EXHIBIT 10.38

                              FRANCHISE AGREEMENT


         THE  GREAT  AMERICAN  BACKRUB  STORE,  INC.,  a New  York  Corporation,
hereinafter sometimes referred to as "Franchisor," and Roosevelt Field Partners,
LLC,  hereinafter referred to as "Franchisee," in consideration of the premises,
covenants, and promises herein, agree as follows:


                                    RECITALS
                                    ARTICLE 1

         SECTION  1.01.  Franchisor  is a corporation  duly  organized,  validly
existing,  and in good  standing  under  the  laws  of the  State  of New  York.
Franchisor's  principal office is located at 425 Madison Avenue,  Suite 605, New
York, NY 10017.

         SECTION  1.02.  Franchisee's  principal  address is:
                         10241 S.W. 136th Street
                         Miami, FL 33176

         SECTION 1.03.  Franchisor possesses rights under various registered and
unregistered  trademarks,  service marks, trade names and styles relating to the
trade name "The Great American BackRub,"  including  distinctive logos, and also
certain  copyrighted  material  embodying  the use of such marks and  Franchisee
specifically  acknowledges  Franchisor's  exclusive  right  to said  trademarks,
service marks, trade names, and copyrighted material.

         SECTION  1.04.  As the result of the  expenditure  of time,  effort and
money in  research  and  development,  Franchisor  has  developed  a system  and
acquired  experience and knowledge with respect to a system for the operation of
businesses  offering back rub services and products in a specially  designed and
decorated building with distinctive fixtures,  accessories and color scheme, all
known as "The Great  American  BackRub".  In addition,  through its  advertising
programs  and  the  quality  of  its  service,   Franchisor  has  established  a
reputation,  demand and goodwill  for back rub  services and products  under the
name of "The Great American BackRub".

         SECTION 1.05. Franchisor is also engaged in the business of granting to
others, by means of non-exclusive franchise agreements, special limited licenses
to utilize the name The Great American  BackRub,  the related  proprietary marks
and the associated  concepts in connection with the operation by such persons of
stores  and the sale,  distribution,  and  marketing  of back rub  services  and
products.


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         SECTION 1.06. All of the foregoing have a valuable  significance to the
public,  and  Franchisee,  being  cognizant  thereof,  desires  to  obtain  from
Franchisor, and Franchisor desires to grant to Franchisee, pursuant to the terms
of this Agreement,  a franchise to operate one The Great American  BackRub store
at the location hereinafter specified.

         SECTION  1.07.  Franchisor  expressly  disclaims  the  making  of,  and
Franchisee acknowledges that he has not received or relied upon, any warranty or
guaranty,  express or  implied,  as to the  revenues,  profits or success of the
business venture contemplated by this Agreement. Franchisee acknowledges that he
has not  received  or  relied on any  representations  about  the  franchise  by
Franchisor, or its officers,  directors,  employees or agents, that are contrary
to the statements made in Franchisor's Uniform Franchise Offering Circular or to
the terms herein, and further represents to Franchisor,  as an inducement to its
entry into this  Agreement,  that Franchisee has made no  misrepresentations  in
obtaining  the  Franchise.  Franchisee  has applied  for a franchise  to own and
operate a The Great American BackRub at the premises  identified in Section 2.01
hereof,  and such  application  has been approved by Franchisor in reliance upon
all of the representations made therein.

         SECTION  1.08.  The  parties  hereto,  in  consideration  of the mutual
agreements  herein contained and promises herein  expressed,  and for other good
consideration,  acknowledged by each of them to be satisfactory and adequate, do
hereby agree as follows:

                              TERMS AND CONDITIONS
                                    ARTICLE 2

         SECTION 2.01.  Franchisor  hereby grants to Franchisee  and  Franchisee
hereby accepts subject to the terms and conditions of this Agreement the limited
right and license to operate one The Great  American  BackRub  store  located at
Roosevelt Field Mall, Long Island,  New York (hereinafter  sometimes referred to
as the  "Subject  Location"),  together  with the  limited  right and license to
utilize the related  proprietary marks and Franchisor's system for the operation
of one The Great  American  BackRub  store.  Termination  or  expiration of this
Agreement shall constitute a termination or expiration of said Franchise.

         SECTION 2.02. Franchisee  acknowledges  Franchisor's exclusive right to
the name The Great American BackRub, and the programs,  including all bulletins,
procedures,  supplements,  forms,  advertising matter,  devices,  marks, service
marks,  trademarks,  trade  names,  logos and slogans,  and goodwill  associated
therewith,  whether currently being used or hereafter applied for or put to use,
in connection  with,  or  applicable  to, The Great  American  BackRub  program.
Franchisee  agrees  that he will not use or  attempt  to use any of said  names,
marks,  or  logos,  in his own name or that of any  other  partnership,  person,
corporation or other business entity and that he will use said names,  marks, or
logos  exclusively for, and in connection with, the promotion and conduct of the
business herein described.

         SECTION 2.03.  Subject to the terms and conditions  hereof, and further
provided  that  Franchisee  has not breached any of the terms and  conditions of
this agreement,

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Franchisor grants to Franchisee during the term of this Agreement,  the right to
use in  connection  with  Franchisee's  The  Great  American  BackRub  franchise
Franchisor's marks, service marks,  trademarks,  trade names, logos and slogans,
whether currently being used or hereafter applied for or put into use.

         SECTION 2.04. The rights herein granted to Franchisee by Franchisor are
specifically  restricted to the operation by Franchisee of a The Great  American
BackRub  at the  Subject  Location.  The right and  license  herein  granted  to
Franchisee shall be effective only with respect to the franchise  located at the
Subject Location.  No branches or second locations shall be permitted under this
Agreement,  and  Franchisee  hereby  acknowledges  that  no  representations  or
warranties  have been made by Franchisor  with respect to the grant of any other
franchises  or  permission  to operate the  franchise  from an additional or any
other location.

         SECTION  2.05.  The nature of the right and license  herein  granted to
Franchisee  is  non-transferable.  Franchisee  may not  directly  or  indirectly
sublicense or  subfranchise  any other  person,  firm or  corporation  to own or
operate  a The  Great  American  BackRub  store,  to  utilize  in  any  way  the
proprietary  marks of  Franchisor,  or to  utilize in any way all or any part of
Franchisor's program.  Further, without the prior written consent of Franchisor,
Franchisee  shall not sell,  assign,  or transfer said license or right,  or any
interest therein, except through an assignment of this Agreement in it entirety,
and then  subject  to the  provisions  of and only to the  extent  permitted  by
Article 9 hereof.

         SECTION   2.06.   The  license   herein   granted  to   Franchisee   is
non-exclusive.  Franchisor  reserves  all  rights  to  grant  and  sell  similar
franchises and licenses to others to operate,  and to own or operate for its own
account or with others,  other The Great American BackRub stores at any location
whatsoever.

         SECTION 2.07. Franchisee  acknowledges and agrees that Franchisor would
be unable to protect its trade secrets  against  unauthorized  use or disclosure
and would be unable to encourage a free exchange of ideas and information  among
its franchisees if franchised  owners of The Great American  BackRub stores were
permitted to hold interests in any other business which is in direct or indirect
competition with Franchisee's The Great American BackRub.  Therefore, during the
term of the Franchise,  neither  Franchisee,  any shareholder or partner (in the
event  Franchisee is a  corporation  or  partnership),  nor any member of his or
their immediate families (including,  but not limited to, spouse,  child, spouse
of a child,  brother,  sister or parent)  shall have any  interest  as an owner,
investor,  partner, director, officer, employee,  consultant,  representative or
agent, or in any other capacity,  in any other business (a "Competing Business")
which is in the business of selling back rub services,  massages, or any related
services or products.  In the event this restriction is unenforceable  under the
provisions of any  applicable  law governing this  Agreement,  said  restriction
shall be modified such that the geographic limitations of said restriction shall
prohibit the direct or indirect  ownership or operation of a Competing  Business
within (i) a radius of ten (10) miles of the Subject Location,  or (ii) a radius
of three (3) miles from any other operating The Great

                                       -3-

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American BackRub store.  This  restriction  shall not be applicable to any other
The Great American BackRub store operated under Franchise  Agreements granted by
Franchisor nor the ownership of securities  listed on a stock exchange or traded
on the  over-the-counter  market that represent one percent (1%) or less of that
class of  securities.  Franchisee  shall not at any time  directly or indirectly
furnish any information to any person as to  Franchisor's  methods of operation,
techniques  or  methods,  advertising,   publicity,  promotions,  or  any  other
information relating to Franchisee's or Franchisor's business.

         SECTION 2.08. If this Agreement expires prior to its expiration and the
franchise is terminated  by Franchisor in accordance  with the provision of this
Agreement,  or, in the event this Agreement is terminated by Franchisee  without
cause, then Franchisee agrees that for a period of two (2) years,  commencing on
the effective date of  termination,  or the date on which  Franchisee  ceases to
conduct business at the Subject  Location,  whichever is later,  Franchisee will
not have  any  interest  as an  owner,  partner,  director,  officer,  employee,
consultant,  representative  or agent,  or in any other  capacity,  in any store
located  or  operating  within  (i) a radius  of ten (10)  miles of the  Subject
Location  or,  (ii) a radius of three (3) miles of any other The Great  American
BackRub in operation as of the effective date of said expiration or termination.
This restriction shall not be applicable to any other The Great American BackRub
operated under Franchise  Agreements  granted by Franchisor nor the ownership of
securities listed on a stock exchange or traded on the  over-the-counter  market
that represent one percent (1%) or less of that class of securities.


