PLANET
      BEACH FRANCHISING CORPORATION AREA

    REPRESENTATIVE
      AGREEMENT DATA SHEET 

     

    
      	
              1.
                

            	
              Name
                of Area Representative: __________________________________________
                Partner
                or Spouse: __________________________________________

            
	 	 
	
              2.
                

            	
              Area
                Representative’s Address:
                __________________________________________

            
	 	 
	
              3.
                

            	
              Licensing
                Agent: __________________________________________

            
	 	 
	
              4.
                

            	
              Area
                Representative’s
                Territory:__________________________________________

            
	 	 
	
              5.
                

            	
              Area
                Representative’s Telephone Number:

            
	 	 
	
              6.
                

            	
              Area
                Representative’s Cell
                Number:__________________________________________

            
	 	 
	
              7.
                

            	
              Area
                Representative’s Facsimile Number:

            
	 	 
	
              8.
                

            	
              Area
                Representative’s E-Mail
                Address:________________________________________

            
	 	 
	
              9.
                

            	
              Area
                Representative 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 Area Representative Agreement.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PLANET
      BEACH FRANCHISING CORPORATION 

    AREA
      REPRESENTATIVE AGREEMENT 

     

    TABLE
      OF
      CONTENTS 

     

    
      	
              Background

            	
              3

            
	
              1.
                

            	
              GRANT
                AND TERRITORY 

            	
              4

            
	
              2.
                

            	
              TERM
                AND RENEWAL 

            	
              4

            
	
              3.
                

            	
              AREA
                REPRESENTATIVE FEES

            	
              5

            
	
              4.
                

            	
              MANDATORY
                DEVELOPMENT SCHEDULE

            	
              5

            
	
              5.
                

            	
              TRAINING

            	
              6

            
	
              6.
                

            	
              CONFIDENTIAL
                OPERATIONS MANUAL

            	
              7

            
	
              7.
                

            	
              DUTIES
                OF PLANET BEACH 

            	
              7

            
	
              8.
                

            	
              DUTIES
                OF AREA REPRESENTATIVE 

            	
              8

            
	
              9.
                

            	
              USE
                OF SYSTEM AND PROPRIETARY MARKS 

            	
              13

            
	
              10.
                

            	
              REMUNERATION
                OF AREA REPRESENTATIVE

            	
              14

            
	
              11.
                

            	
              COVENANTS

            	
              15

            
	
              12.
                

            	
              RELATIONSHIP
                OF THE PARTIES 

            	
              16

            
	
              13.
                

            	
              INDEMNIFICATION
                

            	
              17

            
	
              14.
                

            	
              INSURANCE
                

            	
              17

            
	
              15.
                

            	
              DEFAULT
                AND TERMINATION 

            	
              17

            
	
              16.
                

            	
              TRANSFERABILITY

            	
              18

            
	
              17.
                

            	
              RIGHTS
                AND OBLIGATIONS OF THE PARTIES UPON TERMINATION 

            	
              20

            
	
              18.
                

            	
              CHANGES
                AND MODIFICATIONS 

            	
              21

            
	
              19.
                

            	
              NOTICES
                

            	
              22

            
	
              20.
                

            	
              CHOICE
                OF LAW; DISPUTE RESOLUTION 

            	
              22

            
	
              21.
                

            	
              CONSTRUCTION
                

            	
              24

            
	
              22.
                

            	
              PERSONAL
                GUARANTY OF SHAREHOLDERS, PARTNERS, MEMBERS AND MANAGERS

            	
              25

            
	23.	
              REPRESENTATIONS
                AND ACKNOWLEDGMENTS 

            	
              26

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibits
      to Planet Beach Franchising Corporation's Area Representative Agreement


     

    Exhibit
      A – Planet Beach Franchising Corporation’s Single Unit Franchise Agreement
      Exhibit B – Planet Beach Franchising Corporation’s Multi-Unit Option Agreement
      Exhibit C – Guaranty Agreement and Acknowledgment by Guarantor Exhibit D –
Confidentiality and Non-Compete Agreement Exhibit E —Statement of Prospective
      Area Representative 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AREA
      REPRESENTATIVE AGREEMENT 

     

    THIS
      AREA REPRESENTATIVE AGREEMENT (the
      "Agreement") is made as of this _____ day of ___________, 20____ between Planet
      Beach Franchising Corporation, a Louisiana corporation with an address at 5161
      Taravella Road, Marrero, Louisiana 70072 ("Planet Beach") and
      ___________________________________________ (“Area Representative").


     

    BACKGROUND
      

     

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

     

    B.
      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.


     

    C.
      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 Salon” (the “Proprietary Marks”).


     

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

     

    E.
      Planet
      Beach continues to develop, expand, use, control and add to the Proprietary
      Marks and System for the benefit and exclusive use of itself and its franchisees
      in order to identify for the public the source of products and services marketed
      thereunder and to represent the System's high standards of quality and service;
      

     

    F.
      You
      have applied to Planet Beach for the non-exclusive right to serve as an
      independent representative of Planet Beach and to coordinate the development
      of
      the territory defined in the Data Sheet ("Territory") granted hereunder,
      including recruiting franchisees to operate Spas under Planet Beach's System
      and
      Proprietary Marks, as well as to provide continuing operational and supervisory
      assistance and otherwise administer the System within the Territory as specified
      herein; and 

     

    G.
      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.



    
      
        
        

      

      
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    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.
      GRANT AND TERRITORY 

     

    1.1
      Grant.
      Planet
      Beach hereby grants you for a term of 10 years ("Term") the non-exclusive right
      and license to serve as an independent representative of Planet Beach in order
      to recruit prospective franchisees in the Territory described in the Data Sheet
      (the “Territory”) and provide certain services to franchisees (as provided
      below) in the Territory in strict accordance with the System and under the
      Proprietary Marks. Each Spa sold in the Territory shall operate according to
      the
      terms of an individual Single Unit Franchise Agreement ("Franchise Agreement"),
      a copy of which is attached hereto as Exhibit A, which may be modified from
      time
      to time by Planet Beach 

     

    1.2
      Reservation
      of Rights.
      Planet
      Beach retains the right, among others, to: (i) establish and grant others the
      right to develop and establish Planet Beach Tanning Spas outside the Territory;
      and (ii) use the Proprietary Marks within your Territory 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. 

     

    1.3.
      Additional
      Territory.
      You may
      purchase an additional Territory under the following conditions: 

     

    1.3.1.
      Your Spa is open and operating in your current Territory and you are compliant
      with your Franchise Agreement; 

    1.3.2.
      There are a minimum of 3 other Spas open and operating in your Territory that
      are compliant with their Franchise Agreements; 

    1.3.3.
      The additional Territory you wish to purchase is contiguous with your current
      Territory; and 

    1.3.4.
      You execute the then-current Area Representative Agreement contemporaneous
      with
      the then-current Single Unit Franchise Agreement for a Spa located within the
      additional Territory. 

     

    1 Sale
      of Your Spa.
      You may
      sell your Spa to a buyer who we approve and who will sign a then-current Single
      Unit Franchise Agreement after your Spa has been in operation for 36 months.
      

     

    2 TERM
      AND RENEWAL 

    


    2.1
      Term.
      The
      initial term of this license shall begin on the Effective Date set forth on
      the
      Data Sheet by Planet Beach and shall expire at midnight on the tenth anniversary
      of the Effective Date. 

     

    2.2.
      Renewal.
      You
      have the right to renew this Agreement for additional 5-year terms, if you
      meet
      the following conditions on the date of expiration of the Initial Term or any
      Renewal Term: 


    
      
        
        

      

      
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    2.2.1.
      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 established by Planet Beach throughout the
      initial term and any renewal term of this Agreement; 

     

    2.2.2.
      You have satisfied all monetary obligations owed to Planet Beach and its
      affiliates; 

     

    2.2.3.
      You are in compliance with all other agreements with Planet Beach and/or its
      affiliates; 

     

    2.2.4.
      You have provided Planet Beach with written notice of your intention to renew
      the Area Representative Agreement at least 90 days but not more than 180 days
      prior to expiration of the then current term; 

     

    2.2.5.
      You execute Planet Beach's then-current form of area representative agreement,
      which may vary materially from the terms of this Agreement, which when executed,
      will supersede this Agreement in all respects; and 

     

    1 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 and its affiliates. 

     

    2 AREA
      REPRESENTATIVE FEES 

    


    3.1.
      In
      consideration of the rights granted under this Agreement, you must remit to
      Planet Beach an Area Representative Fee in the amount set forth in the Data
      Sheet (the “Area Representative Fee”), which is deemed fully earned upon payment
      and non-refundable. 

     

    3.2.
      This
      Agreement is not a Franchise Agreement and does not authorize you to operate
      Spas under the System, and you have no right to use the System and Proprietary
      Marks in any manner by virtue of this Agreement, other than as necessary to
      recruit individual franchisees and to manage and supervise Planet Beach
      franchisees within the Territory. 

     

    1 You
      may
      own and operate additional Spas under the System within the Territory upon
      the
      execution of our then-current franchise agreement, and payment of the initial
      franchise fee thereunder discounted by 1⁄2 for each Spa to be opened within the
      Territory. You are subject to the same procedures for site approval and subject
      to the same standards of quality control for each Spa as other Planet Beach
      franchisees of the System within the Territory. 

     

    2 MANDATORY
      DEVELOPMENT SCHEDULE 

    


    4.1.
      Immediately following the execution of this Agreement, you must immediately
      commence procedures to open Your Spa in the Territory and comply with the terms
      and conditions of the Franchise Agreement. You will remit to Planet Beach a
      royalty fee as set forth in your Franchise Agreement. 

