World Moto Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






FLEET FRANCHISE AGREEMENT 

THIS AGREEMENT is made this 10th day of March 2014, by and
between World Moto Inc., a Nevada Corporation with its principal place of
business located at Pathumthani, Thailand (the "Franchisor") and Mobile
Advertising Ventures Ltd., a Thailand limited company with its principal place
of business located at Bangkok, Thailand (the "Franchisee") together the Parties
("Parties"). For purposes of simplicity, the Franchisor may sometimes be
referred to as "us", "we" or "the Company" and the Franchisee may sometimes be
referred to as "you". 

1. INTRODUCTION AND GRANT OF FRANCHISE 

	A. 	
      Introduction. Franchising is a method of
      distributing goods or services in a consistent manner. The customer
      expects a similar experience at a franchised business, regardless of its
      location or operator. By signing this Agreement, you acknowledge the
      importance of these concepts, and agree to participate in Yes retail
      delivery, which promotes a uniform method of purchase and delivery
      throughout the world. You understand that the company may change these
      methods as necessary to meet consistent global demand, and you agree to
      update your infrastructure and personell as required. You recognize that a
      uniform presentation of the Yes Image is critical to the customer's
      perception of Yes, and that you agree to contribute to that perception by
      operating your delivery services in compliance with this Agreement and the
      Yes system. You agree to actively distribute the Yes software platform to
      your customers, and to source products offered within that system from
      reputable vendors offering acceptable and consistent quality. You agree to
      find local suppliers for all Yes standard products, or work with the
      Company to certify substitute products where exact brands or styles are
      not readily available. You agree to obtain written approval from the
      Company before listing any regional products you may wish to carry, and to
      clearly designate those regional products within the Yes system as "only
      locally available" in any manner that the Company specifies. You accept
      that that manner may change from time to time based on the needs of the
      Franchisor, and you agree to comply promptly with all requirements. You
      agree to operate your purchase and delivery services in a way that
      recognizes your responsibility to provide value to Yes customers, and
      provide exceptional customer service, and promote the positive image of
      Yes throughout your region of operation. 

		     
		
      The Company agrees to provide you a recognized brand,
      prompt assistance with product selection and merchandising approvals, and
      software and operational systems to meet the needs of Yes customers
      (collectively the "Yes System"). In service to this agreement and the
      company's operations, the Company owns, uses, promotes and licenses
      certain logos, trade names, trademarks, service marks and other commercial
      symbols, and applications related thereto, including but not limited to
      "Yes", "World Moto" and "Wheelies" (collectively, the "Marks"), and the
      confidential information, copyrights, and business format and related
      property rights which comprise the Yes System. We may change, modify or
      improve the Yes System from time to time to enhance the operations of the
      Yes delivery platform. All improvements and additions you, we or anyone
      else makes to the Yes System, whenever made or used in connection with the
      Yes System, will inure to us and become our sole property. 

		     
	B. 	
      Grant of Franchise 




	 	(1) 	
      Grant. You have applied for a fleet franchise privilege
      (the Franchise) in a region with negligible motorcycle transport services
      for hire. The region you have specified is the Federal Territory of Kuala
      Lumpur, Malaysia, exclusive of the surrounding suburban areas of the Klang
      Valley (hereinafter called "the Region"). The Company has approved your
      application in reliance upon all of the representations and warranties you
      have made to us in connection with this Agreement. Subject to the
      provisions of the Agreement, and in reliance on such representations and
      warranties, we hereby grant to you, effective upon the execution of this
      Agreement, a fleet franchise privilege to operate Yes delivery services in
      the Region, and to use the Yes System and the Marks in operating the Yes
      delivery services, for a term of ten (10) years, beginning on the date of
      the first commercial service delivery of any Yes product. Termination or
      expiration of this Agreement will constitute a termination or expiration
      of the Franchise. Except as otherwise provided by the company in writing,
      you may not conduct your business pursuant to this Agreement from any
      location outside the Region. Additionally, we grant to you the right to
      use any Wheelies products you may now own or may come to own in the future
      for the purpose of direct advertising for Yes within the Region. This
      right does not extend to any 3rd party advertising or the use of any
      trademark or logo, except the Marks defined in section 4. Any prospective
      Wheelies advertising campaign in which you wish to engage under the terms
      of this provision must be approved by the Company either in writing, or verbally followed by
      written confirmation within 5 days. This right exists in addition to all
      other rights and privileges you may have been granted when purchasing your
  Wheelies.








	 	(2) 	
      Best Efforts. You agree that you will at all times
      faithfully, honestly and diligently perform your obligations under this
      Agreement and that you will continuously exert, during the full term of
      this Agreement, your best reasonable efforts to promote and enhance the
      business of the Franchise and the goodwill of the Marks and the
    System.

	 	 	 
	 	(3) 	
      Independent Contractor. You and we agree that this
      Agreement creates an arm'ss-length business relationship and does not
      create any fiduciary, special or other similar relationship. You agree:
      (a) to hold yourself out to the public as an independent contractor; (b)
      to control the manner and means of the operation of the Franchise; and (c)
      to exercise complete control over and responsibility for all labor
      relations and the conduct of your agents and employees, including the
      day-to-day operations of all personell employed or contracted by you. You
      and your agents and employees may not: (i) be considered or held out to be
      our agents or employees or (ii) negotiate or enter any agreement or incur
      any liability in our name, on our behalf, or purporting to bind us or any
      of our or your successors-in- interest. Without in any way limiting the
      preceding statements, we do not exercise any discretion or control over
      your employment policies or employment decisions. All employees of the
      Franchise are solely your employees and you will control the manner and
      means of the operation of the Franchise. No actions you, your agents or
      employees take will be attributable to us or be considered to be actions
      obligating us.

	 	 	 
	 	(4) 	
      Operation. You agree that you will continuously, from the
      date you begin offering deliveries to the public, operate the Franchise 7
      days a week, 365 days a year during the standard operating hours for the
      Region as defined by written correspondence from the Company. You further
      agree to operate the Franchise in a manner reasonably calculated to
      produce the maximum volume of delivery fees and net sales (as defined in
      Section 7C of this Agreement) and to help establish and maintain a high
      reputation for Yes.





