AMENDED
      AND RESTATED

    TRADEMARK
      AND SYSTEM LICENSE AGREEMENT

    


    AMENDED
      AND RESTATED TRADEMARK AND SYSTEM LICENSE AGREEMENT (this “Agreement”),
      dated
      as of September 15, 2008, between Planet Beach Brands, LLC, a Louisiana Limited
      Liability Company with its principal place of business at 920 Poeyfarre, Ph.3,
      New Orleans, LA, 70130 (“Licensor”)
      and
      Planet Beach Franchising Corporation, a Nevada corporation (formerly a Louisiana
      corporation) with its principal place of business at 5145 Taravella Road,
      Marrero, LA 70072 (“Licensee”).
      Capitalized terms used and not otherwise defined herein shall have the meanings
      ascribed to them in the Original Agreement (as defined below).

    


    BACKGROUND

    


    Licensor
      and Licensee entered into a certain Trademark and System License Agreement
      dated
      as of April 10, 2007 (the “Original
      Agreement”).
      Under
      the Original Agreement, Licensor licensed to Licensee a proprietary business
      system for the distribution of Tanning and Spa Services and related products,
      the distinguishing characteristics of which include recognized designs, color
      schemes, copyrighted materials, management and operational procedures and
      standards and specifications for product quality, store appearance and customer
      services (collectively, the “System”).
      Under
      the Original Agreement, Licensor also licensed to licensee the mark “Planet
      Beach” and other trademarks, service marks, logos and other indicia of origin
      which Licensor has designated or may in the future designate for use in
      connection with the System, including the marks listed on Attachment A hereto
      (the “Proprietary
      Marks”).

    


    Licensor
      and Licensee desire to amend and restate certain terms of the Original Agreement
      to expand the rights granted to Licensee to use the Proprietary Marks and the
      System in exchange for the issuance by Licensee to Licensor of 5,626,604 shares
      of Series A Preferred Stock.

    


    AGREEMENT

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual premises and covenants contained herein, the
      Original Agreement is amended and restated and the parties hereto agree as
      follows:

     

    1. Issuance
      of Series A Preferred Stock; Investment Representations.

     

    1.1 Issuance
      of Series A Preferred Stock. In consideration of the expanded rights granted
      to Licensee in this Agreement and for the additional payment by the Licensor
      of
      an amount equal to the par value for each share of Series A Preferred Stock
      granted to the Licensor, Licensee shall immediately issue to the Licensor
      5,626,604 shares (the “Shares”)
      of the
      Licensee’s Series A Preferred Stock.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    1.2 Investment
      Representations. Licensor represents and warrants to Licensee
      that:

     

    (a) Licensor,
      or all of the Licensor’s stockholders, are “Accredited Investors” as defined in
      Regulation D promulgated under the Securities Act of 1933, as amended (the
      “Act”).

     

    (b) The
      Shares are being acquired by Licensor for its own account, for investment
      purposes and not with a view to the sale or distribution of all or any part
      of
      the Shares, nor with any present intention to sell or in any way distribute
      the
      same, as those terms are used in the Act, and the rules and regulations
      promulgated thereunder.

     

    (c) Licensor
      has sufficient knowledge and experience in financial matters so as to be capable
      of evaluating the merits and risks of purchasing the Shares.

     

    (d) Licensor
      has reviewed copies of such documents and other information as Licensor has
      deemed necessary in order to make an informed investment decision with respect
      to its purchase of the Shares.

     

    (e) Licensor
      understands that the Shares may not be sold, transferred or otherwise disposed
      of without registration under the Act or the availability of an exemption
      therefrom and further understands that there are transfer restrictions contained
      in the certificate of designations for the Shares that permit transfers only
      in
      very limited circumstances.

     

    (f) Licensor
      understands and has the financial capability of assuming the economic risk
      of an
      investment in the Shares for an indefinite period of time.

     

    (g) Licensor
      has been advised by the Licensee that Licensor will not be able to dispose
      of
      the Shares, or any interest therein, without first complying with the relevant
      provisions of the Act and any applicable state securities laws and any other
      applicable transfer restrictions.