     

    4.2.
      Immediately following the execution of this Agreement, you must immediately
      commence a franchise sale(s), marketing and development program for the
      Territory using Planet Beach’s previously approved or prepared sales materials,
      and will establish and operate yourself or recruit third parties to establish
      and operate at least 4 Spas per year in the Territory until your Territory
      is
      saturated in accordance with paragraph 4.3 hereof. Once your Territory is
      saturated, you will continue to support and training of the franchisees in
      your
      Territory as further discussed below in Paragraph 8. 


    
      
        
        

      

      
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    4.3.
      You
      shall ensure that there is a minimum of 1 Spa per market population of 40,000
      people (the "Saturation Point"). Your Territory will consist of a population
      as
      designated by PBFC.
      At
      1,
      000,000 the Saturation Point is 25 Spas. After you reach the Saturation Point,
      you must award an additional Spa in your Territory per 40,000 population
      increase in order to reach the Saturation Point again. Your development
      obligation hererin shall be referred to as the “Mandatory Development Schedule.”


     

    4.4.
      The
      sale of any Spas in excess of the minimum number required under your Mandatory
      Development Schedule in any time period shall be credited to the subsequent
      time
      period. If you fail to meet your Mandatory Development Schedule, in your first
      calendar year as an Area Representative, you will have a 9 month period to
      cure
      the default. 

     

    1 Planet
      Beach and Area Representative hereby acknowledge and agree that the Mandatory
      Development Schedule contained herein is a fair and reasonable time frame for
      the development of Spas within the Territory and is an accurate reflection
      of
      market demand without over saturation of Planet Beach's proprietary services
      offered under the System. 

     

    2 TRAINING
      

    


    5.1
      Area
      Representative Program.
      You
      must successfully complete each of Planet Beach’s 3 training programs as
      described below in Paragraphs 5.1.1, 5.1.2 and 5.1.4 prior to beginning
      operations. You must attend the program immediately following your execution
      of
      the Agreement. Planet Beach will provide these training programs tuition-free
      to
      you. You shall be solely responsible for all other training-related expenses
      including, without limitation, travel expenses to and from the training site,
      lodging accommodations for additional persons, dining expenses. These training
      programs will be in addition to the training required under the Single Unit
      Franchise Agreement. 

     

    5.1.1.
      Area
      Representative Planet Beach University Training.
      You
      must complete all Area Representative required courses or certifications of
      Planet Beach University, a web-based training and certification program prior
      to
      attending further Area Representative, Grand Opening Specialist or Mentor
      training. 

     

    5.1.2.
      Area
      Representative Training.
      You
      must attend Special Training, a 5-day program conducted at Planet Beach’s
      headquarters. 

     

    5.1.3.
      Mentor
      Training.
      You
      must attend Area Representative Mentor Training, a 3-day program in which you
      will work in the field with an Area Representative designated by Planet Beach.
      

     

    5.1.4.
      Grand
      Opening Specialist (G.O.S.)
      Certification..
      You are
      required to provide services
      to the spas awarded within your Territory, as further explained in Paragraph
      8.10 below. You and an approved G.O.S., if you so chose to hire one, must obtain
      G.O.S. Certification. Certification
      consists of, without limitation, courses on Planet Beach University Online,
      Classroom training at Planet Beach headquarters or at a location designated
      by
      Planet Beach, and Grand Opening Shadow Training as further described in
      Paragraph 6 of the Franchise Agreement, and any other additional training and
      seminars as designated by Planet Beach. G.O.S. Certification must be maintained
      annually through refresher courses. 


    
      
        
        

      

      
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    5.1.5.
      IFA
      Compliance Course.
      You
      must successfully complete this online compliance course offered through the
      International Franchise Association prior to attending Area Representative
      and
      Mentor Training. You are solely responsible for tuition and all related
      expenses. 

     

    5.2.
      Additional
      Training Programs and Seminars.
      Planet
      Beach has the right to require you to attend additional training and/or to
      complete compliances courses. Planet Beach will not require your participation
      more than 2 times per year. You are solely responsible for tuition and all
      training-related expenses including, without limitation, travel expenses and
      living and dining accommodations. 

     

    5.3.
      Discovery
      Day.
      You
      must attend Discovery Day at Planet Beach’s headquarters with the first
      qualified prospective franchisee(s) you submit to Planet Beach. 

     

    1 Two
      Annual Conferences. You must attend both conferences, one of which will coincide
      or immediately precede Planet Beach’s Annual Convention, 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 Conferences, including but not limited to, travel expenses, lodging
      and
      entertainment shall be your sole responsibility. 

     

    2 CONFIDENTIAL
      OPERATIONS MANUAL 

    


    Planet
      Beach will loan you one copy of its confidential Area Representative operations
      manual(s) (the “Operations Manual”), containing policies, procedures, standards,
      specifications and methods of operating as a Planet Beach Area Representative.
      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. Area
      Representative acknowledges and agrees that the Confidential Operations Manual
      is proprietary and a confidential trade secret owned by Planet Beach, and will
      at all times treat these documents and materials as such. Area Representative
      must take all reasonable steps to maintain such information as confidential,
      restrict and prohibit unauthorized access to the Operations Manual and prohibit
      any copying, duplication or recording of any information contained therein.
      Planet Beach may from time to time update and revise the contents of the
      Operations Manual and distribute supplements thereto, and Area Representative
      expressly agrees to comply with each new or changed standard. 

     

    7.
      DUTIES OF PLANET BEACH 

     

    Planet
      Beach will furnish the following services, information and personnel to the
      Area
      Representative. 


    
      
        
        

      

      
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    7.1.
      Marketing.
      Planet
      Beach will make available to you, at your own expense, all materials, layouts,
      business cards, stationary, UFOC documents and other promotional items necessary
      to attract new franchisees and promote the business and goodwill of the System.
      

     

    7.2.
      On-Going
      Support.
      Upon
      your request, Planet Beach will review your operation and techniques in
      franchise sales and support services, and may suggest methods of improvement.
      

     

    7.3.
      UFOC.
      Planet
      Beach will prepare and keep current the necessary Uniform Franchise Offering
      Circular relative to the offer and sale of Spas in the Territory. If your
      territory is in a registration state, Planet Beach shall also register Planet
      Beach's Uniform Franchise Offering Circular. You are responsible for timely
      providing and updating true and accurate information required to be disclosed
      in
      the UFOC by applicable law. 

     

    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.


     

    8.
      DUTIES OF THE AREA REPRESENTATIVE 

     

    In
      addition to your obligation to meet the Mandatory Development Schedule described
      in paragraph 4 above, you agree to perform the following obligations in a
      diligent and timely manner: 

     

    8.1.
      Generally.
      You
      must submit to Planet Beach for prior approval all sales, promotional, and
      advertising and other materials, which you intend to use to recruit new
      franchisees.
      Planet
      Beach will notify you of its approval of the proposed materials and programs
      within 10 days after receipt thereof. If Planet Beach does not approve such
      material and programs within such period, such material shall be deemed
      disapproved and Area Representative shall not use such materials in any manner.
      Planet Beach shall use reasonable efforts to respond within said 10 day period
      and shall not unreasonably withhold or delay approval. 

     

    8.2.
      Compliance
      with Planet Beach’s Policies and Procedures.
      You
      agree to follow and enforce in your Designated Market Area (DMA), Planet Beach’s
      standards, specifications, policies and procedures as set forth in the Area
      Representative Operations Manual and/or Training Manual, as it may be amended
      from time to time, or otherwise in writing. Planet Beach will have the sole
      right and distinction to make policy decisions concerning every aspect of your
      sales, promotions, advertising and other programs. 

     

    8.3.
      Compliance
      with Standards and Specifications.
      Planet
      Beach has created and developed special procedures, standards and methods for
      operating and maintaining Spas, which standards are incorporated in Planet
      Beach's Confidential Operating Manual. You shall ensure that each Spa within
      the
      Territory is developed and operated solely in accordance with Planet Beach's
      requirements and specifications as set forth in the Confidential Operating
      Manual, and periodically inspect and secret shop or other techniques as required
      by Planet Beach, which may be changed from time to time. 

     

    8.4.
      Compliance
      with Franchise Agreement.
      Area
      Representative will ensure that all signs, equipment, fixtures, supplies,
      design, layout and maintenance of each Spa conforms to the plans and
      specifications set forth in the Operations Manual. Area Representative will
      take
      all necessary steps to enforce the terms of each individual Franchise Agreement
      executed for a Spa within its Territory and the provisions of the Operations
      Manual, as amended. 


    
      
        
        

      

      
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    8.5.
      Representations
      and Earnings Claims.
      You
      will make no earnings claims, promises, representations or commitments to any
      prospective franchisee other than as stated in the then-current Uniform
      Franchise Offering Circular and/or Franchise Agreement, and will only make
      offers and presentations pertaining directly or indirectly to the Spa in strict
      compliance with the laws of the United States, and any other applicable laws
      and
      regulations. 

     

    8.6.
      Applicable
      Laws.
      You
      will act (and require your employees to act) in a professional, ethical and
      responsible manner. You must not violate any federal, state or local law in
      connection with the offer or sale of franchises, and you must specifically
      abide
      by all valid and enforceable laws, rules and regulations by appropriate
      regulatory bodies regarding franchising. You are responsible for registering
      yourself as a franchise broker directly with all state franchise authorities
      where applicable. 

