ADMINISTRATIVE PROCEEDING BEFORE THE SECURITIES COMMISSIONER OF MARYLAND. Respondent. * Case No * * * * * * * * * * * * * CONSENT ORDER

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1 ADMINISTRATIVE PROCEEDING BEFORE THE SECURITIES COMMISSIONER OF MARYLAND * IN THE MATTER OF: * GILES ENTERPRISES, INC. D.B.A CHESTER FRIED * Respondent. * Case No * * * * * * * * * * * * * CONSENT ORDER * WHEREAS, the Maryland Division of Securities (the "Division"), initiated an investigation into the franchise-related activities of Giles Enterprises, Inc., ( Giles ), pursuant to the authority granted under the Maryland Franchise Registration and Disclosure Law, MD. CODE ANN. BUS. REG et seq. (1998 Repl. Vol. and 2003 Supp.) (the "Maryland Franchise Law"); and WHEREAS, based on information presented by the Division, the Maryland Securities Commissioner (the "Commissioner") concluded that grounds existed to allege that Giles violated the registration and disclosure provisions of the Maryland Franchise Law, in relation to the offer and sale of licenses under a Chester Fried Total Program ; WHEREAS, before the holding of a hearing in this matter, without trial or final adjudication of any issue of fact or law, and without Giles admitting or denying any violation of law, the Commissioner and Giles have reached an agreement to enter into this Consent Order: NOW, THEREFORE, IT IS HEREBY ORDERED AND DECREED: I. JURISDICTION 1. The Commissioner has jurisdiction in this proceeding pursuant to Section (a)

2 of the Maryland Franchise Law. II. STATEMENT OF FACTS 2. Giles is an Alabama corporation that offered licenses to retail operators to develop and operate quick service restaurants that offer chicken and sides under tradenames and service marks including CHESTER S and CHESTER FRIED. 3. Giles is an affiliate of Chester s International, LLC ( Chester s ). Chester s is an Alabama limited liability company that, in March 2004, filed with the Division an initial application for the registration of its franchise offering in Maryland. Chester s filed its franchise registration application with 10 states as a coordinated franchise review. 4. At the time Chester s filed its franchise registration application, Chester s disclosed that, prior to March 2004, Giles had offered to approximately 1600 United States participants the opportunity to sell chicken from retail outlets under a Chester Fried Total Program. The Chester Fried Total Program requires participants to use approved equipment, cooking methods and in some cases attend training. In return, participants are granted a license to sell Chester s Chicken using Chester s system and display the Chester Fried tradenames and service marks. 5. Chester s has represented to the Division that, within the three year period preceding the date of its initial registration application, Giles granted to a total of six (6) Maryland businesses ( Maryland Licensees ) the right to sell Chester s chicken utilizing the Chester Fried Total Program. According to Chester s, four (4) of the Maryland Licensees operate the Chester Fried Total Program from an existing convenience store or similar establishment, 1 Maryland Licensee operates a free standing restaurant dedicated to selling Chester s Chicken, and 1 Maryland Licensee operated from a convenience store but withdrew from the Chester Fried Total Program before the date of this 2

3 Consent Order. 6. According to Chester s, the Maryland Licensees currently operating the Chester Fried Total Program are: Sam s Mart of Columbia, MD; Tyler Amoco of Annapolis, MD; Quick Save Mart & Citgo of Mt Laurel, MD; Jewel of the Nile of Edgewood, MD; and Joshua s Chester Fried of Salisbury, MD. 7. Giles acknowledges that the license agreements that Giles entered into with the six Maryland Licensees within the preceding three year period constitute franchises as defined under the Maryland Franchise Law. 8. At the time Giles entered into license agreements with the Maryland Licensees for the Chester Fried Total Program, Giles was not registered with the Division to offer franchises in Maryland. 9. At the time Giles entered into license agreements with the Maryland Licensees for the Chester Fried Total Program, Giles did not give the prospective Maryland Licensees a Uniform Franchise Offering Circular registered with the Division. 10. Giles represents that it has ceased offering the Chester Fried Total Program and all other franchising activities. Giles further represents that its affiliate, Chester s, has developed new compliance procedures to ensure that, in the future, it complies with all required provisions of the Maryland Franchise Law. 11. Giles also represents that, other than the Maryland Licensees described above, Giles did not offer or sell any franchises in Maryland or to any Maryland residents, including the Chester Fried Total Program, within the three year period preceding this Consent Order. 3

4 III. CONCLUSIONS OF LAW 12. By engaging in the above activities, the Commissioner has determined that Giles violated and of the Maryland Franchise Law. IV. ORDER AND CONSENT 13. THE COMMISSIONER HEREBY ORDERS AND GILES REPRESENTS AND CONSENTS THAT: A. Giles shall immediately and permanently cease and desist from the offer and sale of franchises in violation of the Maryland Franchise Law; B. Giles shall send to the Maryland Licensees a letter, in substantially the form attached to this letter as Exhibit 1, notifying these licensees that they have the right to rescind their license agreements related to the Chester Fried Total Program; C. Giles acknowledges that this Consent Order is a discloseable order as described under (c)(9)(I)(4) of the Maryland Franchise Law. V. JURISDICTION RETAINED 14. 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. VI. CONSEQUENCES OF VIOLATING THIS CONSENT ORDER 15. If Giles fails to comply with any term of this Consent Order, the 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 Giles has violated this Consent Order, the Statement of Facts and the violations of the Maryland Franchise Law alleged in the 4

5 Consent Order shall be deemed admitted and may be introduced into evidence against Giles. VII. MODIFICATION OF CONSENT ORDER 16. The terms of this Consent Order may be modified only by a subsequent order issued by the Commissioner. BY CONSENT: SO ORDERED: GILES ENTERPRISES, INC. SECURITIES COMMISSIONER BY:, President Melanie Senter Lubin DATE OF THIS ORDER:,

6 Certified Mail Return Receipt Requested FORM (On Licensor s Letterhead) Re: [Licensor] Notice of Offer to Rescind License 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 Licensor] ("we") have agreed to offer rescission to all Maryland residents who purchased unregistered franchises in the form of. This offer of rescission is made in settlement of the administrative proceeding that the Division may bring for the sale of an unregistered franchise and does not affect any civil liability for which we may be responsible. If you elect to rescind and terminate your license agreement, we agree to return to you all fees you paid to us or our affiliate, including training fees and used equipment fees. We will also pay you the wholesale cost of all returned equipment and signage that we or our affiliates required you to purchase under the license agreement. In the event you elect to rescind, you will give up the rights to use our trademarks, name and system. Also, you will be obligated to refrain from using and disclosing our trade secrets and any of our confidential and proprietary information. 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, THE LICENSOR 6

7 ACCEPTANCE OR REFUSAL OF OFFER TO RESCIND LICENSE AGREEMENT 1. I, the undersigned, acknowledge that I have read the preceding Notice of Offer to Rescind License 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 license 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 licensee under our license agreement. Date: Licensee 7

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