WHY USA
                             NORTH AMERICA, INC.

                       REAL ESTATE FRANCHISE AGREEMENT
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                              Table of Contents


Section                                                                  Page

RECITALS:..................................................................1

A.    THE WHY USA SYSTEM ..................................................1

B.    THE TRADEMARKS.......................................................1

AGREEMENTS:................................................................1

1.    GRANT OF A FRANCHISE.................................................1

2.    TERM OF FRANCHISE; RENEWAL OPTIONS...................................2

3.    FRANCHISEE'S TRADE NAME..............................................2

4.    LOCATION AND OPENING.................................................2

5.    OBLIGATIONS OF WHY USA...............................................3

6.    FEES PAID BY FRANCHISEE..............................................4

7.    OTHER OBLIGATIONS OF FRANCHISEE......................................5

8.    TRADE SECRETS AND CONFIDENTIALITY....................................6

9.    REPRESENTATIONS BY FRANCHISEE........................................7

10.   TERMINATION OF AGREEMENT.............................................7

11.   COVENANT NOT TO COMPETE..............................................9

12.   SALE, ASSIGNMENT, TRANSFER OR OTHER   DISPOSITION OF FRANCHISE.........9

13.   SALE, ASSIGNMENT OR TRANSFER OF THIS AGREEMENT BY WHY USA............9

14.   COVENANTS FROM INDIVIDUALS...........................................10


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15.   INTEGRATION/MODIFICATION.............................................10

16.   WAIVER...............................................................10

17.   DISPUTE RESOLUTION...................................................10

18.   SEVERABILITY.........................................................11

19.   NOTICES..............................................................11

20.   BINDING ON SUCCESSORS................................................12

21.   INFORMATION..........................................................12

22.   INDEPENDENT CONTRACTOR AND INDEMNIFICATION...........................12

23.   ELECTIVE PROVISIONS..................................................12

24.   APPROVAL AND GUARANTEE OF SHAREHOLDERS OR PARTNERS...................14

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                       REAL ESTATE FRANCHISE AGREEMENT

THIS REAL ESTATE FRANCHISE AGREEMENT ("Franchise Agreement" or "Agreement") is
made and entered into by and between WHY USA NORTH AMERICA, INC., a Wisconsin
corporation (WHY USA), having its principal offices at 2110 US Highway 12,
Menomonie, Wisconsin  54751, and that party designated as "Franchisee" in
Section 23.1 herein.  WHY USA and Franchisee are collectively referred to as
the "Parties."

                                  RECITALS:

A.  THE WHY USA SYSTEM

WHY USA has developed a unique and proprietary plan of operation to assist
independent real estate brokers and sales agents (the "System").  The System
consists of listing, selling, marketing and management techniques developed by
WHY USA supported by assistance that includes an ongoing sequence of training
programs and a variety of copyrighted marketing and educational materials.
These techniques are frequently supplemented with new techniques or
refinements which then become part of the System.

The System involves use of the "WHY USA" name and service marks.  Franchisees
may also participate in joint marketing and educational programs and receive
access to newly developed WHY USA promotional and training materials.
References to "Franchisee" hereinafter will be deemed to include the
Franchisee and its franchised business operation.

WHY USA does not set or dictate fees or commissions charged by Franchisee.
Such fees are set by each Franchisee individually.

B.  THE TRADEMARKS

WHY USA has the right to license use of the trade name and service mark "WHY
USA."  The mark was registered by the U.S. Patent and Trademark Office on
February 14, 1989, registration number 1,524,821.  WHY USA owns rights to
other marks, names and logos which are or may be used in the operation of the
System.  These marks, names and logos may be added to, discontinued or changed
from time to time by WHY USA.  All such marks names and logos will hereafter
be referred to as the "Trademarks."

                                 AGREEMENTS:

1.  GRANT OF A FRANCHISE

In consideration of Franchisee's payment of the Initial Franchise Fee and the
promises contained in this Agreement, WHY USA hereby grants to Franchisee and
Franchisee accepts, a nonexclusive license to use the WHY USA System,
Trademarks and copyrighted materials pursuant to the terms of this Franchise
Agreement.

