FRANCHISE
DISCLOSURE DOCUMENT

      FOR
PROSPECTIVE SUBFRANCHISORS

      


      
        
          	
                  

                	
                  ESCO
      GLOBAL REALTY CORP.

                  594
      Dagall Road

                  Mill
      Bay, BC  V0R 2P4

                  CANADA

                


        

      

      


      The
Subfranchisor will assist the Franchisor in locating and securing prospective
Franchisees and will assist in the growth of Franchise offices in a specific
geographic territory (the “Regional Territory”). The Franchisee will operate a
real estate sales office, but this is not offered here.

       

      The total
investment necessary to begin operation of an ESCO® GLOBAL
REALTY Regional Territory ranges from $116,000 to $731,000.  This
amount includes the Initial Fee for a Subfranchise that must be paid to the
Franchisor or affiliate in the amount of $40,000 per 1,000,000 of population
within the Regional Territory.  Subfranchisor should refer to Items 5
and 7 of this Circular for further information regarding the
investment.

       

      This
disclosure document summarizes certain provisions of your franchise agreement
and other information in plain English.  Read this disclosure document
and all accompanying agreements carefully.  You must receive this
disclosure document at least 14 calendar-days before you sign a binding
agreement with, or make any payment to, the Franchisor or an affiliate in
connection with the proposed franchise sale.  Note, however, that no governmental
agency has verified the information contained in this
document.

       

      The terms
of your contract will govern your franchise relationship.  Don’t rely
on the disclosure document alone to understand your contract.  Read
all of your contract carefully.  Show your contract and this
disclosure document to an advisor, like a lawyer or an accountant.

       

      Buying a
franchise is a complex investment.  The information in this disclosure
document can help you make up your mind.  More information on
franchising, such as “A Consumer’s Guide to Buying
a Franchise,” which can help you understand how to use this disclosure
document, is available from the Federal Trade Commission.  You can
contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania
Avenue, NW, Washington D.C. 20580.  You can also visit the FTC’s home
page at www.ftc.gov for additional information.  Call your state
agency or visit your public library for other sources of information on
franchising.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        STATE
COVER PAGE

      

       

      Your
state may have a franchise law that requires a franchisor to register or file
with a state franchise administrator before offering or selling in Your
state.  REGISTRATION OF A FRANCHISE BY A STATE DOES NOT MEAN THAT THE
STATE RECOMMENDS OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE
DOCUMENT.  Call the state franchise administrator listed in Exhibit B for information
about the franchisor or about franchising in Your state.

      


      MANY
FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY AFTER THE INITIAL
TERM EXPIRES.  YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH DIFFERENT
TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS. BEFORE YOU
BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, IF ANY, AND WHAT
TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO RENEW.

      


      Please
consider the following RISK FACTORS before You buy this franchise:

      


      THE
FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH US BY ARBITRATION ONLY
IN MILWAUKEE COUNTY, WISCONSIN.  OUT OF STATE ARBITRATION MAY FORCE
YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST YOU
MORE TO ARBITRATE WITH US IN WISCONSIN THAN IN YOUR OWN STATE.  THE
FRANCHISE AGREEMENT REQUIRES THAT WISCONSIN LAW GOVERNS THE AGREEMENT, AND THIS
LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT
TO COMPARE THESE LAWS.

       

      FRANCHISOR
BELIEVES THAT AN INTEGRAL PART OF THE ESCO® SYSTEM
INCLUDES THE OWN YOUR FUTURE PLAN (THE “OWN YOUR FUTURE® PLAN”),
WHICH ALLOWS PARTICIPANTS IN THE ESCO® SYSTEM
TO PURCHASE SECURITIES OF THE FRANCHISOR (THE “SECURITIES”).  AS OF
THE DATE OF THIS CIRCULAR, FRANCHISOR HAS NOT COMPLETED THE REGISTRATION OF THE
SECURITIES NECESSARY TO FULLY IMPLEMENT THE EQUITY
PROGRAM.  FURTHERMORE, EVEN IF THE SECURITIES ARE SUCCESSFULLY
REGISTERED, OTHER RESTRICTIONS MAY PROHIBIT FRANCHISOR FROM EVER FULLY
IMPLEMENTING THE OWN YOUR FUTURE PLAN.  THERE ARE OTHER RISKS
CONCERNING THE OWNERSHIP OF ANY SECURITIES.  THIS CIRCULAR IS NOT AN
OFFERING OF SECURITIES NOR AN INVITATION OR SOLICITATION TO BUY
THEM.

       

      THERE MAY
BE OTHER RISKS CONCERNING THIS FRANCHISE.

      


      ESCO uses
the services of one or more FRANCHISE BROKERS or referral sources to assist ESCO
in selling the Franchise.  A franchise broker or referral source
represents ESCO, not You.  We pay this person a fee for selling the
ESCO Franchise or referring You to us.  You should make sure to do
Your own investigation of the Franchise.

       

      
        Effective
Date: See the next page for state effective dates.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      STATE
EFFECTIVE DATES

      


      The
following states require that the Franchise Disclosure Document be registered or
filed with the state, or be exempt from registration: California, Hawaii,
Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode
Island, South Dakota, Virginia, Washington and Wisconsin.  This
Franchise Disclosure Document is registered, on file or exempt from registration
in the following states having franchise registration and disclosure laws, with
the following effective dates:

      


      
        
          
            	
                    STATE

                  	 	
                    EFFECTIVE DATE

                  
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      


          

        

      

      


      
        
          
            	 
      	
                    Page
      i

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  	
                                                                                          ITEM
      1

                                                                                        	
                                                                                          THE
      FRANCHISOR, AND ANY PARENTS, PREDECESSORS AND AFFILIATES

                                                                                        	
                                                                                          Page
      1

                                                                                        
	 	 	 
	
                                                                                          ITEM
      2

                                                                                        	
                                                                                          BUSINESS
      EXPERIENCE

                                                                                        	
                                                                                          Page
      2

                                                                                        
	 	 	 
	
                                                                                          ITEM
      3

                                                                                        	
                                                                                          LITIGATION

                                                                                        	
                                                                                          Page
      3

                                                                                        
	 	 	 
	
                                                                                          ITEM
      4

                                                                                        	
                                                                                          BANKRUPTCY

                                                                                        	
                                                                                          Page
      3

                                                                                        
	 	 	 
	
                                                                                          ITEM
      5

                                                                                        	
                                                                                          INITIAL
      FEES

                                                                                        	
                                                                                          Page
      3

                                                                                        
	 	 	 
	
                                                                                          ITEM
      6

                                                                                        	
                                                                                          OTHER
      FEES

                                                                                        	
                                                                                          Page
      4

                                                                                        
	 	 	 
	
                                                                                          ITEM
      7

                                                                                        	
                                                                                          ESTIMATED
      INITIAL INVESTMENT

                                                                                        	
                                                                                          Page
      5

                                                                                        
	 	 	 
	
                                                                                          ITEM
      8

                                                                                        	
                                                                                          RESTRICTIONS
      ON SOURCES OF PRODUCTS AND SERVICES

                                                                                        	
                                                                                          Page
      6

                                                                                        
	 	 	 
	
                                                                                          ITEM
      9

                                                                                        	
                                                                                          SUBFRANCHISOR’S
      OBLIGATIONS

                                                                                        	
                                                                                          Page
      7

                                                                                        
	 	 	 
	
                                                                                          ITEM
      10

                                                                                        	
                                                                                          FINANCING

                                                                                        	
                                                                                          Page
      8

                                                                                        
	 	 	 
	
                                                                                          ITEM
      11

                                                                                        	
                                                                                          FRANCHISOR'S
      ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING

                                                                                        	
                                                                                          Page
      8

                                                                                        
	 	 	 
	
                                                                                          ITEM
      12

                                                                                        	
                                                                                          TERRITORY

                                                                                        	
                                                                                          Page
      11

                                                                                        
	 	 	 
	
                                                                                          ITEM
      13

                                                                                        	
                                                                                          TRADEMARKS

                                                                                        	
                                                                                          Page
      11

                                                                                        
	 	 	 
	
                                                                                          ITEM
      14

                                                                                        	
                                                                                          PATENTS,
      COPYRIGHTS AND PROPRIETARY INFORMATION

                                                                                        	
                                                                                          Page
      12

                                                                                        
	 	 	 
	
                                                                                          ITEM
      15

                                                                                        	
                                                                                          OBLIGATION
      TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE

                                                                                        	
                                                                                          Page
      13

                                                                                        
	 	 	 
	
                                                                                          ITEM
      16

                                                                                        	
                                                                                          RESTRICTIONS
      ON WHAT THE FRANCHISEE MAY SELL

                                                                                        	
                                                                                          Page
      13

                                                                                        
	 	 	 
	
                                                                                          ITEM
      17

                                                                                        	
                                                                                          RENEWAL,
      TERMINATION, TRANSFER AND DISPUTE RESOLUTION

                                                                                        	
                                                                                          Page
      13

                                                                                        
	 	 	 
	
                                                                                          ITEM
      18

                                                                                        	
                                                                                          PUBLIC
      FIGURES

                                                                                        	
                                                                                          Page
      15

                                                                                        
	 	 	 
	
                                                                                          ITEM
      19

                                                                                        	
                                                                                          FINANCIAL
      PERFORMANCE REPRESENTATIONS

                                                                                        	
                                                                                          Page
      15

                                                                                        
	 	 	 
	
                                                                                          ITEM
      20

                                                                                        	
                                                                                          OUTLETS
      AND FRACHISEE INFORMATION

                                                                                        	
                                                                                          Page
      16

                                                                                        
	 	 	 
	
                                                                                          ITEM
      21

                                                                                        	
                                                                                          FINANCIAL
      STATEMENTS

                                                                                        	
                                                                                          Page
      18

                                                                                        
	 	 	 
	
                                                                                          ITEM
      22

                                                                                        	
                                                                                          CONTRACTS

                                                                                        	
                                                                                          Page
      18

                                                                                        
	 	 	 
	
                                                                                          ITEM
      23

                                                                                        	
                                                                                          RECEIPTS

                                                                                        	
                                                                                          Page
      19

                                                                                        
	 	 	 
	
                                                                                          EXHIBIT
      A

                                                                                        	
                                                                                          LIST
      OF UNITED STATES ESCO SUBFRANCHISORS AND FRANCHISEES

                                                                                        	
                                                                                          Exhibit
      A

                                                                                        
	 	 	 
	
                                                                                          EXHIBIT
      B

                                                                                        	
                                                                                          STATE
      FRANCHISOR ADMINISTRATOR AND REGISTERED AGENTS FOR SERVICE

                                                                                        	
                                                                                          Exhibit
      B

                                                                                        
	 	 	 
	
                                                                                          EXHIBIT
      C

                                                                                        	
                                                                                          FINANCIAL
      STATEMENTS

                                                                                        	
                                                                                          Exhibit
      C

                                                                                        
	 	 	 
	
                                                                                          EXHIBIT
      D

                                                                                        	
                                                                                          SUBFRANCHISE
      AGREEMENT

                                                                                        	
                                                                                          Exhibit
      D

                                                                                        
	 	 	 
	
                                                                                          EXHIBIT
      E

                                                                                        	
                                                                                          PROMISSORY
      NOTE

                                                                                        	
                                                                                          Exhibit
      E

                                                                                        
	 	 	 
	
                                                                                          EXHIBIT
      F

                                                                                        	
                                                                                          FRANCHISE
      AGREEMENT

                                                                                        	
                                                                                          Exhibit
      F

                                                                                        
	 	 	 
	
                                                                                          EXHIBIT
      G

                                                                                        	
                                                                                          PERSONAL
      GUARANTY

                                                                                        	
                                                                                          Exhibit
      G

                                                                                        
	 	 	 
	
                                                                                          EXHIBIT
      H

                                                                                        	
                                                                                          TABLE
      OF CONTENTS OF TRAINING MANUAL

                                                                                        	
                                                                                          Exhibit
      H

                                                                                        


                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            	
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  	
                    Page
      ii

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ITEM
1 – THE FRANCHISOR, AND ANY PARENTS, PREDECESSORS AND AFFILIATES

       

      To
simplify the language in this offering circular, "ESCO" means ESCO GLOBAL REALTY
CORP., the Franchisor. "You” means the person who buys this Subfranchise. If You
form a corporation, partnership or other organization, the reference to "You”
includes the organization's owners.

       

      ESCO is a
Colorado corporation that was incorporated on January 30, 2003. ESCO does
business as “ESCO® GLOBAL
REALTY”. ESCO’s principal office is located at 594 Dagall Road, Mill Bay, BC V0R
2P4, CANADA.  Its United States address for service of process is
Suite 700 – 411 East Wisconsin Avenue, Milwaukee, Wisconsin,
53202.  ESCO's agent for service of process is disclosed in Exhibit B
for this Offering Circular.

       

      ESCO has
no parents or predecessors and has never owned or operated real estate sales
offices. ESCO sells real estate subfranchises and does not conduct any unrelated
business activity. ESCO began offering subfranchises for sale on February 1,
2004, and has sold four (4) Subfranchises to date. ESCO has no prior business
experience offering franchises in any line of business, or providing products or
services to the franchisees.

       

      The
franchise described in this Offering Circular is a subfranchise for a specific
geographic territory allowing You to sell ESCO® GLOBAL
REALTY franchises and to assist in the growth of the franchisees in that
specific geographical territory. You will execute a Subfranchise Agreement in
the form of Exhibit D attached to this Offering Circular. The fee structure is
outlined in the ESCO® Formula,
which is included as part of the Subfranchise Agreement. The Subfranchise
Agreement sets forth the obligations of You, as the Subfranchisor, and ESCO, as
the Franchisor.