	C. 	
      Rights Reserved by Company. We retain the right,
      subject to the exercise of good faith, in our sole and absolute
      discretion, to: (i) operate and grant to others the right to operate, Yes
      delivery services using the System or the Marks in regions that may
      overlap, in whole or in part, with the Region; (ii) operate, and grant to
      others the right to operate retail and delivery services under other trade
      names, trademarks, service marks and commercial symbols different from the
      Marks, notwithstanding the fact that such retail and delivery services may
      be the same as or similar to Yes delivery services; and (iii) sell
      products identified by the Marks or by other trademarks in any channel of
      distribution.



2. TRAINING 

Prior to the beginning commercial deliveries of the Franchise
you agree to undergo training in the operation of Yes delivery services. We will
require similar training for all successive supervisors of the Franchise. You
may provide this training to your successors at our discretion. No person shall
be permitted to supervise the Franchise until the training has been completed.
The training program will include classroom instruction and field training and
will be furnished at our training facilities in Pathumthani, Thailand or at any
other mutually convenient facility, and will last for such duration as we
determine to be necessary. This training must be completed to our reasonable
satisfaction. If we, at our sole discretion, determine any Franchise supervisor
unable to complete the training program satisfactorily, upon our request you
agree to hire, as soon as practicable, a replacement who must complete our
training program to our reasonable satisfaction. By giving you prior written
notice, we will have the right to require attendance at any refresher or
supplemental training program by you or any Franchise supervisor. The training
will be conducted in the English language. If you or any supervisor is unable to
read, write and understand the English language, you may provide an interpretor
at your expense. 

No tuition charge will be made for required initial training
programs. You will be responsible for the travel, local transportation, lodging
and meal expenses, and compensation of yourself and your supervisors incurred
while attending the training program and any refresher or supplemental training
programs we offer to you or require you or such persons to attend. Reasonable
charges may be made by us for training materials and we may require you to
purchase certain equipment to be used in such training. 




3. GUIDANCE 

	A. 	
      Guidance and Assistance. We will furnish guidance
      to you with respect to (i) methods of locating and certifying vendors and
      products, (ii) specifications, standards and operating procedures utilized
      by Yes delivery services, (iii) development and implementation of local
      advertising and promotional programs, (iv) customer ordering software,
      methods and utilities for customer service, and Yes administration
      software, and (v) general operating and management procedures.

	 	 
		
      In our discretion, we will furnish this guidance and
      assistance to you in the form of our confidential operations manual,
      bulletins, written reports and recommendations, electronic mail or other
      written or electronic materials (all of which are hereinafter referred to
      as the "Operations Manual"), inspection reports for the Franchise,
      refresher training programs and/or telephonic consultations at our offices
      or at another location. If you request, we will furnish additional
      guidance and assistance relative to the operation of Yes delivery services
      at per diem fees at charges we establish from time to time. If special
      training of Franchise personnel or other assistance in operating the
      Franchise is requested by you, and must take place at any location other
      than our offices, all our expenses for such training, including a per diem
      charge and travel, local transportation, lodging and meal expenses for our
      personnel, must be paid by you.

	 	 
	B. 	
      Operations Manual. We will loan to you during the
      term of the Franchise one (1) copy of the Operations Manual which may
      consist of multiple parts and/or volumes. The Operations Manual will
      contain mandatory and suggested specifications, standards and operating
      procedures that we prescribe from time to time for Yes delivery services
      and information relative to your obligations under this Agreement and in
      the operation of the Franchise. We may modify the Operations Manual from
      time to time to reflect changes in the specifications, standards and
      operating procedures of the Franchise, to disclose information concerning
      new Products and services which we may develop for sale through Yes, to
      specify types, brands and models of equipment which you must utilize to
      produce and sell such new Products and services, and to specify changes in
      the format, image, Products, services and operation of the Franchise. You
      must keep your copy of the Operations Manual current by immediately
      inserting all modified pages we furnish to you and destroying the then
      obsolete pages. In the event of a dispute relative to the contents of the
      Operations Manual, the master copies we maintain at our principal office
      will be controlling. You may not at any time copy any part of the
      Operations Manual, disclose any part of it to employees or others not
      having a need to know its contents for purposes of operating the
      Franchise, or permit its removal from your primary base of operations
      without our prior approval. In the event a new version of the Operations
      Manual is provided to you, you must immediately return the then obsolete
      version to us. To the extent the Operations Manual contains any
      specification, standard or operating procedure concerning the operation of
      the Franchise, such provision shall be deemed to be incorporated into this
      Agreement, unless such provision conflicts with applicable laws or
      ordinances.



4. MARKS 

	A. 	
      Goodwill and Ownership of Marks. You acknowledge
      that we have the right to license the Marks, that the Marks are
      represented to be valid, and that your right to use the Marks is derived
      solely from this Agreement and is limited to your operation of the
      Franchise pursuant to and in compliance with this Agreement and all
      applicable standards, specifications and operating procedures we prescribe
      from time to time during the term of the Franchise. Any unauthorized use
      of the Marks by you will constitute a breach of this Agreement and may
      constitute an infringement of our rights in and to the Marks. You
      acknowledge and agree that all of your usage of the Marks and any goodwill
      established by your use of the Marks will inure to our exclusive benefit,
      and that this Agreement does not confer any goodwill or other interests in
      the Marks upon you (other than the right to operate the Franchise in
      compliance with this Agreement). All provisions of this Agreement
      applicable to the Marks will apply to any other trademarks, service marks
      and commercial symbols we later develop, authorize and license you to
      use.

	       	
	B. 	
      Limitations on Franchisee's Use of Marks. You
      agree to use the Marks as the sole trade identification of the Franchise.
      You must also identify yourself as the independent owner of the Franchise
      in the manner we reasonably prescribe. You must not use any Mark as part
      of any corporate or trade name or with any prefix, suffix or other
      modifying words, terms, designs or symbols (other than logos and
      additional trade and service marks we license to you under this
      Agreement), or in any modified form, nor may you use any Mark in
      connection with the performance or sale of any unauthorized services or
      products or in any other manner we have not expressly authorized in
      writing. You must prominently display the Marks in the manner
  we reasonably prescribe during delivery and in connection
      with advertising and marketing materials. You must not employ any of the
      Marks in signing contracts, applications for licenses or permits, or in
      any manner that may imply our responsibility for, or result in our
      liability for, any of your indebtedness or obligations, nor may you use
      the Marks in any way not authorized herein. You further agree to give such
      notices of trade and service mark registrations as we specify, and you
      must obtain such fictitious or assumed name registrations as may be
  required under applicable law. 








