In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Input: Consider Input: Exhibit 16.1

                               AUTOMOTIVE REFINISH                               DISTRIBUTOR AGREEMENT                                    (P.R.China)

THIS AGREEMENT, made as of the 1st day of December, (the Effective Date) by and between:

PPG Paints Trading (Shanghai) Co Ltd hereinafter referred to as (PPG Shanghai)

Address                    :        Suite 2512, 5th Floor                                     No. 2 Xin Kang Building, 28 Jia Feng Road                                     Wai Gao Qiao Free Trade Zone                                     Shanghai, P. R. China

Tel.                       :        (86-21) 6291 3500

Fax                        :        (86-21) 6291 2100

Business liscence no.      :        0537762

Legal representative       :        Viktoras R. Sekmakas and

NeoMedia Micro Paint Repair hereinafter referred to as (DISTRIBUTOR)

Address                    :        2201 Second Street, Suite 600                                     Ft. Myers, Florida, 33901

Tel.                       :        239-337-3434

Fax                        :        239-337-3668

Business licence no.       :        2648151

Legal representative       :        Charles T. Jensen

WITNESSETH:

WHEREAS:

A.       PPG SHANGHAI desires DISTRIBUTOR to market and sell PPG's Deltron and          ACS brand products, as hereinafter defined in Section 2 (the          Products), to the repair chain shops in P.R.China as listed on          Appendix 4 (the Territory);

B.       DISTRIBUTOR has the means to market Products in the Territory. As soon          as Distributor's China subsidary, NeoMeida Micro Paint Repair China, a          Wholley Foreign Owned Enterprise (WFOE) registered under the Chinese          laws and regulations, will be established, this title of Distributor          will be automatically switched to the WFOE.

C.       PPG SHANGHAI desires to appoint DISTRIBUTOR as a PPG SHANGHAI          distributor in the Territory and DISTRIBUTOR desires to be such          distributor; and

D.       Accordingly, PPG SHANGHAI and DISTRIBUTOR have reached an agreement as          hereinafter set forth.

In consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:

1.       APPOINTMENT

1.1      PPG SHANGHAI does hereby appoint DISTRIBUTOR to distribute in the          Territory the Products (as defined in paragraph 2, below) upon the          terms and conditions hereinafter set forth. DISTRIBUTOR does hereby          accept such appointment.

1.2      It is agreed that such appointment is nonexclusive and PPG SHANGHAI          may, without obligation to pay DISTRIBUTOR any commission or other          compensation, make direct sales of Products to other customers in the          Territory and/or appoint additional distributors of Products in the          Territory. During the term of this Agreement, DISTRIBUTOR shall have          the exclusive right for selling the Products to Beijing Sino-US Jinche          Yingang Auto Technological Services Limited (the Auto Center). PPG          Shanghai or any of its direct or indirect affiliates shall not sell any          of its products directly to the Auto Center or to any of the Auto          Center's affiliates in China or throughout the world, unless PPG          Shanghai obtains Distributor's written approval. It is understood and          agreed that as used herein the term PPG shall mean PPG Industries          Inc. and/or one or more affiliated companies of PPG Industries Inc. as          the context may require.

1.3      Notwithstanding anything to the contrary in this Section 1, PPG          SHANGHAI may also sell Products to any person or entity located outside          the Territory without being obligated to consider whether such Products          may be resold in the Territory. DISTRIBUTOR shall not be entitled to          any commission or other compensation in such event.





1.4      Deleted.

1.5      DISTRIBUTOR warrants that it will not handle any counterfeit,          passing-off products or products other than those purchased directly          from PPG SHANGHAI.

1.6      DISTRIBUTOR warrants and represents that it is a corporation duly          organized, validly existing, and in good standing under the applicable          laws, that it has full legal right, power, and authority to enter into          this Agreement and to consummate or cause to be consummated all of the          transactions contemplated hereby, and that the execution, delivery,          and/or performance of this Agreement do not or will not conflict with          or result in a breach of any provision of any articles of incorporation          or by-laws, or any written undertaking to which it is a party or by          which it, or any of its assets, may be bound or affected, or result in          a violation of any law, regulation, order, or award of any authority or          body having jurisdiction over the assets and operations of it.

2.       PRODUCTS

2.1 The Products and subject matter of this Agreement shall be the products listed below manufactured and sold by PPG SHANGHAI or affiliated companies of PPG SHANGHAI. Additional Products may be added to or deleted from the list at the sole discretion of PPG SHANGHAI:

(a)      Global Deltron Refinish Products.

(b)      ACS Products.

(c)      Ancilliaries confirmed in writing for distribution by PPG SHANGHAI.

(d)      Mixing equipment and related accessories as approved and supplied by          PPG SHANGHAI.

(e)      Any other products as PPG SHANGHAI may launch from time to time, at its          absolute discretion.

2.2      Specific product codes for above category a, b, c, d, and e shall          reference PPG SHANGHAI Price List in effect as of January 1, 2005 on          Appendix 5.

3.       REPRESENTATIONS AND WARRANTIES BY DISTRIBUTOR

DISTRIBUTOR represents and warrants to PPG SHANGHAI that(pound)(0)

(a)      it is a business entity duly incorporated and registered and validly          existing under the relevant PRC laws and regulations;

(b)      it has been issued a valid business licence in its name by the relevant          local branch of the State Administration of Industry and Commerce, and          that business licence shall be valid within the duration of this          Agreement;

(c)      it is permitted to distribute chemical products pursuant to this          Agreement under its approved business scope;

(d)      it has a Dangerous Goods Business Permit Licence issued by the          appropriate local government;

(e)      it has the qualification of a general taxpayer and is able to issue          value added tax invoices;

(f)      it shall comply with all the relevant laws, regulations and permits,          which have jurisdiction over its business, in relation to the sale of          Products,

4.       DISTRIBUTOR'S RESPONSIBILITY

4.1      DISTRIBUTOR shall promote the sale of the Products in the Territory.          DISTRIBUTOR will conduct its operations in the Territory through          offices or agencies to be maintained by DISTRIBUTOR at its sole cost          and expense.

4.2      If DISTRIBUTOR sells or distributes the Products outside the Territory,          whether directly or indirectly through DISTRIBUTOR's cooperation or in          conjunction with other third parties, or to customers outside the          Territory without the prior knowledge and consent of PPG SHANGHAI, PPG          SHANGHAI shall have the right to terminate with immediate effect this          Agreement and any existing incentive arrangements between PPG SHANGHAI          and DISTRIBUTOR, whether entered into before or after the commencement          of the Agreement.

4.3      DISTRIBUTOR agrees to satisfy the annual and quarterly sale targets for          the Products set forth in Appendix 3 herein as mutually agreed to by          the parties hereof.

4.4      DISTRIBUTOR and PPG Shanghai shall be responsible for providing          technical support and after sale services to the Territory. PPG          Shanghai's responsibility under this Section 4.4 is defined in Section          8.

5.       PRICES AND TERMS





5.1      PPG SHANGHAI agrees that PPG SHANGHAI will sell and DISTRIBUTOR agrees          to buy the Products at the prices agreed to by the parties from time to          time and subject to the terms and conditions stated herein. The prices          in effect as of the Effective Date of the Agreement are set forth on          Appendix 5. The prices for the Products must be agreed upon by PPG          SHANGHAI at the time of PPG SHANGHAI's written acceptance of an order          hereunder. Unless otherwise agreed by PPG SHANGHAI in writing,          DISTRIBUTOR shall prepay all the invoiced amount in the currency and          manner as indicated by PPG Shanghai. DISTRIBUTOR shall be deemed to          complete its payment obligation upon full payment of the invoiced sum,          and such amount has been allocated into the account as directed by PPG          SHANGHAI. PPG SHANGHAI shall only have the obligation to deliver the          Products upon full and due payment.

5.2      PPG SHANGHAI reserves the right to adjust its selling prices based on          local market situation.

5.3      PPG SHANGHAI shall bear the cost of transportation from overseas to its          own warehouse, insurance and export / import duty for any Products to          be sold to Distributor hereunder. DISTRIBUTOR shall pick up the ordered          Products from PPG SHANGHAI by its own transport agency to its own          places at its own expenses.

6.       INTENT

It is the intent of this Agreement, and PPG SHANGHAI and DISTRIBUTOR agree, that:

(a)      no consignment shipments shall be made to DISTRIBUTOR;

(b)      DISTRIBUTOR is not authorized to sell the Products in any area outside          the Territory or to establish or operate a permanent establishment in          any country on behalf of PPG SHANGHAI;

(c)      DISTRIBUTOR shall take no action which would cause PPG SHANGHAI to be          classified or to be considered as doing business in any country under          the laws of any country, or which would cause PPG SHANGHAI to become          subject to the income tax, excess profits tax, corporation receipts          tax, or any other tax of any country;

(d)      DISTRIBUTOR has no authority to conclude contracts on behalf of or in          the name of PPG SHANGHAI;

(e)      DISTRIBUTOR shall hold PPG SHANGHAI harmless from any taxes or other          liability of any type, kind or nature, assessed against PPG SHANGHAI          because of DISTRIBUTOR taking any action prohibited by subparagraphs          (b), (c) and (d) above;

(f)      DISTRIBUTOR distributes the Products solely as an independent          contractor and is not a franchisee, employee, partner or agent of PPG          SHANGHAI and agrees not to represent the relationship as otherwise;

(g)      No fee or other mandatory consideration has been paid by DISTRIBUTOR to          PPG SHANGHAI for issuance of this Agreement.

8.       PPG SHANGHAI'S RESPONSIBILITIES

(a)      PPG SHANGHAI shall use reasonable commercial efforts to support          DISTRIBUTOR in its sale and marketing. PPG SHANGHAI shall provide its          assistance in sale by providing DISTRIBUTOR with its usual and newly          developed sale materials, samples and sale items from time to time          through its sale/technical representatives.

(b)      Upon request by DISTRIBUTOR, PPG SHANGHAI shall provide DISTRIBUTOR          with extra support by generally providing the relevant technique and          other manner of consultation in relation to sale and use of Products.

(c)      In pursuance to the reasonable request of DISTRIBUTOR, PPG SHANGHAI          shall arrange training for DISTRIBUTOR in accordance with the product          training generally provided by PPG SHANGHAI at its Training Centers or          other pre-agreed venues.

(d)      PPG SHANGHAI shall use reasonable commercial efforts to provide          forthwith DISTRIBUTOR with the quantity of Products ordered by it and          accepted by PPG SHANGHAI. The supplying responsibility of PPG SHANGHAI          shall be subject to the stock of the ordered products at the time when          DISTRIBUTOR's order is made with PPG SHANGHAI.

(e)      PPG SHANGHAI shall provide DISTRIBUTOR Quarterly and Annual Rebate as          listed in Appendix 3 if agreed targets are achieved on time.

9.       DISTRIBUTOR'S RESPONSIBILITIES

DISTRIBUTOR agrees that DISTRIBUTOR shall, use all reasonable efforts , do the following:

(a)      provide its customers with services regarding the Products, including          the safety and toxicological aspects of Products handling and ensure          that delivery to customers is made of technical information provided by          PPG SHANGHAI regarding Products, including the safety precautions and          toxicological aspects of Products handling;





(b)      maintain an adequate supply of Products to expedite customer deliveries          and give prompt and efficient service to its customers in the          Territory;

(c)      maintain knowledge of the market in the Territory and regularly          communicate such knowledge to PPG SHANGHAI;

(d)      be responsible that the labels for the Products meet all governmental          and all applicable laws of the Territory regulatory requirements and          comply with all applicable laws of the Territory;

(e)      provide to its customers, Product technical support and training and          ensure its customers maintain technical support and training to          end-users.

(f)      plan and develop promotional and advertising strategies to enhance PPG          SHANGHAI's image and sales value in the region.

(g)      Achieve agreed and signed sales target (Appendix 3).

10.      PPG SHANGHAI TRADEMARKS

10.1     PPG SHANGHAI represents that it has rights and interests in the          trademarks used on the Products, including, without limitation, the PPG          logo listed on Appendix 2 hereto which shall herein be collectively          referred to as the PPG Trademarks. PPG SHANGHAI hereby grants to          DISTRIBUTOR during the Term, subject to the terms and conditions          hereinafter specified, a limited, nonexclusive, nonassignable and          nontransferable right to use the PPG Trademarks in the Territory for or          in connection with its advertisement, promotion, sale and distribution          of Products. In connection with any use of the PPG Trademarks,          DISTRIBUTOR shall prominently indicate that DISTRIBUTOR is an          independent distributor for PPG SHANGHAI. DISTRIBUTOR's use shall be          subject to PPG SHANGHAI's approval and shall be limited to labels and          advertisements of the Products in the Territory and shall be at the          expense of DISTRIBUTOR. DISTRIBUTOR agrees to submit proposed uses of          the PPG Trademarks on labels to the Director of Automotive Refinish          (Asia Pacific region), or such other person as PPG SHANGHAI may          designate from time to time, for review and approval. DISTRIBUTOR          agrees that if it uses the PPG Trademarks on its labels and in its          advertisements, it shall only be in the form approved in writing by PPG          SHANGHAI. PPG SHANGHAI agrees that it will not unreasonably withhold          approval of any labels or advertising material submitted to it by          DISTRIBUTOR for approval and use pursuant to the provisions hereof.          DISTRIBUTOR will not seek to obtain any registration of any of the PPG          Trademarks. Upon termination of this Agreement, DISTRIBUTOR shall          forthwith cease all further use of the PPG Trademarks and shall destroy          all unused labels and advertisements containing the PPG Trademarks.          Thereafter, DISTRIBUTOR shall not use any PPG Trademarks or trade or          corporate names similar thereto.

10.2     DISTRIBUTOR acknowledges PPG SHANGHAI's exclusive right and interests          in relation to the PPG Trademarks and further acknowledges that all          copyrights, patent, utility model rights and all other industrial          property rights of whatever kind used in or in connection with the          Products are the sole and exclusive property of PPG SHANGHAI or PPG and          that DISTRIBUTOR will not, whether during the Term of this appointment          or after its expiry or termination, knowingly do or cause to be done          any act or thing directly or indirectly, contest or in any way impair          or attempting to impair PPG SHANGHAI or PPG's rights, titles or          interests in the PPG Trademarks.

10.3     DISTRIBUTOR shall not apply for registration of the PPG Trademarks in          the People's Republic of China or in any other countries.

11.      WARRANTY AND LIMITATION

11.1     PPG SHANGHAI warrants only its title to the Products and that the        &bbsp; Products will be as set forth in the warranty statement, if any, on the          Products' labeling or in the absence of any such warranty statement          that the Products will conform to PPG SHANGHAI's standard warranty when          they are taken from PPG SHANGHAI's warehouse by DISTRIUTOR or its          transport agent. DISTRIBUTOR is not authorized to make warranties or          representations on behalf of PPG SHANGHAI and shall make no such          warranties or representations. THESE ARE THE ONLY REPRESENTATIONS OR          WARRANTIES THAT PPG SHANGHAI MAKES, AND ALL OTHER EXPRESS OR IMPLIED          WARRANTIES UNDER STATUTE OR ARISING OTHERWISE IN LAW FROM A COURSE OF          DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY          OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE          DISCLAIMED BY PPG SHANGHAI. In the event that the Product fails to          conform to the warranties herein given, DISTRIBUTOR's exclusive remedy          and PPG SHANGHAI's sole responsibility is, at PPG SHANGHAI's option,          limited to the replacement of such nonconforming Product at PPG          SHANGHAI's expense or the refund of the purchase price attributable to          a specific delivery as to which a claim is made. For the avoidance of          doubt, PPG SHANGHAI hereby declares and represents that PPG SHANGHAI is          not responsible for any damage to the Products after they have been          taken away from PPG SHANGHAI's warehouse and caused by DISTRIBUTOR or          its transport agent.

11.2     It is PPG SHANGHAI's responsibility to ensure that mis-delivery of          Product is kept to the minimum. DISTRIBUTOR shall inspect the Products          within 48 hours upon delivery. In case of discrepancy found in Products





         delivered, DISTRIBUTOR shall report to PPG SHANGHAI in writing,          detailing all the discrepancies within 48 hours after delivery. PPG          SHANGHAI will not accept any claims for discrepancy in delivery beyond          the 48 hours period. If Products are found damaged upon delivery,          DISTRIBUTOR or its customers who directly receive the delivery shall          report to PPG SHANGHAI in writing within 48 hours. The necessary and          sufficient evidence (and photos) required for insurance claim must be          submitted altogether. None of the damaged Products shall be disposed of          until the claim is settled by the insurance company or PPG SHANGHAI.

11.3     DISTRIBUTOR assumes all responsibility, risk and liability arising from          (i) the unloading, discharge, storage, handling and use of the          Products, including use thereof alone or in combination with other          substances; (ii) the improper functioning or failure of unloading,          discharge, transportation or storage systems equipment used by          DISTRIBUTOR, whether furnished or recommended by PPG SHANGHAI or not;          and (iii) the failure to comply with laws, rules and regulations          governing unloading, discharge, storage, handling and use of the          Products.