       

      FRANCHISOR
BELIEVES THAT AN INTEGRAL PART OF THE ESCO® SYSTEM
INCLUDES THE OWN YOUR FUTURE PROGRAM (THE “OWN YOUR FUTURE® PLAN”),
WHICH ALLOWS PARTICIPANTS IN THE ESCO® SYSTEM
TO PURCHASE SECURITIES OF THE FRANCHISOR (THE “SECURITIES”).  AS OF
THE EFFECTIVE DATE OF THIS CIRCULAR, FRANCHISOR HAS NOT COMPLETED THE
REGISTRATION OF THE SECURITIES NECESSARY TO FULLY IMPLEMENT THE EQUITY
PROGRAM.  FURTHERMORE, EVEN IF THE SECURITIES ARE SUCCESSFULLY
REGISTERED, OTHER RESTRICTIONS MAY PROHIBIT FRANCHISOR FROM EVER FULLY
IMPLEMENTING THE OWN YOUR FUTURE PLAN.  THERE ARE OTHER RISKS
CONCERNING THE OWNERSHIP OF ANY SECURITIES.  THIS CIRCULAR IS NOT AN
OFFERING OF SECURITIES NOR AN INVITATION OR SOLICITATION TO BUY
THEM.

       

      Any real
estate office that joins the ESCO® System
is referred to in this Circular as a "Franchisee”. ESCO® GLOBAL
REALTY Franchisees offer real estate brokerage services to the general public as
independently owned and operated entities utilizing the ESCO® System
(as defined below) in a specific geographic territory for a certain term
pursuant to the terms of a Franchise Agreement in the form of Exhibit F attached
to this Offering Circular. You and the Franchisee are the only two (2) parties
to the Franchise Agreement. The Franchise Agreement sets out the obligations of
You and the Franchisee.

       

      Every
Franchisee must possess a bona fide real estate broker's license in good
standing under the laws of the state where the franchise is located. Your
activities as a Subfranchisor are subject to state and federal laws and
regulations related to franchise disclosure and real estate transfer and
brokerage laws.

       

      ESCO has
developed a plan (the "ESCO® System")
designed to enable independent real estate brokerage offices to utilize brand
name identification for the real estate industry. The ESCO® System
is identified by means of certain trade names, service marks, trademarks, logos,
and commercial symbols (the "Marks") that provide recognition of the ESCO® System
for customers and clients. The ESCO® System
includes training programs for Subfranchisors and Franchisees, training and
operating manuals, a program for the referral of real estate listings and real
estate buyers, and other procedures and systems to assist in the operation and
management of a real estate office. The ESCO® System
also includes programs for the establishment of advertising and promotional
campaigns. ESCO will provide certain specified support and services to all
subfranchisors in their assigned geographical territory. You will sell, service
and assist the Franchisees in the development of their franchised
offices.

       

      
        
          
            	
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  	
                    Page
      2

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The real
estate sales business is highly competitive. You must compete with numerous
other real estate franchise sales offices. The businesses with which You should
expect to compete include, in general, national or regional franchise systems
and other chains, and independently owned local firms. Your business will also
be affected by its location, the locations of competing real estate sales
offices, your financial and managerial capabilities, availability of labor,
interest rates, demographic or cultural conditions, and other factors. There is
also active competition for management and service personnel.

       

      ITEM
2 – BUSINESS EXPERIENCE AND AFFILIATES

       

      The
following are ESCO's directors, trustees, general partners, principal officers,
all individuals who will have a management responsibility relating to the sale
or operation of the franchises offered by this disclosure document, and the
Franchise Broker utilized by ESCO, together with a brief occupational history of
each person:

      


      John Alexander,
LL.B.

      Founder
& Consultant

      Mr.
Alexander is our former Chairman of the Board and Chief Executive Officer. A
former trial lawyer, Mr. Alexander has served as the head of our management team
since ESCO®’s
inception. He was a top producing Realtor® with
Re/Max from 1990-1996 and from 1997-2000 owned a real estate office. In 2002,
Mr. Alexander began the ground-up development of the ESCO® Global
Realty franchise system. In his role as Consultant, Mr. Alexander will assist
the Board of Directors and our Chief Executive Officer
to implement the securities and business development activities of the
Corporation.

      


      
        
          
            	
                    ESCO
      Global Realty Corp. (Victoria, BC)

                  	
                    Consultant

                  	
                    2007-present

                  
	
                    ESCO
      Global Realty Corp. (Victoria, BC)

                  	
                    CEO,
      Chairman

                  	
                    2002-2007

                  


          

        

      

      


      Brent
Boyd

      Senior
Vice President, Chief Operating Officer, Director

      Mr. Boyd
is our Senior Vice-President and Chief Operating Officer and member of our Board
of Directors. He brings over thirty years experience in the communications
industry to the Company. Mr. Boyd has worked closely with Mr. Alexander in the
development of the ESCO® Global
Realty franchise system and is responsible for ESCO®’s
organizational structure and technology offerings.

      


      
        
          
            	
                    ESCO
      Global Realty Corp. (Victoria, BC)

                  	
                    Senior
      Vice President, COO

                  	
                    2002-present

                  
	
                    Marketing
      Consultant (Victoria, BC)

                  	
                    Self-employed

                  	
                    1999-present

                  
	
                    Watermark
      Communications Group Inc. (Victoria, BC)

                  	
                    President

                  	
                    1987-1998

                  


          

        

      

      


      David
Alexander

      President,
Chief Executive Officer, Chairman

      An honors
graduate of prestigious Brentwood College, and subsequently an honors graduate
of University of Alberta, Mr. Alexander is fluently bilingual in French and
English and understands Russian. A gifted public speaker, he brings significant
personnel management and administrative experience to ESCO®. Mr.
Alexander has a ‘can do’ attitude and a commitment to realize ESCO®’s vision
of an ethical, community-minded real estate organization that meets the needs of
the public that it serves as well as the needs of its Regional Owners,
Franchisee-Brokers, Realtors® and
Support Staff through equity ownership in ESCO Global Realty Corp.

      


      
        
          
            	
                    ESCO
      Global Realty Corp. (Vancouver, BC)

                  	
                    President

                  	
                    2008-present

                  
	
                    ESCO
      Global Realty Corp. (Vancouver, BC)

                  	
                    CEO,
      Chairman

                  	
                    2007-present

                  
	
                    Langley
      Christian School (Vancouver, BC)

                  	
                    Teacher;
      Fine Arts Coordinator

                  	
                    1995-present

                  


          

        

      

      


      Ron
Schwartz

      Vice-President
– Regional Development

      A top
real estate trainer, Mr. Schwartz began his real estate career over twenty-five
years ago. While experienced as a sales agent and owner/broker of a Century 21
franchise, Mr. Schwartz’ gift is his ability to recruit, train and build
organizations. For the past 10 years, he has been recruiting and training sales
agents for established real estate offices throughout Western Canada. Working
with the ESCO® Training
Institute, Mr. Schwartz will develop curriculum and present courses to pass on
his skills in recruiting and building real estate organizations.

      


      
        
          
            	
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  	
                    Page
      2

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            	
                    1401041
      Alberta Ltd. (Calgary, AB)

                  	
                    Director

                  	
                    2008-present

                  
	
                    ESCO
      Global Realty Corp. (Calgary, AB)

                  	
                    Vice-President

                  	
                    2005-present

                  
	
                    Realty
      Executives Apex (Calgary, AB)

                  	
                    Recruiter

                  	
                    2004-2008

                  
	
                    Realty
      Executives Regional (Calgary, AB)

                  	
                    Recruiter

                  	
                    2004

                  
	
                    Market
      Networks (Calgary, AB)

                  	
                    President

                  	
                    2003-2004

                  
	
                    A.E.
      Lepage (Nanaimo, BC)

                  	
                    Recruiter/
      Trainer

                  	
                    2002

                  


          

        

      

      


      Gaius
Carmichael

      Vice
President – Atlantic Canada

      Mr.
Carmichael is Regional Owner of the ESCO® Atlantic
Canada region. He is also the owner of Solid Gold Construction, a Halifax-based
construction company that has built and sold over 200 high end homes in Atlantic
Canada since 2001. Prior to becoming a full-time home builder Mr. Carmichael
owned a highly successful landscaping business that earned him Entrepreneur of
the Year Award.

      


      
        
          
            	
                    ESCO
      Global Realty Corp. (Halifax, NS)

                  	
                    Vice-President

                  	
                    2007-present

                  
	
                    ESCO
      Atlantic Canada (Halifax, NS)

                  	
                    Regional
      Owner

                  	
                    2006-present

                  
	
                    Solid
      Gold Construction (Halifax, NS)

                  	
                    Owner

                  	
                    2001-present

                  


          

        

      

      


      Lyle
Spearing

      Vice
President – Western Canada

       

      Mr.
Spearing is Regional Owner of the ESCO® Western
Canada region. He owned and operated a third-generation family farm in
Saskatchewan which he sold before moving to Calgary and becoming a Realtor®. Mr.
Spearing volunteers with the Civil Air Search and Rescue Association, flying out
of Calgary as a spotter in search of downed aircraft.

      


      
        
          
            	
                    1401041
      Alberta Ltd. (Calgary, AB)

                  	
                    Director

                  	
                    2008-present

                  
	
                    ESCO
      Global Realty Corp. (Calgary, AB)

                  	
                    Vice-President

                  	
                    2008-present

                  
	
                    MaxWell
      Realty (Calgary, AB)

                  	
                    Realtor®

                  	
                    2006-2008

                  
	
                    Realty
      Executives (Calgary, AB)

                  	
                    Realtor®

                  	
                    2005-2006

                  
	
                    Farming/Highway
      Trucking Company (SK)

                  	
                    Owner/Operator

                  	
                    1965-2004

                  


          

        

      

      


      ITEM
3 – LITIGATION

       

      No
litigation is required to be disclosed in this offering circular.

       

      ITEM
4 – BANKRUPTCY

       

      No person
previously identified in Items 1 or 2 of this offering circular has been
involved as a debtor in proceedings under U.S. Bankruptcy Code required to be
disclosed in this Item.

       

      ITEM
5 – INITIAL FEES

       

      You must
pay an initial subfranchise fee of $40,000.00 per 1,000,000 persons who reside
in your Regional Territory when the Subfranchise Agreement is signed
("Subfranchise Fee"). Because your Regional Territory may differ in population
from those offered to other Subfranchisors, the Subfranchise Fee may not be the
same for all subfranchisees.  The Subfranchise Fee generally ranges
from $40,000 to $400,000.  This amount is the only Initial Fee payable
to ESCO before the business opens. The Subfranchise Fee is due on the date you
execute the Subfranchise Agreement, and is not refundable.

       

      
        
          
            	
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  	
                    Page
      3

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ITEM
6 – OTHER FEES

      


      
        
          
            	
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  	
                    Page
      4

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Type of Fee

                                                	 
      	
                                                  Amount

                                                	 
      	
                                                  Due Date

                                                	
                                                   
      

                                                	
                                                  Remarks

                                                
	
                                                  Transaction
      Fees

                                                	 
      	
                                                  50%
      of the Transaction Fees generated from each Sales Representative
      transaction

                                                	 
      	
                                                  Transaction
      Closing Date

                                                	 
      	
                                                  Currently,
      the Transaction Fees from the Sales Representative for each Transaction
      total $150, resulting in a payment of $75 per transaction
    end.

                                                
	 	 	 	 	 	 	 
	
                                                  Transfer
      Fee

                                                	 
      	
                                                  $10,000

                                                	 
      	
                                                  Prior
      to transfer

                                                	 
      	 
      
	 	 	 	 	 	 	 
	
                                                  Training
      Fee

                                                	 
      	
                                                  $1,500
      plus costs for travel, lodging, meals and incidental costs

                                                	 
      	
                                                  Prior
      to training session

                                                	 
      	
                                                  There
      is no charge for tuition fees for the attendance of one person at the
      training session but there may be a fee for additional persons attending
      the session. All persons pay their own costs for travel, lodging, meals
      and incidental costs while attending.

                                                
	 	 	 	 	 	 	 
	
                                                  Stock
      Purchase Plan Remittance

                                                	 
      	
                                                  Two
      percent (2%) from Sales Agents and two-tenths of one percent (0.2%) from
      Franchisees of the gross commissions earned by each Sales Agent in Your
      Regional Territory, plus any elective withholding

                                                	 
      	
                                                  Transaction
      closing date

                                                	 
      	
                                                  Pursuant
      to the Own Your Future Plan, You will assist ESCO in facilitating the
      collection and submission of any amounts from the Sales Representatives
      and Franchisees within Your Regional Territory pursuant to the Own Your
      Future Plan.  For Sales Agents, this currently totals two
      percent (2%) of the total gross commissions from each Sales Agent, plus an
      elective amount up to an additional 3% of the total gross commissions
      earned by each Sales Agent; and for each Franchisee, two-tenths of one
      percent (0.2%) of the total gross commissions of the Sales Agents within
      their offices, plus an elective amount of three-tenths of one percent
      (0.3%) of the total gross commissions of the Sales Agents within their
      offices.

                                                
	 	 	 	 	 	 	 
	
                                                  Audit
      Fee

                                                	 
      	
                                                  Cost
      of audit plus five percent (5%) of under payment

                                                	 
      	
                                                  Completion
      of audit/inspection

                                                	 
      	
                                                  Payable
      only if an inspection and/or audit reveals that You have underpaid amounts
      owing to ESCO under the Subfranchise Agreement, and the underpayment is
      willful or exceeds five percent (5%) of the amount actually
      owing.