                               TERM/RENEWAL RIGHTS
                                    ARTICLE 3

         SECTION 3.01.  The initial term (the  "Initial  Term") of the franchise
and license herein granted shall expire,  unless sooner terminated in accordance
with the terms and conditions of this Agreement upon the EARLIER of:

         A. The expiration of a five (5) year term  commencing  December 1, 1996
(hereinafter  referred to as "the effective date") and ending November 30, 2001;
or

         B. The expiration or termination of  Franchisee's  lease or sublease or
his right to possession of the Subject Location (for whatever reason,  including
the  termination  of  Franchisor's   lease)  provided  neither   Franchisee  nor
Franchisor  have any right to renew such lease or sublease,  as the case may be,
or  Franchisee  fails or refuses  to  exercise  any right to renew  said  lease;
provided,  however,  in the event Franchisee  desires to relocate said franchise
location to a location acceptable to Franchisor,  and provided further that said
location is completed  within sixty (60) days after  termination of Franchisee's
right to occupy the Subject  Location,  Franchisee  shall be allowed to complete
the Initial Term at said new location.

         SECTION 3.02.  Provided  Franchisee shall have  substantially  complied
with all of the terms and conditions of this Agreement and any other  agreements
between Franchisor and

                                       -4-

<PAGE>
Franchisee,  and further provided  Franchisee shall have substantially  complied
with the operating standards and criteria established by Franchisor,  Franchisee
shall have the right and option to extend the Initial Term of the  franchise and
license  herein granted for one  additional  five (5) year term (the  "Extension
Term") terminating on the EARLIER of:

         A. Five (5) years following the commencement of said Extension Term, or

         B. The expiration or termination of  Franchisee's  lease or sublease or
his right to possession of the Subject  Location or Franchisee  fails or refuses
to exercise any right to sublease the Subject Premises from Franchisor.

         SECTION  3.03.  In order to exercise the right and option to extend the
Initial Term,  Franchisee  must give  Franchisor  written notice (the "Extension
Notice") of Franchisee's  election to do so not more than twelve (12) months and
not less than nine (9)  months  prior to the  expiration  of the  Initial  Term.
Provided,  however,  Franchisor may, if it so elects,  nullify and treat as null
and void, any such option or the exercise thereof, if:

         A.  At  the  time  of  the  exercise  of  any  such  option  or of  the
commencement of the Extension Term,  Franchisee is in default hereunder or under
Franchisee's lease or sublease of the Subject Location; or

         B.  Franchisee's  lease or sublease or his right to  possession  of the
Subject Location has terminated, and Franchisee has no right to renew such lease
or sublease, or chooses not to renew; or

         C. Franchisor is sublessor of the Subject Location and cannot renew its
lease on terms deemed reasonable by Franchisor; or

         D.  Franchisee  does not, prior to the  commencement  of said Extension
Term,  make, at Franchisee's  own expense,  such capital  expenditures as may be
required  by  Franchisor  to  renovate  and  modernize  the  Subject   Location,
including,   but  not  limited  to,  signs,  point  of  sale/computerized   cash
register(s),  equipment  and leasehold  improvements,  so as-to reflect the then
current  operating  systems  and  image  of other  The  Great  American  BackRub
locations; or

         E. Franchisee does not pay to Franchisor, contemporaneously with giving
the Extension Notice, the renewal fee specified in Section 4.08 hereof.

         SECTION  3.04. In the event  Franchisee  exercises his option to extend
the Initial Term  pursuant to the terms of Sections  3.02 and 3.03  hereof,  the
Franchisee  (and the owners of Franchisee,  if Franchisee is a corporation)  and
Franchisor  shall execute the then current form of Franchise  Agreement and such
ancillary  agreements as are then customarily used by Franchisor in the grant of
franchises for the ownership and operation of The Great American

                                       -5-

<PAGE>

BackRubs,  but which  shall  provide for the same  royalties  and other fees and
contributions  as required in this  Agreement.  In addition,  Franchisee and its
owners shall execute  general  releases,  in form and substance  satisfactory to
Franchisor,  of any and  all  claims  against  Franchisor  and  its  affiliates,
officers, directors,  employees and agents. Failure by Franchisee and its owners
to sign such  agreement(s)  and releases  within thirty (30) days after delivery
thereof to Franchisee shall be deemed an election by Franchisee not to renew the
Franchise.

         SECTION 3.05.  The franchise  herein granted is for the Initial Term of
five (5) years and,  at the option of  Franchisee,  the five (5) year  Extension
Term described above. Franchisor may offer to Franchisee an option to extend the
term of the franchise  herein granted for an additional term, in addition to the
Extension  Term,  of not  less  than  five (5) nor  more  than  ten (10)  years,
commencing upon the expiration of the Extension Term.  Franchisor's  decision to
offer, or not offer,  said option to Franchisee shall be based upon Franchisor's
analysis  of  Franchisee's  past  performance  and the future  potential  of the
Subject  Location.  Franchisor shall not  unreasonably  withhold the offering of
said option.

         Franchisor's  decision to offer,  or not offer,  said  option  shall be
based upon all information available to Franchisor,  including,  but not limited
to, the operating history of the franchise, the quality of operations, the level
of  Franchisee's  involvement in the  management of the franchise,  Franchisee's
operational proficiency and commitment to operational  excellence,  Franchisee's
participation  and cooperation  with other  franchisees and programs  adopted by
other franchisees,  Franchisee's  proficiency and commitment with respect to the
marketing of the franchise, Franchisee's efforts to develop effective management
personnel, the physical condition of the Subject Location,  Franchisee's history
of maintenance and capital  improvements  with respect to the Subject  Location,
Franchisee's participation in conventions and optional training programs offered
by Franchisor,  Franchisee's  payment history to Franchisor and vendors, and the
overall financial condition of Franchisee.

         Franchisor shall notify  Franchisee of Franchisor's  decision to offer,
or not offer, said additional term in writing not less than eighteen (18) months
prior to the  expiration  of the  Extension  Term.  Said  offer to extend may be
conditional and subject to Franchisee  complying with specified conditions prior
to the  effective  date of said  option  term.  In the event  that said offer to
extend the term hereof is subject to specified conditions, Franchisee shall have
a period of thirty (30) days  within  which to notify  Franchisor  in writing of
Franchisee's acceptance, or rejection, of said conditions.

         In the event that Franchisor does offer  Franchisee an option to extend
the term of the franchise,  Franchisee  shall be required to pay to Franchisor a
renewal fee  pursuant to the terms of Section  4.08 hereof and shall be required
to execute and be bound by the then current form of franchise  agreement used by
Franchisor  in the grant of The Great  American  BackRub  franchises,  but which
shall  provide  for the same  royalties  and  other  fees and  contributions  as
required in this Agreement.

                                       -6-

<PAGE>

         In the event that  Franchisor  notifies  Franchisee that Franchisor has
elected not to offer  Franchisee  an option to extended the term  hereof,  or if
Franchisee  elects not to comply with the conditions  set forth in  Franchisor's
offer of said  option,  Franchisee  shall  have the right to sell the  franchise
herein  granted  pursuant  to the  terms  and  conditions  of  Article 9 hereof,
including,  but not limited to, the  provisions  of Section  9.06.  In addition,
notwithstanding any provisions of Article 9 to the contrary, said buyer shall be
required to sign and be bound by the then current  form of  franchise  agreement
used by Franchisor in the grant of a The Great American BackRub franchise.

                                      FEES
                                    ARTICLE 4

         SECTION   4.01.   Franchisee   shall   pay   Franchisor   an   initial,
non-recurring,  non-refundable  (except as provided  in Sections  4.02 and 13.01
hereof)  franchise  fee of  Twelve  Thousand  Five  Hundred  Dollars  ($12,500).
Provided,  however,  if  Franchisee  has  executed  an "Option  Agreement"  with
Franchisor and Franchisee has complied with all terms thereof,  Franchisee shall
be given a credit for all  amounts  paid to  Franchisor  pursuant to said Option
Agreement.  Said  franchise fee shall be payable upon the execution and delivery
of this  Agreement.  Except as provided in Sections 4.02 and 13.01  hereof,  the
initial  franchise  fee shall be deemed  fully  earned  by  Franchisor  upon the
execution  and  delivery  of this  Agreement  and full  payment of said  initial
franchise  fee shall be in  addition  to the  monthly  royalty  fees  payable to
Franchisor  by  Franchisee  pursuant  to  Section  4.05  hereof  and shall be in
addition  to any and all  other  sums  required  to be  paid  to  Franchisor  by
Franchisee pursuant to any other term or provision of this Agreement whether for
advertising  contributions,  training  fees, or for any other reason or purpose.
Except as provided in Sections 4.02 and 13.01 hereof, said initial franchise fee
is not  refundable  under any  circumstances,  in full or in part  including any
termination  of this  Agreement  nor at any  other  time  nor  under  any  other
circumstances whatsoever.

         SECTION 4.02. Franchisee agrees that if Franchisor determines, pursuant
to the terms of  Section  6.03  hereof,  that  Franchisee  has not  successfully
completed  Franchisor's  initial  training course relating to the operation of a
The Great American BackRub franchise,  Franchisor shall return to Franchisee the
initial franchise fee paid to Franchisor by Franchisee  pursuant to Section 4.01
hereof  and this  Agreement  shall  be  deemed  to be null and void and  without
further effect.

