ADMINISTRATIVE PROCEEDING BEFORE THE SECURITIES COMMISSIONER OF MARYLAND * * * * * * * * * * * * * CONSENT ORDER

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1 ADMINISTRATIVE PROCEEDING BEFORE THE SECURITIES COMMISSIONER OF MARYLAND IN THE MATTER OF: * * CP Franchising, LLC * d/b/a Cruise Planners * Case No and * Michelle Fee * Respondents, * * * * * * * * * * * * * CONSENT ORDER WHEREAS, the Securities Division of the Office of the Attorney General of Maryland (the Securities Division ) initiated an inquiry into the franchise-related activities of CP Franchising, LLC d/b/a Cruise Planners and Michelle Fee, (collectively Respondents ) under the authority granted under the Maryland Franchise Registration and Disclosure Law, MD. BUS. REG. CODE ANN et seq. (2010 Repl. Vol. and Supp. 2010) (the Maryland Franchise Law ); and WHEREAS, based on information presented by the Securities Division, the Maryland Securities Commissioner (the Commissioner ) concluded that grounds exist to allege that Respondents violated the registration and disclosure provisions of the Maryland Franchise Law, in relation to the offer and sale of Cruise Planners franchises in Maryland; and WHEREAS, before the holding of a hearing in this matter, without trial or final adjudication of any issue of fact or law, and without Respondents admitting or denying any violation of law, the Commissioner and Respondents have reached an agreement to enter into this Consent Order;

2 NOW, THEREFORE, IT IS HEREBY ORDERED AND DECREED: I. JURISDICTION 1. The Commissioner has jurisdiction in this proceeding pursuant to Section (a) of the Maryland Franchise Law. II. STATEMENT OF FACTS 2. CP Franchising, LLC d/b/a Cruise Planners ( CPF ) is a Delaware limited liability company with its principal business address at 3300 University Drive, Coral Springs, Florida Michelle Fee ( Fee ) is the CEO of CPF. At all times relevant to this action, Fee was involved in the offer and sale of CPF franchises in Maryland. 4. Respondents offer and sell franchises for cruise travel agent businesses ( Cruise Planners ). 5. CPF has been registered by the Securities Division to offer and sell franchises in Maryland. The most recent registration was from August 25, 2009 to August 25, On August 10, 2010, prior to the expiration of CPF s registration in Maryland, CPF filed a renewal application of its franchise registration with the Securities Division. The Securities Division reviewed that renewal application and, on August 24, 2010, sent CPF a comment letter outlining several deficiencies that CPF had to correct in order to renew its franchise offering in Maryland. 7. CPF did not respond to the Securities Division s August 24, 2010 comment letter within the required six month period and, accordingly, the application was deemed abandoned on February 24, On April 21, 2011, the Securities Division sent a letter to CPF requesting information 2

3 concerning any franchise offers and sales activities in Maryland since August 25, On May 16, 2011, CPF filed an initial application of its franchise registration with the Securities Division. The Securities Division reviewed that initial application and, on June 23, 2011, sent CPF a comment letter outlining several deficiencies that CPF had to correct in order to register its franchise offering in Maryland. 10. On June 2, 2011, in response to the Securities Division s April 21, 2011 letter, counsel for CPF submitted documents related to its offers and sales of franchises in Maryland. CPF acknowledged that, after its franchise registration expired on August 25, 2010, it entered into a franchise agreement with a Maryland resident to operate a Cruise Planners franchise in Maryland. 11. Specifically, on September 9, 2010, Respondents entered into a franchise agreement with Kevin J. Strakal of Forestville, Maryland ( Strakal ). Strakal paid an initial franchise fee of $8, to CPF. 12. Counsel for Respondents represented to the Securities Division that Respondents provided a copy of the Franchise Disclosure Document ( FDD ) in the form registered by the Securities Division with an FTC issuance date of March 31, 2010 to Strakal on August 25, 2010, the date CPF s franchise registration expired in Maryland. 13. Counsel also advised the Securities Division that Respondents offered franchises to an additional twelve (12) prospective Maryland franchisees (hereafter Prospective Maryland Franchisees ) after its franchise registration expired on August 25, Counsel for Respondents represented to the Securities Division that Respondents provided a copy of the FDD with an FTC issuance date of March 15, 2011, that was submitted to the Securities Division with CPF s May 16, 2011 initial application, to at least three (3) Prospective Maryland Franchisees, although that FDD was 3

