Brightscape - The Independent Investment Advisory Franchise.

FRANCHISE NOTICE

NOTICE: Brightscape Investment Centers, Inc. franchise offer

This franchise is now being offered to residents of the states of: Alabama, Arizona, Florida, California, Illinois, Indiana, Michigan, New York, Texas, Georgia, Kentucky, Louisiana, Missouri, New Jersey, New Hampshire, New Mexico, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee and Virginia.

We are in the process of registering the franchise for sale to residents of: Hawaii, Maryland,, Minnesota, North Dakota, Rhode Island, South Dakota, Utah, Washington and Wisconsin. For these states no franchises can be sold until the offering has been registered and declared effective by the appropriate regulatory authority. If you are a resident of one of these states please notify us in order that we may expedite the registration.

For all franchise sales the UFOC must be delivered to the offeree before the sale within the applicable time frame. This franchise is offered only by delivery of a Uniform Franchise Offering Circular (UFOC).