2.  TERM OF FRANCHISE; RENEWAL OPTIONS

2.1  Initial Term.  The initial term of this Franchise Agreement will commence
on the date it is executed by WHY USA and expire three years thereafter,
unless terminated earlier as provided herein.

2.2  Renewal Option and Manner of Exercise.  Franchisee may renew this
Agreement, with no additional Franchise or Renewal Fee, for three (3)
additional consecutive three year terms, provided that prior to the
commencement of any renewal term, Franchisee has fulfilled the following
preconditions: (i) Franchisee has fully complied with its obligations under
this Agreement throughout the then-current term; and (ii) Franchisee gives WHY
USA written notice of its decision to renew no earlier than six (6) months and
no later than thirty (30) days prior to expiration. Upon renewal, Franchisee
agrees, at WHY USA=s request, to execute a Real Estate Franchise Agreement in
the same form as WHY USA is, at the time of such renewal, offering to new
Franchisees or Franchisees who are likewise renewing their Franchise except
that the number of renewal terms remaining shall be reduced by one at each
renewal, so that, in the aggregate, the maximum length of any franchise
relationship shall be 12 years (one initial and three renewal terms).  The
revised Real Estate Agreement may contain terms different from those contained
in this Franchise Agreement, except that no additional initial Franchise Fee
will be payable.  WHY USA, may at its option, require Franchisee to execute a
Renewal Agreement instead of a new Franchise Agreement.

3.  FRANCHISEE'S TRADE NAME

Franchisee will operate the Real Estate Franchise only under a trade name
approved in writing by WHY USA.  Franchisee agrees that during and after the
term of this Agreement, it will not use the words "WHY" or "USA" in the
corporate or "real" business name of any real estate entity in which
Franchisee is involved.

4.  LOCATION AND OPENING

4.1  Office Location.  Franchisee is entitled to operate one WHY USA Office
within Franchisee's Protected Area at a location approved by WHY USA.  WHY USA
has the right to disapprove an office location if, in WHY USA's reasonable
judgment, the location is not suitable for a WHY USA real estate office.

4.2  Protected Area.  Franchisee receives a protected area as specified in
Section 21.4 of this Agreement.  The grant of a Protected Area only prohibits
WHY USA from granting any other Franchisee an office location within that
Protected Area.  All WHY USA Franchisees may engage in the listing, marketing,
advertising, sale, leasing or exchange of real property anywhere permitted by
law, including the Protected Area, and WHY USA may engage in any other
activities itself or through others within and outside of the Protected Area,
other than the conduct of the business contemplated by the Franchise
Agreement.

4.3  Opening.  Franchisee agrees to open its WHY USA Office within one hundred
twenty days (120) from the date of this Agreement.

5.  OBLIGATIONS OF WHY USA

In addition to its other obligations set forth in this agreement, WHY USA
agrees as follows:

5.1  Manual.  WHY USA will provide Franchisee with the use of a confidential
operations/procedures manual ("Manual"), agent training video/audio tapes and
sample marketing materials.

5.1.1.  WHY USA reserves the right to modify the quantity and content of the
Manual and other training materials and tapes from time to time.  All training
manuals, tapes and related materials shall remain the property of WHY USA and
shall be promptly returned to WHY USA upon termination of this Agreement.

5.2   Franchise System Training.  WHY USA will provide Franchisee with an
Initial Training Library of videotapes or audio tapes and manuals and
supervise Franchisee's progress with respect to the comprehension and
application of the material presented therein.  WHY USA also shall provide an
Initial Franchise Training Seminar of 1-2 days at a location selected by WHY
USA.  WHY USA does not charge for providing training but Franchisee pays
travel, lodging and incidental expenses to attend.  Training includes detailed
instruction on the operation of a WHY USA Franchise.