                                                
	 	 	 	 	 	 	 
	
                                                  Software
      License Fee

                                                	 
      	
                                                  $2,500
      per annum

                                                	 
      	
                                                  Anniversary
      of execution of Subfranchise Agreement

                                                	 
      	
                                                  Applicable
      when software system is fully implemented.

                                                
	 	 	 	 	 	 	 
	
                                                  Renewal
      Fee

                                                	 
      	
                                                  50%
      of the then current Initial Fee

                                                	 
      	
                                                  Upon
      renewal of Your Subfranchise Agreement.

                                                	 
      	 
      
	 	 	 	 	 	 	 
	
                                                  Ancillary
      Business Royalty

                                                	 
      	
                                                  25%
      of the gross income directly or indirectly earned by the Subfranchisor
      from Ancillary Business.

                                                	 
      	
                                                  Monthly

                                                	 
      	
                                                  Ancillary
      business shall mean any business undertaken that is not contemplated in
      the Subfranchise Agreement and may be undertaken only with the prior
      consent of ESCO.

                                                
	 	 	 	 	 	 	 
	
                                                  Initial
      Franchise Fees

                                                	 
      	
                                                  25%
      of all Initial Franchise Fees payable to the Subfranchisor by all
      Franchisees within the Regional Territory

                                                	 
      	
                                                  Upon
      signing of the Franchise Agreement

                                                	 
      	 
      
	 	 	 	 	 	 	 
	
                                                  Franchise
      Renewal and Transfer Fees

                                                	 
      	
                                                  25%
      of all Renewal and Transfer Fees payable to the Subfranchisor by all
      Franchisees in the Regional Territory

                                                	 
      	
                                                  Upon
      transfer or renewal of the Franchise Agreement

                                                	 
      	 
      
	 	 	 	 	 	 	 
	
                                                  Initiation
      Fees

                                                	 
      	
                                                  The
      Initiation Fees payable by the Sales Representatives of Franchisees within
      the Regional Territory, currently $195.00 per Sales
      Representative

                                                	 
      	
                                                  Upon
      Transfer to Franchisee of a Sales Represen-tative’s
License

                                                	 
      	
                                                  Each
      Sales Representative under written contract with a FRANCHISEE pays an
      initiation fee of one hundred ninety-five dollars ($195). The initiation
      fee is non-refundable and is due and payable on the effective date of the
      Sales Representative's agreement or the date the person or entity becomes
      a part of the ESCO®
      SYSTEM.  You are responsible for facilitating the collection of
      the initiation fee from the Sales Representatives and remitting the
      initiation fee directly to ESCO immediately upon the effective date of the
      Sales Representative.

                                                
	 	 	 	 	 	 	 
	
                                                  Annual
      Dues

                                                	 
      	
                                                  The
      Annual Dues payable by the Sales Representatives of Franchisees within the
      Regional Territory, currently $195.00 per Sales
    Representative

                                                	 
      	
                                                  Upon  each
      annual renewal of the execution of a new Sales Representative
      Agreement

                                                	 
      	
                                                  Each
      Sales Representative under written contract with a FRANCHISEE pays annual
      dues of one hundred ninety-five dollars ($195). The annual dues are
      non-refundable and are due and payable on the anniversary of the effective
      date of the Sales Representative's agreement or the anniversary of the
      date the person or entity becomes a part of the ESCO®
      SYSTEM.  You are responsible for facilitating the collection of
      annual dues from its Sales Representatives and remitting the annual dues
      directly to ESCO immediately upon each anniversary
date.

                                                
	 	 	 	 	 	 	 
	
                                                  Promotional
      Fund

                                                	 
      	
                                                  $50
      per Sales Representative per month

                                                	 
      	
                                                  Monthly

                                                	 
      	
                                                  Each
      Sales Representative contributes the sum of $50.00 per month to a
      Promotional Fund administered by ESCO (See Item 11). The Franchisee
      collects these funds and remits them to ESCO for deposit in the
      Promotional Fund monthly.

                                                
	 	 	 	 	 	 	 
	
                                                  Training
      Fund

                                                	 
      	
                                                  $50
      per Sales Representative per month

                                                	 
      	
                                                  Monthly

                                                	 
      	
                                                  Each
      Sales Representative contributes the sum of $50.00 per month to a Training
      Fund administered by ESCO (See Item 11). The Franchisee collects these
      funds and remits them to ESCO for deposit in the Training Fund
      monthly.

                                                
	 	 	 	 	 	 	 
	
                                                  Late
      Fees

                                                	
                                                    

                                                	
                                                  1.5%
      or applicable legal rate on past due amounts

                                                	
                                                    

                                                	
                                                  On
      Demand

                                                	
                                                    

                                                	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      All of
the foregoing fees and dues are imposed by and payable to ESCO and are subject
to change only by ESCO. All of the foregoing fees and dues are
nonrefundable.

       

      
        
          
            	
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  	
                    Page
      5

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ITEM
7 – YOUR ESTIMATED INITIAL INVESTMENT

       

      Although
costs may vary among Subfranchises, anticipated costs are presently estimated as
follows:

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Type of Expenditure

                              	 
      	
                                Estimated Amount

                              	 
      	
                                Method of

                                Payment

                              	 
      	
                                When Due

                              	 
      	
                                To Whom Payment is to be
    Made

                              
	
                                Subfranchise
      Fee

                              	 
      	
                                $40,000
      - $400,000

                                See
      Note 1

                              	 
      	
                                In
      Full

                              	 
      	
                                On
      signing of Franchise Agreement

                              	 
      	
                                ESCO

                                 

                              
	 	 	 	 	 	 	 	 	 
	
                                Travel
      & Living Expenses While Training

                              	 
      	
                                $2,000
      - $5,000

                              	 
      	
                                As
      Incurred

                              	 
      	
                                During
      Training

                              	 
      	
                                Airlines,
      Hotels, Restaurants

                              
	 	 	 	 	 	 	 	 	 
	
                                Insurance

                              	 
      	
                                $2,000
      - $10,000

                                See
      Note 2

                              	 
      	
                                As
      Billed

                              	 
      	
                                As
      Incurred

                              	 
      	
                                Insurance
      Company

                              
	
                                Legal
      Expenses

                              	 
      	
                                $1,000
      - $5,000

                              	 
      	
                                As
      Billed

                              	 
      	
                                As
      Incurred

                              	 
      	
                                Your
      Attorney

                              
	 	 	 	 	 	 	 	 	 
	
                                Improvements,
      Equipment, Opening Costs

                              	 
      	
                                $5,000
      - $25,000

                                See
      Note 3

                              	 
      	
                                As
      Billed

                              	 
      	
                                As
      Incurred

                              	 
      	
                                Your
      Lessor, Contractors, Vendors

                              
	 	 	 	 	 	 	 	 	 
	
                                Office
      Lease/Rental Payments (12 months)

                              	 
      	
                                $6,000
      - $36,000

                                See
      Note 4

                              	 
      	
                                As
      Billed

                              	 
      	
                                Monthly
      In Advance

                              	 
      	
                                Your
      Landlord

                              
	 	 	 	 	 	 	 	 	 
	
                                Additional
      Funds (6 – 12 months)

                              	 
      	
                                $60,000
      - $250,000

                                See
      Note 5

                              	 
      	
                                As
      Needed

                              	 
      	
                                As
      Incurred

                              	 
      	
                                Employees,
      Vendors, Bank, Lenders, etc.

                              
	 	 	 	 	 	 	 	 	 
	
                                Totals

                              	
                                  

                              	
                                $116,000
      - $731,000

                                See Note
    6

                              	
                                  

                              	 
      	
                                  

                              	 
      	
                                  

                              	 
      


                      

                    

                  

                

              

            

          

        

      

       

      
        	
              	
                Note
      1

              	
                The
      Subfranchise Fee for a Subfranchise Agreement is based upon $40,000 per
      1,000,000 of population within the Regional
  Territory.

              


      

       

      
        	
              	
                Note
      2

              	
                The
      costs of insurance will vary depending on the number of employees, the
      location of the brokerage office and the value of the equipment and
      improvements.

              


      

       

      
        	
              	
                Note
      3

              	
                Costs
      include furniture, fixtures, equipment, installations, security deposits,
      utility costs, incorporation fees, initial opening, advertising and
      promotional expenses, signage, materials, and any unforeseen incidental
      expenses related to facilities
improvements.

              


      

       

      
        
          
            	
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  	
                    Page
      6

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
              	
                Note
      4

              	
                These
      figures will vary considerably depending on the location, size of office
      and type of office lease.

              


      

       

      
        	
              	
                Note
      5

              	
                ESCO
      has prepared the foregoing estimates based on its experience. Except as
      otherwise indicated, these estimates cover your initial cash investment up
      to the opening of your office. ESCO cannot guarantee that You will not
      have additional expenses starting your business. They do not provide for
      your cash needs to cover any financing incurred by you or your other
      expenses. You should not plan to draw income from the operations during
      the startup and development stage of your business, the actual duration of
      which will vary materially from office to office and cannot be predicted
      by ESCO. You must have additional reserves available, whether in cash or
      through a bank line of credit, or have other assets that You may liquidate
      or against which You may borrow, to cover other expenses and any operating
      losses You may sustain, whether during your startup and development stage,
      or beyond. The amount of necessary reserves will vary greatly from
      Subfranchise owner to Subfranchise owner and will depend upon many
      factors, including the rate of growth and success of your business, which
      in turn will depend upon factors such as demographics and economic
      conditions in the area in which your office is located, the public
      awareness of your business within the general vicinity of your office,
      your management skill, experience, business acumen and ability to operate
      efficiently and in conformance with our recommended methods of doing
      business, and competition. Because the exact amount of reserves will vary
      from operation to operation and cannot be meaningfully estimated by ESCO,
      ESCO urges You to retain the services of an experienced accountant or
      financial advisor to develop a business plan and financial projections for
      your particular operation.

              


      

       

      
        	
              	
                Note
      6

              	
                All
      payments are non-refundable.

              


      

       

      ITEM
8 – RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

       

      ESCO
requires that all stationery, merchandising material and anything that is
utilized by You that contains ESCO's Marks be purchased from ESCO's Approved
Suppliers. ESCO maintains a list of Approved Suppliers, which is available to
You upon written request. If You wish to have a supplier You desire to have
designated as "Approved”, You may submit information about the supplier and its
relevant products or services to ESCO for review. ESCO will not unreasonably
withhold its approval of any supplier that meets the quality standards set forth
by ESCO and who agrees to execute ESCO's then current Confidentiality and
License Agreement.  The quality standards set forth by ESCO are not
available to You.  ESCO will notify You of its decision to approve or
disapprove the supplier within thirty (30) days.  ESCO may revoke any
Approved Supplier upon not less than sixty (60) days advance written notice to
You.  ESCO does not negotiate purchase arrangements with Suppliers
(including price terms) for the benefit of Subfranchisors or
Franchisees.  ESCO does not provide material benefits to
Subfranchisors or Franchisees based on the purchase of particular products or
services or use of particular suppliers.

       

      No
officer of ESCO currently owns an interest in any of ESCO’s Approved
Suppliers.

       

      ESCO may
require you to purchase a designated software system for the Franchise reporting
system. The system will be under ongoing development and will be licensed by
ESCO to You. There is no initial cost for the system. An annual license fee of
$2,500 may be imposed on Subfranchisors.

       

      You are
required to comply with quality standards and specifications described in ESCO's
Training Manual for furnishings, fixtures, equipment and operating
supplies.

       

      Approved
Suppliers may pay ESCO a royalty for products sold utilizing the ESCO Marks.
ESCO has not received any royalties from Approved Suppliers to
date.