	C. 	
      Notification or Infringements and Claims. You
      agree to immediately notify us of any apparent infringement of or
      challenge to your use of any Mark, or claim by any person of any rights in
      any mark. You agree not to communicate with any person other than us, your
      counsel and our counsel in connection with any such infringement,
      challenge or claim. We will have sole discretion to take such action as we
      deem appropriate in connection with any infringement, challenge or claim,
      and the right to exclusively control any settlement, litigation or U.S.
      Patent and Trademark Office or other proceeding arising out of the alleged
      infringement, challenge or claim or otherwise relating to any Mark. You
      agree to execute any and all instruments and documents, render such
      assistance and do such acts and things as may, in the opinion of our
      counsel, be necessary or advisable to protect and maintain our interest in
      any litigation or other proceeding or to otherwise protect and maintain
    our interest in the Marks. 

		     
	D. 	
      Discontinuance of Use of Marks. If it becomes
      advisable at any time in our reasonable judgment to modify or discontinue
      use of any Mark and/or for the Franchise to use one (1) or more additional
      or substitute trade or service marks, you agree, at your expense, to
      comply with our directions to modify or otherwise discontinue the use of
      such Mark, and/or use one (1) or more additional or substitute trade or
  service marks, within a reasonable time after we give you notice.  

		     
	E. 	
      Indemnification of Franchisee. We agree to
      indemnify you against, and to reimburse you for, and to our option, to
      defend you against, all damages for which you are held liable in any
      proceeding arising out of your use of the Marks, pursuant to and in
      compliance with this Agreement, and for all costs you reasonably incur in
      the defense of any such claim brought against you or in any such
      proceeding in which you are named as a party, including reasonable
      attorney's fees, provided that you have timely notified us of such claim
      or proceeding and you have otherwise substantially complied with this
      Agreement. We have the right to approve any counsel employed by you in the
      defense of any such claim, and in the event we elect to defend any such
      claim, the fees and expenses of any separate counsel employed by you shall
    not be reimbursable. 



5. RELATIONSHIP OF PARTIES/INDEMNIFICATION 

	A. 	
      No Liability for Acts of Other Party. You agree
      that you will not employ any of the Marks in signing any contract, check,
      legal obligation, application for any license or permit, or in a manner
      that may imply that we are responsible, or which may result in liability
      to us for, any of your indebtedness or obligations. You further agree not
      to use the Marks in any way not expressly authorized by this Agreement.
      Except as expressly authorized in writing, neither we nor you may make any
      express or implied agreements, warranties, guarantees or representations,
      or incur any debt in the name of or on behalf of the other, or represent
      that our relationship is other than franchisor and franchisee, and neither
      we nor you will be obligated by or have any liability under any agreement
      or representations made by the other that are not expressly authorized in
      writing. We will not be obligated for any damages to any person or
      property directly or indirectly arising out of the operation of the
      Franchise or your business. 

		     
	B. 	
      Taxes. You agree that except for taxes which we
      are required to collect from you in connection with any items you may
      purchase from us, we will have no liability for any sales, use, service,
      occupation, excise, gross receipts, income, property or other taxes,
      whether levied upon you, the Franchise, your property, use or the royalty
      fees which you pay to us, in connection with the sales made or business
      conducted by you. Payment of all such taxes will be your responsibility.
      

		     
	C. 	
      Indemnification. You agree, during and after the
      term of the Agreement, to indemnify, defend and hold us, our affiliated
      entities, and their and our shareholders, directors, partners, officers,
      employees, agents, representatives, successors and assignees harmless
      against and reimburse the Indemnities for all claims, obligations and
      damages descried in Section 5A, any and all claims arising out of the use
      of the Marks in any manner not in accordance with this Agreement and all
      losses, liabilities, claims, taxes, demands, damages, causes of action,
      governmental inquiries and investigations, costs and expenses, including
      reasonable attorneys' and accountants' fees, consequently, directly and
      indirectly incurred, arising from, as a result of, or in connection with the operation of the Franchise or any of your actions, errors, omissions, breaches or defaults under this Agreement or any acts or omissions alleged or proven to be a result of your negligence or willful misconduct. Except as provided above, the Franchisor and you shall indemnify, defend and hold each other harmless from claims, demands and causes of action asserted against the indemnitee by any person for personal injury or death or for loss of or damage to property and resulting from the indemnitor's active or passive negligence or willful misconduct. Where such injury, death, loss or damage is the result of joint active or passive negligence or willful misconduct, the duty of indemnification shall be in proportion to the allocable share of the joint active or passive negligence or willful misconduct. For purposes of this indemnification, "claims" shall mean and include all obligations, actual and consequential damages, expenses, losses, costs and other liabilities reasonably incurred in the defense of any claim against the Indemnities, including without limitation reasonable accountants', attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel, lodging and meal expenses incurred in litigation or preparation for litigation, whether or not litigation is filed. If the indemnities reasonably conclude that their interests are not being adequately represented by your counsel, the indemnities will have the right to employ their own attorneys to defend any claim against them in the manner they deem appropriate or desirable in their sole discretion, and the indemnification hereunder shall apply to and include the costs incurred in any such defense. The obligation to indemnify the indemnities will continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.








6. CONFIDENTIAL INFORMATION 

	A. 	
      Information. We possess certain confidential and
      proprietary information and trade secrets consisting of, but not limited
      to, the following categories of information, methods, techniques,
      procedures and knowledge we have developed (collectively, the
      "Confidential Information"):

	 	 	 
		(1) 	
      methods and procedures related to the development and
      operation of Yes delivery services, whether contained in the Operations
      Manual or otherwise;

	 	 	 
		(2) 	
      knowledge of test programs, concepts and results relating
      to the planning, development and testing of the Yes System and all Yes
      software;

	 	 	 
		(3) 	
      sources of purchase of products for delivery by Yes
      delivery services;

	 	 	 
		(4) 	
      marketing programs and image;

	 	 	 
		(5) 	
      methods, techniques, specifications, procedures,
      information, systems and knowledge of and experience in the development,
      licensing and operation of the Yes System; and

	 	 	 
		(6) 	
      customer service and administration software used in the
      implementation of the Franchise.