5.3  Other Materials.  WHY USA may, but is not required, to provide new and/or
supplemental marketing, educational and advertising materials to Franchisee
from time to time during the term of this Agreement.

5.4  Other Assistance.  WHY USA shall provide such initial and continuing
advisory assistance to Franchisee as WHY USA, in its sole and absolute
discretion, shall deem advisable.

5.5  Advertising Funds.  WHY USA shall have the right to establish and operate
a national and/or one or more regional advertising funds and to require
Franchisee to contribute to such funds.  The purpose of any national and/or
regional fund shall be to promote the System and the WHY USA offices.  Any
such fund(s) shall operate in accordance with rules and procedures specified
by WHY USA in its Manual or otherwise in writing, provided, however, that (i)
aggregate monthly contributions shall not be less than $50 or more than 10% of
Franchisee's transaction fees for the month; and (ii) any WHY USA office owned
or operated by WHY USA shall contribute to the fund(s) on the same basis as
franchisees.

5.6  Delegation of Obligations.  Franchisee acknowledges and agrees that any
duty or obligation imposed on WHY USA may be performed by any designee of WHY
USA, as WHY USA may direct.

6.  FEES PAID BY FRANCHISEE

6.1  Initial Franchise Fee.  Franchisee agrees to pay a nonrefundable Initial
Franchise Fee as indicated in Section 23.2.

6.2  Transaction Fees.  Franchisee agrees to submit reporting forms and pay
non-refundable monthly transaction fees to WHY USA in an amount equal to $95
per transaction or six percent of the revenue received from each transaction,
whichever is less.  All payments required by this Section 6 shall be paid by
the tenth day of each month, calculated on revenues received from transactions
in the preceding month, and shall be submitted to WHY USA, together with any
reports or statements required under this Agreement.  Any payment or report
not actually received by WHY USA on or before such date shall be deemed
overdue.  WHY USA shall have the right to require that payments be made by
means of electronic fund transfer, pre-authorized auto-draft, or such other
means as WHY USA may specify.  If any payment under this Agreement is overdue,
Franchisee shall pay to WHY USA, immediately upon demand, in addition to the
overdue amount, interest on such amount from the date it was due until paid,
at the rate of 18% per annum, calculated monthly, or the maximum rate
permitted by law, whichever is greater, plus a one-time late charge of $50.00.
Entitlement to such interest shall be in addition to any other remedies WHY
USA may have.  Franchisee shall not be entitled to setoff any payments
required to be made under this Section 6 against any monetary claim it may
have against WHY USA.  Where Franchisee allows its account with WHY USA to
fall in arrears in excess of 60 days they will remit the required transaction
fees and reporting forms on a weekly basis until such time as WHY USA provides
written approval to return to the monthly transaction fees schedules.  A
transaction is defined as including any of the following:

       (i). a commission received upon any closing as listing agency;

      (ii). a commission received upon any closing as selling agency;

     (iii). a referral fee received;

      (iv). a retainer or advance fee received from a prospective seller or
buyer of real estate. If franchisee pays a transaction fee upon receipt of an
advance fee, said amount may be deducted from the 'final' transaction fee paid
upon the closing of the related transaction;

   (v).   Franchisee shall pay a 1 1/2 % transaction fee on commission received
on the sale of all non-residential property.

Franchisee agrees to pay a minimum of $325 in fees each month.  Said monthly
minimum shall commence at the beginning of the fourth (4th) full month of
operation following the date of this Franchise Agreement.

6.3  Transfer Fee.  Upon the approved transfer of the Real Estate Franchise,
Franchisee agrees to pay WHY USA a nonrefundable Transfer Fee of $2,500.

7.  OTHER OBLIGATIONS OF FRANCHISEE

7.1  Startup Obligations.  Prior to commencing business and utilizing the WHY
USA Trademarks or the System, Franchisee must complete the Initial Franchise
Training Seminar and thoroughly study the manuals and video training tapes to
the reasonable satisfaction of WHY USA.

