0001047469-04-001727 Sample Contracts

BEST EFFORTS SELLING AGREEMENT XPONENTIAL, INC.
Selling Agreement • January 26th, 2004 • Xponential Inc • Retail-miscellaneous shopping goods stores • Texas

This Best Efforts Selling Agreement (the "Agreement") is made and entered into this 31st day of December, 2003 by and between Xponential, Inc., a Delaware corporation, whose address is 2175 Old Concord Road SE, Suite 200, Smyrna, Georgia 30080 (the "Company"), and Massie Capital, Ltd., a Texas limited partnership, whose address is 7009 Riverport Road, Fort Worth, Texas 76116 (the "Selling Agent").

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MANAGEMENT AGREEMENT
Management Agreement • January 26th, 2004 • Xponential Inc • Retail-miscellaneous shopping goods stores • Delaware

This management agreement (the "Agreement") is made this 3rd day of October, 2003, between American IronHorse Motorcycle Company, Inc., a Texas corporation ("AIMC"), and Xponential, Inc., a Delaware corporation ("Xponential").

ACCOUNT CONTROL AGREEMENT
Account Control Agreement • January 26th, 2004 • Xponential Inc • Retail-miscellaneous shopping goods stores • Michigan

This Account Control Agreement dated as of May 19, 2003 among Comerica Bank ("Secured Party"), Xponential, Inc. ("Pledgor"), and Comerica Securities, Inc. ("Securities Intermediary"):

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