PLANET
      BEACH FRANCHISING CORPORATION FRANCHISE

    AGREEMENT
      DATA SHEET 

     

    1.
      Name
      of Franchisee: __________________________________________ Partner or Spouse:
      __________________________________________ 

     

    2.
       Franchisee’s
      Address: __________________________________________ 

     

    3.
      Licensing Agent:  __________________________________________
      

     

    4.
      Franchisee's Territory: __________________________________________ 

     

    5.
      Franchisee’s Telephone Number: 

     

    6.
      Franchisee’s Cell Number: __________________________________________


     

    7.
      Franchisee’s Facsimile Number: 

     

    8.
      Franchisee's E-Mail Address: __________________________________________


     

    9.
      Initial Franchise Fee: 

     

    10.
      Amount Paid: 

     

    11.
      Amount Due: __________________________________________ 

     

    12.
      Effective Date: 

    


    Agreement
      Exceptions: 

     

    The
      information contained in this Data Sheet is incorporated by reference into
      the
      Planet Beach Franchising Corporation Franchise Agreement. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PLANET
      BEACH FRANCHISING CORPORATION SINGLE UNIT FRANCHISE AGREEMENT 

     

    TABLE
      OF
      CONTENTS 

     

    
      	
              Background
                

            	
              3

            
	
              1.
                FRANCHISE GRANT 

            	
              3

            
	
              2.
                LOCATION AND SITE CONSTRUCTION 

            	
              3

            
	
              3.
                TERRITORY 

            	
              4

            
	
              4.
                TERM AND RENEWAL 

            	
              5

            
	
              5.
                CONSTRUCTION OF SPA 

            	
              6

            
	
              6.
                TRAINING 

            	
              6

            
	
              7.
                CONFIDENTIAL OPERATIONS MANUAL 

            	
              8

            
	
              8.
                APPLICABLE LAWS AND LICENSING REQUIREMENTS 

            	
              8

            
	
              9.
                OPENING 

            	
              8

            
	
              10.
                CONSULTATION AND ADVICE 

            	
              9

            
	
              11.
                YOUR OBLIGATIONS 

            	
              9

            
	
              12.
                INITIAL AND CONTINUING FEES 

            	
              12

            
	
              13.
                PROPRIETARY MARKS AND COPYRIGHTS 

            	
              13

            
	
              14.
                CONFIDENTIAL INFORMATION 

            	
              14

            
	
              15.
                MARKETING 

            	
              15

            
	
              16.
                INSURANCE 

            	
              16

            
	
              17.
                BOOKS, RECORDS AND REPORTS 

            	
              17

            
	
              18.
                ACCOUNTING 

            	
              17

            
	
              19.
                INSPECTIONS 

            	
              18

            
	
              20.
                COVENANTS 

            	
              18

            
	
              21.
                INDEPENDENT CONTRACTOR; INDEMNIFICATION 

            	
              19

            
	
              22.
                NOTICES 

            	
              19

            
	
              23.
                SALE OR ASSIGNMENT 

            	
              19

            
	
              24.
                TERMINATION 

            	
              22

            
	
              25.
                YOUR OBLIGATIONS UPON TERMINATION 

            	
              24

            
	
              26.
                CHOICE OF LAW; DISPUTE RESOLUTION 

            	
              26

            
	
              27.
                CONSTRUCTION

            	
              28

            
	
              28.
                PERSONAL GUARANTY OF SHAREHOLDERS, PARTNERS, MEMBERS AND MANAGERS
                

            	
              29

            
	
              29.
                REPRESENTATIONS AND ACKNOWLEDGMENTS

            	
              29

            


    

     

    Exhibits
      to Planet Beach Franchising Corporation's Single Unit Franchise Agreement


     

    Exhibit
      A
–Authorized Products and Services Exhibit B —Approved Location and Territory
      Addendum Exhibit C —Guaranty Agreement and Acknowledgment by Guarantor Exhibit D
—Rider to Lease Exhibit E —Confidentiality and Non-Competition Agreement Exhibit
      F —Conditional Assignment of Telephone Numbers Exhibit G —Statement of
      Prospective Franchisee 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PLANET
      BEACH FRANCHISING CORPORATION SINGLE UNIT FRANCHISE AGREEMENT


     

    THIS
      FRANCHISE AGREEMENT (the "Agreement") is made as of the Effective Date set
      forth
      on the Data Sheet of this Agreement between Planet Beach Franchising
      Corporation, a Louisiana corporation with an address at 5161 Taravella Road,
      Marrero, Louisiana 70072 ("Planet Beach"), and the Franchisee identified in
      the
      Data Sheet ("you"). The information contained in the Data Sheet is incorporated
      into this Agreement. 

     

    BACKGROUND
      

     

    A.
      Through the expenditure of money, time and effort, Planet Beach has developed
      a
      distinct and proprietary method business format for the operation of tanning
      spas (the “System”), the distinguishing characteristics of which include
      proprietary operating procedures and standards and specifications for products
      and services, as amended from time to time in Planet Beach’s sole discretion.


     

    B.
      The
      System is identified by proprietary trademarks, service marks, trade dress,
      logos and other indicia of origin including, without limitation, the trade
      name
      and service mark “Planet Beach Tanning Spa” (the "Proprietary Marks”).


     

    C.
      Planet
      Beach offers franchises to qualified individuals for the right to use the System
      and Proprietary Marks at a single approved location (the “Spa”). 

     

    D.
      You
      have applied to Planet Beach for the right to operate a Spa pursuant to the
      terms of this Agreement, and Planet Beach has approved your application in
      reliance upon all of the representations made in your application, including
      those concerning your financial resources, your business experience and
      interests, and the manner in which the franchise will be owned and operated.
      

     

    E.
      You
      acknowledge that you have read this Agreement and Planet Beach's Uniform
      Franchise Offering Circular, and that you have been given an opportunity to
      obtain clarification of any provision that you did not understand. You also
      understand and agree that the terms and conditions in this Agreement are
      necessary to maintain Planet Beach's high standards of quality and service,
      and
      the uniformity of those standards at all Planet Beach Tanning Spas.


     

    AGREEMENT
      

     

    NOW
      THEREFORE, in consideration of the mutual covenants contained herein, and for
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, the parties hereto, intending to be legally bound, mutually
      agree as follows: 

     

    1.
      FRANCHISE GRANT 

     

    Planet
      Beach grants to you, and you hereby accept, a nonexclusive franchise to
      establish and operate one Spa pursuant to the terms of this Agreement. This
      Agreement does not give you the right to establish additional Spas.


     

    2.
      LOCATION 

     

    2.1.
      Approved
      Location.
      You
      shall operate your Spa only from the Approved Location identified in, or (if
      the
      parties have not agreed upon a location at the time this Agreement is signed)
      to
      be identified, in the Data Sheet. You may not offer or sell any products or
      services offered by the Spa at or from any location other than the Approved
      Location. You may not conduct any other business from the Approved Location.
      

     

    
      
        
        

      

      
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    2.2.
      Site
      Selection. If you do not execute a Preliminary Deposit Agreement, then you
      must
      obtain a site for the Spa within 120 days from the Effective Date set forth
      on
      the Data Sheet (“Site Selection Period”) either by (i) entering into a lease or
      sublease with the owner of a site or the prime tenant having possession of
      a
      site which is mutually acceptable to you and Planet Beach; or (ii) purchasing
      real estate which is mutually acceptable to you and Planet Beach. Prior to
      the
      expiration of the Site Selection Period, upon your written request, Planet
      Beach, in Planet Beach’s sole and absolute discretion, may elect to extend the
      Site Selection Period. Upon location of a proposed site, you must provide Planet
      Beach such site information as Planet Beach may reasonably request to evaluate
      the proposed site for compliance with Planet Beach’s then-current site selection
      criteria. Planet Beach will notify you of its acceptance or rejection of the
      proposed site within 30 days after receiving all requested information. Planet
      Beach’s acceptance of a site does not constitute any representation or guarantee
      concerning the site’s viability or success. You are solely responsible for
      selecting a site for the operation of your Spa. 

     

    2.3.
      Lease.
      If you
      do not execute a Preliminary Deposit Agreement, then the following must occur:
      If you elect to lease premises for your Spa, you must submit a copy of your
      proposed lease for Planet Beach’s approval prior to execution. Planet Beach will
      notify you of its approval or disapproval within 30 days from its receipt of
      the
      proposed lease. Planet Beach has the right to condition its approval of the
      lease on, among other things, the landlord’s execution of the Rider to Lease
      attached as Exhibit D to this Agreement. Your lease must provide that all signs
      erected at or installed upon the leased premises shall be deemed not to be
      fixtures, shall not become a part of the leased premises, and may be removed
      upon expiration or termination of this Agreement. You must obtain a waiver
      of
      any lien or right of lien on signs to secure payment for any obligation due
      to
      the landlord under the lease. You must deliver an executed copy of the lease
      to
      Planet Beach within 15 days after the execution of the lease. Planet Beach's
      acceptance of the lease terms does not constitute an expression of Planet
      Beach's opinion regarding the terms of the lease or the viability of the
      location. 

     

    1 Relocation.
      Planet
      Beach will permit you to relocate your Spa to a new approved location within
      the
      Territory, at your expense, if you lose the right to possess the premises
      through no fault of your own, or if the Spa is destroyed by vandalism, fire
      or
      act of God. Planet Beach will approve the new site if it meets Planet Beach’s
      site selection criteria. You have no right to relocate the Spa without Planet
      Beach's prior written consent. 

     

    2 TERRITORY
      

    


    3.1.
      Territory.
      During
      the term of this Agreement, so long as you are in substantial compliance with
      the terms and conditions of this Agreement, Planet Beach will not establish
      or
      locate, or grant any third party the right to establish or locate, another
      Planet Beach Tanning Spa using the System and Proprietary Marks within the
      Territory identified, or to be identified, in the Data Sheet, except as set
      forth in paragraph 3.2 below. This Agreement does not grant you any other
      territorial rights. 

     

    3.2.
      Reservation
      of Rights.
      Planet
      Beach retains the right, among others, to: (i) establish and grant others the
      right to establish Planet Beach Tanning Spas outside the Territory; and (ii)
      use
      the Proprietary Marks in alternative forms of distribution for selling its
      products including, but not limited to, tanning beds, lotions and other
      products. Such forms of distribution include, without limitation, offering
      Planet Beach products within health clubs, beauty salons, spas, stores,
      boutiques and other locations, as well as through fixed stores, the internet
      and
      mail order sales. 


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      
        4.
          TERM
          AND RENEWAL 

      

    

     

    4.1.
      Term.
      The
      initial term of this franchise shall begin on the Effective Date set forth
      on
      the Data Sheet by Planet Beach and shall expire at midnight on the fifteenth
      anniversary of the Effective Date. 

     

    4.2.
      Renewal.
      You
      have the right to renew this Agreement for perpetual consecutive additional
      5-year terms, if you meet the following conditions: 

     

    
      	 	
              4.2.1.
                

            	
              You
                are in compliance with all the terms and conditions of this Agreement
                at
                the time of renewal and have substantially complied with the terms
                of this
                Agreement and with the operating standards and criteria established
                by
                Planet Beach throughout the initial term and any renewal term of
                this
                Agreement; 

            


    

     

    
      	 	
              4.2.2.
                

            	
              You
                have satisfied all monetary obligations owed to Planet Beach and
                its
                affiliates; 

            


    

     

    
      	 	
              4.2.3.
                

            	
              You
                are in compliance with all other agreements between you and Planet
                Beach
                and/or its affiliates; 

            


    

     

    
      	 	
              4.2.4.
                

            	
              You
                have provided Planet Beach with written notice of your intention
                to renew
                the Franchise Agreement at least 90 days but not more than 180 days
                prior
                to expiration of the then-current term;


            


    

     

    
      	 	
              4.2.5.
                

            	
              You
                have the right to remain in possession of the Spa premises, or you
                have
                secured other premises acceptable to Planet Beach for the renewal
                term;
                

            


    

     

    
      	 	
              4.2.6.
                

            	
              At
                Planet Beach's request, you effectuate, at your expense, any changes
                in
                services, facility, items offered or business system so as to reflect
                Planet Beach’s then-current image including interior and exterior design
                or offerings of Planet Beach Tanning Spas;


            


    

     

    
      	 	
              4.2.7.
                

            	
              You
                execute Planet Beach's then-current form of franchise agreement,
                which may
                vary materially from the terms of this Agreement and may include,
                without
                limitation, higher royalty and marketing fees. The renewal franchise
                agreement, when executed, will supersede this Agreement in all respects;
                and 

            


    

     

    
      	 	
              4.2.8.
                

            	
              You
                sign a general release in the form prescribed by Planet Beach, in
                favor of
                Planet Beach and its affiliates and their respective officers, directors,
                agents, and employees, for all claims arising out of or related to
                this
                Agreement or any related agreements with Planet Beach or its affiliates.
                

            


    

     

    
      
        
        

      

      
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    5.
      CONSTRUCTION OF SPA 

     

    After
      you
      identify a site for the Spa and are approaching lease execution, you will engage
      Linear Architecture or the Design and Construction Department of Planet Beach
      to
      conduct a site survey at your potential location. At this time, you will also
      engage the Design and Construction Department of Planet Beach to assist you
      with
      the layout and design of your Spa. Planet Beach will provide you with
      construction drawings that consist of the following: Sheet 1 Existing Conditions
      and Proposed Layout, Sheet 2 Finish Schedule and Wall System Details, Sheet
      3
      Electrical & Low Voltage Layout, Sheet 4 Lighting Layout, Sheet 5 HVAC
      Layout and Sheet 6: Typical Interior Elevations. These services (Planet Beach
      Construction Drawings) are provided to you at a cost of $2,500. The drawings
      provided by Planet Beach DO NOT include Mechanical, Electrical and Plumbing
      drawings (MEPs). Upon completion of the construction drawings provided by Planet
      Beach, you will engage Linear Architecture to obtain the Mechanical, Electrical
      and Plumbing (MEP) Drawings. Linear Architecture is capable of completing,
      stamping and submitting MEP Drawings that are compliant with local building
      requirements and specifications to Franchisees in all 50 states. Upon completion
      of the MEP Drawings, the approved general contractor will obtain a building
      permit, construct the interior of your store, install the store components
      such
      as modular walls, retail fixtures and interior signage and manage your project
      from permit submittal to certificate of occupancy in accordance with approved
      PBFC plans. You will remain responsible for all costs of and connected with
      design and construction, including, but not limited to construction drawings,
      architectural and/or engineering drawings, including stamps and seals, fees
      associated with obtaining building permits, leasehold improvements, equipment,
      furniture, fixtures and signs, and you must bear the cost and responsibility
      for
      compliance with state or local ordinances, rules and regulations, including
      those related to zoning. 

     

    


    6.
      TRAINING 

    6.1.
      Initial
      Training Program.
      Within
      6-months of the Effective Date of this Agreement and prior to 30-days of the
      opening of your Spa (the "initial training period"): Each franchisee (if the
      franchisee is not a limited liability company) and your designated Spa manager
      (director) shall satisfactorily complete all of Planet Beach’s required training
      programs as defined in paragraphs 6.1.1, 6.1.2, 6.1.3 and 6.1.4 below. Planet
      Beach will provide you with access to classroom training through Franchisee
      and
      Director School. Each of your additional or replacement directors are required
      to successfully complete all required director training programs to Planet
      Beach's satisfaction within 30 days of assuming management responsibilities.
      You
      are solely responsible for full payment of the monthly Education & Training
      fee beginning with the month of your lease signing. This fee provides a single
      location with access to all certification and training programs for you, your
      designated director and your staff. You shall be solely responsible for all
      other training-related expenses including, without limitation, travel expenses
      to and from the training site, lodging accommodations, dining expenses, and
      salaries for your employees. 