12.      FORCE MAJEURE

PPG SHANGHAI's failure or inability to make, or DISTRIBUTOR's failure or inability to take, any delivery or deliveries when due, or the failure or inability of either party to effect timely performance of any other obligation required of it hereunder, if caused by force majeure as hereinafter defined, shall not constitute a default hereunder or subject the party affected by force majeure to any liability to the other; provided, however, that the party so affected shall promptly notify the other of the existence thereof and of its expected duration and the estimated effect thereof upon its ability to perform its obligations hereunder. Such party shall promptly notify the other party when such force majeure circumstance has ceased to affect its ability to perform its obligations hereunder. The quantity to be delivered hereunder shall be reduced to the extent of the deliveries omitted for such cause or causes, unless both parties agree that the total quantity to be delivered hereunder shall remain unchanged. For so long as its ability to perform hereunder is affected by such force majeure circumstance, PPG SHANGHAI may, at its option, elect to allocate its total production of Product among its various requirements therefor (e.g., manufacturing and sales) in such manner as PPG SHANGHAI deems practicable and which, in the opinion of PPG SHANGHAI, is fair and reasonable. During the time that PPG SHANGHAI is unable to make deliveries or otherwise perform, it shall not be obligated to procure, or to use its best efforts to procure, any quantity of Product sold hereunder from any alternate producer or supplier. As used herein, the term force majeure shall mean and include any act of God, nature or the public enemy, accident, explosion, operation malfunction or interruption, fire, storm, earthquake, flood, drought, perils of the sea, strikes, lockouts, labor disputes, riots, sabotage, embargo, war (whether or not declared and whether or not the United States of America is a participant), federal, state or municipal legal restriction or limitation or compliance therewith, inability to obtain export licenses, failure or delay of transportation, shortage of, or inability to obtain, raw materials, supplies, equipment, fuel, power, labor, or other operational necessity, interruption, or curtailment of power supply, or any other circumstance of a similar or different nature beyond the reasonable control of the party affected thereby. In this connection, a party shall not be required to resolve labor disputes or disputes with suppliers of raw materials, supplies, equipment, fuel or power, except in accordance with such party's business judgment as to its best interest.

13.      PRODUCT HANDLING

DISTRIBUTOR acknowledges that it has experience and expertise in handling and storing the Products, and that DISTRIBUTOR has the obligation to handle, store and distribute the Products safely and properly.

14.      PRODUCT SAFETY

PPG SHANGHAI and DISTRIBUTOR recognize the importance of product safety considerations and the need to protect persons and property against unsafe conditions that could occur from the improper use, transportation, storage, handling, distribution or disposal of the Products sold hereunder. PPG SHANGHAI and DISTRIBUTOR will follow PPG's Responsible Care(R) Distributor Guidelines as set forth in the attached Appendix I (Responsible Care(R) is a registered trademark in the United States of the American Chemistry Council ). Accordingly, PPG SHANGHAI will furnish certain information to DISTRIBUTOR regarding product safety and handling aspects of the Products, and DISTRIBUTOR, in addition to its independent responsibility to obtain and implement a product safety program regarding the Products, will implement and conform to PPG SHANGHAI's product safety recommendations and Responsible Care(R) Distributor Guidelines, DISTRIBUTOR will also provide its customers, employees and other third parties foreseeably exposed to the Products with appropriate warnings, advice and other material regarding the Products, including all product safety and handling material provided by PPG SHANGHAI, and will ensure that the Products are used, stored, handled, distributed, transported and disposed of in a manner consistent with all of the above recommendations.

15.      PRODUCT DISCONTINUANCE

DISTRIBUTOR acknowledges that it has express notice that PPG or PPG SHANGHAI may at any time discontinue the production and/or sale of any of the Products. If PPG or PPG SHANGHAI does discontinue the production and/or sale of any of the Products, this Agreement shall automatically terminate with respect to such discontinued Product, and DISTRIBUTOR shall not be entitled to claim or receive





from PPG or PPG SHANGHAI any compensation, reimbursement or damages of any nature as a result (direct or indirect) of PPG or PPG SHANGHAI's discontinuance of the production and/or sale of the affected Product.

16.      LIMITATION OF DAMAGES

Notwithstanding the provisions of any law, rule, or regulation to the contrary, on the termination of this Agreement for any cause whatsoever, DISTRIBUTOR shall not be entitled to claim or receive from PPG SHANGHAI any compensation, reimbursement, or damages on account of any expenditure or commitment of any kind in connection with its business or on account of goodwill or on account of loss of prospective profits or otherwise. In no event shall PPG SHANGHAI be liable for consequential damages.

17.      BUSINESS CONDUCT

17.1     In the performance of its responsibilities pursuant to this Agreement,          DISTRIBUTOR agrees to make every effort to operate as a good,          responsible and ethical corporate entity in the Territory and will          comply with the laws of the Territory, the applicable laws of the          United States of America and the countries of origin of the Products.          DISTRIBUTOR further agrees that it will not, in connection with this          Agreement or its performance hereunder, directly or indirectly offer,          pay, promise to pay or authorize the payment of any money or thing of          value to any employee of a customer or to any government official or to          any person,

         (a)      to improperly or unlawfully influence any act or decision of                   such customer employee or governmental official, including a                   decision to fail to perform his/her official functions, or

         (b)      to induce such customer employee or government official to use                   his/her influence with the customer or the government (or                   instrumentality thereof), respectively, to affect or influence                   any act or decision of such customer or government (or                   instrumentality), in order to assist PPG SHANGHAI or                   DISTRIBUTOR in obtaining or retaining business or directing                   business to any other party. As used in this Section, the term                   government official means any officer or employee of any                   government or any department, agency, instrumentality or                   wholly-owned corporation thereof, or any person acting in an                   official capacity for or on behalf of any such government or                   department, agency, instrumentality or wholly-owned                   corporation thereof, or any candidate for political office.

17.2     DISTRIBUTOR agrees to notify PPG SHANGHAI immediately of any          solicitation, demand or other request for anything of value, by or on          behalf of any employee of a customer, government official or employee          of any government which is directed to itself or to PPG SHANGHAI          related to the sale and/or service of the Products.

17.3     DISTRIBUTOR agrees to require any sub-distributor or other person which          it hires or engages to assist in the performance of this Agreement to          comply with the provisions of this Section 17.

18.      TERM OF AGREEMENT

18.1     The term of this Agreement (the Term) shall commence on the date          first above written and shall terminate on 31 December 2006, unless          sooner terminated in accordance with the provisions hereof.

18.2     The parties hereof intend to form a long-term relationship. To this          end, if both parties wish to renew this Agreement, the parties shall          agree on such intention in writing at least thirty(30) days before the          expiry of the current Term of the Agreement. The parties shall agree on          the terms and conditions of the renewal, and enter into a new agreement          within sixty(60) days from the expiry of this Agreement. During this          sixty(60) days period, both parties shall continue to perform their          respective obligation under the same terms and conditions of this          Agreement.

18.3     In the event that there is no written notice issued by either party to          show the intention to renew this Agreement in the said thirty(30) days          before the expiry of the current Term of the Agreement, the Agreement          shall terminate at the end of the said thirty(30) days. In the event          that such a notice of intention to renew is issued, but the parties are          not able to enter into a new agreement within that sixty(60) days from          the expiry of this Agreement, this Agreement shall terminate at the end          of the said sixty(60) days.

19.      DEFAULT AND TERMINATION

19.1     If either party be in default with respect to any of the terms or          conditions of this Agreement, including, without limitation,          DISTRIBUTOR's failure to pay any invoice of PPG SHANGHAI in accordance          with its terms, and if it fails to correct such default or failure          within ten (10) business days following written notice thereof from the          other, the party serving such notice may, without prejudice to any          other right or remedy, defer further performance hereunder until such          default be remedied or terminate this Agreement by written notice to          the other, and the same shall terminate immediately upon the giving of          such notice.





19.2     PPG SHANGHAI shall have the right to terminate this Agreement and/or          suspend its performance hereunder immediately upon giving notice to          DISTRIBUTOR, which termination shall be effective upon receipt of          notice, if any one of the following occurs: (i) DISTRIBUTOR engages in          fraudulent conduct in its dealings with PPG SHANGHAI or the Products;          (ii) DISTRIBUTOR, or any principal owner of DISTRIBUTOR, is convicted          of a crime which, in PPG SHANGHAI's reasonable judgment, may adversely          affect the goodwill or interest of DISTRIBUTOR or of PPG SHANGHAI;          (iii) DISTRIBUTOR becomes insolvent, assigns or attempts to assign its          business assets for the benefit of creditors, institutes or has          instituted against it proceedings in bankruptcy, or dissolves or          liquidates the business of DISTRIBUTOR; or (iv) the business licence of          DISTRIBUTOR is cancelled by the State Administration of Industry and          Commerce.

20.      DISPUTE RESOLUTION

20.1     All disputes, controversies and claims arising from or incidental to          this Agreement shall be resolved by both parties through friendly          consultation. If no resolution can be reached within thirty (30) days          following the date on which one party informed the other party his          intention to refer the disputes, controversies and claims for          arbitration, such disputes, controversies and claims shall be referred          to the China International Economic and Trade Arbitration Committee          (Arbitration Committee) for a final and binding arbitration in          pursuance to the arbitration rules which is effective on the date          hereof.

20.2     The venue of arbitration shall be in Shanghai or Beijing, China (to be          decided by PPG SHANGHAI).

20.3     The arbitration shall be conducted in English and Chinese.

20.4     There shall be three arbitrators. Each of PPG SHANGHAI and DISTRIBUTOR          shall select one; the chief arbitrator shall be selected by the first          two arbitrators, provided that where the first two arbitrators are not          able to agree on the appointment of the chief arbitrator within ten          (10) days of the later of their appointments, the chief arbitrator          shall be selected by the chairman of the Arbitration Committee.

20.5     The chief arbitrator shall not be a PRC national or a national of the          United States.

20.6     The arbitration award shall be final and binding on both parties. Each          party agree to be bound by the arbitration award. The arbitration fees          and enforcement costs (including witness fees and reasonable legal          fees) shall be borne by the losing party unless provided otherwise in          the arbitration award.

20.7     During the occurrence of the dispute and the arbitration, other than          the issues in dispute, each party shall continuously exercise its          undisturbed rights and discharge its undisturbed obligations under this          agreement.

21.      GOVERNING LAW

The validity, construction, and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the People's Republic of China.

22.      LANGUAGE AND COUNTERPART

         This Agreement shall be executed in two (2) counterparts of the Chinese          language text.

23.      ENTIRE AGREEMENT

This writing, including all documents attached to and/or referenced herein, constitutes the entire agreement between PPG SHANGHAI and DISTRIBUTOR regarding the subject matter hereof, terminating and superseding any prior agreements relating to the subject matter hereof, and there are no understandings, representations, or warranties of any kind except as expressly set forth herein. No modification, amendment or change in this Agreement or addition hereto shall be effective or binding on either of the parties hereto unless set forth in a writing which specifically references this Agreement and is executed by the respective duly authorized representatives of PPG SHANGHAI and DISTRIBUTOR and, if required, upon approval by competent governmental authorities, and no modifications shall be effected by any DISTRIBUTOR purchase order forms or other documents containing terms or conditions at variance with or in addition to those in this Agreement.

IN WITNESS WHEREOF, PPG SHANGHAI and DISTRIBUTOR have executed this Distributor Agreement effective the day, month, and year first above written.

Witness:                                 PPG Paints Trading (Shanghai) Co., Ltd.





/s/ Ju dian                              By: /s/ Yuen Kit Yeg, Pauline ----------------------------                 ------------------------------                                          Name: Yuen Kit Yeg, Pauline                                                ----------------------------                                          Title: General Manager                                                 ---------------------------

Witness:                                 [DISTRIBUTOR]

/s/ Paul Grzebielucha                    By /s/ Charles T. Jensen ----------------------------                -------------------------------                                          Name: Charles T. Jensen                                                ----------------------------                                          Title: CEO                                                 ---------------------------

Output: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?


Input: Consider Input: Exhibit 10.1 NOTE: Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. MASTER JOINT DEVELOPMENT AGREEMENT This Master Joint Development Agreement (Agreement) is between iBio Inc., a Public corporation, with a location at iBio Inc., 600 Madison Ave, Suite 01601 NY, NY 10022-1735 and Beijing CC-Pharming Ltd. of Beijing, China (CC-Pharming), a Chinese Corporation with a location at Shunyi District, Beijing, China, 101312, each of the foregoing being individually referred to as a Party and collectively as the Parties. WHEREAS, iBio and CC-Pharming wish to establish a long-term working relationship for various joint research and development projects (Projects) related to the development of various products, with the work for each Project to be described in a separate Statement of Work (SOW) agreed by the Parties; WHEREAS, iBio has developed and owns proprietary technology used to produce proteins using proprietary vector systems that support transient gene expression and protein production in plants, and iBio has developed and/or acquired additional proprietary biopharmaceutical technology, cGMP manufacturing expertise (iBio's Technology), and a facility design team that provides capabilities for application to the development of biotherapeutics; and WHEREAS, iBio and CC-Pharming, wish to develop one or more biopharmaceuticals Product(s) (each a Product) based on iBio's proprietary and patented plant-based protein production technology and know-how; WHEREAS, iBio and CC-Pharming wish to develop a long-term, mutually beneficial relationship for the production and sale of biopharmaceuticals in China and to form a collaborative business venture to be majority owned and controlled by CC-Pharming and minority owned by iBio; and NOW, THEREFORE, for good and valuable consideration as stated herein, the sufficiency of which is hereby expressly acknowledged by each Party, iBio and CC-Pharming agree as follows: 1.0 Limited Technology License 1.1 iBio hereby grants to CC-Pharming for the term of this Agreement, a nonexclusive, non- assignable, non-sublicensable, limited right and license to use iBio's Technology in order to manufacture, process, prepare, and obtain regulatory approval for the development and production of Product(s) and work to be performed under this Agreement. Each Product will be set forth in a separate Statement of Work in the form set forth in Appendix A, which will be signed by representatives of each Party with signing authority. Each phase of the project(s) will be subject to the terms and conditions set forth in this Agreement unless otherwise provided for or in a Statement of Work (SOW), including but not limited to project purpose, project phases, and a project budget.

Master Joint Development Agreement iBio CC-Pharming Page 1 of 12

Source: IBIO, INC., 8-K, 3/13/2020





1.2 No right or license is being conveyed to CC-Pharming to export Products or to otherwise use the Technology in any country other than China. 1.3 iBio will work with CC-Pharming to perform a thorough Manufacturing Development Program based from an initial comprehensive two- day charrette to be held at its subsidiary iBio CDMO LLC facility in Bryan, Texas with the goals of CC-Pharming understanding the definitive capital expenditure necessary and initiating a preliminary design for the first Product. iBio will provide an architect, construction supervisor, mechanical engineer and process engineer with knowledge of the iBio CDMO facility currently in operation in Bryan, Texas. 1.4 CC-Pharming hereby expressly acknowledges the validity and highly confidential and proprietary nature of iBio's Technology and technical information, know-how, documents, materials, software, vectors, constructs, trade secrets, and other valuable business or scientific information that iBio will share with CC-Pharming in order to fulfill the purpose of this Agreement, namely, to form a legal structure for a collaborative business venture in which CC-Pharming and iBio shall share revenue from product sales. iBio's double-digit percentage, minority interest in this structure will provide compensation to iBio for providing CC-Pharming with a license to use iBio's Technology and enabling know-how and will provide CC-Pharming with ongoing and mutually agreed technology transfer services relevant to the evolving business and Product(s) of the collaborative venture. 1.5 The parties agree that the first product focus of the joint business collaboration will be a bio-better or bio-similar version of the therapeutic monoclonal antibody, rituximab. iBio will provide all necessary gene expression and vector technology for the transient expression and cGMP manufacturing of this protein in plants and will also provide pilot plant design services, construction consulting, product and process development services, training, quality management system design, and clinical planning and regulatory consulting. The tasks to be conducted in the first stage of the joint business collaboration will apply specifically to the rituximab product candidate but will be applicable, in part, to additional products to be selected by mutual agreement for development, with the timeline for such work to be determined by CC-Pharming. 1.5 Any milestones or completion dates set forth in a Statement of Work will be estimates only, and are not binding on the Parties. 2.0 Coordinators and Governance Terms 2.1 Project Technical Coordinators will be appointed by each the Parties for each Statement of Work. The Project Technical Coordinators will be responsible for exchanging information with the other Party, coordinating any visits and arranging all other matters pertinent to that Statement of Work.