         SECTION  4.03.  Upon  the  request  of  Franchisee,  any  sums  paid to
Franchisor  pursuant to Section 4.01 hereof  shall be  deposited  with an escrow
agent,  mutually acceptable to both parties,  who shall hold said sums until the
earlier of (1) notification from Franchisor that Franchisee did not successfully
completed  the initial  training  course as  specified in Section 6.03 hereof in
which event said  deposited sum shall be paid to  Franchisee,  or (2) Franchisee
has commenced  operation of the franchise at the Subject Location in which event
said deposited sum shall be paid to Franchisor.  Any costs  associated with said
escrow shall

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<PAGE>

be paid by  Franchisee  and all interest,  if any,  earned on said deposit while
held in said  escrow  agent  shall  inure to the party to whom said  deposit  is
ultimately paid.

         SECTION  4.04.  A  Franchisee  who  has  not  previously  attended  and
successfully completed Franchisor's initial franchisee training course shall pay
to Franchisor a non-refundable fee of Two Thousand Five Hundred Dollars ($2,500)
for Franchisee's  attendance at Franchisor's initial training course relating to
the  operation  of a The Great  American  BackRub  franchise.  Said fee shall be
subject to all of the terms and  conditions  of Section  6.03  hereof.  Said sum
shall be paid to Franchisor upon execution and delivery of this Agreement.

         SECTION 4.05.  In addition to the initial  payment set forth in Section
4.01 hereof,  Franchisee agrees to pay to Franchisor a monthly royalty fee equal
to Six Percent  (6%) of  Franchisee's  gross  monthly  revenues (as said term is
hereinafter  defined) derived from the operation of the franchise for each month
or any portion thereof during the term of this Agreement. Said fee shall be paid
on or before  the tenth  (10th)  day of each month and shall be based upon gross
revenues for the preceding  calendar month.  Along with said payment  Franchisee
shall furnish  Franchisor  with written reports on forms specified by Franchisor
for this purpose  signed by Franchisee  stating gross revenues for the preceding
calendar month as designated and classified on Franchisor's  forms. In addition,
provided said function is an available feature of any computerized point of sale
or accounting system specified by Franchisor,  Franchisor may require Franchisee
to electronically transfer said information or data to Franchisor.

         SECTION 4.06. In addition to any other payment herein required,  at any
time  during  the  initial  term of this  Agreement,  or any  extension  hereof,
Franchisor may establish an Advertising  Fund. In such event,  Franchisor  shall
give Franchisee written notice of the establishment of said Advertising Fund not
less than  thirty (30) days prior to any date that  payment to said  Advertising
Fund  shall  be  payable  pursuant  to  this  Agreement.  In the  event  that an
Advertising  fund is  established,  Franchisee  shall pay to  Franchisor,  as an
advertising and sales promotion fee, an amount equal to the GREATER of (i) Three
Percent (3%) of Franchisee's gross monthly revenues, as said term is hereinafter
defined,  for  each  month  (or any  portion  thereof)  during  the term of this
Agreement, or (ii) Five Hundred Dollars ($500.00). Said fee shall be paid in the
same manner as the monthly royalty fee specified in Section 4.05 hereof.

         Franchisor  shall  retain  said  sums in a  properly  segregated  fund.
Franchisor  shall supply  Franchisee with a semi-annual  statement for said fund
indicating  the gross amount of advertising  and sales  promotion fees collected
from all  franchisees,  the total  amount  expended  for  advertising  and sales
promotion,  and the balance of said fund.  Franchisor shall have  responsibility
for  disbursement  of  said  funds.  Provided,   however,  that  not  less  than
seventy-five  percent  (75%) of said  fees  shall be used  for  advertising  and
promotions  in the general  geographic  area of the  respective  Great  American
BackRub stores which  generated  said fees.  The manner,  media and cost of such
advertising or promotion shall be decided by Franchisor at its sole discretion.

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<PAGE>

         SECTION 4.07. The term "gross monthly revenues" is defined as the total
gross revenue derived by Franchisee in accordance with such accounting practices
and procedures as shall be determined and required by Franchisor with respect to
the  operations  of the  franchise,  whether from sales for cash or credit,  and
without regard to the source of payment  thereof or the collection  thereof,  or
the cost of  collection,  including  therein  the sales of all  merchandise  and
services,  but exclusive of all sales taxes, use taxes,  gross receipt taxes and
other similar taxes added to the sales price and collected  from the customer by
Franchisee,  and less any bona fide refunds.  The term "sales of all merchandise
and services" shall be determined and construed in its most comprehensive sense.

         SECTION 4.08.  In the event  Franchisee  should  exercise its option to
extend the Initial Term of the franchise and license herein granted  pursuant to
the terms and conditions of Sections 3.02, 3.03 and 3.04 hereof, Franchise shall
pay to Franchisor a renewal fee of Five Thousand Dollars ($5,000).

         SECTION 4.09. All royalty and service fees, advertising  contributions,
amounts due for purchases by Franchisee  from  Franchisor or its  affiliates and
other amounts which  Franchisee owes to Franchisor or its affiliates  shall bear
interest  after due date at the lesser of (i) eighteen  percent (18%) per annum,
or (ii) the highest  applicable  legal rate for open account  business credit in
the state in which the Subject Location is located. Franchisee acknowledges that
this provision of this Agreement shall not constitute  Franchisor's agreement to
accept such payments  after same are due or a commitment by Franchisor to extend
credit to, or otherwise finance Franchisee's  operation of, the franchise herein
granted.  Further,  Franchisee  acknowledges that his failure to pay all amounts
when due shall constitute grounds for termination of this Agreement, as provided
in Article 12, notwithstanding the provisions of this Section 4.09.

         SECTION 4.10.  Franchisee  agrees to execute and deliver to Franchisor,
within ten (10) days of receipt of Franchisor's written request, the appropriate
preauthorized  check and  electronic  funds  transfer  forms  from  Franchisee's
checking account so that Franchisor will be able to  electronically  deposit any
fees payable to Franchisor under the term of this Agreement on a timely basis.

                        LEASEHOLD RIGHTS AND OBLIGATIONS
                                    ARTICLE 5

         SECTION 5.01.  Franchisee  shall  lease/sublease  the Subject  Location
under the terms and conditions of that certain lease/sublease agreement dated as
of the date of this Agreement.

         SECTION 5.02. Franchisee,  at Franchisee's sole expense, shall add such
leasehold improvements to the Subject Location as may be required by Franchisor.
Said  leasehold  improvements  shall be constructed  in strict  conformity  with
designs, plans and specifications approved in writing by Franchisor prior to the
commencement of any  construction.  Franchisee,  at  Franchisee's  sole expense,
shall equip and furnish the Subject Location with

                                       -9-

<PAGE>
such  equipment,  furniture,  fixtures and signs as  Franchisor  may  reasonably
require  in order to  ensure a  uniform  appearance  of all The  Great  American
BackRub  locations.  Unless agreed to in a writing  executed by Franchisor,  all
such  improvements  and  furnishings  shall be completed  within sixty (60) days
after the execution of this Agreement.

         SECTION 5.03. Franchisee agrees to comply with all terms and conditions
of the  lease/sublease  referred to in Section 5.01 hereof.  Upon receipt of any
notice of  default  or breach  of the terms of said  lease/sublease,  Franchisee
agrees to forthwith take all reasonable  steps necessary to cure said default or
breach.  In the event  Franchisee does not forthwith act to cure said default or
breach,  Franchisor,  or its agents or employees,  may, in addition to any other
remedy available to Franchisor under the terms and conditions of this Agreement,
and with impunity,  take all  reasonable  steps  including,  but not limited to,
entering  the Subject  Location  for the  purpose of  operating  the  franchise,
necessary to cure said default or breach. Franchisee shall immediately reimburse
Franchisor for any costs incurred by Franchisor  incidental to Franchisor's cure
of said default or breach.

         SECTION  5.04.   Franchisee   agrees  to  maintain  all   improvements,
furniture,  fixtures and equipment  located in the Subject  Location in good and
safe working order and to replace (at Franchisee's expense) all worn, damaged or
unsafe  improvements,  furniture,  fixtures and equipment  with new  replacement
items of equal or better quality which shall conform in appearance and design to
the then current plans and specifications of Franchisor. In addition, Franchisor
may from time to time require Franchisee to modify the appearance of the Subject
Location to conform to the current  design and appearance  standards  adopted by
Franchisor.  Franchisee  shall,  within a  reasonable  time  after  notice  from
Franchisor  of such  standards,  take all steps,  including  remodeling or other
substantial  changes,  necessary to comply with said  standards at  Franchisee's
cost. In all events,  Franchisee  shall  install and use only such  furnishings,
fixtures and  equipment as shall  conform to  specifications  of design,  color,
quality,   performance  and  utility   designated  or  approved  in  writing  by
Franchisor.

         SECTION 5.05. Franchisee shall, at Franchisee's  expense,  maintain the
interior and exterior of the Subject  Location in a clean,  orderly,  safe,  and
sanitary condition satisfactory to Franchisor and shall make such repairs as are
necessary  to  maintain  an  aesthetically  pleasing  appearance.  All  repairs,
modifications,  and remodeling of the Subject  Location shall be made only after
Franchisee has received the prior written consent of Franchisor.

         SECTION  5.06.  Franchisee  agrees  to  indemnify,   defend,  and  hold
Franchisor harmless from any claim, action, proceeding or demand arising from or
pertaining to Franchisee's  improvements  to, or  modifications  of, the Subject
Location.