     

    6.1.1.
      Planet
      Beach University Online Certification Program.
      Each
      Franchisee and spa employee must successfully complete all required courses
      and
      certifications of Planet Beach University Online, a web-based training and
      certification program, according to the training schedule provided to you at
      announcement of franchise agreement signing and elaborated on at Franchisee
      Orientation. 

     

    6.1.2.
      Franchisee
      and Director School.
      You and
      every franchisee signing this agreement must attend and complete Franchisee
      and
      Director School, currently a 5-day program conducted at Planet Beach's
      headquarters or other meeting facility designated by Planet Beach. In its sole
      discretion, PBFC may adjust the duration of Franchisee and Director School
      by
      one or more consecutive days. 

     

    6.1.3.
      Operator
      Certification.
      You and
      every franchisee and spa employee who works with customers as an operator in
      any
      franchise location must successfully complete a nationally recognized indoor
      tanning operator certification prior to working in a location. 


    
      
        
        

      

      
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    6.1.4.
      Onsite
      Grand Opening Training. You
      and
      your initial staff must successfully attend and participate in your Spa’s Grand
      Opening Training Program. This consecutive 5-Day Program will be conducted
      by
      your Grand Opening Specialist, at your Spa, within two weeks of the opening
      date
      of your first location. Franchisee owner-operators, Spa Directors and Associates
      (Consultants) are required to be present on each day of the Onsite Grand Opening
      Training. 

     

    6.2.
      Training
      Program for Spa Consultants. During
      the initial training period, your Spa Director must satisfactorily complete
      all
      required courses and certifications of Planet Beach University Online prior
      to
      working in a franchise location and/or attending Franchisee and Director School.
      Spa Directors must attend Franchisee School within 30 days of their employment.
      Spa Directors must also be present for the duration of your Spa’s Onsite Grand
      Opening Training. You are responsible for any and all additional
      training-related expenses. Replacement Directors must complete all required
      courses and certifications of Planet Beach University Online, indoor tanning
      operator certification and attend Franchisee and Director School within 30
      days
      of employment. You are responsible for any and all additional training-related
      expenses. 

     

    6.3.
      Training
      Program for Spa Consultants. During
      the initial training period, your employees ("Spa Consultants") must
      satisfactorily complete all required courses and certifications of Planet Beach
      University Online and indoor tanning operator certification prior to working
      in
      the Spa and prior to Grand Opening Day. Spa Consultants must also be present
      at
      your Spa’s Onsite Grand Opening Training. All replacement Consultants must
      satisfactorily complete all required courses and certification of Planet Beach
      University Online and complete indoor tanning operator certification within
      30
      days of their employment. You are responsible for payment of any and all
      additional training-related expenses for your associates. 

     

    6.4.
      Training
      Program for Assistant Spa Directors. PBFC
      does
      not specifically require you to hire someone to fill the position of Assistant
      Spa Director in your location, but does strongly recommend this for maximum
      production. Should you choose to hire an Assistant Spa Director before your
      store opens, he or she must satisfactorily complete all required courses and
      certifications of Planet Beach University Online prior to accepting the position
      of Assistant Spa Director. Completion of Franchisee School and Advanced Spa
      Management Training are not required unless your Assistant Spa Director works
      more than 30 hours per week. All Assistant Spa Directors must be present for
      the
      duration of your Spa’s Onsite Grand Opening Training. Assistant Spa Directors
      hired after Spa opening must complete required courses and certifications of
      Planet Beach University Online, and attend Franchisee School (when applicable)
      within 30 days of their employment. You are responsible for tuition charges,
      online certification charges and any related expenses. 

     

    6.5.
      National
      Indoor Tanning Certification.
      During
      the initial training period, you and your Designated Spa Director, Spa
      Consultants, bed cleaners and any and all other individuals who may interact
      with customers during the daily business of the Spa must successfully complete
      a
      national indoor tanning Spa operator certification program ("Certification"),
      at
      your expense. Planet Beach accepts those national training certification
      programs that are recognized by the Food and Drug Administration or by an
      individually regulated state. New or replacement Directors and Consultants
      must
      obtain Operator’s Certification within 30 days of their employment.



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    6.6.
      Additional
      Training Programs and Seminars.
      Planet
      Beach has the right, but is not obligated, to provide continuing education
      training programs or seminars for previously-trained franchisees and directors,
      assistant directors and consultants and to require you to attend and
      successfully complete these programs or seminars. Planet Beach will not require
      your attendance at more than three programs in any calendar year and each
      mandatory program shall not exceed 5 days in duration. You are solely
      responsible for tuition and all training-related expenses including, without
      limitation, travel expenses, living and dining accommodations, and employee
      salaries. 

     

    1 Attendance
      at Annual Conventions.
      You
      must attend all Planet Beach's Annual Conventions unless exigent circumstances
      exist and you receive Planet Beach's prior approval not to attend, or in the
      event that the nature of the exigent circumstances renders obtaining prior
      approval impracticable, you must notify Planet Beach of the reasons for your
      non-attendance as soon as it becomes practicable. All costs related to the
      Annual Convention, including but not limited to, travel expenses, lodging and
      entertainment shall be your sole responsibility. 

     

    2 CONFIDENTIAL
      OPERATIONS MANUAL 

    


    You
      are
      entitled to view Planet Beach’s confidential operations manual (the “Operations
      Manual”), containing policies, procedures, standards, specifications and methods
      of operating a Planet Beach Spa. Planet Beach has the right to amend and
      supplement the Operations Manual from time to time in its discretion. The
      contents of the Operations Manual are protected by the Copyright law of the
      United States and may not be disclosed to any person or entity not affiliated
      with Planet Beach and may not be duplicated, copied, reproduced or altered
      in
      any way. Planet Beach will post its Operations Manual on its website, accessible
      only to Planet Beach and its franchisees; it shall be in "read only" format
      and
      may not be downloaded, saved, copied, duplicated, distributed or altered in
      any
      way. A violation of Planet Beach's copyright will be punishable to the maximum
      extent permitted by law. 

     

    8.
      APPLICABLE LAWS AND LICENSING REQUIREMENTS 

     

    You
      must
      obtain and maintain all permits, licenses, and registrations required for the
      lawful operation of your Spa and comply with all health and safety codes. Upon
      written request, Planet Beach may provide you reasonable assistance in complying
      with applicable licensure requirements. You must provide Planet Beach with
      copies of all permits, licenses and registrations within 30 days of opening
      your
      Spa. 

     

    9.
      OPENING 

     

    9.1.
      Opening
      for Business.
      You
      must open the Spa for business within 275 days of execution of this Agreement.
      If you cannot open within 275 days due to vandalism, fire, act of God or other
      circumstances beyond your control, you must request an extension from Planet
      Beach immediately, which extension will not be unreasonably withheld. It is
      your
      sole responsibility to ensure that your Spa opens within 275 days of execution
      of this Agreement. You may not open the Spa for business until a Planet Beach
      Representative has approved the Spa for opening. 

     

    9.2.
      Grand
      Opening Advertising.
      During
      the 15 days immediately prior to the scheduled grand opening of your Spa for
      business and for the first 30 days after the grand opening of your Spa, you
      must
      expend at least $10,000 on grand opening advertising and promotion within your
      Territory. You shall make such expenditure in accordance with Planet Beach's
      written requirements and specifications. Within 60 days of the Spa's opening,
      you shall supply Planet Beach with written evidence (by means of cancelled
      checks, paid invoices, copies of advertisements) of the purchase and publication
      of such grand opening advertising, promotion and publicity. You have the right,
      but are not required, to spend additional sums with respect to grand opening
      advertising. 


    
      
        
        

      

      
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    9.3.
      Grand
      Opening Specialist.
      Planet
      Beach will provide you with a Grand Opening Specialist who shall be available
      to
      consult with you during the pre-opening process. Your assigned Grand Opening
      Specialist will be on-site at your Spa within two week of your first opening
      day
      to provide 5 consecutive days of on-site training. Your Grand Opening Specialist
      may or may not be the same individual assigned as your permanent Spa Consultant.
      Franchisee owner-operators, Spa Directors and Consultants are required to be
      present during each day of the Onsite Grand Opening Training. Scheduling is
      to
      be determined solely by the Grand Opening Specialist. Planet Beach will not
      provide you with a Grand Opening Specialist for any additional Spas you open.
      

     

    10.
      CONSULTATION AND ADVICE 

     

    During
      the term of this Agreement, Planet Beach will provide such consultation and
      advice concerning the management and operation of your Spa, as Planet Beach
      deems necessary and appropriate in its discretion. Initially, Planet Beach
      will
      provide you with general site selection criteria, construction drawings and
      documents, and furnish general advertising material, ideas and suggestions
      for
      the grand opening advertising campaign, as it deems appropriate. Planet Beach
      will make available to you any and all improvements and changes in Planet
      Beach's services or business methods to the same extent and in the same manner
      as they are made available to other franchisees. 

    10.
      1.
Mystery
      Shopper’s Program: Knowledge is Power.
      Planet
      Beach requires you to participate in and contribute monthly to the Knowledge
      is
      Power (KIP) program. With participation to the program your Spa will receive
      two
      onsite mystery shops and two telephone mystery shops per month. The mystery
      shop
      reports allow you as the Franchisee to see what your customers are experiencing.
      The objective of the KIP program is to ensure that the Planet Beach staff is
      delivering exceptional customer service and maximizing the sales potential
      of
      each Planet Beach Spa customer. Each mystery shop will identify strengths and
      discover weaknesses to improve and unlock your staff’s potential. The high
      quality, insightful reports that are timely, actionable and highly credible
      will
      maximize the value in achieving Planet Beach’s goals. 

     

    PLANET
      BEACH RESERVES THE RIGHT TO WITHHOLD FROM YOU ANY PRODUCTS, SERVICES,
      MAINTENANCE, INFORMATION, ADVICE, CONSULTATION AND TRAINING, TO DIRECT SUPPLIERS
      NOT TO OFFER SYSTEM DISCOUNTS, TO DELETE YOUR SPA FROM THE PLANET BEACH WEBSITE,
      AND TO DENY YOU ACCESS TO PLANET BEACH'S COMPUTER SYSTEM IF YOU ARE NOT IN
      COMPLIANCE WITH THE TERMS OF THIS AGREEMENT OR THE OPERATIONS MANUAL.


     

    11.
      YOUR OBLIGATIONS 

     

    11.1.
      Operations.
      You
      shall operate the Spa during such hours of the day and such days of the year,
      as
      Planet Beach shall specify from time to time, or as may be required under your
      lease. 

     

    11.2.
      Compliance
      with Applicable Laws.
      You
      shall operate your Spa in strict compliance with all applicable laws,
      regulations and ordinances including, without limitations, laws and regulations
      applicable to or affecting health and safety. Planet Beach is neither
      responsible nor liable for researching, knowing, acting on, and/or advising you
      and/or anyone on any state, city, county, parish, and/or local laws that will
      apply to the Spa’s operations in that specific area. You will be responsible for
      operating according to your respective state and/or local laws/regulations
      pertaining to all operations of the Spa and your business, including, but not
      limited to, registering your Spa with the appropriate authority where and when
      applicable, taxation issues, membership agreements, and employee contracts.
      Planet Beach cannot provide you with any advice, legal or otherwise, on local
      issues. 


    
      
        
        

      

      
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    11.3.
      Compliance
      with Planet Beach’s Policies and Procedures.
      You
      shall operate your Spa in strict compliance with this Agreement and Planet
      Beach’s standards, specifications, policies and procedures as set forth in the
      Operations Manual and/or Training Manual, as it may be amended from time to
      time, or otherwise in writing. You shall at no time engage in deceptive,
      misleading or unethical practices or conduct which may have a negative impact
      on
      the reputation and goodwill of Planet Beach, its franchisees or the franchised
      System. 

     

    11.4.
      Best Efforts. You shall exploit the Territory to its fullest potential, and
      use
      best efforts to develop new customers, increase business and expand the market
      for all products and services authorized for sale by Planet Beach through
      personal participation and active promotion. 

     

    11.5.
      Personal
      Supervision.
      You (if
      the franchisee is an individual) or at least one of your principals who owns
      at
      least a 10% interest in the Spa, (if the franchisee is a corporation,
      partnership or limited liability company) or your designated manager shall
      personally supervise the day-to-day operation of the Spa. Planet Beach may
      permit you to operate the Spa through a full-time designated manager (the
“Designated Manager”) who will work at least 40 hours per week and who will
      supervise the day-to-day operations of the Spa. The Designated Manager must
      successfully complete all required training programs (as described in paragraph
      6 above) and sign a Confidentiality and Noncompete Agreement in the form
      attached as Exhibit D to this Agreement prior to assuming his/her
      responsibilities. However, the appointment of a manager shall not relieve you
      of
      any duties or obligations under this Agreement. 

     

    11.6.
      Customer Service. You and all employees shall: (i) render prompt, willing and
      courteous service to all customers, and adhere to Planet Beach's customer
      service procedures; (ii) deal fairly and honestly with Planet Beach, prospective
      customers, customers, suppliers and others with whom you or your employees
      shall
      come in contact in connection with the operation of the Spa; and (iii) present
      a
      neat and clean appearance at all times. Planet Beach may require that designated
      uniforms or clothing be worn. 

     

    11.7.
      Authorized
      Products and Services and Approved Suppliers.
      You
      must offer all authorized products and services and only those products and
      services that Planet Beach specifies. Planet Beach has the right to require
      you
      to purchase any products including, without limitation, inventory items,
      furniture, fixtures and equipment from designated or approved suppliers as
      well
      as to enter into service agreements with approved vendors. A description of
      currently authorized products and services is attached as Exhibit A to this
      Agreement (the “Authorized Products and Services”). Planet Beach has the right
      to add, eliminate, modify and substitute any of the Authorized Products and
      Services or the designated suppliers in its sole discretion. If you wish to
      offer any product or service that Planet Beach has not authorized or to acquire
      items or services from an unapproved supplier, you must request Planet Beach’s
      approval in writing and provide Planet Beach all information it may reasonably
      need to evaluate the proposed product, service or supplier. Planet Beach will
      make a good faith effort to notify you of its approval within 15 days of
      receiving such information. Planet Beach’s failure to approve a product, service
      or supplier within this15 day period will constitute disapproval of the proposed
      product, service or supplier. If Planet Beach approves your request to offer
      a
      new product or service or to acquire items from a new supplier, such approval
      will be only for the specific product, service or supplier for which approval
      was granted. 


    
      
        
        

      

      
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    11.8.
      Compliance
      with Standards and Specifications.
      The Spa
      shall at all times emulate the image intended for the System including, without
      limitation, its high standards of quality, cleanliness, convenience and
      courteous services. You must maintain the Spa in the highest condition of
      cleanliness and good repair. You shall comply with all of Planet Beach’s
      standards and specifications for, among other things, inventory, furniture,
      fixtures, equipment and Spa appearance, as they are disclosed to you in the
      Operations Manual or otherwise in writing. You shall purchase and place or
      erect, at your expense, all signs and interior and exterior graphics and only
      such signs and interior and exterior graphics as Planet Beach may from time
      to
      time prescribe for use by System franchisees. However, architectural
      refurbishment will not be required more than once every 4 years. 

     

    11.9.
      Computer
      Software and Hardware.
      You
      shall purchase and use any and all computer software programs ("Software")
      which
      Planet Beach has developed or may develop and/or designate for use for the
      System, and shall purchase such computer hardware as may be necessary for the
      efficient operation of the Software within 90 days from the date you receive
      written notice from Planet Beach. You must also establish a high-speed internet
      connection prior to the opening of your Spa. The Software is and shall remain
      the sole property of Planet Beach and you agree to execute any license agreement
      required by Planet Beach. Planet Beach has the right to require you to update
      or
      upgrade computer hardware components and/or Software as Planet Beach deems
      necessary from time to time but not more than 3 times per calendar year. In
      addition, Planet Beach has the right to require you to enter into a separate
      maintenance agreement for such computer hardware and/or Software in the form
      Planet Beach prescribes. In your use of the Software, you agree to be bound
      by
      the terms of Planet Beach's Confidentiality and Privacy Policies (as contained
      in the Operations Manual). You acknowledge and agree that Planet Beach may
      deny
      you access to the Software if you fail to meet your obligations under this
      Agreement or the Operations Manual. 

