CLEANNET - FDD UFOC ITEM 1 Detail

THE FRANCHISOR, ITSAND ANY PARENT. PREDECESSORS AND

AFFILIATES

To simplify the language in this Offering Circular, "disclosure document. "CleanNet-" means CleanNet U.S.A. Inc. and "we." "us" or "our" means CleanNet of Southern California, Inc. (formerly MFST. Inc.''). d.b.a. CleanNet USA, the franchisor. "You" "You" means the person who buys the franchise and includes the franchisee''s owners if the franchisee is a corporation, partnership or other businosslfgaj entity.

CleanNet''s agent for service of process in the Stato of California is Dopartmont of Corporations, 71 Stovonson Street, suito 2100 San Francisco, California 94105 2980.

WE ARE AN INDEPENDENT BUSINESS FROM CLEANNET AND OPERATE UNDER AN AREA OPERATOR AGREEMENT WITH CLEANNET WHERE WE MUST ADHERE TO CLEANNET''S REQUIREMENTS. THE FRANCHISE AGREEMENT THAT YOU SIGN IS A CONTRACT BETWEEN YOU AND US ONLY. CLEANNET DOES NOT GUARANTEE THE PERFORMANCE OF OUR OBLIGATIONS TO YOU.

CleanNet, Its Predecessors and Affiliates Franchisor and Subfranchisor

CleanNet was incorporated in May of 1997 as a California Close Corporation. CloanNot maintains itsMarvland on November 13. 1987. CleanNet maintains its principal place of business at 9861 Broken Land Parkway. Suite 208. Columbia. MP 21046. CleanNet does business under its corporate name or as CleanNet and does not do business under any other name. CleanNet''s agents for service of process are disclosed in Exhibit C.

We were incorporated in California on Mav 6. 1997. We maintain our principal place of business at 10350 Heritage Park Drive, Suite 106, Santa Fe Spm^Spring, CA 90670. CleanNet dees We do business enWunder our corporate name or as CleanNet USA, CleanNet or CleanNet of Southern Californiar-Ittei and deesdo not do business or intend to do business under any other name. Our agents for service of process are disclosed in Exhibit C.

CleanNet has no predecessors or affiliatos; howovor, CloanNot is ownod by tho President of CleanNet U.S.A., Inc., a Maryland Closo Corporation maintaining its principal place of business at Suite 208, 9861 Broken Land Parkway, Columbia, Maryland 21046. CleanNet U.S.A., Inc. has developed and is the exclusive owner of tho proprietary oporating system for the operation of the CleanNet Franchised Business ("System") as well as the CleanNet service mark, tho CleanNet logo, and related marks, logos, and slogans (tho "Proprietary Marks"). CleanNet''s Business and Experience

CloanNot U.S.A., Inc. has licensed to CleanNet of Southern California, Inc. d.b.a. CloanNot USA tho right to use and to license others to uso tho System and the Proprietary Marks in Southern California.

CleanNet developed and is the owner of the proprietary operating system ("System") as well as the CleanNet trademark, service mark, logo, and related slogans ("Proprietary Marks"). CleanNet grants licenses to qualified candidates for the operation of a CleanNet area franchise that grants franchises for commercial cleaning business in designated areas.

CleanNet has offered CleanNet franchises and area franchises since March 1988. CleanNet has never offered franchises or area franchises in anv other line of business. CleanNet does not currently operate a business of the type being franchise^ CleanNet is not currently involved in anv other business activities other than the development of the System and the support of Franchised Businesses. CleanNet acts solely as a franchising company.

Offering franohisos sinco oarly 1988, CleonNot U.S.A. has built a national network of franchisees and area operators, including the following aroa operations: CleanNet of Atlanta, CleanNet of Contral Florida (Orlando), CleanNet of New England (Boston), CleanNet of South Florida (Ft. Laudordalo), CloanNot of Dallas Fort Worth, CleanNet of Greater Michigan (Detroit), CleanNet Mid Atlantic (Eastern Pennsylvania, Delaware and Southern New Jorsoy), CleanNet Systems of Pennsylvania (Pittsburgh), CloanNot of Now Jorsoy, CloanNot of Bay Aroa (Oakland), CleanNet of San Jose ( San Joso, CA), CloanNot of Son Diogo, and CloanNot of Wost Florida (Tampa). In addition, CleanNet U.S.A., Ino. operates the following regional offices: CloanNot of Chicago and CloanNot of Baltimore/Washington. Our Business and Experience

Tho Business of tho Franchisor

We grant franchises to qualified candidates in Los Angeles. California for the operation of a CleanNet commercial cleaning business under a license from CleanNet. We have offered franchises in California since Mav 1997. We have never offered franchises in anv other line of business. We do not currently operate a business of the type being franchised. We are not involved in av other business activities.

