We trust that you will find the following information of interest. We look forward to meeting you to discuss the mutually beneficial opportunities.

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2 INTRODUCTION Thank you for your interest in the Regional Franchising rights for Jim s Skip Bins. Franchising giant, the Jim s Group, is one of the fastest growing franchise companies throughout Australia and there is no sign of this growth abating. According to the Franchise Council of Australia, Franchising has seen exponential growth over the past decade with over 850 Franchised business s. Employing over 600,000 people nationally; Australia is the highest franchised country in the world on a per capita basis. So, this many people simply can t be wrong! Growing your business through Franchising became the model through which Jim s developed other divisions including Mowing, Tree removal, Cleaning and Antenna s. Sales of franchises has shown a steady upward trend for the past few years and with the introduction of the Regional Franchise concept in 1997, the level of service delivered to franchisees at the coal face has unquestionably been a contributing factor. Jim s found that Regional Franchisors were able to grow smaller regions much faster than the Head Office could with a large region. For instance, Jim owned most of Jim s Mowing Victoria. In 1998, he then sold off smaller Regional Franchise regions, and was astounded at the rapid growth. More importantly, the satisfaction and income levels of the Franchisees improved, due to closer attention to the local franchisees needs. More recently, the Group has expanded upon its ethos of pro-active support which has coalesced into the decision to introduce the role of the Divisional Franchisor a person or collective that purchases the rights to the whole of Australia and, in many cases, New Zealand. The Divisional Franchisor is responsible for the development of the division throughout the country. Selling Regional Franchisor rights and supporting the Franchisors, teaching and coaching the Franchisors to allow them to run profitable Regions. Much the same way the Regional Franchisors teach and coach the Franchisees into running profitable businesses. For those wanting to introduce synergies and develop an already successful business in a similar field or those simply wanting to take the first step on their own yellow brick road to business success then this opportunity is perfect for you. The Skip Bin division may be appealing to a current contractor wanting to grow their operation into the largest name brand in the country, or an industry new comer wanting to begin under the Jim s brand. Opportunities also exist for development overseas. The Jim s Group currently has around 250 Franchisees in New Zealand & 80 in Vancouver. Development in the U.K began early in 2005, where we now have a number of franchisees and franchisors operating in the Mowing division.

3 The Jim s Regional Franchisor is responsible for recruiting, selecting and training of new Franchisees. This particular model promotes a high level of support for Franchisees, and encourages growth. Initial and ongoing guidance is provided to Regional Franchisors by Jim s Group. Support includes software support, training, documentation and day to day assistance. There is also the benefit of a large and varied peer group from which to draw encouragement and advice. In line with our policy of transparency, we further invite you to make contact with any of the Jim s Regional Franchisor s, including those currently running trials for new divisions. A full contact list of all Regional Franchisors is available at s.net We trust that you will find the following information of interest. We look forward to meeting you to discuss the mutually beneficial opportunities. Further action following you perusal of the enclosed information would include successful attendance to the initial Franchisor Training. We are also able to provide you with a copy of the Regional Franchise Agreement and Disclosure Document when you are ready to proceed further with your inquiry. We would like to invite you to attend the initial Franchisor Training course, which is held regularly in Melbourne, Victoria. This training is held over four full days and provides a complete overview of the information required to run a Regional Franchise. A schedule of modules covered in the training is available.

4 COMPANY HISTORY Jim Penman started Jim s Mowing in Melbourne, Australia in 1982 whilst studying for a doctorate in history. From a modest beginning, initially starting with the idea of making a few dollars by mowing other people s lawns, Jim s has grown into the world s largest lawn mowing franchise. A commitment to customer service and excellence saw this business grow at a rapid rate with more customers than one person could effectively manage, leading Jim to commence franchising in By offering secure territories and a generous work guarantee, Jim s was able to attract and keep quality Franchisees. The Jim s Mowing system proved successful enough to be duplicated across many other industries, with the Group establishing Jim s divisions for all manner of household and business services between 1994 and the present day. As the number of Franchisees grew, steps needed to be taken to ensure in the field quality control. Accordingly, regions were offered for sale to the most experienced Franchisees, including several whom later moved interstate, and even internationally. Purchasers of these regions became Regional Franchisors (Master Franchisees) who took over responsibility for providing local attention to Franchisees; thereby ensuring company standards were effectively maintained. Today, Franchisors are in place across all divisions and continue be a driving force in the prosperity of the group. Growth has been fast for the Group even when the rest of the business community has slowed. For example, Jim s experienced a rise in Franchisee numbers during the last recession, due to recently unemployed people looking for a new income. In 2008, Jim s have over 2,700 Franchisees stretching across all States and territories of Australia and New Zealand, and parts of Canada, including over 150 Franchisors.