     

    11.10.
      Collection of Data. You shall collect and maintain such data relating to the
      business as Planet Beach may require from time to time, including but not
      limited to, the names, addresses and purchase history of all customers. You
      shall provide such data to Planet Beach in the form Planet Beach specifies.
      Any
      such data shall be Planet Beach's sole property and shall not be disclosed
      or
      distributed to any person or entity for any reason; provided that you have
      a
      license to use any such data solely for internal marketing and accounting
      purposes in accordance with all applicable laws and regulations. 

     

    11.11.
      Debts
      and Obligations.
      You
      shall pay all the debts and obligations relating to the operation of the Spa
      and
      shall not fail to pay any debts to third parties that may result in claims
      of
      liability to Planet Beach. 

     

    11.12.
      Product
      Warranty Programs.
      You
      shall participate in, comply with and honor all approved warranty programs
      and
      approved forms of warranties as described in the Operations Manual, issued
      by
      Planet Beach or any other Planet Beach Tanning Spa at their expense. You must
      also comply with Planet Beach's 100% refund policy on all products sold in
      your
      Spa. 

     

    11.13.
      Memberships
      and Reciprocity.
      You
      must participate in, comply with and honor Planet Beach's Membership Policy
      and
      Reciprocation Policy as specified in the Operations Manual. 


    
      
        
        

      

      
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    11.14.
      Consumer
      Complaints.
      You
      must answer all consumer complaints or better business bureau complaints within
      2 business days of receipt or such shorter period of time as may be provided
      in
      the complaint. You must provide Planet Beach with a copy of your answer within
      2
      business days of the date the answer is forwarded to the consumer or better
      business bureau. 

     

    1 Notifications
      of Actions.
      You
      must notify Planet Beach in writing within 5 days of the receipt of any
      complaint of any nature relating directly or indirectly, to the operation of
      your Spa or of the commencement of any action, suit or proceeding against you,
      and of the issuance of any inquiry, subpoena, order writ, injunction award,
      or
      decree of court, agency or other governmental instrumentality, which arises
      out
      of, concerns, or may affect the operation or financial condition of the Spa,
      including without limitation, any criminal action or proceeding brought by
      you
      against employees, customers, or other persons and shall within 10 days of
      receipt by you or your counsel, provide Planet Beach with copies of all pleading
      and other documents. Without limiting the foregoing, you agree to notify Planet
      Beach of your intent to initiate any civil or criminal action against a customer
      or employee relating to the operation of the Spa. 

     

    2 INITIAL
      AND CONTINUING FEES 

    


    12.1.
      Initial Franchise Fee. In consideration of the rights granted under this
      Agreement, you have paid to Planet Beach an initial franchise fee ("Initial
      Franchise Fee") in the amount reflected on the Data Sheet. The initial franchise
      fee is deemed fully earned upon payment and nonrefundable. 

     

    12.2.
      Royalty
      Fee.
      During
      the term of this Agreement, you will pay to Planet Beach a monthly Royalty
      Fee
      (“Royalty Fee”) in an amount equal to 6% of your "Gross Sales" earned during the
      preceding month. If you are non-compliant and have been defaulted, you must
      pay
      a monthly Royalty Fee in an amount equal to 9% of your “Gross Sales” earned
      during the preceding month until you become compliant. Planet Beach does not
      waive any other remedies or rights it has against you for your non-compliance.
      Non-Compliant Franchisees are those who receive a default notice with a 30
      day
      notice to cure letter and fail to cure the default. On the 31st
      day,
      Planet Beach will begin drafting royalties at 9% until the default is cured.
      Planet Beach does not waive any other remedies or rights that Planet Beach
      has
      against you. Gross Sales shall include all revenues from sales made by you
      from
      all business conducted at or from your Spa, including but not limited to amounts
      received from the sale of tanning sessions, prepaid tanning packages,
      memberships and any other goods and services and tangible property of any nature
      whatsoever. Planet Beach will sometimes refer to Gross Sales as the sum of
      Cash,
      NET EFT and Retail. Gross Sales shall not include the amount of sales tax
      imposed by any federal, state, municipal or other governmental authority and
      you
      agree to pay such amounts as and when they become due. Each charge or sale
      upon
      installment or credit shall be treated as having been received in full by you
      at
      the time you receive payment. Sales relating to items for which the full
      purchase price has been refunded or the item exchanged shall be excluded from
      Gross Sales at the time of refund or exchange, provided that such sales have
      previously been included in Gross Sales. 

     

    12.3.
      Starfish Fee. You shall pay to Planet Beach a monthly Starfish Fee of $99.00.
      

     

    12.4.
      Information
      Technology Fees. You
      shall
      pay to Planet Beach a monthly information technology fee of $49.95.


     

    12.5.
      Marketing
      Fees. You
      shall
      pay to Planet Beach marketing fees as further explained in Paragraph 15 below.
      


    
      
        
        

      

      
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    12.6.
      Construction
      Drawing Fee. You
      shall
      pay to Planet Beach $2,500 for the completion of your site specific construction
      drawings. 

     

    12.7.
      Education
      and Training Fee. You
      shall
      pay to Planet Beach a monthly education and training fee of $69.95, beginning
      with the first month following lease execution. 

     

    12.8.
      Mystery Shopper’s Program: Knowledge is Power. You shall pay to Planet Beach a
      monthly secret shopper fee of $94.00 per month. The first draft will be one
      month after the opening of your Spa. 

     

    12.9.
      Credit
      Card Processing Fee. You
      shall
      pay to Planet Beach the amount of the credit card processing fee charged to
      PBFC
      from the credit card processor for any payments made by you to Planet Beach
      and/or any purchases made by you from Planet Beach. 

     

    12.10.
      Payment
      Procedures.
      You
      must make all payments to Planet Beach through the AUTODRAFT system. All
      payments are due on the 5th of every month for the preceding month. In the
      event
      that any payments are due on a national holiday, payment will be due on the
      first business day following such holiday. A late fee of $100 will be assessed
      for each week that payment is delinquent. An insufficient funds fee of $100
      will
      be assessed for any AUTODRAFT payment rejected as a result of insufficient
      funds. In addition to the late fee and the overdue amount, interest will accrue
      on such amount from the date it was due until paid at 18% per annum or the
      maximum rate permitted by state law, whichever is less. Interest will be
      calculated on a daily basis and shall be in addition to any other remedy Planet
      Beach may have under this Agreement or applicable law. 

     

    12.11.
      Refunds.
      All
      fees are fully earned when they become due and are not refundable. 

     

    13.
      PROPRIETARY MARKS AND COPYRIGHTS 

     

    13.1.
      License.
      During
      the term of this Agreement, you are granted a non-exclusive license to use
      the
      Proprietary Marks in connection with the operation of your Spa. You shall
      display the Proprietary Marks only in the manner that Planet Beach directs
      or
      permits. Your license to use the Proprietary Marks shall automatically cease
      upon termination or expiration of this Agreement. 

     

    13.2.
      Ownership.
      You
      acknowledge that the Proprietary Marks are valid and are Planet Beach's sole
      property. You will not, either during or after the term of this Agreement,
      do
      anything, or assist any other person to do anything, which would infringe upon,
      harm or contest Planet Beach's rights in any of the Proprietary Marks.


     

    13.3.
      Goodwill.
      You
      acknowledge that all goodwill which may arise from your use of any of the
      Proprietary Marks is and shall at all times remain Planet Beach's sole and
      exclusive property and shall inure to Planet Beach's sole benefit. 

     

    13.4.
      Modification. You acknowledge that Planet Beach has the right to add, modify,
      substitute or discontinue use of any of the Proprietary Marks in its sole
      discretion. You agree to make any additions, deletions and modifications on
      all
      interior and exterior signs, packaging materials, printed materials and
      advertising as Planet Beach directs at your own expense. 

     

    13.5.
      Internet
      Usage.
      If you
      maintain an internet site, you may not register or use the words "Planet Beach"
      in your domain name. An individual website for your Spa may only be operated
      and
      maintained through Planet Beach's website. 


    
      
        
        

      

      
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    13.6.
      Infringement.
      You
      shall promptly notify Planet Beach of any infringement of, or challenge to,
      the
      Proprietary Marks and Planet Beach shall, in its discretion, take such action,
      as it deems appropriate. Planet Beach will indemnify and hold you harmless
      from
      any suits, proceedings, demands, obligations, actions or claims, including
      costs
      and reasonable attorneys' fees, for any alleged infringement under federal
      or
      state trademark law arising solely from your use of the Proprietary Marks
      according to this Agreement and Planet Beach’s other written directives if you
      have promptly notified Planet Beach of such claim. If Planet Beach undertakes
      the defense or prosecution of any litigation pertaining to any of the
      Proprietary Marks, you must execute any and all documents and do such acts
      and
      things as may, in the opinion of Planet Beach’s counsel, are necessary to carry
      out such defense or prosecution. 

     

    13.7.
      Other Covenants. You will not, either during or after the term of this
      Agreement, do anything, or aid or assist any other person to do anything which
      would hinder or prevent Planet Beach from using or licensing the use of the
      Proprietary Marks in any jurisdiction. If you are a corporation, partnership
      or
      limited liability company, the name of your entity shall not include any portion
      of any the Proprietary Marks; provided, however, you shall register for
      fictitious name usage in the jurisdiction in which the Spa is located and
      promptly provide Planet Beach a copy of the registration. You shall not use
      the
      Proprietary Marks, or any part thereof, as part of any web site domain name
      without Planet Beach’s prior written consent. 

     

    13.8.
      Franchisee
      Developments.
      Planet
      Beach shall own and have the exclusive right to use and incorporate in the
      Planet Beach Franchise System, for the benefit of other franchisees and Planet
      Beach, any modifications, changes and improvements to the System, in whole
      or in
      part, developed or discovered by you or your employees or agents in connection
      with the System or the operation of your Spa, without any liability or
      obligation to you. This includes, but is not limited to, discoveries or
      development of products, systems or techniques, management practices or
      procedures, architectural designs and philosophies and names or groups of words
      relating to the System or describing the services offered by Planet Beach
      Tanning Spas. 

     

    1 Customer
      Data. Planet Beach shall own and have exclusive rights to use all customer
      data
      compiled by you in the operation of your Spa. 

     

    2 CONFIDENTIAL
      INFORMATION 

    


    You
      acknowledge and agree that the Operations Manual, training material, Planet
      Beach's trade secrets, methods and other techniques and know-how are Planet
      Beach's exclusive and confidential property which Planet Beach provides to
      you
      in confidence ("Confidential Information"). You agree to use the Confidential
      Information only for the purposes and in the manner Planet Beach authorizes
      in
      writing, which use will inure exclusively to Planet Beach's benefit. Planet
      Beach's trade secrets consist of, without limitation, sales techniques,
      merchandising and display techniques, Spa layout, advertising formats,
      accounting systems, operations systems, policies, procedures, systems,
      compilations of information, records, specifications, manuals and other
      confidential information which Planet Beach or its affiliates have developed
      for
      use in the operation of Spas. You may not contest, directly or indirectly,
      Planet Beach's ownership of its trade secrets, methods or procedures or contest
      Planet Beach's right to register, use or license others to use any such trade
      secrets, methods and procedures. You (including your partners, officers,
      directors, shareholders, as applicable), your employees, and their respective
      heirs, successors and assigns, are prohibited from using and/or disclosing
      any
      Confidential Information in any manner other than as Planet Beach permits and
      must execute a Confidentiality and Non-Competition Agreement in the form
      attached as Exhibit D. 


    
      
        
        

      

      
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    15.
      MARKETING 

     

    15.1.
      Generally.
      You
      must participate in all marketing programs required by Planet Beach in writing
      or contained in the Operations Manual. You may place or display at your Spa
      (interior and exterior) only the signs, emblems, lettering, logos and displays
      and marketing materials as Planet Beach approves in writing from time to time.
      You must submit to Planet Beach, at least 10 days prior to your use, samples
      of
      all sales promotional and marketing materials you desire to use for approval.
      Planet Beach's failure to approve or disapprove the materials within 10 days
      of
      receipt will be deemed a disapproval. You may not use any marketing or
      promotional materials for which Planet Beach has not given its prior written
      approval. 

     

    15.2.
      Territorial
      Marketing Restriction.
      You are
      not permitted to solicit customers and/or market outside your Territory, except
      to the extent that you have received Planet Beach's prior written authorization,
      which Planet Beach will not unreasonably withhold. Planet Beach may condition
      its authorization upon your agreement to offer System franchisees who are
      operating Spas in contiguous territories the opportunity to participate in,
      and
      share the expense of, such solicitation and/or marketing. You may not market
      your Spa or any products or services offered by the Spa via the Internet without
      Planet Beach’s prior written consent, which may be given or withheld in Planet
      Beach’s sole discretion. 

     

    15.3.
      Marketing
      Fund.
      Planet
      Beach has established a national marketing fund ("National Fund") and may,
      in
      its discretion, establish local marketing cooperatives for the common benefit
      of
      Planet Beach's franchisees. 

     

    15..3.1
      National
      Fund.
      Planet
      Beach requires you to participate in and contribute monthly to the National
      Fund
      a minimum of 1%, not to exceed 2%, of your Gross Sales ("Monthly Marketing
      Fee"). The Monthly Marketing Fee shall be paid, through the AUTODRAFT system
      on
      the 5th day of each month. In the event that any payments are due on a national
      holiday, payment will be due on the first business day following such holiday.
      Planet Beach will use National Fund contributions, in its sole discretion,
      to
      develop, produce and distribute national, regional and/or local marketing and
      to
      create marketing materials and public relations, which promote, in Planet
      Beach's sole judgment, the products and services offered by Planet Beach Tanning
      Spas. Planet Beach has the sole right to determine contributions and
      expenditures from the National Fund and sole authority to determine, without
      limitation, the selection of the marketing materials and programs; provided,
      however, that Planet Beach will make a good faith effort to expend National
      Fund
      contributions in the general best interests of the System. Nevertheless, you
      acknowledge that not all Planet Beach franchisees will benefit directly or
      on a
      pro rata basis from such expenditures. While Planet Beach does not anticipate
      that any part of the National Fund contributions will be used for marketing
      which is principally a solicitation for franchisees, Planet Beach reserves
      the
      right to include a notation in any advertisement indicating "Franchises
      Available" or “For Franchise Information Call.” Planet Beach has the right to
      reimburse itself from the National Fund contributions for such reasonable costs
      and overhead, if any, as Planet Beach may incur in activities reasonably related
      to the direction and implementation of the National Fund. At your request,
      Planet Beach will provide you with an unaudited accounting of National Fund
      expenditures on an annual basis. 

     

    15.3.2.
      Local
      Cooperatives.
      Planet
      Beach has the right, in our discretion, to designate any geographical area
      for
      purposes of establishing a regional marketing and promotional cooperative
      (“Cooperative”), and to determine whether you must participate in a Cooperative.
      If a Planet
      Beach Franchising Corporation Single Unit Franchise Agreement 3/07 15
      Franchisee’s
      Initials Cooperative
      has been established applicable to the Spa at the time you begin operating
      under
      this Agreement, you must immediately become a member of such Cooperative. If
      a
      Cooperative applicable to the Spa is established at any later time during the
      term of this Agreement, you must become a member of such Cooperative no later
      than 30 days after the date on which the Cooperative begins operation. Planet
      Beach has the right to change, combine or dissolve cooperatives. If the Spa
      is
      within the territory of more than one Cooperative, you are required to be a
      member of only one such Cooperative. The following provisions will apply to
      each
      Cooperative: 


    
      
        
        

      

      
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              a)
                

            	
              Each
                Cooperative will be organized and governed in a form and manner,
                and will
                commence operation on a date, approved in advance by Planet Beach;
                

            


    

     

    
      	 	
              b)
                

            	
              Each
                Cooperative will be organized for the exclusive purpose of administering
                regional marketing programs and developing, subject to our approval,
                standardized marketing materials for use by the members in local
                marketing; 

            


    

     

    
      	 	
              c)
                

            	
              All
                activities and contributions to the Cooperative shall be determined
                by a
                majority vote of the Spas in the Cooperative; and
                

            


    

     

    
      	 	
              d)
                

            	
              No
                promotional or advertising plans or materials may be used by a Cooperative
                or furnished to its members without our prior written approval. All
                such
                plans and materials shall be submitted to Planet Beach in accordance
                with
                the procedure set forth in Paragraph 15.1 hereof.
                