Tho CloanNot system of franohisos provides commercial cleaning services to thousands of locations nationwide, totaling more than 30 million square foot of commorcial, office, health caro, banking, airport and industrial facilities. The Franchise

CleanNet grants franchises to Qualified candidates for tho operation ofYou will own and operate a CleanNet commercial cleaning business whiehthat specializes in janitorial services and₄ building maintenance_a and related services. CleanNet refers to this business as tho "Franchised Business" in this offering circular. ("Franchised Business") that offers regular cleaning services, such as dusting, sanitization. cleaning and buffing floors, to commercial offices and buildings, including airnorts_r hanks, child-care centers, gyms, health-care facilities, hospitals, movie theaters, office buildings, restaurants, stadiums, factories and Other industrial facilities. You must operate vour Franchised Business according to our Standards and specifications, and vou must sign our standard franchise agreement and related agreements (see Exhibit A of this disclosure document).

Competition

Your customers will include anv commercial or office facility. The CleanNet franchise system currently provides commercial cleaning services to thousands of locations nationwide-totaling more than ?>Q85 million square feet of commercial offices and buildings. Your territory is not exclusive. You will generally compete with other local, regional and national businesses that offer commercial cleaning services. Before signing a franchise agreement, vou should survey vour market to determine demand for commercial cleaning services and the number and quality of competitors.

You must comply with all local, state and federal laws and regulations that apply to the operation of anv business. We urge vou to consult with a local attorney about state and local laws and regulations, as these vary bv locality.

CleanNet''s Parent_T Predecessors and Affiliates

CleanNet has no parent or predecessors. CleanNet is our affiliate, and an affiliate of the area operators noted below.

Our Parent. Predecessors and Affiliates

CleanNet uses and licenses others to use the CleanNet service mark, the CleanNet logo, and related marks, logos, and slogans (the "Proprietary Marks") and the proprietary operating system ("System") developed by CleanNet for the operation of a Franchised Business. In addition, CleanNet obtains an initial set of cleaning customers for its franchisees. CleanNet''o toam of markotors do tho work neoessary to find initial customers so that franchisees can foous on getting started and providing quality service. We have no parent Of predecessor.

CloanNot will serve solely as a franchising company, providing support to unit franchisees, and does not currently plan to opon its own Franchised Businesses. CleanNet is not involved in any othor business aotivitios.

Our affiliate. CleanNet. is described under the heading The Franchisor in this Item 1. We are an affiliate of CleanNet because CleanNet''s President is our controlling owner.

The CleanNet Franchise

Our affiliate. CleanNet of Baltimore/Washington. Inc. ("CBW"). was incorporated in Maryland on December 27. 2000. CBW maintains its principal place of business at the same address as CleanNet. CBW does business under its corporate name or as CleanNet of Baltimore/ Washington and does not do business or intend to do business under any other name. CBW has never offered CleanNet franchises but has the right to begin offering CleanNet franchises in January 2008 in the District of Columbia. Maryland and Virginia. CBW has never offered franchises in anv other line of business. CBW does not currently operate businesses of the type being franchised. CBW is not currently involved in anv other business activities. We are an affiliate of CBW because its President is our controlling owner.

As a CleanNet franchisee, you will own and oporato your own CleanNet commoroial cleaning businoss. Your CleanNet business will offer regular cleaning services to commercial offices and buildings. Regular services include dusting, sanitization, waxing and buffing. Our affiliate. CleanNet of Charlotte_T Inc. ("CNC"). was incorporated in North Carolina on July 24. 2007. CNC maintains its principal place of business at South Park Towers. Suite 1216. 6000 Fairview Road. Charlotte. North Carolina 28210. CNC does business under its corporate name or as CleanNet of Charlotte and does not do business or intend to do business under anv other name. CNC has offered CleanNet franchises in Charlotte. North Carolina since July 2007. CNC has never offered franchises in anv other line of business.