5 STRENGTHS AND CORE VALUES OF THE COMPANY The core values that underpin the success of the Jim s organisation are honesty, integrity, transparency and reliability together with an absolute commitment to customer service to both Franchisees and the general public. Further, we have articulated the key strengths that set the Jim s company aside from its competitors and justify its claim as the number one provider of home services to the Australian population. 1. Brand name prominence: 94% recognition by Australian adult population. 2. Excellent reputation for customer service 3. Acknowledged leader in the field of Home Services in Australia 4. Experience and thorough knowledge of Franchising industry 5. Franchisor system designed to give close personal support to Franchisees 6. Strong group culture that focuses on Franchisee success and customer service 7. Economies of scale accrue due to management of over 2,600 Franchisees 8. A mediation system leading to low level of legal disputes with Franchisees 9. Solid financial backing, good cash flow, low debt JIM S GROUP VALUES Our first priority is looking after Franchisees and Franchisors An equal priority is given to clients We work constantly to improve our service and lower our costs We put performance before display We sign only Franchisees and Franchisors we are convinced will succeed We put the long term welfare of the group before short term profit We treat staff well but require them to perform superbly As far as practical, we treat people as equals REGIONAL FRANCHISORS As previously stated, Regional Franchisors are the driving force behind the success of the company. The commitment of the Franchisor extends beyond just managing their own regions they are actively engaged in the recruiting and training of new Franchisees and development of the division within the region, including Franchisee growth, advertising, training and support. BENEFITS There are wide ranging benefits to being a Jim some of which are outlined below: Customers - rapid response to customer enquiry s - company branding promises reliable service - overall quality control delivers on company promise CONT...

6 Benefits cont... Franchisees - Easy entry into the system - Comprehensive training program - Economies of scale due to bulk purchasing - Concentrated client base, leading to higher efficiencies. Franchisors - Continuing capital growth - Develop significant sized business without employees - Lifestyle choices COMPUTER SOFTWARE Jim s have designed unique software to deal with our Franchisees and the public. This software (FMS) Franchise Maintenance system, identifies Franchisees work requirements, the services they are available to do, suburbs they service etc. Therefore incoming calls for customers requiring work, are directed to a franchisee that is taking work in that suburb, for that service, on that day. Where there are two or more franchisees available, FMS3 allocates the work to the Franchisee that has had the least work over the previous 3 days. The FMS program allows you to log into the Administration Centre at anytime, from anywhere in the world, provided you have Internet connection. You are able to check many reports pertaining to your region, including Franchisee suburbs serviced, work requirements, recent jobs, complaints, unserviced jobs etc. All calls to the number are diverted to the local Admin Centre. Calls are answered by trained operators, normally between 8am and 8pm. This allows Regional Franchisors to be free from the phones. Franchisors can run their business wherever they have mobile phone and internet access. An agreement between you and the Admin Centre ensures the Admin Centre will provide certain services, in exchange for an agreed payment per month. A typical example is that the Admin Centre will take the Franchisees work requirements, all incoming calls, and page out work as it is received. A fee of around $100 is payable per month per Franchisee. You may negotiate for the Admin centre to provide other services including running your end of month billing, producing newsletters, contracts, disclosures, doing sign ups etc. You will need to negotiate an agreed amount with the admin centre for those services. The FMS program allows Franchisors to access many reports relating to Franchisee performance and requirements, such as client leads, unserviced work registers and more. This allows Franchisors to identify and act on various trends. Franchisors can check or change franchisees suburbs serviced, work requirements, services done etc. This helps the Franchisor to monitor advertising requirements and effectiveness. JIM S GROUP FRANCHISOR WEBSITE This site houses documents important to the general operation of the Franchisors business. Documents include generic franchise agreements, schedules and disclosure documentation. This allows the franchisor to easily comply with the franchising code of conduct. This site also includes a repository of approved photo s, a style guide, sample letters regarding debt collection and complaints, minutes of franchisor meetings over the past few years and many other documents developed over the past fifteen years.

