      outside of the 1-800-905-GEEK/Geeks On Call franchise system, any information
      contained in our Operations Manual, any information concerning customers served
      by your Franchised Business, any information related to marketing, or any other
      systems or methods of operation of our business or that of our franchisees.
      You
      agree not to do any act prejudicial or injurious to our goodwill or name.
      Information furnished to your employees will be reasonably limited to that
      which
      directly relates to and assists in the proper performance of such employee's
      duties.

    


    g. You
      hereby acknowledge that the qualifications to be a 1-800-905-GEEK/Geeks On
      Call
      franchisee are special, unique and extraordinary, and that this Agreement would
      not be entered into by us except upon condition that such restrictive covenants
      be embodied herein.

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    h. You
      acknowledge and agree that the provisions of this Section are reasonable, valid
      and not contrary to the public interest and all defenses to the strict
      enforcement thereof by us are waived.

    


    i. All
      of
      the covenants contained in this Section will survive any termination or
      expiration of this Agreement.

    


    j.  If
      any
      covenant or provision herein is determined to be void or unenforceable, in
      whole
      or in part, it will be deemed severed and not to affect or impair the validity
      of any other covenant or provision of this Section. 

    


    We
      may
      reduce the temporal or geographic scope of any covenant in this Section 10,
      which reduction shall become effective upon your receipt of notice of it. You
      agree to comply with it as modified.

    


    
      	11.	
              INDEPENDENT
                CONTRACTOR

            


    

    


    You
      are
      an independent contractor. You are not our agent, partner, employee, or a
      participant in a joint venture and have no authority to hold out as such to
      third parties. You do not have any authority to bind or obligate us. We are
      not
      and will not be liable for any act, omission, debt, or other obligation of
      yours. 

    


    You
      are
      responsible for all loss or damage and for all contractual liability to third
      parties originating in or in connection with the operation of the Franchised
      Business and for all claims or demands for damage directly or indirectly related
      thereto. You agree to defend, indemnify and hold harmless Franchisor and its
      employees of and from and with respect to any such claim, loss or
      damage.

    


    
      	12.	
              DEATH
                OR INCAPACITY

            


    

    


    If
      you or
      your Designated Manager becomes incapacitated to the extent that we determine
      he
      or she is unable to conduct normal business functions, or if you or your
      Designated Manager dies, we at our option may allocate service calls in your
      Territory to neighboring franchisees without any obligation to compensate you
      or
      your estate, or we may appoint an interim Designated Manager. The interim
      Designated Manager who may be another franchisee shall operate the Franchised
      Business for the benefit of your estate until the Franchise has been transferred
      to a new franchisee in compliance with Section 13, until the Franchise has
      been
      terminated, or until we approve a new Designated Manager to operate the
      Franchised Business for the benefit of your Survivors. Your Survivors include
      your estate, others owning an interest in your Franchised Business, including
      any trust which owns an interest in the Franchised Business under terms which
      we
      have approved, and the beneficiaries of any will or trust you have
      established.

    


    Absent
      agreement to the contrary, the interim Designated Manager’s compensation shall
      equal fifty percent (50%) of the net proceeds collected from amounts the
      Designated Manager bills on behalf of your Franchised Business. The Franchised
      Business shall be liable for paying sales taxes and all other expenses of the
      Franchised Business from its share of the proceeds. A Designated Manager may
      condition offering his or her services on the Survivor’s agreement to different
      compensation or to an indemnification agreement.

    


    We
      have
      no duty to appoint a Designated Manager for you or for your estate. We do not
      represent or warrant that any Designated Manager will operate the business
      in a
      way which is profitable. We will condition our approval of a Designated Manager
      on your Survivors releasing us from liability for acts or omissions of a
      Designated Manager.

    


    If
      a
      Survivor does not desire to acquire or retain your or your Designated Manager’s
      interest, the Survivor will have a reasonable period of time, but no more than
      180 days, to make a transfer acceptable to us, subject to the procedures
      described in Section 13.