         SECTION 5.07.  Franchisee shall not install or use any sign, whether on
the exterior or in the interior of the Subject Location,  which has not received
the prior written  approval of Franchisor.  As used herein the term "sign" shall
be  interpreted  in its broadest  sense and shall include all  displays,  cards,
window advertising and promotional material.

                                      -10-

<PAGE>

         SECTION 5.08. Franchisor shall have the right to place in a conspicuous
location in the Subject  Location a sign of reasonable  proportions,  along with
written material,  which shall advise the public that Franchisee's business is a
franchise,  provide  information  to prospective  franchisees,  and a method for
prospective franchisee to contact Franchisor.

         SECTION 5.09. If Franchisee should fail to comply with any of the terms
and  conditions of this Article 5, in addition to any other relief  available to
Franchisor,   Franchisor  or  any  persons  authorized  by  Franchisor,  without
liability  to  Franchisee,  shall  have the  right,  in  addition  to any rights
Franchisor  may have  under  the  lease/sublease,  to enter at any time upon the
Subject  Location and perform any act deemed  necessary by  Franchisor to remedy
such failure and Franchisee shall immediately reimburse Franchisor for any costs
incurred by Franchisor incidental thereto.

                                    TRAINING
                                    ARTICLE 6

         SECTION   6.01.   Franchisor   shall  make   available  to   Franchisee
Franchisor's customary initial training course concerning the operation of a The
Great American BackRub  location.  Prior to the opening of the Subject Location,
and as a condition precedent to Franchisee's rights hereunder,  Franchisee shall
attend and complete said course to the satisfaction of Franchisor.

         SECTION  6.02.  Franchisee  shall be  entitled  to have one  additional
person attend Franchisor's customary initial training course,  provided however,
said  additional  person shall attend said  training  course at the same time as
Franchisee.  There  shall  be no  additional  training  fee  for  said  person's
concurrent attendance at said training course.

         SECTION 6.03. As provided in Section 4.04 hereof,  Franchisee shall pay
to  Franchisor  the  sum  of  Two  Thousand  Five  Hundred  Dollars  ($2,500.00)
representing a non-refundable  fee for  Franchisee's  attendance at said initial
training course.  Franchisee  acknowledges that in the event Franchisee does not
complete said training course to the  satisfaction of Franchisor,  no portion of
said fee shall be returned to Franchisee. NOTWITHSTANDING ANY CONTRARY PROVISION
IN  THIS  AGREEMENT,   THE  DETERMINATION  OF  WHETHER  OR  NOT  FRANCHISEE  HAS
SUCCESSFULLY  COMPLETED SAID INITIAL  TRAINING  COURSE SHALL BE MADE AT THE SOLE
DISCRETION OF FRANCHISOR.

         SECTION 6.04. In the event  Franchisor  determines  that Franchisee has
not  successfully  completed  Franchisor's  initial  training course pursuant to
Section 6.03 hereof, such decision shall render this Agreement null and void and
without further effect,.

         SECTION  6.05.  All new  employees of  Franchisee  shall be required to
attend  an  initial  training  course  conducted  by  Franchisor  at a  location
designated by Franchisor, at the

                                      -11-

<PAGE>

option of Franchisor,  by Franchisee using personnel and curriculum  approved by
Franchisor. No person shall provide any services in the Subject Location who has
not completed said training course to the satisfaction of Franchisor. Franchisee
shall be  responsible  for all  salaries and wages,  if any, due said  employees
during said training  course.  Franchisee  shall pay Franchisor a basic training
fee for each  employee who  participates  in said training  course.  The current
amount of said fee is set forth in Franchisor's Uniform Offering Circular.  Said
fee may increase during the term of this Agreement.

         SECTION 6.06.  Franchisor  shall have the right to require  Franchisee,
and any employee of Franchisee,  to attend, and successfully complete,  advanced
training courses related to the operations and services of the Subject Location.
Franchisee shall not be required to attend more than one (1) such training class
per  calendar  year.  Franchisee  shall be  responsible  for all  wages  due any
employees  during  said  training  and all  additional  costs  incurred  by said
employee.   Franchisee  shall  pay  Franchisor  a  fee  for  each  employee  who
participates in any such training course.  The current amount of said fee is set
forth in Franchisor's  Uniform Offering  Circular.  Said fee may increase during
the term of this Agreement. Franchisor shall not charge any fee for Franchisee's
attendance at any such training course.

         SECTION 6.07. All expenses of travel,  lodging, meals, and other living
expenses,  incurred  by  Franchisee,  and/or any  employees  of  Franchisee,  in
attending any initial or subsequent  training program or programs shall be borne
and paid by Franchisee.

                            OBLIGATIONS OF FRANCHISEE
                                    ARTICLE 7

         SECTION 7.01. Franchisee shall, beginning on the effective date of this
Agreement  and  continuing   during  the  remaining  term  of  this   Agreement,
continuously  operate a store at the Subject Location (except if prevented by an
act of God or other causes beyond the control of Franchisee), using Franchisee's
best efforts,  skills and diligence in the conduct  thereof,  and regulating and
controlling  Franchisee's  employees  so that  said  employees  maintain  a high
standard of professional competency and quality of service.

         SECTION 7.02. Franchisee shall not operate, directly or indirectly, nor
allow the operation  of, any other  business  within or in  connection  with the
Subject Location.

         SECTION 7.03.  Franchisee  shall operate the Subject Location in strict
conformity  with such reasonable  standards,  specifications,  requirements  and
instructions as Franchisor may hereafter adopt. Such standards,  specifications,
requirements and instructions shall include but not be limited to a computerized
point of sale  cash  register  and  telephone  modem  specified  by  Franchisor.
Franchisee  agrees to provide  Franchisor  telephonic  access to the information
stored on the point of sale  computerized cash register at such reasonable times
as Franchisor shall designate. In addition, Franchisor may request Franchisee to
electronically transfer information and/or data available from said computerized
point of sale cash register to

                                      -12-

<PAGE>

Franchisor.  Franchisee  agrees to comply with said request in a timely  manner.
Franchisor  shall have the right from time to time to make  reasonable  changes,
modifications,  or additions to any standards,  specifications  or  requirements
whenever  Franchisor  deems that such  changes,  modifications  or additions are
reasonably  necessary to improve the standards of quality,  service,  repair and
maintenance of the Subject Location or to protect any mark,  trademark,  service
mark or trade name of Franchisor.  Any such changes,  modifications or additions
shall automatically be binding upon Franchisee upon the giving of notice of same
to Franchisee by Franchisor.

         SECTION 7.04.  Franchisee  agrees that no employee of Franchisee  whose
professional  competency  or  quality  of  service  does not meet the  standards
established by Franchisor shall be allowed to work in the Subject Location.

         SECTION 7.05. Franchisee shall display and sell in the Subject Location
a limited line of retail  products  approved in advance by Franchisor.  Prior to
the sale of any product  Franchisee  shall  obtain  Franchisor's  prior  written
consent to the sale of said product.  Any such product shall strictly conform to
standards and  specifications  determined by Franchisor for products sold in The
Great American BackRub locations.

         SECTION 7.06.  Franchisee  shall offer all services and products  which
Franchisor may uniformly  require of all The Great American BackRub  franchises.
Franchisee   shall  perform  all  such  services  in  strict   conformity   with
Franchisor's  standards and  specifications  and, in addition,  Franchisee shall
comply with all  applicable  laws and  regulations  relating  to such  services.
Franchisee shall not offer any services which have not been previously approved,
in  writing,  by  Franchisor  or  which  is  prohibited  by  law  or  applicable
regulation.

         SECTION 7.07. All  advertising  or promotional  materials to be used by
Franchisee,  including signs or displays on or in the Subject Location,  must be
approved in writing by Franchisor  prior to any use thereof by Franchisee.  Said
prior  approval  requirement  shall not apply to any  advertising or promotional
material supplied to Franchisee by Franchisor.

         SECTION 7.08. Franchisee shall conform to all Federal,  State and local
health and building regulations and shall make prompt and timely payments of all
taxes  related to or  arising  from  Franchisee's  operation  of the  franchise.
Franchisee shall keep in force and effect all local,  State and national license
which may be required for the lawful operation of the franchise.

         SECTION 7.09.  Franchisee shall  immediately  notify  Franchisor of any
apparent infringement of, or challenge to, Franchisee's use of any name, mark or
logo used in connection with the franchise  herein granted,  or the claim by any
person or entity of any right to any such name, mark or logo.  Franchisee  shall
not  communicate  with any  person  other  than  Franchisor  and its  counsel in
connection with any such alleged  infringement,  challenge or claim.  Franchisor
shall  have sole  discretion  to take such  action  as it deems  appropriate  in
connection with said alleged  infringement,  challenge or claim,  and shall have
the exclusive

                                      -13-

<PAGE>

right  to  control  any  litigation  or  administrative  proceedings  associated
therewith.  Franchisee  agrees to execute any and all instruments and documents,
render  such  assistance,  and do such  acts and  things  as may be  reasonable,
necessary or advisable to protect and maintain the interest of Franchisor in any
litigation  or other  proceeding,  or to  otherwise  protect  and  maintain  the
interest of Franchisor in said names, marks or logos.

                              ACCOUNTING PROCEDURES
                                    ARTICLE 8

         SECTION  8.01.  Franchisee  shall  maintain  a  bookkeeping  system  in
conformity with the accounting methods  prescribed by Franchisor,  and shall use
such cash registers, books of accounts, reporting systems and methods which meet
the requirements of Franchisor.

