stage 2 – confidential business prospectus

8/12/2019 Stage 2 Confidential Business Prospectus

1/19


2/19

PROSPECTUS

Licensing Opportunity with Enigin Plc

This document has been prepared by the Board of Directors of Enigin PLC for the benefit of individuals

and organisations who are interested in forming a long-term business relationship with the Company

either as a partner or an Independent Distributor under a licensing agreement.

The information provided is not intended to extol the virtues of or benefits one can derive from entering

this industry (in association with Enigin), as this is explained elsewhere.

The purpose of this document is to provide more granular information on the unique business model

and explain in detail what Enigin is offering by way of an Investment Opportunity including full details on

the Start-up package. It will also explain exactly what the Company expects from the Licensee in return.

Table of Contents:

The Offering What does Enigin PLC provide? 3

What is the Initial Investment? 9

Proving The Opportunity 11

Allocating Your Territory 12

Exclusive Enigin PLC Partnership Opportunity 13

100% Satisfaction Guarantee 14

Company Information 15

Your Next Step 16

2


3/19

THE OFFERING...

What does Enigin PLC provide?

Based on the level of commitment you wish to make and how serious you are about your new business

we can help you by providing virtually everything you will need to get started with your very OWN

Accredited Independent Distributorship for Energy Saving Products and Solutions.

This document will provide an overview of what could be available to you at the outset. You may choose

to operate as a single-person business consultant, either working on your own, with your family, or

managing a small team.

Or you could set up a Marketing Suite and employ a team of business professionals. In any case, as an

Authorized Enigin Distributor you will be given access to everything you need.

We have a Core Establishment Package that we believe provides the essential must have elements for

starting a business in this sector and they are provided on payment of the initial License fee. This license

fee can be paid in full prior to training, or you can defer a large portion and pay this conveniently over

twenty quarters.

However as an incentive for those who have both the willingness and circumstances and are able to

make the COMMITMENT we offer substantial further incentives not least of which is the

opportunity to recoup double the initial investment in the first six months in addition to whatever

profit you would otherwise of made.

Put simply we are looking for commitment from people who are serious about this business and we

show our appreciation accordingly with further support.

Here is a summary of what we provide to distributors as part of the Core Establishment Package at

the outset:

3


4/19

License

Protected agreement supported by our bespoke CRM

License to distribute ALL Enigin products and solutions in your chosen territory

Certificate of Accreditation & wall mounted plaque

Secure access to ECOS, Enigins online account management and ordering system, where you

can obtain the full range of energy saving products at prices up to 85% off retail, in addition to

further promotional material and merchandise.

Products/Hardware

A complete Eniscope 60 Automatic Monitoring & Targeting system - includes local web server andfive years web monitoring set up remotely by one of our experienced software Engineers on your

selected trial site! Universally recognized as the first step to substantial energy savings,

RRP 2,100.00

Sample Energy Saving Product Pack comprising:

ACES - Air Conditioning Energy Saver Up to 30% Savings

CUES - Chilled Unit Energy Saver Up to 35% Savings

IMEC - Intelligent Motor Energy Controller Up to 50% Savings

LESS - Light Energy Saving System Up to 85% Savings

Training

Immediate enlisting on our 90-day fast-track programme hosted by our Managing Director Ian

Wrigley FRSA, delivering focused personal and business development strategies to accelerate

the growth of your new business.

Comprehensive Mindshare residential training in the UK or North America including Techinical and

Commercial Modules. Please ask your Business Manager if you would like to see the full course

agenda in advance.

The Company will assist with co-ordinating hotel accommodation and transfers to the training

venue, all costs incurred at the hotel will be the responsibility of each delegate. Your business

Manager can provide you with a link to our recommended hotel (UK), which is next to our office

(Executive rooms available from 30.00 per person per day (60 for a single room) including a

Continental or full English breakfast).

4


5/19

Refreshments and lunch will be provided each day during the training program, compliments of Enigin.

To reinforce the critical elements within the training, all of the key learning points of the training program

will be made available in digital format.

Complete copy of the highly acclaimed; Winning More Customers sales training course. DVD and Manual

exclusively adapted for individuals in the Energy Saving Business. This will take you step by step through

the whole presentation process.

