Athens, September 2010

Founders Quote

Dear entrepreneur,

“I would like to thank you for taking the time to read through our short company and business proposal.

After many years of hard work and commitment to quality and style, I am honored to welcome you to our Marasil family.

For us, designing children’s clothes is more than doing business the usual way; it is implementation of raw inspiration. It is experience transformed into children’s smiles. It is the feeling of satisfaction we see in the parents’ eyes. This is what keeps us going, the real motivating factor behind our success.

We take pride and joy in creating “Quality& Style” for our customers, partners and associates.

We strongly believe in achieving results, for us, our franchisees and the society we live in.

Adopting our philosophy and lifestyle is part of our turn-key cooperation package, which you hold in hands and which we prepared especially for you, our new partner, who will carry on the light and spirit of Marasil all over the world.

We promise to be on your site, to support and to guide you

Our franchise system is totally focused on you, being part of our Marasil family.

We look forward to working together in the future.

… caring for a better world for our children!

With compliments

Panagiotis Fragos

President & CEO

Who We Are

For more than 20 years, their smile has been for us

a source of inspiration and creation.

For more than two decades now, we have been at

the center of children‟s fashion.

Fragos S. A. was founded in 1987 and has since

then been active and successful in the field of

children‟s wear design, manufacture and retail

operations

Today, the heart of our company along with the

heart of children‟s fashion, beat in a privately

owned building at 423 Vouliagmeni Avenue in

downtown Athens, where our Head Offices are

housed.

Company‟s Key Facts & Info

Country of origin Athens, GR

Date established 1987

Franchising since 1997

Type of company S.A.

Company owned units 14

Franchise units 19

Outlet stores 4

Soft shops - corners 11

Company owned network 32%

Currently operating in countries Greece, Italy, S. Arabia, UAE, Cyprus

Expansion Worldwide

Network Demographics

Currently the Marasil int‟l network consists of:

480 Sales Points

in more than 65 cities

in 10 different countries, and growing.

Location of stores:

central high-end locations, malls, high volume

street markets, shopping parks, preferably in close

proximity of international children‟s fashion brands

All in all, a sound network that guarantees the

market visibility of the concept.

What We Do

We design, produce and distribute the crème de la crème of valued children‟s fashion clothes, and other children‟s apparel products for the modern customer who has demands on quality and style, putting children in the role of the everyday protagonist.

This protagonist is our favorite client, the one we love, the one we serve, the one who is destined to become a leader, the one who reflects our own passion and our own lifestyle – the Marasil lifestyle.

We consider children‟s fashion an expression. Fashion trends, are applied to the stylistic needs of the contemporary Marasil child with the strictest quality specifications.

From the style, to the cut, the fabrics, the stitching and the accessories, they are all worked and reworked to their minutest details.

MARASIL Today’s success, a promising future!

Marasil 's successful performance over the years

demonstrates a concept that fully covers the needs

of its target group and justifies the strategic

choices that were made over the years and

guarantees that it will continue to perform efficient

in the future.

Marasil 's performance and growth are indicative

of its dynamic presence and strong position in the

marketplace.

Sales over the last five years have been rising

steadily and placing it among the leading

European children‟s fashion brands in the market.

MARASIL Today’s success, a promising future!

The objective for the next five years is to

strengthen and develop its network of stores using

the franchising system and to expand further into

the European and international market.

Against the economic indicators of an even more

competitive environment, the company strategy is

to continuously improve Marasil and to make it

stand out from the competition, to further strengthen its position and image in the

marketplace while at the same time retaining its

unique profile.

Social Responsibility

The ethical foundation of Marasil is based on

corporate social responsibility. As a responsible

business we have adopted our role in the

communities in which we operate.

We are working towards sustainable responsibility,

operate and encourage corporate recycling

programs, research on using more sustainable raw

materials and try to be a fair partner to everyone

connected with our network.

Finally, we have adopted a common code of

conduct for all of the Marasil stores and

companies all over the world.

MARASIL – FRAGOS SA Code of Conduct

Preamble:

The afore-mentioned company and its franchisees in various countries.

These companies are aware of their ethical and social responsibility within the framework of their international business activity and, against this backdrop, have drawn up the following principles that, if not yet realized, are going to be implemented and developed in a sustainable cooperation with their business partners, franchisees and distributors. Against this backdrop, the companies declare the following:

I. Basis: Compliance with the prevailing standards is based upon national legislation.

II. Discrimination: We oppose discrimination based upon age, religion, race, social background, illness, disability, gender, faith or other personal qualities.