	 	 	 
	B. 	
      Disclosure. We will disclose the Confidential
      Information to you during training, in the Operations Manual and training
      manuals, and in guidance and assistance furnished to you during the term
      of this Agreement. You may also learn additional Confidential Information
      and trade secrets of ours during the term of this Agreement. You
      acknowledge and agree that you will not acquire any interest in the
      Confidential Information, other than the right to utilize it in the
      operation of the Franchise, and that the use of the Confidential
      Information in any other business, or the disclosure of the Confidential
      Information to any other person or entity, would constitute an unfair
      method of competition with us and other Yes licensees. We claim that the
      Confidential Information, which we have invested a substantial amount of
      money and time in developing, is a valuable asset of ours, includes trade
      secrets of ours, and will be disclosed to you solely on the condition that
      you agree, and you do hereby agree, that you:

	 	 	 
		(1) 	
      will not use the Confidential Information in any other
      business or capacity;

	 	 	 
		(2) 	
      will maintain the absolute secrecy and confidentiality of
      the Confidential Information during and after the term of this Agreement
      (except as authorized by this Agreement);

	 	 	 
		(3) 	
      will not make unauthorized copies of any portion of the
      Confidential Information which is in written, audio, video or other
      reproducible form; and








	 	(4) 	
      will adopt and implement all reasonable procedures we
      prescribe from time to time to prevent unauthorized use or disclosure of
      the Confidential Information, including requiring all Franchise
      supervisors and other employees who have access to the Confidential
      Information to execute confidential agreements in the form we approve or
      prescribe prior to or during their employment.




		
      Notwithstanding anything to the contrary contained in
      this Agreement, the restrictions on your disclosure and use of
      Confidential Information will not apply to the following: (i) information,
      processes or techniques which are or become generally known in the
      industry, other than through disclosure (whether deliberate or
      inadvertent) by you; and (ii) disclosure of Confidential Information in
      judicial or administrative proceedings to the extent that you are legally
      compelled to disclose such information, provided that you have used your
      best reasonable efforts, and have afforded us the opportunity, to obtain
      an appropriate protective order or other assurance satisfactory to us of
      confidential treatment of the information required to be so
    disclosed.

	 	 
	C. 	
      Disclosure to us. You will fully and promptly
      disclose to us, all ideas, concepts, names of vendors, names of suppliers,
      methods and techniques relating to the development and/or operation of the
      Franchise, conceived or developed by you and/or your employees during the
      term of this Agreement. You acknowledge that such ideas, concepts, names
      of vendors, names of suppliers, methods and techniques shall be our sole
      property, and you shall not be entitled to any compensation whatsoever for
      the same.



7. FEES 

	A. 	
      Initial Franchise Fee. The initial franchise fee
      for your fleet franchise in a region with negligible for hire motorcycle
      transport is twenty five thousand dollars ($25,000.00). The Fee is to be
      paid in full upon execution of this agreement.

	 	 
	B. 	
      Royalty Fee. After 12 months from the first
      commercial Yes delivery by the Franchise, you agree to pay to us a royalty
      fee equal to five percent (5%) of the Delivery Fee and Net Sales (as
      defined in Subsection C of this Section) of the Franchise. The royalty fee
      shall be payable by electronic funds transfer not later than the 21st day
      after the end of each calendar month, based on Delivery Fee Sales for the
      prior month. No default may be declared for late payment of the royalty or
      marketing fees unless and until seven (7) days have elapsed from the date
      the payment was due.

	 	 
	C. 	
      Definition of Delivery Fee and Net Sales. As used
      in this Agreement, the term "Delivery Fee and Net Sales" shall mean gross
      proceeds of all delivery fees, plus the net proceeds of the difference
      between the purchase price of any products or merchandise and the selling
      price of those products and merchandise in the Yes System, whether cash or
      credit, and without reference to the means of collection or discount rate
      associated with any payment. Coupons, promotions or other mechanisms that
      have prior, written approval of the Company shall not be included in
      Delivery Fee and Net Sales.

	 	 
	D. 	
      Interest on Late Payments. All royalty fees,
      Marketing Fund contributions (as described in Section 9 of this
      Agreement), amounts due for your purchases from us or our subsidiaries or
      affiliates, and other amounts which you owe to us or our subsidiaries or
      affiliates will bear interest beginning on the date due at the highest
      applicable legal rate for open account business credit, not to exceed one
      and one-half percent (1.5%) per month. This Section 7D does not constitute
      an agreement on our part to accept payments from you after the payments
      are due or our commitment to extend credit to, or otherwise finance your
      operation of, the Franchise. Further, you acknowledge that your failure to
      pay all amounts when due may constitute grounds for termination of this
      Agreement, as provided in Section 14 of this Agreement, notwithstanding
      the provisions of this Section 7D.

	 	 
	E. 	
      Application of Payments. Notwithstanding your
      designation, we will have sole discretion to apply any of your payments to
      any of your past due indebtedness for initial or royalty fees, Marketing
      Fund contributions, purchases from us or our subsidiaries or affiliates,
      interest or any other outstanding indebtedness in such order and amounts
      as we may elect. The acceptance of a partial or late payment will not
      constitute a waiver of any of our rights or remedies contained in this
      Agreement.







8. OPERATIONS 

	A. 	
      Sales and Pricing. Unless otherwise authorized by
      the Company in writing, all sales of the Franchise must take place through
      the Franchisor's Yes customer software platform. All pricing for products
      and delivery fees must be approved by the Company and must be reasonably
      in line with prices and fees charged in the Region for similar products
      and deliveries.

	       	
	B. 	
      Approved Products and Suppliers. The reputation
      and goodwill of Yes is based upon, and can be maintained only by, the
      efficient delivery of high quality products in a professional and
      appealing manner. We have developed a standardized list of global
      commodities that should be procurable in any region, subject to local
      customs and laws. Beyond this, each region has a list of local, specialty
      products that may be included in the Yes retail application, provided they
      are designated appropriately and of sufficient popularity. As a franchise
      operator, you agree to:




	 	(1) 	
      identify reliable, quality vendors and outlets for
      global, standardized Yes products. You must submit the list of vendors and
      pricing to the Franchisor for approval. Where a standard product is not
      readily available in the region, you agree to work with the Franchisor to
      identify an acceptable substitute.