Access to Enigins very own Training Podcast Series hosted by internationally recognised business Guru

Warren Greshes; on How To Run A Successful Energy Saving Business.

Access to Mindshare Monthly, a live video based training series, where we disseminate critical informa-

tion based on time proven principles, unique techniques and real life examples from other Energy Saving

Business owners with the sole objective of making you more successful

Numerous helpful video tutorials available via Enigins Knowledge Base provide training on all the

intricacies of the business.

Support

Licenses for all members of your organisation providing protected access to our powerful, web-based

Customer Relationship Management Tool Nucleus, which is capable of delivering;

Full Contact Database Management with Mail Merge

Smart Search facility

Calendaring

Task Assignment

Customer Pipeline Tracking & Management Statistics

Auto Responders & Email Scheduling

Management Dashboard

Energy Portal for remote set-up & monitoring of end-user consumption trends

Presenter Tool - available both in online and high resolution desktop formats this comprehensive

Presenter Tool has been developed to use in client facing presentations. It includes professionally

produced audiovisual presentations, animations, demonstrations and screen-casts on the Eniscope

solution.

KB 24/7 Probably the most comprehensive resource of its kind in the world the Knowledge Base will

provide you with answers to all your questions, on any aspects of the business 24/7/365. The convenient

on-line search facility will enable you to easily find everything you need.

5


6/19

On-going personal training, development and support is further augmented via our ask any question

facility on the Knowledge Base. The eleven strong KB team are assigned questions as soon as they hit

the system according to their specific area of expertise. This gives all Enigin distributors access to the

Directors, Senior Management Team, and both the R&D and Technical department on demand.

Selection of branded merchandise including USB sticks, pens, keychains, coasters etc.

The Pulse is a regular Newsletter, which is produced with the primary objective of sharing the latest Case

Studies, New product developments, and tried and tested marketing strategies from other successful

distributors from around the world.

We employ a team of researchers and professional writers who deliver two unique Enigin specific articles

via our bespoke Energy Saving News Feed directly to you, and any of your staff registered on Nucleus

twice every day to keep you abreast of the latest news in the energy saving business.

Full set of Enigin bound manuals for incorporating sales orders, technical & installation information,

energy saving product data, application specific case studies, training & support and energy audits, all of

which can be downloaded from the KB.

Full Payment Incentives

Based entirely on your early and on-going success we will be pleased to provide you with the following

financial incentive:As soon as you have purchased orders for products via ECOS to an agreed level*

and within a specific time-frame we will immediately credit your account (ECOS) with 21,600.

This wll be triggered when one of the following is achieved:

50k Sales/orders in 6 months 21,600 credit



*NB: Does not include special offer purchases.

We also provide the following marketing incentive to celebrate your early successes: On completion of

your first five installations of Eniscope (subject to verification), we will send you 21,600 RRP worth

of Eniscope product.This can be used with up to seven separate clients and will be ideal for developing

high quality case studies and testimonials which will be vital for rapidly growing your new business.

An additional commercial/technical training space for your partner.

We genuinely appreciate people who are committed to making their new business a success. There are

clearly abundant benefits from making the full initial payment as a demonstration of that. However we

do also respectfully acknowledge that in some circumstances the deferred option may be the only

achievable way forward.

6


7/19

Optional Extras Available(not included in Core Establishment Package)

We consider these options to be highly valuable and would encourage you to evaluate them seriously.

However, were we to automatically include them in the cost, and make them part of the Core Package as

standard it would further add to the cost for everyone, and we appreciate from experience some people

already have much of this in place, and it would be a duplication. For more information on any of the

following please do not hesitate to talk to your Business Manager.

iPad With Eniscope App & Keynote Presentation

16GB Apple iPad with an Eniscope application for Real-time monitoring of any Eniscope meter on the

same network, ideal for demonstrations to prospective clients and consultations with existing customers.

Also comes preloaded with custom designed Keynote presentations (Apples version of Powerpoint) for

showcasing Enigins products and solutions.

Branded Netbook

Small hand held laptop branded with your own company logo and if appropriate the ESA mark of

approval. Also pre-loaded with an interactive presentation. These are extremely practical and credible

for Consultants who visit clients to conduct a fact find, generate proposals and demonstrate solutions.