Master Joint Development Agreement iBio CC-Pharming Page 2 of 12

Source: IBIO, INC., 8-K, 3/13/2020





2.2 Agreement Administration. The Agreement administrator for each Party must be contacted regarding all business-related matters, including any proposed modifications to this Agreement, the phasing plan of the SOW, for each project. An iBio Agreement Administrator is to be named on or before the Effective Date of the First Phase of the SOW. A CC-Pharming Agreement Administrator is to be named on or before the Effective Date of the First Phase of the SOW. 2.4 Governance Terms 2.4.1 The Agreement Administrators shall oversee the overall direction and management of this Agreement and to provide guidance and direction when needed, which agreement shall be unanimous. The responsibilities of the Agreement Administrator for iBio and CC- Pharming will include the following: a) Perform oversight for each of the ongoing projects, per phase, under the SOW's. b) Agreement on any modifications to the tasks and responsibilities for an ongoing project under the SOW's, will fall under the oversight of the Agreement Administrators. c) Neither Agreement Administrator is authorized to modify or change any term or condition of the Agreement or the overall scope of work for any SOW. d) Review any disputes between or among the Parties, and, if resolution of the dispute cannot be achieved, escalate the dispute to the Designated Executives of iBio and CC-Pharming. Designated Executive means the executive designated by iBio and by CC-Pharming, who will be responsible for general oversight of the Agreement and for resolving issues that require escalation under this Agreement. iBio and CC-Pharming shall each inform the other of the name and contact information of their respective Designated Executives on or before the Effective Date of the first SOW. 2.4.2 The Agreement Administrators may agree to change the tasks, task responsibilities and milestones as set forth in a Statement of Work, provided the changes do not alter the overall scope of work in a phase of the SOW, which agreement shall not be unreasonably withheld. Any modifications to the overall scope of work of phase of the SOW must be reduced to writing as an amendment to the SOW and signed by authorized representatives of iBio and CC-Pharming. 2.4.3 The Agreement Administrators shall meet regularly as required during the term of this Agreement, but at least two (2) times each calendar year, at a mutually agreeable location, which agreement shall not be unreasonably withheld. The face-to-face meetings may be replaced with conference calls or video conferences upon request by a Party. 2.4.4 The Parties shall be responsible for their own respective costs incurred relating to their participation in oversight meetings.

Master Joint Development Agreement iBio CC-Pharming Page 3 of 12

Source: IBIO, INC., 8-K, 3/13/2020





2.5 Each Party may change its Agreement Administrators, at any time, with written notice to the other Party. 3.0 Costs and Expenses 3.1 Upon execution of this Agreement and acceptance of iBio's proposal for the development of a Plant-Made Rituximab, and in consideration for providing the technology transfer contemplated herein, CC-Pharming shall pay iBio [***], which shall be paid as follows: 3.1.1 First payment of [***] is required to initiate the project: [***]. 3.1.2 Second payment of [***]. Due upon presentation of the following deliverables: a) Detailed design drawings of the pilot plant; b) Schematic design of the commercial facility; c) Purified antibody for pre-clinical testing and development; and d) The quality management system (QMS) development up to and including governance documents and governance standard operating procedures (SOP's). 3.1.3 Final payment of [***], due upon presentation of the following deliverables: a) Detailed Design drawings for the commercial facility; b) Completion of QMS documentation for rituximab including batch records, release documents, and assay SOPs; c) Completion of all training sessions and training documentation; d) Delivery of antibody drug substance for clinical trials; and e) Completion of a chemistry, manufacturing, and controls (CMC) document to support an (investigational new drug application (IND) or equivalent. 4.0 Inventions 4.1 Inventorship of inventions, developments, or discoveries first conceived or actually reduced to practice under this Agreement (Agreement Inventions) will be determined under U.S. Patent Law. All inventions, developments, or discoveries made solely by iBio prior to this Agreement is, and shall be, the sole property of iBio. All inventions, developments, or discoveries made solely by CC- Pharming thereof prior to this Agreement is, and shall be, the sole property of CC-Pharming. 4.2 All rights to inventions, patentable or non-patentable, made solely by employees of iBio during the term of this Agreement shall belong solely to iBio. All rights to inventions, patentable or non-patentable, made solely by employees of CC-Pharming during the term of this Agreement shall belong solely to CC-Pharming. All rights to Agreement Inventions, patentable or non-patentable, made jointly by employees of iBio and employees of CC-Pharming (Joint Inventions) will belong jointly to iBio and CC-Pharming, with inventorship determined as described in 35 U.S.C. § 262 and (Chin Patent Law). The Parties contemplate that each will benefit from Joint Inventions, as such, iBio will be responsible for direct control over the drafting and prosecution of any patents to Joint Inventions, with copy to CC- Pharming. The parties shall share equally in the costs of patent protection for Joint Inventions.

Master Joint Development Agreement iBio CC-Pharming Page 4 of 12

Source: IBIO, INC., 8-K, 3/13/2020





4.3 Each Party shall promptly provide to the other Party a written invention disclosure of each Agreement Invention made by its employees that results directly from the present Agreement for worked performed under the SOWs herein. The other Party agrees to delay making public, by publication or otherwise, until the earlier of (a) the first filing of a patent application claiming the Agreement Invention by the Inventing Party; or (b) six months after the date the Agreement Invention is disclosed to the other Party; or (c) mutual agreement of the Parties that neither will pursue legal protection of an Agreement Invention. 4.5 Each disclosure shall be held in confidence and not revealed to any third party without the written consent of the other Party. The other Party must advise the Inventing Party in writing within 60 days of each disclosure to the other Party whether or not the other Party elects to negotiate a license agreement to obtain commercial rights to such Agreement Invention. In the event that the other Party elects to negotiate for a commercial license to an Agreement Invention, the Parties must initiate negotiation of a license agreement, with negotiations not to extend beyond ninety (90) days from notice of election without the consent of both Parties. The Parties will negotiate in good faith a license containing reasonable business terms common to the other party's field of commercial interest and proposed application. 5.0 Copyrights 5.1 Title to and the right to determine the disposition of any copyrights or copyrightable material first produced or composed in the performance of this research program (Copyright Materials) will remain with the Party whose employees solely created such materials or works of authorship (the Creating Party). Copyright Materials that are jointly created by the Parties shall be jointly owned. Either Party may license and assign its rights to jointly owned Copyright Materials without the consent of or accounting to the other Party, subject to the applicable confidentiality obligations set forth in Section 7 of this Agreement and/or a SOW. 5.2 The Creating Party grants to the other Party a time-limited first right to negotiate a commercial license to use, reproduce, display, and perform commercially valuable Copyright Materials for commercial purposes, and to distribute and/or sublicense such commercially valuable Copyright Materials to third parties. The other Party must advise the Creating Party in writing within sixty (60) days following disclosure or delivery of such commercially valuable Copyright Materials to the other Party whether or not the other Party elects to negotiate a license agreement to obtain commercial rights to the Copyright Materials. In the event that the other Party elects to negotiate for a commercial license to Copyright Materials, the Parties must initiate negotiation of a license agreement, the negotiations not to extend beyond ninety (90) days from notice of election without the consent of both Parties. The Parties will negotiate in good faith a license containing reasonable business terms common to the other Party's field of commercial interest and proposed application.

Master Joint Development Agreement iBio CC-Pharming Page 5 of 12

Source: IBIO, INC., 8-K, 3/13/2020





6.0 Term and Termination 6.1 The term of this Agreement (Term) will begin on the date this Agreement is signed by the last signatory (Effective Date) and remain in effect for [***]; provided, however, that the terms of this Agreement shall remain applicable to any SOW that was executed by the Parties prior to the expiration or termination of this Agreement but whose period of performance extends beyond the expiration or termination of this Agreement. 6.2 The term of any SOW will be as provided in the Statement of Work. 6.3 If either Party to this Agreement fails to perform or violates any material obligation of this Agreement, then, upon thirty (30) days written notice to the breaching Party specifying such failure or violation, the non-breaching Party may terminate this Agreement without liability, unless: (a) the failure or violation specified in the default notice has been cured within the thirty (30) day notice period; or (b) the failure or violation reasonably requires more than thirty (30) days to correct, and the breaching Party has begun substantial corrective action to remedy the failure or violation within the thirty (30) day notice period and diligently pursues such action, in which event, termination shall not be effective unless sixty (60) days has expired from the date of the default notice without such corrective action being completed and the failure or violation remedied. 7.0 Confidentiality 7.1 Except as provided in a Statement of Work and Article 5.3 regarding non-disclosure of Agreement Inventions, any information provided by either Party under this Agreement or under any Statement of Work will be treated as follows. 7.2 Confidential Information includes but is not limited to, technologies, discoveries, inventions, know-how, methods, procedures, trade secrets, business information and other proprietary intellectual property (Information). All such Information is considered by the parties to be secret and confidential and constitutes valuable commercial assets. 7.3 Each of the parties agrees that for five (5) years from the date of disclosure, the receiving Party agrees to limit disclosure of the disclosing Party's Confidential Information to those of the receiving party's employees and contractors, and employees and contractors of its Subsidiaries, who have a need to know it, and the receiving Party agrees to use the same care and discretion to avoid disclosure, publication or dissemination outside of those employees and contractors as the receiving Party does with similar information of its own which it does not desire to publish, disclose or disseminate. 7.4 The receiving Party may disclose Confidential Information if the disclosure is required by law, but the receiving Party must give the disclosing Party reasonably prior notice to allow the disclosing Party an opportunity to obtain a protective order. The obligations of Article 7.3 will not apply to information that is:

Master Joint Development Agreement iBio CC-Pharming Page 6 of 12

Source: IBIO, INC., 8-K, 3/13/2020





a) already rightfully in the possession of the receiving Party or its Subsidiaries without an obligation of confidence; b) independently developed by the receiving Party of its Subsidiaries as evidenced by written documentation; c) publicly available when received by the receiving Party, or becomes publicly available through no fault of the receiving Party or its Subsidiaries; d) disclosed by the disclosing Party without obligation of confidence; or e) inherently disclosed by the receiving Party or its Subsidiaries in the use, distribution or marketing of any product or service. 7.5 The Parties agree that the disclosure of Confidential Information under this Agreement does not limit either Party from assigning or reassigning employees in any way. 7.6 Confidential Information must be identified as Confidential at the time of disclosure, and all material containing Confidential Information must have a restrictive marking. Any Confidential Information disclosed orally or visually must be summarized by the disclosing Party in writing and the writing must be provided to the receiving Party within twenty (20) days after the disclosure. In the case of inadvertent disclosure of Confidential information that was not marked as Confidential, the Disclosing Party has ten (10) business days from the time they discover that the information should have been marked Confidential, to inform the other Party of such a designation, and the parties agree to retroactively mark any such information as Confidential. 7.7 The parties agree that limitations on disclosure of Confidential information under section 7.3 shall last 5 years from signing date. 8.0 Representations, Warranties, Disclaimers and Limitation of Liability 8.1 ANY PROTOTYPES, MATERIALS, COMPONENT PARTS, DESIGNS, SPECIFICATIONS, KNOW-HOW, PROCEDURES, PROCESSES, DATA, INFORMATION, INVENTIONS AND WORK PERFORMED UNDER THIS AGREEMENT BY EITHER PARTY, ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. EACH PARTY SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NONINFRINGEMENT OF PATENTS, COPYRIGHTS, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT. 8.2 EACH PARTY ALSO SPECIFICALLY DISCLAIMS ANY GUARANTEE THAT IT WILL BE ABLE TO SUCCESSFULLY ACHIEVE THE DESIRED RESULTS REGARDING THE WORK UNDER ANY STATEMENT OF WORK, OR THAT ANY PROTOTYPE(S) WHICH MAY BE DEVELOPED PURSUANT TO THIS AGREEMENT WILL MEET ANY DEVELOPMENT OBJECTIVES, OR ANY REQUIREMENTS OF EITHER PARTY. THE FOREGOING NOTWITHSTANDING, EACH PARTY WILL MAKE REASONABLE GOOD FAITH EFFORTS TO COMPLETE THE ACTIVITIES DESCRIBED IN THE STATEMENTS OF WORK. FAILURE TO ACHIEVE THE DESIRED RESULTS UNDER A STATEMENT OF WORK DOES NOT CONSTITUTE BREACH OF CONTRACT.

Master Joint Development Agreement iBio CC-Pharming Page 7 of 12

Source: IBIO, INC., 8-K, 3/13/2020





8.3 Except for claims arising out of Articles 4.3 and 7.0, or as may be set forth in a SOW, neither Party will be liable for any consequential damages, lost profits, lost savings, loss of anticipated revenue, or any exemplary, punitive, special or indirect damages, even if advised of their possibility. 8.4 CC-Pharming represents and warranties that it shall maintain all of iBio's Technology and technical information, how-how, documents, materials, software, vectors, constructs, trade secrets, and other valuable business or scientific information strictly confidential at all times, and shall take all steps necessary to safe-guard iBio's Technology and technical information with reasonable business care and will be of the same types as currently practiced by iBio to maintain its highly confidential information. 8.5 Equitable Relief for iBio. CC-Pharming acknowledges that a breach by CC-Pharming of this Agreement shall cause iBio irreparable damages, for which an award of damages would not be adequate compensation, and agrees that, in the event of a breach or threatened breach, iBio will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which iBio may be entitled at law or in equity. iBio's equitable remedies are not exclusive but are in addition to all other remedies available at law or in equity. 8.6 Attorney's Fees. In the event that any claim, suit, action or proceeding is instituted or commenced by any Party hereto against any other Party arising out of or related to this Agreement, the prevailing Party will be entitled to recover its reasonable attorneys' fees, expert fees, expenses and court costs from the non-prevailing Party. 9.0 General Provisions 9.1 Independent Contractor. Each Party is an independent contractor. Neither Party is, nor will claim to be, a legal representative, partner, franchisee, agent or employee of the other. Neither Party will assume or create obligations for the other. Each Party is responsible for the direction and compensation of its employees. 9.2 Trademarks. Except as otherwise provided herein, this Agreement does not confer any rights to use in advertising, publicity or other marketing activities any name, trade name, trademark, or other designation of either Party hereto, including any contraction, abbreviation, or simulation of any of the foregoing, without prior written agreement, and each Party agrees not to use or refer to this Agreement or its terms in any such activities without the express written approval of the other Party.

Master Joint Development Agreement iBio CC-Pharming Page 8 of 12

Source: IBIO, INC., 8-K, 3/13/2020





9.3 Publication. iBio and CC-Pharming jointly, may publish and present technical presentations subject to Articles 5.2, 7.0 and this Article 9.2. 9.4 Notice. All notices shall be in writing and shall be valid and sufficient if sent by: (a) registered or certified mail, return receipt required, postage prepaid; (b) by facsimile (provided the receipt of the facsimile is evidenced by a printed record of completion of transmission); or (c) by express mail or courier service providing a receipt of delivery. Notice shall be effective upon receipt. The notices shall be addressed to: iBio, Inc. Beijing CC-Pharming Ltd. Robert L. Erwin Kevin Y. Wang President Chairman 600 Madison Ave, Suit 1601 Shunyi Distict New York, NY 10022-1737 U.S.A Beijing, China, 101312 Attn: Rober L. Erwin Attn: Kevin Y. Wang Either Party may change its address by a notice given to the other Party in the manner set forth above. 9.5 Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is due to acts of God, acts of the other Party, fire, flood, natural catastrophe, acts of any government or of any civil or military authority, national emergencies, riots, war, insurrection, strikes, or any occurrence beyond the reasonable control of such Party. 9.6 Export Restrictions. Each Party agrees to comply and to reasonably assist the other in complying with applicable government export and import laws and regulations. Further, each Party agrees that unless authorized by applicable government license or regulation, including but not limited to both US and China authorization, both Parties will not directly or indirectly export or re-export, at any time, any technology, software and/or commodities furnished or developed under this or any other, Agreement between the Parties, or its direct product, to any prohibited country (including release of technology, software and/or commodities to nationals, wherever they may be located, of any prohibited country) as specified in applicable export, embargo, and sanctions regulations. This section will survive after termination or expiration of this Agreement and will remain in effect until fulfilled. 9.7 No Implied Licenses. Except as expressly set forth in this Agreement, no license is granted, either directly or indirectly, by implication or estoppel or otherwise, to either Party under any patent, copyright or other intellectual property right of the other Party. 9.8 Assignment. Neither Party may assign its rights or delegate any of its duties under this Agreement without the prior written consent of the other Party. Any unauthorized assignment of this Agreement is void. 9.9 Intent. Neither Party relies on any promises, inducements, representations made by the other, or expectations of more business dealings except as expressly provided in this Agreement. This Agreement accurately states the Parties' agreement.