	 	 	 
	 	(2) 	
      provide up to date pricing for all items sold by the Yes
      retail application in your region. In the case of large pricing movements,
      it occasionally may be necessary to temporarily suspend items until
      pricing can be stabalized, or in the case of sales, temporary promotional
      pricing may be offered through the Yes application.

	 	 	 
	 	(3) 	
      submit a list of local, specialty products you identify
      as being popular within the region for inclusion in the Yes retail
      software. Such submissions must be accomompanied by a feasibility and
      availability study as well as the proposed pricing. The exact details
      required of the study will be included in the Operations Manual, and may
      be changed from time to time at the discretion of the
  Company.




	C. 	
      Market Research. We may, from time to time,
      conduct market research and testing to determine consumer trends and the
      marketability of new products and services. You agree to cooperate and
      assist us by participating in our consumer surveys and market research
      programs, test marketing new products and services through the delivery
      system and providing us with timely reports and other relevant information
      regarding such customer surveys and market research. 

		     
		
      You may from time to time conduct your own market
      research and testing to determine consumer trends and the marketability in
      the Region. Prior to undertaking such market research or testing, you
      agree to provide us with written notice no less than thirty (30) days
      prior to the commencement of such research or testing for our approval of
      such research or testing, which approval shall not be unreasonably
      withheld. 

		     
	D. 	
      Specifications, Standards and Procedures. You
      acknowledge that the operation of the Franchise in compliance with our
      high standards is important to us and all other Yes licensees. You agree
      to cooperate with us by maintaining our high standards in the operation of
      the Franchise. You further agree to comply with all mandatory
      specifications, standards and operating procedures relating to appearance,
      function, safety, business hours, delivery services, products, format and
      image, including equipment, logos, and signage of Yes delivery services.
      Mandatory specifications, standards and operating procedures we prescribe
      from time to time in the Operations Manual, or otherwise communicate to
      you in writing, will constitute provisions of this Agreement as if fully
      set forth in this Agreement unless such provisions conflict with
      applicable laws or local ordinances. All references to this Agreement
      include all such mandatory specifications, standards and operating
      procedures. You agree that the Franchise will conduct business in the
      ordinary course seven days a week (excluding holidays we specify if any)
      and minimum operating hours per day that we will specify to you in
      writing. You acknowledge that approved hours may vary from one locality to
      another depending on conditions in the market that may affect the
      practicality of Yes retail delivery services, and agree to accept the
      Company's opinion on minimum hours within the Region. You may operate
      beyond these hours at your discretion by submitting your written intention
      to the Company and receiving approval from the Company, however once
      approved such hours must be maintained for a minimum of 6 months. Special
      operating hours for holidays and special events may be requested by you
      and approved at any time by the Company in writing for any period provided
      such special hours are properly advertised to Yes customers. 

		     
	E. 	
      Compliance with Laws and Good Business Practices.
      You agree to secure and maintain in force in your name all required
      licenses, permits and certificates relating to the operation of the
      Franchise. You further agree to operate the Franchise in full compliance with all
      applicable laws, ordinances and regulations, including, without
      limitation, all government regulations relating to health and sanitation,
      workers' compensation insurance, unemployment insurance and withholding
      and payment of all income taxes, social security taxes, health fund taxes,
      sales taxes, and value added taxes. All of your advertising must conform
      to applicable legal standards, be in good taste in our reasonable judgment
      and conform to the highest standards of ethical advertising. You agree
      that in all dealings with us, your customers, suppliers and public
      officials, you will adhere to the highest standards of honesty, integrity,
      fair dealing and ethical conduct. You agree to refrain from any business
      or advertising practice which may be injurious to our business or to the
  goodwill associated with the Marks and other Yes licensees. 








		
      You agree to notify us, by telephone within seventy-two
      (72) hours followed within five (5) days by written notification,
      including copies of any pleadings or process received of: (i) the
      commencement of any action, suit or proceeding relative to the Franchise;
      (ii) the issuance of any order, writ, injunction, award or decree of any
      court, agency or other governmental instrumentality which may adversely
      affect the operation or financial condition of the Franchise; and (iii)
      any notice of violation of any law, ordinance or regulation relating to
      health or safety. You agree that you will not accept service of process
      for us and on our behalf. 

		     
	F. 	
      Management and Personnel. You agree that at all
      times you will employ on terms reasonably satisfactory to us a General
      Manager (the "Manager") who shall have principal operational
      responsibility for the Franchise and who shall have such qualifications
      and experience as we shall reasonably require and who shall have completed
      our training program. You agree to hire all employees to maintain a neat
      and clean appearance and to conform to the standards of dress and/or
      uniforms that we specify from time to time for Yes delivery personell. You
      shall not recruit or hire any of employee of the Company nor any employees
      of any Yes franchise operated by us or by a Yes licensee without obtaining
      our prior written permission or the prior written permission of the other
      licensee unless six months have expired since such employee's termination
      of employment with us or the licensee. 

		     
	G. 	
      Insurance. During the term of the Franchise, you
      agree to comply with all insurance requirements related to the
      Franchises's operations and to maintain in force at all times, under
  policies of insurance issued by carriers we have approved:  





	 	(1) 	
      employer's liability and workers' compensation insurance
      as prescribed by applicable law; and

	 	 	 
	 	(2) 	
      comprehensive general liability insurance (with products,
      completed operations and contractual liability and independent contractors
      coverage) and comprehensive motor vehicle liability insurance (for owned
      and non-owned vehicles) against claims for bodily and personal injury,
      death and property damage caused by or occurring in conjunction with the
      operation of the Franchise (or otherwise in conjunction with your conduct
      of business pursuant to this Franchise) under one (1) or more policies of
      insurance, each on an occurrence basis, with single-limit coverage for
      personal and bodily injury, death and property damage of at least three
      hundred thousand USD, ($300,000.00) (or such other amount as we may
      reasonably require), with no less than a one million USD ($1,000,000.00)
      umbrella liability policy in force. The insurance may be specified
      directly in USD or indirectly in a local currency of the Region. If a
      local currency is used, the exchange rate will be recalculated once every
      12 months to arrive at an appropriate value;



We may periodically change the amounts
of insurance you will be required to maintain, and we may require different or
additional kinds of insurance at any time, including excess liability insurance,
to reflect inflation, identification of new risks, changes in law or standards
of liability, higher damage awards, or other relevant changes in circumstances.
Each insurance policy must name us as an additional insured and must provide for
thirty (30) days' prior written notice to us of any material modification,
cancellation, termination or expiration of such policy. 