7.2  Continuing Obligations.  Franchisee, at its expense, agrees to:

7.2.1 Operate the Franchise continuously in accordance with reasonable
standards of WHY USA as may be modified from time to time and in accordance
with all applicable laws;

7.2.2  Assist WHY USA in the protection of its Trademarks and implement
substitute marks or changes to the marks at Franchisee's expense within a
reasonable period (not to exceed one year);

7.2.3  Include the WHY USA logo, 990 Sells Homes logo and the slogan
"INDEPENDENTLY OWNED AND OPERATED" on promotional materials, including signs,
billboards, Internet sites, and other materials used to promote the
franchisee;

7.2.4  At its expense, Franchisee must purchase or lease, and thereafter
maintain, computer hardware, software and firmware, dedicated telephone and
power lines, modem(s), printer(s), and other computer-related accessories or
peripheral equipment specified by WHY USA.  Franchisee's computer system must
have Internet access capability.  WHY USA will have the unlimited right to
access, retrieve, and use all data and information from Franchisee's computer
system relating to the parties' rights and obligations under this Agreement.
Franchisee must keep its computer system in good repair, and at its expense,
must promptly install additions, changes, modifications, substitutions, and/or
replacements to the computer hardware, software, firmware, telephone and power
lines, and other computer-related facilities, as requested by WHY USA;
provided, however, that Franchisee shall not be required to spend more than
$2,500 on hardware and software modifications.  Franchisee shall not create or
maintain any "Web page" or other similar Internet presence in connection with
the WHY USA business contemplated herein without WHY USA's prior written
consent as to use and content.

7.2.5  Act as or designate and maintain a licensed real estate broker for the
Franchise Office;

7.2.6  Make an independent determination that any marketing, advertising or
other materials provided by WHY USA to Franchisee comply with applicable laws,
rules and regulations before utilizing same;

7.2.7  Maintain and report listings sold, sales and financial information as
reasonably prescribed by WHY USA;

7.2.8  Permit WHY USA to inspect Franchisee's business premises and business
records upon reasonable notice.  WHY USA shall also have the right to audit
Franchisees books and records for the purpose of determining amounts due WHY
USA under this Agreement.  Franchisee shall pay costs of the audit if the
audit establishes a 10% or more underpayment of fees due; however, the cost of
the audit shall not exceed Five Hundred Dollars ($500).

7.2.9  Secure and maintain at its expense, comprehensive public liability
insurance, covering all of the actions which are subject to Franchisee's
indemnification obligation set forth in Section 22.4 of this Agreement.
Coverage will be in the minimum amount of $500,000 bodily injury liability and
$100,000 property damage liability.  WHY USA shall be designated as an
additional named insured.  In addition, Franchisee shall furnish WHY USA with
all Certificates of Insurance evidencing the proper types and minimum amounts
of required coverage.  All Certificates shall expressly provide that no less
than 30 days' prior written notice shall be given to WHY USA in the event of
material alteration to or cancellation or nonrenewal of the coverages
evidenced by such Certificates.  Certificates shall name WHY USA as an
additional insured, and shall expressly provide that any interest of WHY USA
shall not be affected by any breach by Franchisee of any policy provisions for
which such Certificates evidence coverage.

7.2.10  WHY USA shall have the right to appoint approved suppliers and/or
establish minimum specifications for suppliers, materials and services used by
WHY USA offices.  Franchisee's purchases shall be in accordance with any
approved suppliers or minimum specifications.

8.  TRADE SECRETS AND CONFIDENTIALITY

8.1  Proprietary Nature of System.  Franchisee acknowledges that WHY USA has
expended considerable time and monies in the development and refinement of a
unique, proprietary and confidential System.

8.2  Confidentiality.  Franchisee acknowledges that all information delivered
to Franchisee by WHY USA, except information specifically designed to be
promoted to the public, constitutes proprietary and confidential information
and Franchisee agrees not to disclose such information except as authorized by
WHY USA.