One-on-One Business Planning

During, or immediately after the Mindshare residential training course our Business Development Team

will help you formulate a detailed Business Plan including Gantt chart with key milestones for the first

12 months of your new business. Enigins experienced Financial Manager can then help you generate a

detailed profit & loss with cash-flow projections.

ESA Membership

This credible association of commercial and technical experts from the field of Energy Management will

prove to be an excellent readily available source of instant credibility, with the immediate benefit of the

ESA accreditation for use on letterheads and promotional literature a statement in itself that you are a

part of a professional and ethical body.

Customised Website

Work with our in-house Graphic Designer and Web Developers to produce your own website containing

product demonstrations, videos, testimonials, test reports, downloadable brochures, supplied and hosted

with your own logo and domain name. All our sites are built using IGLOO our bespoke Online Content

Management System enabling you to easily make changes and update the content, from anywhere and

at anytime.

7


8/19

Personalised Branding Service

We offer a Branding Consultation & Design service with a suite of marketing materials incorporating your

own new company Name/Logo and chosen style sheet. Enigins Graphic Designer will work with you to

produce your very own unique high quality promotional materials, which you will be able to carry away

with you in digital format, ready to utilise within your new business, as soon as you return home.

Inclusive of: Letterheads, Business Cards, Compliment Slips, and Product Brochures. All this delivered on

a CD:ROM containing print ready graphics so that you will be able to reproduce materials from a printer

local to you, at the most cost effective price. Alternatively we can have them printed for you - hassle free.

Branded Merchandise Hampers

Exhibitions can be both a good source of new business and enable you to establish an early presence in

the marketplace. We can help you by designing and producing high quality exhibition material for use in

developing your business in your local territory.

Our standard exhibition hamper comprises of the following:

3 x Exhibition Banners

25 x Polo Shirts

25 x Baseball Caps

25 x Calendars

Energy Manager Qualification

Technical Courses are provided both in the UK and overseas, designed for Electricians,

Engineers and Energy Managers. These provide much deeper and more comprehensive information on

the technical aspect of our full product range and their various applications. Courses are hosted by acertified Energy Engineer and qualifying attendees receive a techinical accreditation.

Demonstration Case

Portable demo case; this can be used to demonstrate the dramatic affects that applied intelligent control

can achieve - in this case a single phase iMEC motor controller. We also provide a video tutorial to help

you use this effectively in client presentations.

8


9/19

WHAT IS THE INITIAL INVESTMENT?

The question can reasonably be asked; if the potential is so great and the profit margins so healthy why

does Enigin require an initial investment as part of the distributorship application? Why dont we train and

equip people for free and wait for them to sell products to receive an income?

The answer is simple; if we could be certain that every new distributor would apply the business

principles correctly and persevere until they achieve a regular flow of orders there would be no need for

an initial fee but we cant. Starting your own Energy Saving Business is a serious challenge requiring

hard work, tenacity, and real determination. We thus require a demonstration of your commitment to the

business then we know you are serious. All we are asking you to do is; put your money where your

mouth is. In short we need Commitment!

There are also other important factors to consider; firstly, we incur very real costs in the process of finding

and appointing good quality people to train and work with, and subsequently supplying expensive

technical equipment, high quality marketing materials, and comprehensive sales and technical training.

To put these costs onto the price of the services or products would have an impact on the margins our

distributors enjoy and on the payback viability of our energy saving solutions to our customers. For this

reason we cover all of these costs within the initial investment.

Secondly, we are receiving very high level of enquiries from individuals and organisations expressing

interest in representing us, therefore, we need an effective mechanism to separate those who have the

resources and commitment we are seeking from those who do not. If there were concerns over making

a relatively small investment in what is, in effect, your own business and future it would raise a question

over this.

Finally, we believe that this is a reasonable consideration because of the level of resources we have

invested. Enigin is the result of almost thirty years of product innovation and energy saving strategies and

our business partners can benefit immediately from this wealth of practical experience.