       

      
        
          
            	
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  	
                    Page
      7

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ITEM
9 – SUBFRANCHISOR’S OBLIGATIONS

       

      THIS
TABLE LISTS YOUR PRINCIPAL OBLIGATIONS UNDER THE SUBFRANCHISE AND OTHER
AGREEMENTS. IT WILL HELP YOU FIND MORE DETAILED INFORMATION ABOUT YOUR
OBLIGATIONS IN THESE AGREEMENTS AND IN OTHER ITEMS OF THIS OFFERING
CIRCULAR.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	
                                                                      Obligation

                                                                    	 
      	
                                                                      Subfranchise

                                                                      Agreement

                                                                    	 
      	
                                                                      Disclosure Document

                                                                    
	
                                                                      a.
      Site Selection and Acquisition/Lease

                                                                    	 
      	
                                                                      Section
      9

                                                                    	 
      	
                                                                      Item
      11

                                                                    
	 	 	 	 	 
	
                                                                      b.
      Pre-opening Purchases/Leases

                                                                    	 
      	
                                                                      Section
      9

                                                                    	 
      	
                                                                      Items
      5, 6, 7

                                                                    
	 	 	 	 	 
	
                                                                      c.
      Site Development and other Pre-opening Requirements

                                                                    	 
      	
                                                                      Section
      9

                                                                    	 
      	
                                                                      Items
      5, 6, 7, 11

                                                                    
	 	 	 	 	 
	
                                                                      d.
      Initial and Ongoing Training

                                                                    	 
      	
                                                                      Section
      14

                                                                    	 
      	
                                                                      Item
      11

                                                                    
	 	 	 	 	 
	
                                                                      e.
      Opening

                                                                    	 
      	
                                                                      Section
      5

                                                                    	 
      	
                                                                      Item
      8, 11

                                                                    
	 	 	 	 	 
	
                                                                      f.
      Fees

                                                                    	 
      	
                                                                      Sections
      1, 7, 23

                                                                    	 
      	
                                                                      Items
      5, 6, 7

                                                                    
	 	 	 	 	 
	
                                                                      g.
      Compliance with Standards, Policies, Operating Manual

                                                                    	 
      	
                                                                      Sections
      16, 17

                                                                    	 
      	
                                                                      Items
      8, 11, 13, 14

                                                                    
	 	 	 	 	 
	
                                                                      h.
      Trademark and Proprietary Information

                                                                    	 
      	
                                                                      Sections
      4, 13

                                                                    	 
      	
                                                                      Item
      13, 14

                                                                    
	 	 	 	 	 
	
                                                                      i.
      Restrictions on Products/Services Offered

                                                                    	 
      	
                                                                      Sections
      10, 12

                                                                    	 
      	
                                                                      Item
      16

                                                                    
	 	 	 	 	 
	
                                                                      j.
      Warranty and Customer Service Requirements

                                                                    	 
      	
                                                                      Sections
      11, 16

                                                                    	 
      	
                                                                      Items
      1, 12

                                                                    
	 	 	 	 	 
	
                                                                      k.
      Territorial Development and Sales Quotas

                                                                    	 
      	
                                                                      Section
      17, Schedules 2, 3

                                                                    	 
      	
                                                                      Item
      12

                                                                    
	 	 	 	 	 
	
                                                                      I.
      Ongoing Product/Service Purchases

                                                                    	 
      	
                                                                      Section
      12

                                                                    	 
      	
                                                                      Item
      8

                                                                    
	 	 	 	 	 
	
                                                                      m.
      Maintenance, Appearance and Remodeling Requirements

                                                                    	 
      	
                                                                      Section
      9

                                                                    	 
      	
                                                                      Item
      7

                                                                    
	 	 	 	 	 
	
                                                                      n.
      Insurance

                                                                    	 
      	
                                                                      Section
      24

                                                                    	 
      	
                                                                      Item
      7

                                                                    
	 	 	 	 	 
	
                                                                      o.
      Advertising

                                                                    	 
      	
                                                                      Section
      17

                                                                    	 
      	
                                                                      Items
      7, 11

                                                                    
	 	 	 	 	 
	
                                                                      p.
      Indemnification

                                                                    	 
      	
                                                                      Section
      28

                                                                    	 
      	 
      
	 	 	 	 	 
	
                                                                      q.
      Owner's Participation/Management/Staffing

                                                                    	 
      	
                                                                      Sections
      16, 17

                                                                    	 
      	
                                                                      Item
      15

                                                                    
	 	 	 	 	 
	
                                                                      r.
      Records and Reports

                                                                    	 
      	
                                                                      Sections
      17, 20

                                                                    	 
      	
                                                                      Item
      11

                                                                    
	 	 	 	 	 
	
                                                                      s.
      Inspections and Audits

                                                                    	 
      	
                                                                      Section
      20

                                                                    	 
      	
                                                                      Item
      6, 11

                                                                    
	 	 	 	 	 
	
                                                                      t.
      Transfer

                                                                    	 
      	
                                                                      Section
      23

                                                                    	 
      	
                                                                      Items
      6, 17

                                                                    
	 	 	 	 	 
	
                                                                      u.
      Renewal

                                                                    	 
      	
                                                                      Section
      6

                                                                    	 
      	
                                                                      Item
      17

                                                                    
	 	 	 	 	 
	
                                                                      v.
      Post-termination Obligations

                                                                    	 
      	
                                                                      Section
      22

                                                                    	 
      	
                                                                      Item
      17

                                                                    
	 	 	 	 	 
	
                                                                      w.
      Non-competition Covenants

                                                                    	 
      	
                                                                      Section
      25

                                                                    	 
      	
                                                                      Item
      17

                                                                    
	 	 	 	 	 
	
                                                                      x.
      Dispute Resolution

                                                                    	
                                                                        

                                                                    	
                                                                      Section
      26

                                                                    	
                                                                        

                                                                    	
                                                                      Item
      17

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            	
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  	
                    Page
      8

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ITEM
10 – FINANCING

       

      If you
meet ESCO’s credit standards, ESCO may finance up to fifty percent (50%) of the
Subfranchise Fee, payable over thirty-six (36) months with interest at a rate
equal to two percent (2%) above the prime interest rate published in the Wall
Street Journal at the time the Promissory Note (the "Note", attached as Exhibit
E to this Offering Circular) evidencing the loan is signed. The Note may be
prepaid at any time without penalty and is secured by a personal guaranty in the
form of Exhibit G attached to this Offering Circular.  The Note sets
forth Your potential liabilities upon default, including Your accelerated
obligation to pay the entire amount due and the obligation to pay court costs
and attorney’s fees incurred in collecting the debt.

       

      ITEM
11 – FRANCHISOR'S ASSISTANCE, ADVERTISING,

      COMPUTER
SYSTEMS AND TRAINING

       

      Except
as listed below, ESCO is not required to provide You with any
assistance.

       

      
        	
                A.

              	
                Before
      You open your business, ESCO will provide the following assistance to
      You:

              


      

       

      
        	
                (1)

              	
                Provide
      You with a copy of our prototypical office plans and specifications, which
      You may adapt for your own use. (See Subfranchise Agreement, Article
      15.)

              


      

       

      
        	
                (2)

              	
                Train
      You (You must complete the initial training program to ESCO's
      satisfaction) as provided in the training course manual, the Table of
      Contents of which is attached to this Offering Circular as Exhibit H. (See
      Subfranchise Agreement, Article 15.)  The initial training
      program is conducted by John Alexander, Brent Boyd, and Ron Schwartz.
      Their background and experience is described in Item 2 of this
      Circular.  ESCO will provide you with a reasonable opportunity
      to review the Training Manual prior to the purchase of a
      franchise

              


      

       

      TRAINING
PROGRAM

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	
                                                          Subject

                                                        	 
      	
                                                          Instructional

                                                          Material

                                                        	 
      	
                                                          Classroom

                                                          Hours

                                                        	 
      	
                                                          On-The-Job

                                                          Training

                                                          Hours

                                                        	 
      	
                                                          Instructor

                                                        
	
                                                          Preparation
      and Planning

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          0.5
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Alexander

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Introduction
      to ESCO Ownership Culture

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          1.0
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Alexander

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Regional
      Owner Agreement

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          1.5
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Alexander

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Franchise
      Agreement

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          0.75
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Alexander

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Independent
      Contractor Agreement

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          0.75
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Alexander

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Franchise
      Procedure Checklist

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          1.0
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Boyd

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          ESCO
      Structure – Systems & Tools

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          2.5
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Boyd

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Equipment

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          1.0
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Boyd

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Regional
      Office Staffing

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          0.5
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Boyd

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          National
      & Regional Suppliers

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          1.0
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Boyd

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Regional
      Council

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          0.5
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Alexander

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Regional
      Advertising

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          0.5
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Alexander

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Regional
      Responsibilities

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          1.0
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Alexander

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Regional
      Franchise Development Plan – Target Marketing, 12 Month Plan, 3 Year
      Plan

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          2.0
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Alexander

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Ownership
      Culture: ESCO Training Institute

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          1.0
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Alexander/Schwartz

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Facilitating
      Multi-Agent Walkovers

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          1.0
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Alexander/Schwartz

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Recruiting,
      Educating and Training of New Entrants to Real Estate
    Industry

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          1.0
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Alexander/Schwartz

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Handling
      Objections

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          1.0
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Schwartz

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Franchisee
      Training Program Overview

                                                        	 
      	
                                                          Training
      Manual

                                                        	 
      	
                                                          1.0
      hours

                                                        	 
      	
                                                          n/a

                                                        	 
      	
                                                          Schwartz

                                                        
	 	 	 	 	 	 	 	 	 
	
                                                          Summary
      and Certificate Presentation

                                                        	
                                                            

                                                        	
                                                          Training
      Manual

                                                        	
                                                            

                                                        	
                                                          1.0
      hours

                                                        	
                                                            

                                                        	
                                                          n/a

                                                        	
                                                            

                                                        	
                                                          Alexander

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            	
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  	
                    Page
      9

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      You must
pay the travel, lodging, meals and incidental expenses of those attending the
initial training program. Training is conducted periodically in various
locations in Canada and the United States.

       

      
        	
                (3)

              	
                Lend
      You one (1) copy of the Training Manual, which covers ESCO's operating
      policies, marketing and advertising policies and standards, promotional
      programs and other matters. The Table of Contents of the Training Manual
      is attached to this Offering Circular as Exhibit H. In addition, each
      franchise office will receive an office Operating Procedures Manual which
      contains both mandatory and suggested standards and procedures for
      efficient office operation. These manuals are confidential and remain our
      property.

              


      

       

      
        	
                B.

              	
                ESCO
      will also provide the following to
You:

              


      

       

      
        	
                (1)

              	
                Ongoing
      Assistance

              


      

       

      
        	
              	
                (a)

              	
                Upon
      completion, provide You with continued access to ESCO's computer software.
      (See Subfranchise Agreement, Article
20).

              


      

       

      
        	
              	
                (b)

              	
                Periodically
      provide You with revised and updated sections of the Training Manual. (See
      Subfranchise Agreement, Article
15).

              


      

       

      
        	
              	
                (c)

              	
                Periodically
      provide You with additional revised and updated versions of the computer
      software. (See Subfranchise Agreement, Section
  15.20).

              


      

       

      
        	
              	
                (d)

              	
                Periodically
      train your management personnel. (See Subfranchise Agreement, Article
      14.)

              


      

       

      
        	
              	
                (e)

              	
                Periodically
      discuss operating and marketing issues concerning your Subfranchise with
      You. (See Subfranchise Agreement, Article
15).

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Periodically
      inspect your office to determine whether You are operating and maintaining
      it as required by the Agreement and Training Manual, and provide You with
      written quality performance reviews. (See Subfranchise Agreement, Article
      9).

              


      

       

      
        	
              	
                (g)

              	
                At
      your request, consult with You on technical matters. You must pay ESCO's
      then current charges and related travel and living expenses for these
      services. (See Subfranchise Agreement, Article
  15).

              


      

       

      
        	
              	
                (h)

              	
                Franchise
      Development Training.

              


      

       

      
        	
                (2)

              	
                Promotional
      and Training Fund

              


      

       

      ESCO
administers a Promotional Fund to promote and enhance the image and identity of
the ESCO® System.
Currently, each Sales Representative contributes the sum of $50.00 per month to
the Fund. The Franchisee collects these funds and remits them to ESCO for
deposit in the Promotional Fund (See Item 6). The funds are deposited in a
separate account and segregated administratively on our books. We have the right
to cause the Promotional Fund to be incorporated or operated through a separate
entity, as we deem appropriate.

       

      At Your
request, we will furnish to You an unaudited report certified as correct by an
ESCO officer showing the Promotional Fund balance at the beginning of the
calendar year, the total amount contributed by Franchise owners, and the balance
or deficit at the calendar year end.

       

      
        
          
            	
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  	
                    Page
      10

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      We are
obligated to spend an amount equal to the Promotional Fund revenue received or
allocated by us for international, national, regional or local advertising,
public relations and promotional campaigns, typically in media such as
newspapers, radio, cable and local television and the Internet. This amount may
also be spent for other items including creative, conducting marketing studies,
the promotion and purchasing of advertising art, television commercials, print
advertising, media advertising, outdoor advertising, direct mail pamphlets and
literature, participation in realtor conferences, and may also be allocated to
reimburse us for internal expenses of operating the advertising department and
administration of our advertising program. However, we may not allocate more
than 10% of all Promotional Fund contributions to the internal expenses incurred
by us. We determine, in our discretion, exercised in good faith, all matters
relating to advertising, public relations and promotional campaigns and we are
not required to allocate or expend advertising funds for the benefit of any
particular Franchise owner or group of Franchise owners on a pro rata or proportional
basis. For the year ending December 31, 2007, there were no funds collected for
the Promotional Fund. (See Subfranchise Agreement, Schedule 5.)

       

      We also
administer a Training Fund to develop and administer training programs for the
benefit of Sales Representatives, Franchisees, Regional Owners, and ESCO.
Currently each Sales Representative remits the sum of $50.00 per month to the
Training Fund.  The Franchisee collects these funds and remits them to
ESCO for deposit in the Training Fund (See Item 6).  The Training Fund
is deposited in a separate account and segregated administratively on our
books.  We have the right to cause the Training Fund to be
incorporated or operated through a separate entity, as we deem
appropriate.

       

      At Your
request, we will furnish to You an unaudited report certified as correct by an
ESCO officer showing the Training Fund balance at the beginning of the calendar
year, the total amount contributed by franchise owners, and the amount actually
expensed for the year, and the remaining balance or deficit in the Training Fund
at the calendar year end.

       

      We are
obligated to spend an amount equal to the Training Fund revenue received or
allocated by us for international, national, regional or local
training.  Any amounts remaining in the Training Fund at the end of
the calendar year are carried over to be used for the following
year.    For the year ending December 31, 2007, there were
no funds collected for the benefit of the Training Fund.  (See
Subfranchise Agreement, Schedule 5.)

       

      
        	
                (3)

              	
                Computer
      Equipment

              


      

       

      Set forth
below is a listing of the non-proprietary hardware and software currently
required to operate the computer system required by ESCO:

      


      Hardware
Requirements

      Personal
Computer with Intel Core 2 Duo or higher processor

      1GB RAM
minimum or greater

      Video
Card supporting 800 x 600 resolution

      Monitor
supporting 24-bit true color

      CD/DVD-R
Drive

      7200 RPM
Hard Drive: 65 MB free disk space for program files / 100 MB for data (larger
offices may require additional space)

      Uninterruptible
Power Supply (APC Back UPS 650 recommended)

      Laser
Printer (Hewlett Packard recommended)

      Software
Requirements

      Windows
XP Professional / Windows Vista Business or Vista Ultimate

      Broadband
Internet Connection

       

      ESCO may
require you to upgrade the hardware and software to maintain compatibility with
the Franchise Reporting System.