Master Joint Development Agreement iBio CC-Pharming Page 9 of 12

Source: IBIO, INC., 8-K, 3/13/2020





9.10 Power to Enter Agreement. Each Party represents that it has, or will have, in place appropriate agreements with its employees or others whose services the Party may require, sufficient to enable such Party to comply with all the provisions of this Agreement. 9.11 Independent Parties. Each Party may have similar agreements with others, and may design, develop, manufacture, acquire or market competitive products and services, and conduct its business in whatever way it chooses. Each Party will independently establish prices and terms for its products and services. 9.12 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby so long as the intent of the Parties can be preserved. 9.13 Governing Law. This Agreement is governed by the laws of the State of Texas, without regard to the conflict of laws provisions thereof. Any proceedings to resolve disputes relating to this Agreement shall be brought only in the State of Texas and in a U.S. federal court if there is jurisdiction. The United Nations' Convention on International Sales of Goods does not apply. 9.14 Survival. Any rights and obligations which by their nature survive and continue after any expiration or termination of this Agreement shall survive and continue and shall bind the Parties and their successors and assigns, until such obligations are fulfilled. 9.15 No Oral Modifications. Any amendment or modification of this Agreement shall be in writing and shall be signed by authorized representatives of the Parties. No approval, consent or waiver will be enforceable unless signed by the granting Party. Failure to insist on strict performance or to exercise a right when entitled does not prevent a Party from doing so later for that breach, or a future breach. 9.16 Incorporation. This Agreement, Appendix A and SOW's added as Appendix A-x (where x is the sequential number of the respectively added SOW's) are the complete and exclusive agreement between the Parties regarding the subject matter hereof and supersedes any prior oral or written communications or understandings between the parties related to the subject matter hereof. 9.17 Independent Judgment. The Parties acknowledge that: (a) they had read this Agreement; (b) they understand the terms and conditions of this Agreement; (c) they have had the opportunity to seek legal counsel and advice; (d) are of equal bargaining power; and (e) they have relied on their own judgment in entering into this Agreement. Signature Page to Follow

Master Joint Development Agreement iBio CC-Pharming Page 10 of 12

Source: IBIO, INC., 8-K, 3/13/2020





By signing below, the parties agree to the terms of this Agreement. iBio Inc. Beijing CC-Pharming Ltd. /s/ Robert L. Erwin /s/ Kevin Yueju Wang Name: Robert L Erwin Name: Kevin Yueju Wang Title: President Title: Chairman Date: August 07, 2018 Date: August 08, 2018

Master Joint Development Agreement iBio CC-Pharming Page 11 of 12

Source: IBIO, INC., 8-K, 3/13/2020





APPENDIX A-1

Proposal to Beijing CC-Pharming Ltd. Development of a Plant-Made Rituximab Prepared by iBio, Inc. for Beijing CC-Pharming Ltd., Beijing, China February 24, 2018 [***] Project Agreement Administrators For iBio: Robert L. Erwin For CC-Pharming: Kevin Y. Wang By signing below, the parties agree to the terms of this Statement of Work. IBio CC-Pharming /s/ Robert L. Erwin /s/ Kevin Yueju Wang Name: Robert L. Erwin Name: Kevin Yueju Wang Title: President Title: Chairman Date: August 7, 2018 Date: August 8, 2018

Master Joint Development Agreement iBio CC-Pharming Page 12 of 12

Source: IBIO, INC., 8-K, 3/13/2020

Output: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.


Input: Consider Input: FRANCHISE AGREEMENT

                              TABLE OF CONTENTS

I.    INTRODUCTION

II.   AGREEMENT

      1.    Definitions

      2.    Franchise Grant; Term

            2.1   Grant             2.2   Term             2.3   No Renewal Right: No Exclusivity             2.4   Continuous Operation             2.5   Best Efforts

      3.    Consideration for Franchise Grant

      4.    Management, Control and Corporate Documents of Franchisee

            4.1   Managing Director             4.2   Director of Operations             4.3   Substitute Director of Operations             4.4   Restaurant Manager             4.5   Corporate Documents                   4.5.1 Single Purpose Entity                   4.5 2 Managing Director's Authority                   4.5.3 Issuance and Transfer of Shares                   4.5.4 Amendments

      5.    Standards and Uniformity             5.1   Strict Compliance             5.2   The MOD Manual             5.3   Building and Premises                   5.3.1 Initial Construction                   5 3 2 Repair and Maintenance                   5 3.3 Current Image             5.4   Signs             5.5   Equipment             5.6   Vending Machines, Etc.

            5 7   Menu Service and Hygiene             5.8   Hours of Operations             5.9   Uniforms             5.10  Advertising and Promotion Materials             5.11  Interference with Employment Relations of Others             5.12  Improvements             5.13  Self-Audit             5.14  Health Problems             5.15  Right of Entry, Inspection and Closure             5.16  Sources of Supply                   5.16.1 Authorized Suppliers                   5.16.2 Self-Supply                   5.16.3 Limit on BKC Responsibility                   5. 16.4     Franchisee's Responsibilities

      6.    Services to Franchisee

            6.1   Services Provided By BKC             6.2   Services Not Provided By BKC             6.3   Optional Services

      7.    Location             7.1   Exclusive Purpose             7.2   Damage to Franchised Restaurant

      8.    Training and Staffing

            8.1   Pre-Opening Training             8.2   New Director of Operations             8.3   Training Program

      9.    Royalty and Advertising Contribution





            9.1   Royalty                   9.1.1 Payment of Royalty                   9.1.2 Inability to Remit Royalty             9. 2. Advertising and Sales Promotion                   9.2.1 Franchisee's Administration of Ad Fund                   9.2.2 BKC's Right to Administer Funds                   9.2.3 Administration                   9.2.4 Compliance with Laws and Policies             9.3   Gross Sales             9.4   Interest and Attorney's Fees

                                      ii

      10.   Accounting Procedures;  Right of Audit.

            10.1  Accounting             10.2  Annual Financial Statements             10.3  Audits             10.4  Release of Financial Information             10.5  Polling                   10.5.1 POS Systems                   10.5.2 Authorized Polling                   10.5.3 Other Information

      11.   Limitations of Franchise             11.1  Trademarks, Trade Names, Service Marks and Trade Secrets                   11.1.1 Registration Assistance by Franchisee                   11.1.2 Ownership                   11 1.3 Confidentiality of trade Secrets                   11.1 4 Registered User Agreements                   11.1.5 No Impairment of Marks                   11.1.6 Assignment of Righits in Marks                   11.1.7 Infringement, Etc.                   11.1.8 Registered Marks                   11.1 9 Franchisee Name                   11.1.10     Registration of Agreement             11.2  Independent Contractor                   11.2.1 No Agency                   11.2.2 Public Notice of Independence

      12.   Unfair Competition

      13.   Insurance; Indemnification             13.1  General Liability Insurance             13.2  Workers Compensation, Etc.             13.3  Indemnity

      14.   Taxes             14.1  Payment When Due             14.2  Withholding Taxes             14.3  Election

      15.   Disposal             15.1  Transfer of Interest by Franchisee             15.2  Transfer of Interest by Principals             15.3  Notice of Proposed Transfer             15.4  Right of First Refusal

                                     iii

                  15.4.1 Notice; Exercise of Option                   15.4.2 No Waiver                   15.4.3 Unauthorized Transfer Void                   15.4.4 Sale; BKC Consent

            15.5  BKC Consent to Transaction                   15.5.1Transfer of Substantially All Assets or Transfer of                         Stock by Principal                   15.5.2 Securities Offerings





                           15.5.2 1    Compliance with BKC Requirements                            15.5.2.2    Submission to BKC                            15.5.2.3    Registration Rights: Secondary Offerings                            15.5.2.4    BKC ' Expenses                   15.5.3 Certain Exceptions

            15.6  No Waiver             15.7  Death or Mental Incapacity of Principal             15.8  Corporate Documents             15.9  Assignment by BKC

      16.   The Principals

            16.1  Stock Ownership             16.2  Compliance by Principals             16.3  Guaranty

      17.   Defaults and Effects of Termination

            17.1.1 Events of Default by Franchisee             17.1.2 Event of BKC De fault             1 7.2       Termination             17.3        Effect of Termination             17.4        Post-Termination Option             17.5        Post-Termination Obligations of Franchisee                         17.5.1 Options to Purchase Location                         17.5.2 Deidentification                         17.5.3 BKC Lien                         17.5.4 Acceleration of Payments

            17.6  Dispute Resolution

      18.   Restrictive Covenant

                                      iv

      19.   Miscellaneous: General Conditions             19.1  Interpretation             19.2  Non-Waiver             19.3  Governing Law/Jurisdiction             19.4  Licenses, Permits. Etc.             19.5  Compliance with Laws             19.6  Remedies             19.7  Severability             19.8  Notices                   19.8.1 Notice to BKC                   19.8.2 Notice to Franchisee/Principals                   19.8.3 Delivery             19.9  Language             19.10 Modification             19.11 Binding Effect             19.12 Currency             19.13 Survival             19.14 Agency

      20.   Entire Agreement

      21.   independent Advice

III.  SCHEDULE 1

IV.   SCHEDULE 2

V.    EXHIBIT A - Poland Trademarks





                                        v

                               FRANCHISE AGREEMENT                                -------------------

                                                            Corporate                                                             --------- AGREEMENT dated         199

Between        BURGER  KING  CORPORATION  a  company  incorporated  in  Florida,                United States of  America  with  its  principal  office and place                of business at  17777 Old  Cutler Road,  Miami,  Florida,  United                States of America (BKC)

AND            The  party  specified  as  the  Franchisee on SCHEDULE 1 attached                hereto (the Franchisee)

AND            The party  or  parties  specified as the Principals on SCHEDULE 1                attached hereto (collectively, the Principals and individually,                a Principal)

                                  INTRODUCTION

      A.    BKC has  developed  a system  (the  Burger  King  System)  for the operation of quick service restaurants ( Burger King Restaurants).  The Burger King System includes proprietary designs for restaurant buildings, equipment and decor,  a  proprietary   service  format,   standardized   product  and  quality specifications,  and such  trademarks,  service marks and other marks as BKC may authorize  for use in connection  with the operation of Burger King  Restaurants (the Burger King Marks).

      B.    The Franchisee possesses knowledge and market information concerning the  operation  of Burger  King  Restaurants  in the  Republic of Poland and the Franchisee  recognizes that BKC has not made any representations  concerning the level and extent of the  awareness  of the Burger  King Marks or the Burger King System or the  likelihood  that any such awareness can or will be established in Poland or as to the  availability  of local  sources  of supply in Poland or the ability of any supplier to meet  standards  for approval by BKC. The  Franchisee has  requested a license to operate a Burger  King  Restaurant.  The  Franchisee represents  that BKC has not made,  and the  Franchisee is not relying upon, any representation  as to the profits and/or sales volumes which Franchisee might be expected  to  realize,  or costs or levels of costs  which  Franchisee  might be expected to incur,  or the  prospects of success for  Franchisee  or Burger King Restaurants in Poland.

      C.    The  Franchisee  acknowledges  and  represents  to  BKC  that  it is entering into this Agreement after having made an independent  investigation  of BKC and its operations and of market and economic  conditions in the Republic of Poland. The Franchisee represents that BKC has not made, and that the Franchisee

                                      1

is not relying upon, any  representation  as to the profits and/or sales volumes which Franchisee might be expected to realize, or costs or levels of costs which the Franchisee  might be expected to incur,  or the prospects of success for the Franchisee or Burger King  Restaurants in Poland,  or the level or extent of the awareness  of the Burger King Marks or the Burger King System or brand in Poland or the likelihood  that any such awareness can or will be established in Poland, or the  availability  of local sources of supply in Poland or the ability of any such  local  sources  of supply  to meet  standards  for  approval  by BKC.  The Franchisee  further  represents  and agrees that BKC and  persons  acting on its behalf  have  not  made,   and  the   Franchisee  is  not  relying   upon,   any representations or promises that are not contained in this Agreement.

      D.    Each of the Principals owns an equity interest in the Franchisee.

                                   AGREEMENT

      In  consideration of the fees and other sums payable by the Franchisee and the mutual covenants herein, the parties agree as follows:

1.    DEFINITIONS.  For purposes of this  Agreement,  the following  expressions shall have the meanings given to them below:

      1.1   Affiliate  means  any  company  which is  directly  or  indirectly controlled  by BKC,  controls  BKC, or is  controlled by a company which in turn controls BKC, and control for these purposes means de facto control.

      1.2   Burger King Marks has the meaning ascribed to it in Paragraph A of the introduction.





      1.3   Burger King  System has the meaning  ascribed to it in Paragraph A of the introduction.

      1.4   Current  Image  means  the then  current,  BKC  approved  physical appearance  of new Burger King  Restaurants  as it relates to  signage,  fascia, color   schemes,   menu  boards,   lighting,   furniture,   finishes  and  other non-structural matters generally.

      1.5   Franchised Restaurant means the buildings at the Location and the business carried out at the Location.

      1.6   Gross Sales has the meaning ascribed to it in Subparagraph 9.3.

      1.7   Location has the meaning ascribed to it on SCHEDULE 1.

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      1.8   Director  of  Operations  has  the  meaning   ascribed  to  it  in Subparagraph 4.1 and on SCHEDULE 1.

      1.9   Managing  Director has the meaning  ascribed to it in Subparagraph 4.3 and on SCHEDULE 1.

      1.10  MOD  Manual  means all  volumes  of the Manual of  Operating  Data setting out BKC's  standards,  specifications  and  procedures of operation,  as revised from time to time by BKC including both required and recommended.

2.    FRANCHISE GRANT TERM.

      2.1   GRANT. In reliance upon the application and information furnished by the  Franchisee,  and  subject  to the terms and  conditions  contained  in this Agreement,  BKC grants to the Franchisee a license to use the Burger King System and the Burger King Marks in the  operation of a Burger King  Restaurant at that Location.

      2.2   TERM.  The license  hereby  granted  shall  commence on the date the Franchised  Restaurant opens for business (the Commencement Date), and, unless sooner terminated in accordance with the terms and provisions of this Agreement, shall  continue  for the  period of years set forth on  SCHEDULE  1 hereto  (the Term).

      2.3   NO RENEWAL RIGHT; NO EXCLUSIVITY.  The Franchisee  acknowledges  and agrees  that  this  license  is a license  for the  operation  of a Burger  King Restaurant  at the  Location  only and that the  Franchisee  has no right to any exclusive  territory or to object to the location of an  additional  Burger King Restaurant  at a site  which is in the  immediate  proximity  of the  Franchised Restaurant and/or in the same trading area of the Franchised  Restaurant Subject to the Restaurant  Development Agreement between BKC and International Fast Food Corporation dated March 14, 1997, (the Development Agreement), the development and location of additional Burger King Restaurants shall be determined by BKC in its sole business  judgment and BKC may develop or franchise  additional  Burger King  Restaurants  anywhere,  including sites in the immediate  proximity of the Franchised  Restaurant  and/or  in the  same  trading  area  of  the  Franchised Restaurant,  in its sole business  judgment.  The  Franchisee  hereby waives any right it has, may have, or might in the future have, to oppose such  development and location,  and any claim for compensation from BKC in respect of any and all detriment or los s suffered by it as a result of the development and location of additional  Burger King Restaurants in the immediate  proximity of the specified Location and/or in the same trading area of the Franchised Restaurant.

      2.4   CONTINUOUS  OPERATION.  Franchisee  shall  continuously  operate the Franchised  Restaurant  at  the  Location  throughout  the  full  term  of  this Agreement.  Except as  permitted  under this  Section  2.4, any failure to do so shall  constitute  an Event of  Default  under this  Agreement  and BKC shall be

                                      3

entitled  to alI  rights  and  remedies  available  under  Section  17.2 of this Agreement.  Provided,  however,  that  t he  Franchisee  may  temporarily  cease operations  for a  period  of time  reasonably  necessary  to  comply  with  the requirement  of any  competent  governmental  authority  that it  repair,  clean remodel,  or refurbish the Location.  The Franchisee may also temporarily  cease operations on national holidays and for a period of time reasonably necessary to complete  repairs or deal with an act of God, a labor strike,  civil unrest,  or other emergency  situation  which would endanger the public or the  Franchisee's employees. However, in the event that any temporary closing or discontinuance of





operation  permitted under this Section 2.4 exceeds 180 days, BKC shall have the right to terminate  this  Agreement,  whereupon all rights granted to Franchisee under this Agreement shall terminate, without liability to BKC.

      2.5   BEST  EFFORTS.  Franchisee  shall use its best efforts to diligently market and promote the Franchised Restaurant.

3.    CONSIDERATION  FOR  FRANCHISE  GRANT.  At least  seven (7) days before the Commencement  Date,  the Franchisee  shall pay to BKC the initial  franchise fee described   in  SCHEDULE  1,  which  sum  shall  be  fully  earned  by  BKC  and non-refundable upon execution of this Agreement.

4.    MANAGEMENT. CONTROL AND CORPORATE DOCUMENTS OF FRANCHISEE.

      4.1   MANAGING DIRECTOR.  The Franchisee shall, subject to BKC's approval, appoint an individual as the Managing  Director who shall be  responsible  for the overall management of the Franchisee.  The Managing Director and Director of Operations may be the same individual.

      4.2   DIRECTOR OF OPERATIONS. Franchisee shall, subject to BKC's approval, appoint an individual as the  Director of  Operations  who shall be trained in the Burger  King  System.  The  Director  of  Operations  shall be  granted  the authority to direct any action necessary to ensure that the day-to-day operation of the  Franchised:  Restaurant is in compliance  with all  agreements  with BKC relating to the Franchised  Restaurant.  The Director of Operations shall devote full  time  and  best  efforts  to the  overall  supervision  of the  Franchised Restaurant and any other Burger King  Restaurants  owned by the Franchisee as to which he/she is designated as the Director of Operations. 

      4.3   SUBSTITUTE  DIRECTOR OF  OPERATIONS.  If the position of Director of Operations  becomes  vacant for any reason,  the vacancy  shall be filled within ninety (90) days by a new Director of Operations approved by BKC.