     

    (h) Licensor
      understands that the provisions of Rule 144 promulgated under the Act,
      permitting the routine sales of the securities of certain issuers subject to
      the
      terms and conditions thereof, are not currently, and may not hereafter be,
      available with respect to the Shares.

     

    (i) Licensor
      acknowledges that the Seller is under no obligation to register the Shares
      or to
      furnish any information or take any other action to assist Licensor in complying
      with the terms and conditions of any exemption which might be available under
      the Act or any state securities laws with respect to sales of the Shares in
      the
      future.

     

    2. Grant
      of Rights.

     

    Licensor
      hereby grants to Licensee, subject to the following terms and conditions, an
      exclusive, worldwide, royalty free, license (with right to sublicense) to use
      the Proprietary Marks and the System as now designated or designated in the
      future, and to license others to use the Proprietary Marks and the System as
      franchisees of Licensee.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    3. Term
      and Termination.

     

    3.1 The
      term
      of this Agreement is ten (10) years and shall automatically renew for successive
      ten (10) year terms until terminated pursuant to the provisions
      herein.

     

    3.2 Licensor
      may terminate this Agreement, if Licensee breaches this Agreement and fails
      to
      cure such breach within sixty (60) days following the receipt of written notice
      from Licensor specifying in detail the nature of the breach. 

     

    3.3 Licensee
      may terminate this Agreement at any time, with or without cause, upon sixty
      (60)
      days written notice to Licensor.

     

    Upon
      termination of this Agreement by either party, Licensor shall assume all of
      Licensee’s rights and obligations regarding the Proprietary Marks and the System
      under any franchise agreements then in effect.

     

    4. Quality
      Control.

     

    4.1 Licensee
      agrees that all goods sold and services performed under the Proprietary Marks
      and the System shall be of a quality equal to or higher than the products it
      presently sells under any other trademark. Licensor and its agents have the
      right, during Licensee’s normal business hours, to inspect the premises in which
      any services are rendered under the Proprietary Marks and the System and to
      inspect and evaluate such services, at Licensor’s sole expense, to determine
      whether such services comply with the quality control standards set forth
      herein.

     

    4.2 Licensor
      has the right to approve of any proposed uses of the Proprietary Marks and
      the
      Systems by Licensee and its franchisees.

     

    4.3 Licensor
      has the right to review and approve all labeling, advertising, displays and
      other items on which the Proprietary Marks appear prior to the use of such
      items
      by Licensee or its franchisees. Licensor acknowledges that if it does not
      exercise its approval rights within fifteen (15) business days of the estimated
      launch of an applicable advertising or labeling campaign, such advertising
      or
      labeling shall be deemed approved. Licensee agrees that it will not use, nor
      permit its franchisees to use, any items which have been disapproved by
      Licensor.

     

    5. Duties
      of Licensor and Licensee.

     

    5.1 Licensee
      acknowledges that Licensor is the owner of all right, title and interest in
      and
      to the Proprietary Marks and the System, including without limitation the marks
      identified in Attachment A to this Agreement, and that Licensee’s use of the
      Proprietary Marks and the System creates in Licensee no rights in said mark
      other than those set forth herein. 

     

    5.2 Licensor
      shall execute and maintain all documents, registrations, updates, maintenance
      and renewals reasonably necessary at any time now or in the future to maintain
      the continued validity or enforceability of and to fully effect and perfect
      ownership and license rights in and to the Proprietary Marks and the System.
      

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    5.3 Licensee
      shall not challenge or, directly or indirectly, assert any right, title or
      interest in or to the Proprietary Marks and the System or any application for
      registration or registration thereof. 

     

    5.4 At
      the
      request of Licensor, Licensee shall execute and deliver all documents which
      Licensor deems reasonably necessary or appropriate to maintain any registration
      Licensor has or may obtain of the Proprietary Marks and the System, or to
      facilitate the making or granting of an application for registration of said
      mark.

     

    6. Enforcement/Litigation.

     

    6.1 Licensee
      agrees to inform Licensor promptly in writing of (a) any infringement or
      instance of unfair competition of which Licensee may become aware involving
      the
      Proprietary Marks and the System, (b) any challenge to Licensee's use of
      the Proprietary Marks and the System, and (c) any claim of which Licensee may
      become aware by any person to any right in the Proprietary Marks and the System.
      