            


    

     

    15.4.
      Telephone
      Directory Advertising.
      At
      Planet Beach’s request, you must advertise your Spa in the local telephone
      directory or directories covering the area from which the Spa is likely to
      draw
      customers. Such advertising must be placed in accordance with size and content
      formulas provided by Planet Beach. The amount of payments for such directory
      advertising may be included to meet the marketing requirements set forth in
      paragraph 15.3, above. 

     

    16.
       INSURANCE
      

    


    You
      must
      obtain and maintain at your sole expense at all times during the term of this
      Agreement such insurance coverage, as Planet Beach from time to time shall
      specify, including but not limited to, comprehensive general liability
      insurance, worker’s compensation insurance, unemployment insurance and any other
      insurance coverage required by law. Each policy shall be written by an insurance
      company acceptable to Planet Beach, and shall name Planet Beach and its
      officers, directors, agents, attorneys, employees and affiliates as additional
      insured parties. You shall promptly deliver to Planet Beach original
      certificates evidencing that all insurance required by Planet Beach is in full
      force and effect prior to opening the Spa for business. You shall deliver to
      Planet Beach each year renewal certificates. All policies must provide that
      the
      policy may not be cancelled, terminated, modified or reduced in terms of
      coverage, without 30 days prior written notice to Planet Beach. If you fail
      to
      obtain or maintain the required insurance, Planet Beach has the right, but
      is
      not obligated, to obtain and maintain such insurance coverage on your behalf
      and
      to charge you for such coverage, together with a service fee which shall not
      exceed 25% of the insurance premium. There is no assurance that minimum
      insurance requirements will be adequate to satisfy your needs. 


    
      
        
        

      

      
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    17.
      BOOKS, RECORDS AND REPORTS 

     

    17.1.
      Books and Records. You must maintain at the Approved Location or other approved
      location such books, accounts, records and memoranda disclosing all transactions
      relating to or involving the operation of the Spa. Planet Beach's
      representatives shall have access to examine, inspect and copy all such books,
      accounts, records, memoranda, computer files and systems to review, inspect
      and
      poll such data during regular business hours. Financial records and statements
      must be kept and maintained in conformity with generally accepted accounting
      principles or such other accounting method that is acceptable for tax reporting
      purposes. You must keep and maintain such record-keeping or electronic reporting
      systems as Planet Beach may require, and make the same available to Planet
      Beach
      as Planet Beach specifies or as a report or statement. You must use those forms
      specified by Planet Beach. In addition, you must keep in the manner specified
      by
      Planet Beach, consecutively numbered customer receipt forms for each purchase
      or
      service rendered in the operation of the Spa. You must retain these for Planet
      Beach's inspection, and upon Planet Beach's request, forward them to Planet
      Beach. 

     

    17.2.
      Periodic
      Reports.
      You
      must provide to Planet Beach periodic royalty reports and all other
      documentation as Planet Beach may reasonably prescribe from time to time. Planet
      Beach reserves the right to specify the accounting and/or bookkeeping
      procedures, formats, systems and forms you will use in the operation of the
      Spa.
      You must deliver to Planet Beach within 20 days of the end of each fiscal
      quarter a complete and accurate profit and loss statement for such quarter,
      in a
      format acceptable to Planet Beach. 

     

    17.3.
      Daily
      Production and Monthly Spa Financial Reports.
      You
      must fax or e-mail your cumulative monthly Daily Production Report (“DPR”) to
      Planet Beach, following the close of business on the last business day of every
      month. Failure to submit your previous month’s DPR by the 3rd day of each month
      will result in a maximum late charge of $300.00 per month, per occurrence.
      You
      must submit your monthly Spa financial reports in a manner specified by Planet
      Beach, including accurate amounts for all Spa operational expenses. Failure
      to
      submit your Spa’s financial reports by the 3rd
      day
      of
      each month will result in a maximum late charge of $300.00 per month, per
      occurrence. E-mail will be through Planet Beach’s web site. 

     

    17.4
      Annual
      Financial Statement, Balance Sheet And Tax Return.
      Within
      90 days after the close of each of fiscal year (ending December 31) you must
      deliver to Planet Beach annual financial statements, including but not limited
      to profit and loss statements and balance sheets for the preceding year prepared
      in accordance with generally accepted accounting principles or such other
      accounting methods that are acceptable for tax reporting purposes. You must
      furnish to Planet Beach copies of federal, state and local sales, income or
      other tax returns filed in connection with the Spa by April 1 of the following
      year. 

     

    18.
      ACCOUNTING 

    


    18.1.
      Application
      of Payments.
      Planet
      Beach has the right to apply all payments as it deems appropriate in its
      discretion, regardless of the purpose for which such payment is designated;
      provided, however, Planet Beach shall not apply payment to any indebtedness
      that
      you have identified in writing as a disputed charge. 

     

    18.2.
      Interest.
      You
      must pay all bills, fees, charges and other obligations to Planet Beach in
      strict accordance with the applicable payment and credit terms. Any amount
      not
      paid when due, will bear interest from the due date at the rate of 18% per
      annum, or the maximum allowed by law, whichever rate shall be less. Interest
      will be compounded monthly. The payment of such interest or other amounts due
      shall not be deemed to constitute a waiver of any other rights available to
      Planet Beach. 


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    1 Audits.
      Planet
      Beach or its designee may inspect or conduct an audit of your accounts, business
      and financial books and records, local marketing records, tax returns and other
      records during regular business hours. If the audit discloses an understatement
      of Gross Receipts for any period or periods, you must immediately pay to Planet
      Beach all Royalty Fees and any other sums due under this Agreement, plus
      interest on these monies at the rate set forth in this Agreement. If any audit
      reveals that you have underreported any amounts by more than 2% in any period
      or
      periods, or if you fail to timely submit complete, accurate and legible reports,
      then in addition to paying all monies due, you shall reimburse Planet Beach
      for
      the cost of the audit, including the charges of any independent certified public
      accountant, attorneys' fees, other legal costs and the travel expenses, room,
      board and compensation of Planet Beach's employees. 

     

    2 INSPECTIONS
      

    


    Planet
      Beach has the right at any time during regular business hours, and without
      prior
      notice, to conduct a reasonable inspection of the Spa. Any such inspection
      will
      be at Planet Beach’s expense, unless Planet Beach is required to make any
      additional inspections in connection with your failure to comply with this
      Agreement. In such event, Planet Beach has the right to charge you for the
      costs
      of making the additional inspections, including without limitation travel
      expenses, room and board and compensation of employees. You must promptly remedy
      at your sole expense any deficiency found during any inspection. 

     

    20.
      COVENANTS 

     

    20.1.
      During
      the Term of this Agreement.
      During
      the term of this Agreement, neither you nor any of your principals shall,
      directly or indirectly, through corporations, partnerships, limited liability
      companies, trusts, associations, joint ventures, or other unincorporated
      businesses, perform any services for, engage in or acquire, participate or
      have
      any financial or other interest in any other business or other entities offering
      tanning services or other services or products offered by Planet Beach Tanning
      Spas; provided, however, that this provision shall not apply to the operation
      of
      any other Planet Beach Tanning Spa franchised business pursuant to a valid
      franchise agreement with Planet Beach. 

     

    20.2.
      After
      the Term of this Agreement.
      For a
      period of 2 years following termination or expiration of this Agreement, or
      the
      termination of any principal’s interest in the Spa, neither you nor any of your
      principals shall, directly or indirectly, through corporations, partnerships,
      limited liability companies, trusts, associations, joint ventures, or other
      unincorporated businesses, perform any services for, engage in or acquire,
      participate or have any financial or other interest in any other business or
      other entities offering tanning services or other services or products offered
      by Planet Beach Tanning Spas: (1) at the Approved Location (or the location
      of
      your former Planet Beach Tanning Spa); (2) within the Territory; (3) within
      a 10
      mile area surrounding the perimeter of the Territory; or (4) within a 10 mile
      radius of any Planet Beach Tanning Spa in existence on the date of expiration
      or
      termination of this Agreement; provided, however, that this provision shall
      not
      apply to the operation of any other Planet Beach Tanning Spa franchised business
      pursuant to a valid franchise agreement with Planet Beach. The aforesaid 2-year
      period shall be tolled during any period of noncompliance. 

     

    20.3.
      Spouses
      and Immediate Family Members.
      It
      shall be deemed a breach of this Agreement if your spouse or children engage
      in
      any of the prohibited conduct. 


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    1 Reformation.
      It is the intention of the parties that this section be enforced to the fullest
      extent possible. If a court shall determine that it is not enforceable as drawn,
      then it shall be reformed and enforced to the fullest extent lawful in the
      jurisdiction. 

     

    2 INDEPENDENT
      CONTRACTOR; INDEMNIFICATION 

    


    21.1.
      Independent
      Contractor.
      You are
      an independent contractor responsible for full control over the internal
      management and daily operation of your Spa, and neither Planet Beach nor you
      are
      the agent, principal, partner, employee, employer or joint venturer of the
      other. You must not act or represent yourself, directly or by implication,
      as an
      agent, partner, employee or joint venture of Planet Beach, nor may you incur
      any
      obligation on Planet Beach's behalf or in its name. 

     

    21.2.
      Responsibility
      for Debts.
      You
      acknowledge full responsibility for all the debts and obligations of your Spa
      including, but not limited to all bills, debts, taxes, rents, employee taxes,
      unemployment compensation insurance and employee benefits. You shall not use
      the
      Proprietary Marks to incur or secure any obligation for yourself or for any
      other person or entity. Planet Beach shall not be liable for any of the debts
      or
      obligations of your Spa. 

     

    21.3.
      Dispute.
      In the
      event of any bona fide dispute as to liability for taxes assessed or other
      indebtedness, you may contest the validity or the amount of tax or indebtedness
      in accordance with the procedures of the taxing authority or applicable law,
      provided that in no event shall you permit a tax sale or seizure by levy of
      execution or similar writ or warrant, or attachment by creditor, to occur
      against the premises of the Spa or any improvements thereon. 

     

    1 Indemnification.
      You must defend, indemnify and hold Planet Beach and/or its affiliates harmless
      from all fines, suits, proceedings, claims, demands, obligations or actions
      of
      any kind (including costs and reasonable attorneys' fees) arising in whole
      or in
      part from training, the construction or operation of your Spa or the performance
      of your obligations under this Agreement that exist upon execution or that
      may
      arise in the future, except as otherwise provided in this Agreement.


     

    2 NOTICES
      

    


    All
      notices, requests and reports to be given under this Agreement shall be in
      writing, and delivered by either hand, e-mail with a confirming receipt,
      overnight mail, or certified mail, return receipt requested, prepaid, or by
      facsimile transmission (except that regular monthly and other reports from
      you
      may be sent by regular mail), to the address or fax number set forth in the
      Data
      Sheet (which may be changed by written notice). 

     

    23.
      SALE OR ASSIGNMENT 

     

    23.1.
      Assignment
      by Planet Beach.
      Planet
      Beach has the right to assign this Agreement and to delegate its obligations
      under this Agreement in whole or in part in its sole discretion. Planet Beach
      is
      not obligated to provide you with prior notice of such assignment. 

     

    23.2.
      Assignment
      by You.
      Your
      rights under this Agreement are personal, and you shall not sell, transfer,
      assign or encumber your interest in the franchised business without our prior
      written consent. Any sale, transfer, assignment or encumbrance made without
      our
      prior written consent shall be voidable at our option and shall subject this
      Agreement to termination as specified herein. A sale, transfer or assignment
      requiring our prior written consent shall be deemed to occur: (i) if you are
      a
      corporation, upon any assignment, sale, pledge or transfer of any fractional
      portion of your voting stock or any increase in the number of outstanding shares
      of your voting stock which results in a change of ownership, (ii) if you are
      a
      partnership, upon the assignment, sale, pledge or transfer of any fractional
      partnership ownership interest; or (iii) if you are a limited liability company,
      upon the assignment, sale, pledge or transfer or any interest in the limited
      liability company. Any new partner, shareholder, or member or manager owning
      more than 10% of the outstanding shares of the corporation, will be required
      to
      personally guarantee your obligations under this Agreement. 


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    23.3.
      Conditions for Transfer. Planet Beach shall have the right to condition its
      consent to a transfer of the Spa upon: 

     

    
      	 	
              23.3.1.
                

            	
              The
                buyer must be an existing franchisee, unless otherwise approved by
                Planet
                Beach. 

            


    

     

    
      	 	
              23.3.2.
                

            	
              The
                satisfaction of all of your monetary and non-monetary obligations
                under
                this Agreement and any other agreement between you and Planet Beach
                or its
                affiliates; 

            


    

     

    
      	 	
              23.3.3.
                

            	
              The
                buyer having met Planet Beach’s qualifications for new franchisees and
                first becoming a Planet Beach franchisee through Planet Beach’s
                application and qualification process which includes, without limitation,
                supplying Planet Beach with a financial application and attending
                Planet
                Beach’s Discovery Day; 

            


    

     

    
      	 	
              23.3.4.
                

            	
              The
                buyer's upgrade of the Spa to conform with Planet Beach's current
                specifications; 

            


    

     

    
      	 	
              23.3.5.
                

            	
              Planet
                Beach is provided with an executed agreement of sale between you
                and the
                buyer; 

            


    

     

    
      	 	
              23.3.6.
                

            	
              The
                buyer’s successful completion of Planet Beach’s required training programs
                and any other training or services as stated in paragraph 6.5;
                

            


    

     

    
      	 	
              23.3.7.
                

            	
              The
                buyer’s receipt of your last year's business tax return and other
                documents relevant to your business;


            


    

     

    
      	 	
              23.3.8.
                

            	
              Your
                execution (or your principals’ execution, as applicable) of a general
                release, in a form prescribed by Planet Beach, of all claims against
                Planet Beach and its officers, directors, agents, employees, and
                affiliates. Notwithstanding such release, you shall remain obligated
                under
                those provisions of this Agreement that expressly extend beyond the
                term
                hereof. 

            


    

     

    
      	 	
              23.3.9.
                

            	
              The
                buyer's execution of Planet Beach's then-current Single Unit Franchise
                Agreement as well as execution of a personal guaranty if a partnership,
                corporation or limited liability company;


            


    

     

    
      	
            	23.3.10.	
              Payment
                to Planet Beach of a transfer fee equal to 35% of the then-current
                Initial
                Franchise Fee; 

            


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    
      	
            	23.3.11.	
              If
                the buyer is a corporation or limited liability company, the corporation’s
                or limited liability company’s satisfaction of Planet Beach’s requirements
                for such entities are set forth in Section 23 (except 23.4 and 23.5),
                below. In addition, Planet Beach must approve all shareholders of
                a
                corporation transferee, or all members and managers of a limited
                liability
                company transferee. Planet Beach may require that a particular individual
                remain the owner of at least fifty-one percent (51%) of the outstanding
                stock of a franchisee corporation, or retain an interest of at least
                51%
                in the limited liability company, as applicable, and serve as the
                corporation's chief executive officer or the limited liability company’s
                manager. 

