MULTI-UNIT
      OPTION AGREEMENT

     

    This
      Multi-Unit Option Agreement ("Agreement") entered into this day of , 200__,
      between Planet Beach Franchising Corporation, a Louisiana corporation, with
      an
      address at 5161 Taravella Road, Marrero, Louisiana 70072 (hereafter "Planet
      Beach"), and_______________________________________ (hereafter "you").


    


    Background

     

    A.
      Contemporaneous with the execution of this Agreement, you and Planet Beach
      have
      entered into a Single Unit Franchise Agreement (the "First Franchise Agreement")
      for the right to establish and operate a single Planet Beach Tanning Spa (the
      "First Spa") and paid the Initial Franchise Fee. 

     

    B.
      Planet
      Beach offers qualified franchisees the right and option to open and operate
      2, 4
      or 9 additional Planet Beach Tanning Spas (the "Additional Spas") during the
      term of the option period (defined below) and otherwise upon the terms and
      conditions of this Agreement. 

     

    C.
      You
      wish to purchase an option to establish and operate __ Additional Spas under
      the
      terms and conditions set forth in this Agreement. 

     

    NOW,
      THEREFORE,
      for
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties agree as follows: 

    


    Agreement
      

     

    
      	1.	
              Grant
                of Option.
                In consideration of your payment to Planet Beach of a $_______ option
                fee
                (the "Option Fee"), which is due and payable upon your execution
                of this
                Agreement, Planet Beach grants you the right and option to establish
                and
                operate __ Additional Spas under the terms and conditions of this
                Agreement. This Option Fee is deemed fully earned upon payment and
                is
                nonrefundable. 

            


    

     

    
      	2.	
              Eligibility.
                You must purchase this Option when you execute the First Franchise
                Agreement. 

            


    

     

    
      	3.	
              Option
                Period.
                You may not execute a lease for any Additional Spa prior to exercising
                your option pursuant to paragraph 4 below. Your option to establish
                2
                additional Spas will expire three years and one day from the date
                of the
                execution of this agreement. Your option to establish 4 additional
                Spas
                will expire four years and one day from the date of the execution
                of this
                agreement. Your option to establish 9 additional Spas will expire
                five
                years and one day from the date of execution of this agreement. You
                must
                have all of your Spas open and operating before the expiration of
                the
                option period in which you purchased. If you fail to meet the option
                period listed above you no longer have an option for those additional
                Spas
                for which you do not have opened and operating, unless you request
                in
                writing an extension which will be approved at Planet Beach’s sole
                discretion. 

            


    

     

    
      	4.	
              Exercise
                of Option.
                In order to exercise your option for each Additional Spa you must
                satisfy
                all
                of
                the following conditions, upon the exercise of each option:
                

            


    

    


    4.1.
      Execute a new franchise agreement ("Additional Franchise Agreement(s)"), in
      the
      form of the First Franchise Agreement, for each of your Additional Spas, each
      with its own Data Sheet and Approved Location and Territory Addendum, but
      without the provision of a Grand Opening Specialist, the Term of which will
      coincide with the balance of the remaining Term under the First Franchise
      Agreement; 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.2.
      You
      are not in default under this Agreement, or any other agreement with Planet
      Beach and/or its affiliate, including any other franchise agreement or
      development agreement and have fully and faithfully performed all of your
      material obligations under any such agreements throughout their respective
      terms; 

     

    4.3.
      Neither this Agreement, the First Franchise Agreement or any other agreement
      with you has expired or been terminated by Planet Beach and/or its affiliate;
      

     

    4.4.
      You
      have timely paid any fees or other monies due Planet Beach as and when they
      become due under the terms of the First Franchise Agreement or any other
      agreement with Planet Beach, including interest or principal due under any
      note
      payable to Planet Beach; 

     

    4.5.
      There has been no change in the effective control of you (by way of change
      in
      share ownership, membership or partnership interest, or otherwise) without
      Planet Beach’s written consent; and 

     

    4.6.
      Your
      Designated Manager has successfully completed Planet Beach University Online
      certifications and has successfully completed Franchisee and Manager School.
      

     

    1 Your
      Options may be applied only to opening a new Spa and may not be applied to
      already existing locations. 

     

    2 Sale
      or Assignment. Your
      rights under this Agreement are personal and you may not sell, transfer, or
      assign any right granted herein. Notwithstanding, if you are an individual
      or a
      partnership, you have the right to assign your rights under this Agreement
      to a
      corporation or limited liability company upon the same terms and conditions
      as
      provided in paragraph 23.6 of the First Franchise Agreement. Planet Beach has
      the right to assign this Agreement in whole or in part in its sole discretion.
      