         SECTION 8.02. Upon the written request of Franchisor, Franchisee agrees
to furnish to Franchisor copies of designated sales tax returns,  State, Federal
and local payroll tax returns,  and Federal and State income tax returns  within
thirty (30) days after receipt of said request.

         SECTION  8.03.  Franchisee  shall  furnish  to  Franchisor  a  copy  of
Franchisee's  report  of  gross  revenues,  gross  sales,  or other  data  which
Franchisee  may be  required  to submit to any  lessor/sublessor  of the Subject
Location within five (5) days after said reports are required to be submitted.

         SECTION  8.04.  Franchisor  shall  at all  times be  entitled  to audit
Franchisee's  gross  monthly  revenues  (as defined in Section  4.09  hereof) by
Franchisor,  its  employees,  agents or  representatives.  Such  audit  shall be
limited to the  determination  of gross monthly  revenues and shall be conducted
during normal business hours and either at the Subject Location or the principal
place of business of Franchisee.  Franchisee  agrees to supply Franchisor or its
designated agent with all information,  data and records reasonably necessary to
complete  said audit.  If it is  determined as a result of such audit that there
has been a deficiency in the payments made to Franchisor,  then such  deficiency
shall  become  immediately  due and payable  with  interest at the highest  rate
allowable  under  applicable  State  and/or  Federal law from the date when said
payments should have been made not to exceed  eighteen  percent (18%) per annum.
In addition,  if any of Franchisee's  reports shall be found to have understated
gross  monthly  revenue  by more  than two  percent  (2%),  in  addition  to any
royalties due Franchisor,  Franchisee  shall pay all of Franchisor's  reasonable
costs and expenses connected with said audit.  Further, in the event that any of
said reports are found to have  understated  gross monthly revenues by more than
five percent (5%),  such  understatement  shall be deemed to be a breach of this
Agreement  by  Franchisee.  Any  information  gained  from such  audit  shall be
confidential and shall not be disclosed except to carry out the purposes hereof.

         SECTION 8.05. The term "records" as used in Section 8.04 shall include,
but shall not be limited to, cash register  recordings,  purchase records,  bank
statements, sales journals,

                                      -14-

<PAGE>
payroll tax returns,  sales receipts,  employment records,  financial statements
and other records normally maintained by such a business.


                                   ASSIGNMENT
                                    ARTICLE 9

         SECTION 9.01. This Agreement and the franchise  granted  thereunder are
fully assignable by Franchisor and shall inure to the benefit of any assignee(s)
or other legal successor(s) to the interest of Franchisor  herein,  subject only
to the condition that the Assignee of Franchisor  shall,  subsequent to any such
assignment,  remain liable, primarily and/or secondarily, for the performance of
all obligations of Franchisor under this Agreement.

         SECTION 9.02.  Franchisee  understands and acknowledges that the rights
and duties  created by this  Agreement  are personal to Franchisee or its owners
and that Franchisor has granted the franchise in reliance upon the individual or
collective character,  skill, aptitude,  business ability and financial capacity
of  Franchisee or its owners.  Therefore,  except as  hereinafter  provided with
respect  to an  assignment  to a  corporation,  neither  the  franchise  nor the
franchised business or any interest therein nor any part or all of the ownership
of  Franchisee  may  be  voluntarily,  involuntarily,  directly  or  indirectly,
assigned,   sold,  subdivided,   sub  franchised  or  otherwise  transferred  by
Franchisee,   or  its  owners,   including  without   limitation  by  merger  or
consolidation,  or issuance of additional securities  representing  ownership in
Franchisee  nor  in  the  event  of the  death  of  Franchisee  or an  owner  of
Franchisee,  by  will,  declaration  of or  transfer  in  trust  or the  laws of
intestate  succession without the prior written approval of Franchisor,  and any
such  assignment  or transfer  without such approval  shall  constitute a breach
hereof  and  conveys  no rights to or  interests  in the  franchise,  franchised
business or Franchisee.

         SECTION 9.03. If Franchisee or its owners are in full  compliance  with
this Agreement,  Franchisor shall not  unreasonably  withhold its approval of an
assignment,  provided  that the  proposed  assignee(s)  is,  in the  opinion  of
Franchisor,  of good moral  character and has  sufficient  business  experience,
aptitude and financial  resources to own and operate the franchised business and
otherwise meets  Franchisor's  then applicable  standards for  Franchisees,  and
further provided that the following conditions are met prior to, or concurrently
with, the effective date of the assignment:

         (1) all obligations of Franchisee and its owners incurred in connection
with this Agreement have been assumed by the assignee(s);

         (2)  Franchisee  shall  have  paid  such  franchise  fees,  advertising
contributions,  amounts owed for purchases by Franchisee  from Franchisor or its
affiliates and any other amounts owed to Franchisor or its affiliates  which are
then due and unpaid;

                                      -15-

<PAGE>

         (3) the  assignee(s)  completes  the training  program  required of new
Franchisees  prior to the effective date of the  assignment and pays  Franchisor
the sum of Two Thousand Five Hundred ($2,500.00) as a fee for said course;

         (4) if required,  the owner/lessor of the Subject Location business has
consented  to  Franchisee's  assignment  or  sublease  of said  premises  to the
proposed assignee(s);

         (5) the assignee(s)  and if a corporation or  partnership,  its owners,
shall, at Franchisor's option, have executed and agreed to be bound by:

             (i) a  Guaranty  agreement,  satisfactory  in form and  content  to
Franchisor, whereby the assignee assumes the obligation of Franchisee under this
Agreement and the sublease described in Section 5.01 hereof; and

             (ii)  the  then  current  form  of  franchise  agreement  and  such
ancillary  agreements as are then customarily used by Franchisor in the grant of
The Great  American  BackRub  franchises,  but which shall  provide for the same
royalties  and  other  franchise  fees and  advertising  contributions  required
hereunder and be a term equal to the remaining term of this franchise agreement;

         (6)   Franchisee   or   assignee(s)   shall  have  paid  to  Franchisor
Franchisor's  standard  assignment  fee of Two  Thousand  Five  Hundred  Dollars
($2,500)  to defray  expenses  incurred by  Franchisor  in  connection  with the
assignment,  including, without limitation,  training of assignee(s),  legal and
accounting fees,  credit and other  investigation  charges and evaluation of the
assignee(s) and the terms of the assignment.

         (7)  except to the extent  limited or  prohibited  by  applicable  law,
Franchisee  and each of its owners if Franchisee is a corporation or partnership
shall have executed a general release,  in form  satisfactory to Franchisor,  of
any and all claims against  Franchisor and its affiliate,  officers,  directors,
employees and agents;

         (8) Franchisor shall have approved the material terms and conditions of
such  assignment and shall have  determined  that the price and terms of payment
are not so  burdensome  as to  adversely  affect  the future  operations  of the
franchised business by the assignee(s);

         (9) Franchisee and each of its owners if Franchisee is a corporation or
partnership  shall  have  executed  a  non-competition   covenant  in  favor  of
Franchisor and the assignee(s),  agreeing that for a period of not less than two
(2) years, commencing on the effective date of the assignment,  he will not have
any  direct or  indirect  interest  as an owner,  investor,  partner,  director,
officer,  employee,  consultant,  representative  or  agent,  or  in  any  other
capacity, in any business that (i) sells services or products  substantially the
same as a The Great  American  BackRub , and (ii) which is  located or  operates
within a radius of ten (10) miles of the

                                      -16-

<PAGE>

Subject  Location  or  within a three  (3) mile  radius  of any  other The Great
American BackRub in operation at the time of such transfer; and

         (10)  Franchisee  shall have entered into an agreement with  Franchisor
agreeing to subordinate to such assignee's obligations to Franchisor, including,
without  limitation,  any  franchise  fees and  advertising  contributions,  any
obligations  of such  assignee(s) to make  installment  payments of the purchase
price to Franchisee.

         (11) Adequate provisions have been made by Franchisee,  and approved by
Franchisor,  to assure that assignee has the financial capability to fulfill any
and all contractual  obligations to any existing  customer/patron of the Subject
Location  arising  from,  or related to, any back rub services or products to be
provided by Franchisee.

         The  Franchisor's  consent to an assignment of any interest  subject to
the  restrictions  of  Sections  9.02  and  9.03 of  this  Agreement  shall  not
constitute a waiver of any claims it may have against the Franchisee,  nor shall
it be deemed a waiver of Franchisor's  right to demand exact compliance with any
of the terms or conditions of the franchise by the assignee.

         SECTION 9.04.  Within sixty (60) days from the date of this  Agreement,
the franchise and the assets and  liabilities of the franchised  business may be
assigned to a newly organized  corporation  that conducts no business other than
the franchised  business,  which is actively  managed by Franchisee and in which
Franchisee  owns and  controls  all of the equity and voting power of all issued
and outstanding  capital stock. Such an assignment shall not relieve  Franchisee
of his obligations  hereunder,  and Franchisee and said corporation shall remain
jointly and  severally  liable for all  obligations  hereunder.  The articles of
incorporation,  by-laws and other  organizational  documents of such corporation
shall  recite  that the  issuance  and  assignment  of any  interest  therein is
restricted  by the terms of  Sections  9.02 and 9.03 of this  Agreement  and all
issued and  outstanding  stock  certificates  of such  corporation  shall bear a
legend  reflecting  or referring to the  restrictions  of said Sections 9.02 and
9.03.