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    
      	13.	
              ASSIGNABILITY

            


    

    


    We
      may
      assign this Agreement to an assignee who agrees to remain bound by its terms,
      without obtaining your approval. We will not permit you to sub-license or
      sub-franchise the Franchised Business. Your interest under this Agreement or
      your ownership in the Franchised Business may be transferred or assigned only
      if
      you comply with the following provisions. No interest may be transferred unless
      or until you are in full compliance with this Agreement. No accounts or assets
      of the Franchised Business may be assigned apart from an assignment of this
      Agreement.

    


    a. If
      you
      have received and desire to accept a signed, bona fide offer to purchase or
      otherwise transfer an interest in the Franchised Business or any interest in
      this Agreement or you (the franchisee entity), you will grant us the option
      (the
“Right of First Refusal”) to purchase the Franchised Business or interest in you
      as hereinafter provided. 

    


    b. If
      you or
      the owner of any interest in the franchisee entity desires to make a transfer,
      such person or entity (“transferor”) must comply with the following terms,
      conditions and procedures to effectuate a valid transfer:

    


    
      	
            	(i)	
              If
                any proposed assignment of any rights under this Agreement, or if
                any
                other transfer which, when aggregated with all previous transfers,
                would,
                in our reasonable opinion result in the transfer of effective control
                over
                the ownership of this Agreement and/or operation of the Franchised
                Business, a material part of your assets or you, (the franchisee
                entity),
                the transferee must apply for a Franchise and must meet all of our
                then
                current standards and requirements for becoming a franchisee (which
                standards and requirements need not be
                written).

            


    

    


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

    


    
      	 	 	
              (i)

            	
              The
                proposed transferor shall first notify us 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 we prescribe, including
                the
                prospective transferee’s name, address, financial qualifications and
                previous five (5) years’ business
                experience;

            


    

    

      
        	 	 	
                (ii)

              	
                The
                  transferor shall provide us 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 us, accompanied by the proposed
                  transferee’s written agreement to the
                  terms.

              


      

      


      
        	 	 	
                (iii)

              	
                The
                  proposed transferor shall provide us with any additional information,
                  agreements, certifications or documents we request for use in our
                  evaluation of whether to approve the transfer or to exercise our
                  right of
                  first refusal.

              


      

      


      
        	 	 	
                (iv)

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

              


      

      


      
        	 	 	
                (v)
                  

              	
                If
                  the Franchised Business is being offered in combination with one
                  or more
                  other items, we have the right to purchase the interest we select
                  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, we may establish a fair value for
                  the
                  interest we select 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.

              


      

    

     

    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    

      
        	 	 	
                (vi)

              	
                If
                  non-monetary consideration is offered, we may pay the cash equivalent
                  of
                  the non-monetary consideration offered. If such non-monetary consideration
                  includes the employment of the transferor, we may require the transferor
                  to perform the proposed services on substantially the same terms
                  as those
                  offered by the proposed transferee. At our option, we 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 we elect this option, we 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 us. Neither we
                  nor our
                  designee shall be liable for paying any brokerage commission on
                  the value
                  of the interest transferred.

              


      

      


      
        	 	 	
                (vii)

              	
                If
                  we exercise our right of first refusal, the transferor shall transfer
                  the
                  interest to us or to our 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, we may supply
                  those
                  terms in the purchase agreement and related
                  documents.

              


      

      


      
        	 	 	
                (viii)

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

              


      



    d. A
      transfer to a “Controlled Entity” will not trigger the Right of First Refusal. A
“Controlled Entity” is an entity in which you are the beneficial owner(s) of one
      hundred percent (100%) of each class of voting ownership interest. At the time
      of the desired transfer of interest to a Controlled Entity, you must notify
      us
      in writing of the name of the Controlled Entity. We 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 us in a form which we
      prescribe. We do not charge a transfer fee for this change.

    


    e. A
      transfer of interest among the owners of a franchisee 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, you must notify us in writing of the
      name
      and address of each officer, director shareholder, member, partner or similar
      person and their respective ownership interest before and after the transfer.
      We
      do not charge a transfer fee for this change.