            


    

     

    23.4.
      Death
      or Disability.
      In the
      event of your death, disability or incapacitation (or the death, disability
      or
      incapacitation of your principals or personal guarantors if you are a
      partnership, corporation or limited liability company), your legal
      representative (or your principal's or guarantor's respective legal
      representative, as applicable) shall have the right to continue the operation
      of
      the Spa under this Agreement, without payment of a transfer fee, if: (i) within
      90 days from the date of death, disability or incapacitation (the "90 day
      period"), such person has obtained Planet Beach's prior written approval; and
      (ii) such person successfully completes Planet Beach's required training
      programs (which Planet Beach will provide at its then-current tuition rate).
      Such assignment by operation of law will not be deemed in violation of this
      Agreement, provided such heirs or legatees accept the conditions imposed by
      this
      Agreement and are acceptable to Planet Beach. 

     

    23.5.
      Right
      of First Refusal.
      Planet
      Beach shall have the irrevocable first right and option to purchase your
      business on the same terms and conditions as any bona fide purchaser who wishes
      to become a Planet Beach franchisee. If you receive an acceptable bona fide
      offer from a third party to purchase the Spa or any or all of the Spa’s assets,
      you shall provide Planet Beach with a copy of the written purchase offer, which
      offer shall contain all of the terms of the proposed sale and the identity
      of
      the proposed purchaser. At Planet Beach’s request, the proposed purchaser shall
      promptly complete and submit to Planet Beach a franchise application and any
      other information Planet Beach deems necessary, in its discretion, to evaluate
      the proposed transferee. Planet Beach may exercise this right of first refusal
      by notifying you of Planet Beach's decision to do so in writing within 30 days
      after receipt of all items required above. Silence on Planet Beach's part shall
      constitute rejection. If Planet Beach fails to exercise this option, all
      provisions relating to assignment of this Agreement remain in full force and
      effect. The election by Planet Beach not to exercise Planet Beach's option
      as to
      any offer shall not affect Planet Beach's right of first refusal as to any
      subsequent offer. Any sale or attempted sale without first giving Planet Beach
      the right of first refusal shall be void and of no force or effect.


     

    23.6.
      Transfer
      to a Corporation or Limited Liability Company.
      If you
      are an individual or partnership, you have the right to assign your rights
      under
      this Agreement to a corporation or limited liability company. Such transfer
      shall not be subject to the conditions set forth in Section 

    23.3
      of
      this Agreement, above, provided that the corporation or limited liability
      company complies with the following requirements: 

     

    
      	 	
              23.6.1.
                

            	
              The
                corporation or limited liability company must be newly organized
                and its
                activities confined to acting exclusively as a Planet Beach Tanning
                Spa
                franchisee; 

            


    

     

    
      	 	
              23.6.2.
                

            	
              You
                are, and at all times remain, the owner of 51% of the outstanding
                shares
                of the corporation or a controlling interest in the limited liability
                company; 

            


    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    
      	
            	23.6.3.	
              The
                corporation or limited liability company agrees in writing to assume
                all
                of your obligations hereunder; 

            


    

     

    
      	
            	23.6.4.	
              All
                shareholders of the corporation, or all members and managers of the
                limited liability company, must sign Planet Beach's Guaranty Agreement,
                personally agreeing to be bound by the terms of this Agreement, and
                guaranteeing performance of all of the franchisee’s obligations under this
                Agreement; 

            


    

     

    
      	 	
              23.6.5.
                

            	
              Each
                stock certificate must be conspicuously endorsed upon its face with
                a
                statement in form satisfactory to Planet Beach that it is held subject
                to,
                and that further assignment or transfer is subject to, all restrictions
                imposed upon assignment by the Planet Beach Franchising Corporation
                Franchise Agreement. In addition, a corporate franchisee’s shareholders’
                agreement, if any, or a limited liability company’s operating agreement,
                as applicable, must restrict transfer of interests to third parties;
                

            


    

     

    
      	 	
              23.6.6.
                

            	
              The
                articles of incorporation and bylaws of the corporation, or the operating
                agreement or other governing document of the limited liability company,
                shall reflect this Agreement and all other agreements Planet Beach
                specifies, and the transferee must submit to Planet Beach such documents
                relating to the corporation or limited liability company as Planet
                Beach
                may require; and 

            


    

     

    
      	
            	23.6.7.	
              The
                corporation or limited liability company, as applicable, must adhere
                to
                the requirements set forth in this Agreement relating to management
                of the
                Spa. 

            


    

     

    24.
      TERMINATION 

     

    24.1.
      Automatic Termination. This Agreement will automatically terminate, without
      notice and without an opportunity to cure, if: 

     

    
      	 	
              24.1.1.
                

            	
              You
                make an assignment for the benefit of creditors, file a voluntary
                petition
                in bankruptcy, are adjudicated a bankrupt or insolvent, file or acquiesce
                in the filing of a petition seeking reorganization or arrangement
                under
                any federal or state bankruptcy or insolvency law, or consent to
                or
                acquiesce in the appointment of a trustee or receiver for you or
                for the
                Spa; or 

            


    

     

    
      	 	
              24.1.2.
                

            	
              You
                purport to sell, transfer or assign your rights under this Agreement.
                

            


    

     

    24.2.
      Termination
      With Notice and Without Opportunity to Cure.
      Planet
      Beach has the right to terminate this Agreement, which termination shall become
      effective upon delivery of notice of termination, without providing you an
      opportunity to cure, if: 

     

    
      	 	
              24.2.1.
                

            	
              Proceedings
                are commenced to have you adjudicated as bankrupt or to seek your
                reorganization under any state or federal bankruptcy or insolvency
                law,
                and such proceedings are not dismissed within 60 days, or a trustee
                or
                receiver is appointed for you or for the Spa without your consent,
                and the
                appointment is not vacated within 60 days;


            


    

     

    
      	 	
              24.2.2.
                

            	
              A
                levy or writ of attachment or execution or any other lien is placed
                against you or any of your principals, as applicable, or any of your
                assets or your principal’s assets which is not released or bonded against
                within 30 days; 

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    
      	
            	
              24.2.3.
                

            	
              If
                in the sole and absolute discretion of Planet Beach, you fail to
                successfully complete all required Planet Beach training programs
                at least
                60 days following the opening of your Spa;


            


    

     

    
      	
            	
              24.2.4.
                

            	
              You
                or any of your principals are insolvent.


            


    

     

    
      	
            	
              24.2.5.
                

            	
              You
                or any of your principals are convicted of or plead no contest to
                a felony
                or criminal misconduct relevant to the performance of your duties
                under
                this Agreement; 

            


    

     

    
      	
            	
              24.2.6.
                

            	
              You
                have misrepresented any material information to Planet Beach given
                in
                connection with this Agreement including, but not limited to information
                in your franchise application, or you falsify any material information
                provided to Planet Beach; 

            


    

     

    
      	
            	
              24.2.7.
                

            	
              You
                or your principals commit any fraud or engage in any illegal conduct
                in
                connection with the Spa; or intentionally underreport or misstate
                any
                information you are required to report to Planet Beach;
                

            


    

     

    
      	
            	
              24.2.8.
                

            	
              You
                misuse any of the Proprietary Marks, Copyrights or Confidential
                Information and fail to immediately cease or correct such use after
                receiving written or oral notification from Planet Beach;
                

            


    

     

    
      	
            	
              24.2.9.
                

            	
              You
                fail to find a site for your Spa and submit it to Planet Beach for
                approval within 60 days of the execution of this Agreement, and you
                fail
                to request in writing, and Planet Beach does not elect to grant you,
                an
                extension of this Site Selection Period;


            


    

     

    
      	
            	24.2.10.	
              If
                your fail to open your Spa within 275 days of Planet Beach's execution
                of
                this Agreement; 

            


    

     

    
      	
            	24.2.11.	
              You
                abandon your Spa (for purposes of this provision, the term “abandon” shall
                mean your failure to operate the Spa for 3 or more consecutive days);
                

            


    

     

    
      	
            	24.2.12.	
              If
                you fail to cure any default of your lease or sublease for your Spa's
                location within the relevant cure period, if any, or to remedy any
                default
                under any note, lease, or sublease for the Spa's location, or for
                the
                equipment or inventory therein, or lose the right to possession of
                the
                Spa's location, provided however, that if any such loss of possession
                results through no fault of your own, and the premises are damaged
                or
                destroyed by fire, flood or other natural disaster such that they
                cannot,
                in Planet Beach's sole judgment, reasonably be restored, or you are
                not
                permitted under the lease or sublease to restore, then this Agreement
                shall not be terminated for that reason for a period of 60 days
                thereafter, provided that Planet Beach has approved (i) a site within
                that
                time to which you will relocate for the remainder of the term of
                this
                Agreement; and (ii) your schedule for reopening the Spa, which approval
                shall not be unreasonably withheld;


            


    

     

    
      	
            	24.2.13.	
              You
                purport to transfer any rights or obligations arising under this
                Agreement
                to any third party without Planet Beach's prior written consent,
                including
                the sale of the assets to a non-Planet Beach franchisee;
                

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    
      	
            	24.2.14.	
              You
                violate the confidentiality/non-disclosure obligations of this Agreement;
                

            


    

     

    
      	
            	24.2.15.	
              If
                the provisions contained in this Agreement for transfer by you upon
                death,
                disability or incompetence are not strictly followed;
                

            


    

     

    
      	
            	24.2.16.	
              You
                violate the covenant not to compete;


            


    

     

    
      	 	
              24.2.17.
                

            	
              You
                fail to obtain Planet Beach's approval or consent as required by
                this
                Agreement; 

            


    

     

    
      	
            	24.2.18.	
              You
                violate any of the provisions of this Agreement and/or any other
                agreement
                with Planet Beach on 2 or more occasions within any 12-month period
                (notwithstanding the cure of any individual violation) and you have
                failed, on each occasion, to cure your violations within the allotted
                cure
                period; or 

            


    

     

    
      	 	
              24.2.19.
                

            	
              You
                violate the terms of the Construction Loan Agreement and/or any of
                its
                ancillary documents see Item 10. 

            


    

     

    24.3.
      Termination
      by Planet Beach After a Seven (7) Day Cure Period.
      Planet
      Beach has the right to terminate this Agreement, which notice will become
      effective upon delivery of notice of termination, after providing you a 7-day
      cure period, if you fail to pay any sums due Planet Beach and/or its affiliates.
      

     

    24.4.
      Termination
      by Planet Beach After a Thirty (30) Day Cure Period.
      Planet
      Beach has the right to terminate this Agreement, after providing you a 30-day
      cure period, if you fail to comply with any other term of this Agreement.


     

    1 Cross-Default.
      If you are the owner of more than 25% of another Planet Beach Tanning Spa
      franchise or corporate or limited liability company franchisee, then any breach
      of the franchise agreement for such additional franchise will constitute a
      breach of this Agreement, and be grounds for Planet Beach to terminate this
      Agreement. 

     

    2 YOUR
      OBLIGATIONS UPON TERMINATION 

    


    
      	
              25.1.
                

            	
              Upon
                termination or expiration of this Agreement, you shall:
                

            


    

     

    
      	 	
              25.1.1.
                

            	
              Promptly
                pay to Planet Beach and/or its affiliates any sums due and owing,
                and to
                other persons or entities sums which may result in a claim of liability
                to
                Planet Beach. You must also promptly pay Planet Beach the royalty
                fees
                otherwise due for the remaining term of this Agreement discounted
                to
                present value using an interest rate of 8%. This paragraph shall
                not apply
                in the event the termination is due to your bankruptcy;
                

            


    

     

    
      	 	
              25.1.2.
                

            	
              Immediately
                cease using the Proprietary Marks, Copyrights and Confidential Information
                and refrain from referencing any past association with Planet Beach;
                

            


    

     

    
      	 	
              25.1.3.
                

            	
              Immediately
                discontinue all marketing under the name "Planet Beach Tanning Spa,"
                or
                any similar name; 

            


    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    
      	 	
              25.1.4.
                

            	
              Promptly
                cancel or transfer to Planet Beach, its affiliates or Planet Beach's
                designee any and all registrations and/or telephone listings under
                the
                name "Planet Beach Tanning Spa", or any similar designation and execute
                such instruments and take such steps as Planet Beach may require
                to
                accomplish the transfer or cancellation of any such registration
                or
                listing. You hereby grant to Planet Beach power of attorney to cancel
                any
                fictitious name registration under the name referenced above, or
                any
                similar name; 

            


    

     

    
      	 	
              25.1.5.
                

            	
              If
                directed by Planet Beach, promptly make such changes and modifications
                in
                your business methods, Spa facility, and otherwise as Planet Beach
                directs
                so as to effectively distinguish your Spa from any appearance as
                a Planet
                Beach Tanning Spa; 

            


    

     

    
      	 	
              25.1.6.
                

            	
              Promptly
                destroy or surrender to Planet Beach all signs, stationery, letterhead,
                forms and other printed materials containing any of the Proprietary
                Marks
                or any other similar name or mark; 

            


    

     

    
      	 	
              25.1.7.
                

            	
              Promptly
                return to Planet Beach the Operations Manual and other materials
                provided
                by Planet Beach or containing Confidential Information or Trade Secrets,
                or other information which relates to the System or the operation
                of the
                Spa, including but not limited to computer files, customer data,
                programs
                and other materials provided to you by Planet Beach;
                

            


    

     

    
      	 	
              25.1.8.
                

            	
              Maintain
                all books, records and reports Planet Beach requires for a period
                of not
                less than 1 year, and permit Planet Beach to inspect such documents;
                

            


    

     

    
      	 	
              25.1.9.
                

            	
              Deliver
                to Planet Beach a complete list of all persons employed by you during
                the
                3 years immediately preceding termination, together with all employment
                files for each person on the list; 

            


    

     

    
      	
            	25.1.10.	
              Provide
                Planet Beach, within 30 days after the effective date of termination
                or
                expiration, evidence satisfactory to Planet Beach of your compliance
                with
                the foregoing obligations; and 

            


    

     

    
      	
            	25.1.11.	
              Comply
                with all provisions of this Agreement that by their nature survive
                the
                termination or expiration of this Agreement.


            


    

     

    25.2.
      Security
      Interest in Personal Property.
      Planet
      Beach shall have a security interest in any equipment, supplies and other
      personal property on the site, if Planet Beach has not received all funds due
      and owing from you and if Planet Beach is entitled by law to possession and
      a
      lien against such property. 

     

    25.3.
      Option
      to Purchase Personal Property.
      Planet
      Beach, its affiliate or its assignee also has the option, but is not obligated,
      to purchase any personal property used in connection with operation of your
      Spa
      by providing you written notice of its election within 30 days after termination
      or expiration of this Agreement and paying you the book value for such personal
      property within 30 days of such notice. For purposes of this paragraph, “book
      value” means the amount you actually paid for the personal property less
      depreciation (calculated by using the straight-line depreciation method on
      a 10
      year depreciation schedule irrespective of the depreciation method or schedule
      you use for accounting purposes). Notwithstanding the foregoing, to the extent
      that Planet Beach exercises its right to purchase any personal property that
      is
      subject to a lease or finance agreement, the purchase price of such personal
      property shall equal the amount of your remaining obligations under the lease
      or
      finance agreement, as applicable. In the event that the amounts due are in
      excess of book value, then the purchase price shall be equal to the lesser
      of
      the amount due under the lease or finance agreement or book value. Planet Beach
      shall be entitled to offset the purchase price by the amount of money owed
      by
      you to Planet Beach for any payments necessary to acquire clear title to
      property or for any other debt. If Planet Beach exercises its option to
      purchase, pending the closing of such purchase, Planet Beach has the right
      to
      appoint a manager to maintain operation of the Spa, or Planet Beach may require
      that you close the Spa during such period without removing any assets. You
      are
      required to maintain in force all insurance policies required under this
      Agreement until the date of such closing. 


    
      
        
        

      

      
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    26.
      CHOICE OF LAW; DISPUTE RESOLUTION 

     

    26.1.
      Governing
      Law.
      This
      Agreement shall be deemed to have been made in the State of Louisiana and shall
      be construed according to the laws of Louisiana without regard to its conflict
      of laws, LCC Arts. 3515 et seq., and any amendments and/or revisions thereto.
      

