Consulting Agreement


    


    


    


    CONSULTING
      AGREEMENT

    


    


    THIS
      AGREEMENT
      made and
      dated for reference the __day
      of
      April 2005.
      

    


     

    
      	BETWEEN: 	TRADE SHOW MARKETING COMPANY
              LTD 
	 	11359 - 162nd
              Street 
	 	
              Surrey,
                B.C. 

            
	 	Canada V4N 4P5 
	 	(the
              "Company") 


    

     

                                                                                                                                                                                                                                               
      OF THE FIRST PART

     

     

    
 

    
      	AND: 	FRANCHISE 101
              INCORPORATED 
	 	
              425
                Southborough Drive, 

            
	 	West Vancouver,  
	 	British Columbia 
	 	
              Canada
                V7S 1M3 

            
	 	
              (the
                "Consultant") 

            


    

     

     

    OF
      THE
      SECOND PART

     

    WHEREAS

     

    
      	
              A.

            	
              The
                Company wishes to develop a franchise model for the operation of
                retail
                stores providing to the general public products that have been advertised
                on television as well as other ancillary and related products and
                services
                (the “Business”);

            


    

    


    
      	
              B.

            	
              The
                Consultant is in the business of providing franchise consulting services,
                and

            


    

    


    
      	C.
               	
              The
                Company is
                desirous of retaining the Consultant to provide consulting services
                in
                connection with the Business of the Company in
                accordance with the terms and conditions of this agreement (the
                “Agreement”).

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW
      THEREFORE THIS AGREEMENT WITNESSES
      that in
      consideration of the premises and mutual covenants herein contained, the parties
      hereto agree as follows:

    


    ARTICLE
      ONE -- CONSULTING SERVICES

    


    1.1 Retainer.
      The
      Company hereby agrees to retain the Consultant to provide the Company with
      consulting services consisting of the following and such other consulting
      services as the Company and the Consultant may from time to time agree upon,
      (the "Services") and the Consultant hereby agrees to provide such Services
      to
      the Company:

    


    
      	 	
              (a)

            	
              Advise
                the Company as to the best way of structuring the franchise corporate
                entity in terms of regulatory acceptance, limitation of liability,
                financial disclosure requirements, trademark usage, future spin-off
                possibilities, and Provincial and State regulatory
                requirements;

            


    

    
      	 	
              (b)

            	
              Assist
                the Company with the applications for its trademarks in Canada and
                the
                US;

            


    

    
      	 	
              (c)

            	
              Advise
                the Company on the structure and level of initial license fees, ongoing
                fees, renewal fees and assignment fees, site selection criteria,
                and
                territorial considerations; 

            


    

    
      	 	
              (d)

            	
              Provide
                the Company with recommendations regarding the organizational structure
                of
                the franchisor;

            


    

    
      	 	
              (e)

            	
              Develop
                a franchise agreement and area representative agreement which reflect
                the
                recommended business model and provides the strong enforceable controls
                necessary to achieve a successful franchise
                program;

            


    

    
      	 	
              (f)

            	
              Provide
                ancillary documentation as required such as: offer to purchase/deposit
                agreement, franchise application report, confidentiality/non-disclosure
                agreement, sub-lease, and conditional assignment of
                lease;

            


    

    
      	 	
              (g)

            	
              Draft
                a disclosure document that complies with the provisions of the Alberta
                Franchise Act;

            


    

    
      	 	
              (h)

            	
              Draft
                a disclosure document that complies with the provisions of the Arthur
                Wisehart Act (Ontario);

            


    

    
      	 	
              (i)

            	
              Draft
                a Uniform Offering Circular (“UFOC”) that complies with the provisions of
                the Federal Trade Commission’s requirements for franchise
                offerings;

            


    

    
      	 	
              (j)

            	
              Develop
                a pre-opening manual and operations/ policy and procedures
                manual;

            


    

    
      	 	
              (k)

            	
              Develop
                a franchisee Proforma template and business plan template for potential
                franchisees;

            


    

    
      	 	
              (l)

            	
              Identify
                possible additional future revenue
                streams;

            


    

    
      	 	
              (m)

            	
              Advise
                the Company on the structure of an initial training program for new
                franchisees;

            


    

    
      	 	
              (n)

            	
              Design
                management information systems to evaluate the performance of the
                franchisee’s particular business in relationship to other similar
                franchises in the system; 

            


    

    
      	 	
              (o)

            	
              Develop
                materials to explain the franchise model and sell the Company’s franchise
                opportunity to qualified prospects;

            


    

    
      
        	 	
                (p)

              	
                Prepare
                  the copy for a franchise opportunity section on the Company’s website, and
                  

              


      

      
        	 	(q) 	Serve on the Company’s Advisory
                Board. 


      

    

     

     

    


    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    1.2 Term
      of Agreement.
      This
      Agreement shall remain in full force and effect commencing on the date first
      above written subject to earlier termination as hereinafter provided.


    


    1.3Provision
      of Services.
      It is
      agreed and acknowledged that the Consultant may from time to time provide
      services to other persons, firms and companies, provided that the Consultant
      shall at no time while this Agreement remains in force provide ongoing
      consultancy services to any competitor of the Company that is not an affiliate
      of the Company. 

    


    1.4Board
      Policy and Instructions.
      The
      Consultant covenants with the Company that it will act in accordance with any
      policy of and carry out all reasonable instructions of the board of directors
      of
      the Company. The Consultant acknowledges that such policies and instructions
      may
      limit, restrict or remove any power or discretion, which might otherwise have
      been exercised by the Consultant.