Prior to the expiration of the term of
each insurance policy, you agree to furnish us with a certificate of insurance
or with a certified copy of each renewal or replacement insurance policy you
will maintain for the immediately following term and evidence of the payment of
the premium for the insurance policy. If you fail or refuse to maintain required
insurance coverage, or to furnish satisfactory evidence of required insurance
coverage and payment of the premiums we, at our option and in addition to our
other rights and remedies under this Agreement, may obtain the required
insurance coverage on your behalf. You must cooperate fully with us in our
effort to obtain such insurance policies, promptly execute all forms or
instruments required to obtain or maintain such insurance and pay to us, on
demand any costs and premiums we incur. 




Your obligations to maintain insurance
coverage as described above will not be affected in any manner by reason of any
separate insurance we maintain, nor will the maintenance of insurance relieve
you of any obligation under Section 5 of this Agreement. 

9. MARKETING 

You agree that because of the value of advertising to the
goodwill and public image of Yes, we may maintain and administer a marketing
fund (the "Marketing Fund") for the marketing program that we deem necessary or
appropriate, in our sole discretion. After 12 months from the first commercial
Yes delivery, you agree to contribute to the Marketing Fund one percent (1%) of
Delivery Fees and Net Sales of the Franchise calculated in the same manner as,
and payable monthly together with, the royalty fees due under this Agreement.


You agree that we will direct all marketing programs financed
by the Marketing Fund, and we will have sole discretion over the creative
concepts, materials and endorsements used in the programs, and the geographic,
market and media placement and allocation of the programs. You agree that the
Marketing Fund may be used to pay the costs of preparing and producing video,
audio and written advertising materials; administering multi- regional
advertising programs, including, without limitation, purchasing direct mail and
other media advertising, and employing advertising agencies to assist therewith;
supporting public relations, market research, and menu development; and other
advertising and marketing activities that we, in our sole discretion, deem
appropriate. 

The Marketing Fund will be accounted for separately from our
other funds and will not be used to defray any of our general operating
expenses, except for such reasonable salaries, administrative costs and overhead
as we may incur in activities reasonably related to the administration of the
Marketing Fund and its marketing programs including, without limitations,
conducting market research and development, preparing advertising and marketing
materials, and collecting and accounting for contributions to the Marketing Fund
(including, but not limited to, attorneys' and accountants' fees and other
expenses of litigation). You agree that we may spend in any fiscal year an
amount greater or less than the aggregate contribution of all Yes retail
delivery Franchise operators to the Marketing Fund in that year and the
Marketing Fund may borrow from us or from other lenders to cover deficits of the
Marketing Fund or cause the Marketing Fund to invest any surplus for future use
by the Marketing Fund. You authorize us to collect for the Marketing Fund any
advertising or promotional monies or credits offered by any supplier based upon
your purchases. All interest earned on monies contributed to the Marketing Fund
will be used to pay the expenses of the Marketing Fund incurred in advertising
and promotion, including the reasonable administrative expenses related thereto
before other assets of the Marketing Fund are expended. We have the right to
cause the Marketing Fund to be incorporated or operated through a separate
entity at such time as we deem appropriate, and if we do so, that entity will
have all of our rights and duties pursuant to this Section 9. 

You understand and acknowledge that the Marketing Fund is
intended to enhance recognition of the Marks and patronage of Yes and Yes
proprietary branded products. Although we will endeavor to utilize the Marketing
Fund to develop advertising and marketing materials and programs, and to place
advertising that will benefit all Yes franchises, we undertake no obligation to
ensure that expenditures by the Marketing Fund in or affecting any geographic
area are proportionate or equivalent to the contributions to the Marketing Fund
by Yes franchises operating in that geographic area or that any Yes franchise
will benefit directly or in proportion to the contributions to the Marketing
Fund from the development of advertising and marketing materials or the
placement of advertising. Except as expressly provided in Section 9, we assume
no direct or indirect liability or obligation to you with respect to our
maintenance, direction or administration of the Marketing Fund. You acknowledge
that we have the right, and you hereby authorize us, to settle or otherwise
compromise all disputes with regard to the Marketing Fund. 

10. REPORTS, FINANCIAL STATEMENTS AND FINANCIAL
CONDITION 

	A. 	
      Reporting by Franchisee. Unless otherwise agreed
      to by us in writing, you agree to adopt the Company's financial and
      operational reporting chart of accounts format, as set forth in the
      Operations Manual or otherwise furnished to you, which may be amended from
      time to time. You also agree to maintain accurate books of account,
      governmental reports, register tapes, guest checks, daily reports and
      complete copies of all federal and state income tax returns, property and
      sales and use tax returns. Such records, reports and returns must be
      preserved for such periods of time as are reasonably specified by us from
      time to time in the Operations Manual or otherwise but not less than the
      minimum time prescribed by applicable law.







With respect to the operation and
financial condition of the Franchise, you agree to furnish us, in the form we
from time to time prescribe: 

	 	(1) 	
      by the tenth (10th) day of each month for the preceding
      calendar month, a report of the Delivery Fees and Net Revenues of the
      Franchise, other revenues generated by the Franchise, and other
      information which we may reasonably request that may be useful in
      connection with our marketing and other legitimate functions. This report
      must also include a statement computing amounts then due for royalty fees
      and Marketing Fund contributions and be certified by you or by your chief
      executive or financial officer;

	 	 	 
	 	(2) 	
      by the twentieth (20th) day of each month for the
      preceding calendar month, a profit and loss statement for the Franchise
      and be certified by you or by your chief executive or financial
      officer;

	 	 	 
	 	(3) 	
      upon our request, such other data, information and
      supporting records for such periods as we from time to time reasonably
      require; and

	 	 	 
	 	(4) 	
      within one hundred twenty (120) days after the end of
      your fiscal year, a fiscal year-end balance sheet, income statement and
      statement of changes in financial position (cash flow) of the Franchise
      for such fiscal year, reflecting all year-end adjustments (audited if
      available) and a statement of annual Delivery Fees, Gross Revenues and Net
      Revenues certifying that your Delivery Fees and Net Revenues for the
      immediately preceding fiscal year have been calculated and reported in
      compliance with the terms of this Agreement, each of which shall be
      certified by you or by your chief executive or financial
  officer.