      4.4 RESTAURANT  MANAGER.  At all times during the Term of this  Agreement, Franchisee shall employ at least one (1) individual (the  Restaurant  Manager) who is  responsible  for the direct,  personal  supervision  of the  Franchise d Restaurant .

                                      4

      4.5   CORPORATE DOCUMENTS.

            4.5.1 SINGLE PURPOSE  ENTITY.  Franchisee's  sole business  activity shall be the development and operation of Burger King restaurants.  The articles of  incorporation,  bylaws and other  governing  documents  of  Franchisee  must provide that Franchisee is a single purpose entity formed solely for the purpose of developing and operating Burger King restaurants.

            4.5.2 MANAGING DIRECTOR'S AUTHORITY.  The articles of incorporation, bylaws and other governing  documents of Franchisee must mandate the designation of a Managing  Director and describe the Managing  Director's  authority to bind the Franchisee  and to direct any actions  necessary to ensure  compliance  with this Franchise Agreement and any ancillary agreements.

            4.5.3 ISSUANCE   AND   TRANSFER   OF   SHARES.   The   articles   of incorporation,  the  bylaws  and each  stock  certificate  of  Franchisee  shall restrict the issuance  and the transfer of shares of  Franchisee  as provided in Paragraph 15.8 below.

            4.5.4 AMENDMENTS.   BKC  must  be  immediately   provided  with  any amendments,  shareholder agreements,  addenda, revisions or other alterations to the  articles  of  incorporation,  bylaws  or  constitution  of  Franchisee.  No amendment to such  governing  documents may be made,  nor may any  resolution be adopted by the board of directors of Franchisee,  without the written consent of an authorized  officer of BKC, if such amendment or resolution  would (1) change the description of the Franchisee's purpose or authorized activities; (2) change the designation of, or the procedures for  designating,  the Managing  Director; (3) change the authority  delegated to the Managing Director;  or (4) materially alter promises or representations contained in the application approved by BKC.

5.    STANDARDS AND UNIFORMITY.

      5.1   STRICT  COMPLIANCE.  The Franchisee agrees to comply strictly at all times  with  the  Burger  King  System,  which  Franchisee   acknowledges  is  a fundamental term of this Agreement and a necessary and reasonable requirement in the  interests  of the  Franchisee  and others  operating  under the Burger King System.  In  particular,  the  Franchisee  shall at all  times  comply  with the following provisions of this Section 5.

      5.2   THE MOD  MANUAL.  The MOD  Manual  shall  be kept at the  Franchised Restaurant  and all changes or additions  shall be inserted  upon  receipt.  The Franchisee agrees that changes in standards,  specifications  and procedures may become  necessary  and  desirable  from time to time and shall  comply with such modifications,  revisions  and  additions  to the MOD  Manual as BKC in the good





faith  exercise  of its  judgment  believes  to be  desirable.  The  information

                                      5

contained in the MOD Manual is confidential and the Franchisee shall use the MOD Manual only in connection  with the operation of the Franchised  Restaur ant and other licensed Burger King Restaurants

      5.3   BUILDING AND PREMISES.

            5.3.1  INITIAL  CONSTRUCTION.  The  Franchised  Restaurant  shall be constructed and the premises  initially  improved in the manner approved by BKC, and shall be decorated, furnished, and equipped with equipment, furnishings, and fixtures which meet BKC's  specifications  and Current Image.  The appearance of the Franchised  Restaurant shall not thereafter be altered except as approved by BKC in writing.

            5.3.2  REPAIR AND  MAINTENANCE.  The  Franchisee  shall,  at its own expense,  continuously  throughout  the  Term of this  Agreement,  maintain  the Franchised Restaurant in good condition and repair in accordance with BKC's then current repair and maintenance standards.

            5.3.3  CURRENT  IMAGE.  During the year  immediately  following  the expiration of one half of the Term of this Agreement  (e.g., in the 11th year of a 20 year term), the Franchisee shall remodel, improve and alter the exterior of the Franchised Restaurant to conform with the Current Image in effect during the prior year .

      5.4   SIGNS.  The Burger King Marks will be  displayed  only in the manner and at such  locations  as are  authorized  by BKC.  The  Franchisee  agrees  to maintain and display signs conforming to the Current Image. The Franchisee shall discontinue the use of and destroy such signs as are declared obsolete by BKC.

      5.5   EQUIPMENT.  Only  equipment  and equipment  layouts  approved by BKC shall be used at the Location.  All equipment shall be maintained in a condition that meets operational  standards  specified in the MOD Manual, and as equipment becomes obsolete or inoperable,  the Franchisee will replace such items with the types and kinds of  equipment  as are then  approved  for use in new Burger King Restaurants at the time of  replacement.  If BKC determines  that  additional or substitute  equipment  is needed in any part of the  Location due to a change in menu items or method of preparation and service,  or because of health or safety considerations,  the Franchisee will install the new equipment  within such time as BKC may reasonably specify.

      5.6   VENDING MACHINES,  ETC. No telephone  booths,  newspaper racks, juke boxes,  vending  machines,  games,  rides or any other type of machines shall be installed without the prior written approval of BKC.

      5.7   MENU, SERVICE AND HYGIENE. The Franchised Restaurant shall serve all menu items and brands  specified  by BKC, and shall not serve any items that are not set forth in the MOD Manual or otherwise  authorized  and approved by BKC in writing. The Franchisee shall adhere to all specifications  contained in the MOD

                                      6

Manual or as otherwise prescribed by BKC as to ingredients,  storage,  handling, method of preparation and service, weight and dimensions of products served, and standards of cleanliness,  health,  and sanitation.  All food, drinks, and other items will be served and sold in packaging that meets BKC's specifications. Only food, paper products, packaging and supplies from sources approved by BKC (which expression  includes sources of both product and distribution)  shall be used in the Franchised Restaurant.

      5.8   HOURS OF  OPERATION.  Subject to the  provisions  of  Paragraph  2.4 above, or unless otherwise  authorized or directed by BKC the entire  Franchised Restaurant  shall be open for  business  a  minimum  of the hours  indicated  on SCHEDULE  1 daily,  seven (7) days a week,  except  where  prohibited  by law or government  regulation.  BKC  recognizes  that  considerations  peculiar  to the location  of the  Franchised  Restaurant  may make it  necessary  to  alter  the aforesaid hours of operation, and BKC will not unreasonably withhold its consent to do so.

      5.9   UNIFORMS.   All  employees  at  the  Location  shall  wear  uniforms previously approved by BKC as meeting the design, color and specification as are from time to time prescribed by BKC.





      5.10  ADVERTISING  AND  PROMOTION  MATERIALS.  Only  such  advertising  or promotional  materials,  slogans  or  other  items as are  authorized  by BKC in writing prior to use shall be used, sold, or distributed,  and no display or use of the Burger King Marks shall be made without the prior  written  permission of BKC. All materials on which Burger King Marks are used shall bear such notice of registration  or license  legend as BKC may specify.  The  Franchisee  agrees to comply with the advertising and promotional  standards  established from time to time by BKC.

      5.11  INTERFERENCE  WITH  EMPLOYMENT  RELATIONS OF OTHERS.  The Franchisee will not attempt,  directly or  indirectly,  to entice or induce any employee of BKC or of an  Affiliate  of BKC or of  another  franchisee  of BKC to leave such employment,  nor to employ such employee  within six (6) months after his or her termination  of  employment  with such  employer,  except with the prior written consent of such employer.

      5.12  IMPROVEMENTS.  The  Franchisee  shall  notify  BKC of any  potential improvements  or new features which it identifies as capable of benefitting  the Burger King System.  The Franchisee shall not use potential  improvements or new features at the Franchised Restaurant unless authorized by BKC in writing and at its sole  discretion,  but BKC is under no obligation to authorize such use. The Franchisee  acknowledges and agrees that all such potential improvements and new features  shall  become the  exclusive  property of BKC  without  payment of any consideration  to the  Franchisee,  and BKC is free to evaluate  such  potential improvements  or new  features in its own  restaurants  and  introduce  any such improvements  or new features into the Burger King System for the benefit of BKC

                                      7

and other franchisees. The Franchisee agrees to execute any additional documents which BKC may deem  necessary  to  effect  or  perfect  the  provisions  of this Paragraph 5.12.

      5.13  SELF-AUDIt.  The  Franchisee  shall  participate  in any  self-audit scheme which may from time to time form part of the Burger King System.

      5.14  HEALTH PROBLEMS.  The Franchisee shall immediately notify BKC of any actual or suspected  occurrence of any serious communicable disease or infection at or among staff or customers at the Franchised Restaurant.

      5.15  RIGHT  OF  ENTRY,   INSPECTION  AND  CLOSURE.  BKC  shall  have  the unrestricted right to enter the Franchised Restaurant to conduct such reasonable activities as it deems  necessary to ascertain  compliance  with this Agreement. The  inspections  may be  conducted  without  prior  notice at any time when the Franchisee or any one of its responsible  employees or representatives is at the Franchised  Restaurant.  The  inspections  shall be  performed in a manner which minimizes interference with the operation of the Franchised Restaurant.  BKC may require the removal of any items which do not comply with this  Agreement at the Franchisee's cost. In the event that BKC identifies,  or reasonably suspects the existence  of,  any  significant  risk to health or safety in any  aspect of the operation at the Location,  BKC may require the Franchisee  immediately to close the Franchised Restaurant until the hazard as been eliminated. BKC shall specify the  grounds  for taking  such  action and such steps if any a it  believes  are necessary to eliminate  the hazard and shall  cooperate  with the  Franchisee to enable the Franchisee to re-open the Franchised Restaurant as soon as possible.

      5.16  SOURCES OF SUPPLY.

            5.16.1 AUTHORIZED SUPPLIERS.  BKC may require that any item required for or used in the operation of the  Franchised  Restaurant  shall be previously approved by BKC in its sole and  absolute  discretion  and that the supplier and distributor  of such items also be  previously  approved  by BKC in its sole and absolute  discretion.  The Franchisee  shall in such case purchase only from BKC authorized  suppliers  and  distributors.   Should  the  Franchisee  propose  an alternative  supplier and  distributor,  BKC shall  evaluate  such  supplier and distributor against its then-current criteria, as established by BKC in its sole discretion, and either approve or disapprove such supplier and distributor.  Any supplier and  distributor  proposed by the  Franchisee may be required to sign a suitable  confidentiality  undertaking before BKC's confidential  specifications are disclosed.  In approving or  disapproving  suppliers and  distributors,  the Franchisee  acknowledges  and agrees that BKC may devote such resources and time as BKC may  reasonably  determine is necessary to evaluate any such  supplier or distributor in its sole discretion. BKC agrees that it will apply those criteria in good faith toward the Franchisee.  If BKC denies the Franchisee's request for approval of a supplier or  distributor  BKC shall advise the  Franchisee  of the reasons  for its  decision.  If BKC fails to  approve  or deny the  Franchisee's

                                      8





request for approval of a supplier or  distributor  within  thirty (30) business days then approval  shall be deemed to have been given.  Approval of any suppler or distributor by BKC is subject to revocation in its sole discretion.

            5.16.2  SELF-SUPPLY.  Franchisee  may, upon prior written  notice to BKC,  invest in BKC approved  suppliers  and/or  distributors  to the Franchised Restaurant or request  approval from BKC to become an approved  supplier  and/or distributor to the Franchised  Restaurant.  BKC shall not unreasonably  withhold its  approval  of  the  Franchisee  as a  supplier  and/or  distributor  to  the Franchised Restaurant and/or other Burger King Restaurants. Franchisee expressly acknowledges  and agrees,  however,  that the Franchisee  must meet all of BKC's then current conditions for supplier and/or distribution agreements.

            5.16.3 LIMITS ON BKC RESPONSIBILITY.   BKC shall NOT be responsible for the following:

                        (a) Arranging, assuring, or facilitating the delivery or                   availability  o  labor,  food,  paper,  equipment,  furniture,                   fixtures,  or any other goods or services in  connection  with                   the operation of the Franchised Restaurant.

                        (b) Arranging, assuring, or facilitating the delivery or                   availability  of labor,  food,  paper,  equipment,  furniture,                   fixtures or any other goods or services in connection with the                   operation of the  Franchised  Restaurant at a reasonable or at                   any other  particular  cost (whether stated as a percentage of                   sales or  otherwise  to the  Franchised  Restaurant  or to the                   Franchisee).

            5.16.4   FRANCHISEE'S   RESPONSIBILITIES.    Franchisee   shall   be responsible for locating and submitting to BKC for approval, pursuant to Section 5.16.1  above,  suppliers  and  distributors  capable  of  manufacturing  and/or delivering all BKC required goods and services to the Franchised Restaurant on a consistent and reliable basis.

6.    SERVICES TO FRANCHISEE.

      6.1   SERVICES PROVIDED BY BKC.  BKC,  its designee or an Affiliate of BKC shall periodically advise and consult with the Franchisee in connection with the operation of the Franchised Restaurant and shall provide to he Franchisee:

            (a) The MOD Manual,  including all  revisions  and updates  thereto, which  will be  loaned to the  Franchisee  for the term of this  Agreement.  The loaned copy of the MOD Manual and other  specifications,  standard and operating procedures  furnished by BKC shall be written in English, and any translation to another  language  shall  be  at  the  Franchisee's   responsibility  and  cost.

                                      9

Franchisee  shall  translate  the MOD  Manual  into the native  language  of the employees at the  Franchised  Restaurant  upon request by BKC. The delivery of a copy of the MOD Manual,  including all revisions and updates thereto,  by BKC to the  Franchisee  satisfies and fulfills any obligation BKC may be deemed to have to provide  the  Franchisee  with use of the  Burger  King  System or  expertise regarding he Burger King System.

            (b) A representative of BKC who shall make not less than two (2) one day visits to Poland  per annum to provide  the  Franchisee  with any  requested reasonable  operations or marketing  guidance and advice.  Franchisee shall have the  option to  participate,  at its sole cost and  expense,  in any  additional training pro grams offered by BKC to other franchisees generally.  Such training programs shall be at locations designated by BKC.

            (c) Communication of new  developments,  techniques and improvements of BKC which BKC deems in its sole discretion to be relevant to the operation of the  Franchised  Restaurant  and which BKC may otherwise  make  available to all other franchisees in Europe.

      6.2   SERVICES NOT PROVIDED BY BKC. The Franchisee acknowledges and agrees that  compliance  by BKC with its  obligations  under  Section  6.1 above  shall satisfy all  obligations  of BKC to provide  operational,  marketing,  and other support to the Franchisee,  and that any other support  provided by BKC shall be at BKC's sole discretion.  The Franchisee  further  acknowledges and agrees that BKC shall have no obligation with regard to the  establishment,  development and for  maintenance of consumer  awareness or recognition of the Burger King Marks, Restaurants or System.

      6.3   OPTIONAL  SERVICES.  BKC may,  but shall under no  circumstances  be required to, offer the following  services and/or  assistance to Franchisee,  in BKC's sole discretion:

            (a) If  requested by  Franchisee,  BKC may, at its sole and absolute discretion,   provide   Franchisee  with  a  pre-opening   training  program  at Franchisee's sole cost and expense at whatever location BKC may designate in its sole discretion.





            (b) If  requested by  Franchisee,  BKC may, in its sole and absolute discretion,  provide  Franchisee with  pre-opening  and opening  supervision and assistance  by  personnel  of  BKC,  its  designee  or an  Affiliate  of  BKC at Franchisee's sole cost and expense at whatever location BKC may designate in its sole discretion.

7.    LOCATION.

      7.1   EXCLUSIVE  PURPOSE.  During the term of this  Agreement the Location shall be used exclusively for the purpose of operating a Burger King Restaurant.

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      7.2   DAMAGE TO FRANCHISED RESTAURANT.  In the event of the building being damaged or destroyed  by fire or any other peril,  or required to be repaired or altered by any  competent  authority,  the  Franchisee  shall at its own expense repair or reconstruct  the building within a reasonable time to reflect the then Current  Image of Burger King  Restaurants,  having  first  submitted to BKC all plans  and  specifications  related  thereto  for  prior  approval.   Where  the Franchised  Restaurant  is insured by a person  other than the  Franchisee,  the Franchisee's obligations shall be limited to taking such steps as are reasonably available to the  Franchisee to assure that any insurance  moneys ar paid out in accordance with this  subparagraph.  Notwithstanding  the foregoing,  if (a) the building is leased,  (b) the  Franchisee  is  prohibited  under the terms of the applicable  lease from  repairing  or  reconstructing  the  building as provided above,  and (c) the  Franchisee  has  exhausted its best efforts to convince the landlord to consent to such repair or reconstruction,  then the Franchisee shall be released from its  obligations  under this  Paragraph 7.2 and this  Agreement shall terminate.

8.    TRAINING AND STAFFING.

      8.1   PRE-OPENING  TRAINING.  Before the Franchised  Restaurant opens, the Director of Operations and such members of the  Franchisee's  staff charged with the responsibility for the day to day operation of the Franchised  Restaurant as BKC may determine must have  successfully  completed  BKC's training  program at such location in the U.S. or elsewhere as may be designated by BKC. Such members of t e Franchisee's  restaurant  staff as BKC may determine  shall undertake and complete continuing raining programs from time to time as may be directed by BKC in order to implement current  operational  standards.  There shall be no charge for  participation  in the  training  programs,  but  the  Franchisee  shall  be responsible  for  all  travel  and  living  expenses,  all  compensation  of the Franchisee's  employee  while  enrolled in the training  program,  and any other personal expenses incurred.