    


    1.5Compensation.
      In
      consideration for the services rendered by the Consultant in 1.1 (a) to (p)
      above, the Company shall pay to the Consultant consulting fees in the sum of
      thirty four thousand ($34,000.00) dollars, which shall be paid as
      follows:

     

     

    
 

    
      	
              (a) Upon
                execution of this Agreement  

            	- $2,000.00  
	April 30, 2005     	- $2,250.00  
	May 31, 2005     	- $4,250.00  
	June 30, 2005     	- $4,250.00  
	July 31, 2005     	- $4,250.00  


    

     

    
 

    
      	
              (b)

            	
              On
                April 30, 2005, the balance of seventeen thousand ($17,000.00) dollars
                shall be paid by the Company issuing to the Consultant the equivalent
                value in the Company’s common stock, which trades on the NASD OTC BB
                exchange, based on the closing trade value of such shares on April
                30,
                2005.

            


    

     

    
      	
              (c)

            	
              In
                consideration for the services rendered by the Consultant in 1.1
                (q)
                above, the Company shall irrevocably grant to the Consultant a
                non-assignable, non-transferable option to purchase fifty thousand
                (50,000) shares in the capital stock of the Company at a price of
                US$0.50
                per share.

            


    

    


    Note:
      Compensation does not include any costs associated with graphic design, website
      development, printing of manuals, trademark applications or trademark
      registrations. 

    


    ARTICLE
      TWO - CONFIDENTIALITY AND NON-COMPETITION

    


    2.1 Confidential
      Information.
      The
      Consultant covenants and agrees that it shall not disclose to anyone any
      confidential information with respect to the business or affairs of the Company
      except as may be necessary or desirable to further the business interests of
      the
      Company. This obligation shall survive the expiry or termination of this
      Agreement.

    


    2.2 Return
      of Property.
      Upon
      expiry or termination of this Agreement the Consultant shall return to the
      Company any property, documentation, or confidential information which is the
      property of the Company.

    


    2.3 Promotion
      of Company's Interests.
      The
      Consultant agrees to perform the services contemplated by this Agreement to
      the
      best of the Consultant’s abilities.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      THREE - TERMINATION

    


    3.1 Termination
      of Agreement.
      This
      Agreement will, subject to the provisions of this Agreement, be deemed to be
      terminated immediately for cause. 

    


    3.2 Definition
      of Cause.
      For the
      purposes of this Agreement, “cause” means: (i) the Consultant breaches its
      obligations under article 3 of this Agreement; or (ii) the existence of cause
      for termination of this Agreement at common law resulting from any recognized
      ground of termination for cause, including but not limited to fraud, dishonesty,
      illegality, breach of statute or regulation, conflict of interest, or gross
      incompetence; or (iii) if the Consultant breaches any other obligation under
      this Agreement and fails to rectify such breach upon provision of written notice
      to do so by the Company.

    


    3.3 Compensation
      for Cause.
      In the
      event of a termination for cause, the Consultant will receive payment of any
      consulting fees earned to the date of termination.

    


    ARTICLE
      FOUR - CAPACITY

    


    4.1 Capacity
      of Consultant. It
      is
      acknowledged by the parties hereto that the Consultant is being retained by
      the
      Company in the capacity of independent contractor and not as an employee of
      the
      Company. The Consultant and the Company acknowledge and agree that this
      Agreement does not create a partnership or joint venture between
      them.

    


    


    ARTICLE
      FIVE - GENERAL CONTRACT PROVISIONS

    


    5.1 Severability.
      If any
      provision herein is determined to be invalid or unenforceable by a court of
      competent jurisdiction from which no further appeal lies or is taken, that
      provision shall be deemed to be severed herefrom, and the remaining provisions
      herein shall not be affected thereby and shall remain valid and
      enforceable. 

    


    5.2 Further
      Assurances.
      The
      parties shall deliver to each other such further documentation and shall perform
      such further acts as and when the same may be required to carry out and give
      effect to the terms and intent of this Agreement. 

    


    5.3 Time
      of the Essence.
      Time
      shall be of the essence of this Agreement and of every part hereof and no
      extension or variation of this Agreement shall operate as a waiver of this
      provision.

    


    5.4 Prompt
      Review of Information. 
      The
      principals of the Company will be available and will perform a prompt review
      of
      any information that is pertinent to the timely completion of this Agreement.
      

    


    5.5 Entire
      Agreement.
      This
      Agreement contains the entire agreement among the parties pertaining to the
      subject matter hereof, and supersedes and replaces all previous written and
      oral
      agreements among the parties with respect to the subject matter
      hereof.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.6 Enurement.
      This
      Agreement shall enure to the benefit of and be binding upon the parties and
      their respective legal personal representatives, heirs, executors,
      administrators or successors.

    


    5.7 Assignment.
      This
      Agreement is not assignable by either party without the prior written consent
      of
      the other party. 

    


    5.8 Currency.
      Unless
      otherwise provided for herein, all monetary amounts referred to herein shall
      refer to the lawful money of Canada. 

    


    5.9 Headings
      for Convenience Only.
      The
      division of this Agreement into articles and sections is for convenience of
      reference only and shall not affect the interpretation or construction of this
      Agreement. 

    


    5.10 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Province of British Columbia and the federal laws of Canada applicable therein
      and each of the parties hereto agrees irrevocably to conform to the
      non-exclusive jurisdiction of the Courts of such Province.

     

    IN
      WITNESS WHEREOF
      the
      parties have duly executed this Consulting Agreement as of the date set out
      on
      the first page of this Agreement.

    


    


    TRADE
      SHOW MARKETING COMPANY

    


    


    
      	
              
                

              

              Authorized Signatory 

            
	 
	FRANCHISE 101
              INCORPORATED 
	 
	
               

              
                

                Authorized Signatory