7 Division specific website Jim s Skip Bins has it s own division website, it can be found at This site is linked to the main Jim s site at s.net Our divisional site includes information for the general public; it allows people to view our services including photos and TV commercials, to book a free quote and to access information regarding franchises. The number of people booking jobs online continues to increase. A Franchisee and Franchisor login facility allows Franchisees to access all available documents including operations manuals, photos, logos, sample ads and more. We constantly review our website, key words and layout in order to make it appear as high as possible on search engines such as google. All advertising includes our website address.

8 GROUP SUPPORT & DIVISIONAL FRANCHISORS The role of the Group Support office is to assist and support Franchisors. Our experience in Franchising enables a straightforward transition into Franchising for current operators. We are experienced in operations, standards, and building a successful franchise model. Working in tandem with Jim s Corp, the D.F. develops the division throughout the world in much the same manor as Franchisors develop Franchisees throughout their own region. New Franchisors enjoy stepping into a currently operating business, and are provided with Franchisee and Franchisor operation manuals, training programs, advertising and marketing material, websites, franchise information kits and documents used from ordering address s to work method statements used in quoting and tendering. The group support office offers advice to Regional Franchisors, on training & advertising, along with the following support. Development of FMS4 (work allocation program), Jim s Jobs (franchisee bookkeeping program), liaison with Franchisors on all technology matters Updating, evaluation and management of content - Franchisor and Franchisee Agreements Mediation, litigation and dispute resolution Development and supervision of overseas development Review of Corporate Governance regulations and Privacy Policy Coordinate National Conference Initiation of regular Strategic Planning sessions with key staff Trademark registration and copyright infringement Development and implementation of Marketing Plan for the Jim s Group including advertising, promotions and associated activities Management of corporate web site. Management of all Franchisee complaints & customer satisfaction levels Chair and coordinate Advisory Committee meetings, distribute Agenda & Minutes Liaison with Franchise Council of Australia Production of generic Franchisee and Franchisor operation Manuals Management of Policy Page content on web site Implementation of Franchisor induction Training Management of Insurance tendering and appointment Preparation and analysis of company statistics Development of company Business Plan Corporate governance policy development and update Management, preparation and auditing of all Franchisor related documentation Supervision of litigation documentation PRESENTATION & BRANDING The presentation of the Jim s trademark is an important part of our business. Accordingly, a style guide exists to protect the manor in which the trademark is displayed. The style guide specifies the font, style, logo, and layout to be used in all advertising including stationary, uniforms, advertising and vehicles.

9 NATIONAL CONFERENCE The Franchisors are invited to attend an annual National Conference. Traditionally they are held in August. Recent August conferences have been in Christchurch, Fiji, Sunshine Coast, Perth and the Blue Mountains. These have been attended by up to 140 Franchisors and their families. The conference serves a number of purposes, including training of topical matters such as franchise sales, support and implementation of procedures relating to gst, the privacy act and other matters. Thursday is normally set aside for the Advisory Committee, Divisional Franchisor and Administration Centre meetings. Typically there are networking and social opportunities through Friday and each evening. Plenary sessions are normally delivered on the Friday morning and Sunday, whilst Saturday is normally a day of elective workshops and training. This training helps to develop team spirit and hone the skills of the Franchisors.