     

    26.2.
      Internal
      Dispute Resolution.
      You
      must first bring any claim or dispute between you and Planet Beach to Planet
      Beach's Director of Franchise Relations. If your territory has an Area
      Representative, you must first bring any such claim or dispute to the Area
      Representative prior to bringing it before the Director of Franchise Relations.
      If Planet Beach's Director of Franchise Relations is unable to resolve the
      dispute, the dispute shall be referred to Planet Beach's Ombudsman. You must
      exhaust these internal dispute resolution procedures before you may bring your
      dispute before a third-party. 

     

    26.3.
      Mediation.
      At
      Planet Beach's option, all claims or disputes between you and Planet Beach
      or
      its affiliates arising out of, or in any way relating to, this Agreement, or
      any
      of the parties' respective rights and obligations arising out of this agreement,
      shall be submitted first to mediation, in Jefferson Parish, Louisiana under
      the
      auspices of the National Franchise Mediation Program ("NFMP"), in accordance
      with the NFMP's Commercial Mediation Rules then in effect. Before commencing
      any
      legal action against Planet Beach or its affiliates with respect to any such
      claim or dispute, you must submit a notice to Planet Beach, which specifies,
      in
      detail, the precise nature and grounds of such claim or dispute. Planet Beach
      will have a period of 30 days following receipt of such notice within which
      to
      notify you as to whether Planet Beach or its affiliates elects to exercise
      its
      option to submit such claim or dispute to mediation. You may not commence any
      action against Planet Beach or its affiliates with respect to any such claim
      or
      dispute in any court unless Planet Beach fails to exercise its option to submit
      such claim or dispute to mediation, or such mediation proceedings have been
      terminated either: (i) as the result of a written declaration of the mediator(s)
      that further mediation efforts are not worthwhile; or (ii) as a result of a
      written declaration by Planet Beach. The parties shall each bear their own
      costs
      of mediation and shall share equally the filing fee imposed by NFMP and the
      mediator’s fees. Planet Beach’s rights to mediation, as set forth herein, may be
      specifically enforced by Planet Beach. 

     

    26.4.
      Arbitration.
      All
      disputes and claims relating to this Agreement or any other agreement entered
      into between the parties, the rights and obligations of the parties, or any
      other claims or causes of action relating to the making, interpretation, or
      performance of either party under this Agreement, shall be settled by
      arbitration in Jefferson Parish, Louisiana in accordance with the Federal
      Arbitration Act and the Commercial Arbitration Rules of the American Arbitration
      Association ("AAA"). Any arbitration proceeding, or any claim in arbitration
      (including any defense and any claim of setoff or recoupment), must be brought
      or asserted before the expiration of the earlier of (1) the time period for
      bringing an action under any applicable state or federal statute of limitation;
      (2) 1 year after the date upon which a party discovered or should have
      discovered, the facts giving rise to an alleged claim; or (3) 2 years after
      the
      first act or omission giving rise to an alleged claim. Claims of Planet Beach
      attributable to the underreporting of sales and claims of the parties for
      indemnification shall be subject only to the applicable state or federal statute
      of limitation. 


    
      
        
        

      

      
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    The
      right
      and duty of the parties to this Agreement to resolve any disputes by arbitration
      shall be governed by the Federal Arbitration Act, as amended. The following
      shall supplement and, in the event of a conflict, shall govern any arbitration:
      If the claim is for less than $35,000 than the matter shall be heard before
      a
      single arbitrator. If the claim, or a counterclaim, is for $35,000 or more,
      the
      matter may be heard before a panel of three (3) arbitrators if both parties
      agree and each party shall appoint its own arbitrator, and the appointed
      arbitrators shall appoint a “neutral” arbitrator from the AAA’s list of
      arbitrators. If the parties do not agree the matter shall be heard before a
      single arbitrator. Arbitrability will be decided by the arbitrator. Neither
      party shall pursue class claims and/or consolidate the arbitration with any
      other proceeding to which the franchisor is a party. Each party must bear its
      own costs of arbitration including the fee for their respective arbitrator;
      provided, however, that the neutral or the single arbitrator's fee shall be
      shared equally by Planet Beach and you. 

     

    The
      arbitrator's award shall include all fees, costs and attorneys' fees for the
      prevailing party. The arbitrators shall have no authority to amend or modify
      the
      terms of the Agreement. To the extent permitted by applicable law, no issue
      of
      fact or law shall be given preclusive or collateral estoppel effect in any
      arbitration, except to the extent such issue may have been determined in another
      proceeding between the parties. Judgment upon the award of the arbitrator shall
      be submitted for confirmation to the United States District for the Eastern
      District of Louisiana and, if confirmed, may be subsequently entered in any
      court having competent jurisdiction. This agreement to arbitrate shall survive
      any termination or expiration of this Agreement. 

     

    26.5.
      Third
      Party Beneficiaries.
      Planet
      Beach’s officers, directors, shareholders, agents, employees and/or affiliates
      are express third party beneficiaries of this Agreement and the mediation and
      arbitration provisions contained herein, each having authority to specifically
      enforce the right to mediate and arbitrate claims asserted against such
      person(s) by you. 

     

    26.6.
      Injunctive
      Relief.
      Nothing
      contained in this Agreement herein shall prevent the parties from applying
      to or
      obtaining from any court having jurisdiction, without bond, a writ of
      attachment, temporary injunction, preliminary injunction and/or other emergency
      relief available to safeguard and protect the parties’ interest prior to the
      filing of any arbitration proceeding or pending the trial or handing down of
      a
      decision or award pursuant to any arbitration proceeding conducted hereunder.
      

     

    26.7.
      Jurisdiction and Venue. With respect to any proceeding not subject to
      arbitration, the parties agree that any action at law or in equity instituted
      against either party to this Agreement shall be commenced only in the 24th
      Judicial District Court for the Parish of Jefferson, Louisiana or the United
      States District Court for the Eastern District of Louisiana at Planet Beach’s
      discretion. 

     

    26.8.
      Jury
      Trial Waiver.
      With
      respect to any proceeding not subject to arbitration, the parties hereby agree
      to waive trial by jury in any action, proceeding or counterclaim, whether at
      law
      or equity, regardless of which party brings suit. This waiver shall apply to
      any
      matter whatsoever between the parties hereto which arises out of or is related
      in any way to this Agreement, the performance of either party, and/or your
      purchase from Planet Beach of the franchise and/or any goods or services.



    
      
        
        

      

      
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    26.9.
      Waiver
      of Punitive Damages.
      You
      waive to the fullest extent permitted by law, any right to or claim for any
      punitive, exemplary, incidental, indirect, special or consequential damages
      (including, without limitation, lost profits) which you the parties may have
      against Planet Beach, its affiliates, successors or assigns, arising out of
      any
      cause whatsoever (whether such cause be based in contract, negligence, strict
      liability, other tort or otherwise) and agree that in the event of a dispute,
      recovery shall be limited to actual damages. If any other term of this Agreement
      is found or determined to be unconscionable or unenforceable for any reason,
      the
      foregoing provisions shall continue in full force and effect, including, without
      limitation, the waiver of any right to claim any consequential damages.


     

    26.10.
      Class Action Waiver. You hereby agree to waive any class action proceeding
      or
      counterclaim against Planet Beach, its affiliates, successors or assigns,
      whether at law or equity, regardless of which party brings suit. This waiver
      shall apply to any matter whatsoever between the parties hereto which arises
      out
      of or is related in any way to this Agreement, the performance of either party,
      and/or your purchase from Planet Beach, its affiliates, successors or assigns
      of
      the franchise and/or any goods or services. 

     

    26.11.
      Attorneys’
      Fees.
      If
      either party institutes any judicial or arbitration proceeding to enforce any
      monetary or non-monetary obligations or interpret the terms of this Agreement
      and Planet Beach prevails in the action or proceeding, you shall be liable
      to
      Planet Beach for all costs, including reasonable attorneys’ fees, incurred in
      connection with such proceeding. 

     

    1 Nonwaiver.
      Planet
      Beach’s failure to insist upon strict compliance with any provision of this
      Agreement shall not be a waiver of Planet Beach's right to do so, any law,
      custom, usage or rule to the contrary notwithstanding. Delay or omission by
      Planet Beach respecting any breach or default shall not affect Planet Beach's
      rights respecting any subsequent breaches or defaults. All rights and remedies
      granted in this Agreement shall be cumulative. Planet Beach's election to
      exercise any remedy available by law or contract shall not be deemed a waiver
      or
      preclude exercise of any other remedy. 

     

    2 CONSTRUCTION
      

    


    27.1.
      Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties concerning the
      franchisee's franchise; no promises, inducements or representations not
      contained in this Agreement have been made, nor shall any be of any force or
      effect, or binding on the parties. Modifications of this Agreement must be
      in
      writing and signed by both parties. Planet Beach reserves the right to change
      Planet Beach's policies, procedures, standards, specifications or manuals at
      Planet Beach's discretion. 

     

    27.2.
      Survival.
      Any
      provisions of this Agreement which may be reasonably interpreted to impose
      any
      obligation after termination or expiration hereof shall survive such termination
      or expiration and be binding upon the parties. 

     

    27.3.
      Severability.
      The
      parties agree that if any provisions of this Agreement may be construed in
      two
      ways, one of which would render the provision illegal or otherwise voidable
      or
      unenforceable and the other which would render it valid and enforceable, such
      provision shall have the meaning, which renders it valid and enforceable. The
      language of all provisions of this Agreement shall be construed according to
      fair meaning and not strictly construed against either party. The provisions
      of
      this Agreement are severable, and this Agreement shall be interpreted and
      enforced as if all completely invalid or unenforceable provisions were not
      contained herein, and partially valid and enforceable provisions shall be
      enforced to the extent that they are valid and enforceable. If any material
      provision of this Agreement shall be stricken or declared invalid, the parties
      agree to negotiate mutually acceptable substitute provisions. In the event
      that
      the parties are unable to agree upon such provisions, Planet Beach reserves
      the
      right to terminate this Agreement. 


    
      
        
        

      

      
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    27.4.
      Construction. The terms "franchisee" and "you" shall be construed to refer
      to
      the male or female gender in all cases where the franchisee is an individual,
      masculine or feminine modifiers and pronouns notwithstanding. The term
      "Franchisee" and "you" include all persons or entities identified as
“franchisee” in the Data Sheet. The term “principals” shall include your general
      and limited partners, if you are a partnership, your officers, directors and
      shareholders, if you are a corporation, and your members and managers, if you
      are a limited liability company. The paragraph captions are inserted only for
      convenience and reference, and are not intended to define, limit or describe
      the
      scope, intent or language of this Agreement or any provisions hereof.


     

    27.5.
      Binding
      Agreement.
      This
      Agreement shall be binding upon the parties and their heirs, executors, personal
      representatives, successors and assigns. All franchisee signatories to this
      Agreement and all partners of a partnership franchisee, all officers, directors
      and shareholders of a corporate franchisee, and all members and managers of
      a
      limited liability company franchisee, shall be jointly and severally liable
      for
      the performance of all terms, covenants and conditions hereof. 

     

    28.
      PERSONAL GUARANTY OF SHAREHOLDERS, PARTNERS, MEMBERS AND MANAGERS


    


    You
      acknowledge that all partners in a limited partnership, shareholders in a
      corporate franchisee, or members and managers in a limited liability company
      franchisee are obligated to execute a Guaranty Agreement in which each agrees
      to
      personally abide by all of the terms and conditions of this Agreement, and
      guarantees to Planet Beach your performance of this Agreement and your financial
      obligations. Unless all such partners, shareholders, or members and managers
      execute such Guaranty Agreement concurrently herewith, this Agreement shall,
      at
      Planet Beach's option, become null and void and confer no rights upon you nor
      any partner, shareholder, member or manager. All guarantors shall be jointly
      and
      severally liable for the performance of all of the terms, covenants and
      conditions hereof. If you are an individual(s), or subsequent to execution
      hereof, you assign this Agreement to an individual(s), such individual's spouse
      hereby personally and unconditionally guarantees without notice, demand or
      presentment the payment of all of your monetary obligations under this Agreement
      as if each were an original party to this Agreement in his or her individual
      capacity. All such spouses further agree to be bound by the restrictions upon
      your activities upon transfer, termination or expiration of this Agreement
      as if
      each were an original party to this Agreement in his or her individual capacity.
      All such spouses shall execute the Guaranty Agreement in the form attached
      as
      Exhibit C to this Agreement. 

     

    29.
      REPRESENTATIONS AND ACKNOWLEDGMENTS 

     

    29.1.
      No
      Warranties.
      Planet
      Beach makes no warranties, express or implied, nor any representation whatsoever
      other than as expressly set forth herein. 


    
      
        
        

      

      
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    29.2.
      No
      Authority.
      NO
      SALESPERSON, REPRESENTATIVE OR OTHER PERSON HAS THE AUTHORITY TO BIND OR
      OBLIGATE PLANET BEACH EXCEPT AN AUTHORIZED OFFICER OF PLANET BEACH BY WRITTEN
      DOCUMENT. YOU ACKNOWLEDGE THAT NO REPRESENTATIONS, PROMISES, INDUCEMENTS,
      GUARANTEES OR WARRANTIES OF ANY KIND WERE MADE BY OR ON BEHALF OF PLANET BEACH,
      WHICH HAVE CAUSED YOU TO ENTER INTO THIS AGREEMENT. YOU UNDERSTAND THAT WHETHER
      YOU SUCCEED AS A FRANCHISEE IS DEPENDENT UPON YOUR EFFORTS, BUSINESS JUDGMENTS,
      THE PERFORMANCE OF YOUR EMPLOYEES, MARKET CONDITIONS AND VARIABLE FACTORS BEYOND
      THE CONTROL OR INFLUENCE OF PLANET BEACH. YOU FURTHER UNDERSTAND THAT SOME
      FRANCHISEES ARE MORE, OR LESS, SUCCESSFUL THAN OTHER FRANCHISEES AND THAT PLANET
      BEACH HAS MADE NO REPRESENTATIONS THAT YOU WILL DO AS WELL AS ANY OTHER
      FRANCHISEE. 

     

    29.3.
      Receipt.
      THE
      UNDERSIGNED ACKNOWLEDGES RECEIPT OF PLANET BEACH’S FRANCHISE OFFERING CIRCULAR,
      FINANCIAL STATEMENTS AND CONTRACTS FOR THE PLANET BEACH TANNING SPA FRANCHISE
      AT
      LEAST 10 BUSINESS DAYS PRIOR TO EXECUTION OF THIS AGREEMENT OR PAYMENT OF ANY
      MONIES FOR THE FRANCHISE. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THIS
      AGREEMENT, WITH ALL BLANKS COMPLETED AND WITH ANY AMENDMENTS AND EXHIBITS,
      AT
      LEAST 5 BUSINESS DAYS PRIOR TO EXECUTION OF THIS AGREEMENT. 

     

    29.4.
      Your Business Efforts. YOU, AS AN INDEPENDENT BUSINESS PERSON OR ENTITY,
      RECOGNIZE THAT THERE ARE ECONOMIC HAZARDS IN CONNECTION WITH THE OPERATION
      OF
      ANY BUSINESS, INCLUDING THE TYPE CONTEMPLATED BY YOU PURSUANT TO THIS AGREEMENT.
      YOU ACKNOWLEDGE THAT PLANET BEACH DOES NOT GUARANTEE YOUR SUCCESS, FINANCIAL
      OR
      OTHERWISE, EVEN THOUGH YOU MAY FOLLOW OR RELY ON PLANET BEACH'S ADVICE,
      RECOMMENDATIONS, PROGRAMS, POLICIES AND PROCEDURES. YOU ACKNOWLEDGE THAT YOU
      HAVE MADE AN INDEPENDENT INVESTIGATION OF THE FRANCHISED BUSINESS AND THAT
      NO
      REPRESENTATION HAS BEEN MADE BY PLANET BEACH REGARDING THE POTENTIAL OR FUTURE
      PROFITABILITY OF THE FRANCHISED BUSINESS, NOR OF THE FUTURE NUMBER OF PLANET
      BEACH TANNING SPAS AND ANY BENEFITS FLOWING THEREFROM. YOU UNDERSTAND THAT
      ANY
      INCOME OR PROFITS YOU MAY REALIZE WILL BE PRIMARILY THE RESULT OF YOUR EFFORTS
      AND LABORS, AND NOT THOSE OF PLANET BEACH OR THIRD PARTIES. THIS FRANCHISE
      IS
      NOT A SECURITY AND YOU AGREE NOT TO RELY ON PLANET BEACH OR ANY THIRD PARTY
      TO
      PRODUCE INCOME FOR YOU PURSUANT TO THIS AGREEMENT. 