While we hope you will continue to do business with us long into the future the fact is you are not

restricted by an exclusive or restrictive licence agreement. In reality, once you graduate from the

Mindshare training course you are running your own business as an Independent Distributor in the Energy

Saving Business and you can buy as much or as little as you like from us with no obligations. You are also

free to source products from anywhere else on the global market if you believe there is a demand for it in

your territory.

9


10/19

North America and Canada

Full payment:The initial investment for setting you up with your own fully resourced and licensedAccredited Independent Distributorship with Enigin PLC is:

USD $34,450 which is the full and final initial payment for the Core Establishment Pack including

the preferential incentives detailed above.

Deferred option:USD $19,950 plus twenty quarterly payments of USD $1,200.

For precise details of each product offering please refer to the Schedules in the Standard Terms and

Conditions Of Appointment.

United Kingdom and Rest of World

Full payment:The initial investment for setting you up with your own fully resourced and licensed

Accredited Independent Distributorship with Enigin PLC is:

GBP 21,600 which is the full and final initial payment for the Core Establishment Pack including

the preferential incentives.

Deferred option:GBP 12,600 plus twenty quarterly payments of 750.

For the precise details of each option please refer to the Schedules in the Standard Terms and ConditionsOf Appointment.

Summary of Full Refund and Preferential Incentives:

As a further indication of our commitment to supporting our distributors; as soon as an Independent

Distributor, anywhere in the world, has achieved the modest projected level of sales specified within the

agreed time-frame, then the initial payment made as part of the initial license fee will be credited to the

distributors ECOS account.

Furthermore, on completion of first five sales to end-users (subject to verification), we will send you

21,600 RRP worth of Eniscope product FREE.

This represents the potential for a more than DOUBLE refund of the initial license fee.

In addition an extra delegate is invited to training.

Because we charge extra for the deferred payment option it is also relevant to note there is 6k

(USA $11k) saving in interest payments.

Put simply... with this opportunity you are actually investing in your own abilities and your own future.

If you require more information on any of these important financial matters, please speak to your

Business Manager

10


11/19

PROVING THE OPPORTUNITY

Every business opportunity carries with it an inherent risk. Since much of your success will depend on

how committed and experienced you are we cannot make any guarantees as to how well you will do.

However, what we can guarantee is that as a business development team we have helped many people

create businesses from scratch and go on to enjoy conspicuous success in this industry. Please take the

time to listen to some of the candid responses on the Privileged Information Area of our web site (www.

enigin.net/pia) from people who have graduated from our training programs.

A great deal of practical help and experience can be gained by sharing ideas and positive success stories

and this is something that we heartily encourage amongst our people. Additionally, we hold International

Conferences and Telephone Seminars with successful distributors focusing on specific strategies that are

working for them.

The Knowledge Base, which all Enigin distributors are given immediate access to, is the perfect platform

to interchange, encourage and benefit from the practical experience of others some who have spent

literally decades building successful businesses.

Our collective experience has shown that sharing experiences can be a hugely beneficial factor and an

excellent springboard for those wishing to accelerate the growth of their business. Once we know that

you are serious about this business opportunity we will be delighted to introduce you to others.

However in the meantime we would wish you to direct all your questions to Enigin Head Office.

We would also respectfully request that you refrain from approaching potential customers and using any

of our promotional material until at least your application is approved and ideally after you graduate from

training. We genuinely appreciate initiative and enthusiasm, but it is inappropriate for any interested party

to attempt, in any way, to actively promote any of our products until such time as they are formally ap-

proved to do so.

If you wish to make some tentative approaches to a few select companies to ascertain their potential

interests for; a range of load side energy saving products that are proven to save up to 85% on individual

applications and up to 40% across an entire organisation... then this is understandable. But you must

not make a connection with Enigin as this would almost certainly result in termination of all our discus-

sions. Please understand we simply cannot allow a situation where un-trained individuals are potentially

misrepresenting either the company or its products.

While it is prudent to evaluate the business potential and obtain some third-party feedback, it is

nevertheless important to appreciate that to a very large extent the success you enjoy in your new

business will depend on your own professional efforts and on your readiness to apply the many proven

business principles and strategies that the Mindshare Training Business Development Program will make

available to you. There are many, many, MANY individuals and organisations running very successful and

profitable businesses RIGHT NOW in the field of Energy Management and we can help YOU to do the

same. Remember there is success all around you the only variable is you!