4 not registered under the Maryland Franchise Law for use in Maryland. Respondents did not provide the Securities Division with the acknowledgment of receipts for the other nine (9) Prospective Maryland Franchisees and did not know which FDD these Prospective Maryland Franchisees received. 14. Counsel for Respondents represented to the Securities Division that the sale to Strakal was inadvertent and resulted from a misconception that the renewal application filed by Respondents on August 10, 2010 was an amendment application. 15. Respondents represent that, other than the offers to the Prospective Maryland Franchisees and the offer and sale to Strakal described in this Consent Order, Respondents did not offer or sell any franchises to any Maryland residents, or to any other residents for a franchise territory located in whole or in part in Maryland, after August 25, Respondents represent that they have ceased offering and selling franchises in Maryland and to any Maryland residents. 17. Respondents represent that they have implemented new compliance procedures to ensure that, in the future, CPF complies with all required provisions of the Maryland Franchise Law. IV. CONCLUSIONS OF LAW 18. By engaging in the above activities, the Commissioner has concluded that Respondents violated , , and of the Maryland Franchise Law. V. ORDER AND CONSENT 19. THE COMMISSIONER HEREBY ORDERS, AND RESPONDENTS REPRESENT AND CONSENT THAT: A. Respondents shall immediately and permanently cease and desist from the offer and sale of franchises in violation of the Maryland Franchise Law; 4

5 B. Respondents shall diligently pursue the application it has filed to register its franchise offering in Maryland; C. CPF shall send to Strakal, upon CPF s notification by the Securities Division that CPF s franchise offering has been effectively registered for use in Maryland: (i) a copy of the applicable, effectively registered Maryland Franchise Disclosure Document; and (ii) a letter, in substantially the form attached to this letter as Exhibit 1, notifying that Maryland Franchisee that he has the right to rescind his CPF franchise under the terms stated in that letter. If Strakal accepts CPF s offer to rescind his franchise purchase in response to the Notice of Rescission Rights, CPF agrees to complete payments to him within 30 (thirty) days of CPF s receipt of that written Acceptance; and, D. Respondents acknowledge that this Consent Order is a discloseable order as described under the Maryland Franchise Law, and Item 3 of the NASAA Franchise Registration and Disclosure Guidelines and Amended FTC Franchise Rule. VI. JURISDICTION RETAINED 20. Jurisdiction shall be retained by the Commissioner for such further orders and directions as may be necessary or appropriate for the construction or enforcement of the Consent Order. VII. CONSEQUENCES OF VIOLATING THIS CONSENT ORDER 21. If Respondents fail to comply with any term of this Consent Order, the Securities Division may bring administrative or judicial proceedings against it to enforce this Consent Order or to sanction it for violating an order of the Commissioner, and may take any other action authorized under the Maryland Franchise Law or any other applicable law. In any such proceeding in which, after an opportunity for a hearing, the Commissioner or a court finds that any Respondent has violated this Consent Order, the Statement of Facts and the violations of the Maryland Franchise Law alleged in the Consent Order shall be deemed admitted and may be introduced into evidence against it. 5

6 VIII. MODIFICATION OF CONSENT ORDER 22. The terms of this Consent Order may be modified only by a subsequent order issued by the Commissioner. BY CONSENT: SO ORDERED: CP Franchising, LLC Commissioner s Signature is on File with Original Document /S/ By: Tom Kruszewski, CFO MELANIE SENTER LUBIN SECURITIES COMMISSIONER Michelle Fee DATE OF THIS ORDER: /S/ November 15,

7 FORM (On Company Letterhead) Certified Mail Return Receipt Requested Re: [Company] Offer to Rescind Franchise Agreement Dear : In accordance with discussions our attorneys have had with the Division of Securities of the Maryland Attorney General's Office (the "Division"), [Insert name of Franchisor] ("we") have agreed to offer rescission to all Maryland residents who purchased franchise agreements, and any other persons who purchased a franchise to be located in Maryland, that we sold in violation of the registration or disclosure provisions of the Maryland Franchise Law. This offer of rescission is made in settlement of the administrative proceeding that the Division may bring for the sale of a franchise in violation of the Maryland Franchise Law and does not affect any civil liability for which we may be responsible. If you elect to rescind and terminate your franchise, we agree to return to you the franchise fee you paid us, less the cost for any unreturned items and equipment included in the purchase price you paid for the franchise. If you purchased any optional items as part of your franchise agreement, we will reimburse you for the cost you paid us for any of the items that you return. In the event you elect to rescind, you will give up your franchise agreement. You also will give up any rights to use our trademarks and system and be obligated to refrain from using and disclosing any of our trade secrets and any of our confidential and proprietary information. We will make payments within thirty (30) days after we receive your Acceptance of Offer to Rescind your Franchise Agreement. This offer will remain open for thirty (30) days from the date you receive this letter. Please check the appropriate place below and return a signed copy of this letter to me within the time period. If you have any questions, please contact Dale E. Cantone, Assistant Attorney General, at the Division ( ). Sincerely, Exhibit 1 THE COMPANY

8 ACCEPTANCE OR REFUSAL OF OFFER TO RESCIND FRANCHISE 1. I, the undersigned, acknowledge that I have read the preceding Notice of Offer to Rescind Franchise Agreement and understand its contents. 2. I understand that I have not waived my rights under the Maryland Franchise and Disclosure Law by signing this document. 3. I hereby make the following choice to accept or refuse your offer to rescind my franchise agreement: CHECK ONE I hereby accept your offer of rescission and agree to not use your trademarks and system and to not use or disclose to anyone the trade secrets, and confidential and proprietary information that we obtained from you. I do not accept your offer of rescission. I wish to remain a franchisee under my franchise agreement. Date: Franchisee 8