     

    29.5.
      Opportunity
      to Review by Your Advisors.
      YOU
      ACKNOWLEDGE THAT PLANET BEACH HAS RECOMMENDED, AND THAT YOU HAVE HAD THE
      OPPORTUNITY TO OBTAIN, REVIEW OF THIS AGREEMENT AND PLANET BEACH'S UNIFORM
      FRANCHISE OFFERING CIRCULAR BY YOUR LAWYER, ACCOUNTANT OR OTHER BUSINESS ADVISOR
      PRIOR TO EXECUTION HEREOF. 

     

    29.6.
      Execution
      Of Agreement.
      EACH OF
      THE UNDERSIGNED PARTIES WARRANTS THAT IT HAS THE FULL AUTHORITY TO SIGN AND
      EXECUTE THIS AGREEMENT. IF YOU ARE A PARTNERSHIP, CORPORATION OR LIMITED
      LIABILITY COMPANY, THE PERSON EXECUTING THIS AGREEMENT ON BEHALF OF SUCH
      PARTNERSHIP, CORPORATION OR LIMITED LIABILITY COMPANY WARRANTS TO PLANET BEACH,
      BOTH INDIVIDUALLY AND IN HIS CAPACITY AS PARTNER, OFFICER, MEMBER OR MANAGER,
      AS
      APPLICABLE, THAT ALL OF THE PARTNERS OF THE PARTNERSHIP, ALL OF THE SHAREHOLDERS
      OF THE CORPORATION, OR ALL OF THE MEMBERS AND MANAGERS OF THE LIMITED LIABILITY
      COMPANY, AS APPLICABLE, HAVE READ AND APPROVED THIS AGREEMENT, INCLUDING ANY
      RESTRICTIONS WHICH THIS AGREEMENT PLACES UPON RIGHTS TO TRANSFER THEIR INTEREST
      IN THE PARTNERSHIP, CORPORATION OR LIMITED LIABILITY COMPANY. 


    
      
        
        

      

      
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    29.7.
      Execution
      in Duplicate.
      THIS
      AGREEMENT MAY BE EXECUTED IN DUPLICATE, EACH OF WHICH SHALL BE DEEMED AN
      ORIGINAL. 

     

    The
      parties hereto, intending to be legally bound, have hereunto executed this
      Agreement the day and year first above written. 

     

    PLANET
      BEACH FRANCHISING CORPORATION 

     

    By:
      

     

    This
      Agreement is not fully executed until signed by the CEO or COO of Planet Beach
      Franchising Corporation: 

     

    FRANCHISEE
      

     

    Witness
      

     

    Witness
      


    
      
        
        

      

      
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    EXHIBIT
      A


    TO
      PLANET
      BEACH FRANCHISING CORPORATION SINGLE UNIT FRANCHISE AGREEMENT 

     

    SCHEDULE
      OF AUTHORIZED AND APPROVED PRODUCTS AND SERVICES 

     

    For
      purposes of the Franchise Agreement, the following products and services are
      currently “Authorized and Approved Products and Services” as described in
      Section 11.8. 

     

    PBFC:
      for
      Swedish Beauty and Australian Gold products and private label products. Total
      Image: for Spa components such as modular wall systems, including doors and
      hardware, various retail fixtures and displays, shelving units for tanning
      rooms
      and restrooms, interior and exterior signage and fabric ceiling waves.


     

    StoreFloors:
      for all Spa flooring including vinyl base, adhesives and transition materials.
      Meletio: for all Spa light fixtures. Office Concepts: for all Spa furniture.
      Linear Architecture: for all Spa Site Surveys as well as all Spa Mechanical,
      Electrical and 

     

    Plumbing
      (MEP) Architectural Drawings. General Contractors are approved by PBFC on a
      per
      store basis. ETS: tanning equipment. 

     

    PLANET
      BEACH FRANCHISING CORPORATION 

     

    By:
      

     

    FRANCHISEE
      

     

    Witness
      

     

    Witness
      


    
      
        
        

      

      
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    EXHIBIT
      B


    TO
      PLANET
      BEACH FRANCHISING CORPORATION SINGLE UNIT FRANCHISE AGREEMENT 

     

    APPROVED
      LOCATION AND TERRITORY ADDENDUM 

     

    The
      undersigned franchisee has the right to establish one Planet Beach Tanning
      Spa
      at the following Approved Location (as defined in Section 2.1 of the Franchise
      Agreement): 

     

    Franchisee’s
      Territory (as defined in Section 3 of the Franchise Agreement) shall encompass
      the following area: ______________________30,000 population around surrounding
      Spa. 

     

    PLANET
      BEACH FRANCHISING CORPORATION 

    


    By:
      

    FRANCHISEE
      

    Witness
      Witness 


    
      
        
        

      

      
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    EXHIBIT
      C


    TO
      PLANET
      BEACH FRANCHISING CORPORATION SINGLE UNIT FRANCHISE AGREEMENT 

     

    GUARANTY
      AGREEMENT 

     

    
      (referred
        to as “Franchisee”) for the operation by Franchisee of a Planet Beach Tanning
        Spa; and 

    

     

    WHEREAS,
      the undersigned guarantor desires to guarantee the obligations of Franchisee
      to
      Planet Beach Franchising Corporation; 

     

    NOW,
      THEREFORE, the parties hereto, intending to be legally bound, do hereby agree
      as
      follows: 

     

    The
      undersigned, as a person with an interest in a Planet Beach Tanning Spa
      franchise, agrees to personally and unconditionally guarantee the obligations
      of
      Franchisee to Planet Beach Tanning Spa and shall personally be subject to and
      bound by all terms, conditions, restrictions and prohibitions contained in
      the
      Planet Beach Franchising Corporation's Single Unit Franchise Agreement
      including, without limitation, the confidentiality provisions, covenants, and
      indemnification provisions contained in Sections 14, 20 and 21.4, respectively.
      Further, the undersigned agrees to personally act as surety for the full and
      faithful performance of all of the financial obligations, commitments and
      payments required of the Franchisee in any such subject Franchise Agreement.
      The
      undersigned agrees that Planet Beach Franchising Corporation does not have
      to
      pursue any remedies it may have against the Franchisee or any other individual
      guarantor; but, rather, it may proceed directly and primarily against the
      undersigned with or without joining the Franchisee or other guarantors as
      principals or as named parties in any such proceeding. The undersigned is
      jointly and severally liable for such obligations, commitments and payments
      required of the Franchisee. 


    
      
        
        

      

      
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    ACKNOWLEDGMENT
      BY GUARANTOR 

     

    WHEREAS,
      a Guaranty Agreement dated ____ ______, is being entered into between Planet
      Beach Franchising Corporation and ____________
      (“Guarantor”), whereunder Guarantor has guaranteed the obligations of a
      corporate, limited partnership or limited liability company franchisee to Planet
      Beach Franchising Corporation, or is the spouse of an individual franchisee
      of
      Planet Beach Franchising Corporation, and 

     

    WHEREAS,
      Planet Beach Franchising Corporation and Guarantor desire to clarify the
      relationship between them. 

     

    NOW,
      THEREFORE, Guarantor acknowledges that Guarantor has conducted an independent
      investigation of the Planet Beach Franchising Corporation franchise program
      and
      recognizes that the business venture contemplated by the franchisee involves
      business risk and success will be largely dependent upon the ability of the
      franchisee, Guarantor and other persons with an interest in the franchise as
      independent business persons. Planet Beach Franchising Corporation expressly
      disclaims the making of, and Guarantor acknowledges not receiving, any guaranty
      or warranty, express or implied, nor any representation as to the potential
      volume, profits or success of the business venture contemplated by the Franchise
      Agreement. Guarantor further represents that Guarantor is not a party to any
      agreement which might interfere with the performance required of persons with
      an
      interest in the franchise under the Planet Beach Franchising Corporation's
      Single Unit Franchise Agreement, and that entering into such agreement shall
      not
      in any way interfere with or constitute a breach of any prior existing contract
      to which Guarantor is a party. 


    
      
        
        

      

      
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    EXHIBIT
      D


    TO
      PLANET
      BEACH FRANCHISING CORPORATION SINGLE UNIT FRANCHISE AGREEMENT 

     

    RIDER
      TO LEASE 

     

    THIS
      RIDER TO LEASE made this ____ day of ___________________20___, by and between
      __________________________________________________________, with principle
      offices at____________________________________________________ (hereinafter
      “Landlord”): and _______________________________________________, with principle
      offices at ____________________________________________________ (hereinafter
      “Tenant”); and Planet Beach Franchising Corporation, a Louisiana Corporation,
      with its principal address at 5161 Taravella Road, Marrero, Louisiana 70072
      (hereinafter “Franchisor”). 

     

    This
      Rider supplements and forms a part of that certain lease between Landlord and
      Tenant, dated ______________________________, 20____, (the “Lease”) for leased
      premises located at ________________________________________________________
      (the “Premises”). This Rider is entered into in connection with Franchisor’s
      grant of a franchise to Tenant to operate a franchised business at the Premises.
      It is intended to provide Franchisor the opportunity to preserve the Premises
      as
      a tanning Spa operated under Franchisor’s brand in the event of any termination
      of the lease or any franchise agreement between Franchisor and Tenant, and
      to
      assure Landlord that, if Franchisor exercises the option to assume the Lease
      as
      provided in this Rider to Lease, any defaults of Tenant under the Lease will
      be
      cured by Franchisor before it takes possession of the Premises. Landlord agrees
      that Franchisor will have the right, but not the obligation, to assume the
      Lease
      of the Premises attached hereto as Exhibit A, on the terms, covenants and
      conditions hereinafter set forth. 


    I.
      DEFAULT BY TENANT UNDER THE LEASE 

     

    1.0
      Landlord will send Franchisor copies of all notices of default it gives to
      Tenant at the same time it gives such notices to Tenant. If Tenant fails to
      cure
      any default within the period specified in the Lease, Landlord will promptly
      give written notice to Franchisor, specifying the default Tenant has failed
      to
      cure. Franchisor will have the right and option to assume the Lease by giving
      written notice to Landlord and Tenant within thirty (30) days after the date
      of
      receipt of Landlord’s notice that Tenant has failed to cure a default under the
      Lease. 

     

    1.1
      Landlord will deliver possession of the Premises to Franchisor promptly after
      Landlord receives Franchisor’s written notice exercising its option to assume
      the Lease. Franchisor, upon taking possession of the Premises, will cure the
      defaults specified by Landlord and will execute and deliver to Landlord an
      assumption of the Tenant’s rights and obligations under the Lease. 

     

    1.2
      Franchisor will not be required to cure defaults and/or begin paying rent until
      Landlord delivers possession of the Premises to Franchisor. If it becomes
      necessary for Landlord to pursue legal action in order to evict Tenant and
      deliver possession of the Premises to Franchisor, Franchisor will, upon written
      request by Landlord, pay into an escrow account with Landlord’s attorney, such
      amounts as are necessary to cure Tenant’s defaults. If Landlord is unable to
      deliver possession of the Premises to Franchisor within nine (9) months after
      the date of Franchisor’s exercise of its option to assume the Lease, Franchisor
      will have the right, at any time until Landlord delivers possession of the
      Premises, to rescind the option exercise, by written notice to Landlord,
      whereupon all amounts in escrow shall be returned to Franchisor. 

     


    
      
        
        

      

      
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    II.
      TENANT’S FAILURE TO EXTEND TO LEASE TERM. 

     

    2.0
      If
      the Lease contains the term renewal or extension right(s) and if Tenant allows
      the term to expire without exercising said right(s), Landlord will give
      Franchisor written notice thereof, and Franchisor will have the right and option
      to exercise the Tenant’s renewal or extension right(s) on the same terms and
      conditions as are contained in the Lease by giving written notice to Landlord
      within thirty (30) days of receipt of Landlord’s notice. If Franchisor exercises
      such right(s) Landlord and Franchisor will promptly execute a lease assumption
      agreement that will provide for Franchisor’s assumption of the Lease effective
      at the commencement of the extension or renewal term. 


    III.
      TERMINATION OF A FRANCHISE AGREEMENT. 

     

    3.0
      Franchisor will have the right and option to assume the Lease if any franchise
      agreement between Franchisor and Tenant is terminated for any reason during
      the
      term of the Lease. If any franchise agreement between Franchisor and Tenant
      is
      terminated and Franchisor desires to assume the Lease it may give written notice
      to Landlord requesting that Landlord specify any existing defaults by Tenant
      under the Lease. Within fifteen (15) days after receipt of such notice, Landlord
      will give Franchisor written notice specifying any existing defaults by Tenant
      under the Lease. 

     

    3.1
      If
      any franchise agreement between Franchisor and Tenant is terminated, Tenant
      shall, within ten (10) days after written demand by Franchisor, assign all
      of
      its right, title and interest in the Lease to Franchisor. If Tenant fails to
      do
      so, Tenant hereby designates Franchisor as its agent to execute any and all
      documents, agreements and to take all action that may be necessary or desirable
      to effectuate the assignment of the Lease and the relinquishment of any and
      all
      of Tenant’s right there under. Landlord consents to such assignment, subject to
      Franchisor executing as assumption of the Lease in form reasonably satisfactory
      to Landlord and curing all defaults of Tenant under the Lease before taking
      possession of the Premises. Tenant further agrees to promptly and peaceably
      vacate the Premises and to remove its personal property at the written request
      of Franchisor. Any property not so removed by Tenant within ten (10) days
      following receipt of such written request shall be deemed abandoned by Tenant.
      

     

    3.2
      Tenant agrees that termination of any franchise agreement for the Premises
      shall, at the option of Landlord, be a default under the Lease.



    IV.
      ADDITIONAL PROVISIONS 

     

    4.0
      Tenant shall remain liable to Landlord for all of its obligation under the
      Lease, notwithstanding any assignment of the Lease to Franchisor. Franchisor
      shall be entitled to recover from Tenant all amounts it pays to Landlord to
      cure
      Tenant’s defaults under the Lease, including interest and reasonable collection
      costs. 

     

    4.1
      Prior
      to taking possession of the Premises pursuant to its rights under this Rider
      to
      Lease, Franchisor will cure the defaults specified by Landlord and execute
      and
      deliver to Landlord an assumption of the Tenants right and obligation under
      the
      Lease. Franchisor corporation will pay, perform and be bound by all of the
      duties and obligations of the Lease applicable to Tenant, except that Franchisor
      may elect not to assume or be bound by the terms of any amendment to the Lease
      executed by Tenant without obtaining Franchisor’s prior written approval, which
      shall not be unreasonably withheld. 


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    4.2
      After
      Franchisor assumes Tenant’s interest in the Lease, Franchisor will not be
      subject to any provision of the Lease that requires the Tenant to continuously
      operate a business in the Premises during any period that the business in the
      Premises is closed for remolding or while the Franchisor is seeking to obtain
      and train a new franchisee to operate a franchised business in the Premises.
      

     

    4.3
      After
      Franchisor assumes Tenant’s interests in the Lease, Franchisor may, without
      Landlord’s consent, sublet the Premises to a franchisee of Franchisor provided
      the Franchisor remains primarily liable under the Lease. 