    


    f. If
      we do
      not exercise our Rights of First Refusal, you may transfer the Franchise or
      ownership interest therein according to the terms set forth in the Notice
      described in Section 13.c.(i), provided that you satisfy the conditions in
      sub-parts (f) through (j) below and complete the sale within ninety (90) days
      from the day on which we received the Notice. If you do not conclude the
      proposed sale transaction within the ninety (90)-day period, the Right of First
      Refusal granted to us hereunder will continue in full force and
      effect.

    


    g. The
      proposed transferee(s) must complete our then current 1-800-905-GEEK/Geeks
      On
      Call franchise application and pass our application screening using our then
      current qualifications.

    


    h. The
      proposed transferee(s) must sign the then current 1-800-905-GEEK/Geeks On Call
      amendment forms and/or franchise agreement, as required by us, and must
      personally assume and be bound by all of the terms, covenants and conditions
      therein.

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    i. The
      proposed transferee(s) must attend and successfully complete our Operations
      Training.

    


    j. You
      must
      sign our then current transfer and release forms and pay us a transfer fee
      of
      Five Thousand Dollars ($5,000).

    


    
      	14.	
              NON-WAIVER
                OF BREACH

            


    

     

    The
      failure of either party hereto to enforce any one or more of the terms or
      conditions of this Agreement will 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.

    


    
      	15.	
              GOVERNING
                LAW

            


    

    


    a. Virginia
      Law.
      This
      Agreement takes effect upon our acceptance and execution of it. It 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 10 of this
      Agreement would not be enforceable under the laws of Virginia, and your
      Franchised Business is located outside of Virginia, then such covenants shall
      be
      interpreted and construed under the laws of the state in which the Franchised
      Business is located. Nothing in this Section 15 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. 

    


    b. Jurisdiction
      and Venue.
      In any
      suit brought by us, which in any way relates to or arises out of this Agreement,
      or any of the dealings of the parties hereto, you consent to venue and personal
      jurisdiction in the state and federal court of the city or county of our World
      Headquarters, presently state courts and/or the United States District Court
      located in Norfolk, Virginia. In any suit brought against us, 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 federal court located nearest our World Headquarters
      (presently the United States District in Norfolk, Virginia), or if neither
      federal subject matter or diversity jurisdiction exists, in the city or county
      state court located where our World Headquarters is (presently the City of
      Norfolk, Virginia).

    


    c. Jury
      Waiver. In
      any
      trial between any of the parties hereto, including present and former employees
      and agents of ours, you and we agree to waive our rights to a jury trial and
      instead have such action tried by a judge.

    


    d. Class
      Action Waiver.
      You
      agree that any claim you may have against us, including our past and present
      employees and agents, must be brought individually and you will not join such
      claim with claims of any other person or entity or bring, join or participate
      in
      a class action against us.

    


    e. Compensatory
      Damages; Attorneys’ Fees. In
      any
      lawsuit, dispute or claim between or against any of the parties hereto,
      including present and former agents and employees of ours, you and we agree
      to
      waive our rights, if any, to seek or recover punitive damages. 

    


    
      	16.	
              MODIFICATION

            


    

    


    No
      modifications to this Agreement will have any effect unless such modification
      is
      in writing and signed by you and by our authorized officer. Notwithstanding
      the
      foregoing, we may modify the provisions of the Operations Manual, without your
      consent, at anytime during the term of this Agreement in order to adjust for
      competitive changes, technological advancements, legal requirements and attempts
      to improve in the market place. 

    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


    
      	17.	
              RELEASE
                OF PRIOR CLAIMS

            


    

    


    By
      executing this Agreement, you and everyone owning an interest in the franchisee
      entity, on behalf of yourselves and your heirs, legal representatives,
      successors and assigns, and each assignee of this Agreement, hereby forever
      release and discharge the 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 franchise
      agreement 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 any duty we may have to offer to renew your
      Franchise as provided in any prior franchise agreements between us.

    


    
      
        
          	18.	
                  INDEMNIFICATION

                


        

      

    

    


    You
      agree
      to indemnify us against any and all claims or causes of action, including
      attorneys’ fees, arising out of or related to your operation of the Franchise
      Business. 