III. Freedom of association: In consideration of the respective legal conditions we respect the freedom of association and the right to free collective bargaining.

IV. Wage calculation: Within the framework of the payable wages we calculate on the basis of legal standards or standards obtained in wage agreements, customary at the location or within the industry in question. We aim at paying a socially acceptable wage covering the employee's costs of living.

V. Working hours and job safety: We comply with statutory working hours and job safety standards. Wherever there are no such standards, we create conditions in cooperation with the local partners, franchisees, distributors that make for sufficient times of rest and job safety for employees.

VI. Child and forced labor, violence: Child and forced labor are not tolerated. Regarding child labor, the Convention on the Rights of the Child of the United Nations shall apply unless national regulations provide for stricter provisions, which shall then prevail. Violence against employees, be it emotional, physical, sexual, verbal or of any similar kind, is not tolerated. Any contractual relations with suppliers and producers who tolerate such working methods shall be terminated forthwith.

VII. Ecological responsibility: We advocate a responsible use of resources at the largest possible avoidance of effects that damage the environment. Hazardous substances are avoided as far as the state-of-the-art technology allows it. We work upon the development of working methods that save resources and are free of hazardous substances.

MARASIL

The brand

A Global Brand with a global philosophy

addressing the contemporary

parent A contemporary shop, targeted

to the hearts of children

A Product – a smile – fun –

colors – beauty - only the best

Being proud of its choices Living now!

Our future!

Our children!

MARASIL “Every Kid’s First Clothes”

Unparalleled quality, great looks and unique style

fully covering the children‟s needs and desires, are

principle values in Marasil 's philosophy and they

are not open to negotiation!

Marasil is one of the leading brands in the world

of children's clothing. For years now Marasil

children's clothes have been creating a name for

themselves in the Greek, European and

international market.

Designed with particular care, sensitivity and love,

with new contemporary elements and style, with a

great range of patterns and colours available in

combination with the high quality, aesthetic and

practicality Marasil 's clothes have become a

reference point for children's clothing.

Today, Marasil clothes are 'every kid‟s first clothes‟

and the same time the best choice for parents.

MARASIL - The Product

Marasil clothes come in three basic collections:

Newborn, Baby, and Kid.

Marasil quality, for which the Company has been

known in the Greek market, is the result of many

factors: knowledge, experience, specialization,

organization, planning and above all dedication

and care for the product manufactured.

During the selection process for the most up-to-

date fabrics and materials Marasil’s employees

show great dedication and carry out long-term

tests.

MARASIL - The Product

As a result Marasil clothing (romper suits, sets,

pants, T-shirts, dresses, trousers, shirts, blouses,

pullovers, jackets, coats, baptism wear) is made

from cutting edge technology materials and

fabrics suitable for children's sensitive skin.

The Company‟s Design Department likewise pays

great attention to detail and quality in terms of

designs, colours, cuts, character and style,

durability and functionality.

Brand Pricing

Pricing of the MARASIL products can vary from one country to another, due to transport, customs and other

local expenditures.

Generally, the target pricing is to remain within the medium and upper medium level of any market‟s

pricing of similar products.

AVERAGE FOB Athens Price list - INDICATIVE PRICE LIST IN EURO

MARASIL KID (2Y-12Y) MARASIL BEBE(3M-36M) MARASIL NEWBORN (1M-12M)

DRESS: 20.25 DRESS: 15.60 DRESS: 16.10

SKIRT: 16.90 SKIRT: 15.60 SET: 15.25

BLOUSE: 9.45 BLOUSE: 7.80 CARDIGAN: 13.95

TROUSERS: 18.63 TROUSERS: 13.10 JACKET: 19.85

VERMUDA: 14.80 VERMUDA:10.10 CRAWLERS: 11.00

COLLANT: 7.60 COLLANT: 7.15

SHIRT: 16.85 SHIRT: 14.80

CARDIGAN: 17.60 CARDIGAN: 16.90

JACKETS: 23.20 JACKETS: 21.30

A Partner Based Strategy The Objective

The right product…

…at the right price

…of the best

quality

…in the right

quantity

…at the right

moment

… in the right place

A Consumer Based Strategy Our Means

A supply policy in short circuit

A high-performance information system

Expertise in product range management

Efficient distribution procedures

High-performance logistics

MARASIL Marketing

In a deregulated, globalised market, marketing is

of primary importance; it is the fertile ground in

which talent, inspiration and ideas can be

cultivated and developed in order to meet the

needs of a sensitive group: children.