     

    8.7.
      Compliance
      with Disclosure Laws.
      All
      sales of Spas
      by
      Area
      Representative and any acts incident thereto shall be in strict accordance
      with
      the FTC Disclosure Document or Uniform Franchise Offering Circular prepared
      by
      Planet Beach relative to the sale of Planet Beach franchises. You will furnish
      the appropriate and currently-approved version of disclosure document to
      prospective franchisees, comply with the requirements for timing of disclosure,
      and obtain and deliver to Planet Beach an original signed receipt for each
      disclosure document. At the first personal meeting, as defined by the FTC,
      with
      a prospective franchisee, you must reveal the fact that you are an Area
      Representative and franchise broker for Planet Beach, and not an employee,
      agent
      or salesperson. You will further acknowledge that you have no power to bind
      Planet Beach or enter into any agreements with the prospective franchisee other
      than as specifically authorized in writing by Planet Beach. 

     

    8.8.
      Supervision.
      

     

    8.8.1.
      Personal
      Supervision.
      You, or
      your duly authorized representative, must provide supervision to all Spas within
      the Territory. Such supervision shall include, but not be limited to, on-site
      supervision during the period of time prior to the opening of the Spa; review
      of
      proposed leases and contracts; consultation and assistance with regard to grand
      opening of the Spa; providing supplemental training and assistance of all
      material aspects of the operation of a Spa, as needed, in accordance with Planet
      Beach's requirements; periodic and regular telephone calls and weekly visits
      to
      monitor operations of the Spas, continuous advisory services to franchisees,
      ongoing training and updates for all Spas within the Territory. You agree to
      perform such duties pursuant to Planet Beach's requirements set forth in this
      Agreement, the Confidential Operations Manual or otherwise in writing, all
      of
      which may be changed from time to time by Planet Beach. If at any time it is
      determined that you are not fulfilling these requirements, Planet Beach may
      mandate that you hire additional support staff or management team as described
      below in section 8.8.2. 

     

    8.8.2.
      Management
      Team.
      At your
      request, Planet Beach may permit you to operate your duties through a management
      team. Your management team must successfully complete Planet Beach’s required
      training programs as described in Paragraph 6 of the Franchise Agreement, as
      well as the training described in Paragraph 5 above above prior to communicating
      with franchisees. You are solely responsible for tuition and all
      training-related expenses including, without limitation, travel expenses, living
      and dining accommodations, and employee salaries. Your management team must
      sign
      a Confidentiality and Non-Compete Agreement in the form attached as Exhibit
      C to
      this Agreement prior to assuming its responsibilities. However, the appointment
      of a management team shall not relieve you of any duties or obligations under
      this Agreement. 


    
      
        
        

      

      
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    8.9.
      Recruiting
      and Discovery Day.
      In
      recruiting prospective franchisees, Area Representative shall make every effort
      to locate persons of good standing, professional competence, experience,
      reputation, ability and financial responsibility. You must submit to Planet
      Beach written and completed applications of all qualified prospective
      franchisees together with such additional information and comments, including
      credit and background information, as specified by Planet Beach on terms
      specified by Planet Beach. Within 10 days of receipt Planet Beach will notify
      Area Representative and the prospective franchisee acceptance or rejection
      of
      such application. All qualified prospective franchisees must also attend
      Discovery Day at Planet Beach’s headquarters. The cost for travel will be the
      responsibility of the prospective franchisee, and the cost for the hotel will
      be
      either the responsibility of you or the prospective franchisee. Any other
      Discovery Day expenses, such as meals and entertainment, will be your
      responsibility. Planet Beach's determination, for which it will have complete
      discretion, will be conclusive, final and binding. Planet Beach will not
      unreasonably withhold or delay its acceptance of a prospective franchisee or
      its
      manager. 

     

    8.10.
      Grand
      Opening Specialist.
      For
      Your Spa, Planet Beach will provide you with one Grand Opening Specialist
      (“G.O.S.”) at no cost to you and Paragraph 8.10 will not apply to Your Spa. For
      all other Spas in your Territory, whether awarded by you or not, you solely
      will
      hire and provide 1 per
      single unit franchise and 1 G.O.S. per multi-unit franchise. You or designated
      Representative may perform the duties of a G.O.S. after completing G.O.S.
      Certification Training as explained in Paragraph 5.1.3 above or you may hire
      someone who has successfully completed Certification
      Training and has been approved by Planet Beach. All G.O.S. Training costs are
      your sole responsibility. 

    


    8.11.
      Training.
      You
      must provide new franchisees within the Territory 5-days of on-site opening
      training during the first 2 weeks the new Spa is opened in accordance with
      Planet Beach's policies and specifications. Area Representative must also
      perform a 3-day on-site follow-up training session in the third month after
      the
      date designated for grand opening of a franchisee’s Spa. This training is in
      addition to the training offered the new franchisees in the franchise agreement.
      

     

    8.12.
      On-Going
      Assistance and Support.
      Area
      Representative must advise all Spas within the Territory of problems arising
      out
      of the operation of any Spa as disclosed by periodic reports submitted to Area
      Representative or Planet Beach by a franchisee, or by inspections conducted
      by
      Area Representative or Planet Beach of the Spas within the Territory. Area
      Representative must provide each Spa within the Territory with such assistance
      in connection with the operation of such Spa as is reasonably determined to
      be
      necessary by Planet Beach. Operational assistance may consist of advice and
      guidance with respect to: 

     

    8.12.1.
      Proper utilization of procedures developed for a Spa with respect to operations
      and management, recruitment of personnel, advertising and promotion, managing
      spa expenses, customer service, membership and retail sales, compliance with
      training and certification, standards and related activities as approved by
      Planet Beach and as required in the Single Unit Franchise Agreement and
      Operations Manual; 

     

    8.12.2.
      Additional services authorized for Spas within the Territory; 

     

    8.12.3.
      Purchase of equipment, products, inventory, materials, and supplies;



    
      
        
        

      

      
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    8.12.4.
      The institution of proper administrative bookkeeping, accounting, inventory
      control, supervisory and general operating procedures for the effective
      operation of a Spa; 

     

    8.12.5.
      Advertising, catalog and promotional programs; 

     

    8.12.6.
      Marketing and negotiating technique to be employed when dealing with prospective
      customers, clients and vendors; and 

     

    8.12.7.
      Maintenance of the Spa's premises. 

     

    8.13.
      Communication and Consultation. Area Representative must make contact with
      all
      Spas within the Territory for the purposes of clear communication and
      consultation, assistance and guidance of franchisees and directors of each
      Spa,
      and Area Representative or its representatives will prepare, for benefit of
      both
      Area Representative and Planet Beach, written reports regarding these regular
      contacts outlining any suggested changes or improvement in the operations of
      the
      Spa and detailing any defaults in such operations which become evident as a
      result of any such contact, and a copy of each such written report must be
      provided to both the franchisee or its manager and Planet Beach. 

     

    8.14.
      Seminars
      by Area Representative.
      Area
      Representative shall notify Planet Beach in writing and provide an agenda at
      least 4 weeks prior to conducting any such regional seminars. At your request,
      Planet Beach may provide one person as an instructor and/or speaker at each
      regional seminar. The cost of travel, lodging and meals for the Planet Beach
      representative will be your responsibility. 

     

    8.14.1.
      Seminars
      for Spa.
      Not
      less than once every 3 months, Area Representative will arrange for and conduct
      regional seminars within the Territory for all Spas within the Territory. Such
      seminars for Spa shall include, without limitation, training and general
      advisory assistance for the Spa within the Territory. Area Representative Spa
      Performance Consultants may elect to assist Area Representative in creating
      content and training materials for spa seminars. 

     

    8.14.2.
      Seminars
      for Prospective Franchisees.
      Not
      less than once every 3 months, Area Representative will arrange for and conduct
      regional seminars within the Territory for all prospective franchisees within
      the Territory. Such seminars for prospective franchisees shall include, without
      limitation, marketing, promotion and general education of the Planet Beach
      franchise. 

     

    8.15.
      Seminars
      by Planet Beach.
      Area
      Representative, or his appointed representative, must attend any Area
      Representative seminars or training session held by Planet Beach. Area
      Representative shall be responsible for travel, meal and lodging and other
      related expenses relating to such training sessions. 

     

    8.16.
      Daily
      Production Reports.
      You
      must ensure that the franchisees in your Territory e-mail to or fax to you
      or
      Planet Beach on the last day of each month their monthly (Daily Production
      Reports) DPR. E-mail will be through Planet Beach’s website. You must review
      DPR’s and consult franchisees in an effort to achieve monthly spa goals.


     

    8.17.
      Management
      and Financial Reviews.
      Not
      less than once every 3 months, Area Representative must conduct management
      and
      financial reviews with each Spa. As a part of these reviews, an evaluation
      form,
      which will be mutually approved by Planet Beach and Area Representative, will
      be
      included to determine if Area Representative is satisfactorily performing its
      duties and obligations under the terms of this Agreement. Area Representative
      will remit the management and financial review form, together with the Area
      Representative evaluations to Planet Beach within 10 days after its receipt
      of
      such reviews. 


    
      
        
        

      

      
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    8.18.
      Books and Records. Area Representative must keep accurate records concerning
      all
      transactions and communications between Planet Beach, Area Representative and
      franchisees relating to the operation of any Spa in the Territory, and Planet
      Beach's duly authorized representative shall have the right at all reasonable
      hours to examine all such records, and shall have full and free access thereto
      for said purpose and for the purpose of making extracts therefrom. All such
      records shall be available for at least 3 years after the termination or
      expiration of this Agreement for any reason whatsoever. 