10 FINANCIAL INFORMATION Franchisors earn income in three ways, from Franchise sales, Franchise fees and from working in the field. A Franchisor working in the field provides the service much the same as all other Franchisees. They are responsible for their expenses and are required to pay Franchise fees (to themselves) Franchise sales in our divisions are typically around $22,000 inc GST, along with $8,000 for the training and business start up package. New Franchise sales attract a 20% commission or royalty to Jim s Corp. Re-sales earn the Franchisor 20% of the gross sale price, i.e. an $20k sale sees $16,000 going to the exiting Franchisee, and $4,000 to the Franchisor. The Franchisor pays 20% of that to Jim s Corp, leaving $3,200 from an $20k re sale. Franchisees pay monthly fees as outlined in the Franchise information. Franchisors must pay 15% of that income to Jim s Corp. Franchisors are also responsible for advertising in the region, and are required to pay an amount per Franchisee for Administration. Financial Return; The net return on your investment can be calculated in the following way: Gross fees per month from franchisees, less admin cost ($100 per Franchisee per month), less advertising and National royalties. Multiply the remainder by 12 to give an annual figure. Divide this into the purchase price to give a % return on investment from fees alone. For example, 10 franchisees average fees $800 = $8,000 per month fees, less $2,000 advertising, $1,000 admin and $1200 National = $3800 remaining. X 12 mths = $46,800. Divided into the purchase price of $117,000 giving a 40% return on investment. The return on investment looks better when we include franchise sales. Currently Franchises are being sold for $20,000 plus GST. A commission of $4,000 to Jim s Corp realizes the Franchisor $16,000 from the sale. Franchisors sell varying numbers of franchises throughout the year, depending on the size of the region, the demographics and Geographic s. In addition, the new Regional Franchisor would continue to operate their own Franchise. *Conversely, you can work out the estimated return on your investment, by estimating your income from Franchise fees less Admin, Advertising and National, along with Franchise sale income less National fees. This figure (The total income from sales and fees, net of National royalties, Admin and advertising) divided into the purchase price x 100 = the estimated % annual return on your investment. ** Two considerations need to be taken into account, when working out how much is to be dedicated to the advertising account. One consideration is the amount required by contract, in the agreement between the Franchisee and the Franchisor. The other consideration requires you to work out the cost per lead. This is the total number of leads generated, divided into the cost of advertising. This gives you a cost per lead. Knowing the cost per lead enables you to work out how much you need to spend on advertising to achieve a certain income base from fees.

11 PROJECTED TRADING INCOME FOR REGION Income Income from franchise / advertising fees as at.... Sub Total $... Admin centre Per month Royalties Jim s National (15% Income) Advertising....** Sub Total $... NET SURPLUS (A) $... With. franchise sales per average $.... new sales, less 20% to Jim s Group, $.....Re-sales, less 4% to Jim s Group and 80% to current Franchisee $. Sub Total (B) $... NET SURPLUS (including Franchise Sales = A+B) $... Your notes;

12 Franchise Model Objectives Grow Franchisee numbers To sustain Franchise numbers by providing support and training to Franchisees. To increase market share. Structure Jim s Corp is the National Franchisor. Jim s Corp provides intellectual property, computer and I.T. programs, template franchise agreements and disclosure documents along with Franchising know how. Jim s Skip Bins Australia are the National Divisional Franchisors and Regional Franchisors. They have a team of staff with skills and experience in Franchising and in the particular service offered by the Franchisees. This team is able to provide support to Regional Franchisors, enabling them to grow their Franchise numbers. Recruiting Franchisees Franchise inquiries are sourced through advertising campaigns including the use of Trading Post, Main Saturday Papers and local papers, in conjunction with Franchising expo s and seminars. Our brand and reputation gives prospective Franchisees and their partners comfort in the knowledge that we are an established and reputable company. Unique aspects of our model include o Ability for Franchisees to work anywhere they choose o Ability to work any time they choose o Fee structure that rewards high performing franchisees o State of the art computer / work allocation system Training Our training program prepares new franchisees to operate their own small business. Provides practical training skills necessary for providing the service and satisfy s the criteria required for licensing. Franchisees are not permitted to begin operating prior to completing the generic training, OH+S training, small business course and practical training. We have at our disposal training venues, training and operations manuals and actual jobs on which franchisees conduct practical training. Franchisees are trained in OH+S; including template work method statements, hazard I.D and other documentation. Franchisees are encouraged to obtain their OH+S Green or Red card. Well trained franchisees tend to be more profitable, leading to longevity in our system. Franchisees involved in ongoing training are likely to remain with us longer. ADVISORY COMMITTEE An Advisory Committee exists, consisting of a number of current Divisional Franchisors & Regional Franchisors. The primary function of the advisory committee is to be a sounding board to the National Franchisor with regards to implementation of new idea s and policies. The advisory committee s opinion is canvassed from time to time throughout the year. The advisory committee canvasses the thoughts of the Franchisors on matters to be discussed at upcoming meetings. This gives the Franchisors and Divisional Franchisors a strong voice in the overall direction of the company.