    


    
      	19.	
              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 Franchisee’s signature on this
      Agreement.

    


    
      	20.	
              FULL
                UNDERSTANDING

            


    

    


    This
      Agreement is the entire agreement between you and us. This Agreement supersedes
      all other prior oral and written agreements and understandings between you
      and
      us with respect to the subject matter herein.

    


    
      	21.	
              ACKNOWLEDGMENTS

            


    

    


    You
      acknowledge that you have read our franchise offering circular and this
      Agreement and that you have been given the opportunity to clarify any provision
      that you do not understand. You further acknowledge that you have independently
      investigated the business offered hereunder and base your decision to purchase
      solely on such investigation. You acknowledge that our Franchise Sales
      Representatives are not authorized to make and have not made any representations
      as to your likely revenues, expenses, profits or success.

    


    
      	22.	
              GUARANTY

            


    

    


    You
      and
      all your officers, directors, partners, and members of the franchisee entity,
      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 us, and pay for products later ordered from us.
      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 us, and pay for products later ordered from us. The Guarantors waive
      presentment, demand or notice of non-performance and the right to require us
      to
      proceed against the other Guarantors.

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    Name
      of Franchisee:           

    


    Type
      of Entity (Individual, Partnership, Corporation,
      LLC):_______________________________

    


    Effective
      Date:_____________ Entity
      Number:________________ 

    


    FRANCHISEE:

     

    
      	
              By:

            	 	      	
              By:

            	 
	
              (Signature)

            	 	
              (Signature)

            
	 	 	 
	 	 	 
	
              (Printed
                Name)

            	 	
              (Printed
                Name)

            
	 	 	 	 	 
	
              Title:

            	 	 	
              Title:

            	 
	 	 	 	 
	
              Address:

            	 	 	
              Address:

            	 
	 	 	 
	 	 	 
	 	 	 
	
              (Telephone
                Number)

            	 	
              (Telephone
                Number)

            
	 	 	 	 
	
              Percentage
                of Ownership (if entity):_____%

            	 	
              Percentage
                of Ownership (if entity):_____%

            
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              (Signature)

            	 	
              (Signature)

            
	 	 	 
	 	 	 
	
              (Printed
                Name)

            	 	
              (Printed
                Name)

            
	 	 	 	 
	
              Title:   

            	 	 	
              Title:

            	 
	 	 	 	 
	
              Address:

            	 	 	
              Address:

            	 
	 	 	 
	 	 	 
	 	 	 
	
              (Telephone
                Number)

            	 	
              (Telephone
                Number)

            
	 	 	 	 	 
	
              Percentage
                of Ownership (if entity):_____%

            	 	
              Percentage
                of Ownership (if entity):_____%

            


    

     

    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

    


    GUARANTORS:

    
      

        
          	
                  By:

                	 	      	
                  By:

                	 
	
                  (Signature)

                	 	
                  (Signature)

                
	 	 	 
	 	 	 
	
                  (Printed
                    Name)

                	 	
                  (Printed
                    Name)

                
	 	 	 	 	 
	
                  Title:

                	 	 	
                  Title:

                	 
	 	 	 	 
	
                  Address:

                	 	 	
                  Address:

                	 
	 	 	 
	 	 	 
	 	 	 
	
                  (Telephone
                    Number)

                	 	
                  (Telephone
                    Number)

                
	 	 	 	 
	
                  Percentage
                    of Ownership (if entity):_____%

                	 	
                  Percentage
                    of Ownership (if entity):_____%

                
	 	 	 	 	 
	
                  By:

                	 	 	
                  By:

                	 
	
                  (Signature)

                	 	
                  (Signature)

                
	 	 	 
	 	 	 
	
                  (Printed
                    Name)

                	 	
                  (Printed
                    Name)

                
	 	 	 	 
	
                  Title:  

                	 	 	
                  Title:

                	 
	 	 	 	 
	
                  Address:

                	 	 	
                  Address:

                	 
	 	 	 	 
	 	 	 
	 	 	 
	
                  (Telephone
                    Number)

                	 	
                  (Telephone
                    Number)

                
	 	 	 	 	 
	
                  Percentage
                    of Ownership (if entity):_____%

                	 	
                  Percentage
                    of Ownership (if entity):_____%

                
	 	 	 
	
                  GEEKS
                    ON CALL AMERICA, INC.