     

    8.19.
      Local
      Advertising.
      Subject
      to terms of paragraph 7.1 above, Area Representative agrees to create and
      develop local advertising and promotional programs for the purpose of recruiting
      prospective franchisees within the Territory and agrees to implement the use
      of
      such advertising and promotional programs once approved by Planet Beach. Area
      Representative agrees to expend not less than $1,000 per calendar month, for
      the
      purpose of recruiting new franchises. The advertising and promotional program
      will include only local and regional advertising media specific to the Territory
      and will not include national media advertising or franchise trade shows. An
      advertising and promotional program budget will be submitted by Area
      Representative each quarter and will be mutually agreed upon 30 days prior
      to
      the beginning of each calendar quarter. Area Representative must submit copies
      of all advertising and receipts for advertising expenditures no later than
      the
      5th
      of
      every
      month for the previous month. 

     

    8.20.
      Marketing
      Cooperatives.
      Area
      Representative, upon consultation with and approval of Planet Beach’s marketing
      director, will have the right to establish a Cooperative Marketing and
      Promotional Association ("CMPA") of the purpose to solicit contributions to
      CMPA
      from franchisees within the Territory. Area Representative hereby agrees to
      assist Planet Beach in ensuring that individual franchisees comply with the
      provisions hereof regarding the contribution to CMPA and the use of marketing,
      promotional and other materials. 

     

    8.21.
      Trade Shows. In the event Area Representative participates in a franchise trade
      show which participation will be at the Area Representative's discretion, Area
      Representative will be responsible for all expense associated with staffing
      of
      the booth at the trade show. You will be solely responsible for the display
      booth, including shipping the booth to and from the trade show, sales and
      promotional material, and costs to exhibit in the trade show. Planet Beach
      will
      only be responsible for the travel and lodging expenses of any Planet Beach
      personnel who may attend the trade show. 

     

    8.22.
      Default
      by Area Representative.
      In the
      event Area Representative fails to perform any of these duties or any other
      obligations imposed on it by the terms of this Agreement, after being given
      a
      120 day period of time to resolve, correct, or otherwise bring into compliance
      any terms of this Agreement, Planet Beach has the right but not the obligation
      to perform said duties or obligations and Area Representative hereby agrees
      to
      remit Planet Beach the sum of $300.00 per day via Planet Beach’s Autodraft
      system for each representative of Planet Beach for its services in connection
      therewith together with any expenses incurred by Planet Beach in so performing,
      including travel, meals and lodging expenses. Any portion of any royalty
      payments or other payments owed by Planet Beach to Area Representative hereunder
      may be offset by any amounts owed by Area Representative to Planet Beach if
      Planet Beach is required to so perform any of Area Representative's duties
      or
      obligations under the terms of this Agreement. In the event Planet Beach
      performs duties for the Area Representative, without waiving any of Planet
      Beach’s rights including, without limitation, those described in Paragraph 15
      below, the Area Representative's share of the royalty payments, set forth in
      Paragraph 10, will cease until the default is cured. 


    
      
        
        

      

      
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    1 Termination
      or Expiration of Franchisees.
      In the
      event of a termination or expiration of a franchise agreement with a franchisee
      in your Territory, you will assist in ensuring that the de-identification
      process and other post-termination/expiration obligations, as stated in the
      franchise agreement, of the franchisee are complied with. This assistance will
      include, without limitation, removing all proprietary materials and/or
      information from the spa, in particular the customer list/data, contacting
      and/or notifying the members of the spa via phone, e-mail and/or notice in
      the
      local paper regarding termination and/or change of ownership of the spa,
      notifying other spas within your Territory of membership reciprocation if
      applicable, ensuring that the Planet Beach sign is removed from the spa,
      remarketing the spa and/or the area surrounding the spa, and/or all other
      necessary actions as directed by Planet Beach. Any expenses incurred will be
      the
      responsibility of the Area Representative. 

     

    2 USE
      OF SYSTEM AND PROPRIETARY MARKS 

    


    9.1.
      Ownership.
      Area
      Representative acknowledges that the name Planet Beach Tanning Spa and all
      other
      Proprietary Marks licensed hereunder or subsequently developed are owned by
      Planet Beach Franchising Corporation, and that only Planet Beach, Area
      Representative and Planet Beach's designated franchisees have the right to
      use
      such Proprietary Marks and such other trade names, trademarks, service marks
      and
      copyrights as may presently exist or be acquired and licensed for use by Planet
      Beach, along with ancillary signs, symbols or indicia used in connection or
      conjunction with said Proprietary Marks. Area Representative further
      acknowledges, and will not contest, infringe or harm Planet Beach’s exclusive
      ownership and rights to each and every aspect of the System 

     

    9.2.
      Goodwill.
      Area
      Representative acknowledges that valuable goodwill is attached to such trade
      names, trademarks and service marks and that it will use such Proprietary Marks
      only in the manner and to the extent specifically licensed by this Agreement.
      

     

    9.3.
      Territorial Limits. Area Representative's right to market the System and
      establish and sell Spas is specifically limited to the Territory, and is subject
      to the supervision and control of Planet Beach as provided herein. Area
      Representative’s rights will terminate upon the expiration or termination of the
      Agreement for any reason whatsoever. 

     

    9.4.
      Other Covenants. Area Representative acknowledges that the Proprietary Marks
      constitute a significant aspect of the System and Area Representative agrees
      that such Proprietary Marks will not be used as the name, or part of any name,
      of any corporation, partnership or any entity under which Area Representative
      or
      any franchisee within the Territory transacts any business. Area
      Representative's use of the marks is subject to the control and approval of
      Planet Beach in every respect. 

     

    9.5.
      Notification of Actions. If a claim is asserted by others of a prior use of
      the
      Proprietary Marks with respect to a similar business within the Territory,
      Planet Beach will defend such claims, and/or modify or cause to be modified,
      the
      Proprietary Marks in any manner as necessary. Area Representative must give
      written notice to Planet Beach within 5 days of acquiring such knowledge
      concerning use by others within the Territory of the same or confusingly similar
      marks or the Proprietary Marks. 

     

    9.6.
      Modification. If Planet Beach at any time in its sole discretion determines
      that
      it is advisable for Area Representative and/or individual franchisees to modify
      or discontinue use of any Proprietary Marks, and/or use one or more additional
      trade names, trademarks, service marks or other commercial symbols, Area
      Representative agrees to comply therewith within a reasonable time after notice
      thereof by Planet Beach. Area Representative also agrees to utilize its best
      efforts to cause franchisees within the Territory to comply likewise, at the
      sole cost and expense of the franchisees. 


    
      
        
        

      

      
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    9.7.
      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 may only be operated and maintained
      through Planet Beach's website. 

     

    10.
      REMUNERATION OF THE AREA REPRESENTATIVE 

     

    The
      Area
      Representative's principal source of income under this agreement will be derived
      from its share of the revenues generated by the sale and operation of Spas
      within the Territory. The Area Representative will be entitled to its share
      of
      the initial franchise fees and ongoing royalties due under the individual
      Franchise Agreements for the Territory, provided that, Area Representative
      fully
      and diligently performs its obligations throughout the term of this Agreement.
      

     

    10.1.
      Escrow
      and/or Deferral of Initial Franchise Fees.
      In the
      event that applicable state and/or federal law requires Planet Beach to defer
      receipt of the initial franchise fees and/or place said fees into an escrow
      account until the Spas open for business, you will be paid your percentage
      of
      said fees (as described in Paragraphs 10.2 and 10.3 below) once said fees are
      received by Planet Beach or removed from escrow. 

     

    10.2.
      Spas
      Generated and Awarded by Area Representative.
      

     

    10.2.1.
      Initial
      Franchise Fees and Any Multi-Unit Option Fees.
      Planet
      Beach shall remit to you 50% of the initial franchise fee and any multi-unit
      option fees collected upon the sale of the franchise and due to the Planet
      Beach
      for each Spa sold within your Territory by you through a lead generated and
      awarded by you. Planet Beach shall remit said sum within 30 days of cleared
      funds. 

     

    10.2.2.
      Assignment
      or Renewal Fees.
      Area
      Representative shall be entitled to 50% of any monies received by Planet Beach
      for assignment or renewal fees of Spas awarded by you within your Territory.
      

     

    10.2.3.
      Royalty
      Fees.
      All
      Spas awarded by you within your Territory shall remit to you royalty and service
      payments due under the individual Franchise Agreement to Planet Beach, based
      on
      the percentage of gross sales for each Spa. In consideration of the ongoing
      supervisor and support services provided by the Area Representative, Planet
      Beach shall remit 40%
      of
      all
      royalty fees received by Planet Beach to Area Representative. 

     

    10.3.
      Spas
      not Generated or Awarded by You.
      

     

    10.3.1.
      Initial
      Franchise Fees and Any Multi-Unit Option Fees.
      In the
      event that Planet Beach, a franchise broker or Rhino 7 generates a lead and
      subsequently awards a Spa within your Territory, Planet Beach shall remit to
      you
      50% of the Net Franchise Fee collected upon the sale of the franchise. “Net
      Franchise Fee” is defined as the remaining sum after: (i) broker
      fees/commissions as agreed by and between Planet Beach and broker, if any,
      plus
      (ii) Planet Beach fees/commissions or Rhino 7 fees/commissions plus (iii) 1%
      administrative expenses are subtracted. Planet Beach shall remit said sum within
      30 days of cleared funds. 


    
      
        
        

      

      
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    10.3.2.
      Assignment
      or Renewal Fees.
      Area
      Representative shall be entitled to 50% of any Net Monies received by Planet
      Beach for assignment or renewal fees of Spas within your Territory. “Net Monies”
is defined as the remaining sum after: (i) broker fees/commissions as agreed
      by
      and between Planet Beach and broker, if any, plus (ii) Planet Beach
      fees/commissions or Rhino 7 fees/commissions plus (iii) 1% administrative
      expenses are subtracted. Planet Beach shall remit said sum within 30 days of
      cleared funds. 