       

      
        	
                C.

              	
                Office

              


      

       

      
        	
                (1)

              	
                You
      must select your office site, subject to ESCO's review and consent (which
      will not be unreasonably withheld), and secure fee or leasehold title for
      the site. ESCO may consult with You regarding site selection, but You are
      ultimately responsible for locating and obtaining an acceptable site. (See
      Subfranchise Agreement, Section 9.)

              


      

       

      
        	
                (2)

              	
                In
      evaluating a proposed site, ESCO considers such factors as competition and
      market analysis, proximity to other real estate offices and other
      potential sources of customers, building suitability, traffic and
      transportation, the nature and extent of adjacent businesses, the
      comparative advantages of a particular market, and other factors selected
      by ESCO.

              


      

       

      
        
          
            
              	
                      ©
      2004 ESCO GLOBAL REALTY CORP.

                    	
                      Page
      11

                    


            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                D.

              	
                Opening

              


      

       

      Subfranchisors
typically open their offices approximately two (2) to three (3) months after
they sign a Subfranchise Agreement. The primary factor affecting the time period
is whether the office is converted from an existing facility or built by You.
Other factors may include the time of year, availability of financing and
construction delays. You are required to open your office within 180 days after
You sign a Subfranchise Agreement. (See Subfranchise Agreement, Section
5).

       

      
        ITEM
12 – TERRITORY

      

       

      A.      The
Subfranchise Agreement grants You, as a Regional Owner, the right to a
geographic territory ("Regional Territory") outlined in the Description of Regional Territory
Addendum attached as Schedule 1 to the Subfranchise Agreement. The Subfranchise
Agreement provides that ESCO will not establish or franchise others to establish
Franchisees utilizing the ESCO® System
within your Regional Territory during the term of the Subfranchise
Agreement. Your exclusive rights to a Regional Territory may be terminated or
modified by ESCO if You fail to comply with the terms and conditions of the
Subfranchise Agreement or any other agreement with ESCO. You do not receive the
right to acquire additional Subfranchises.

       

      B.      You
are required to sell and cause to be opened ESCO franchises in the Regional
Territory according to the Development Schedule contained in the Subfranchise
Agreement. The number of ESCO Franchises to be developed in a Regional Territory
is determined by the population of the Regional Territory. Your exclusive rights
to a Regional Territory will terminate if You fail to sell and cause the
prescribed number of ESCO franchises to open within the designated period of
time (See Subfranchise Agreement, Schedule 3) or if the Franchisees in the
Regional Territory fail to retain the designated number of Sales Representatives
within a designated period of time (See Subfranchise Agreement, Schedule 2).
Otherwise, the continuation of the Regional Territory is not dependent upon the
achievement of a certain sales volume, market penetration or other contingency.
The Regional Territory may not be altered unless mutually agreed upon in writing
or unless You are in default under the terms of the Subfranchise
Agreement.

       

      C.      You
do not have the right to use other channels of distribution, such as the
Internet, catalog sales, telemarketing, or other direct marketing, to facilitate
sales outside of Your Regional Territory.

       

      D.      ESCO
has no plans to operate or franchise a business under a different
trademark.

       

      ITEM
13 – TRADEMARKS

       

      The
following marks are on the principal register in the United States Patent and
Trademark Office (USPTO). ESCO has filed all required affidavits and renewal
registrations for the trademarks listed below.

       

      
        
          	
                  ESCO®

                	 
	
                  Application
      Date

                	
                  11/17/2003

                
	
                  Serial
      Number

                	
                  78331981

                
	
                  Status

                	
                  Registered

                
	
                  Registration
      Date

                	
                  07/26/2005

                
	
                  Registration
      Number

                	
                  2979592

                


        

      

       

      
        
          
            	
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  	
                    Page
      12

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                OWN
      YOUR FUTURE®

                              	 
      
	
                                Application
      Date

                              	
                                02/22/2004

                              
	
                                Serial
      Number

                              	
                                78372011

                              
	
                                Status

                              	
                                Registered

                              
	
                                Registration
      Date

                              	
                                08/05/2008

                              
	
                                

                                  Registration
      Number

                                

                              	

                                3482024

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            	
                    ESCO
      Logo®

                    Application
      Date

                    Serial
      Number

                    Status

                    Registration
      Date

                    Registration
      Number

                  	
                     

                    04/21/2005

                    78613813

                    Registered

                    11/21/2006

                    3173267

                  	


          

        

      

       

      The
following mark is on the principal register in the Canadian Intellectual
Property Office (CIPO). ESCO has filed all required statements for the trademark
listed below.

       

      
        
          	
                  ESCO
      / LOGO / OWN YOUR FUTURE®

                	 
      
	
                  Filed

                	
                  12/12/2003

                
	
                  Application
      number

                	
                  1201607

                
	
                  Status

                	
                  Registered

                
	
                  Registration
      Date

                	
                  07/21/2006

                
	
                  Registration
      Number

                	
                  TMA668433

                


        

      

       

      You must
use ESCO's trademarks only in the manner set forth in the Subfranchise Agreement
and Training Manual, and as specified periodically by ESCO. You may not use any
of the trademarks as part of a corporate or partnership name.

       

      If You
learn of any claim, suit or demand against You by a third party for any alleged
infringement, unfair competition of similar matter due to your use of the ESCO
trademarks, in accordance with the terms and conditions of the Subfranchise
Agreement, you must promptly notify ESCO of any claim, suit or demand. ESCO will
then take whatever action it, in its sole discretion, considers necessary to
protect and defend You against the claim. You may not settle or compromise any
claim by a third party without ESCO's prior written consent. ESCO may defend,
compromise or settle any claim at its cost, using attorneys that it chooses and
You must cooperate fully with ESCO in defending the claim.

       

      ESCO
knows of no infringing or prior uses that could materially affect your use of
its trademarks.

       

      ESCO may
add to, delete or modify its trademarks. You must accept, use or cease using as
may be applicable, the trademarks, including modified or additional trademarks
in accordance with ESCO's prescribed procedures, policies, rules and
regulations, whether contained in the Training Manual, the Subfranchise
Agreement or otherwise. You will not be compensated as a result of any
discontinuation or modification.

       

      ITEM
14 – PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

       

      ESCO does
not grant you the right to use any item governed by a patent or copyright, but
does permit You to use Proprietary Information in the Training Manual (See Item
11 of this Offering Circular). Although ESCO has not filed an Application for
Copyright Registration for the Training Manual, the information in the Training
Manual is proprietary and ESCO claims a copyright to the entire Training Manual
and in various advertising and sales promotion materials used in connection with
the ESCO® System.
You must also promptly tell us when You learn about unauthorized use of this
Proprietary Information. ESCO is not obligated to take any action but will
respond to this information as we think appropriate. ESCO will indemnify You for
losses brought by a third party concerning your use of this information. You
must keep the Training Manual current at all times, and upon the termination or
non-renewal of your Subfranchise, return all Training Manuals to ESCO. You
cannot incorporate ESCO or ESCO® GLOBAL
REALTY into the legal name of your entity. You must use ESCO® GLOBAL
REALTY in your registered business trade name.

       

      
        
          
            	
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  	
                    Page
      13

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ITEM
15 – OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION

      OF
THE FRANCHISE BUSINESS

       

      As a
Subfranchisor, You or your designated Regional Director must devote your full
time and best efforts to the development and expansion of ESCO's business and in
the assistance and development of every franchised ESCO office within your
Regional Territory.

       

      You are
required to attend the Initial Training Program. If You and the Regional
Director are not the same person, then both are required to attend the Initial
Training Program. All attendees at the Initial Training Program will be required
to sign agreements confirming their acknowledgment of the confidentiality of the
course information and individually affirming the non-compete provisions of the
Subfranchise Agreement.

       

      ITEM
16 – RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

       

      You may
not engage in providing special services to Franchisees other than as approved
by ESCO in writing (See Items 8, 9 of this Offering Circular). ESCO has the sole
discretion to determine or change the types of authorized goods or services.
Unless otherwise approved by ESCO, and subject to state or local laws, as a
Subfranchisor You are limited to owning one (1) ESCO franchise within your
Regional Territory and owning a maximum of a five percent (5%) ownership
interest in ESCO Franchise offices inside of your Regional
Territory.

      


      
        
          
            	
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  	
                    Page
      14

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    ITEM
17 – RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

     

    THE
FRANCHISE RELATIONSHIP

     

    This
table lists certain important provisions of the Subfranchise and related
agreements. You should read these provisions in the agreements attached to this
disclosure document.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        	
                                                                                                                Provision

                                                                                                              	 
      	
                                                                                                                Subfranchise

                                                                                                                Agreement

                                                                                                              	 
      	
                                                                                                                Summary

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                a.
      Length of the Franchise term

                                                                                                              	 
      	
                                                                                                                Section
      6.1

                                                                                                              	 
      	
                                                                                                                The
      term of a Subfranchise Agreement is 15 years.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                b.
      Renewal or extension of the term

                                                                                                              	 
      	
                                                                                                                Section
      6.2

                                                                                                              	 
      	
                                                                                                                A
      Subfranchise Agreement may be renewed for a 15-year
  period.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                c.
      Requirement for You to renew or extend

                                                                                                              	 
      	
                                                                                                                Section
      6.2

                                                                                                              	 
      	
                                                                                                                You
      must not be in breach of the Agreement. You must give notice at least 6
      months prior to the expiration date. You must pay the Renewal Fee. You
      must execute a new Agreement.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                d.
      Termination by You

                                                                                                              	 
      	
                                                                                                                Section
      21.1

                                                                                                              	 
      	
                                                                                                                Please
      see the applicable Article in the Agreement.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                e.
      Termination by ESCO without cause

                                                                                                              	 
      	
                                                                                                                 N/A

                                                                                                              	 
      	
                                                                                                                Not
      applicable.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                f.
      Termination by ESCO with cause

                                                                                                              	 
      	
                                                                                                                Section
      21.2

                                                                                                              	 
      	
                                                                                                                Cause
      means any breach of a material provision of the
  Agreement.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                g.
      "Cause" defined – curable defaults

                                                                                                              	 
      	
                                                                                                                Section
      21.2

                                                                                                              	 
      	
                                                                                                                Please
      see the applicable Article in the Agreement.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                h.
      "Cause" defined – non-curable defaults

                                                                                                              	 
      	
                                                                                                                Section
      21.2

                                                                                                              	 
      	
                                                                                                                Please
      see the applicable Article in the Agreement.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                i.
      Your obligations on termination/non-renewal

                                                                                                              	 
      	
                                                                                                                Section
      22.1

                                                                                                              	 
      	
                                                                                                                Obligations
      include complete de- identification and payment of amounts due (also see
      the non-competition section below)

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                j.
      Assignment of contract by ESCO

                                                                                                              	 
      	
                                                                                                                Section
      23.1

                                                                                                              	 
      	
                                                                                                                No
      restriction on ESCO's right to assign. However, no assignment will be made
      by ESCO except to an assignee who, in ESCO's good faith judgment, is
      willing and able to assume ESCO's obligations under the Franchise
      Agreement.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                k.
      “Transfer” by You – defined

                                                                                                              	 
      	
                                                                                                                Section
      23

                                                                                                              	 
      	
                                                                                                                Includes
      transfer of contract or assets or ownership change.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                l.
      ESCO's approval of transfer by You

                                                                                                              	 
      	
                                                                                                                Section
      23

                                                                                                              	 
      	
                                                                                                                ESCO
      has the right to approve all transfers but will not unreasonably withhold
      approval.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                m.
      Conditions for ESCO approval of transfer

                                                                                                              	 
      	
                                                                                                                Section
      23

                                                                                                              	 
      	
                                                                                                                New
      Subfranchisor or Franchisee qualifies, transfer fee paid, purchase
      agreement approved, training arranged, release signed by You and current
      Agreement signed by new Franchisor or Franchisee (also see the
      non-competition section below).

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                n.
      ESCO's right of first refusal to acquire Your business

                                                                                                              	 
      	
                                                                                                                Section
      23

                                                                                                              	 
      	
                                                                                                                Any
      proposed transfer by You is subject to ESCO’s right of first
      refusal.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                o.
      ESCO's option to purchase Your business

                                                                                                              	 
      	
                                                                                                                 N/A

                                                                                                              	 
      	
                                                                                                                Not
      applicable.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                p.
      Your death or disability

                                                                                                              	 
      	
                                                                                                                Section
      23

                                                                                                              	 
      	
                                                                                                                Treated
      as an ordinary transfer.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                q.
      Non-competition covenants during the term of the Franchise

                                                                                                              	 
      	
                                                                                                                Section
      25.1

                                                                                                              	 
      	
                                                                                                                No
      involvement in competing business without Franchisor's prior written
      consent.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                r.
      Non-competition covenants after the Franchise is terminated or
      expires

                                                                                                              	 
      	
                                                                                                                Section
      25.2

                                                                                                              	 
      	
                                                                                                                No
      competing business within 1 year within the Regional Territory or within
      25 miles of another Franchise.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                s.
      Modification of the Agreement

                                                                                                              	 
      	
                                                                                                                Section
      30

                                                                                                              	 
      	
                                                                                                                Fees
      are subject to change by Franchisor. The Manual is subject to
      change.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                t.
      Integration/merger clause

                                                                                                              	 
      	
                                                                                                                Section
      30

                                                                                                              	 
      	
                                                                                                                Only
      the terms of the Agreement are binding (subject to state law). Any other
      promises may not be enforceable.