11


12/19

ALLOCATING YOUR TERRITORY

One of the foremost benefits of owning your own business is that you have greater freedom of choice.

Because you have your own unique trading style you will have the option to expand and develop your

business into the territories and markets that prove to be most lucrative. In the fullness of time, as you

become more experienced, you may even wish to source additional energy saving solutions to compli-

ment the Enigin range of approved products and your agreement allows you do this without recourse.

This means that you will have the opportunity to ultimately grow your business to the size and turnover

you choose, be that Regional, National or even International.

However, where the distribution of Enigin products are concerned we need to have a structured and

co-ordinated approach so as to avoid a situation where more than one distributor is approaching thesame potential client.

The Enigin policy on distribution of the Enigin range of energy saving products therefore is simple; once

we have appointed and trained a distributor for an agreed territory who has over time demonstrated an

ability to conduct business professionally we will, at that point, refrain from appointing anyone else in the

same area. Each distributor must of course be pro-active in the marketplace, maintain a reasonable level

of profitable business, have the ability to maximise on the full potential of the territory and buy products

from us on a regular basis.

In this regard we will endeavour to ensure there is no conflict of interest with other distributors. However,

there are certain logistical and legal implications affecting restrictive covenants in some countries wherein

it may not only be impractical but we may not be allowed to restrict every persons scope of operation.

Our primary objective will always remain the same we do not wish to have more than one distributor for

Enigin products actively competing in the same marketplace, for the same client, and we will work loyally

and systematically to achieve this result wherever possible.

Importantly, we do not sell directly to the end user under any circumstances outside the UK. All enquiries

for products and services that we ultimately receive as a result of any pro-active marketing efforts would

be directed back to you.

If you are seriously considering applying for licensing rights to distribute our products and solutions

within a territory then it is advisable to check if there is still an opportunity in your area, as things change

quickly. In the past we have had to return deposits and reject otherwise good applications simplybecause the opportunity has, in the meantimeGONE! So, genuine enquiries should be progressed

without unnecessary delays.

12


13/19

EXCLUSIVE ENIGIN PLC PARTNERSHIP

OPPORTUNITY

Please note that although in the past some distributors have been allowed to trade as an Enigin

partnership, this is no longer routinely made available. While this Comprehensive Business Appraisal is

focussing exclusively on the Distributor opportunity, you may wish to know that under some exceptional

circumstances the company is still willing to consider granting exclusive partnership rights to business

professionals who can demonstrate they are high-achievers with a proven track record either from an

existing business or preferably as a successful Accredited Independent Distributor.

The structure would likely take the form of a newly incorporated ENIGIN legal corporation within the

partners territory with Enigin PLC retaining up to 20% shareholding in the new business.

The investment required for this exclusive partnership agreement will be determined by a number of

criterion not least of which is the level of training and support needed at the outset, the amount of

on-going management bandwidth required to support the partner during the first year, (which would

likely require multiple visits from Enigin Directors and/or members of the Senior Management Team to

help set up the business) and most importantly, the size of the fully exclusive territory being licensed.

However the smallest partnership is likely to require a substantial investment in working capital and

stock with 80,000 being the minimum license fee. Further information can be made available via your

Business Manager.

13


14/19

100% SATISFACTION GUARANTEE

We are so confident in the quality of this opportunity that we are able to offer you an unconditional, 100%

satisfaction or your money back guarantee. Specifically, if your Application is accepted, we will invite you

to share in the first day of the Mindshare Training Course where you will meet with Enigins Directors and

Key Team Members. You will also get to see live demonstrations of our Energy Saving Products in action.

If at the end of this period you are not 100% satisfied with the opportunity and you are not utterly

convinced that Enigin can help you to set up a highly profitable and rewarding Energy Saving Business

then just let us know, return the Business Establishment Pack, and we will refund your entire License Fee

no questions asked.