     

    10.3.3.
      Royalty
      Fees.
      All
      Spas within your Territory shall remit royalty and service payments due under
      the individual Franchise Agreement to Planet Beach, based on the percentage
      of
      gross sales for each Spa. In consideration of the ongoing supervisor and support
      services provided by the Area Representative, Planet Beach shall remit 40%
      of
      all royalty fees received by Planet Beach to Area Representative. 

     

    10.4.
      Acknowledgments.
      Area
      Representative expressly acknowledges and agrees that its rights to receive
      the
      amounts contemplated by this Paragraph 10 are conditioned on Area
      Representatives full, prompt and complete performance of its duties and
      obligations under the terms of this Agreement. The responsibility for collection
      of all payments due under the individual Franchise Agreements from franchisees
      rests solely with Planet Beach. The Area Representative shall use its best
      efforts to ensure that all payments and reports are submitted to Planet Beach
      on
      a timely basis. 

     

    10.5.
      Audits.
      Planet
      Beach has the right to inspect the books, records and tax statements of the
      Area
      Representative. Such inspection will be at Planet Beach's expense and a
      5-business day written notice shall be given to the Area Representative at
      his
      office prior to any inspection. 

     

    10.6.
      Referral.
      You
      will be entitled to a referral fee of upto $2,500 per referral for any referral
      by you who subsequently becomes a franchisee outside of your Territory, but
      not
      in another Area Representative’s Territory. This referral fee will be paid by
      Planet Beach once the referred franchisee first opens its spa for business.
      In
      the event that a franchisee refers a prospect who subsequently becomes a
      franchisee within your Territory, the referral fee will be paid by you to that
      referring franchisee in an amount upto $2,500. 

     

    10.7.
      Payment
      of Fees.
      All
      fees, including but not limited to the franchise and royalty fees, shall be
      paid
      to Planet Beach Area Representative shall not accept any payment from any
      existing or prospective franchisees. Planet Beach will not be required to
      maintain a separate account or a separate set of books and records, and may
      commingle the fees in a general operating account. 

     

    1 Royalty
      Fees for Your Spa.
      Planet
      Beach will receive 100% of royalty fees from your own Spa. If you own more
      than
      1 Spa, Planet Beach will receive 100% of royalty fees from your 1st
      Spa
      and
      60% of your royalty fees from each of your subsequent Spas. 

     

    2 COVENANTS
      

    


    11.1.
      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 offering tanning services
      or other services or products offered by Planet Beach Tanning Spas, or which
      engages in any business competing in whole or in part with Planet Beach Spas
      or
      which grants franchises or licenses for any business competing in whole or
      in
      part with Planet Beach; 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. 


    
      
        
        

      

      
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    11.2.
      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 area representative opportunity,
      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 offering tanning services or other services or products offered
      by Planet Beach Tanning Spas or which engages in any business competing in
      whole
      or in part with Planet Beach Spas or which grants franchises or licenses for
      any
      business competing in whole or in part with Planet Beach: (1) within the
      Territory; (2) within a 10 mile area surrounding the perimeter of the Territory;
      or (3) 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 area representative business pursuant to a valid area representative
      agreement with Planet Beach. The aforesaid 2-year period shall be tolled during
      any period of noncompliance. 

     

    11.3.
      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. 

     

    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 RELATIONSHIP
      OF THE PARTIES 

    


    12.1.
      Independent
      Contractor.
      The
      appointment of Area Representative pursuant to this Agreement does not make
      him
      an agent, partner, legal representative or employee of Planet Beach and the
      parties expressly agree that Area Representative is an independent contractor.
      Area Representative does not have the right to bind Planet Beach, to transact
      any business or make any promises or representations on behalf of Planet Beach,
      except as herein expressly provided. Area Representative will at all times
      represent himself only as an independent contractor who has been appointed
      and
      licensed as an Area Representative. Neither this Agreement nor the relationship
      between the parties hereto constitutes a partnership or a joint venture between
      Area Representative and Planet Beach. It is understood, acknowledged and agreed
      by the parties hereto that they do not intend to create by this Area
      Representative Agreement any type of franchise relationship. The relationship
      that exists between the parties is one of contracting for the services of Area
      Representative as an independent representative for franchise sales and support
      and this Area Representative Agreement is strictly a method to develop a program
      to sell and coordinate services for Planet Beach Spas and is not a master
      franchise, subfranchise, area development agreement, or any other type of
      franchise relationship of any kind or nature. If any state regulatory agency
      deems Area Representative to be a subfranchisee, Planet Beach shall assume
      responsibility for all necessary franchise registration filings in behalf of
      Area Representative and shall assume all costs for such necessary filing with
      appropriate state agencies. 

     

    12.2.
      Area
      Representative as a Franchisee.
      Subject
      to any provisions contained in this Agreement to the contrary, the relationship
      of Planet Beach and Area Representative with respect to the ownership and
      operation by Area Representative of Spas within the Territory, if applicable,
      will be governed by the individual Franchise Agreement(s) executed in connection
      therewith. 


    
      
        
        

      

      
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    13.
      INDEMNIFICATION 

     

    13.1.
      The
      parties covenant and agree to indemnify and hold the other party harmless
      against and from any and all claims, demands, judgments, damages, suits, losses
      penalties, expenses, costs, settlements and liabilities of any kind or nature
      (including reasonable attorneys' fees) arising or resulting from any default
      in
      the observance, performance, or breach of any representation, warranty, covenant
      or agreement made by the indemnifying party required to be performed, observed
      or kept by that party, under this Agreement. 

     

    1 Each
      party will be responsible for all loss or damage originating from or in
      connection with the operation of its respective headquarters, and for all claims
      or demands for damages to property or for injury, illness or death of persons,
      directly or indirectly, resulting from said operation, and agrees to indemnify
      and hold harmless the other party against and from any such claims, loss or
      damage. 

     

    2 INSURANCE
      

    


    14.1.
      Area Representative must maintain insurance that may be required by law in
      connection with its business as the Area Representative, and must further
      maintain comprehensive general liability coverage. In the event that Area
      Representative owns and operates any Spa, Area Representative must maintain
      all
      insurance required under the individual franchise agreements pertaining thereto.
      

     

    1 In
      connection with all areas of liability coverage, Area Representative must submit
      as proof of such insurance a fully paid insurance policy naming Planet Beach
      and
      any other parties designated by Planet Beach as additional insured parties,
      to
      Planet Beach for Planet Beach's prior approval before commencing the business
      contemplated hereunder. Any proposed changes in the insurance policies must
      be
      submitted to Planet Beach for its prior approval. Area Representative must
      furnish to Planet Beach a copy of the then prevailing insurance policies with
      assurances that the specified insurance is in full force and effect; that the
      insurance covers Area Representative, Planet Beach and other designated parties
      as their respective interest may appear, and that said insurance policies will
      not be canceled or modified by the insurer without written notice to Planet
      Beach at least 30 days prior to the proposed cancellation or modification
      including, but not limited to, products liability, property damage, personal
      injury, owned and non-owned automobile and contractual liability, with a
      combined single limit of at least $1,000,000.00 or such larger amount as Planet
      Beach may reasonably require. 

     

    2 DEFAULT
      AND TERMINATION 

    


    The
      rights, licenses and territorial exclusivity granted to the Area Representative
      under this Agreement have been granted in reliance on Area Representative's
      representations and assurances, among others, that the conditions and
      obligations set forth in Paragraphs 8 and 9 of this Area Representative
      Agreement will be met and performed in a timely manner. 

     

    15.1.
      The
      rights, licenses and territorial exclusivity may be terminated upon the
      happening of any of the following events: 

     

    15.1.1.
      In the event the Area Representative is adjudicated bankrupt, becomes insolvent,
      suffers a permanent or temporary court-appointed receivership of substantially
      all of Area Representative's property, makes a general assignment for the
      benefit of creditors or suffers the filing of a voluntary or involuntary
      bankruptcy petition which is not dismissed within one year after filing;



    
      
        
        

      

      
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    15.1.2.
      If the Area Representative fails to comply with the Mandatory Development
      Schedule set forth in Paragraph 4 herein within the 1st
      calendar
      year as an Area Representative, Planet Beach , in Planet Beach’s sole
      discretion, remarket and resell your territory. If the Area Representative
      fails
      to also comply with the Mandatory Development Schedule set forth in Paragraph
      3
      herein within any calendar year following their first year as an Area
      Representative, default is not cured with in 6 months Area Representative may
      be
      terminated; 

     

    15.1.3.
      If there is not substantial compliance with Paragraph 8 herein and 75% of the
      franchisees provide a written petition to Planet Beach that the Area
      Representative is not substantially providing the franchise support as outlined
      in their individual Franchise Agreement of which the Area Representative has
      direct control, Planet Beach will immediately give written notice of such
      substantial noncompliance. Upon receipt of notice of non-compliance and
      franchisee petition the Area Representative will have 180 days or such time
      as
      is reasonable to cure such defaults 

     

    15.2.
      The
      events of default and grounds for termination described in this Paragraph 15
      will be in addition to any other grounds for termination and remedies contained
      elsewhere in this Agreement or in any individual Franchise Agreement executed
      between Planet Beach and the Area Representative. 

     

    15.3.
      Upon termination of this Agreement, the Area Representative will not have
      further rights to receive any portion of any remuneration described in Paragraph
      10 above, and Planet Beach will have complete and exclusive rights to the
      franchise and royalty fees collected from each Spa within the Territory.