13 Finding work for Franchisees Brand recognition is exploited through the use of the logo on all advertising, uniforms, trailers and vehicles. Our advertising must adhere to a style guide produced by Jim s Corp. Our message is kept simple, using the largest possible logo, our 131 number and website, along with a small list of services offered. Vehicle signage alone does not generate large amounts of work, however the branding benefits are estimated to double or even triple the value of Yellow Pages and local paper advertising. Website traffic is increasing whereby client s book services online. Other national branding and awareness campaigns include T.V. shows taking us off eg the comedy company and other comedy shows. Jim is often interviewed on business shows or lifestyle shows and regularly embarks on tours when he launches a new book, or supports a charity. Allocating work There are a number of Administration centres around the country. All incoming calls to the number are directed to an Admin Centre. A web based computer program allocates automatically new work to a Franchisee that is requesting work for that service, on that day, at that time and in that suburb. Franchisors are able to access all data and reports from anywhere in the world provided they have internet access. Synergies A number of synergies exist between Skip Bin franchisees and other division franchisees along with independent contractors. Our franchisees work in well with the Mowing and Fencing divisions in particular.

14 RISK FACTORS This section identifies what Directors regard as the major risks associated with an investment in Jim s. Intending purchasers should read the whole of this Information. While the Directors believe that prudent management will minimize the risks, purchasers should consider the following risk factors: Competitive position There can be no assurance that other parties will not develop products or services that compete with Jim s Skip Bins or supersede products or services of Jim s Skip Bins. There may be unexpected changes in customer demands or expectations for the existing products or services of Jim s Skip Bins. There can be no assurance that Jim s Skip Bins competitors will not succeed in developing systems or technologies and products that are more effective than any which are, or are being developed, by Jim s Skip Bins. Growth management and performance The performance of Jim s Skip Bins Franchisees is critical to its reputation and to its ability to achieve market acceptance of its services. Any failure to perform by Franchisees could have a material adverse effect on Jim s Skip Bins business, results of operations and financial conditions. Jim s Skip Bins future success depends on its continuing ability to attract and retain Regional Franchisors. Competition for such personnel can be intense and there can be no assurance that Jim s Skip Bins will be able to retain its key managerial and technical employees or that it will be able to attract and retain additional highly qualified technical and managerial personnel in the future. The inability to attract and retain the necessary technical and managerial personnel could have a material and adverse effect upon Jim s Skip Bins business, results of operations and financial condition. Legal environment JIM S Skip Bins success will depend, in part, on its ability to maintain valid trademark protection, maintain trade secret protection and operate without infringing on the proprietary rights of third parties or having third parties circumvent JIM S Skip Bin s rights. No guarantee can be given that such protection will be successfully and validly obtained by JIM S SKIP BINS. If such protection are not granted or maintained, it may be possible for a third party to imitate or otherwise obtain and use JIM S Skip Bin s products without authorisation or to develop and use similar technology independently. While JIM S SKIP BINS believes it has taken appropriate steps to protect its proprietary technology, the law may not adequately protect it in all places where JIM S SKIP BINS does business, or enable Jim s Skip Bins s rights to be enforced with any adequacy. There can be no assurance that the measures taken by JIM S SKIP BINS have been, or will be, adequate to protect JIM S Skip Bin s proprietary technology. Despite the existence of a general statutory framework in Australia and international conventions which are intended to protect against certain anti-competitive practices, there can be no assurance that the applicable laws will be enforced sufficiently to protect JIM S SKIP BINS from anti-competitive practices by its competitors or that major competitors will not use their strategic positions to gain a competitive advantage in some future period, whether by means of price reductions or by other means. There may be adverse effects through changes in the regulatory environment that affect JIM S SKIP BINS and its customers.