     

    3 Time
      of the Essence.
      Time is
      of the essence with respect to any time fixed for performance of any requirement
      set forth in this Agreement. 

     

    4 Acknowledgment.
      You
      acknowledge that this Agreement is not a franchise agreement and does not confer
      upon you any rights to use the Planet Beach Proprietary Marks or the System.
      

     

    5 Notices.
      All
      notices, requests and reports to be given under this Agreement are to be in
      writing, and delivered by either hand, e-mail with a confirming receipt,
      overnight mail, or certified mail, return receipt requested, prepaid, to the
      addresses set forth above (which may be changed by written notice).


     

    6 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.
      

     

    7 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 the Parish of Jefferson, 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.
      

     

    11.
      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"). 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. 

     

    
      	12.	
              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.


            


    

     

    
      	13.	
              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. 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	1.	
              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
                for
                the Parish of Jefferson, Louisiana or the United States District
                Court for
                the Eastern District of Louisiana at Planet Beach’s discretion.
                

            


    

     

    
      	2.	
              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, option and/or any goods or services.


            


    

     

    
      	3.	
              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 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.
                

            


    

     

    
      	4.	
              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.
                

            


    

     

    
      	5.	
              Attorneys’
                Fees. If
                either party institutes any judicial or arbitration proceeding to
                enforce
                any monetary or non-monetary obligation 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.
                

            


    

     

    
      	6.	
              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.
                

            


    

     

    
      	7.	
              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. 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	1.	
              Construction
                of Language. Any
                term defined in the First Franchise Agreement which is not defined
                in this
                Agreement will be ascribed the meaning given to it in the First Franchise
                Agreement. The language of this Agreement will be construed according
                to
                its fair meaning, and not strictly for or against either party. All
                words
                in this Agreement refer to whatever number or gender the context
                requires.
                If more than one party or person is referred to as you, their obligations
                and liabilities must be joint and several. Headings are for reference
                purposes and do not control interpretation.


            


    

     

    
      	2.	
              Successors.
                References to "Planet Beach" or "you" include the respective parties'
                successors, assigns or transferees, subject to the limitations of
                Paragraph 5 of this Agreement. 

            


    

     

    
      	3.	
              Additional
                Documentation. You
                must from time to time, subsequent to the date first set forth above,
                at
                Planet Beach’s request and without further consideration, execute and
                deliver such other documentation or agreement and take such other
                action
                as Planet Beach may reasonably require in order to effectuate the
                transactions contemplated in this Agreement. In the event that you
                fail to
                comply with the provisions of this Section, you hereby appoint Planet
                Beach as your attorney-in-fact to execute any and all documents on
                your
                behalf, reasonably necessary to effectuate the transactions contemplated
                herein. 

            


    

     

    
      	4.	
              No
                Right to Offset. You
                may not withhold all or any part of any payment to Planet Beach or
                any of
                its affiliates on the grounds of the alleged nonperformance of Planet
                Beach or any of its affiliates or as an offset against any amount
                Planet
                Beach or any of its affiliates may owe or allegedly owe you under
                this
                Agreement or any related agreements.


            


    

     

    
      	5.	
              State
                Law Applies. If
                any provision of this Agreement, including but not limited to its
                provisions for transfer, renewal, termination, notice of termination,
                or
                cure rights, is inconsistent with any valid law or regulation of
                the state
                in which your Spa is located, then the valid law or regulation of
                that
                state applicable to the franchised business will supersede any provision
                of this Agreement that is less favorable to you.
                

            


    

     

    
      	6.	
              Entire
                Agreement.
                This Agreement contains the entire agreement between the parties
                concerning the purchase and operation of additional Spas; no promises,
                inducements or representations (other than those in the Offering
                Circular)
                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.
                In the
                event of a conflict between this Agreement and any Additional Franchise
                Agreement(s), the terms, conditions and intent of this Agreement
                shall
                control. 

            


    

    


    IN
      WITNESS WHEREOF,
      AND
      INTENDING TO BE LEGALLY BOUND HEREBY, THE PARTIES HERETO HAVE CAUSED THIS
      AGREEMENT TO BE EXECUTED EFFECTIVE THE DATE FIRST SET FORTH ABOVE. 

     

    PLANET
      BEACH FRANCHISING CORPORATION 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    By:
      __________________________________________ 

     

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

     

    
      	
              FRANCHISEE:
                

            	 
	
              ___________________________
                

            	 	
              _____________________________________
                

            	 
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              __________________________

            	 
	
              Witness
                

            	 	 	 
	
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              Witness