8.3  Property of WHY USA.  Franchisee acknowledges that the Trademarks,
System,  and other information or property provided to Franchisee by WHY USA
are the exclusive property of WHY USA and that Franchisee acquires no interest
therein, except for Franchisee's right to use same in the manner prescribed by
WHY USA.  Franchisee agrees to use the marks, copyrighted materials and WHY
USA System, only as set forth in the Franchise Agreement and the Manual as it
may be updated and modified from time to time.  Franchisee further agrees that
it will not contest WHY USA's ownership, title, right or interest in and to
the Trademarks, nor WHY USA's right to register, use or license others to use
the Trademarks, nor do anything which would jeopardize or diminish WHY USA's
right to or the value of the Trademarks.

9.  REPRESENTATIONS BY FRANCHISEE

Franchisee represents to WHY USA that the following statements are accurate:

9.1  Disclosure.  Franchisee received a copy of the WHY USA Franchise Offering
Circular and all attachments thereto, including the Franchise Agreement, at
the earlier of: (1) the first personal meeting between Franchisee and any
representative of WHY USA; (2) ten business days before the signing of any
Franchise or related agreement, including the Franchise Agreement; and (3) ten
business days before payment of any consideration in connection with the sale
of the Franchise.  Franchisee received a copy of this Franchise Agreement,
containing all material terms and any amendments thereto, at least five
business days prior to signing the same.

9.2  Earnings.  Franchisee acknowledges that neither WHY USA nor anyone of its
employees or agents has made any representations or statements regarding the
past, current or projected revenue, profits or expected earnings of
franchisee's WHY USA business or any other WHY USA-owned or franchised
business.  Franchisee acknowledges that the success of the franchise is
dependent upon the personal efforts of franchisee and market forces, and that
WHY USA has no control over these factors.

10.  TERMINATION OF AGREEMENT

This Franchise Agreement and the Franchise, in addition to being terminated by
expiration of the term, may be terminated only as follows:

10.1  Mutual Consent.  Upon the mutual written consent of the Parties.

10.2  Termination After Fifteen (15) Days Notice.  WHY USA may suspend ongoing
services and/or terminate the Franchise Agreement fifteen (15) days after
sending by certified mail to Franchisee written notice specifying Franchisee's
default of any material provision(s) of this Franchise Agreement, if one or
more of those defaults remain uncured at the end of the fifteen day period.
Among the acts constituting a default of a material provision is the failure
to make any payment due under this Agreement or any ancillary agreement (such
as, for example, a Promissory Note) at the time such payment is due.

10.3  Immediate Termination.  WHY USA may terminate the Franchise Agreement
and the Franchise without advance notice, without refund of any Fees and
without being deemed to have elected its remedies for any of the following
reasons:

(a)  Franchisee is adjudicated a bankrupt or becomes insolvent;

(b)  Franchisee is convicted of or pleads guilty or nolo contendre to any
felony or criminal misconduct relevant to the operation of a real estate
business.

(c)  Franchisee makes any material misrepresentation or omission in this
Franchise Agreement or on its application for the Franchise.

(d)  Franchisee breaches any provision of the Covenant Not to Compete, Section
11, or the Confidentiality provision, Section 8.2.

(e)  Franchisee fails on three or more occasions during any twelve month
period to timely submit reports or payments as required herein.


(f)  Franchisee abandons or closes the business.

10.4  Procedures After Expiration or Termination.  Upon expiration or
termination of this Franchise Agreement, the Franchise granted herein will
automatically terminate and revert back to WHY USA and Franchisee will cease
to be a Franchisee of WHY USA.  All money owed by Franchisee to WHY USA or its
designees, including Fees and the balance of promissory notes, if any, shall
become immediately due and payable and Franchisee will at its own cost and
expense:

(a) Discontinue use of the System, the Trademarks and similar names or marks
indicating that Franchisee is or was a Franchisee.

(b)  Return to WHY USA all training and education materials, customer lists,
manuals, forms, brochures or any other information on hand which contain WHY
USA's Trademarks or which are part of the System and immediately delete and
disconnect any Web-sites whose creation and presence may have been permitted
under Section 7.2.4.