         SECTION 9.05. The assignment of the rights,  duties and  obligations of
Franchisee  pursuant to Section 9.03 hereof shall not relieve  Franchisee of the
duties and obligations herein imposed on Franchisee.  Provided,  however,  if at
the expiration of six (6) months after the effective  date of any transfer,  the
transferee  has not  defaulted or breached any of the terms or conditions of the
then current agreement,  subject only to the exception set forth in this Section
9.05,  Franchisor  shall release  Franchisee from all obligations or liabilities
imposed on  Franchisee  pursuant  to this  agreement.  During said six (6) month
period, Franchisor shall give Franchisee written notice of any default or breach
by said  transferee.  Notwithstanding  the foregoing,  said release shall not be
effective  with respect to any liability of Franchisee  under the  provisions of
Section 7.09 hereof,  nor for any  liability of  Franchisee  with respect to the
unexpired term,  exclusive of any renewal terms,  under the sublease referred to
in Section 5.01.

                                      -17-

<PAGE>

         SECTION  9.06.  In the event  that  Franchisee  seeks the  approval  of
Franchisor to an assignment  pursuant to the terms of this Article 9, Franchisee
shall include with such request a copy of any agreement relating to the proposed
sale or assignment of the franchise  herein  granted.  Franchisor  shall have no
obligation  to  consider  any  request  for  consent to any  transferee  if said
agreement is not  included  with said  request.  Upon receipt of such offer from
Franchisee,  Franchisor  shall  have  the  option  of  purchasing  or  otherwise
acquiring  such of  Franchisee's  rights under this agreement and all such other
property and rights of the Franchisee as may be embraced within said offer, upon
the same  terms  and  conditions  as those  set forth  therein.  Franchisor  may
exercise  its option at any time within  thirty (30) days after  receipt of said
offer from  Franchisee by giving written notice of its acceptance to Franchisee.
This Section  shall not be  applicable to any transfer made pursuant to Sections
9.04 hereof.

         SECTION 9.07.  In the event  Franchisee  (or any of its owners)  shall,
subject to the restrictions and conditions of transfer contained in this Section
9.07,  attempt to raise or secure  funds by the sale of  securities  (including,
without limitation,  common or preferred stock, bonds,  debentures or general or
limited  partnership  interests) in  Franchisee or any affiliate of  Franchisee,
Franchisee  acknowledges that the written  information used with respect thereto
may reflect upon Franchisor.  No information respecting Franchisor or any of its
affiliates shall be included in any securities disclosure document,  unless such
information  has been  furnished  by  Franchisor,  in  writing,  pursuant to the
written request of the Franchisee,  in which the Franchisee  states the specific
purpose for which the information is to be used. Should Franchisor,  in its sole
discretion,  object to any reference to Franchisor or any of it affiliates or to
any of  their  businesses  in  such  offering  literature  or  prospectus,  such
literature  or prospectus  shall not be used unless and until the  objections of
Franchisor  are  withdrawn.  The Franchisor  assumes no  responsibility  for the
offering  whatsoever.  The prospectus or other  literature  utilized in any such
offering  shall  contain the following  language in bold-face  type on the first
textual page thereof:

"NEITHER THE GREAT  AMERICAN  BACKRUB  STORE,  INC. NOR ANY OF ITS AFFILIATES IS
DIRECTLY OR INDIRECTLY THE ISSUER OF THE SECURITIES OFFERED HEREBY.  NEITHER THE
GREAT  AMERICAN  BACKRUB  STORE,  INC.  NOR ANY OF ITS  AFFILIATES  ASSUMES  ANY
RESPONSIBILITY  WITH RESPECT TO THIS OFFERING AND/OR THE ADEQUACY OR ACCURACY OF
THE INFORMATION SET FORTH HEREIN,  INCLUDING ANY STATEMENTS MADE WITH RESPECT TO
ANY OF THEM.  NEITHER THE GREAT  AMERICAN  BACKRUB  STORE,  INC.  NOR ANY OF ITS
AFFILIATES  ENDORSES OR MAKES ANY RECOMMENDATION  WITH RESPECT TO THE INVESTMENT
CONTEMPLATED BY THIS OFFERING."

         Franchisee and each of its owners agrees to indemnify,  defend and hold
harmless  Franchisor  and  its  affiliates,   and  their  respective   officers,
directors,  employees and agents, from any and all claims, demands, liabilities,
and all costs and expenses (including, without limitation, reasonable attorneys'
fee) incurred in the defense of such claims, demands or

                                      -18-

<PAGE>
liabilities,  arising from the offer or sale of such securities whether asserted
by a purchaser  of any such  security or by a  governmental  agency.  Franchisor
shall have the right (but not the  obligation) to defend any claims,  demands or
liabilities  and/or  to  participate  in the  defense  of any  action  to  which
Franchisor  or any of its  affiliates  or  any  of  their  respective  officers,
directors, employees or agents is named as a party.

         SECTION 9.08.  Any attempt by the  Franchisee to transfer any rights or
interests under this Agreement without having received the prior written consent
of  Franchisor  shall  constitute  a  material  breach  of  this  Agreement  and
Franchisor  shall have the right to terminate this Agreement upon written notice
to Franchisee.

                            INSURANCE/INDEMNIFICATION
                                   ARTICLE 10

         SECTION  10.01.  In addition to any  insurance  required of  Franchisee
pursuant  to any  lease  relating  to the  Subject  Location,  Franchisee  shall
purchase and  maintain in effect at all times during the term of this  Agreement
policies of  insurance,  naming  Franchisor  and all  employees of Franchisee as
additional  insureds,  at Franchisee's  sole cost and expense.  Initially,  said
insurance will conform to the following specifications:

         A. Combined single limit,  liability and property insurance  including,
but not limited to,  "all risk"  buildings  and  contents  insurance  (including
replacement  cost and plate glass  provisions) for all leased or owned property,
general   liability   insurance   (including   premise   operations,   products,
professional   malpractice,   and  personal  injury)  and  automobile  insurance
(including owned, hired or leased, non-ownership, medical payments and uninsured
motorist) with policy limits of at least $1,000,000.

         B. An all inclusive standard umbrella policy of at least $1,000,000.

         C. Worker's compensation insurance as required by State law.

         Franchisor shall have the right,  upon thirty (30) days written notice,
to require  either an increase in said policy limits or  additional  coverage if
Franchisor,  in its sole discretion,  deems such increase or additional coverage
necessary.  Franchisee  shall supply  Franchisor  with current  certificates  of
coverage  indicating  full payment of insurance  policies in conformity with the
then current requirements and copies of all applicable  policies.  Said policies
shall contain endorsements  requiring the insurer to give Franchisor thirty (30)
days advance  written notice in the event of any  cancellation  or change in the
coverage, scope, or amount of such policy.

         SECTION  10.02.  Franchisee  agrees,  during and after the term of this
Agreement,  to indemnify,  defend, and hold Franchisor harmless from and against
any and all loss, damage, claims, whether or not properly founded, liability and
attorneys'  fees and other  costs and  expenses  incurred by  Franchisor  as the
result of any violation of this Agreement by, or any

                                      -19-

<PAGE>

act of  omission  or  commission  on the  part of the  Franchisee,  or any of it
agents,  servants or employees,  and from all claims, damages, causes of action,
suits or rights of any persons,  firm or corporations arising from the operation
of the franchise herein discussed.  The Franchisor shall have the right (but not
the  obligation) to defend any such claims,  demands,  or liabilities  and/or to
participate  in the  defense  of any  action to which  Franchisor  or any of its
affiliates or any of their respective officers,  directors,  employees or agents
is named as a party.

                    RELATIONSHIPS OF PARTIES/REPRESENTATIONS
                                   ARTICLE 11

         SECTION  11.01.  It is  specifically  recognized  and  acknowledged  by
Franchisee  that  the  success  of the  business  venture  to be  undertaken  by
Franchisee  by virtue  of this  Agreement  depends  to a great  extent  upon the
ability of Franchisee as an  independent  party and  entrepreneur  as well as on
market  conditions  beyond  the  control  of either  Franchisor  or  Franchisee.
Franchisee  acknowledges  that  Franchisee has entered into this Agreement after
making an independent  investigation of Franchisor's operations and programs and
not upon any representation as to the profits,  success, or other benefits which
Franchisee  will  realize.  Franchisee  acknowledges  that  there  have  been no
representations  or  warranties  not  expressly  stated  in this  Agreement,  or
Franchisor's Uniform Offering Circular, made by Franchisor or any representative
thereof or any other person on its behalf with respect to the potential  success
of Franchisee's business or otherwise.

         SECTION  11.02.  Franchisee  is not and shall not hold itself out as an
agent, legal representative,  partner subsidiary,  joint venturer or employee of
Franchisor.  Franchisee  shall  have no right or power to, and shall not bind or
obligate  Franchisor in any way, manner or thing whatsoever,  nor represent that
it has any right to do so. In all public  records and in its  relationship  with
other persons, on letterheads, and business forms, Franchisee shall indicate its
independent  ownership of said  business,  and that it is only a  franchisee  of
Franchisor.  Notwithstanding  any other provision of this Agreement,  Franchisor
and  Franchisee  shall  not,  under any  circumstances,  be deemed to be a joint
employer of any employee of Franchisee.