     

    15.4.
      In
      the event that Planet Beach must expend legal fees in order to get a Spa within
      your Territory compliant, you will reimburse Planet Beach for 50% of said legal
      fees directly out of your share of royalty fees from said non-compliant Spa.
      

     

    1 No
      right
      or remedy herein conferred upon or reserved to Planet Beach is exclusive of
      any
      other right or remedy provided or permitted by law or equity. 

     

    2 TRANSFERABILITY
      

    


    16.1.
      Planet Beach has the right to assign this Agreement, and all of its rights
      and
      privileges hereunder, to any person, firm, corporation or other entity provided
      that, with respect to any assignment resulting in the subsequent performance
      by
      the assignee of the functions of Planet Beach: (i)
      the
      assignee shall, at the time of such assignment, be financially responsible
      and
      economically capable of performing the obligations of Planet Beach hereunder,
      and (ii) the assignee shall expressly assume and agree to perform such
      obligations. 

     

    Specifically,
      and without limitation to the foregoing, Area Representative expressly affirms
      and agrees that Planet Beach may sell its assets, its Proprietary Marks, or
      its
      System outright to a third party; may go public; may engage in a private
      placement of some or all of its securities; may merge, acquire other
      corporations, or be acquired by another corporation; may undertake a
      refinancing, recapitalization, leveraged buy out or other economic or financial
      restructuring; and, with regard to any or all of the above sales, assignments
      and dispositions, Area Representative expressly and specifically waives any
      claims, demands or damages arising from or related to the loss of said
      Proprietary Marks (or any variation thereof) and/or the loss of association
      with
      or identification of “Planet Beach Franchising Corp.” as Planet Beach hereunder.



    
      
        
        

      

      
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    Nothing
      contained in this Agreement requires Planet Beach to remain in the Tanning
      Spa
      business or to offer the same products and services, whether or not bearing
      Planet Beach's Proprietary Marks, in the event that Planet Beach exercises
      its
      rights hereunder to assign its rights in this Agreement. 

     

    16.2.
      Area Representative understands and acknowledges that the rights and duties
      set
      forth in this Area Representative Agreement are personal to the Area
      Representative and are granted in reliance upon the individual or collective
      character, skill, aptitude and business and financial capacity of Area
      Representative or its principals. Area Representative has represented to Planet
      Beach that Area Representative is entering into this Area Representative
      Agreement with the intention of complying with its terms and conditions and
      not
      for the purpose of resale of its rights and obligations hereunder. 

     

    16.3.
      In
      the event that the Area Representative desires to sell its interest, right
      or
      license under this Agreement, it must submit to Planet Beach, in writing, the
      terms and conditions of any proposed sale or transfer, including the name or
      names of person or entity desiring to purchase such interest, rights or license
      of the Area Representative. Planet Beach will have 30 days from the date of
      the
      receipt of any notice of a bona fide offer to sell, to purchase the interest
      of
      the Area Representative upon the same terms and conditions as set forth in
      the
      offer to sell to the bona fide offeree. The right of first refusal granted
      hereunder to Planet Beach may be exercised in connection with any offer to
      sell
      which may be made by the Area Representative during the entire term of this
      Agreement and any renewal thereof. In the event that Planet Beach elects not
      to
      purchase the interest, rights and licenses granted to the Area Representative,
      then the remaining provisions of this Paragraph 16 shall apply. 

     

    16.4.
      Neither Area Representative nor any partner or shareholder thereof may, without
      Planet Beach's prior written consent, directly or indirectly sell, assign,
      transfer, convey, give away, pledge, mortgage or otherwise encumber any interest
      in this Agreement without the prior written consent of Planet Beach.


     

    16.5.
      Planet Beach will not unreasonably withhold or delay its consent to the transfer
      of any interest in the Area Representative; provided, however, that prior to
      the
      time of the transfer, Planet Beach may, in its sole discretion require that:
      

     

    16.5.1.
      The transferee demonstrate to Planet Beach's satisfaction that it meets Planet
      Beach's requirements that existed under the original Agreement and have the
      adequate financial resources and capital to manage the Territory; and transferee
      must submit to Planet Beach an application in the form prescribed by Planet
      Beach; 

     

    16.5.2.
      At transferee's expense and upon such other terms and conditions as Planet
      Beach
      may reasonably require, transferee or transferee's manager must complete any
      training course then in effect for Area Representatives; 

     

    16.5.3.
      Except in the case of a transfer to a corporation formed solely for the
      convenience of ownership, a transfer fee of 10% of Planet Beach’s then-current
      Area Representative fee shall be paid to Planet Beach from Area Representative;
      

     

    16.5.4.
      Area Representative's execution of a general release, in a form prescribed
      by
      Planet Beach, of all claims against Planet Beach, it affiliates and its
      officers, directors, agents, and employees. Notwithstanding such release, Area
      Representative shall remain obligated under those provisions of this Agreement
      that expressly extend beyond the term hereof; and 

     

    16.5.5.
      Transferee's execution of Planet Beach's then-current area representative
      agreement. 


    
      
        
        

      

      
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    16.6.
      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. If you
      receive an acceptable bona fide offer from a third party to purchase the
      Territory or any or all of your 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 thirty (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. 

     

    16.7.
      In
      the event of the death or permanent incapacity of the Area Representative,
      the
      spouse or personal representative of Area Representative may, on request in
      writing to Planet Beach made within 90 days of such death or permanent
      incapacity, continue to act as Area Representative under this Agreement for
      a
      period of 1 year from the date of such request is received by Planet Beach
      to
      the expiration of the aforesaid 1 year period. Said spouse or personal
      representative must file with Planet Beach an application for an Area
      Representative Agreement. Said spouse or personal representative may, in the
      alternative, offer for sale the Agreement pursuant to the terms and conditions
      of this section, including Planet Beach's right of first refusal contained
      in
      paragraph 16.6. 

     

    If
      application is made to Planet Beach for an Area Representative Agreement, Planet
      Beach agrees to authorize the person designated in such application to become
      an
      Area Representative under this Agreement for the balance of the term hereof
      provided that such person substantially meets Planet Beach's qualifications
      to
      become an Area Representative under the terms of this Agreement, successfully
      completes all training required under this Agreement, and this Agreement is
      not
      in default. No transfer fee will be required upon transfer of this Agreement
      to
      the surviving spouse, heirs, beneficiaries or devisee of Area Representative.
      Except as provided in this Agreement, if the representative fails to take the
      steps stated above shall constitute a breach of this Agreement. 

     

    17.
      RIGHTS AND OBLIGATIONS OF THE PARTIES UPON TERMINATION 

     

    17.1.
      Area Representative agrees that after the termination of this agreement, for
      any
      reason, it shall: 

     

    17.1.1.
      Promptly turn over to Planet Beach the identities of all prospective franchisees
      who have been provided with our UFOC and/or with whom Area Representative has
      communicated. 

     

    17.1.2.
      Not directly or indirectly at any time or in any manner identify itself or
      any
      business as a current or former franchisee, licensee or dealer of, or as
      otherwise associated with, Planet Beach, or directly or indirectly use any
      of
      Planet Beach's Proprietary Marks, any colorable imitation thereof or other
      indicia of a Spa in any manner or for any purpose, or utilize for any purpose
      any trade name, trademark, service mark or other commercial symbol that suggests
      or indicates a connection or association with Planet Beach or its affiliates
      and
      franchisees; 


    
      
        
        

      

      
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    17.1.3.
      Promptly return to Planet Beach all sign, Manuals, brochures, advertising
      materials, forms, invoices and other materials containing any Proprietary Marks
      or otherwise identifying or relating to the System or the operation of a Spa
      and
      allow Planet Beach, without liability, to remove all such items from the Area
      Representative's offices; 

     

    17.1.4.
      Promptly take such action as may be required to cancel all fictitious or assumed
      name or equivalent registrations relating to its use of any Proprietary Marks;
      

     

    17.1.5.
      Promptly notify the appropriate telephone company and all telephone directory
      listing agencies of the termination or expiration of Area Representative's
      right
      to use any telephone numbers and any regular, classified or other telephone
      directory listings associated with any Proprietary Marks and authorize transfer
      of same to or at the direction of Planet Beach. Area Representative agrees
      to
      execute updated letters of direction to telephone companies and telephone
      directory listing agencies directing termination and/or transfer of Area
      Representative's right to use telephone numbers associated with the Proprietary
      Marks, which Planet Beach may hold until termination or expiration hereof.
      Area
      Representative acknowledges that as between Planet Beach and Area
      Representative, Planet Beach has the sole right to and interest in all telephone
      numbers and directory listing associated with any Proprietary Marks. Area
      Representative authorizes Planet Beach, and hereby appoints Planet Beach and
      any
      officer of Planet Beach as its attorney in fact, to direct the appropriate
      telephone company and all listing agencies to transfer same to Planet Beach
      or
      at is direction, should Area Representative fail or refuse to do so, and the
      appropriate telephone company and all listing agencies may accept such direction
      of this Agreement or Area Representative's letter of direction held by Planet
      Beach as conclusive of the exclusive rights of Planet Beach in such telephone
      number and directory listings and its authority to direct their transfer; and
      

     

    17.1.6.
      Furnish to Planet Beach, within 30 days after the effective date of termination
      or expiration, evidence satisfactory to Planet Beach of Area Representative's
      compliance with the foregoing obligations. 