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                u.
      Dispute resolution by arbitration or mediation

                                                                                                              	 
      	
                                                                                                                Section
      26

                                                                                                              	 
      	
                                                                                                                All
      disputes must be arbitrated in Milwaukee, Wisconsin

                                                                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                v.
      Choice of forum

                                                                                                              	 
      	
                                                                                                                Section
      26

                                                                                                              	 
      	
                                                                                                                All
      disputes must be arbitrated in Milwaukee, Wisconsin

                                                                                                              
	 	 	 	 	 
	
                                                                                                                w.
      Choice of law

                                                                                                              	 
      	
                                                                                                                Section
      34

                                                                                                              	 
      	
                                                                                                                State
      where Territory is
located.

                                                                                                              


                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    The
following states have statutes that may supersede the Agreements in your
relationship with ESCO, including the areas of termination and renewal of your
Franchise.

     

    ARKANSAS
[Stat. Section 70-807], CALIFORNIA [Bus. & Prof. Code Sections 20000-20043],
CONNECTICUT [Gen. Stat. Section 42-133e et seq.], DELAWARE [Code, tit.], HAWAII
[Rev. Stat. Section 482E1], ILLINOIS [Rev. Stat. Chapter 8151LCS 705/19 and
705/20], INDIANA [Stat. Section 23-2-2.7], IOWA [Code Sections 523H.1 -523H.17],
MARYLAND [COMAR 02.02.08.16L, additionally, any claims under the Maryland
Registration and Disclosure Law must be brought within 3 years after the grant
of this subfranchise.], MICHIGAN [Stat. Section 19.854(27)], MINNESOTA [Stat.
Section 80C.14 -which requires us to comply with subs. 3,4, and 5 which require,
except in certain specified cases, that You be given 90 days notice of
termination with 60 days notice to cure and 180 days notice for non-renewal of
the agreement; 80C.21, Minn Rule 2860.4400J, which prohibit us from requiring
litigation to be conducted outside Minnesota. In addition, nothing in the
Offering Circular or Agreement can 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],
MISSISSIPPI [Code Section 75-24-51], MISSOURI [Stat. Section 407-400], NEBRASKA
[Rev. Stat. Section 87-401], NEW JERSEY [Stat. Section 56:10-1], SOUTH DAKOTA
[Codified Laws Section 37-5A-51], VIRGINIA [Code 13.1-557-574 -13.1-564],
WASHINGTON [Code Section 19.100.180], WISCONSIN [Stat. Section
135.03].

    
       

      
        
          	
                  © 2004 ESCO GLOBAL REALTY CORP.

                	
                  Page
      15

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    These and
other states may have court decisions that may supersede the Agreements in your
relationship with ESCO including the areas of termination and renewal of your
Franchise.

     

    ITEM
18 – PUBLIC FIGURES

     

    ESCO does
not use any public figure to promote its franchise.

     

    ITEM
19 – FINANCIAL PERFORMANCE REPRESENTATIONS

     

    The FTC’s
Franchise Rule permits ESCO to provide information about the actual or potential
financial performance of its franchised and/or franchised-owned outlets, if
there is a reasonable basis for the information, and if the information is
included in the disclosure document.  Financial performance
information that differs from that included in Item 19 may be given only
if:  (1) ESCO provides the actual records of an existing outlet You
are considering buying; or (2) ESCO supplements the information provided in this
Item 19, for example, by providing information about possible performance at a
particular location or under particular circumstances.

     

    ESCO does
not make any representations about a franchisee’s future financial performance
or the past financial performance of company-owned or franchised
outlets.  ESCO also does not authorize our employees or
representatives to make any such representations either orally or in
writing.  If You are purchasing an existing outlet, however, we may
provide you with the actual records of that outlet.  If You receive
any other financial performance information or projections of your future
income, You should report it to ESCO’s management by contacting ESCO CEO David
Alexander, the Federal Trade Commission, and the appropriate state regulatory
agency.

     

    
      	
              © 2004 ESCO GLOBAL REALTY CORP.

            	
              Page
      16

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ITEM
20 – INFORMATION REGARDING FRANCHISES OF FRANCHISOR

     

    System
wide Regional Territory Summary

    For
Years 2006 to 2008

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Regional Territory Type

                                                	 	
                                                  Year

                                                	 	
                                                  Regional

                                                  Territories at the

                                                  Start of the Year

                                                	 	
                                                  Regional Territories at

                                                  the End of the Year

                                                	 	
                                                  Net Change

                                                
	
                                                  Franchised

                                                	 	
                                                  2006

                                                	 	
                                                  1

                                                	 	
                                                  2

                                                	 	
                                                  1

                                                
	 
      	 	
                                                  2007

                                                	 	
                                                  2

                                                	 	
                                                  4

                                                	 	
                                                  2

                                                
	 
      	 	
                                                  2008

                                                	 	
                                                  4

                                                	 	
                                                  6

                                                	 	
                                                  2

                                                
	 	 	 	 	 	 	 	 	 
	
                                                  Company-Owned

                                                	 	
                                                  2006

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                
	 
      	 	
                                                  2007

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                
	 
      	 	
                                                  2008

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                
	 	 	 	 	 	 	 	 	 
	
                                                  Total

                                                	 	
                                                  2006

                                                	 	
                                                  1

                                                	 	
                                                  2

                                                	 	
                                                  1

                                                
	 
      	 	
                                                  2007

                                                	 	
                                                  2

                                                	 	
                                                  4

                                                	 	
                                                  2

                                                
	 
      	 	
                                                  2008

                                                	 	
                                                  4

                                                	 	
                                                  6

                                                	 	
                                                  2

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Transfers
of Regional Territories from Franchisees to New Owners

    For
Years 2006 to 2008

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    State/Province

                                  	 	
                                    Year

                                  	 	
                                    Number of Transfers

                                  
	
                                    Western
      Canada

                                  	 	
                                    2006

                                  	 	
                                    0

                                  
	 
      	 	
                                    2007

                                  	 	
                                    0

                                  
	 
      	 	
                                    2008

                                  	 	
                                    1

                                  
	 	 	 	 	 
	
                                    Total

                                  	 	
                                    2006

                                  	 	
                                    0

                                  
	 
      	 	
                                    2007

                                  	 	
                                    0

                                  
	 
      	 	
                                    2008

                                  	 	
                                    1

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              © 2004 ESCO GLOBAL REALTY CORP.

            	
              Page
      17

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Status
of Franchised Regional Territories

    For
Years 2006 to 2008

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    	
                                                                                            State/Province

                                                                                          	 	
                                                                                            Year

                                                                                          	 	
                                                                                            Regional

                                                                                            Territories

                                                                                            at Start of

                                                                                            Year

                                                                                          	 	
                                                                                            Regional

                                                                                            Territories

                                                                                            Opened

                                                                                          	 	
                                                                                            Termin-ations

                                                                                          	 	
                                                                                            Non-Renewals

                                                                                          	 	
                                                                                            Reacquired

                                                                                            by

                                                                                            Franchisor

                                                                                          	 	
                                                                                            Ceased

                                                                                            Operations –

                                                                                            Other

                                                                                            Reasons

                                                                                          	 	
                                                                                            Regional

                                                                                            Franchises

                                                                                            at End of

                                                                                            Year

                                                                                          
	
                                                                                            Western
      Canada

                                                                                          	 	
                                                                                            2006

                                                                                          	 	
                                                                                            1

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            1

                                                                                          
	 
      	 	
                                                                                            2007

                                                                                          	 	
                                                                                            1

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            1

                                                                                          
	 
      	 	
                                                                                            2008

                                                                                          	 	
                                                                                            1

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            1

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                            Atlantic
      Canada

                                                                                          	 	
                                                                                            2006

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            1

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            1

                                                                                          
	 
      	 	
                                                                                            2007

                                                                                          	 	
                                                                                            1

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            1

                                                                                          
	 
      	 	
                                                                                            2008

                                                                                          	 	
                                                                                            1

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            1

                                                                                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                            North
      & South 

                                                                                          	 	
                                                                                            2006

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          
	Carolina	 	
                                                                                            2007

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            2

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            2

                                                                                          
	 
      	 	
                                                                                            2008

                                                                                          	 	
                                                                                            2

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            2

                                                                                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                            New
      Jersey

                                                                                          	 	
                                                                                            2006

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          
	 
      	 	
                                                                                            2007

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          
	 
      	 	
                                                                                            2008

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            1

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            1

                                                                                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                            Canadian
      Prairies

                                                                                          	 	
                                                                                            2006

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          
	 
      	 	
                                                                                            2007

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          
	 
      	 	
                                                                                            2008

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            1

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            1

                                                                                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                            Canada
      North

                                                                                          	 	
                                                                                            2006

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          
	 
      	 	
                                                                                            2007

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          
	 
      	 	
                                                                                            2008

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            1

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            1

                                                                                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                            Total

                                                                                          	 	
                                                                                            2006

                                                                                          	 	
                                                                                            1

                                                                                          	 	
                                                                                            1

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            2

                                                                                          
	 
      	 	
                                                                                            2007

                                                                                          	 	
                                                                                            2

                                                                                          	 	
                                                                                            2

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            4

                                                                                          
	 
      	 	
                                                                                            2008

                                                                                          	 	
                                                                                            4

                                                                                          	 	
                                                                                            2

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            1

                                                                                          	 	
                                                                                            0

                                                                                          	 	
                                                                                            6

                                                                                          


                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Status
of Company-Owned Regional Territories

    For
Years 2006 to 2008

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  State/Province

                                                	 	
                                                  Year

                                                	 	
                                                  Regional

                                                  Territories

                                                  at Start of

                                                  Year

                                                	 	
                                                  Regional

                                                  Territories

                                                  Opened

                                                	 	
                                                  Regional

                                                  Territories

                                                  Reacquired from

                                                  Subfranchisor

                                                	 	
                                                  Regional

                                                  Territories

                                                  Closed

                                                	 	
                                                  Regional

                                                  Territories Sold to

                                                  Subfranchisors

                                                	 	
                                                  Regional

                                                  Territories at

                                                  the End of the

                                                  Year

                                                
	
                                                  None

                                                	 	
                                                  2006

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                
	 
      	 	
                                                  2007

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                
	 
      	 	
                                                  2008

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                	 	
                                                  0

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              © 2004 ESCO GLOBAL REALTY CORP.

            	
              Page
      18

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Projected
Openings as of December 31, 2009

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  State/Province

                                	 
      	
                                  Subfranchise

                                  Agreement Signed but

                                  Office Not Open as of 

                                  1/1/2009

                                	 
      	
                                  Subfranchise Offices

                                  Projected to be Sold in

                                  2009

                                	 
      	
                                  New Subfranchise

                                  Offices Open in 2009

                                	 
      	
                                  Projected Company

                                  Owned

                                  Subfranchise

                                  Openings in

                                  Next year

                                
	
                                  Canadian
      Prairies

                                	 
      	
                                  1

                                	 
      	
                                  0

                                	 
      	
                                  1

                                	 
      	
                                  0

                                
	
                                  Canada
      North

                                	 
      	
                                  1

                                	 
      	
                                  0

                                	 
      	
                                  0

                                	 
      	
                                  0

                                
	
                                  Ontario
      Canada

                                	 
      	
                                  0

                                	 
      	
                                  1

                                	 
      	
                                  0

                                	 
      	
                                  0

                                
	
                                  Pacific
      Canada

                                	 
      	
                                  0

                                	 
      	
                                  1

                                	 
      	
                                  0

                                	 
      	
                                  0

                                
	
                                  North
      & South Carolina

                                	 
      	
                                  2

                                	 
      	
                                  0

                                	 
      	
                                  0

                                	 
      	
                                  0

                                
	
                                  New
      Jersey

                                	 
      	
                                  1

                                	 
      	
                                  0

                                	 
      	
                                  0

                                	 
      	
                                  0

                                
	
                                  Totals

                                	 
      	
                                  5

                                	 
      	
                                  2

                                	 
      	
                                  1

                                	 
      	
                                  0

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    A list of
all current subfranchisors is set forth on Exhibit A.

     

    To date
there have been no Subfranchisor Regional Territories or franchisee outlets
terminated, canceled, not renewed, or otherwise voluntarily or involuntarily
ceased to do business.  If You buy this Franchise, Your contact
information may be disclosed to other buyers when You leave the ESCO Franchise
System.

     

    ESCO is
not currently selling any previously-owned franchised Regional Territories or
outlets.

     

    No
Subfranchisor has signed a confidentiality clause during the 2006, 2007, or 2008
fiscal years.

     

    ESCO
is unaware of any trade-mark specific subfranchisor organization associated with
the ESCO Franchise System being offered.

     

    ITEM
21 – FINANCIAL STATEMENTS

     

    Attached
to this Disclosure Document as Exhibit C are ESCO’s financial statements for the
fiscal years ending December 31, 2005, December 31, 2006, and December 31, 2007,
prepared according to United States generally accepted accounting principles,
and audited by the independent certified public accounting firm of Werdann &
DeVito, LLC.

     

    ITEM
22 – CONTRACTS

     

    Copies of
the form of Subfranchise Agreement (Exhibit D) and the Franchise Agreement
(Exhibit F) are attached to this Disclosure Document. The actual terms and
conditions of the Subfranchise Agreement and Franchise Agreement are subject to
negotiation, and may, in certain circumstances, vary from the terms contained in
the Subfranchise Agreement and Franchise Agreement included in this Disclosure
Document. ESCO urges You to carefully review the specific terms of your
individual Agreement with your own legal advisor.

