« Brad Sugars ACTION International Inc. Uniform Franchise Offering Circular for Prospective Master Licensees SAL Mater Fie 0c ee EXHIBIT C PAGE 1success, as there exist both typical and special business risk factors, including: changing market conditions; competition; cost of supplies, equipment, capital and labor; your ovm health and continuity of your management; availability of financing; recession or depression locally, nationally, or intemationally; wars; strikes; emergencies; natural and manmade disasters; litigation; and liability and casualty losses. ‘Another risk factor for you is our dependence on our key personnel, the loss of whom could have an adverse effect on us, Our ability to fulfill our obligations under our master license agreement with you depends in part on our present and future financial condition. Litigation risks ‘may exist also, including future litigation that may not be foreseeable, See Item 3 of this offering circular for certain past and present legal matters. Industry-Specific Laws We are not aware of any special laws that apply to businesses that provide coaching, consulting, and training services to small and medium-sized businesses. See Exhibit E to this offering citcular for a summary of generally-applicable laws that you may need to consider. ITEM 2 BUSINESS EXPERIENCE, ‘The following is a list of the individuals who have management responsibility for the ACTION Intemational franchise program in the U.S.A. Unless otherwise indicated, each individual is an officer or employee of BSAL Chief Executive Officer, President, Secretary, ‘Treasurer and Director: Bradley J, Sugars Mr. Sugars has been President, Secretary, and Treasurer of BSAI since August 2002 and Chief Executive Officer and Director since 1998, He was also President of BSAI from 1998 until March 2000. Mr. Sugars is the founder of ACTION Intemational and has served as Chief Executive Officer and Managing Director of ACTION International Pty Ltd (Australia) since he formed that company in August 1993. ACTION International Pty Ltd (Australia) is headquartered in Queensland, Australia. Mr. Sugars is also Chairman of the Action Group of Companies and a director of ACTION Intemational (Asia) Pte Ltd, Co-opetition Pry Ltd, QBN Properties Pty Ltd, Dogain Pty Ltd and ACTION Australia (NZ) Lid. Chief Operating Officer for Global Operations: Ian D. Johnson Mr. Johnson has been a principal of ACTION Intemational Business Coaching Ltd. since July 2001. ACTION International Business Coaching Ltd. is a U-K. company that serves as the counterpart to BSAI in Europe. From 1999-2001, Mr. Johnson was an Action International franchisee in Brisbane, Australia, From 1994 to 1999, Mr. Johnson was an equity partner at O'Neil Scott & Associates, an accounting firm in Toowoomba, Australia, Mr. Johnson is not an officer or director of BSAI, but he has management responsibility for U.S. franchises in his Mas rancie UFOC m@ aa? EXHIBIT C PAGE 2capacity as Chief Operating Officer for Global Operations for the ACTION International group of companies, and BSAI has appointed him as a consultant to assist in its franchise operations. Since August 2002, he has been working at BSAI headquarters in Las Vegas, Nevada. Global Director of Master Licensees: ‘Vie Ciuffetelli Mr. Ciuffetelli joined ACTION International Pty Ltd (Australia) in August 2001. From 1996 ‘until July 2001, Mr, Ciuffetelli was affiliated with Jani-King (Australia), a franchisor of commercial cleaning services, most recently as Queensland State Manager. Mr. Ciuffetelli is not an officer or director of BSAI, but he has management responsibility for U.S. master licensees in his capacity as Global Director of Master Licensees for the ACTION International group of companies. He has been working at BSA headquarters in Las Vegas, Nevada since August 2002 Director of Technology Services: Richard Giannini Mr. Giannini has been our Director of Technology Services since 1999. From August 1999, to May 2000, Mr. Giannini was BSAI’s Master Licensee for the Northern California territory, and he is currently our franchisee in Nevada. From June 1998 to June 1999, he worked throughout the United Kingdom as a consultant. In April 1997, Mr. Giannini co-founded DEEP Technology, and was its Director of Sales and Marketing in Perth, Australia until June 1998, From December 1995 to April 1997, Mr. Giannini was with Crimson Technologies Pty Ltd., a computer consulting company that he founded in Perth, Australia, From June 1994 to December 1995, Mr. Giannini was the Administration Manager in Perth, Australia for Surpac Software International Pty Ltd., an Australian mining software company. Franchise Broker BSAI has contracted with Franchise Mutual Benefit Corporation (“FranNet”) to obtain referrals of prospective purchasers of Master License franchises. FranNet is a member organization with its offices at 2385 Camino Vida Roble, Suite 114, Carlsbad, California 92008. ‘The members of FranNet are independent consultants known as Associates. Although FranNet has contracted with BSAI on behalf of the Associates, the referral services are provided by the Associates themselves. A list of the Associates appears in Exhibit L to this offering circular. Under the agreement, BSAI pays a referral fee to the appropriate Associate if a prospective franchisee procured by the Associate ultimately aequires a Licensed Consultant franchise. ITEM3 LITIGATION (1) Peter Lin. Action International, Inc., Performance Management Consulting LLC, and Jill Giesey (Court of Common Pleas, Summit County, Ohio, Case No. 2002-084672). (On August 21, 2002, Peter Lin, the owner of.a licensed consultant franchise in Solon, Ohio, brought an action alleging that BSAI’s master licensee for Northem Ohio had made. numerous misrepresentations during the franchise sales process. Although BSAI is not alleged to have made Master Franchise UFOC 4 nates EXHIBIT C PAGE3