                	 	 
	 	 	 
	
                  By:

                	 	 	
                  Date:

                	 


        

      

    

     

    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      "A" TO THE FRANCHISE AGREEMENT

     

    Territory

    


    The
      Franchise Territory is as follows:

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      “B” TO THE FRANCHISE AGREEMENT

    


    Special
      Stipulations

    


    To
      the
      extent of any conflict between the following and the provisions of the Franchise
      Agreement dated__________________,
      the
      following special stipulation(s) will control:

    


    NONE

    


    
      	 	 	 	 
	
              FRANCHISEE

            	   	 	 


    

    


    
      	
              By:

            	 	    	
              By:

            	 
	
              (Signature)

            	 	
              (Signature)

            
	 	 	 
	
              (Printed
                Name)

            	 	
              (Printed
                Name)

            
	 	 	 
	
              (Title)

            	 	
              (Title)

            


    

    


    
      	
              By:

            	 	 	
              By:

            	 
	
              (Signature)

            	    	
              (Signature)

            
	 	 	 
	
              (Printed
                Name)

            	 	
              (Printed
                Name)

            
	 	 	 
	
              (Title)

            	 	
              (Title)

            


    

    


    GEEKS
      ON CALL AMERICA, INC.

    


    
      	
              By:

            	 	   	 	 


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    AMENDMENT
      TO GEEKS ON CALL AMERICA, INC.

    FRANCHISE
      AGREEMENT

    FOR
      THE STATE OF CALIFORNIA

    


    The
      Geeks
      On Call America, Inc. Franchise Agreement between
      __________________________________ (“Franchisee” 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 will control.

            


    

    


    
      	 	
              b.

            	
              If
                the Franchisee 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 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 have fully executed, sealed and delivered this
      Amendment to the Franchise Agreement on the day and year first above written
      in
      the Franchise Agreement.


    


    
      	 	 	
              FRANCHISOR:

            
	 	 	 
	 	 	
              Geeks
                On Call America, Inc.

            
	 	 	
              A
                Virginia corporation

            
	 	 	 
	 	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 
	 	 	
              FRANCHISEE:

            
	 	 	 
	 	 	 
	
              ATTEST:

            	 	 
	 	 	 
	 	 	
              By:

            	 
	 	 	
              Name:

            	 
	
              Witness

            	 	
              Title:

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    AMENDMENT
      TO GEEKS ON CALL AMERICA, INC.

    FRANCHISE
      AGREEMENT

    FOR
      THE STATE OF ILLINOIS

    


    The
      Geeks
      On Call America, Inc. Franchise Agreement between
      ________________________________ (“Franchisee” 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.

            	
              Illinois
                Franchise Disclosure Act paragraphs 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
                will control.

            


    

    


    
      	 	
              b.

            	
              Any
                release of claims or acknowledgments of fact contained in the Agreement
                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 shall be void and are hereby deleted with respect to
                claims
                under the Act.

            


    

    


    
      	 	
              c.

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

            


    

    


    
      	 	
              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.

            	
              Section
                15(c) of the Agreement is amended to include the following: 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.

            


    

    


    
      	 	
              f.

            	
              Section
                20 of the Agreement is amended to state that the representations
                and
                understandings made in the Offering Circular are not excluded from
                that on
                which You may rely.

            


    

    


    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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have fully executed, sealed and delivered
      this Amendment to the Franchise Agreement on the day and year first above
      written in the Franchise Agreement.

     

    
      	 	 	
              FRANCHISOR:

            
	 	 	 
	 	 	
              Geeks
                On Call America, Inc.