      8.2   NEW DIRECTOR OF  OPERATIONS.  Any new Director of  Operations as BKC may approve shall successfully  complete the above program before taking up such position.

      8.3   TRAINING PROGRAM.  The Franchisee shall implement a training program for Franchised  Restaurant  employees in accordance with training  standards and procedures  prescribed by BKC and shall staff the  Franchised  Restaurant at all times with a sufficient number of trained employees including the minimum number of managers  required by BKC who have  completed  BKC's  training  program at an accredited location.

9.    ROYALTY AND ADVERTISING CONTRIBUTION.

      9.1   ROYALTY.

            9.1.1 PAYMENT OF ROYALTY.  Except as otherwise provided in Section 5 3 of the   Development Agreement, by the fifteenth (15th) day of each month, the

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Franchisee  shall deliver to BKC a return of Gross Sales for the preceding month and pay to BKC or its designee a royalty for the use of the Burger King Marks an the Burger  King  System  calculated  by applying  the  percentage  set forth in SCHEDULE  1  against  the Gross  Sales for the  preceding  calendar  month.  All royalties  shall be paid by the  Franchisee  to BKC or its  designee  in  United States  currency  into such bank  account  in the  United  States of  America or elsewhere as BKC shall designate by prior written notice to the Franchisee. Such payments  shall be made by such  method as BKC may from  time to time  stipulate including  direct debit, in accordance with applicable law. Each conversion from local currency to United States currency shall be at the maximum selling rate of exchange  quoted by  Citibank,  N.A. in New York,  New York,  U.S.A.,  or at the





maximum  selling rate of a nationally  recognized  bank in the country where the Franchised  Restaurant is located, at the sole discretion of BKC, as of the last bank  trading  day of the  month on which the  royalty  payment  is  based.  The Franchisee will, at its expense, make all necessary and appropriate applications to  such  governmental  authorities  as  may  be  requested  by BKC or as may be required for transmittal and payment of United States currency to BKC.

            9.1.2  INABILITY TO REMIT ROYALTY.  In the event that the Franchisee shall at any time be prohibited from making any payment in the United States and in United States currency,  the Franchisee shall immediately  notify BKC of this fact and such payment shall thereupon be made at such place and in such currency as may be  selected  by  BKC  and  acceptable  to the  appropriate  governmental authorities of the country in which the Franchised Restaurant is located, all in accordance  with  remittance  instructions  furnished by BKC. If, having pursued every  reasonable  endeavor,  the  parties are  thereafter  unable to secure any method of payment to BKC as required in Subparagraph  9.1.1 above, then BKC may, in its sole discretion,  either (a) accept  subsequent  payments in a manner and currency acceptable to BKC in its sole discretion,  or (b) by one-hundred eighty (180) days prior written notice to the  Franchisee,  immediately  terminate this Agreement  without  any claim  being mad by either  party  against  the other in respect to such  termination.  The acceptance by BKC of; ny payment  pursuant to Subparagraph  9.1.2(a) above shall not excuse the Franchisee from its obligation to pay all  subsequent  payments as required  under  Subparagraph  9.1.1 and BKC remain free to exercise  its right under  Subparagraph  9.1.2(b) as each monthly royalty payment comes due.

      9.2   ADVERTISING AND SALES PROMOTION.

            9.2.1 FRANCHISEE'S  ADMINISTRATION OF AD FUND. Pursuant to the terms of the Ad Fund  Agreement  dated March 14, 1997 between the  Franchisee and BKC, the  Franchisee  shall  expend  monthly,  in the  country  where the  Franchised Restaurant  is  located,  monies for  advertising,  sales  promotion  and public relation services for he benefit of Burger King Restaurants in the country where the Franchised Restaurant is locate, including creative,  production,  media and clearance  costs of advertising  and sales  promotion  materials,  and marketing

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research  expenses  directly  related to the  development  and evaluation of the effectiveness of advertising and sales promotion. (SUBJECT TO A PENDING  REQUEST FOR CONFIDENTIAL TREATMENT)

            9.2.2 BKC'S RIGHT TO ADMINISTER FUNDS.  Notwithstanding the language in Subparagraph  9.2.1 above,  BKC and the Franchisee  agrees that, in the event BKC  develops  company-owned  Burger  King  Restaurants  directly  or  through a subsidiary or joint venture in the country  where the  Franchised  Restaurant is located  or  franchises  Burger  King  Restaurants  in  the  country  where  the Franchised Restaurant is located to someone other than the Franchisee, BKC shall have the right to  terminate  the Ad Fund  Agreement  pursuant  to its terms and require that the Franchisee pay to BKC or its designee by the fifteenth  (15th') day of  each  month,  in  the  currency  of the  country  where  the  Franchised Restaurant  is located an amount equal to the amount  calculated by applying the advertising percentage stated in SCHEDULE 1 to the Gross Sales for the preceding calendar  month.  Any monies  received by BKC under this  Subparagraph  shall be administered  by BKC as provided in  Subparagraph  9.2.3 below. In the event BKC requires  and the  Franchisee  makes  these  payments,  the  direct  expenditure obligation of Subparagraph 9.2.1 above will be deemed fully satisfied.

            9.2.3  ADMINISTRATION.  Any  amounts  received  by BKC  pursuant  to Subparagraph 9.2.2 above, less administrative expenses and any applicable taxes, will be combined with payments from other Burger King  Restaurants to form an ad fund which will be used for (a) market research expenditures directly related to the  development  and evaluation of the  effectiveness  of advertising and sales promotions, (b) creative, production and other costs incurred in connection with the development of advertising  sales promotions and public  relations,  both in the market area of the Franchised  Restaurant as reasonably defined from time to time by BKC, and on a national  basis and (c) various  methods of delivering the advertising or promotional  message,  including without limitation,  television, radio, outdoor and print. The allocation of the Advertising Contribution between international,  national,  regional, and local expenditures shall be made by BKC in its sole  business  judgment.  All general and  administrative  expenses  and overhead  associated  with the ad  fund,  including  salaries  of  relevant  BKC employees,  shall be paid out of the assets of the ad fund.  The  Franchisee  is encouraged to participate in the planning of advertising,  sales  promotions and public  relations for the Franchised  Restaurant,  but all expenditures for such matters shall be the sole  discretion  of BKC. In addition to the  percentage of Gross  Sales,  the  Franchisee  agrees to  transfer to BKC or its  designee  for inclusion in the market fund all advertising or promotional  allowances given by suppliers of products which are sold in the Franchised  Restaurant uncle a brand name. Such payment to be made to BKC or its designee by the fifteenth (15th) day of the month following  receipt of the said  allowance.  The market fund will be run by BKC directly or by delegation to its designee.





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            9.2.4  COMPLIANCE WITH LAWS AND POLICIES.  The Franchisee  agrees to adhere to all applicable  statutory  regulations and to KC's advertising,  sales promotion  and  public  relations  standards  and all  advertisements  and other material published,  circulated or exhibited shall first be approved by BKC. The Franchisee   agree   immediately  to  remove  or  discontinue  the  use  of  any objectionable advertising material upon receiving notice from BKC.

      9.3   GROSS  SALES.  The  term  Gross  Sales  as used in this  Agreement includes all sums charged for goods,  merchandise,  or services  sold at or from the  Location.  The sale of Burger King  products  away from the Location is not authorized;  however, should any such sales be approved in the future, they will be included within the definition of Gross Sales.  Gross Sales shall not include any  value  added  tax,  turnover  tax,  or any  similar  tax  collected  by the Franchisee from customers based upon sales.

      9.4   INTEREST  AND  ATTORNEY'S  FEES.  The  Franchisee  shall  pay to BKC interest (in U.S.  dollars in the United States) upon any sum overdue under this Agreement,  calculated  at three (3)  percent  per annum above the prime rate of merest  charged by  Citibank,  N.A.,  against the overdue sum  expressed in U.S. dollars. By way of exception,  any overdue sum required to be paid in a currency other than U.S.  dollars  shall bear merest at three (3) percent per annum above the base  lending  rate of any  nationally  recognized  bank within the relevant country  designated  by BKC.  Nothing in this  paragraph is meant to require the Franchisee to pay interest at a rate greater than that allowed by applicable law and, in the event that this paragraph would have such an effect,  the Franchisee shall only be required to pay interest at the maximum rate  allowable by law. If an excess amount is inadvertently  collected,  it shall be applied to reduce the amounts due under  Subparagraph 9.1.1 above. The Franchisee shall pay all costs, including reasonable attorney's fees, incurred by BKC in enforcing the tern s of this Agreement.

10.   ACCOUNTING PROCEDURES;  RIGHT OF AUDIT.

      10.1  ACCOUNTING.  The Franchisee  agrees to keep complete  records of the business and shall furnish BKC with monthly and fiscal  year-to-date  profit and loss statements for the Franchised  Restaurant in the format  prescribed by BKC. The  Franchisee  shall  also  submit to BKC  quarterly  balance  sheets  for the Franchisee  itself and not  merely of the  Franchised  Restaurant,  the first of which shall be for the period ending  forty-five  (45) days after the expiration of the first calendar quarter after the Franchised  Restaurant opens. All profit and loss  statements  and  balance  sheets  shall  be  submitted  to BKC  within fifty-five (45) days after the end of the period covered by the report in a form acceptable to BKC. In addition, the Franchisee shall submit to BKC copies of tax returns relating to the Franchisee's  sales at the Franchised  Restaurant at the same time the returns are filed,  and such other  records as BKC may  reasonably request from time to time.

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      10.2  ANNUAL FINANCIAL STATEMENT.  Within ninety (90) days after the close of each fiscal year and at any time on request,  the  Franchisee  shall submit a full disclosure of all  shareholders in the Franchisee,  and of all persons with an interest in the Franchised  Restaurant.  ln addition,  the  Franchisee  shall furnish an annual  financial  statement  for the  Franchisee  and not merely the Franchised Restaurant,  which statement shall be certified by a Certified Public Accountant or equivalent.

      10.3  AUDITS.  The Franchisee agrees that BKC or its  representatives,  at BKC's expense shall, at all reasonable times, have the right to examine or audit the books and  accounts of the  Franchisee.  The  Franchisee  shall retain sales records  for a period  of at least  twenty-four  (24)  months.  In the event the reported Gross Sales are less than the actual Gross Sales,  the Franchisee shall make an additional payment to BKC in the amount of the discrepancy. In the event that the  discrepancy  exceeds  two  percent  (2%),  th  Franchisee  shall  also reimburse BKC for all costs of the audit including travel, lodging and wages.

      10.4  RELEASE  OF  FINANCIAL  INFORMATION.  BKC is  authorized  to release financial and  operational  information on the Franchised  Restaurant as part of any disclosure of information on the Burger King System in the country where the Franchised Restaurant is located or on the Burger King System as a whole. Except as  required  by law or  regulation,  BKC shall not  specifically  identify  the Franchised Restaurant to which this information relates.

      10.5  POLLING.

            10.5.1 POS SYSTEMS. The Franchisee shall at all times operate at the Franchised  Restaurant  POS  systems  previously  approved by BKC as meeting its performance  standards and other  criteria  including  compatibility  with BKC's





polling  standards,  provided that such POS system  operates in accordance  with applicable  law. BKC shall have the right to call upon the Franchisee to upgrade the POS systems as BKC may deem necessary or desirable in the interest of proper administration  of restaurants  operating under the Burger King System,  and the Franchisee shall comply with such requirement within such reasonable time as may be specified by BKC. Such  authorized  POS systems shall at all times be used to record and process such  information  as BKC may from time to time require,  and such  information  shall be  maintained  in such format and kept  available  for access by BKC on such POS system for such minimum period as BKC may require. The Franchisee  she effect  the  polling  operation  at such time or times as may be required  by  BKC,  but  BKC may  itself  initiate  polling  whenever  it  deems appropriate.   BKC  shall  have  no  obligation  to  provide   Franchisee   with information,  consultation  or advice  concerning  POS systems or  accounting or other financial systems for the operation of Franchisee's business.

            10.5.2  AUTHORIZED  POLLING.  The Franchisee shall permit BKC or its duly  authorized  agents  at all  times  and  from  time to  time  to  poll  any

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information contained in such POS system. For the purposes of this Agreement the term  poll  or  polling  means  any  process  acceptable  to  BKC  by  which information  o  data  may  be  transmitted  from a POS  system  operated  by the Franchisee or its agents into a computer or system operated by BKC, it agents or Affiliates.  If for any reason polling is not  practicable,  BKC may require the Franchisee to download such  information  into machine  readable form compatible with the system  operated by BKC,  its agents or  Affiliates  and to derive such information  to  BKC by  such  method  and  within  such  timescale  as BKC  may reasonably determine.

            10.5.3 OTHER  INFORMATION.  The Franchisee shall if requested and as long as polling is not possible  provide to BKC such information as BKC may from time to time require regarding product volumes and production.

11.   LIMITATIONS OF FRANCHISE.

      11.1  TRADEMARKS, TRADE NAMES, SERVICE MARKS AND TRADE SECRETS.

            11.1.1 REGISTRATION ASSISTANCE BY FRANCHISEE.  The Franchisee shall, upon request and at no expense to the  Franchisee  assist BKC in perfecting  and obtaining registration of unregistered Burger King Marks.

            11.1.2 OWNERSHIP.  The Franchisee acknowledges that ownership of all right,  title and  interest  to the Burger King System and the Burger King Marks (registered  and  unregistered)  is and shall remain  vested  solely in BKC. The Franchisee  acknowledges  the  uniqueness  of the Burger King System an that the Franchisee has had no part in its creation or  development,  no prior  knowledge of, and no  proprietary  or other  rights or claims in or to any  element of the Burger King System or the Burger King Marks.

            11.1.3  CONFIDENTIALITY OF TRADE SECRETS. The Franchisee agrees that all materials  made available to the Franchise and all  disclosures  made to the Franchisee,  and not to the general public, by or at the direction of BKC at any time before or during the term of this  Agreement,  including  the MOD Manual in its entirety and any translations thereof, are to be considered trade secrets of BKC for purpose of this Agreement and shall be kept confidential and used by the Franchisee only in the operation of the Franchised Restaurant and other licensed Burger King  Restaurants.  The Franchise  agrees not to divulge any of the trade secrets to any person other than the Franchisee's employees and then only to the extent  necessary for the operation of the  Franchised  Restaurant,  an d not to permit anyone to reproduce, copy or exhibit any portion of the MOD Manual or any other  confidential  or proprietary  information  received from BKC,  except for translating  from English to the language of the country in which the Franchised Restaurant is located, if the Franchisee's  employees cannot read and understand English.

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            11.1.4 REGISTERED USER AGREEMENTS.  The Franchisee  shall,  whenever requested by BKC, enter into one or more Registered User Agreements  authorizing and  permitting  the use of the Burger King Marks as provided in this  Agreement and to execute any  documents  and/or do such things as are  requested to assist BKC in connection with registration of any Registered User Agreement. Nothing in any Registered  User  Agreement  shall be construed as giving the Franchisee the right to transfer or sublicense  the  Franchisee's  right to use the Burger King Marks.





            11.1.5 NO IMPAIRMENT OF MARKS.  The Franchisee  will not directly or indirectly,  at any time during the term of this Agreement or thereafter,  do or cause to be done any act or thing  disputing,  attacking or in any way impairing the validity of and BKC's right,  title or interest in the Burger King Marks and the Burger King System.

            11.1.6  ASSIGNMENT OF RIGHTS IN MARKS. The Franchisee hereby assigns to BKC such rights (if any) as the  Franchisee  may hereafter  acquire in any of the Burger King Marks or the Burger King System and shall execute such documents and do  such  acts  at the  cost  of BKC as may be  necessary  to  perfect  such assignment.

            11.1.7  INFRINGEMENT,  ETC. The Franchisee shall immediately  notify BKC of all  infringements  or  imitations of the Burger King Marks which come to the Franchisee's  attention,  and all challenges to the Franchisee's use c f any of the Burger King Marks. BKC will take such action as it in its sole discretion deems  appropriate  to prevent  unauthorized  persons from using the Burger King Marks.  The Franchisee  agrees to cooperate in the  prosecution of any action to prevent  the  infringement,  imitation,  illegal se or misuse of the Burger King Marks or the  Burger  King  System and agrees to be named as a party in any such action if so requested  by BKC. BKC agrees to bear the legal  expenses and costs incidental to the Franchisee's  participation in such action except for the cost and expenses of the Franchisee's personal legal counsel if the Franchisee elects to be represented by counsel of the  Franchisee's  own choosing.  The Franchisee shall not  institute  any legal  action or other kind of  proceeding  based upon Burger King Marks or the Burger King System  without the prior written  approval of BKC.