(a)  Promptly pay all sums owing from Franchisee to WHY USA or its designees.

(b)   Maintain books and records required by WHY USA pursuant to this
Agreement for a period of one (1) year and allow WHY USA to inspect and audit
such books and records upon reasonable notice during such period for the
purposes of verifying amounts payable to WHY USA by Franchisee.

(c)  Abide by all provisions of the Covenant Not to Compete, Trade Secrets and
confidentiality Sections of this Agreement and by all other terms which
survive the termination or expiration hereof.

(d)  Immediately take such actions as may be required to cancel all assumed
names or equivalent registrations relating to the use of any name or Trademark
of WHY USA.

(e)  Comply with all obligations to clients under existing listing agreements.

10.5  Limited Power of Attorney.  Franchisee irrevocably appoints WHY USA as
its attorney-in-fact, to take all actions necessary to cause Franchisee to
cease using WHY USA trademarks.  Franchisee agrees that the terms and
conditions of  Sections 10.4 and 10.5 will survive any termination or
expiration of this Agreement.

10.6  Injunctive Relief.  Franchisee acknowledges that if Franchisee breaches
this Agreement or continues to utilize the System or Trademarks at such times
when Franchisee is not legally entitled to use them or breaches the provisions
of the Covenant Not to Compete as set forth in Section 11, WHY USA may have no
adequate remedy at law.  Therefore, Franchisee expressly agrees that WHY USA
may, in addition to other available remedies, obtain an injunction or
temporary restraining order to prevent the continuation of any existing
default of this Franchise Agreement.

11.  COVENANT NOT TO COMPETE

Franchisee shall not directly or indirectly have any legal or financial
interest in or association with, or provide any assistance to, any other
residential real estate brokerage business during the term of this Agreement,
without the prior written consent of WHY USA, Inc.  For two years following
the date of the expiration or termination of this Agreement, Franchisee shall
not directly or indirectly have any legal or financial interest in or
association with, or provide any assistance to, any business which copies or
imitates the names, method or discount plan of WHY USA, its fee structure or
the System.

12.  SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF FRANCHISE

Upon payment of the Transfer Fee of $2,500 and any other financial obligations
to WHY USA, Franchisee may sell the Franchise to a qualified Franchisee after
receiving WHY USA's prior written approval, which approval shall not be
unreasonably withheld; provided that:  the transferee signs WHY USA's current
form of Franchise Agreement and assumes all obligations of Franchisee;
Franchisee is not in default and is current in all monies due WHY USA; and the
transferee meets WHY USA's criteria for new Franchisees. Upon the sale,
assignment or transfer of the Franchise Agreement, Franchisee will cease to be
a Franchisee of WHY USA.  In lieu of approving a transfer, WHY USA shall have
the right to acquire the interest being transferred by Franchisee, under
reasonably similar terms and in accordance with procedures set forth in the
Manual.

13.  SALE, ASSIGNMENT OR TRANSFER OF THIS AGREEMENT BY WHY USA

WHY USA shall have the right to transfer or assign all or any part of its
rights or obligations under this Agreement to any person or legal entity.
With respect to any assignment which results in the subsequent performance by
the assignee of all of WHY USA's obligations under this Agreement, the
assignee shall expressly assume and agree to perform such obligations, and
shall become solely responsible for all obligations of WHY USA under this
Agreement from the date of assignment.  In addition, and without limitation to
the foregoing, Franchisee expressly affirms and agrees that WHY USA may sell
its assets, its Trademarks, or its System; may sell its securities in a public
offering or in a private placement; may merge, acquire other corporations, or
be acquired by another corporation; and may undertake a refinancing,
recapitalization, leveraged buy-out, or other economic or financial
restructuring.