            
	 	 	
              A
                Virginia corporation

            
	 	 	 
	 	 	
              By:

            	    

	 	 	
              Name:

            	     

	 	 	
              Title:

            	    

	 	 	 
	 	 	
              FRANCHISEE:

            
	 	 	 
	 	 	 
	
              ATTEST:

            	 	 
	 	 	 
	 	 	
              By:

            	    

	     
	 	
              Name:

            	    

	
              Witness

            	 	
              Title:

            	    



    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    AMENDMENT
      TO GEEKS ON CALL AMERICA, INC.

    OFFERING
      CIRCULAR AND FRANCHISE AGREEMENT

    FOR
      THE STATE OF MARYLAND

    


    The
      Geeks
      On Call America, Inc. Franchise Agreement between
      ________________________________ ("Franchisee") 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 (1994). To the extent that this Agreement contains provisions
      that are inconsistent with the following, such provisions are hereby
      amended:

    


    
      	 	
              a.

            	
              Item
                17 of the Offering Circular, in the Summary column of “Requirements for
                Franchisee to renew or extend” and “Conditions for our approval of
                transfer”, is modified to state that 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.

            


    

    


    
      	 	
              b.

            	
              Item
                17 of the Offering Circular, in the Summary column of “”Cause” defined -
                defaults which cannot be cured”, is modified to state that provisions
                allowing termination on bankruptcy may not be enforceable under federal
                bankruptcy law (11 U.S.C. § 101 et seq.).

            


    

    


    
      	 	
              c.

            	
              Item
                17 of the Offering Circular, in the Summary column of “Choice of Forum”,
                is modified to include the words “, except any claims arising under the
                Maryland Franchise Registration and Disclosure
                Law.”

            


    

    


    
      	 	
              d.

            	
              The
                Franchisee 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, as a condition of renewal, sale and/or
                assignment/transfer. 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.

            


    

    


    
      	 	
              e.

            	
              This
                Agreement requires you to assent to a release of claims, estoppel
                or
                waiver of liability, 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 in order to purchase
                the
                franchise. Such release, estoppel or waiver 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.

            


    

    


    
      	 	
              f.

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

            


    

     

    2. Sections
      4(a) through 4(c) are deleted in their entirety and replaced with the following
      provisions:

    


    a.
      Initial Franchise Fee. You
      must
      pay us an initial franchise fee in the amount of ______________ Dollars
      ($__________). The franchise fee is payable when we complete our material
      pre-opening obligations to you and you are ready to commence operations of
      your
      first Franchised Business. 

    


    b. Initial
      Advertising Fee.
      You must
      pay us an initial advertising fee in the amount of Fifteen Thousand Dollars
      ($15,000) when we complete our material pre-opening obligations to you and
      you
      are ready to commence operations of your first Franchised Business.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    c. [Reserved]. 

    


    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.

    


    4. 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 fully executed, sealed and delivered
      this Amendment to the Franchise Agreement on the day and year first above
      written in the Franchise Agreement.

     

    
      	 	 	
              FRANCHISOR:

            
	 	 	 
	 	 	
              Geeks
                On Call America, Inc.

            
	 	 	
              a Virginia
                corporation

            
	 	 	 
	 	 	
              By:

            	   

	 	 	
              Name:

            	    

	 	 	
              Title:

            	    

	 	 	 
	 	 	 
	 	 	
              FRANCHISEE:

            
	 	 	 
	 	 	 
	
              ATTEST:

            	 	 
	 	 	 
	 	 	
              By:

            	   

	    
	 	
              Name:

            	     

	
              Witness

            	 	
              Title:

            	    



    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    AMENDMENT
      TO GEEKS ON CALL AMERICA, INC.