            11.1.8  REGISTERED  MARKS.  BKC represents  that the marks listed on Exhibit A are  registered  or applied  for,  but makes no  expressed  or implied warranty  with  respect to the  validity of any of the Burger  King  Marks.  The Franchisee  accepts that the  Franchisee  may conduct  business  utilizing  some Burger King Marks which have not been registered and that  registration  may not be granted for the unregistered marks and that some of the Burger King Marks may be subject to use by third parties unauthorized by BKC.

            11.1.9  FRANCHISEE  NAME.  In the adoption of a trade,  corporate or partnership name, the Franchisee shall not use any of the Burger King Marks, any variations  or  abbreviations  or any words  confusingly  similar  to any of the Burger King Marks.

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            11.1.10  REGISTRATION  OF  AGREEMENT.  If  local  law  requires  the registration  or  recordation  of this  Agreement  with any  local  governmental agency,  administrative board or banking agency,  Franchisee shall request BKC's consent to do so. If BKC grants its consent,  Franchise  shall  effectuate  such registration(s)  or  recordation(s)  at its sole  cost  and  expense  in  strict compliance with local laws as soon as possible.

      11.2  INDEPENDENT CONTRACTOR.

            11.2.1 NO AGENCY.  The franchisee is an independent  business entity and is not an agent, partner, joint venture, representative, or employee of BKC, and no express or implied fiduciary relationship exists between the parties. The Franchisee  shall not attempt to bind or  obligate  BKC in any way nor shall the Franchisee  represent that the Franchisee has any right to do so. BKC shall have no control  over the terms and  conditions  of  employment  of the  Franchisee's employees.

            11.2.2 PUBLIC NOTICE OF  INDEPENDENCE.  In all public records and in the Franchisee's relationship with other persons, on stationery,  business forms and cheques,  the  Franchisee  shall indicate the  independent  ownership of the Franchised  Restaurant  and  that  the  Franchisee  is a  licensee  of BKC.  The Franchisee  shall exhibit on the Location in such places as may be designated by BKC, a notification that the Franchised Restaurant is operated by an independent operator under license from BKC.

12.   UNFAIR  COMPETITION.  The  Franchisee  agrees,  during  the  term  of this Agreement and thereafter,  not to directly or indirectly engage in the operation of any  restaurant,  except as licensed by BKC, which utilizes or duplicates the Burger King System or any part thereof.

13.   INSURANCE, INDEMNIFICATION.

      13.1  GENERAL  LIABILITY  INSURANCE.  Franchisee  agrees  to  carry at its expense  during  the  Term of this  Agreement  Comprehensive  General  Liability insurance, including Products Liability and Broad Form Contractual Liability, in an  amount  which is at all  times  the  local  equivalent  of not less than One Million U.S. Dollars (U.S.  $1,000,000.00)  per occurrence for bodily injury and Five Hundred  Thousand  U.S.  Dollars  (U.S.  $500,000.00)  per  occurrence  for property damage, or in such increased amounts as BKC may reasonably request from time to time during the Term of this  Agreement.  Each policy will name BKC, and its subsidiaries,  affiliated and parent companies as an additional insured, and will provide hat the policy  cannot be canceled  without  thirty (30) days prior





written notice to BKC, will insure against the liability of BKC for both its and Franchisee's  acts or omissions,  and will insure the  contractual  liability of Franchisee  under paragraph 13.3  Additionally,  Franchisee  agrees to carry, at Franchisee's  expense,  umbrella coverage in an amount which is at all times the equivalent  of One  Million  U.S.  Dollars  (U.S.  $1,000,000)  over  the  basic

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Comprehensive  General  Liability  insurance  per  restaurant;  except  that  if Franchisee  owns  more  than ten (10)  Burger  King  Restaurants,  the  umbrella coverage applicable to all such restaurants need not exceed an mount which is at any  time  in  excess  of the  equivalent  of Ten  Million  U.S.  Dollars  (U.S. $10,000,000).  The  insurance  afforded  by the  policy or  policies  respecting liability  shall not exclude  claims,  actions or demands  brought in the United States or anywhere else outside the country in which the  Franchised  Restaurant is located and shall not be limited in any way by reason of any insurance  which may be  maintained  by BKC  prior to the  Commencement  Date,  Franchisee  shall furnish to BKC Certificates of Insurance  reflecting that the insurance coverage is in effect  pursuant to the terms of this  Agreement.  All  policies  shall be renewed,  and a  renewal  Certificate  of  Insurance  mailed  to BKC at its main office,  or at such  other  location  as may be  specified  by BKC  prior to the expiration  date of the  policies.  This  obligation  of  Franchisee to maintain insurance is separate and distinct  from its  obligation  to indemnify BKC under the  provisions  of  Paragraph  13.3 and shall not be  affected by reason of the negligence of or a claim of negligence against BKC.

      13.2  WORKERS  COMPENSATION,  ETC. Franchisee agrees to participate in any governmental  Worker's  Compensation  Program,  unemployment  insurance program, hospitalization  program and any other similar  program which may be required by the laws of the country where the Franchised Restaurant is located.

      13.3  INDEMNITY.  Franchisee is responsible  for all losses or damages and contractual  liabilities to third persons  arising out of or in connection  with possession,  ownership or operation of the  Franchised  Restaurant,  and for all claims or demands for  damages to  property  or for injury,  illness or death of persons directly or indirectly resulting therefrom. Franchisee agrees to defend, indemnify and save BKC, and its  subsidiaries,  affiliated and parent  companies harmless  of,  from  and  with  respect  to any such  claims,  demands,  losses, obligations,  costs, expenses,  liabilities,  debts or damages,  unless they are caused by the gross negligence of BKC itself BKC's right to indemnity under this Agreement  shall  arise and be valid  notwithstanding  that joint or  concurrent liability may be imposed on BKC by statute, ordinance,  regulation or other law. The  indemnification of BKC by Franchisee for Franchisee's own negligence,  acts or  omissions,  shall not be limited by the amount of insurance  required  under Paragraph 13.1, nor upon a claim that BKC is responsible for Franchisee's act or omissions or that Franchisee was acting in the capacity of an agent of BKC. This indemnity obligation shall include, but not be limited to, claims related to the employment of Franchisee's employees. This obligation of Franchisee to indemnify and  defend  BKC is  separate  and  distinct  from its  obligation  to  maintain insurance under the provisions of Paragraph 13.1.

            BKC shall notify  Franchisee of any claims,  and Franchisee shall be given the  opportunity to assume the defense of the matter,  however,  BKC shall have the right to  participate  in the defense of any claim or action against it which is assumed by  Franchisee,  at BKC's own cost and expense.  If  Franchisee fails to assume  the  defense,  BKC may defend the action in the manner it deems

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appropriate,  and Franchisee  shall pay to BKC all costs,  including  attorney's fees,  incurred by BKC in effecting  such defense,  in addition to any sum which BKC may pay by reason of any  settlement or judgment  against BKC. No settlement of any claim against BKC shall be made by  Franchisee  which is in excess of the amount of insurance  referred to in Paragraph 13.1 or which would subject BKC to liability in any amount not covered by such insurance  without the prior written consent of BKC. Any final judicial  determination of the negligence of BKC in an amount in excess of the policy limits of insurance required under Paragraph 13.1 shall be the responsibility of BKC.

14.   TAXES.

      14.1 PAYMENT WHEN DUE. The Franchisee  shall pay when due all taxes levied or assessed by reason of the Franchisee's possession,  ownership or operation of the Franchised Restaurant or items loaned to the Franchisee by BKC including any value added tax. In the event of any bona fide dispute as to the liability for a tax assessed  against it, the  Franchisee may contest the validity or the amount of the tax in accordance with the procedures of the taxing  authority,  however, the  Franchisee  shall not permit a tax sale or seizure  against the premises or





equipment.

      14.2  WITHHOLDING  TAXES.  lt is understood and agreed by the parties that any and all tax  liabilities  arising out of this  Agreement will be paid by the party owing such taxes.  ln the event that BKC incurs  withholding tax liability in the country in which the Franchised  Restaurant is located as a result of the franchise  fee  or the  royalty  payments  set  forth  above,  it  shall  be the responsibility  and obligation of the Franchisee to withhold from such franchise fee or royalty  payments  such  withholding  taxes as are  required by law.  The Franchisee  shall  provide BKC with  corresponding  receipts  from the  relevant taxing authorities to evidence such payments or amounts withheld. Taxes, such as income taxes of the Franchisee, which are based on profits from operation of the Franchised Restaurant are the sole responsibility of the Franchisee.

      14.3 ELECTION.  Where the law permits an election  regarding the treatment of any supply or deemed  supply  under this  Agreement  for the  purposes of any value added or other tax chargeable  thereon,  the Franchisee shall make or join in any such election as BKC may from time to time require.

15.   DISPOSAL.

      15.1  TRANSFER OF LNTEREST BY  FRANCHISEE.  Except with the prior  written consent of an authorized  officer of BKC,  Franchisee  shall not (a) directly or indirectly sell,  assign,  convey,  give away,  mortgage,  pledge,  hypothecate, charge,  or otherwise  transfer or encumber its rights or obligations under this Agreement,  or assign any of  Franchisee's  rights or delegate any of its duties hereunder;  (b) sell, issue,  offer,  transfer,  convey, give away, or otherwise

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grant or deliver any additional equity interests in the Franchisee, or (c) sell, assign,  transfer,  convey, or give away  substantially all of the assets of the Franchised Restaurant.

      15.2  TRANSFER OF INTEREST BY  PRINCIPALS.  Except with the prior  written consent  of an  authorized  officer  of BKC,  no  Principal  shall  directly  or indirectly sell,  assign,  convey,  give away,  mortgage,  pledge,  hypothecate, charge,  or  otherwise  transfer  or  encumber  any legal or  beneficial  equity interest in Franchisee.

      15.3  NOTICE OF PROPOSED  TRANSFER.  Any proposed  transferor shall notify BKC in writing of any proposed  transfer of an interest referred to in Paragraph 15.1 or 15.2, as applicable,  before the proposed transfer is to take place, and shall  provide  such  information  and  documentation  relating to the  proposed transfer as BKC may reasonably require.

      15.4  RIGHT OF FIRST REFUSAL.

            15.4.1 NOTICE;  EXERCISE OF OPTION.  In the event  Franchisee or the Principals  wish to accept a bona fide offer from a third party to purchase  all or substantially all of the assets constituting the Franchised  Restaurant or of the majority of the voting stock of the Franchisee,  the proposed  transferor(s) shall  give BKC  written  notice  setting  forth  the name  and  address  of the prospective  purchaser,  the  price  and  terms  of the  offer  together  with a franchisee  application  completed by the prospective  purchaser,  a copy of the Purchase and Sale Agreement,  executed by both the seller and purchaser, and all exhibits,  copies of any real estate purchase agreement or agreements,  proposed security agreements and related promissory notes, assignment documents,  and any other  information  that BKC may request in order to evaluate the offer.  BKC or its designee shall then have the prior option to purchase the interests  covered by the  offer  at the  price  and  upon the  same  terms  of the  offer.  If the consideration  is not money,  the purchase price shall be the cash equivalent of the fair market value of the consideration.  BKC shall have twenty (20) business days after receipt of the notice of offer and the  furnishing of all  reasonably requested  information  within  which to notify  Franchisee  or the  owners,  as applicable, of BKC's intent to exercise its right hereunder. Silence on the part of BKC shall constitute  rejection.  If BKC rejects the offer,  Franchisee shall have 90 days to sell the  Franchised  Restaurant  upon the terms offered to BKC, subject to the approval of BKC a s required below. If the proposed sale includes assets of  Franchisee  not related to the  operation of  franchised  Burger King Restaurants,  BKC may, at its option,  elect to purchase only the assets related to the operation of franchised Burger King Restaurants and an equitable purchase price shall be  allocated to each asset  included in the  proposed  sale. A bona fide offer from a third party  includes any  transfer,  conveyance,  assignment, consolidation,  merger or any other  transaction  in which  legal or  beneficial ownership of the franchise granted by this Agreement is vested in other than the Franchisee.

                                      21





            15.4.2 NO WAIVER.  The  election by BKC not to exercise its right of first  refusal as to any offer shall not affect its right of first refusal as to any subsequent offer.

            15.4.3  UNAUTHORIZED   TRANSFER  VOID.  Any  sale,  attempted  sale, assignment,  or other transfer of the interests described in Subparagraph 15.4.1 without  first giving BKC the right of first  refusal  described  above shall be void and of no force and effect,  and shall constitute an Event of Default under Paragraph 17.1(k).

            15.4.4 SALE; BKC CONSENT.  If BKC does not exercise its option under Subparagraph 15.4.1,  Franchisee may conclude the sale to the purchaser who made the offer  provided BKC's consent to the assignment or sale be first obtained as provided below.

      15.5 BKC CONSENT TO TRANSACTION.  BKC may impose reasonable  conditions on its consent to the transfers  contemplated in Subparagraphs 15.1 and 15.2 above. BKC is under no  obligation  to  consent  to the  encumbrances  contemplated  in Subparagraphs 15.1 and 15.2 above, and may deny its consent to such encumbrances in its sole discretion.

            15.5.1 TRANSFER OF SUBSTANTIALLY  ALL ASSETS OR TRANSFER OF STOCK BY PRINCIPAL.  Reasonable  conditions  in  connection  with (i) a  transfer  of the Franchisee's  rights under this Agreement,  the transfer of substantially all of the  Franchisee's  assets,  or the  delivery or grant of any  additional  equity securities, all pursuant to Subparagraph 15.1 above, or (ii) the transfer of the shares of the Franchisee  pursuant to  Subparagraph  15.2 above,  shall include, without limitation, each of the following:

                        (a)   All   of   the   Franchisee's   accrued   monetary obligations to BKC and its Affiliates must be paid at the time of the transfer;

                        (b)   The  Franchisee  must not be in default under this Agreement  or any  other  agreement  with BKC or its  Affiliates  at the time of transfer;

                        (c)   The transferee (and, if applicable,  all owners of the  transferee),  must  complete  BKC's  then  current  franchisee  application procedures  and meet all of BKC's then  current  criteria  for approval as a BKC franchisee, including financial, character, managerial, credit, operational, and legal standards;

                        (d)   The transferee (and, if applicable,  all owners of the transferee)  must at BKC's option enter into (i) a written  agreement,  in a form  acceptable to BKC,  assuming (or  guaranteeing)  full  performance  of all obligations of the Franchisee under this Agreement,  (ii) a substitute Franchise Agreement,  for a term ending on the expiration date of this Agreement, in BKC's

                                      22

then  current  form,  except  that  royalty  and  advertising   contribution  or expenditure  rates shall be the same as are provided for in this Agreement,  and (iii) such ancillary agreements as BKC may require;

                        (e)   The Franchisee (and, if applicable,  each owner of the Franchisee) must execute a general release,  in a form acceptable to BKC, of any and all claims against BKC, its Affiliates,  and their respective  officers, directors, agents, and employees;

                        (f)   The  transferee,  its Director of Operations,  and its  Restaurant  Manager  must  complete,   at  the  transferee's  expense,  any applicable  orientation  and  training  programs  required by BKC at the time of transfer;

                        (g)   BKC shall approve the terms and  conditions of the sale which affect the  sufficiency  of cash flow from the business after payment of debt service  necessary for  reinvestment  in the business for  refurnishing, maintaining, and remodeling the Location;

                        (h)   The transferor must pay the transfer fee set forth on SCHEDULE 1 in  consideration  of BKC's  expenses in  reviewing  the  proposed transfer;

                        (i)   The transferee must meet with  representatives  of BKC in Miami,  Dade County,  Florida,  U.S.A.,  or such other location as may be designated by BKC;

                        (j)   The   Franchisee   shall   execute  all  documents necessary to cancel the entries of the Franchisee as a registered user and shall cooperate  with BKC in effecting the  cancellation  of entries with the relevant registry of the Franchisee as a registered user.

                        (k)   The transferee shall, if BKC requests,  enter into one or more registered user agreements authorizing and permitting the use of the





Burger King Marks referred to in the agreements.

                        (l)   The  transferor  shall be  jointly  and  severally liable with the transferee (and, if applicable, each owner of the transferee) to BKC for future royalty and advertising  payments due under this Agreement if and so long as any part of the purchase money  consideration  remains owing from the transferee to the transferor.

      15.5.2 SECURITIES OFFERINGS.  Franchisee represents and agrees that:

                  15.5.2.1 COMPLIANCE WITH BKC REQUIREMENTS.  In connection with any future offerings of debt or equity  securities,  Franchisee will comply with all of BKC's then current  requirements with respect to such offerings.  Without limiting  the  foregoing,   in  addition  to  BKC's  then-current   requirements

                                      23

applicable to BKC's franchisees and their principals (or owners) generally,  the requirements  applicable to  Franchisee  will include the  following:  immediate written notice to BKC of any proposed  securities  offering (which notice in any event  shall  be no later  than  the time  when a  proposed  letter  of  intent, memorandum of  understanding  or similar  document is exchanged  with any person respecting  the  underwriting  or placement of  securities  of the  Franchisee); submission,  before or simultaneously with submission to the U.S. Securities and Exchange  Commission  (SEC),  (or  similar  governmental  agency  of any other jurisdiction in which securities are offered), of registration statements and/or prospectuses to BKC for review in connection with trademark usage,  inclusion of disclaimers, and otherwise; the execution by the principals and by underwriters, if any, of  certificates  required by BKC, and the execution of the  Franchisees and the Principals of an indemnity of BKC, its affiliates, agents, attorneys and employees against any liability arising from or in connection with the offering. Within ten (10) business  days after BKC's  receipt of a copy of a  registration statement  filed with the SEC and which BKC wishes to review,  BKC shall furnish the  Franchisee  with its  comments,  if any, on the  prospectus,  provided that failure of BKC to comment shall not relieve the Franchisee of its obligations to include in every  prospectus  such  disclaimers  as are  required by BKC.  BKC's then-current  general requirements for offerings of equity securities shall also apply to  offerings  of debt  securities  by the  Franchisee  unless  and  until separate  requirements  are  articulated  by BKC for debt and equity  securities offerings.