Marasil’s entire business activity, commercial

policy and development, have been based on

procedures required by the rules of modern

marketing. In order to determine objectives and

company strategy, the Marketing Department

carries out market research, monitors and

analyzes global trends and developments on a

long-term basis, designs communication policy,

network development and merchandise.

Given the conditions in the competitive market,

Marasil processes the know-how to continuously

improve and adapt successfully to the needs of its

target market.

MARASIL Advertising

Marasil designs and implements a complete

communication strategy.

For years now Marasil has been consistently

communicating with the public to ensure that its

image and brand name are highly recognisable

and thoroughly accepted by the public.

Above the line advertising via television spots,

radio advertising, outdoor campaigns and full

coloured ads in magazines and below the line

advertising using various promotional measures

and other activities inside and outside stores, have

kept Marasil up to date and continuously increase

demand for its products. Modern outlook,

innovation, high aesthetics and creative approach,

dynamism and strategic choices are the main

characteristics of Marasil advertising approach,

which stands out making it the leader in its field.

MARASIL Advertising

Full coloured ads in magazines

Via dynamic photographs presented in the best,

properly targeted magazines and complete

presentations of its collections every season, Marasil

embraces the general public presenting its own special,

unique style.

In-store displays (decorative stands)

The company uses top-quality promotional material with

selected, enlarged subjects (vertical or horizontal stands)

for in-store decoration. These stands are used in window

displays, at cash registers or other visible points inside

stores.

Advertising bags

Paper bags with expensive shiny or matt paper, with 2

photographs from the relevant collection on two sides

are used helping to strengthen the image and brand

awareness of Marasil products.

MARASIL Advertising

Marasil catalogue

The Marasil catalogue contains the complete collection for every season.

This high quality, well-designed, impressive catalogue, presents Marasil fashion based on a specific concept,

thus promoting and emphasizing the unique aspects of the brand.

MARASIL Advertising

Television advertising

Brand advertising using TV Commercials with

nationwide coverage.

By choosing the appropriate channels and

programmes based on significant budget, the

Company advertises its image, style, quality and

the Marasil philosophy to ensure that Marasil

clothes are „every kid‟s first clothes„.

Marasil’s presence in the media is a constant

stream of exciting and interesting news.

Utilizing the power of the Web and the impact of

Social Media.

The MARASIL Franchise System

In a dynamically developing and international

business environment, the need to adapt to new

circumstances and to move away from old

practices is vital so that any company can ensure

its continual growth and development.

Today the ability to change is considered to be a

major competitive advantage.

For retail sale stores this means the existence of a

new, clear, unique concept that will differentiate

their concept and merchandise from the

competition and ensure a strong, and continually

improving position in the marketplace.

The MARASIL Franchise System

Marasil’s franchising system ensures and

guarantees this performance, with various benefits

such as:

A powerful position in the marketplace offered by a

dynamic brand name

A complete turn-key package that enables rapid

market penetration

Effective and sophisticated support procedures

High quality, competitive products with a strong

image protection and coverage against the

competition

In the children's clothing sector, placing your store

under the Marasil umbrella is a strategic decision,

which guarantees you the security growth that only

a leading company like Marasil can provide.

Cooperation & Benefits

The Marasil network operates as a protective

shield for the modern businessman.

Using sophisticated procedures and high-end

technology enables our qualified support team to

be “Your Partner” lending a hand whenever

needed.

Cooperation and support is a cornerstone of the

Marasil Franchise philosophy.

Substantial support is a choice, Marasil’s choice,

for our franchisees.

Cooperation & Benefits

Our Franchisees have a significant advantage compared

to the competition since they are offered:

Security due to the prestige, dynamism and financial status of

Fragos S.A.

A brand name with a high brand image and high brand

awareness

A fully integrated business package

Strong purchasing power via the network established by

Fragos S.A.