     

    6.2 Licensee
      acknowledges that, notwithstanding any provision of any franchise agreement,
      Licensor has the right to direct and control any negotiation, administrative
      proceeding, or litigation involving the Proprietary Marks or the System,
      including any settlement thereof. 

     

    6.3 Notwithstanding
      the foregoing, Licensor shall, upon written request by Licensee, take action
      against uses by others that may constitute infringement of the Proprietary
      Marks
      and the System. Licensee shall assist and cooperate with Licensor by, among
      other things, furnishing such documentary evidence and oral testimony relating
      to Licensee's use of the Proprietary Marks and the System as Licensor may
      request.

     

    6.4 Except
      to
      the extent that litigation arises out of Licensee’s or its franchisee’s use of
      the Proprietary Marks and the System in a manner not authorized by this
      Agreement, Licensor agrees to reimburse Licensee and its franchisee for all
      costs incurred by such defense of its rights under this Agreement.

     

    7. Compliance
      with Laws.

     

    The
      parties shall comply with all governmental laws, regulations, decrees and their
      equivalent pertaining to the manufacturing, offering for sale, sale, advertising
      and distribution of the goods and services pursuant to this
      Agreement.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    8. Indemnification.

     

    Licensor
      agrees, at Licensor’s sole expense, to defend, indemnify and hold harmless
      Licensee, its franchisees, agents, officers and affiliates against any and
      all
      actions, claims, costs, damages or expenses which may be brought against or
      incurred by Licensee as a result of any claims that the Proprietary Marks or
      the
      System infringe upon the intellectual property rights of any third party.
      Further, Licensor agrees to indemnify, defend and hold harmless Licensee, its
      franchisees, agents, officers and affiliates against all actions, claims, costs,
      damages or expenses arising out of Licensee’s use of the Proprietary Marks or
      the System in accordance with the terms of this Agreement.

     

    9. Assignment
      and Transfer.

     

    Except
      for Licensee’s ability to sublicense as set forth in this Agreement, neither
      party shall assign or transfer the license that is the subject of this Agreement
      without the prior written consent of the other party, which shall not be
      unreasonably withheld. 

     

    10. Modification;
      Waiver.

     

    10.1 This
      Agreement constitutes the entire Agreement between Licensor and Licensee
      concerning the subject matter hereof and supersedes any prior agreements. No
      change, amendment or modification of any provision of this Agreement shall
      be
      valid unless set forth in a written instrument signed by both
      parties.

     

    10.2 Any
      failure by either party to enforce any provision of this Agreement shall not
      constitute a waiver of such party’s rights therein.

     

    11. Governing
      Law

     

    This
      Agreement shall be governed by and construed under the laws of the State of
      Louisiana without regard to its conflicts of laws provisions. The exclusive
      forum for any actions arising out of or relating to this Agreement shall be
      the
      appropriate state or federal court sitting in the State of
      Louisiana.

     

    12. Notice.

     

    Any
      and
      all notices required or permitted under this Agreement shall be in writing
      and
      shall be personally delivered, sent by registered mail, or sent by other means
      which affords the sender evidence of delivery or attempted delivery, by one
      party to the other at its address as set forth above. Any notice by a means
      which affords the sender evidence of delivery or attempted delivery shall be
      deemed to have been given and received at the date and time of receipt or
      attempted delivery.

     

    13. Binding
      Effect.

     

    This
      Agreement is binding upon the parties, their successors and
      assigns.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    14. Severability.

     

    If
      the
      application of any provision or provisions of this Agreement to any particular
      facts of circumstances is held to be invalid or unenforceable by any court
      of
      competent jurisdiction, then (a) the validity and enforceability of such
      provision or provisions as applied to any other particular facts or
      circumstances and the validity of other provisions of this Agreement will not
      in
      any way be affected or impaired thereby, and (b) such provision or provisions
      will be reformed without further action by the parties hereto and only to the
      extent necessary to make such provision or provisions valid and enforceable
      when
      applied to such particular facts and circumstances.

    
       

      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the date first above
      written.

