LICENSE
AGREEMENT

      


      This
Software License Agreement ("Agreement") is made and effective the date of
purchase by and between Franchise 123, Inc. ("Franchise123, Inc.") and 
purchaser ("Licensee"). Franchise 123, Inc. has developed and licenses to
users its software and consulting marketed under the name Franchise123, Inc.,
dba. Frandocs, Experts In Franchising®, Franchise Your Business Programs (the
"Software").

      


      Licensee
desires to utilize a copy of the Software.

      


      NOW,
THEREFORE, in consideration of the mutual promises set forth herein,
Franchise123, Inc. and Licensee agree as follows:

      


      1.         License.         Franchise123,
Inc. hereby grants to Licensee a  non-exclusive, limited license to use the
Software for the named business on licensee's Invoice only, as set forth in this
Agreement.

      


      2.         Restrictions.     
Licensee shall not license or sublicense the Software, or transfer or convey the
Software or any right in the Software to anyone else without the prior written
consent of Franchise123, Inc.

      


      Licensee
shall only use the software to develop a single franchise program for the named
business on licensee's invoice only.

      


      3.         Fee.     In
consideration for the grant of the license and the use of the Software, Licensee
agrees to pay Franchise123, Inc. the Software Fee. The warranty does not allow
for a refund for the purchase of the software.

      


      4.         Warranty
of Title.         Franchise123,
Inc. hereby represents and warrants to Licensee that Franchise123, Inc. is the
owner of the Software and has the right to grant to Licensee the rights set
forth in this Agreement. 

      


        
         In the event of any breach
or threatened breach of the foregoing representation and warranty, Licensee's
sole remedy shall be to require Franchise123, Inc. to replace the Software
functionality that does not cause any breach. Obligation for payment of the
license fee shall be made prior to delivery of the Software or on terms set
forth by Franchise123, Inc, described in the program and is
non-refundable.

      


      5.         Warranty
of Functionality. The warranty does not allow for a refund for the purchase
of the software.

      


      6.         Payment.         Payment
of the license fee shall be made prior to delivery of the Software and is
non-refundable. Purchaser hereby agrees to make full payment on any products
purchased on a time payment basis whether a credit card used is able to be
charged or not. If on a time payment basis then ongoing payments are the
responsibility of purchaser and purchaser's company irregardless of the amount
of credit available on the credit card. The warranty does not allow for a refund
for the purchase of the software.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      If
Franchise123, Inc., the copyright owner, brings a civil action against you non
payment or illegal distribution of the software, then Franchise123, Inc. can
seek to stop you from using its software immediately and can also request
monetary damages. The copyright owner may then choose between actual damages,
which includes the amount it has lost because of your infringement as well as
any profits attributable to the infringement, and statutory damages, which can
be as much as $150,000 for each program copied illegally. In addition, the
government can criminally prosecute you for copyright infringement. If
convicted, you can be fined up to $250,000, or sentenced to jail for up to five
years, or both.

      


      7.         Taxes. In
addition to all other amounts due hereunder, Licensee shall also pay to
Franchise123, Inc., or reimburse Franchise123, Inc. as appropriate, all amounts
due for sales, use, excise taxes or other taxes.

      


      8.         Warranty
Disclaimer.

      


      Franchise123,
Inc.'s WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE
WARRANTY DOES NOT ALLOW FOR A REFUND FOR THE PURCHASE OF THE
SOFTWARE.

      


      9.         Limitation
of Liability.         Franchise123,
Inc. shall not be responsible for, and shall not pay, any amount of incidental,
consequential or other indirect damages, whether based on lost revenue or
otherwise, regardless of whether Franchise123, Inc. was advised of the
possibility of such losses in advance.  In no event shall Franchise123,
Inc.'s liability hereunder exceed the amount of license fees paid by Licensee,
regardless of whether Licensee's claim is based on contract, tort, strict
liability, product liability or otherwise.

      


      10.       Notice.         Any
notice required by this Agreement or given in connection with it, shall be in
writing and shall be given to the appropriate party by personal delivery or by
certified mail, postage prepaid, or recognized overnight delivery
services. 

      


      
        	
                If
      to Franchise123, Inc.:

              	 
      	
                Franchise
      123, Inc.

              
	 
      	 
      	
                P.O.
      Box 149

              
	 
      	 
      	
                Islamorada,
      Florida 33036

              
	 
      	 
      	 
      
	
                If
      to Licensee:

              	 
      	
                At
      Licensee's business and/or home
address

              


      

      


      11.       Governing
Law.         This Agreement shall
be construed and enforced in accordance with the laws of the state of 
Florida, United  States of  America and that any dispute shall have
venue in Palm Beach, County Florida under the laws of the State of Florida,
United States of America.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      12. 
No Assignment.  Neither this Agreement nor any interest in this Agreement
may be assigned by Licensee without the prior express written approval of
Franchise123, Inc.

      


      13. 
Final Agreement.          
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof.  This Agreement may be modified only by a
further writing that is duly executed by both parties.

      


      14. 
Severability.          If any
term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.

      


      15. 
Headings.            
Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.

      


      IN
WITNESS WHEREOF, Franchise123, Inc. and Licensee have agreed to Software License
Agreement on the day and year purchased and do agree to the terms and conditions
of this license and licensee by purchasing the software license agrees that the
warranty does not allow for a refund for the purchase of the
software.*

      


      
        
           

        

        
          3