CNC does not currently operate businesses of the type being franchised. CNC is not currently involved in anv other business activities. We are an affiliate of CNC because its President is our controlling owner.

After your initial training, CloanNot will begin to assign to you oloaning accounts in aocordanoo with the franchise paokago that you purchased. Each new account will include a work sohodulo showing tho frequency of each oloaning task, the name of your personal contact, and the gross monthly billings to be produced by tho account.

Our affiliate_T CleanNet of Greater Michigan. Inc. ("CGM"). was incorporated in Michigan on April 24. 1995. CGM maintains its principal place of business at 901 Wilshire Drive. Suite 48Q. Trov. Michigan 48Q84. CGM does business under its corporate name or as CleanNet of Greater Michigan and does not do business or intend to do business under any other name. CGM has offered CleanNet franchises in Detroit. Michigan since April 1995. CGM has never offered franchises in anv other line of business. CGM does not currently operate businesses of the type being franchised. CGM is not currently involved in anv other business activities. We are an affiliate of CGM because its President is our controlling owner.

CleanNet also provides a new equipment and chemical package to all of its franchisees, except those purchasing the P 6XE and P 12XE franchise packages, so that you can begin your operation immediately. CloanNot will assist you in locating reliable, high quality sources for roplonishmont of oloaning consumables, often at a group discount.

Our affiliate. CleanNet of Illinois. Inc. ("CNI"). was incorporated in Illinois on December 29_r 2000. CNI maintains its principal place of business at Oak Brook Executive Plaza. Suite 715. 1301 West 22nd Street. Oak Brook. IL 60523. CNI does business under its corporate name or as CleanNet of Illinois and does not do business or intend to do business under anv other name. CNI has offered CleanNet franchises in Illinois since January 2001. CNI has never offered franchises in anv other line of business. CNI does not currently operate businesses of the type being franchised. CNI is not currently involved in anv other business activities. We are an affiliate of CNI because its President is our controlling owner.

Finally, CleanNet furnishes you with information necessary to obtain bonding and liability insuranco. CloanNot will assist you in procuring bonding and insurance and will help you obtain a group rate so that you can achievo substantial savings over insurance and bonding purchased individually.

Our affiliate. CleanNet Systems of Pennsylvania. Inc. ("CSP") was incorporated in Pennsylvania on April 28. 1995. CSP maintains its principal place of business at 5000 McKnieht Road. Suite 302_T Pittsburgh. Pennsylvania 15237. CSP does business under its corporate name or as CleanNet of Pennsylvania and does not do business or intend to do business under anv other name. CSP has offered CleanNet franchises in Pittsburg_r Pennsylvania since Mav 1995. CSP has never offered franchises in any Other line of business. CSP does not currently operate businesses of the type being franchised. CSP is not currently involved in anv other business activities. We are an affiliate of CSP because its President is our controlling owner.

The general market for the services to bo offorod by you is oommoroial office- buildings and other oommeroial locations. Tho commercial cleaning industry is not a speoifioally regulated industry. Competition will come generally from other oommoroial oloaning companies. Our affiliate. CleanNet of South Florida. Inc. ("CSF"). was incorporated in Florida on July 11. 1994. CSF maintains its principal place of business at 8QQ W. Cypress Creek Road. Ft. Lauderdale. FL 33310. CSF does business under its corporate name or as CleanNet of South Florida and does not do business or intend to do business under anv other name. CSF has offered CleanNet franchises in Broward and Dade Counties. Florida, since July 1994. CSF has never offered franchises in anv other line of business. CSF does not currently operate businesses of the type being franchised. CSF is not currently involved in anv other business activities. We are an affiliate of CSF because its President is our controlling owner.

Prior Business Experience of CleanNet

CleanNet has offered franohisos for tho CleanNet Franchised Business sinoo May, 1997. Prior to May of 1997, CleanNet had novor offorod franohisos in this, or any other, line of business. CleanNet does not prosontly operate businesses of the type being franchised. CleanNet is not prosontly engaged in businoss activities other than the development of the System and the offer, salo and support of CleanNet Franchised Businesses and does not grant franchises in any other line of business. CleanNet doos, howovor, rotain tho right to offer, sell and support franohisos or doalors in similar and other lines of business. CleanNet retains the right to establish businossos in any location that offer, through any method of distribution except thoso methods identical to tho System being offered, products and services identified by tho CloanNot marks.