15 FRANCHISE EXPO A Franchise and Business opportunities expo occurs in most capital cities each year. Jim s Group attends most of these expos. In recent years, our model includes a mail out to our backlist of Franchise inquiries leading up to the expo, along with lead up advertising. We attend the expo, either with individual stands, or sharing amongst a number of divisions. A seminar or field day follow, whereby people interested in purchasing a Franchise are invited to attend. We find that this model, in conjunction with our Regional Franchise model, leads to a high number of Franchise sales and growth. The Jim s Group averages around 50 Franchise sales per month (over 600 per year). Our growth over the past number of years has been around 10% per annum. Regional Franchisors also recruit franchises through media advertising. Jim often participates in TV shows such as Bright Ideas, The Money Show and small business shows. Along with various magazine articles, this helps to keep the Jim s name top of mind.

16 REGIONAL FRANCHISOR INCOME STREAM: Regional Franchisors are responsible for selling Franchise s and supporting franchisees. Regional Franchisors receive 80% of the sale price for a new Franchise, with the remaining 20% going to Jim s Group. Regional Franchisors collect monthly franchise fees from the f sees in the region. 15% of those fees are paid to Jim s Group as a royalty. Admin fees of around $100 per franchisee are payable to the Call Centre. RF s place advertising to generate work for the franchisees. Jim s Group & Divisional Franchisors share Royalty income 50 / 50 Jim s Group Divisional Franchisors (DF s) Regional Franchisors(RF s) Currently around 160 RF s in Aust, NZ and Canada. RF s pay Jim s Group 15% of fees invoiced to F sees & 20% of f ch sales. 30 new leads= fees of $1,045 therefore $ p/mth p/f see paid to Jim s Average NEW Franchise sale of $30,000 earns the RF $27,000 Franchisees (F sees) Currently around 2,700 F sees pay $550 per month in fees plus $16.50 per lead Avg fees of $1,000 is around 10% - 15% of income. RF s pay around $100 per month per franchisee for Admin costs (phone answering & job paging.) REGIONAL FRANCHISORS EARN INCOME IN 3 WAYS! 1. Working on the road & operating a truck or fleet of trucks. 2. Franchise sales, both new sales and re-sales. 3. Franchise fees. (Monthly fees, less advertising & royalties.) *Franchisors can also earn income from operating a transfer station or recycle centre.

17 That is up to you! Franchisor induction training outline AIM: TO INTRODUCE THE PRINCIPALS, PROCEDURES AND ETHOS WITH RESPECT TO OPERATING A JIM S REGIONAL FRANCHISE. FRANCHISOR TRAINING MODULES Jim s Ethos (Presented by Jim Penman) Customer Service Standards Business Reviews Role of the National Office Role of the Advisory Committee Role of the Administration Centre Regional Franchise Agreement Franchise Agreement Communication Overview Franchisee & Franchisor Communication Core & Non Core Issues Legal Implications Misleading Statements Legal Protection Dispute Resolution Franchise Selection Resale s & Splits Franchisee Sales Procedure (incl. role plays) Franchise Fee Structures Work Availability Guarantee Franchisee Meetings Branding & Presentation Guide Stationery, Uniforms & Trailer/Vehicle Signage Franchisee Newsletters Advertising & Marketing Advertising for Work Record Keeping Training Review & Assessment THE NEXT STEP: Speak to current franchisees or franchisors, decide if this is a business for you. Ask for contracts and disclosure documents, have them checked by your accountant, solicitor and business advisor. Book in for the next Regional Franchisor training course, held in Melbourne roughly every 6wks. Then it s up to you. We are building a nationwide franchised skip bin business. We anticipate growth and development in other aspects of this business including transfer stations, recycle centres and other rubbish removal services. We want to attract the best people to assist our growth and development.