                                   TERMINATION
                                   ARTICLE 12

         SECTION  12.01.  Provided  Franchisee  is not in  default of any of the
terms  and  conditions  of  this  Agreement,  or  any  other  agreement  between
Franchisee  and  Franchisor,  Franchisee  shall have the right to terminate this
Agreement  by giving  Franchisor  notice at least one hundred  twenty (120) days
prior to any intended  termination  date.  During said period  Franchisee  shall
continue to maintain  complete  operations as if said notice had not been given.
Franchisee  shall fully  cooperate  with  Franchisor to expedite the transfer or
closing  of  said  business.  Such  notice  of  termination  shall  not  entitle
Franchisee to the return of any fees paid to Franchisor nor shall  Franchisee be
relieved of any debt,  duty or obligation  owing to Franchisor  arising from, or
related to, this  Agreement,  including,  but not limited to, the  obligation of
Franchisee pursuant to the sublease described in Section 5.01 hereof.

                                      -20-

<PAGE>

         SECTION 12.02.  In addition to any other rights  Franchisor may have to
terminate  this  Agreement,  Franchisor  shall  have the  right  and  option  to
terminate this Agreement upon the occurrence of any of the following:

         A. Failure of Franchisee to cure any breach or default of the terms and
conditions  of this  Agreement  within  five (5)  days  after  Franchisor  gives
Franchisee written notice of said breach or default. Provided,  however, if cure
of said  default or breach  cannot be  reasonably  accomplished  within five (5)
days,  Franchisee  shall be allowed such  additional  time, not to exceed twenty
(20) days, as reasonably necessary to accomplish said cure.

         B. The third  written  notice  within  any period of  twenty-four  (24)
months  to  Franchisee   by  Franchisor  of  any  breach  or  default,   whether
subsequently cured or not, of the terms and conditions of this Agreement.

         C. Unless otherwise prohibited by applicable law, if Franchisee becomes
insolvent or commits an act of bankruptcy, or makes a general assignment for the
benefit of  creditors,  or to an agent  authorized  to liquidate his property or
assets, or becomes or is adjudicated a bankrupt, or voluntarily files a petition
in bankruptcy or  reorganization,  or to effect a plan or other arrangement with
creditors,  or files an answer to the  creditor's  petition  or other  petitions
filed  against  him  (admitting  the  material   allegations   thereof)  for  an
adjudication,  or for  reorganization,  or to effect a plan or other arrangement
with  creditors,  or applies  for or suffers  the  appointment  of a receiver or
trustee  of any of his  assets  and  property,  or such  receiver  or trustee is
appointed  for any of his  property or assets,  and such  trustee or receiver so
appointed  is not  discharged  within  fifteen  (15) days  after the date of his
appointment,  or all or  substantially  all of the property of the Franchisee is
attached by the United States or any officer or instrumentality  thereof, and so
remains and continues for a period of fifteen (15) days, or a writ or warrant of
attachment,  or any  similar  process is issued by any court  against all or any
substantial  portion of the property or assets of the  Franchisee and such writ,
warrant of attachment,  or any similar  process is not released or bonded within
fifteen (15) days after entry or levy.

         D. Upon the closing of the  Franchisee's  business for a period of five
(5) or more  consecutive  days without  prior  approval in writing of Franchisor
except  for acts of God and  other  circumstances  clearly  beyond  Franchisee's
control.

         E. In the  event of any  material  breach  by  Franchisee  of any other
written agreement between Franchisor and Franchisee.

         F. In the event that  Franchisee,  or any  employee of  Franchisee,  is
convicted of a criminal  offense  relating to any act  committed on, or relating
to, the Subject Location.

         SECTION  12.03.   If  this  Agreement  is  terminated  for  any  reason
whatsoever,  Franchisor  shall have the  right,  without  obligation  and at the
expense of Franchisee, to

                                      -21-

<PAGE>

remove from the Subject Location all identification to an extent and in a manner
sufficient to remove therefrom all similarities to the appearance of a The Great
American BackRub location; and, in addition:

         A.  All  Franchisee's  rights  as  a  franchisee  shall  terminate  and
Franchisee will immediately thereafter cease to use by advertising or otherwise,
The Great American BackRub programs or any part thereof, or any forms,  systems,
slogans,  signs,  marks,  symbols,  or devices used in connection with The Great
American BackRub program,  including the name The Great American BackRub, or any
variation thereof, in any manner whatsoever,

         B.  Franchisee  will assist  Franchisor  in every way possible to bring
about  a  complete  and  effective  transfer  of the  business,  its  customers,
facilities, and services to Franchisor or its designee.

         C. Franchisee will pay all debts owing to Franchisor, including but not
limited to fees and rents, immediately upon termination.

         D. Franchisee will pay all creditors immediately upon termination.

         E. Franchisee  will return  immediately to Franchisor in good condition
all manuals  furnished by  Franchisor,  all  advertising  material,  stationery,
printed  forms,  and all  other  materials  relating  to the  operation  of this
franchise in his possession at the time of such termination.

         F. Franchisee shall relinquish and take all steps necessary to transfer
all  telephone  numbers,  listings  and  directory  advertising  relating to the
Subject Location or Franchisee's business into Franchisor's name.

         G.  Franchisee  will comply with all the  provisions of this  Agreement
relative to termination.

         SECTION  12.04.  In the event of the  termination of this Agreement for
any reason,  Franchisor shall  repurchase from Franchisee,  and Franchisee shall
sell to Franchisor, all usable merchandise bearing Franchisor's name or the name
"The Great American BackRub," or any variation  thereof.  Said merchandise shall
be purchased at the then current wholesale price.

         SECTION  12.05.  Written  notice  of any  breach  or  default  of  this
Agreement  shall be personally  served on Franchisee  or sent,  certified  mail,
return  receipt  requested to the address set forth in Section 14.07 hereof,  or
such address as Franchisee may hereafter designate in writing to Franchisor.  If
said notice is served by mail,  it shall be deemed  served on the earlier of the
date delivered to the intended address or three (3) days after mailing.

         Notwithstanding the above, all written notices and reports permitted or
required to be delivered by the provisions of this Agreement  shall be deemed so
delivered at the time

                                      -22-

<PAGE>
delivered  by hand,  or one (1)  business  day after  sending  by  facsimile  or
comparable  electronic  system or two (2)  business  days after  deposited  with
Federal Express or a comparable  overnight courier company or three (3) business
days after being placed in the U.S. mail by Registered or Certified Mail, return
receipt requested, postage prepaid, and addressed to the party to be notified at
its most current  principal  business  address of which the notifying  party has
been notified.

         SECTION 12.06.  In the event said notice  specifies  that  Franchisee's
default  or  breach  constitutes  a  non-curable  breach  under  the  terms  and
conditions  hereof,  this Agreement,  and Franchisee's  rights hereunder,  shall
terminate ten (10) days following service of said notice.

         SECTION 12.07. Except as provided in Section 12.08 of this Article, all
controversies,  disputes or claims arising between  Franchisor and Franchisee in
connection  with,  arising  from,  or with respect to: (1) any provision of this
Agreement or any other related  agreement;  (2) the  relationship of the parties
hereto;  (3) the validity of this Agreement or any other related  agreement,  or
any provision thereof; or (4) any specification, standard or operating procedure
relating to the  establishment  or operation of the  franchised  business  which
shall not be resolved  within  fifteen (15) days after either party shall notify
the other in writing of such controversy,  dispute or claim,  shall be submitted
for  arbitration  to the New York,  New York office of the American  Arbitration
Association on demand of either party.  Such  arbitration  proceedings  shall be
conducted in New York, New York, except that for Franchisees located outside New
York,  arbitration  will be conducted in the state where the Subject Location is
located. Except as otherwise provided in this Agreement, arbitration proceedings
shall be conducted in accordance  with the then current  Commercial  Arbitration
Rules of the American  Arbitration  Association.  The arbitrator  shall have the
right to award or include in his award any relief  which he deems  proper in the
circumstances,  including  without  limitation,  money damages (with interest on
unpaid amounts from date due),  specific  performance and injunctive relief. The
award and decision of the  arbitrator  shall be conclusive  and binding upon all
parties  hereto  and  judgment  upon the  award may be  entered  in any court of
competent  jurisdiction.  The parties acknowledge and agree that any arbitration
award may be  enforced  against  either or both of them in a court of  competent
jurisdiction and each waives any right to contest the validity or enforceability
of such award.  The parties  further  agree to be bound by the  provision of any
statute of limitations  which would be otherwise  applicable to the controversy,
dispute or claim which is the subject of any  arbitration  proceeding  initiated
hereunder.  Without limiting the foregoing, the parties shall be entitled in any
such  arbitration  proceeding  to the entry of an order by a court of  competent
jurisdiction  pursuant to an opinion of the arbitrator for specific  performance
of any of the  requirements of this Agreement.  This provision shall continue in
full  force  and  effect  subsequent  to  and   notwithstanding   expiration  or
termination of this Agreement.

         SECTION 12.08.  The rights of Franchisor  and Franchisee  hereunder are
cumulative  and no exercise or  enforcement  by  Franchisor or Franchisee of any
right or  remedy  hereunder  shall  preclude  the  exercise  or  enforcement  by
Franchisor  or  Franchisee  of any  other  right or  remedy  hereunder  or which
Franchisor or Franchisee is entitled by law to enforce.

                                      -23-

<PAGE>

         SECTION 12.09.  Notwithstanding  the provisions of Section 12.07 above,
Franchisor shall have the right to enforce by judicial process any rights it may
have to  possession  of the Subject  Location  under any lease or sublease  with
Franchisee.  Further,  Franchisee agrees that Franchisor shall have the right to
seek  preliminary  injunctive  relief to restrain  conduct by  Franchisee in the
development or operation of the franchise  herein granted that could  materially
damage the  goodwill  associated  with any of  Franchisor's  proprietary  rights
and/or  marks  or  any  The  Great  American  BackRub  location,  provided  that
Franchisor agrees to arbitrate any such dispute concurrently with and subsequent
to the grant or  denial  of such  preliminary  injunctive  relief,  and the sole
remedy of Franchisee,  in the event of entry of a preliminary injunction,  shall
be the dissolution of such  injunction,  if warranted upon hearing duly had (all
claims for damages by reason of the  wrongful  issuance  of any such  injunction
being expressly waived hereby).