Whats more, as a gift to you for your trouble and to demonstrate that there are no hard feelings we willgive you a FREE copy of our highly acclaimed Customer Acquisition Training Course Winning More

Customers on DVD. This course has been used by the likes of Barclays Bank, Norwich Union and British

Glass and its uses an Energy Saving Solution as a training model. We have successfully retailed this

product at USD $ 1799 but we will be pleased to give you a FREE copy because we believe it will prove

to be an invaluable resource to you whether or not we ultimately work together..

14


15/19

COMPANY INFORMATION

Enigin was incorporated as a PLC in November 2006. However most of the management team have

worked together within the Energy Saving Business for a considerable time, during this period they have

gained significant practical experience in all aspects of this industry.

Enigin PLC is a completely independent organisation and not connected legally or financially to any other

company operating in the field of energy management. In the United Kingdom a PLC is governed by very

strict legal requirements and specific accounting policies, which makes the affairs of the company more

transparent and the directors and shareholders more accountable. Most people who have dealings with

a PLC appreciate having the reassurance of knowing that all of the Companys affairs have to be ful ly

audited independently to guarantee compliance with both Companies House legislation and the Law.

15

Registered Office:

Enigin Plc

Southview House

St Austell Enterprise Park

PL25 4EJ

United Kingdom

Company Registration number: 05984863

Solicitors:

Murrell Ashworth LLP

14 High Cross

Truro

Cornwall, TR1 2AJ

United Kingdom

Accountants:

Chapman Pugh

4 Tregarne Terrace

St AustellCornwall, PL25 4BE

United Kingdom

Directors and Shareholders:

Managing: I.A.B. Wrigley

Financial: E.W. Delaney

Marketing: T.A.B. Wrigley

Sales: B. Willcocks

Commercial: T. McMahon

Related Companies where individual shareholders

have a controlling interest:

Meridian South West Limited 100%

Hindel Limited 100%

Enigin Bank Details:

Bank:

Nat West Bank plc

Account Name:

Enigin plc

Sort Code: 01 09 51

Account No: 60050950

Swift: NWBKGB2LIBAN: GB76NWBK01095160050950


16/19

YOUR NEXT STEP

At the risk of stating the obvious, we are keen to find individuals and organisations of the right calibre to

represent Enigin and you are seeking to establish a new business to capitalise on the huge potential

within this industry. Hopefully we can soon reach a mutually satisfactory agreement, a win-win situation.

Our normal period of negotiation would be less than two months from initial enquiry to appointment.

In order to reach that goal effectively we would like to suggest the following milestones: -

Confidential Business Appraisal & Prospectus:

It is essential first and foremost that you are thoroughly familiar with both these documents as they havebeen prepared to give you the all-important information you need at this time. There is also a consider-

able amount of additional information provided to help you evaluate this Business Opportunity, which is

accessible via our various web-sites. Often people ask basic questions that are very comprehensively

covered already in the information we have made available.

Our objective up front is to provide you with an accurate and very meaningful understanding of our

business model enabling YOU to evaluate the potential and to ensure you have the skills and resources

you will need as we help you create your OWN successful business an Accredited Independent

Distributorship within the now well established, and rapidly growing, energy management industry.

Our administration desk will be happy to provide any help you need to ensure you have access to all the

necessary information; however they are not qualified or authorised to answer specific questions about

the business, beyond what is already provided, until we know a little more about who you are. However,

if you need help accessing any of the information please do not hesitate to call.

Fundamental to your ongoing success is our establishing a meaningful close working relationship, which

we can continue to build on in the future. All relationships are based on a mutual sharing of information,

ideas and understanding. So far in our relationship, with respect, it has been mainly a one way street

in that you know a great deal about Enigin but we know very little about you, your organisation or your

future ambitions and we would wish to redress that imbalance and get to know you better.

To this end we ask that once you have decided in principle that you wish to proceed further with a view

to ultimately seeking to form a strategic alliance with Enigin we would ask you as a next step to completeour Initial Strategy Document. You can access an online version of this document here

(www.enigin.net/isd).

We cannot discuss matters further at this stage, which are specific to your situation, until you complete

the Initial Strategy Document.