     

    17.2.
      Comply with the restrictive covenants contained in paragraph 11 of this
      Agreement. 

     

    17.3.
      If
      Area Representative at the time of expiration or termination of this Agreement
      is operating one or more franchises pursuant to the terms of individual
      franchise agreements entered into with Planet Beach, then all of the rights
      and
      obligations under such individual franchise agreements will be applicable;
      however, to the extent of any conflict or inconsistency between any individual
      franchise agreement and this Agreement, the provisions of individual Franchise
      Agreement will govern. 

     

    1 All
      obligations of Area Representative which expressly or by their nature service
      the expiration or termination of this Agreement will continue in full force
      and
      effect subsequent to and notwithstanding its expiration or termination and
      until
      they are satisfied in full or by their nature expire. 

     

    2 CHANGES
      AND MODIFICATIONS 

    


    Planet
      Beach may modify this Agreement only upon the execution of a written agreement
      by Planet Beach and Area Representative. Planet Beach reserves and will have
      the
      sole right to make changes in the Manual, the System and the Proprietary Marks
      at any time and without prior notice to Area Representative. Area Representative
      must promptly alter any signs, products, business materials or related items,
      at
      its sole cost and expense, upon written receipt of notice of such change or
      modification in order to conform with the Planet Beach's revised specifications.
      In the event that any improvement or addition to the Manual, the System or
      the
      Proprietary Marks is developed by Area Representative, then Area Representative
      agrees to grant to Planet Beach an irrevocable, world-wide, exclusive,
      royalty-free license, with the right to sublicense such improvement or addition.
      


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    Area
      Representative understands and agrees that due to changes in competitive
      circumstances, presently unforeseen changes in the needs of customers, and/or
      presently unforeseen technological innovations, Planet Beach's System must
      not
      remain static, in order that it best serve the interests of Planet Beach, Area
      Representative and the System. Accordingly, Area Representative expressly
      understands and agrees that Planet Beach may from time to time change the
      components of the System, including but not limited to, altering the programs,
      services, methods, standards, forms, policies and procedures of that System;
      adding to, deleting from or modifying those programs, products and services
      which the Spa is authorized to offer; and changing, improving or modifying
      the
      Proprietary Marks. Subject to the other provisions of this Agreement, Area
      Representative expressly agrees to abide by any such modifications, changes,
      additions, deletions and alterations. 

     

    19.
      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). 

     

    20.
      CHOICE OF LAW; DISPUTE RESOLUTION 

     

    20.1.
      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.
      

     

    20.2.
      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 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. 

     

    20.3.
      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. 


    
      
        
        

      

      
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    20.4.
      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. 

     

    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. 

     

    20.5.
      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. 

     

    20.6.
      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.
      


    
      
        
        

      

      
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    20.7.
      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. 

     

    20.8.
      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.


     

    20.9.
      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 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.


     

    20.10.
      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. 

     

    20.11.
      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. 

     

    1 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. 

     

    2 CONSTRUCTION
      

    


    21.1.
      Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties concerning the
      area
      representative's opportunity; 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. 


    
      
        
        

      

      
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    21.2.
      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. 

     

    21.3.
      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. 

     

    21.4.
      Construction. The terms "Area Representative" and "you" shall be construed
      to
      refer to the male or female gender in all cases where the Area Representative
      is
      an individual, masculine or feminine modifiers and pronouns notwithstanding.
      The
      term "Area Representative" and "you" include all persons or entities identified
      as “area representative” 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. 

     

    21.5.
      Binding
      Agreement.
      This
      Agreement shall be binding upon the parties and their heirs, executors, personal
      representatives, successors and assigns. All area representative signatories
      to
      this Agreement and all partners of a partnership area representative, all
      officers, directors and shareholders of a corporate area representative, and
      all
      members and managers of a limited liability company area representative, shall
      be jointly and severally liable for the performance of all terms, covenants
      and
      conditions hereof. 

     

    22.
       PERSONAL
      GUARANTY OF SHAREHOLDERS, PARTNERS, MEMBERS AND MANAGERS 

    


    You
      acknowledge that all partners in a limited partnership, shareholders in a
      corporate Area Representative, or members and managers in a limited liability
      company Area Representative are obligated to execute a Guaranty Agreement
      whereunder 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.



    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    23.
      REPRESENTATIONS AND ACKNOWLEDGMENTS 

     

    23.1.
      No
      Warranties.
      Planet
      Beach makes no warranties, express or implied, nor any representation whatsoever
      other than as expressly set forth herein. 

     

    23.2.
      Acknowledgements.
      The
      success of the business venture contemplated to be undertaken by Area
      Representative by virtue of this Agreement is speculative and depends, to a
      large extent, upon the ability of the Area Representative as an independent
      businessman, and its active participation in the daily affairs of the business
      as well as other factors. Planet Beach does not make any representations or
      warranty, express or implied, as to the potential success of the business
      venture contemplated hereby. 

     

    Area
      Representative acknowledges that it has entered into this Agreement after making
      an independent investigation of Planet Beach's operations and not upon any
      representation as to gross revenues, volume, potential earnings or profits
      which
      Area Representative in particular might be expected to realize, nor has anyone
      made any other representation which is not expressly set forth herein, to induce
      Area Representative to accept this license and execute this agreement.


     

    Area
      Representative represents that it has read this Agreement in its entirety and
      that it has been given the opportunity to clarify any provisions that it did
      not
      understand and to consult with an attorney or other professional advisor. Area
      Representative further represents that it understands the terms, conditions
      and
      obligations of this Agreement and agrees to be bound thereby. 

     

    23.3.
      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 AREA REPRESENTATIVE 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 AREA REPRESENTATIVES ARE MORE, OR LESS, SUCCESSFUL THAN OTHER AREA
      REPRESENTATIVES AND THAT PLANET BEACH HAS MADE NO REPRESENTATIONS THAT YOU
      WILL
      DO AS WELL AS ANY OTHER AREA REPRESENTATIVES. 

     

    23.4.
      Receipt.
      THE
      UNDERSIGNED ACKNOWLEDGES RECEIPT OF PLANET BEACH’S FRANCHISE OFFERING CIRCULAR,
      FINANCIAL STATEMENTS AND CONTRACTS FOR THE AREA REPRESENTATIVE AGREEMENT AT
      LEAST 10 BUSINESS DAYS PRIOR TO EXECUTION OF THIS AGREEMENT OR PAYMENT OF ANY
      MONIES FOR THE TERRITORY. 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. 


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    23.5.
      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 AREA
      REPRESENTATIVE OPPORTUNITY 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.
      

     

    23.6.
      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. 

     

    23.7.
      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. 

     

    23.8.
      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. 

     

    IN
      WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
      have
      duly executed and delivered this Agreement the date and year first written
      above. 


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    PLANET
      BEACH FRANCHISING CORPORATION By: __________ 

     

    This
      Agreement is not fully executed until signed by the 

     

    CEO
      or
      COO of Planet Beach Franchising Corporation: 

     

    AREA
      REPRESENTATIVE 

    Witness
      


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A


    TO
      PLANET
      BEACH FRANCHISING CORPORATION AREA REPRESENTATIVE AGREEMENT 

     

    PLANET
      BEACH FRANCHISING CORPORATION SINGLE UNIT FRANCHISE AGREEMENT



    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    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. 


    
      
        
        

      

      
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    PLANET
      BEACH FRANCHISING CORPORATION 

    SINGLE
      UNIT FRANCHISE AGREEMENT 

     

    TABLE
      OF
      CONTENTS 

     

    
      	
              Background
                

            	
              32

            
	
              1.
                FRANCHISE GRANT 

            	
              32

            
	
              2.
                LOCATION AND SITE CONSTRUCTION 

            	
              32

            
	
              3.
                TERRITORY 

            	
              33

            
	
              4.
                TERM AND RENEWAL 

            	
              34

            
	
              5.
                CONSTRUCTION OF SPA

            	
              34

            
	
              6.
                TRAINING 

            	
              35

            
	
              7.
                CONFIDENTIAL OPERATIONS MANUAL 

            	
              37

            
	
              8.
                APPLICABLE LAWS AND LICENSING REQUIREMENTS 

            	
              37

            
	
              9.
                OPENING 

            	
              37

            
	
              10.
                CONSULTATION AND ADVICE 

            	
              38

            
	
              11.
                YOUR OBLIGATIONS 

            	
              38

            
	
              12.
                INITIAL AND CONTINUING FEES 

            	
              41

            
	
              13.
                PROPRIETARY MARKS AND COPYRIGHTS 

            	
              42

            
	
              14.
                CONFIDENTIAL INFORMATION 

            	
              43

            
	
              15.
                MARKETING 

            	
              44

            
	
              16.
                INSURANCE 

            	
              45

            
	
              17.
                BOOKS, RECORDS AND REPORTS 

            	
              46

            
	
              18.
                ACCOUNTING 

            	
              46

            
	
              19.
                INSPECTIONS 

            	
              47

            
	
              20.
                COVENANTS 

            	
              47

            
	
              21.
                INDEPENDENT CONTRACTOR; INDEMNIFICATION 

            	
              48

            
	
              22.
                NOTICES 

            	
              48

            
	
              23.
                SALE OR ASSIGNMENT

            	
              48

            
	
              24.
                TERMINATION 

            	
              51

            
	
              25.
                YOUR OBLIGATIONS UPON TERMINATION 

            	
              53

            
	
              26.
                CHOICE OF LAW; DISPUTE RESOLUTION 

            	
              55

            
	
              27.
                CONSTRUCTION 

            	
              57

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

            	
              58

            
	
              29.
                REPRESENTATIONS AND ACKNOWLEDGMENTS 

            	
              59

            


    

    


    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 


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    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.
      


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    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. 


    
      
        
        

      

      
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        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.
                

            


    

     

    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. 