	B. 	
      Delinquency. If at any time you are delinquent in
      the payment of any amount owed to us or our affiliates, you agree: (i)
      upon our request, to furnish us income statements and balance sheets for
      such periods and as of such dates and all in such detail as we may
      request, for you and each entity affiliated with you, whether or not such
      entity conducts any business with the Franchise, (ii) that we may directly
      contact any lender, lessor, supplier or vendor for the purpose of
      obtaining information relating to the Franchise and any financial
      arrangements and you hereby authorize such persons to disclose all such
      information to us and, if you are an entity, you agree that we may contact
      any of your officers, directors, shareholders or partners for any purpose
      reasonably related to your undertakings contained in this Agreement and
      (iii) to furnish, at our request, books of account, governmental reports,
      register tapes, guest checks, daily reports and complete copies of federal
      and state income tax returns, property and sales and use tax
    returns.



11. INSPECTIONS AND AUDITS 

	A. 	
      Company's Rights to Inspect Operations. To
      determine whether you and the Franchise are complying with this Agreement,
      and with specifications, standards and operating procedures we prescribe
      for the operation of Yes, we or our agents will have the right, at any
      reasonable time, to:




	 	(1) 	
      inspect the operations of the Franchise;

	 	 	 
	 	(2) 	
      observe and video tape the operations of the delivery
      drivers for such consecutive or intermittent periods as we deem
      necessary;

	 	 	 
	 	(3) 	
      interview personnel of the Franchise;

	 	 	 
	 	(4) 	
      interview customers of the Franchise; and

	 	 	 
	 	(5) 	
      inspect and copy any books, records and documents
      relating to the operation of the Franchise.




	
       
	
      You agree to fully cooperate with us in connection with
      any such inspections, observations, video taping, and interviews. You
      agree to present to your customers any evaluation forms we periodically
      prescribe and to participate and/or request your customers to participate
      in any surveys performed by us or on our behalf.

	       	
	B. 	
      Company's Right to Audit. We have the right at any
      time during the business hours, and without prior notice to you, to
      inspect and audit, or cause to be inspected and audited, the business
      records of the Franchise and the books and records and tax returns of any
      entity which holds the Franchise granted under this Agreement. You must
      fully cooperate with our representatives and any independent accountants
that we hire to conduct any such inspection or audit. If any such inspection or audit discloses an understatement of the Delivery Fees and Net Sales of the Franchise, you agree to pay to us, within fifteen (15) days after receipt of the inspection or audit report, the royalty fees and Marketing Fund contributions due on the amount of such understatement, plus interest (at the rate and on the terms provided in Section 7D of this Agreement) from the date originally due until the date of payment. Further, in the event such inspection or audit is made necessary due to your failure to furnish us with reports, supporting records, other information or financial statements, as required by this Agreement, or to furnish such reports, records, information or financial statements on a timely basis, or if an understatement of Delivery Fees and Net Sales for the period of any audit is determined by any such audit or inspection to be greater that two percent (2%), you agree to reimburse us promptly upon notice for the cost of the inspection or audit, including, without limitation, the charges of attorneys and independent accountants, and the reasonable travel, lodging and meal expenses and applicable per diem charges for our employees. The forgoing rights will be in addition to all other remedies and rights that we may have under this Agreement or under applicable law. 







12. TRANSFER OF FRANCHISE 

	A. 	
      By Company. This Agreement is fully transferable
      by us and will inure to the benefit of any transferee or other legal
      successor to our interests in this Agreement. 

		
        

	B. 	
      Franchisee May Not Transfer Without Approval of
      Company. The rights and duties created by this Agreement are personal
      to you. We have granted the Franchise to you in reliance upon the
      individual and collective character, skill, aptitude, attitude, and
      business ability of the persons who will be engaged in the ownership and
      management of the Franchise, your financial capacity and the
      representations and warranties made to us in the application and the
      Commitment Agreement, if applicable, and the representations, warranties
      and covenants contained in this Agreement. Accordingly, neither this
      Agreement nor the Franchise (or any interest therein), nor any part or all
      of the ownership of Franchisee (if an entity), may be transferred,
      directly or indirectly, except by operation of legal merger with your
      corporate parent or other affiliate (subject to the successor merged
      entity having a net worth equal to the net worth of the Franchisee and
      corporate parent on the effective date hereof) without our prior written
      approval, and any attempted transfer without our prior written approval
      will constitute a breach of this Agreement and convey no rights to or
      interests in this Agreement or the Franchise. As used in this Agreement
      the term "transfer" means and includes the voluntary, involuntary, direct
      or indirect assignment, sale, gift, pledge, grant of security interest or
      other transfer by you of any interest in: (i) this Agreement or any
      related agreement between you and us; or (ii) the Franchise. This Section
      12B shall not apply to any interest in the Franchise conditionally
      transferred to any bona fide lender as collateral security for any loans
      to you or to any financing or refinancing structured as a sale-leaseback,
      provided that upon the sale of the Franchise, it is simultaneously leased
      back pursuant to a Lease Agreement which is subject to our rights under
      this Agreement. 

		
        

	C. 	
      Right of First Refusal. If at any time during the
      term of this Agreement and for a period of one (1) year thereafter, any
      interest in this Agreement or the Franchise is proposed to be sold, the
      seller shall obtain a bona fide, executed, written offer from a
      responsible and fully disclosed purchaser and shall submit an exact copy
      of such offer to us along with any other information that we may
      reasonably request to evaluate the offer and the identity of the proposed
      purchaser shall be disclosed to us. We shall have the right, exercisable
      by written notice delivered to you within thirty (30) days after the date
      of delivery of an exact copy of such offer and all requested information
      to us, to purchase such interest for the price and on the terms and
      conditions contained in such offer. Regardless of the terms of the offer,
      we may, in our discretion, structure the transaction as an asset purchase,
      rather than a stock purchase and to substitute cash for securities or
      other property as consideration. If less than the entire interest in this
      Agreement or the Franchise is proposed to be sold, we shall have the right
      to purchase the entire interest for a price equal to the proposed price
      plus a pro-rata increase based on the value of the interest to be
      purchased. Our credit shall be deemed equal to the credit of any proposed
      purchaser and we shall have not less than ninety (90) days to prepare for
      closing. We shall be entitled to all representations and warranties given
      by the seller to the proposed buyer. We shall not be obligated to pay any
      finder's or broker's fee or commission. 