16
http://www.enigin.net/isdhttp://www.enigin.net/isd


17/19

Initial Strategy:

Once your Initial Strategy has been received, our administration desk will open a file for you and submitthis to one of our Business Managers. These qualified senior managers will seek to develop a close

working relationship with you. They have a thorough understanding of the needs of both Enigin and our

new applicants and will work with you step-by-step. They will continue to work with you even beyond

your appointment until you are fully integrated into, and completely confident within the organisation.

They have a vested interest in your continued success with your new business.

Initially, your Business Manager will assess the information you provide and as a result may need to

conduct some research on your behalf, including the potential in your region. They will also ensure there

is no conflict of interest with an existing distributor, that there is ample opportunity within the markets you

are seeking to develop and help you determine if your future expectations are reasonable.

Once they have a comprehensive picture they will contact you personally, preferably by telephone to

explore the possibility of establishing an agreement and determine, given all the circumstances, what

is the best course to take in order to progress the relationship further. It may be appropriate for you to

attend one of our forthcoming Open Days. You can meet us at our sales office in the Chrysler Building,

Manhattan, N.Y., or at our head office in the UK we like to maintain an open door policy.

At this stage neither you nor Enigin are under any obligation to proceed further if either party decides to

terminate the discussions.

Heads of Agreement:

However, your Business Manager will be keen to establish a Heads of Agreement with you as a basis on

which we are both willing to proceed to application. A Heads of Agreement will, in essence, be a concise

list of a few outstanding questions, issues, and important matters that, subject to resolving, there is a

mutual acceptance that you will submit an application within an agreed time frame. At this point you will

be introduced to one or more of the Company Directors who will take a personal interest in your case.

They will enter into more serious negotiation, expend Company resources and use due diligence with the

objective of assessing your suitability.

Once a Heads of Agreement has been firmed up we will be unable to continue adding additional points

or extending agreed deadlines because we wish to avoid protracted negotiations that ultimately lead to

nothing. In our experience decisiveness and integrity - the ability to make effective decisions and stick

with them - often translates to success in business.

Assuming we have completely satisfied all our respective concerns, we can arrange a decisive

meeting. This may involve a one-to-one meeting or, given logistical difficulties, a definitive telephone

conference call.

Once we have an agreement, you will then be asked to submit an application for consideration by the

Board of Directors.

17


18/19

Submitting Your Formal Application:

When you are in a position to submit a formal application it should be completed in full, signed andforwarded for the attention of The Board of Directors. A 20% deposit of the full License fee should

accompany the Application. This deposit is non-refundable if the Application is approved.

This arrangement is designed for serious candidates who are committed to starting the business, so

under no circumstances will we consider a formal Application unless it is accompanied by a minimum

of 20% deposit.

Your Business Manager will present your application to The Board of Directors on your behalf and make

their recommendations, thereafter all the facts will be considered. Our Board of Directors will review your

Application carefully and provide a decision within five working days from receipt. If your application is

accepted your appointment is binding on all parties. It will be subject to our Standard Terms and

Conditions of Appointment and will take immediate effect.

If we are not in a position to approve your Application your deposit will be refunded in full immediately.

However, if approved, the balance of the initial payment will be due within a further five working days

following the day of notification. Upon receipt of the balance you will be entitled to full access to the

Mindshare Training Course and Business Development Program along with all the items referred to in the

schedule. These can either be collected at training or we can arrange for immediate dispatch via your

chosen carrier.

Thank you for your continued interest in Enigin and the highly rewarding Energy Saving Business.

We hope that by reviewing this additional information it has helped you to appreciate more abundantly the

enormous benefits you can enjoy by starting your own Energy Saving Business with our help. If you needfurther assistance do not hesitate to give us a call. We thank you for taking the time to read this document

and wish you every success for the future. Enigin PLC, Board Of Directors.

18


19/19

The information in this document is provided for illustrative purposes only and must not be relied upon when assessing the potentialwithin a territory or Country where the examples may not always apply.

The business development opportunity offered by Enigin PLC through the mindSHARE program is designed exclusively for entrepreneurs.All interested parties are advised to use due diligence and seek independent legal and financial advice to help access the potential, and their suitability

as business owner/operators, before making an application to Enigin plc.Copyright Enigin plc 2009.

Business Prospectus

QMF 08 | Issue No. 3 | Effective date 22/06/10

stage 2 – confidential business prospectus

Documents