     

    4.4
      After
      Franchisor assumes Tenant’s interest in the Lease, Franchisor may, assign this
      Lease so long as Franchisor remains liable for the payment of rent and the
      performance of Tenant’s duties and obligations under the Lease. Franchisor may
      also, with the prior written consent of Landlord, assign without recourse its
      rights under the Lease. Landlord shall not unreasonably withhold its consent
      to
      an assignment to a franchisee of Franchisor who meets Franchisor’s financial
      qualification requirements. Upon receipt by Landlord of an assumption agreement
      in form reasonably satisfactory to Landlord pursuant to which such franchisee
      agrees to assume the Lease and to observe the terms, conditions and agreements
      on the part of Tenant to be performed under the Lease, Franchisor shall be
      released from all liability as tenant under the Lease accruing after the date
      of
      the effective date of the assignment. 

     

    4.5
      If
      the Lease or Franchise Agreement for the Premises is terminated and Franchisor
      does not exercise its option to assume the Lease, Tenant agrees, upon written
      demand by Franchisor, to promptly remove signs, décor and other items which
      Franchisor reasonably requests be removed as being distinctive and indicative
      of
      Franchisor’s trademarks and trade dress. Franchisor may enter upon the Premises
      without being guilty of trespass or tort to effect such de-identification if
      Tenant fails to do so within ten (10) days after receipt of written demand
      from
      Franchisor. Tenant shall pay Franchisor for its reasonable cost and expenses
      in
      effecting de-identification. Franchisor shall defend, indemnify and hold
      Landlord harmless from and against any claims arising from Franchisor’s
      de-identification of the Premises. 

     

    4.6
      BY
      EXECUTING THIS RIDER TO THE LEASE, FRANCHISOR DOES NOT HEREBY ASSUME ANY
      LIABILITY WITH RESPECT TO THE PREMISES OR ANY OBLIGATION AS TENANT UNDER THE
      LEASE, UNLESS AND UNTIL FRANCHISOR EXPRESSLY ASSUMES SUCH LIABILITY AND/OR
      OBLIGATION, AS HEREINABOVE DESCRIBED. 

     

    4.7
      All
      notices hereunder shall be delivered by certified mail to the addresses
      described in the Lease or to such other address as any party hereto may, by
      written notice instruct that notices be given. In the case of Franchisor,
      notices should be sent to: Director of Real Estate, 5161 Taravella Road,
      Marrero, Louisiana, 70072, until further notice. 

     

    THE
      NEXT PAGE IS THE SIGNATURE PAGE 


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS LEASE OPTION RIDER TO
      BE
      EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN. 

    
       

    

    
      
        	
                 

              	 	
                By:
                  

              	 


      

    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E
      TO
      PLANET
      BEACH FRANCHISING CORPORATION SINGLE UNIT FRANCHISE AGREEMENT 

     

    CONFIDENTIALITY
      AND NON-COMPETITION AGREEMENT 

    (for
      trained employees, shareholders, officers, directors, general partners, members
      and managers of Franchisee) 

     

    In
      consideration of my being a ________________________ of
      _______________________________ (the “Franchisee”), and other good and valuable
      consideration, the receipt and sufficiency of which is acknowledged, I hereby
      acknowledge and agree that: 

     

    1. _________________________,
      doing business as ____________________ (the “Franchisee”), has acquired the
      right and franchise from Planet Beach Franchising Corporation (the “Company”) to
      establish and operate a Planet Beach Tanning Spa (the “Spa” or “Franchised
      Business”) and the right to use in the operation of the Company’s trade names,
      service marks, trademarks, logos, emblems, and indicia of origin (the
“Proprietary Marks”) and the Company’s unique and distinctive format and system
      relating to the establishment and operation of Planet Beach Tanning Spas (the
      “System’), as they may be changed, improved and further developed from time to
      time in the Company’s sole discretion, only at the following authorized and
      approved location (the “Approved Location”): 

     

    2. The
      Company possesses certain proprietary and confidential information relating
      to
      the operation of the System, which includes certain proprietary methods,
      techniques, formats, specifications, systems, procedures, methods of business
      practices and management, sales and promotional techniques and knowledge of,
      and
      experience in, the operation of the Franchised Business (the “Confidential
      Information”). 

     

    3. Any
      and
      all information, knowledge, know-how, and techniques that the company
      specifically designates as confidential shall be deemed to be Confidential
      Information for purposes of this Agreement. 

     

    4. As
      _____________________ of the Franchisee, the Company and Franchisee will
      disclose the Confidential Information to me in furnishing to me the training
      program and subsequent ongoing training, the company’s Operations Manual (the
“Manual”) and other general assistance during the term of this Agreement.


     

    5. I
      will
      not acquire any interest in the Confidential Information, other than the right
      to utilize it in the operation of the Franchised Business during the term
      hereof, and the use of duplication of the Confidential Information for any
      use
      outside the System would constitute an unfair method of competition.


     

    6. The
      confidential Information is proprietary, involves trade secrets of the Company,
      and is disclosed to me solely on the condition that I agree, that I shall hold
      in strict confidence all Confidential Information and all other Information
      designated by the Company as confidential. Unless the Company otherwise agrees
      in writing, I will disclose and/or use the Confidential Information only in
      connection with my duties as _______________________ of the Franchisee, and
      will
      continue not to disclose any such information even after I cease to be in that
      position and will not use any such information even after I cease to be in
      that
      position unless I can demonstrate that such information has become generally
      known or easily accessible other than by the breach of an obligation of
      Franchisee under the Franchise Agreement. 

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    7.
      Except
      as otherwise approved in writing by the Company, I shall not, while in my
      position with the Franchise and for a continuous uninterrupted period commencing
      upon the cessation or termination of my position with Franchisee, regardless
      of
      the cause for termination, and continuing for 2 years thereafter, either
      directly or indirectly, for myself, or through, on behalf of, or in conjunction
      with any person, persons, partnership, or corporation, own, maintain, operate,
      engage in, act as a consultant for, perform services for, or have any interest
      in any retail business selling any product or products which are the same as,
      or
      substantially similar to, any of the products or services offered by a Planet
      Beach Tanning Spa, except at a Planet Beach Tanning Spa, which is or is intended
      to be, located within: 

     

    7.1
      the
      Franchisee's Territory as defined in the Franchise Agreement; 

     

    7.2
      10
      miles of Franchisee’s Territory; or 

     

    7.3
      10
      miles of any Planet Beach Tanning Spa operating under the System and the
      Proprietary Marks. 

     

    This
      restriction does not apply to my ownership of less than 5% beneficial interest
      in the outstanding securities of any publicly-held corporation. 

     

    1. I
      agree
      that each of the foregoing covenant shall be constructed as independent of
      any
      other covenant or provision of this Agreement. If all or any portion of a
      covenant in this Agreement is held unreasonable or unenforceable by a court
      or
      agency having valid jurisdiction in an unappealed final decision to which the
      Company is a party, I expressly agree to be bound by any lesser covenant
      subsumed within the terms of such covenant that imposes the maximum duty by
      law,
      as if the resulting covenant were separately stated in and made part of this
      Agreement. 

     

    2. I
      understand and acknowledge that the Company shall have the right, in its sole
      discretion to reduce the scope of any covenant set forth in this Agreement,
      or
      any portion thereof, without my consent, effective immediately upon receipt
      by
      me of written notice thereof; and I agree to comply forthwith with any covenant
      as so modified. 

     

    3. The
      Company is an intended beneficiary of this Agreement and may enforce it, solely
      and/or jointly with the Franchisee. I am aware that my violation of this
      Agreement will cause the Company and the Franchisee irreparable harm; therefore,
      I acknowledge and agree that the Franchisee and/or the Company may apply for
      the
      issuance of an injunction preventing me from violating this Agreement, and
      I
      agree to pay the Franchisee and the Company all the costs it/they incur(s),
      including, without limitation, legal fees and expenses, if this Agreement is
      enforced against me. Due to the importance of this Agreement to the Franchisee
      and the Company, any claim I have against the Franchisee or the Company is
      separate matter and does not entitle me to violate, or justify any violation
      of
      this Agreement. 

    


    11.
      This
      Agreement shall be constructed under the laws of the State of Louisiana without
      regard to its conflict of laws, LCC Arts. 3515 et seq., and any amendments
      and/or Planet
      Beach Franchising Corporation Single Unit Franchise Agreement 3/07 41
      Franchisee’s
      Initials revisions
      thereto. The only way this Agreement can be changed is in writing signed by
      both
      the Franchisee and me. 


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    Signature:
      __________________ Signature: _____________________ Name: __________________
      Name: ______________________ Address: __________________ Address:
      ______________________ Title: __________________ Title: _______________________
      Witness: _________________________ Witness: _______________________


     

    ACKNOWLEDGED
      BY FRANCHISEE 

    By:
      ____________________________ Name: ____________________________ Title:
      ____________________________ 

     

    By:
      ____________________________ Name: ____________________________ Title:
      ____________________________ 


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F
      

    TO
      PLANET
      BEACH FRANCHISING CORPORATION SINGLE UNIT FRANCHISE AGREEMENT 

     

    CONDITIONAL
      ASSIGNMENT OF FRANCHISEE'S TELEPHONE NUMBERS 

     

    1.
      ,
      doing business at _____________________________________
      ("Assignor"),
      in exchange for valuable consideration provided by Planet Beach Franchising
      Corporation ("Assignee"), receipt of which is hereby acknowledged, hereby
      conditionally assigns to Assignee all telephone numbers and listings utilized
      by
      Assignor in the operation of its Spa at Assignor's above-referenced address.
      Those numbers are as follows: 

     

    2.
      The
      conditional agreement shall become effective automatically upon termination
      of
      Assignor's franchise. Upon the occurrence of that condition, Assignor shall
      do
      all things required by the telephone company to assure the effectiveness of
      the
      assignment of telephone numbers as if the Assignee had been originally issued
      such telephones, telephone numbers, telephone listings and the usage thereof.
      

     

    3.
      Assignor agrees to pay the telephone company on or before the effective date
      of
      assignment all amounts owed for the use of the telephone number(s) including,
      without limitation, Yellow Pages advertising. Assignor further agrees to
      indemnify Assignee for any sums Assignee must pay the telephone company to
      effectuate this agreement, and agrees to fully cooperate with the telephone
      company and Assignee in effectuating this assignment. 

    


    ASSIGNOR:
      

     

    Date:
      

     

    Date:
      

    ASSIGNEE:
      PLANET BEACH FRANCHISING CORPORATION 

     

    By:
      Date:



    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G
      TO
      PLANET
      BEACH FRANCHISING CORPORATION SINGLE UNIT FRANCHISE AGREEMENT 

     

    STATEMENT
      OF PROSPECTIVE FRANCHISEE 

     

    (Note:
      Dates and answers must be completed in the Prospective Franchisee’s own
      handwriting.) 

     

    1.
      The
      date of my first face-to-face meeting with a Planet Beach Franchise Marketing
      Representative to discuss the possible purchase of a Franchise. _____________,
      20__. Date Franchisee's
      Initials ______
      

     

    2.
      The
      date on which I received a Uniform Franchise Offering Circular about
the
      Planet Beach Tanning Spa Franchise. __________________,20__. Date Franchisee's
      Initials ______
      

     

    3.
      The
      date when I received a fully completed copy (other than signatures) of the
      Franchise
      Agreement I later signed. __________________,20___. Date Franchisee's
      Initials ______
      

     

    4.
      The
      earliest date on which I signed the Franchise Agreement or any other binding
      document
      (not including the Preliminary Deposit Agreement and the Receipt page).
      __________________, 20__. Date 

    Franchisee's
      Initials ______
      

     

    5.
      The
      earliest date on which I delivered cash, check or other consideration to the
      Franchise Marketing Representative, broker, Planet Beach Franchising Corporation
      ("Franchisor") or any other person or company. 


    _________________,
      20__. Date 

     

    Franchisee's
      Initials ______
      


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    Representations:
      

     

    No
      promises, agreements, contracts, commitments, understandings, "side-deals",
      options, rights-of-first-refusal or otherwise have been made to or with me
      with
      respect to any matter (including but not limited to any representations or
      promises regarding advertising (television or otherwise), marketing, site
      location, operational assistance or otherwise) nor have I relied in any way
      on
      any such except as expressly set forth in the Franchise Agreement, written
      Option Agreement, or written addendum signed by me and the President of
      Franchisor except as follows: 

     

    ____________________.
      (If none, the prospective franchisee shall write NONE in his/her own handwriting
      and initial same.) 

    Franchisee's
      Initials ______ 

     

    No
      oral,
      written or visual claim or representation, promise, agreement, contract,
      commitment, understanding or otherwise which contradicted, expanded upon or
      was
      inconsistent with the Offering Circular or the Franchise Agreement was made
      to
      me by any person or entity, except as
      follows:_______________________________________________________________________
      

     

    ___________________________.
      (If none, the prospective franchisee shall write NONE in his/her own handwriting
      and initial same.) 

    Franchisee's
      Initials ______ 

     

    No
      oral,
      written or visual claim or representation (including but not limited to charts,
      tables, spreadsheets or mathematical calculations) which stated or suggested
      any
      specific level or range of actual or potential sales, costs, income, expenses,
      profits, cash flow, tax effects or otherwise (or from which such items might
      be
      ascertained) was made to me by any person or entity, except as
      follows:_______________________________________________________________________
      

     

    ___________________________.
      (If none, the prospective franchisee shall write NONE in his/her own handwriting
      and initial same.) 

    Franchisee's
      Initials ______ 

     

    No
      contingency, condition, prerequisite, prior requirement, proviso, reservation,
      impediment, stipulation, provision or otherwise exists with respect to any
      matter (including but not limited to obtaining financing, selection, purchase,
      lease or otherwise of a site, operational matters or otherwise) and/or with
      respect to my fully performing all of my obligations under the Franchise
      Agreement and/or any other documents to be executed by me nor have I relied
      in
      any way on any such, except as expressly set forth in a writing signed by me
      and
      the CEO and COO of Franchisor, except as
      follows:_______________________________________________________________________
      

     

    ________________________.
      (If none, the prospective franchisee shall write NONE in his/her own handwriting
      and initial same.)
      Franchisee's Initials ______ 

     


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    I
      hereby understand that there will be no refunds. Franchisee's
      Initials _____ 

     

    Franchisor
      does not make or endorse nor does it allow any marketing representative, broker
      or other individual to make or endorse any oral, written, visual or other claim
      or representation (including but not limited to charts, tables, spreadsheets
      or
      mathematical calculations) which stated or suggested any specific level or
      range
      of actual or potential sales, costs, income, expenses, profits, cash flow,
      tax
      effects or otherwise (or from which such items might be ascertained) with
      respect to this or any other Franchise, whether made on behalf of or for
      Franchisor, any Franchisee or other individual and expressly disclaims any
      such
      information, data or results. 

     

    In
      addition, Franchisor does not permit any promises, agreements, contracts,
      commitments, understandings, "side-deals", options, rights-of-first-refusal
      or
      otherwise or variations of, changes in or supplements to the Franchise Agreement
      or the existence of any contingencies or conditions to Franchisee's obligations
      except by means of a written Addendum signed by Franchisee and Franchisor.
      

     

    If
      any
      such representations, "side-deals", contingencies or otherwise have been made
      by
      you by any person or otherwise exist, immediately inform the CEO of Franchisor.
      

     

    The
      prospective franchisee understands and agrees to all of the foregoing and
      certifies that all of the above statements are true, correct and complete.
      

     

    FRANCHISEE
      

    Dated:
      

     

    Dated:
      

     

    All
      of
      the above is true, correct and complete to the best of my knowledge, information
      and belief. 

     

    Franchise
      Marketing Representative 

     

    APPROVED:
      PLANET BEACH FRANCHISING CORPORATION 

     

    By:
      

    


    
      
        
        

      

      
        46