14.  COVENANTS FROM INDIVIDUALS

Franchisee shall obtain and furnish to WHY USA executed covenants from all
officers and directors; and any employee or other individual associated with
Franchisee who may have access to any confidential information regarding the
WHY USA business, that such individuals shall comply with and be personally
bound by the covenants applicable to Franchisee concerning confidentiality and
non-competition, as set forth in Sections 8.2 and 11.  Every covenant required
by this Section 14 shall be on a form provided by WHY USA, which form shall,
among other things, designate WHY USA as a third party beneficiary of such
covenants with the independent right to enforce them.

15.  INTEGRATION/MODIFICATION

This Franchise Agreement shall constitute the entire agreement between the
Parties, supersede any prior understandings and may not be modified or amended
other than by mutual written agreement of the Parties.  In the event of a
conflict between provisions in the Franchise Agreement and the Offering
Circular, the terms of the Franchise Agreement shall prevail.

16.  WAIVER

No delay, waiver, omission, or forbearance on the part of WHY USA to exercise
any right, option, duty, or power arising out of any breach or default by
Franchisee, or by any other franchisee, of any of the terms, provisions, or
covenants thereof, and no custom or practice by the parties at variance with
the terms hereof, shall constitute a waiver by WHY USA to enforce any such
right, option, or power as against Franchisee, or as to a subsequent breach or
default by Franchisee.  Subsequent acceptance by WHY USA of any payments due
to it hereunder shall not be deemed to be a waiver by WHY USA of any preceding
or succeeding breach by Franchisee of any terms, covenants, or conditions of
this Agreement.

17.  DISPUTE RESOLUTION

17.1  Choice of Law.  This Agreement shall be construed according to the laws
of the State of Wisconsin without giving effect to the choice of law
provisions thereof.

17.2  Arbitration.  Any dispute or claim between the Parties and/or their
employees and agents, relating in any way to this Agreement or the franchise
relationship, shall be submitted to arbitration in accordance with the rules
of the American Arbitration Association ("AAA").  If such rules are in any way
contrary to or in conflict with this Agreement, the terms of this Agreement
shall control and the law of the State of Wisconsin shall govern the
construction and interpretation of this Agreement in arbitration.  Any award,
decision or judgment from such arbitration shall be binding upon the Parties.
Any arbitration shall take place in Dunn County, Wisconsin and shall be
subject to the jurisdiction of the Superior Court of Dunn County, Wisconsin or
the Federal District Court for Wisconsin.  Each party in the arbitration shall
be obligated to pay for its respective costs and attorneys' fees, regardless
of outcome.  Any arbitration proceeding shall be limited to controversies
between WHY USA and Franchisee and shall not be expanded to include any other
franchisee as a party, or include the adjudication of class action claims.

17.3  Limitations on Action.  Any and all disputes or claims arising out of or
relating to this Agreement, the relationship of Franchisee and WHY USA, or
Franchisee's operation of the WHY USA office, brought by any Party against the
other, shall be commenced within two years from the occurrence of the facts
giving rise to such claim or action, or such claim or action shall be barred.
WHY USA and Franchisee hereby waive to the fullest extent permitted by law any
right to or claim of any punitive or exemplary damages against the other and
agree that in the event of a dispute between them, each shall be limited to
the recovery of any actual damages sustained by it.

18.  SEVERABILITY

In the event all or part of any provision of this Franchise Agreement is
declared invalid or unenforceable, said provision or part thereof will be
deemed modified to the extent necessary to make it valid and enforceable, or
if it cannot be so modified, then severed.  The remainder of the Agreement
will continue in full force and effect, provided, however, that if any part of
this Agreement relating to payments to WHY USA is declared unenforceable or
invalid, then WHY USA may terminate this Agreement upon written notice to
Franchisee.

19.  NOTICES

Any and all notices furnished pursuant to this Agreement shall be in writing
and shall be personally delivered, sent by telecopier, or dispatched by
overnight delivery envelope to the respective parties at the following
addresses, unless and until a different address has been designated by written
notice to the other party:

     Notices to WHY USA:      WHY USA North America, Inc.
                              2110 US Highway 12
                              Menomonie, Wisconsin 54751


     Notices to Franchisee: __________________________________
                            __________________________________
                            __________________________________


Notices shall be deemed to have been received as follows:  by personal
delivery or telecopier -- at time of delivery; by overnight delivery service
-- on the first business day following the date on which the Notice was given
to the overnight delivery service.  Notices furnished by telecopier shall be
confirmed by overnight delivery service.