    


    


    
      	
              PLANET
                BEACH BRANDS, LLC

            	
              PLANET
                BEACH FRANCHISING CORPORATION

            
	 	 
	
              By:
                /s/
                Stephen
                Smith                            
                

            	
              By:
                /s/
                Richard
                Juka                           
                

            
	 	 
	
              Name:
                Stephen
                Smith                             
                

            	
              Name:
                Richard
                Juka                            
                

            
	 	 
	
              Title:
                President
                and
                CEO                       
                

            	
              Title:
                Senior
                Vice
                President               
                

            


    

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    ATTACHMENT
      “A”

     

    AMENDED
      AND RESTATED TRADEMARK AND SYSTEM LICENSE AGREEMENT

     

    As
      of the
      date of execution of the Agreement, the following trademarks have been
      assigned:

     

    
      	 	
              n

            	
              Planet
                Beach Tanning • Spa Our Solar System Revolves Around
                You

            


    

    
      	 	
              ○

            	
              Serial
                Number 78634814

            


    

    
      	 	
              ○

            	
              Registration
                Number 3195152

            


    

    
      	 	
              ○

            	
              Filing
                Date May 23, 2005

            


    

     

    
      	 	
              n

            	
              Planet
                Beach (design mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 78375849

            


    

    
      	 	
              ○

            	
              Registration
                Number 2991967

            


    

    
      	 	
              ○

            	
              Filing
                Date February 28, 2004

            


    

     

    
      	 	
              n

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 78065851

            


    

    
      	 	
              ○

            	
              Registration
                Number 2585483

            


    

    
      	 	
              ○

            	
              Filing
                Date May 25, 2001

            


    

     

    
      	 	
              n

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 75174400

            


    

    
      	 	
              ○

            	
              Registration
                Number 2070046

            


    

    
      	 	
              ○

            	
              Filing
                Date September 30, 1996

            


    

     

    
      	 	
              n

            	
              Planet
                Beach (design mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 77123653

            


    

    
      	 	
              ○

            	
              Registration
                Number -
                Pending 

            


    

    
      	 	
              ○

            	
              Filing
                Date March 6, 2007

            


    

     

    
      	 	
              n

            	
              Contempo
                Spa (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 78800194

            


    

    
      	 	
              ○

            	
              Registration
                Number 3299750

            


    

    
      	 	
              ○

            	
              Filing
                Date January 26, 2006

            


    

     

    
      	 	
              n

            	
              Luminous
                Facial

            


    

    
      	 	
              ○

            	
              Serial
                Number 78819634

            


    

    
      	 	
              ○

            	
              Registration
                Number 3327379

            


    

    
      	 	
              ○

            	
              Filing
                Date February 21, 2006

            


    

     

    
      	 	
              n

            	
              Fusion
                Facial

            


    

    
      	 	
              ○

            	
              Serial
                Number 78891350

            


    

    
      	 	
              ○

            	
              Registration
                Number -
                Pending 

            


    

    
      	 	
              ○

            	
              Filing
                Date May 24, 2006

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    
      	 	
              ○

            	
              Australia:

            


    

    
      	 	
              ○

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 

            


    

    
      	 	
              ○

            	
              Registration
                Number 871469

            


    

    
      	 	
              ○

            	
              Filing
                Date April 3, 2001

            


    

    
      	 	
              ○

            	
              Owner:
                Planet Beach Tanning Salons, Inc. (Has not been
                assigned)

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              European
                Union

            


    

    
      	 	
              ○

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 23254495

            


    

    
      	 	
              ○

            	
              Registration
                Number 2154995

            


    

    
      	 	
              ○

            	
              Filing
                Date March 30, 2001

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              New
                Zealand:

            


    

    
      	 	
              ○

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 

            


    

    
      	 	
              ○

            	
              Registration
                Number 635448

            


    

    
      	 	
              ○

            	
              Filing
                Date April 5, 2001

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 

            


    

    
      	 	
              ○

            	
              Registration
                Number 635449

            


    

    
      	 	
              ○

            	
              Filing
                Date April 5, 2001

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 

            


    

    
      	 	
              ○

            	
              Registration
                Number 635450

            


    

    
      	 	
              ○

            	
              Filing
                Date April 5, 2001

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Planet
                Beach (design mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number

            


    

    
      	 	
              ○

            	
              Registration
                Number

            


    

    
      	 	
              ○

            	
              Application
                Number 788963

            