Complete collections of clothing for all children regardless of

sex, age and for all social occasions with high quality and at

affordable prices

Advantageous financial cooperation terms

Marketing & PR support

Organised, and reliable merchandise deliveries

Significant profit margins

Benefits & Advantages

Preparation and Organisation

Advice and guidance in selecting and evaluating the appropriate store location

Guidance in the design and layout of the store

Advice on management issues, profitability control factors etc

Initial training provided

Zero entry fee policy

Services provided on a continuous basis

Ongoing essential support without the obligations to pay royalties

Staff training and development using innovative training methods

Support in the evaluation of the local market to increase store competitiveness

Support in local marketing and guidance on CRM procedures, client loyalty programs and more

The MARASIL

Store Philosophy & Image

Uniformity in the image and the layout in which Marasil

stores are presented, are some of the basic features of

the network, which instils a sense of quality and trust in

the Marasil brand name to the consumer‟s mind.

All Marasil stores have been developed based on a

specific and defined image, in terms of architectural

design, the furnishings quality and the functionality of the

store.

The shop atmosphere, the purity and features of the

interior of Marasil stores is strengthened by the furnishing

used, with exceptional colour combinations within the shop

and last but not least by the careful placement of the

clothing and accessories.

Consumers looking for a friendly, warm environment will

find it inside every Marasil store.

MARASIL

Concept Store Philosophy

Marasil stores provide exceptional customer services and care, depending on each customer‟s needs and budget, within a pleasant and relaxed environment.

Even more: Marasil Stores provide a shopping experience to our “little consumers”, creating a playful, friendly, warm atmosphere, which will stimulate parents and young children alike.

Shop Location

Based on strategic planning, each Marasil store should be located in central high-end locations, malls, high volume street markets, shopping parks, preferably in close proximity of international children‟s fashion brands

Size

The main store area should be 80 – 100 m2 or over and the shop front window should be not less than 5 m.

MARASIL

Concept Store Philosophy

Merchandise

All Marasil stores offer the full range of Marasil

clothes and accessories covering all the needs of

children aged from 0-12 years.

Furnishing & Decor

Furnishing for the interior, décor, lighting, flooring,

window displays, cloakrooms, counters and cash

desks follow a uniform layout look and feel.

Guidelines are prepared by Marasil and

implemented by local franchisee.

Strong Visual Merchandising

Our Partner - Franchisee

Marasil places great importance in the selection of the right franchisee.

Our Franchisee should be dynamic, reliable, with a clear business vision, a team player ready to successfully adapt to changes in his local market.

Associates should be able to follow policies and procedures of the system and of the mother company and to adapt to the rest of the network, thus conveying the

Marasil concept in every business activity.

Prerequisites required to commence collaboration are:

a store in a central area, pedestrian road or in a central Mall

trust in franchising

adequate finances to open and run a Marasil store

excellent communication and cooperation skills.

We do not need to stress that we do value personal qualities, managerial capabilities in addition to a reasonable liquidity, which is needed to finance the

Marasil Franchise project.

Next Steps & Crital Milestones

Grand opening is scheduled

The construction of the shop starts - Key-personnel is trained

The MARASIL shop starts operating in the new market

MARASIL visits the territory and approves the location

The franchise agreement is signed with a typical term between 6 and 9 years

We issue the architectural plans and guidelines for the creation of the MARASIL store

Get to know the MARASIL concept, philosophy, products

Come and visit us at our head offices and discuss with all of our key managers Find the right location for the MARASIL shop

MARASIL

For any information please feel free to contact us at

sales@easyfranchise.gr

NOTICE REGARDING FRANCHISE OFFERS OR SALES:

This information is not intended as an offer to sell, or the solicitation of an offer to buy a franchise. It is for information purposes only.

There are approximately 19 countries that regulate the offer and sale of franchises. The countries are Australia, Belgium, Brazil, Canada (provinces of Alberta, Ontario and Prince Edward Island), China, France, Indonesia, Italy, Japan, Lithuania, Malaysia, Mexico, Romania, Russia, South Africa, South Korea, Spain, Taiwan and the United States of America. If you are a resident of one of these countries, and are receiving this message in one of these states or countries, or intend to operate a franchise in any of these states or countries, we will not offer you a franchise unless and until we have complied with any applicable pre-sale registration and/or disclosure requirements in the applicable jurisdiction. This offering is not an offering of a franchise.