    FRANCHISE
      AGREEMENT

    FOR
      THE STATE OF MINNESOTA

    


    The
      Geeks
      On Call America, Inc. Franchise Agreement between
      ________________________________ (“Franchisee”) 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. Marks.
      Section
      5 of the Agreement is amended to include a new paragraph (l)
      at the
      end of the section as follows:

    


    l.
      Limited Trademark Indemnity. We
      will
      indemnify you for damages for which you are held liable in any proceeding
      arising out of the use of the “1-800-905-GEEK” and “Geeks On Call” marks,
      provided that you have has used the marks properly and has notified us of any
      claim against you within ten (10) days of your knowledge of such claim. We
      shall
      have sole control of any litigation involving the marks. Our indemnification
      obligation shall not apply to any franchisee residing outside the state of
      Minnesota who purchases a franchise to be located outside of
      Minnesota.

    


    2. Section
      15(a) of the Agreement 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
      15(b) of the Agreement is deleted in its entirety and replaced with the
      following: 

    


    
      	 	
              b.

            	
              Jurisdiction
                and Venue.
                In
                any suit brought by us, which in any way relates to or arises out
                of this
                Agreement, or any of the dealings of the parties hereto, you 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 us, 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
      15(c) of
      the
      Agreement is
      deleted in its entirety.

    


    5. The
      general release requirements under Sections 2 and 17 of the Agreement are not
      applicable to Minnesota franchisees.

    


    6. 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.

    


    7. 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 fully executed, sealed and delivered
      this Amendment to the Agreement on the day and year first above written in
      the
      Franchise Agreement.

    


    
      	 	 	
              FRANCHISOR:

            
	 	 	 
	 	 	
              Geeks
                On Call America, Inc.

            
	 	 	
              a Virginia
                corporation

            
	 	 	 
	 	 	
              By:

            	    

	 	 	
              Name:

            	    

	 	 	
              Title:

            	   

	 	 	 
	 	 	
              FRANCHISEE:

            
	 	 	 
	 	 	 
	
              ATTEST:

            	 	 
	 	 	 
	 	 	
              By:

            	    

	    
	 	
              Name:

            	    

	
              Witness

            	 	
              Title:

            	    



    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AMENDMENT
      TO GEEKS ON CALL AMERICA, INC.

    FRANCHISE
      AGREEMENT

    FOR
      THE STATE OF NEW YORK

     

    The
      Geeks
      On Call America, Inc. Franchise Agreement between
      ________________________________ (“Franchisee”) 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 Franchisee 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 Franchisee 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.

    


    IN
      WITNESS WHEREOF, the parties hereto have fully executed, sealed and delivered
      this Amendment to the Franchise Agreement on the day and year first above
      written in the Franchise Agreement.

    


    
      	 	 	
              FRANCHISOR:

            
	 	 	 
	 	 	
              Geeks
                On Call America, Inc.

            
	 	 	
              a Virginia
                corporation

            
	 	 	 
	 	 	
              By:

            	     

	 	 	
              Name:

            	    

	 	 	
              Title:

            	    

	 	 	 
	 	 	
              FRANCHISEE:

            
	 	 	 
	 	 	 
	
              ATTEST:

            	 	 
	 	 	 
	 	 	
              By:

            	     

	    
	 	
              Name:

            	     

	
              Witness

            	 	
              Title:

            	      
              


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    AMENDMENT
      TO GEEKS ON CALL AMERICA, INC.

    FRANCHISE
      AGREEMENT

    FOR
      THE STATE OF NORTH DAKOTA

    


    The
      Geeks
      On Call America, Inc. Franchise Agreement between
      ________________________________ (“Franchisee”) 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. Any
      provision in the Agreement that requires your consent to termination or
      liquidated damages is deleted.

    


    2. Section
      15(a) of the Agreement 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
      15(b) of the Agreement is deleted in its entirety and replaced with the
      following: 

    


    
      	 	
              b.

            	
              Jurisdiction
                and Venue.
                In
                any suit brought by us, which in any way relates to or arises out
                of this
                Agreement, or any of the dealings of the parties hereto, you 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 us, 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
      15(c) and 15(e)
      of the
      Agreement
      are
      deleted in their entirety.

    


    5. The
      general release requirements under Sections 2 and 17 of the Agreement are not
      applicable to North Dakota franchisees.

    


    6. 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.

    


    7. Each
      provision of this Amendment shall be effective only to the extent that the
      jurisdictional requirements of the North Dakota Century Code § 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.