    

    
      	 	
              ○

            	
              Filing
                Date May 9, 2008

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Argentina:

            


    

    
      	 	
              ○

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 2.335.481

            


    

    
      	 	
              ○

            	
              Awaiting
                application details

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 2.335.482

            


    

    
      	 	
              ○

            	
              Awaiting
                application details

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Planet
                Beach (design mark)

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    
      	 	
              ○

            	
              Application
                Numbers: 2824657

            


    

    
      	
            	○	
              2824658

            


    

    
      	
            	○	
              2824659

            


    

    
      	 	
              ○

            	
              Filing
                Date:

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Canada

            


    

    
      	 	
              ○

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 0836152

            


    

    
      	 	
              ○

            	
              Registration
                Number TMA 505772

            


    

    
      	 	
              ○

            	
              Filing
                Date February 10, 1997

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Contempo
                Spa 

            


    

    
      	 	
              ○

            	
              Serial
                Number 1391123

            


    

    
      	 	
              ○

            	
              Registration
                Number 

            


    

    
      	 	
              ○

            	
              Filing
                Date April 11, 2008

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Planet
                Beach (design mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 1395123

            


    

    
      	 	
              ○

            	
              Registration
                Number

            


    

    
      	 	
              ○

            	
              Filing
                Date May 12, 2008

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Japan

            


    

    
      	 	
              ○

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number

            


    

    
      	 	
              ○

            	
              Registration
                Number

            


    

    
      	 	
              ○

            	
              Application
                # 2008-012826

            


    

    
      	 	
              ○

            	
              Filing
                Date February 22, 2008

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Contempo
                Spa (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number

            


    

    
      	 	
              ○

            	
              Registration
                Number

            


    

    
      	 	
              ○

            	
              Application
                # 2008-012827

            


    

    
      	 	
              ○

            	
              Filing
                Date February 22, 2008

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Mexico

            


    

    
      	 	
              ○

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 

            


    

    
      	 	
              ○

            	
              Registration
                Number 711278

            


    

    
      	 	
              ○

            	
              Filing
                Date April 18, 2001

            


    

    
      	 	
              ○

            	
              Has
                not been assigned to PBB, LLC

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 

            


    

    
      	 	
              ○

            	
              Registration
                Number 709069

            


    

    
      	 	
              ○

            	
              Filing
                Date April 18, 2001

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    
      	 	
              ○

            	
              Has
                not been assigned to PBB, LLC

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Venezuela:

            


    

    
      	 	
              ○

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 17519-01

            


    

    
      	 	
              ○

            	
              Registration
                Number

            


    

    
      	 	
              ○

            	
              Filing
                Date September 27, 2001

            


    

    
      	 	
              ○

            	
              Has
                not been assigned to PBB, LLC

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Planet
                Beach (word mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number 2942-02

            


    

    
      	 	
              ○

            	
              Registration
                Number

            


    

    
      	 	
              ○

            	
              Filing
                Date February 27, 2002

            


    

    
      	 	
              ○

            	
              Has
                not been assigned to PBB,LLC

            


    

    
      	 	
              ○

            	 


    

    
      	 	
              ○

            	
              Planet
                Beach (design mark)

            


    

    
      	 	
              ○

            	
              Serial
                Number

            


    

    
      	 	
              ○

            	
              Registration
                Number

            


    

    
      	 	
              ○

            	
              Application
                Number(s):

            


    

    
      	
            	○	
              8963-08

            


    

    
      	
            	○	
              8964-08

            


    

    
      	
            	○	
              8965-08

            


    

    
      	 	
              ○

            	
              Filing
                Date

            


    

    


    Vietnam:

    Planet
      Beach (word mark)

    Serial
      Number

    Registration
      Number

    Application
      Number 4-2008-05972

    Filing
      Date March 24, 2008

     

    Contempo
      Spa (word mark)

    Serial
      Number

    Registration
      Number

    Application
      Number 4-2008-05973

    Filing
      Date March 24, 2008

    


    South
      Africa

    Planet
      Beach (design mark)

    Serial
      Number

    Registration
      Number

    Application
      Number(s)

    2008/10632

    2008/10633

    2008/10634

    Filing
      Date

    


    
      
         

      

      
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