         SECTION 12.10.  If a claim for amounts owed by Franchisee to Franchisor
or any of its affiliates is asserted in any judicial or arbitration  proceeding,
or if  Franchisor  or  Franchisee  is required to enforce  this  Agreement  in a
judicial or  arbitration  proceeding,  the party  prevailing in such  proceeding
shall be entitled to reimbursement of its costs and expenses, including, but not
limited to, reasonable  accounting fees,  attorneys fees and arbitrator's  fees.
Attorneys'  fees shall  include,  without  limitation,  reasonable  legal  fees,
whether  incurred prior to, or in preparation for or contemplation of the filing
of any written demand or any claim, action, hearing or proceeding to enforce the
obligations of Franchisor  under this  Agreement or any other related  agreement
between the parties.

         SECTION 12.11. Pending a decision of said arbitration  proceeding,  the
franchise herein granted shall, at the sole option of Franchisor, be operated by
Franchisor,  who shall have sole authority as to the operation of said business.
Franchisor shall deposit all revenues from the operation of said business,  less
normal operating expenses, including but not limited to rent, employee wages and
benefits, reasonable merchandise purchases, utilities, taxes and insurance, in a
separate  account.  The  balance of said trust  account  shall be subject to the
decision of said  arbitration  proceeding  and, if said balance,  or any portion
thereof, is awarded to Franchisee, Franchisee shall be entitled to an accounting
of all funds received and disbursed.

                                    LICENSES
                                   ARTICLE 13

         SECTION  13.01.  In the  event  that any  license,  permit  or  similar
governmental  approval is required by the appropriate  authorities of the state,
county or city in which the franchise herein granted will be operated, then this
Agreement is contingent  upon the Franchisee  securing such license.  Franchisee
agrees to make due and diligent application for such license and shall cooperate
with the authorities in connection with such license  application.  In the event
after such due and diligent  application the Franchisee is unable to secure said
license(s)  within  thirty  (30)  days  following  the  effective  date  hereof,
Franchisee  shall give written  notice to  Franchisor  by certified  mail of his
inability to secure such a

                                      -24-

<PAGE>

license.  Upon  expiration of ten (10) days from date of receipt of such notice,
this Agreement shall be deemed null and void and have no further effect.  Except
for such training fees paid pursuant to Section 4.04,  all moneys paid hereunder
by  the  Franchisee  to  Franchisor  shall  be  refunded.  All  sums  due to the
Franchisee  after deducting  appropriate  charges,  shall be returned within ten
(10) days after receipt of such termination  notice.  Franchisee  agrees that he
will make immediate  application to the proper authorities of the State in which
the Subject Location is located to obtain such licenses and shall diligently and
in  good  faith  do all  such  things  as may be  necessary  for  that  purpose.
Franchisee  represents  that he has no  knowledge  or reason to  believe  that a
license would not be granted to him on proper application.

         SECTION 13.02.  In the event that during the term of this Agreement any
license,  permit or other approval  described in Section 13.01 immediately above
is revoked,  suspended,  or  terminated,  or  Franchisee's  right to operate the
franchise  is  terminated  or  suspended,  Franchisor  shall  have the  right to
terminate this Agreement upon ten (10) days written notice to Franchisee.


                                  MISCELLANEOUS
                                   ARTICLE 14

         SECTION 14.01. The waiver of Franchisor of any breach or default by the
Franchisee  shall not  affect or impair  Franchisor's  right in  respect  to any
subsequent  default  of the same or a  different  kind.  Nor  shall any delay or
omission of Franchisor to exercise any right arising from any default  affect or
impair Franchisor's right as to the same or any future default.

         SECTION  14.02.  This  Agreement  shall be governed by and construed in
accordance  with the laws of or applicable to the State of New York, as amended;
except that for franchises located outside of New York, the laws of the state in
which the Subject Location is located will apply.

         SECTION 14.03.  All terms and words used in this Agreement,  regardless
of the number and gender in which they are used,  shall be deemed and  construed
to  include  any  other  number,  singular  or  plural,  and any  other  gender,
masculine,  feminine or neuter, as the context or sense of this Agreement or any
paragraph or clause herein may require, the same as if such words had been fully
and properly written in the number and gender.

         SECTION  14.04.  This Agreement and the  lease/sublease  referred to in
Section 5.01 hereof, contains the entire agreement of the parties and supersedes
all prior negotiations,  representations,  inducements, promises, or agreements,
oral or otherwise.  Franchisee  acknowledges  that  Franchisor  has not made any
representations, promises, or inducements, not embodied herein.

                                      -25-

<PAGE>

         SECTION  14.05.  Should  any part of this  Agreement  for any reason be
declared  invalid,  such decision shall not affect the validity of any remaining
portion,  which  remaining  portion  shall remain in force and effect as if this
agreement had been executed with the individual portion thereof eliminated,  and
it is hereby  declared the intention of the parties  hereto that they would have
entered into this agreement notwithstanding the invalid portion hereof.

         SECTION 14.06.  Should either party to this Agreement  institute  legal
action for the  enforcement of any provision of this  Agreement,  the prevailing
party in said  action  shall be entitled  to, in  addition to any other  relief,
reasonable attorneys' fees and costs.

         SECTION 14.07. All notices and reports to Franchisor or Franchisee,  if
not personally  served,  shall be deemed so delivered one (1) business day after
sending by facsimile or comparable  electronic  system, or two (2) business days
after deposit with Federal Express or a comparable overnight courier company, or
three (3) business  days after being placed in the U.S.  mail by  Registered  or
Certified  Mail,  return  receipt  requested.  All notices shall be sent postage
prepaid and addressed to the respective party as follows, or as either party may
from time to time designate in writing.

                Franchisor:                    Franchisee:

 The Great American BackRub Store, Inc.        10241 S.W. 136th St.
 425 Madison Avenue, Suite 605                 Miami, FL 33176
 New York, NY  10017

         SECTION  14.08.  This  Agreement  may be modified or amended  only by a
written document of equal dignity.

         SECTION 14.09.  This Agreement  shall be binding on the parties,  their
heirs, executors, personal representatives, successors or assigns.

         SECTION  14.10.  To the extent that  Section  2.06,  Section  2.08,  or
Section 9.03(9) is deemed unenforceable by virtue of its scope in terms of area,
business activity prohibited,  or length of time, but may be made enforceable by
reductions  of any or all thereof,  Franchisee  and  Franchisor  agree that same
shall be enforced to the fullest  extent  permissible  under the laws and public
policies applied in the jurisdiction in which enforcement is sought.

         SECTION 14.11. This Agreement is executed in duplicate  originals,  any
one of which may be  introduced  into  evidence  as  conclusive  of the  content
thereof.




                                      -26-

<PAGE>

         IN WITNESS  WHEREOF the parties hereto have entered into this Agreement
this 19th day of November, 1996, at New York, New York.



"Franchisor"                                 "Franchisee"

THE GREAT AMERICAN BACKRUB STORE, INC.       ROOSEVELT FIELD PARTNERS, LLC
a New York Corporation


By: /s/ Terrance C. Murray                   By: /s/ Illegible
    ----------------------                       ------------------
        Terrance C. Murray                           Illegible
Title: CEO

                                      -27-

<PAGE>
                                STATE OF NEW YORK

                 ADDENDUM ATTACHED TO AND FORMING A PART OF THE
                               FRANCHISE AGREEMENT
        BETWEEN THE GREAT AMERICAN BACKRUB STORE, INC. AS FRANCHISOR, AND
                 ROOSEVELT FIELD PARTNERS, LLC, AS FRANCHISEE,
                             DATED NOVEMBER 19, 1996

1.       Section 3.04 of the Franchise Agreement is the same as written with the
         following addition:

         provided,  however,  that all rights  enjoyed by the Franchisee and any
         causes of action arising in its favor from the provisions of Article 33
         of the  General  Business  Law of New York  State  and the  regulations
         issued  thereunder  shall remain in force;  it being the intent of this
         proviso that the  non-waiver  provisions of Sections 687.4 and 687.5 of
         the General Business Law of New York State be satisfied.

2.       Section 9.03(7) of the Franchise  Agreement is the same as written with
         the following addition:

         provided,  however,  that all rights  enjoyed by the Franchisee and any
         causes of action arising in its favor from the provisions of Article 33
         of the  General  Business  Law of New York  State  and the  regulations
         issued  thereunder  shall remain in force;  it being the intent of this
         proviso that the  non-waiver  provisions of Sections 687.4 and 687.5 of
         the General Business Law of New York State be satisfied.

         Except as specifically  modified herein,  the Agreement shall remain in
full force and effect as written.

         IN WITNESS WHEREOF,  the parties hereto have executed this Rider to the
Franchise Agreement on the date stated.

                                        THE GREAT AMERICAN BACKRUB STORE, INC.


                                        By: /s/ Terrance C. Murray
                                            ----------------------------
                                                Terrance C. Murray
                                        Title:  CEO


                                         /s/ Illegible
                                         -------------------------------
                                         Franchisee


                                         -------------------------------
                                         Franchisee

                                      -28-