    


    8. 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 fully executed, sealed and delivered
      this Amendment to the Franchise Agreement on the day and year first above
      written in the Franchise Agreement.

    


    
      	 	 	
              FRANCHISOR:

            
	 	 	 
	 	 	
              Geeks
                On Call America, Inc.

            
	 	 	
              a Virginia
                corporation

            
	 	 	 
	 	 	
              By:

            	    

	 	 	
              Name:

            	    

	 	 	
              Title:

            	    

	 	 	 
	 	 	
              FRANCHISEE:

            
	 	 	 
	 	 	 
	
              ATTEST:

            	 	 
	 	 	 
	 	 	
              By:

            	    

	          
              	 	
              Name:

            	    

	
              Witness

            	 	
              Title:

            	   



    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    AMENDMENT
      TO GEEKS ON CALL AMERICA, INC.

    FRANCHISE
      AGREEMENT

    FOR
      THE STATE OF WASHINGTON

     

    The
      Geeks
      On Call America, Inc. Franchise Agreement between
      ________________________________ (“Franchisee”) 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 Franchisee
                concerning nonrenewal and termination of the Agreement. If the Agreement
                contains a provision that is inconsistent with the Act, the Act will
                control.

            


    

    


    
      	 	
              b.

            	
              If
                the Franchisee 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 fully executed, sealed and delivered
      this Amendment to the Franchise Agreement on the day and year first above
      written in the Franchise Agreement.

    


    
      	 	 	
              FRANCHISOR:

            
	 	 	 
	 	 	
              Geeks
                On Call America, Inc.

            
	 	 	
              a Virginia
                corporation

            
	 	 	 
	 	 	
              By:

            	    

	 	 	
              Name:

            	    

	 	 	
              Title:

            	   

	 	 	 
	 	 	
              FRANCHISEE:

            
	 	 	 
	 	 	 
	
              ATTEST:

            	 	 
	 	 	 
	 	 	
              By:

            	    

	        
	 	
              Name:

            	   

	
              Witness

            	 	
              Title:

            	      
              


    

    


    Geeks
      On
      Call

    814
      Kempsville Road

    Suite
      106

    Norfolk
      VA 23502

    


    Re:
       Geeks
      On
      Call Franchise Agreement

    


    Gentlemen:

    


    You
      may
      accept this letter as specific confirmation that, except for the information
      contained in Item 19 of the Geeks On Call America, Inc. Offering Circular,
      the
      undersigned has not received, directly or indirectly from Geeks On Call, its
      officers, directors or other employees, any written or oral statement, whether
      express or implied, of the actual, average, forecasted, projected, or potential
      sales, profits, or earnings which may be realized from the purchase of a Geeks
      On Call franchise or any specific franchised location.

    


    
      	
              Dated:

            	 	 	 
	 	 	
              Individually
                and/or as

            
	 	 	
              Officer
                or Partner of:

            
	 	 	 
	 	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    RECEIPT
      OF

    COMPLETED
      FRANCHISE AGREEMENT

    


    Attn:
      Franchise Sales Administrator

    Geeks
      On
      Call America, Inc.

    814
      Kempsville Road

    Suite
      106

    Norfolk,
      VA 23502

    


    Re: Receipt
      of Completed Franchise Agreement

    


    I
      acknowledge that I received the Geeks On Call franchise agreement on the date
      indicated below. The franchise agreement that I received has been fully
      completed, including the franchise territory on Schedule A, except that the
      agreement has not been executed by either myself or Geeks On Call. I understand
      that I must hold this agreement for five (5) business days before signing the
      agreement. Geeks On Call will not execute this agreement unless I have had
      the
      agreement in my possession for at least five (5) business days.

    


    Upon
      receiving the franchise agreement, please sign this acknowledgment and return
      it
      to Geeks On Call at the address above.

    


    
      	                
              	 	                 
              
	
              Date
                You Received This

            	 	
              Your
                Signature

            
	
              Franchise
                Agreement

            	 	 
	 	 	              
              
	 	 	
              Your
                Printed Name