     

    ANY FACT,
INFORMATION, PROMISE, ASSURANCE, REPRESENTATION OR CIRCUMSTANCE COMMUNICATED TO
YOU THAT IS NOT CONTAINED IN THE SUBFRANCHISE AGREEMENT, FRANCHISE AGREEMENT OR
THIS DISCLOSURE DOCUMENT IS UNAUTHORIZED BY ESCO AND SHOULD NOT BE RELIED UPON
BY YOU IN DECIDING WHETHER TO PURCHASE A ESCO FRANCHISE.

     

    
      	
              © 2004 ESCO GLOBAL REALTY CORP.

            	
              Page
      19

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ITEM
23 – RECEIPTS

     

    Receipt

    


    This
disclosure document summarizes certain provisions of the franchise agreement and
other information in plain language. Read this disclosure document and all
agreements carefully.

    


    If ESCO
offers you a franchise, it must provide this disclosure document to you 14
calendar-days before You sign a binding agreement with, or make a payment to,
the franchisor or an affiliate in connection with the proposed franchise
sale.

    


    Maryland,
New York and Rhode Island require that we give you this disclosure document at
the earlier of the first personal meeting or 10 business days before the
execution of the franchise or other agreement or the payment of any
consideration that relates to the franchise relationship.

    


    Michigan,
Oregon, and Washington require that we give you this disclosure document at
least 10 business days before the execution of any binding franchise or other
agreement or the payment of any consideration, whichever occurs
first.

    


    If ESCO
does not deliver this disclosure document on time or if it contains a false or
misleading statement, or a material omission, a violation of federal law and
state law may have occurred and should be reported to the Federal Trade
Commission, Washington, DC 20580 and the state agency listed on Exhibit
B.

    


    The
franchisor is ESCO Global Realty Corp., 594 Dagall Road, Mill Bay BC V0R 2P4
Canada.

    


    Issuance
date: January 1, 2009.

    


    The
franchise seller for this offering is John Alexander. His telephone number is
(250) 813-0337.

    


    ESCO
authorizes the respective state agencies identified on Exhibit B to receive
service of process for it in the particular state.

    


    I
received a disclosure document dated January 1, 2009 that included the following
Exhibits:

    


    EXHIBIT
A  LIST OF UNITED STATES ESCO SUBFRANCHISORS AND
FRANCHISEES

    EXHIBIT
B  STATE FRANCHISOR ADMINISTRATOR AND REGISTERED AGENTS FOR
SERVICE

    EXHIBIT
C  FINANCIAL STATEMENTS

    EXHIBIT
D  SUBFRANCHISE AGREEMENT

    EXHIBIT
E  PROMISSORY NOTE

    EXHIBIT
F  FRANCHISE AGREEMENT

    EXHIBIT
G  PERSONAL GUARANTY

    EXHIBIT
H  TABLE OF CONTENTS OF TRAINING MANUAL

    


    
      
        
          
            
              	
                      Date:

                    	 
      	 
      	 
      
	 
      	
                      (Do
      not leave blank)

                    	 
      	
                      Signature
      of Prospective Franchisee

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                      Print
      Name

                    


            

          

        

      

    

    


    You may
return the signed receipt either by signing, dating, and mailing it to ESCO
Global Realty Corp., 594 Dagall Road, Mill Bay BC V0R 2P4 CANADA.

     

    
      	
              © 2004 ESCO GLOBAL REALTY CORP.

            	
              Page
      20

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Receipt
(Duplicate)

    


    This
disclosure document summarizes certain provisions of the franchise agreement and
other information in plain language. Read this disclosure document and all
agreements carefully.

    


    If ESCO
offers you a franchise, it must provide this disclosure document to you 14
calendar-days before You sign a binding agreement with, or make a payment to,
the franchisor or an affiliate in connection with the proposed franchise
sale.

    


    [Maryland,
New York and Rhode Island require that we give you this disclosure document at
the earlier of the first personal meeting or 10 business days before the
execution of the franchise or other agreement or the payment of any
consideration that relates to the franchise relationship.]

    


    [Michigan,
Oregon, and Washington require that we give you this disclosure document at
least 10 business days before the execution of any binding franchise or other
agreement or the payment of any consideration, whichever occurs
first.]

    


    If ESCO
does not deliver this disclosure document on time or if it contains a false or
misleading statement, or a material omission, a violation of federal law and
state law may have occurred and should be reported to the Federal Trade
Commission, Washington, DC 20580 and the state agency listed on Exhibit
B.

    


    The
franchisor is ESCO Global Realty Corp., 594 Dagall Road, Mill Bay BC V0R 2P4
Canada.

    


    Issuance
date: January 1, 2009.

    


    The
franchise seller for this offering is John Alexander. His telephone number is
(250) 813-0337.

    


    ESCO
authorizes the respective state agencies identified on Exhibit B to receive
service of process for it in the particular state.

    


    I
received a disclosure document dated January 1, 2009 that included the following
Exhibits:

    


    EXHIBIT
A  LIST OF UNITED STATES ESCO SUBFRANCHISORS AND
FRANCHISEES

    EXHIBIT
B  STATE FRANCHISOR ADMINISTRATOR AND REGISTERED AGENTS FOR
SERVICE

    EXHIBIT
C  FINANCIAL STATEMENTS

    EXHIBIT
D  SUBFRANCHISE AGREEMENT

    EXHIBIT
E  PROMISSORY NOTE

    EXHIBIT
F  FRANCHISE AGREEMENT

    EXHIBIT
G  PERSONAL GUARANTY

    EXHIBIT
H  TABLE OF CONTENTS OF TRAINING MANUAL

    


    
      
        
          
            
              	
                      Date:

                    	 
      	 
      	 
      
	 
      	
                      (Do
      not leave blank)

                    	 
      	
                      Signature
      of Prospective Franchisee

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                      Print
      Name

                    


            

          

        

      

    

    


    You may
return the signed receipt either by signing, dating, and mailing it to ESCO
Global Realty Corp., 594 Dagall Road, Mill Bay BC V0R 2P4 CANADA.

     

    
      	
              © 2004 ESCO GLOBAL REALTY CORP.

            	
              Page
      21

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
A

     

    LIST
OF UNITED STATES ESCO SUBFRANCHISORS AND FRANCHISEES

     

    North
Carolina

     

    Solid
Gold Construction Ltd.

    Suite 4 –
1081 Cole Harbour Road

    Dartmouth,
NS B2V 1E8

    CANADA

     

    South
Carolina

     

    Solid
Gold Construction Ltd.

    Suite 4 –
1081 Cole Harbour Road

    Dartmouth,
NS B2V 1E8

    CANADA

     

    New
Jersey

     

    D. Wade
MacKay

    61
Edgewater Close

    Dartmouth,
NS B2W 6S3

    CANADA

     

    LIST
OF OTHER ESCO SUBFRANCHISORS AND FRANCHISEES

     

    Canadian Prairies
(including Alberta, Saskatchewan, Manitoba)

     

    1401041
Alberta Ltd.

    125
Woodpark Court SW

    Calgary,
AB  T2W 6E5

    CANADA

     

    Canada North
(including Yukon Territory, Northwest Territories, and Nunavut)

     

    1401041
Alberta Ltd.

    125
Woodpark Court SW

    Calgary,
AB  T2W 6E5

    CANADA

     

    Atlantic Canada
(including Nova Scotia, New Brunswick, Prince Edward Island, and
Newfoundland/Labrador)

     

    3137772
N.S. Limited

    Suite 4 –
1081 Cole Harbour Road

    Dartmouth,
NS B2V 1E8

    CANADA

     

    
      	
              © 2004 ESCO GLOBAL REALTY CORP.

            	
              Page
      22

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

     

    STATE/PROVINCIAL
FRANCHISOR ADMINISTRATOR

    AND
REGISTERED AGENTS

    FOR
SERVICE OF PROCESS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        State

                                                      	 
      	
                                                        Agent for Service of Process

                                                      	 
      	
                                                        Person in Charge of Administering State Franchise
      Law

                                                      
	
                                                        California

                                                      	 
      	
                                                        California
      Commissioner of Corporations or any California entity

                                                      	 
      	
                                                        William
      Kenefick

                                                        Corporations
      Commissioner

                                                        Department
      of Corporations

                                                        320
      West 4th
      Street, Suite 750

                                                        Los
      Angeles, CA  90013-2244

                                                        (213)
      576-7505

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        Connecticut

                                                         

                                                      	 
      	
                                                        Connecticut
      Banking Commissioner

                                                      	 
      	
                                                        Ralph
      M. Shulansky

                                                        Banking
      Commissioner

                                                        44
      Capitol Avenue

                                                        Hartford,
      CT  06106

                                                        (203)
      566-4560

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        Hawaii

                                                         

                                                      	 
      	
                                                        Director
      of Hawaii Department of Commerce & Consumer Affairs

                                                      	 
      	
                                                        Virginia
      Lea Crandall

                                                        Commissioner
      of Securities

                                                        1010
      Richards Street

                                                        Honolulu,
      HI  96813

                                                        (808)
      548-6521

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        Illinois

                                                      	 
      	
                                                        Illinois
      Attorney General

                                                      	 
      	
                                                        Jim
      Ryan

                                                        Illinois
      Attorney General

                                                        500
      South Second Street

                                                        Springfield,
      IL  62706

                                                        (217)
      782-4465

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        Indiana

                                                      	 
      	
                                                        Secretary
      of State

                                                        201
      State House

                                                        200
      West Washington St.

                                                        Indianapolis,
      IN  46204

                                                      	 
      	
                                                        Indiana
      Securities Division

                                                        302
      West Washington Street, Room E-111

                                                        Indianapolis,
      IN  46204

                                                        (317)
      232-6681

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        Maryland

                                                      	 
      	
                                                        Maryland
      Securities Commissioner

                                                      	 
      	
                                                        Office
      of the Attorney General

                                                        Securities
      Division

                                                        200
      St. Paul Place, 20th
      Floor

                                                        Baltimore,
      MD  21202

                                                        (301)
      576-6360

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        Michigan

                                                      	 
      	
                                                        Michigan
      Department of Commerce, Corporations & Securities
    Bureau

                                                      	 
      	
                                                        Marilyn
      McEwen

                                                        Franchise
      Administrator

                                                        670
      Law Building

                                                        Lansing,
      MI  48913

                                                        (517)
      373-7117

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        Minnesota

                                                      	 
      	
                                                        Minnesota
      Commissioner of Commerce

                                                      	 
      	
                                                        Patrick
      L. Nelson

                                                        Deputy
      Commissioner

                                                        Minnesota
      Department of Commerce

                                                        133
      East Seventh Street

                                                        St.
      Paul, MN  55101

                                                        (612)
      296-6325

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        New
      York

                                                      	 
      	
                                                        Secretary
      of State of the State of New York

                                                      	 
      	
                                                        Sheldon
      Horowitz

                                                        Principal
      Attorney

                                                        New
      York State Department of Law

                                                        120
      Broadway, Room 23-122

                                                        New
      York, NY  10271

                                                        (212)
      416-8211

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	
                
                  ©
      2004 ESCO GLOBAL REALTY CORP.

                

              	
                
                  
                    Exhibit
      A – Page 2

                  

                

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  State

                                                	 
      	
                                                  Agent for Service of Process

                                                	 
      	
                                                  Person in Charge of Administering State Franchise
      Law

                                                
	
                                                  North
      Dakota

                                                	 
      	
                                                  North
      Dakota Securities Commissioner

                                                   

                                                	 
      	
                                                  Jocelyn
      Smith

                                                  Franchise
      Examiner

                                                  600
      East Boulevard, 5th Floor

                                                  Bismarck,
      ND  58505

                                                  (701)
      224-4712

                                                
	
                                                  Oregon

                                                	 
      	
                                                  Theodore
      R. Kulongoski (Director of Oregon Department of Insurance &
      Finance)

                                                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                  Rhode
      Island

                                                	 
      	
                                                  Director
      of Rhode Island Department of Business Regulation

                                                	 
      	
                                                  Michael
      B. Fines, Esq.

                                                  Associate
      Director and Superintendent of Securities

                                                  Division
      of Securities

                                                  233
      Richmond Street, Suite 232

                                                  Providence,
      RI  02903-4232

                                                  (401)
      277-304

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  South
      Dakota

                                                	 
      	
                                                  Director
      of South Dakota Division of Securities

                                                	 
      	
                                                  Joe
      Bjerke

                                                  Franchise
      Administrator

                                                  Division
      of Securities

                                                  c/o
      500 East Capitol

                                                  Pierre,
      SD  57501-5070

                                                  (605)
      773-4823

                                                   

                                                  Express
      Deliveries Only:

                                                  Division
      of Securities

                                                  118
      West Capitol

                                                  Pierre,
      SD  57501-5070

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  Texas

                                                	 
      	
                                                  Each
      company names its own Registered Agent for Service of
    Process

                                                	 
      	
                                                  George
      S. Bayoud, Jr.

                                                  Secretary
      of State

                                                  1019
      Brazos

                                                  Austin,
      TX  78701

                                                  (512)
      463-5701

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  Virginia

                                                	 
      	
                                                  Clerk
      of the State Corporation Commission

                                                	 
      	
                                                  Stephen
      W. Goolsby

                                                  Chief
      Examiner/Investigator

                                                  State
      Corporation Commission

                                                  1300
      East Main Street, 9th Floor

                                                  Richmond,
      VA  23219

                                                  (804)
      371-9051

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  Washington

                                                	 
      	
                                                  Washington
      Department of Financial Institutions

                                                	 
      	
                                                  Deborah
      Bortner

                                                  Acting
      Administrator

                                                  Department
      of Financial Institutions

                                                  Securities
      Division

                                                  P.O.
      Box 9033

                                                  Olympia,
      WA  98507-9033

                                                  (206)
      753-6928

                                                   

                                                  For
      Messenger Delivery Service Only:

                                                  Department
      of Financial Institutions General Administrations Bldg.