		     
		
      If we do not exercise our right of first refusal, the
      sale or other transfer may be completed pursuant to and on the terms of
      such offer, subject to our approval of the transfer as otherwise provided
      in this Agreement; provided, however, that if the proposed sale or other
      transfer is not completed within one hundred eighty (180) days after
      delivery of such offer to us, or if there is any change in the terms of
      the proposed transaction, we shall have an additional right of first
      refusal for an additional thirty (30) days. 








		
      Our right of first refusal shall not apply to the sale or
      transfer of an interest in this Agreement or the Franchise, to a member of
      Franchisee's immediate family or, if Franchisee is an entity, between or
      among the owners of Franchisee or their affiliates provided that such
      transfer is otherwise permissible under this Agreement. 

		     
	D. 	
      Conditions for Approval of Transfer. The proposed
      transferee and its owners (if the proposed transferee is an entity) must
      meet our then applicable standards for Yes licensees. In addition, if the
      transfer is one of a series of transfers which in the aggregate constitute
      the transfer of the Franchise, all of the following conditions must also
      be met prior to, or concurrently with, the effective date of the transfer:
      




	 	(1) 	
      the transferee must have sufficient business experience,
      aptitude and financial resources to operate the Franchise;

	 	 	 
	 	(2) 	
      prior to the effective date of the transfer, you or the
      transferee must pay all royalty fees, Marketing Fund contributions and all
      other amounts owed to us or our subsidiaries and affiliates, which are
      then due and unpaid, and cure all defaults under this Agreement or any
      other agreement between you and us to our satisfaction (or make provision
      for their cure satisfactory to us);

	 	 	 
	 	(3) 	
      the transferee and its management personnel must have
      completed our training program to our satisfaction;

	 	 	 
	 	(4) 	
      the transferee must apply for a new license agreement in
      accordance with our then current standards for a term equal to the
      remaining term of this Agreement or for a full term. If the application is
      approved, we and the transferee will enter into a commitment agreement to
      govern the operation of the Franchise until commencement of the new
      license agreement, provided that the transferee upgrades and modernizes
      the Franchise to our then-current standards and meets the other
      requirements of the commitment agreement;

	 	 	 
	 	(5) 	
      you or the transferee must pay us the then current
      transfer fee to defray expenses incurred by us in connection with the
      transfer;

	 	 	 
	 	(6) 	
      you, your owners, officers and directors must execute a
      general release, in a form satisfactory to us, of any and all existing
      claims against us, our subsidiaries and affiliates, and our and their
      officers, directors, partners, employees and agents;

	 	 	 
	 	(7) 	
      we must approve the material terms and conditions of such
      transfer, including, without limitation, our determination that the price
      and terms of payment are not so burdensome as to adversely affect the
      subsequent operation or financial results of the Franchise;

	 	 	 
	 	(8) 	
      you and any guarantors must execute a non-competition
      covenant in favor of us and the transferee, containing the terms contained
      in Section 16A;

	 	 	 
	 	(9) 	
      you and any guarantors must guarantee the transferee's
      financial obligations to us in its commitment agreement and license
      agreement for two years from the date of
transfer.








	 	i. 	
      If the proposed transfer is to or among owners of you,
      subsection (5) of the above requirements shall not
apply.




	E. 	
      Transfer to a Wholly-owned Entity. If you are in
      full compliance with this Agreement, we will not unreasonably withhold our
      approval of a transfer to an entity which conducts no business other than
      the Franchise, which is actually managed by you and in which you maintain
      management control and own and control one hundred percent (100%) of the
      equity and voting power of all issued and outstanding securities, provided
      that you guarantee, in accordance with our then current form, the
      performance of such transferee's obligations under this Agreement.
      Transfers of interests in such entity will be subject to the other
      provisions of this Section 12.

	       	
	F. 	
      Effect of Consent to Transfer. Our consent to a
      transfer of this Agreement, the Franchise, or an interest in you, will not
      constitute a waiver of any claims we may have against you (or your owners
      if you are an entity), nor shall it be deemed a waiver of our right to
      demand exact compliance with any of the terms or conditions of this
      Agreement by the transferee.



13. NOTICES 

	A. 	
      Notice or Communication. Any notice or
      communication required or permitted hereunder shall be in writing and
      shall be sent by registered mail, return receipt requested, postage
      prepaid and addressed to the addresses set forth below or to such changed
      address as any party entitled to notice shall have communicated in writing
      to the other party. 

	  	     
	  	
      Notices and communications to Company shall be sent to:      

	  	     
	  	
      World Moto Inc. 

	  	
      131 Thai Science Park INC-1 #214 

	  	
      Klong 1, Klong Luang 

	  	
      Pathumthani, Thailand 

	  	
      12120 

		
	 	 
	  	
      Notices and communications to Purchaser shall be sent to:      

	  	     
	  	
      Mobile Advertising Ventures 

	  	
      19/125 Sukhumvit Suites, 13th Floor 

	  	
      Soi 13 Sukhumvit Road. 

	  	
      North Klongtan, Wattana, 

	  	
      Bangkok, Thailand 

	  	
      10110 

		     
		
      Notices and communications to Purchaser shall be sent to
      address shown on first page of this Agreement. Any notices or
      communications to either party hereunder shall be deemed to have been
      given when deposited in the mail, addressed to the then current address of
      such party. 

		     
	B. 	
      Date of Effectiveness. Any such notice or
      communication so mailed shall be deemed delivered and effective 6 working
      days after mailing thereof by priority express postal courier, where a
      working day is to be considered based on the normal schedule of the postal
  service at the location of the recipient of the communication.  








IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date and year indicated
above. 

 

World Moto Inc. 


By: /s/ Paul
Giles                                      

       (Authorizing Officer) 

 

Mobile Advertising Ventures Ltd. 


By: /s/ Raphael
Markarian                       

       (Authorizing Officer)