    
      
        
        

      

      
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    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. 


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    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. 

     

    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.



    
      
        
        

      

      
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    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 non-refundable. 

     

    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. 


    
      
        
        

      

      
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    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. 

     

    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. 


    
      
        
        

      

      
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    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 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: 

     

    
      	 	
              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. 


    
      
        
        

      

      
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    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. 

     

    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. 


    
      
        
        

      

      
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    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. 

     

    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.



    
      
        
        

      

      
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      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. 

       

      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;


              


      


      
        
          
          

        

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

              


      

       

      
        	
              	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; 

              


      


      
        
          
          

        

        
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                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; 

              


        	 	 	 


        	 	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;


              


      


      
        
          
          

        

        
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                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; 

              


      

       

      
        	
                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;


              


      


      
        
          
          

        

        
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        	 	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;  


        	 	 	 


        	 	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;
                  

              


      


      
        
          
          

        

        
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                25.1.3.
                  

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

              


      

       

      
        	 	
                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. 


      
        
          
          

        

        
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      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.
        

       

      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 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. 


      
        
          
          

        

        
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      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. 

       

      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. 


      
        
          
          

        

        
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      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. 

       

      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. 


      
        
          
          

        

        
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      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. 

       

      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 

      

        WHEREAS,
          an Area Representative Agreement _________________, 20__ has been entered
          into
          between Planet Beach Franchising Corporation and _______________________referred
          to as “Area Representative”) for the right and license to you to serve as an
          independent representative of Planet Beach in order to recruit prospective
          franchisees and provide certain services to franchisees; 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. 


      
        
          
          

        

        
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      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:______________________________________ 

      


      
        
          
          

        

        
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      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. 

       

      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: 


      
        
          
          

        

        
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      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. 

       

      4. 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 revisions thereto. The only way this Agreement can be changed is in
        writing signed by both the Franchisee and me.  


      
        
          
          

        

        
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      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:
        


      
        
          
          

        

        
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      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 ______
        


      
        
          
          

        

        
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      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:_______________________________________________________________________________________________.
        


      
        
          
          

        

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

      Franchisee's
        Initials ______ 

       

      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:
        


      
        
          
          

        

        
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      EXHIBIT
        B
        TO PLANET BEACH FRANCHISING CORPORATION AREA REPRESENTATIVE AGREEMENT


       

      PLANET
        BEACH FRANCHISING CORPORATION MULTI-UNIT OPTION AGREEMENT



      
        
          
          

        

        
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      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; 


      
        
          
          

        

        
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      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.
        

       

      4.7.
        Your
        Options may be applied only to opening a new Spa and may not be applied to
        already existing locations. 

       

      5.
        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.
        

       

      6.
        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. 

       

      7.
        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.
        

       

      8.
        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).


       

      9.
        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.
        

       

      10.
        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.
        

       

      
        
          
          

        

        
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      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.
        

       

      14.
        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. 

       

      15.
        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. 

       

      
        
          
          

        

        
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      16.
        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. 

       

      17.
        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. 

       

      18.
        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. 

       

      19.
        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. 

       

      20.
        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. 

       

      21.
        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.
        

       

      
        
          
          

        

        
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      22.
        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. 

       

      23.
        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. 

       

      24.
        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. 

       

      25.
        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. 

       

      26.
        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. 



      
        
          
          

        

        
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      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.



      
        
          
          

        

        
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      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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      EXHIBIT
        C


      TO
        PLANET
        BEACH FRANCHISING CORPORATION AREA
        REPRESENTATIVE AGREEMENT
        

       

      GUARANTY
        AGREEMENT 

       

      WHEREAS,
        an Area Representative Agreement _________________, 20__ has been entered
        into
        between Planet Beach Franchising Corporation and _______________________referred
        to as “Area Representative”) for the right and license to you to serve as an
        independent representative of Planet Beach in order to recruit prospective
        franchisees and provide certain services to franchisees; and 

       

      WHEREAS,
        the undersigned guarantor desires to guarantee the obligations of Area
        Representative 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 serving as an independent
        representative of Planet Beach, agrees to personally and unconditionally
        guarantee the obligations of Area Representative to Planet Beach Franchising
        Corporation and shall personally be subject to and bound by all terms,
        conditions, restrictions and prohibitions contained in the Planet Beach
        Franchising Corporation's Area Representative Agreement including, without
        limitation, the confidentiality provisions, covenants, and indemnification
        provisions contained in Sections 6, 11 and 13, 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 Area Representative in any such subject Area Representative
        Agreement. The undersigned agrees that Planet Beach Franchising Corporation
        does
        not have to pursue any remedies it may have against the Area Representative
        or
        any other individual guarantor; but, rather, it may proceed directly and
        primarily against the undersigned with or without joining the Area
        Representative 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 Area Representative.
        

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
         

      

      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 area representative
        to Planet Beach Franchising Corporation, or is the spouse of an individual
        area
        representative 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 area representative
        program and recognizes that the business venture contemplated by the area
        representative involves business risk and success will be largely dependent
        upon
        the ability of the area representative, Guarantor and other persons with
        an
        interest in the area representative opportunity 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 Area Representative 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 area representative opportunity under the Planet Beach Franchising
        Corporation's Area Representative 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 AREA
        REPRESENTATIVE AGREEMENT
        

       

      CONFIDENTIALITY
        AND NON-COMPETITION AGREEMENT 

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

       

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


      
        
          
          

        

        
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      1.
        _________________________, doing business as ____________________ (the “Area
        Representative”), has acquired the right from Planet Beach Franchising
        Corporation (the “Company”) to recruit and support prospective franchisees
        (“Area Representative Opportunity”) 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 territory (the “Approved Territory”): 

       

      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 Area Representative, the Company and Area
        Representative 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 Area Representative Opportunity 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 Area Representative,
        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 Area Representative under the Area Representative Agreement. 

       

      7.
        Except
        as otherwise approved in writing by the Company, I shall not, while in my
        position with the Area Representative and for a continuous uninterrupted
        period
        commencing upon the cessation or termination of my position with Area
        Representative, 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: 

       

      
        
          
          

        

        
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      7.1
        the
        Area Representative 's Territory as defined in the Area Representative
        Agreement; 

       

      7.2
        10
        miles of Area Representative’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 Area Representative. I am aware that my violation
        of
        this Agreement will cause the Company and the Area Representative 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 remit the Area Representative 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 Area Representative and the Company, any claim I have against
        the Area Representative or the Company is separate matter and does not entitle
        me to violate, or justify any violation of this Agreement. 

       

      4. 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 revisions
        thereto. The only way this Agreement can be changed is in writing signed
        by both
        the Franchisee and me. 

       

      Signature:
        __________________________ 

      Name:
        _____________________________ 

      Address:
        ___________________________ 

      Title:
        ______________________________ 

      Witness:
        ___________________________ 

       

      Signature:
        __________________________ 

      Name:
        _____________________________ 

      Address:
        ___________________________ 

      Title:
        ______________________________ 

      Witness:
        ___________________________ 

       

      ACKNOWLEDGED
        BY FRANCHISEE 

       

      By:
        ____________________________ 

      Name:
        ____________________________ 

      Title:
        ____________________________ 

       

      By:
        ____________________________ 

      Name:
        ____________________________ 

      Title:
        ____________________________ 


      
        
          
          

        

        
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      EXHIBIT
        E
        TO
        PLANET
        BEACH FRANCHISING CORPORATION AREA
        REPRESENTATIVE AGREEMENT
        

       

      STATEMENT
        OF PROSPECTIVE AREA REPRESENTATIVE 

       

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

       

      The
        date
        of my first face-to-face meeting with a Planet Beach Franchise Marketing
        Representative,
        to discuss the possible purchase of an Area Representative Opportunity.
_____________,
        20__. 

      Area
        Representative's Initials ______ 

       

      The
        date
        on which I received a Uniform Franchise Offering Circular about the Planet
        Beach
        Area Representative Opportunity__________________, 20_________. 

      Area
        Representative's Initials ______ 

       

      The
        date
        when I received a fully completed copy (other than signatures) of the Area
        Representative Agreement I later signed. __________________, 20_________.
        

      Area
        Representative's Initials ______ 

       

      The
        earliest date on which I signed the Area Representative Agreement or any
        other
        binding document (not including the Receipt page). __________________,
        20_________. 

      Area
        Representative's Initials ______ 

       

      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_________.
        

      Area
        Representative's Initials ______ 

      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 Area Representative Agreement,
        or
        written addendum signed by me and the President of Franchisor except as follows:
        

       

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

      Area
        Representative's Initials ______ 


      
        
          
          

        

        
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      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 Area Representative Agreement
        was
        made to me by any person or entity, except as
        follows:__________________________________________________________________________________________________.
        (If none, the prospective Area Representative shall write NONE in his/her
        own
        handwriting and initial same.) 

      Area
        Representative'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 Area Representative shall write NONE in his/her
        own
        handwriting and initial same.) 

      Area
        Representative '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 Area
        Representative 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 Area Representative shall write NONE in his/her
        own
        handwriting and initial same.) 

      Area
        Representative's Initials ______ 

       

      I
        hereby understand that there will be no refunds. Area
        Representative'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 Area Representative 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 Area Representative
        Agreement or the existence of any contingencies or conditions to Franchisee's
        obligations except by means of a written Addendum signed by Area Representative
        and Franchisor. 


      
        
          
          

        

        
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      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 Area Representative understands and agrees to all of the foregoing
        and certifies that all of the above statements are true, correct and complete.
        

       

      AREA
        REPRESENTATIVE 

      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:
        

       

      
        
          
          

        

        
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