                                                  Securities
      Division

                                                  210-11th
      Ave. SW

                                                  Olympia,
      WA  98504

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  Wisconsin

                                                	 
      	
                                                  Wisconsin
      Commissioner of Securities

                                                	 
      	
                                                  Wesley
      Ringo

                                                  Commissioner
      of Securities

                                                  James
      R. Fischer, Franchise Administrator

                                                  111
      West Wilson Street

                                                  P.O.
      Box 1768

                                                  Madison,
      WI  53701

                                                  (608)
      266-3431 (White)

                                                  (608)
      266-8559
(Fischer)

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          	
                  
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  

                	
                  
                    
                      Exhibit B
      – Page 2

                    

                  

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
C

    FINANCIAL
STATEMENTS

     

    
      
        
          	
                  
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  

                	
                  
                    
                      Exhibit C
      – Page 1

                    

                  

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
D

    SUBFRANCHISE
AGREEMENT

    
       

      
        
          	
                  
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  

                	
                  
                    
                      Exhibit D
      – Page
1

                    

                  

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
E

    PROMISSORY
NOTE

     

    
      	
              $______________________

            	 
      	
              Dated:
      ___________ , 200_____

            


    

     

    FOR VALUE
RECEIVED,___________________________________ (the "Borrower"), promises to pay
to ESCO GLOBAL REALTY CORP. (the "Lender"), at 594 Dagall Road, Mill Bay, BC,
Canada V0R 2P4, the principal sum of ____________________ Dollars ($
__________________________) together with interest on the unpaid principal
balance at a rate equal to  ________________________ percent
(_________ %) per annum, to be paid in thirty-six (36) equal monthly
installments of $_____________ commencing ____________________ ,
200___ and continuing on the same day of each month thereafter until paid in
full. Any unpaid principal and interest, if not sooner paid, shall be due and
payable three years from the date of this Note.

     

    If any of
the principal or interest is not paid within ten (10) days from due date or if
the Borrower or any guarantor:

     

    
      	
            	
              (a)

            	
              makes
      an assignment for the benefit of creditors,
or

            


    

     

    
      	
            	
              (b)

            	
              becomes
      a party to any receivership, bankruptcy or similar proceeding, which is
      not dismissed within sixty (60) days in the event of any involuntary
      proceeding, or

            


    

     

    
      	
            	
              (c)

            	
              becomes
      insolvent,

            


    

     

    the
entire principal of this Note, together with accrued interest, shall become
immediately due and owing at the option of the Lender.

     

    Principal
and interest is payable in lawful money of the United States. The Borrower
promises to pay all costs of collection, including reasonable attorneys' fees
incurred by the Lender in collection of this Note in full or any
part.

     

    This Note
may be prepaid in whole or in part at any time. Any prepayment of principal
shall be accompanied by payment of accrued interest to the date of such
prepayment on the amount prepaid.

     

    The
Borrower waives presentment for payment, demand, notice of nonpayment and
dishonor, protest and notice of protest.

     

    
      
        
          
            	
                    BORROWER

                  
	 
      	 
      
	
                      
      By (Name)

                  	 
      
	 
      	 
      
	 
      	 
      
	
                    Authorized
      Signature

                  	
                    Date

                  


          

        

      

    

    


    (CONTINUED
ON NEXT PAGE)

    
       

      
        
          	
                  
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  

                	
                  
                    
                      Exhibit E
      – Page 1

                    

                  

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Payment
is guaranteed in accordance with the Personal Guaranty And Agreement To Be Bound
Personally By The Terms And Conditions Of The Subfranchise Agreement attached as
Exhibit G hereto.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      	
                                                                                                              In
      the Presence of:

                                                                                                            	 
      	
                                                                                                              PERSONAL
      GUARANTORS

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                              Witness
      (Name)

                                                                                                            	 
      	 
      	
                                                                                                              Individual
      (Name)

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                              Signature

                                                                                                            	
                                                                                                              Date
         

                                                                                                            	 
      	
                                                                                                              Signature

                                                                                                            	
                                                                                                              Date   

                                                                                                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                              Address

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                              City/State/Zip
      Code

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                              Telephone

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                              Witness
      (Name)

                                                                                                            	 
      	 
      	
                                                                                                              Individual
      (Name)

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                              Signature

                                                                                                            	
                                                                                                              Date   

                                                                                                            	 
      	
                                                                                                              Signature

                                                                                                            	
                                                                                                              Date   

                                                                                                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                              Address

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                              City/State/Zip
      Code

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                              Telephone

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                              Witness
      (Name)

                                                                                                            	 
      	 
      	
                                                                                                              Individual
      (Name)

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                              Signature

                                                                                                            	
                                                                                                              Date   

                                                                                                            	 
      	
                                                                                                              Signature

                                                                                                            	
                                                                                                              Date   

                                                                                                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                              Address

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                              City/State/Zip
      Code

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                              Telephone

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                              Witness
      (Name)

                                                                                                            	 
      	 
      	
                                                                                                              Individual
      (Name)

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                              Signature

                                                                                                            	
                                                                                                              Date   

                                                                                                            	 
      	
                                                                                                              Signature

                                                                                                            	
                                                                                                              Date   

                                                                                                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                              Address

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                              City/State/Zip
      Code

                                                                                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                              Telephone

                                                                                                            	 
      


                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          	
                  
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  

                	
                  
                    
                      Exhibit E
      – Page 2

                    

                  

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
F

    FRANCHISE
AGREEMENT

    
       

      
        
          	
                  
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  

                	
                  
                    
                      Exhibit F
      – Page 1

                    

                  

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
G

    PERSONAL
GUARANTY

     

    PERSONAL
GUARANTY AND AGREEMENT TO BE BOUND PERSONALLY

     BY
THE TERMS AND CONDITIONS OF THE SUBFRANCHISE AGREEMENT

     

    In
consideration of the execution of the foregoing Subfranchise Agreement by the
SUBFRANCHISOR, and for other good and valuable consideration, the undersigned,
for themselves, their heirs, successors, and assigns, do jointly, individually
and severally hereby become surety and guaranty for the payment of all amounts
and the performance of the covenants, terms and conditions in the Subfranchise
Agreement, to be paid, kept and performed by the SUBFRANCHISOR.

     

    Further,
the undersigned, individually and jointly, hereby agree to be personally bound
by each and every condition and term contained In the Subfranchise Agreement and
agree that this Personal Guaranty should be construed as though the undersigned
and each of them executed an Agreement containing the identical terms and
conditions of the Subfranchise Agreement, including, but not limited to, the
covenant not to compete provisions contained in Section 25.

     

    If any
default should at any time be made by the SUBFRANCHISOR, then the undersigned,
their heirs, successors and assigns, do hereby, individually, jointly and
severally, promise and agree to pay to the FRANCHISOR all monies due and payable
to the FRANCHISOR under the terms and conditions of the Subfranchise
Agreement.

     

    In
addition, if SUBFRANCHISOR fails to comply with any other terms and conditions
of the Subfranchise Agreement, then the undersigned, their heirs, successors and
assigns, do hereby, individually, jointly and severally, promise and agree to
comply with the terms and conditions of the Subfranchise Agreement for and on
behalf of the SUBFRANCHISOR.

     

    In
addition, should SUBFRANCHISOR at any time be in default on any obligation to
pay monies to FRANCHISOR or any subsidiary or affiliate of FRANCHISOR, whether
for products, supplies, furniture, fixtures, equipment or other goods purchased
by SUBFRANCHISOR from FRANCHISOR, or any subsidiary or affiliate of FRANCHISOR,
or for any other indebtedness of SUBFRANCHISOR to FRANCHISOR, or any subsidiary
or affiliate of FRANCHISOR, then the undersigned, their heirs, successors and
assigns, do hereby individually, jointly and severally promise and agree to pay
all such monies due and payable from SUBFRANCHISOR to FRANCHISOR, or any
subsidiary or affiliate of FRANCHISOR.

     

    It is
further understood and agreed by the undersigned that the provisions, covenants,
and conditions of this Personal Guaranty will inure to the benefit of the
successors and assigns of FRANCHISOR.

     

    The
undersigned each agrees that its obligations under this Guaranty shall be
binding upon the undersigned and its respective successors and assigns and shall
remain in full force and effect irrespective of:

     

    1.The
validity or enforceability of the Subfranchise Agreement;

     

    2. Any
failure or lack of diligence in collection of any amounts due under the terms of
the Subfranchise Agreement;

     

    3. The
acceptance of any security or other guaranty, the extension of any credit or
amendments, modifications, consents or waivers with respect to the Subfranchise
Agreement;

     

    4. Any
defense that the SUBFRANCHISOR or any other person or entity might have by
reason of any action in bankruptcy or other statutory or common law proceedings
for debtor relief by SUBFRANCHISOR or any other Guarantor;

     

    5. Any
legal or equitable principle of marshaling or other rule of law requiring a
creditor to proceed against specific property, apply proceeds in a particular
manner or otherwise exercise remedies so as to preserve the several estates of
joint obligors or common debtors; and

     

    6. Any
act or failure to act with regard to the Subfranchise Agreement that might vary
the risk of the undersigned.

     

    The
undersigned agrees that FRANCHISOR shall have no obligation to resort in any
manner or form for payment from SUBFRANCHISOR or to any other person, firm or
entity, their properties or assets or to any security, property or other rights
or remedies whatsoever and FRANCHISOR shall have the right to enforce this
Guaranty irrespective of whether or not proceedings or steps are pending seeking
to resort to or realize on or upon any of the foregoing remedies.

     

    
      
        
          	
                  
                    ©
      2004 ESCO GLOBAL REALTY CORP.

                  

                	
                  
                    
                      Exhibit G
      – Page 1

                    

                  

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
undersigned agrees to pay FRANCHISOR, upon demand, all legal and other costs,
expenses and fees at any time paid or incurred by FRANCHISOR in endeavoring to
collect any amounts due FRANCHISOR pursuant to the Subfranchise Agreement or to
realize upon this Guaranty or to enforce any right under the Subfranchise
Agreement or this Guaranty. It is the intent of the undersigned that this
Guaranty is a guaranty of performance and payment and not a guaranty of
collection.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                	
                                                                                                        In
      the Presence of:

                                                                                                      	 
      	
                                                                                                        PERSONAL
      GUARANTORS

                                                                                                      
	 	 	 
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                        Witness
      (Name)

                                                                                                      	 
      	 
      	
                                                                                                        Individual
      (Name)

                                                                                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                        Signature

                                                                                                      	
                                                                                                        Date   

                                                                                                      	 
      	
                                                                                                        Signature

                                                                                                      	
                                                                                                        Date   

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        Address

                                                                                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        City/State/Zip
      Code

                                                                                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        Telephone

                                                                                                      	 
      
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                        Witness
      (Name)

                                                                                                      	 
      	 
      	
                                                                                                        Individual
      (Name)

                                                                                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                        Signature

                                                                                                      	
                                                                                                        Date   

                                                                                                      	 
      	
                                                                                                        Signature

                                                                                                      	
                                                                                                        Date   

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        Address

                                                                                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        City/State/Zip
      Code

                                                                                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        Telephone

                                                                                                      	 
      
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                        Witness
      (Name)

                                                                                                      	 
      	 
      	
                                                                                                        Individual
      (Name)

                                                                                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                        Signature

                                                                                                      	
                                                                                                        Date   

                                                                                                      	 
      	
                                                                                                        Signature

                                                                                                      	
                                                                                                        Date   

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        Address

                                                                                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        City/State/Zip
      Code

                                                                                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        Telephone

                                                                                                      	 
      
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                        Witness
      (Name)

                                                                                                      	 
      	 
      	
                                                                                                        Individual
      (Name)

                                                                                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                        Signature

                                                                                                      	
                                                                                                        Date   

                                                                                                      	 
      	
                                                                                                        Signature

                                                                                                      	
                                                                                                        Date   

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        Address

                                                                                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        City/State/Zip
      Code

                                                                                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        Telephone

                                                                                                      	 
      


                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            	
                    
                      ©
      2004 ESCO GLOBAL REALTY CORP.

                    

                  	
                    
                      
                        Exhibit G
      – Page 2

                      

                    

                  


          

           

        

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
H

    TABLE
OF CONTENTS OF TRAINING MANUAL

     

    Preparation
and Planning

     

    Introduction
to ESCO Ownership Culture

     

    Regional
Owner Agreement

     

    Franchise
Agreement

     

    Independent
Contractor Agreement

     

    Franchise
Procedure Checklist

     

    ESCO
Structure – Systems & Tools

     

    Equipment

     

    Regional
Office Staffing

     

    National
& Regional Suppliers

     

    Regional
Council

     

    Regional
Advertising

     

    Regional
Responsibilities

     

    Regional
Franchise Development Plan – Target Marketing: 12 Month Plan, 3 Year
Plan

     

    Ownership
Culture: ESCO Training Institute

     

    Facilitating
Multi-Agent Walkovers

     

    Recruiting,
Educating and Training of New Entrants to Real Estate Industry

     

    Handling
Objections

     

    Franchisee
Training Program Overview

     

    Summary
and Certificate Presentation

    
       

      
        
          
            
              	
                      
                        ©
      2004 ESCO GLOBAL REALTY CORP.

                      

                    	
                      
                        
                          Exhibit H
      – Page
1