20.  BINDING ON SUCCESSORS

This Agreement is binding upon and will inure to the benefit of the Parties,
their heirs, successors and assigns.

21.  INFORMATION

Franchisee agrees that information provided by and data, suggestions, forms,
sales tools, etc., developed by Franchisee may be used, reprinted and
published by WHY USA without compensation to Franchisee.

22.   INDEPENDENT CONTRACTOR AND INDEMNIFICATION

22.1  It is understood and agreed by the parties hereto that this Agreement
does not create a fiduciary relationship between them; that Franchisee shall
be an independent contractor; and, that nothing in this Agreement is intended
to constitute either party an agent, legal representative, subsidiary, joint
venturer, partner, employee, or servant of the other for any purpose
whatsoever.

22.2  At all times during the term of this Agreement and any extensions
hereof, Franchisee shall hold itself out to the public as an independent
contractor operating the business pursuant to a franchise from WHY USA.
Franchisee agrees to take such action as may be necessary to do so, including,
without limitation, exhibiting a notice of that fact in a conspicuous place at
the Office Location, the content of which WHY USA reserves the right to
specify.

22.3  It is understood and agreed that nothing in this Agreement authorizes
Franchisee to make any contract, agreement, warranty, or representation on WHY
USA's behalf, or to incur any debt or other obligation in WHY USA's name; and
that WHY USA shall in no event assume liability for, or be deemed liable
hereunder as a result of, any such action; nor shall WHY USA be liable by
reason of any act or omission of Franchisee in its conduct of WHY USA's real
estate franchise or for any claim or judgment arising therefrom against
Franchisee or WHY USA.

22.4  Franchisee shall indemnify and hold WHY USA, WHY USA's owners and
affiliates, and their respective officers, directors, employees, and agents
harmless against any and all claims arising directly or indirectly from, as a
result of, or in connection with Franchisee's operation of its WHY USA real
estate franchise, as well as the costs, including attorneys' fees, of
defending against them.

23.  ELECTIVE PROVISIONS

23.1  Franchisee's Legal Name:

Franchisee is an individual (__), a partnership (___, or corporation (___).

Mailing Address: _____________________________________________________
                 _____________________________________________________

Home Address :   _____________________________________________________
                 _____________________________________________________

Home Phone Number: ___________________________________________________

SHAREHOLDERS/PARTNERS
                                          NUMBER OF         PERCENT
NAME         ADDRESS                      SHARES            INTEREST
-----        ---------                    ----------        -----------



23.2  Initial Franchise Fee.

The Initial Franchise Fee shall be $_______________________.

23.3  Other Provisions.

_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________


23.4  Protected Area.

Franchisee's Protected Area shall be the following geographic territory:

_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________

The sole protection granted by the Protected Area is WHY USA's agreement not
to establish or franchise anyone else to establish a WHY USA office within the
Protected Area for the purpose of conducting the business contemplated by the
Franchise Agreement.

24.  APPROVAL AND GUARANTEE OF SHAREHOLDERS OR PARTNERS

If Franchisee is a corporation or partnership, all shareholders/partners of
the Franchisee hereby guarantee the performance of franchisee under this
agreement.

_________________________________
Guarantor Signature (Personally)               Interest in Franchisee:


_________________________________
Guarantor (Spouse Personally)


_________________________________
Guarantor Signature (Personally)               Interest in Franchisee:


_________________________________
Guarantor (Spouse Personally)


IN WITNESS WHEREOF, the Parties have executed this Real Estate Franchise
Agreement.


WHY USA NORTH AMERICA, INC.         FRANCHISEE


By:_____________________________    By:__________________________


Its:____________________________    Its:_________________________


Date:____________________________   Date:   ________________________