The Franchise Company

This Agreement is made and entered into by and between The Franchise Company located at 3625 Thousand Oaks Blvd., Suite 228, Westlake Village, California 91361 (hereinafter TFC) and __________________________________________________________________ (hereinafter Client) effective this ____ day of ________________, 20__.

WHEREAS, TFC has experience in the development of franchising and business opportunity systems, including Agreements, offering circulars, registration materials, operating manuals and forms, training programs, marketing brochures, franchisee support programs, and related services; and

WHEREAS, Client desires to develop a business opportunity sales program and to market that program on a regional, national and international basis;

NOW, THEREFORE, in consideration of the foregoing and the promises contained herein, the parties hereto agree as follows:

I. Document Preparation

A. Business Opportunity Agreement and Disclosure Document

Preparation of the Business Opportunity Sales Agreement and Disclosure Document ("Documents") requires a fee of $5,000 payable by cashier's check or interbank transfer, which initiates the process. We will then ask you to supply the answers to our detailed Questionnaire and return these responses to TFC together with any additional written materials that describe your services and/or products. Based upon the completed questionnaire and other information from Client TFC shall develop the Documents and present the final product for the use of Client. Unless otherwise directed by Client, these documents will comply with the California Seller Assisted Marketing Plan Act which is similar to most other state requirements.

B. Consulting Services

1. Marketing Brochure

If requested by Client, and for an additional fee of $750, TFC shall consult with and instruct Client in the development of the layout and wording for a business opportunity marketing brochure to be used by Client as a marketing tool in the offering of its business opportunity (Brochure). Based upon the prior documents and the discussions between the parties hereto TFC shall provide Client with the suggested wording and suggested layout for the Brochure.

2. Business Operating Manual

If requested by Client, and at an additional cost of $1,250, TFC shall develop a Business Training and Operating Manual (Manual). This Manual will be used by Client in the training of business opportunity purchasers and used by them as guidelines for the operation of the purchased business opportunity.

3. Business Opportunity Registration Assistance

As requested by Client, and for a fee of $500 for each such request, TFC shall assist Client in the preparation and filing of applications for registration of the Business Opportunity with state regulatory agencies which require such registration, filing or review. There are currently 23 such states. This service will be provided on a state by state basis in those jurisdictions in which Client informs TFC of the desire to market its franchises. All state filing fees are the sole responsibility of Client and generally cost about $100 to $200 per state. There shall be no service charge for assistance in registering your Business Opportunity program in the state in which you reside.

4. Support Programs

TFC shall provide consulting services to Client for a period of ninety (90) days following mailing to Client of the completed Documents. These services shall include advice on sales procedures and other operating questions. There shall be no extra fee or charge for this assistance.

With respect to the provision of each of the above consultation services for which no extra fee or charge is being made, it is specifically understood by Client that TFC shall provide such consultation by facsimile transmission, e-mail through Internet services and/or regular mail. This will provide a complete record of all communications and advice and will considerably reduce the cost to both parties.

If Client desires continuing operational, marketing and advertising consultation and management services following the aforementioned sixty (60) day period, TFC shall provide such services for a monthly retainer of $200 per month payable at the commencement of such services and on the same date of each month thereafter for which such services are to be provided. If, at any time, Client no longer desires the services of TFC, Client may simply notify TFC that the next month's retainer will not be paid.

II. Expenses

TFC shall pay its own expenses of word processing, typing, photocopying and mailing of materials prepared on behalf of Client as well as telephone communications made by TFC on behalf of Client.

Client shall reimburse, on an as-billed basis, for any travel and room and board expense incurred by TFC on behalf of Client provided that the incurring of any such expense has received the prior written or e-mail approval of Client.

Client agrees to pay for all printing costs of the Documents, brochures, advertisements and for all photography and camera-ready artwork and all other advertising and marketing materials which may be suggested or produced.

Client agrees to pay for all fees or charges of any regulatory or governmental agency for registration or other documentation of the offering of sale of Client's business opportunity.

III. Cooperation

Client acknowledges that its cooperation is essential to the timely completion of the services to be performed by TFC pursuant to this agreement. Therefore, Client agrees to make its staff and facilities available to TFC upon reasonable request and to promptly provide TFC with all materials so requested and to timely respond to inquiries of TFC.

IV. Confidentiality and Non-Competition

TFC hereby covenants and agrees that any and all information received from Client shall be treated as absolutely confidential and shall not be divulged to any person or entity for any purpose whatsoever without the specific, written or e-mailed permission of the person signing below on behalf of Client. TFC further agrees that it will not compete in any manner at any time in any business or venture related to the business of Client unless at the specific written request of Client.