                        15.5.2.2   SUBMISSION   TO   BKC.    Franchisee    shall simultaneously file with BKC all reports and other documents that Franchisee may be required to file with the SEC pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder,  or with, any governmental agency pursuant to the laws and  regulations of any other  jurisdiction in which securities are offered, as and when due.

                        15.5.2.3  REGISTRATION   RIGHTS:   SECONDARY  OFFERINGS. Franchisee  agrees  that it will not  grant  additional  registration  rights or modify any registration  rights previously  granted without prior written notice to BKC.  The  Franchisee  further  agrees  that if it is  required  to  effect a registration  pursuant to any registration rights previously  granted,  then, in connection  with  any  secondary   offering  of  securities   pursuant  to  such registration, it shall comply with BKC's then-current requirements, policies and procedures in connection with such offering and, without limiting the foregoing, shall  indemnify  BKC from  liability  arising  from or in  connection  with the Offering, in the same manner as would be required in connection with an offering of securities by the Franchisee.

                        15.5.2.4  BKC   EXPENSES.   The   Franchisee   must,  in connection  with any proposed  offering of  securities  requiring  the review or consent of BKC,  agree to pay BKC for  certain of BKC's  internal  and  external costs in connection with its review of the proposed securities offering.

                                      24

            15.5.3 CERTAIN  EXCEPTIONS.  Notwithstanding  any other provision of this  agreement,  the Franchisee  shall not be required to submit to BKC for its review and comment any S-3 or S-8 filing by the Franchisee with the SEC, and the Franchisee  shall not be required to obtain the prior written consent of BKC in connection with an issuance of securities  pursuant to an S-8 filing with the SEC so long as the  securities  issued  pursuant to such filing  represent,  per offering:  (i) through  December 31,  1998,  less than three (3%) percent of the





securities  of that class issued and  outstanding,  and (ii) after  December 31, 1998,  less than one percent  (1%) of the  securities  of that class  issued and outstanding.

      15.6  NO WAIVER. BKC's consent to a transfer shall not constitute a waiver of any claims it may have against the transferring party, nor shall it be deemed a waiver of BKC's right to demand exact compliance with any of the terms of this Agreement by the transferor or transferee.

      15.7  DEATH OR MENTAL  INCAPACITY  OF  PRINCIPAL.  If the  Principal  is a natural  person,  upon the  death  or  mental  incapacity  of a  Principal,  the executor,  administrator,  or personal  representative  of such Principal  shall transfer the Principal's interest in Franchisee to a third party approved by BKC within a  reasonable  time  after the  Principal's  death or mental  incapacity. Transfers by devise or inheritance  shall not be subject to BKC's right of first refusal under Paragraph 15.4 above,  but shall be subject to the same conditions imposed on any INTER  VIVOS  transfer  under  Paragraph  15.5  above.  All other transfers  shall be subject to BKC's right of first refusal under Paragraph 15.4 above, or if such right is not exercised,  the same conditions as may be imposed on any INTER VIVOS transfer under  Paragraph 15.5 above. In the case of transfer by devise or  inheritance,  if the heir is not approved or there is no heir, the executor shall use best efforts to transfer the Principal's  interest to another party approved by BKC within twelve (12) months from the date of the Principal's death.  If the conveyance of the Principal's  interest to a party  acceptable to BKC has not taken place within the twelve (12) month period,  BKC shall have the option, to purchase the Principal's interest at fair market value.

      15.8  CORPORATE DOCUMENTS.  The articles of incorporation,  the bylaws and each stock  certificate  of the  Franchisee  must at all times  provide that the issuance and transfer of shares in the  Franchisee  are  restricted  as provided above and may be done only in accordance  with the terms and  conditions of this Agreement.

      15.9  ASSIGNMENT  BY BKC.  BKC may assign this  Agreement to any person or company  which  acquires its Burger King  business in the territory in which the Franchised  Restaurant  is located or a  substantial  part  thereof,  whether by outright acquisition or by way of a master franchise agreement.

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16.   THE PRINCIPALS.

      16.1  STOCK OWNERSHIP.  The  Principals  represent and warrant to BKC that SCHEDULE 2 contains a complete  list of their  respective  shareholdings  in the Franchisee on the date of this Agreement and that, unless otherwise stated,  the Principals are the beneficial owners of their respective shares.

      16.2  COMPLIANCE  BY  PRINCIPALS.  Each  Principal  shall  comply with the covenants,  terms,  conditions  and  acknowledgments  contained in the following sections  as if it were the  party  named  therein  in place of the  Franchisee: Section 11 (Limitations of Franchise); Section 12 (Unfair Competition);  Section 15 (Disposal); and Section 18 (Restrictive Covenant).

            Notwithstanding  any other  provision of this  Agreement,  including without  Imitation  Sections 15.1 and 15.5, so long as  international  Fast Food Corporation,   (IFFC)  is  a  Principal  of  the  Franchisee,   BKC  will  not unreasonably  withhold its consent to the sale or issuance of additional  equity securities  in  IFFC  provided  that  IFFC  has  complied  with  all  reasonable conditions  then  established  by BKC in  connection  with the proposed  sale or issuance of equity securities by IFFC.

      16.3  GUARANTY. Each Principal  hereby agrees to jointly,  severally,  and unconditionally  guaranty the payment and performance of all debts,  obligations and liabilities of the Franchisee to BKC arising pursuant to this Agreement,  or any other  agreement with BKC relating  directly or indirectly to the Franchised Restaurant  (the  BKC  Agreements),  together  with all  costs of  collection, compromise or enforcement,  including reasonable  attorneys' fees, incurred with respect to any such debts, obligations or liabilities or with respect to this or any other guaranty thereof or any bankruptcy  proceeding or other similar action affecting  the  rights  of the  Franchisee's  creditors  generally  (all  of the foregoing being referred to collectively as the Obligations). This guaranty by the Principals  shall continue in full force and effect until the Franchisee has fully  paid  and  performed  all of the  Obligations.  In  connection  with  the guaranties set forth above (collectively, the Guaranties), each of the parties to this Agreement hereby agrees as follows:

            (a)  The  Guaranties  shall  not be  impaired  by any  modification, supplement,  extension  or  amendment  of  the  BKC  Agreements  or  any  of the Obligations, nor by any modification,  release or other alteration of any of the Obligations  hereby guaranteed,  nor by any agreements or arrangements  whatever with the Franchisee or any one else;

            (b)  The  liability  of  each  Principal  is  primary,   direct  and unconditional  and may be enforced without  requiring BKC first to resort to any other right, remedy or security;





                                      26

            (c) No  Principal  shall have any right of  subrogation,  repayment, reimbursement or indemnity whatsoever, unless and until the Obligations are paid or performed in full and all debts owed by the  Franchisee  to any Principal are hereby subordinated to the Obligations;

            (d) If any Principal  should at any time die, become  incapacitated, become insolvent or make a composition, trust mortgage or general assignment for the benefit of  creditors,  or if a bankruptcy  proceeding or any action under a similar  law  affecting  the  rights of  creditors  generally  shall be filed or commenced by, against o r in respect of any Principal,  any and all  obligations of that Principal  shall,  at BKC's option,  immediately  become due and payable without notice,

            (e) If any  payment  or  transfer  to BKC  which  has been  credited against any  Obligation,  is voided or  rescinded  or required to be returned by BKC,  whether or not in  connection  with any event or  proceeding  described in Section  16.3(d),  the  Guaranties  shall continue in effect or be reinstated as though such payment, transfer or recovery had not been made;

            (f) Except as  otherwise  provided  in this  Agreement,  each of the Guaranties  shall be  construed as an absolute,  unconditional,  continuing  and unlimited  obligation  of  each  Principal  without  regard  to the  regularity, validity or  enforceability  of any of the  Obligations,  and without  regard to whether any Obligation is limited,  modified,  voided, released or discharged in any proceeding under any law affecting the rights of creditors generally;

            (g) Any  termination of the Guaranties  shall be applicable  only to Obligations  accruing after the  termination or having their inception after the effective date of such termination and shall not affect Obligations having their inception prior to such date;

            (h) The death or  incapacity of any  Principal  hereunder  shall not result in the termination of the Guaranties;

            (i) Any and all  present  and future  debts and  obligations  of the Franchisee to any Principal hereunder are hereby waived an id postponed in favor of and subordinated to the full payment and performance of the Obligations; and

            (j) Each Principal  waives to the greatest extent  permitted by law: notice of acceptance  hereof;  presentment  and protest of any  instrument,  and notice  thereof;  notice  of  default;  notice  of  foreclosure;  notice  of any modification,  release or other  alteration of any of the  Obligations or of any security  therefor and all other notices to which any Principal  might otherwise be entitled.

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17.   DEFAULT AND EFFECTS OF TERMINATION.

      17.1.1  EVENTS OF DEFAULT BY  FRANCHISEE.  Franchisee  shall be in default under this  Agreement  upon the  occurrence  of any of the  following  events or conditions (individually, an Event of Default and collectively, the Events of Default):

                  (a) If the Franchisee fails to pay when due any amount owed to BKC under this Agreement, and does not cure such failure within ten (10) days of delivery of written notice of such failure.

                  (b)  If  the  Franchisee   fails  to  operate  the  Franchised Restaurant  in full  compliance  with the  terms of this  Agreement  and the MOD Manual   (including   without   limitation  the  provisions   regarding  product specifications,  cleanliness,  health, sanitation and the use of the Burger King Marks),  and does not cure such  failure  wh thin ten (10) days of  delivery  of written notice of such failure.

                  (c)  If  the  Franchisee  fails  to  maintain  the  Franchised Restaurant in  conformance  with the Current Image as required by Sections 5.3.1 and 5.3.2 hereof, or to remodel,  improve and alter the Franchised Restaurant as required in Section 5.3.3 hereof,  and does not cure such failure  within ninety (90) days of delivery of written notice of such failure.

                  (d) If the Franchisee  challenges the validity or ownership of





the Burger King Marks or BKC's ownership rights to the Burger King System.

                  (e)  If the  Franchisee  fails  to  continuously  operate  the Franchised Restaurant as required by Section 2.4 of this Agreement.

                  (f)  If  the  Franchisee  fails  to  continuously  occupy  the Location  throughout  the  term  of  this  Agreement,  unless  such  failure  is attributable to a proper exercise of governmental authority.

                  (g) If the Franchisee  should at any time become  insolvent or make a  composition,  trust  mortgage or general  assignment  for the benefit of creditors,  or if a bankruptcy proceeding,  receivership or any action under any similar  law  affecting  the  rights of  creditors  generally  shall be filed or commenced  by,  against or in respect of the  Franchisee  or any  portion of its property.

                  (h) If the Franchisee  makes any materially false statement in connection  with any report of Gross Sales or in any other  financial  statement required hereby, other than an obvious and unintentional error.

                  (i) If the  Franchisee  commits  persistent  breaches of the terms of this  Agreement  (whether or not material in  isolation)  after written

                                      28

notice of such breaches has been delivered by BKC, any three breaches  occurring within  a period  of six  months  shall  be  deemed  to  constitute  persistent breaches.

                  (j) If the  Franchisee  for any reason  other than an improper act or breach by BKC ceases to be entitled to remain  registered as a registered user of any of the Burger King Marks.

                  (k) If any  events  occur  which are  contrary  to  Section 15 hereof.

                  (l) If the  Franchisee  engages in  activities  prohibited  by Section  12  (Unfair  Competition)  or Section  18  (Restrictive  Covenant),  or discloses  any trade secrets of BKC in violation of Section 11  (Limitations  of Franchise).

                  (m) If the Franchisee or any of its affiliates is in breach of any other obligation owed to BKC or any of its Affiliates  whether under this or any other agreement.

                  (n) If the  Franchisee  has knowingly made false or misleading statements in order to obtain execution of this Agreement by BKC.

                  (o) If the  Franchisee  or any of its officers or directors is convicted of a criminal  offense  punishable by a term of imprisonment in excess of two (2) years.

                  (p) The Franchisee  fails to perform any obligation under this Agreement which is not capable of cure.

                  (q) If the  Franchisee  fails to perform any other  obligation under this  Agreement and does not cure such failure  within thirty (30) days of written notice of such failure.

                  (r)   If any of the above occurs in relation to any Principal.

            17.2.1  EVENT OF BKC  DEFAULT.  BKC shall be in  default  under this Agreement if BKC fails to perform any of its  obligations  under this  Agreement and does not cure such failure  within sixty (60) days of written notice of such failure (an Event of BKC Default).

      17.2  TERMINATION.  Upon  the  occurrence  of an Event  of  Default,  this Agreement  shall   automatically   terminate   without  any  further  notice  or opportunity  to cure under  Section  17.1.1 above and BKC shall,  subject to the provisions of Subsection 17.6 below,  have the right to claim lost royalties and advertising  contributions,  and shall also have all other  rights and  remedies available  under  applicable law. Upon the occurrence of an Event of BKC Default under Section  17.1.2.,  this Agreement shall  automatically  terminate  without further notice or  opportunity  to cure and the Franchisee  shall have all other

                                      29

rights and remedies available under applicable law. Subject to the provisions of Section  17.6 below,  the rights of the parties set forth in this  Section  17.2





shall be in addition to any other  rights the parties may have under  applicable law.

      17.3  EFFECT OF TERMINATION. Upon expiration or termination for any reason of this Agreement,  the Franchisee's  right to use the Burger King Marks and the Burger King System shall terminate. The Franchisee shall not thereafter identify itself as a Burger King  franchisee or former Burger King franchisee or use, any of BKC's trade secrets, operating procedures, promotional materials, Burger King Marks or any marks confusingly  similar.  The Franchisee will immediately return to BKC the MOD  Manual  loaned  to the  Franchisee  including  any  translations thereof, together with all other materials containing trade secrets,  restaurant operating instructions or business practices of BKC. Where applicable, BKC shall be entitled to take all steps  necessary for the  cancellation of the entries of the Franchisee with the Registrar of Trademarks, or its equivalent authority, as a  registered  user without  opposition  or  hindrance  of the  Franchisee.  The Franchisee will, at the request and cost of BKC, cooperate in any such steps.

      17.4  POST-TERMINATION  OPTION.  The  Franchisee  grants  to  BKC  or  its designee  upon  termination  or  expiration  of this  Agreement,  the  option to purchase all usable paper goods, containers and printed menus bearing any of the Burger  King  Marks or trade  names at the price paid by the  Franchisee  and to purchase the Franchisee's restaurant equipment, furniture, fixtures and signs at fair market value.

      17.5  POST-TERMINATION OBLIGATIONS OF FRANCHISEE.

            17.5.1 OPTIONS TO PURCHASE LOCATION.  Upon termination or expiration of this  Agreement,  if the  parties  do not enter  into a  successor  Franchise Agreement  whereby the Franchisee  shall continue to be a franchisee and operate the  Franchised  Restaurant at the Location,  BKC or its designee shall have the option subject to obtaining any necessary governmental consent:

                        (a)  To  purchase  the   Location   and/or  any  related equipment at fair market value, if the  Franchisee,  any of the Principals or an affiliate of the Franchisee owns the Location and/or related equipment.

                        (b) If the Location is leased by the Franchisee,  any of the  Principals  or an affiliate  of the  Franchisee,  subject to obtaining  any necessary  landlord's consent, to obtain an assignment of the leasehold interest at a price equal to the fair market value of the leasehold interest.

            17.5.2 DEIDENTIFICATION. If BKC or its designee do not exercise this option the  Franchisee  agrees to  immediately  make such removals or changes in

                                      30

signs and the building as BKC shall request so as to effectively distinguish the Location from its former appearance and from any other Burger King Restaurant.

            17.5.3 BKC LIEN.  To secure  payment of any  damages in the event of termination as a result of the Franchisee's  default,  BKC shall have a lien, on the personal property, machinery, fixtures and equipment owned by the Franchisee at the Location at the time of such default.

            17.5.4  ACCELERATION  OF PAYMENTS.  All monies owed by Franchisee to BKC shall be immediately due and payable upon term nation.

      17.6  DISPUTE RESOLUTION.

            (a) Subject to subparagraph (b) below, all  controversies,  disputes or claims arising between the Franchisee,  the Principals,  and their respective shareholders,  officers,  directors,  agents and employees (in their  respective capacity)  (collectively,  the  Franchisee  Parties) and BKC arising out of or related  to the  relationship  of the  parties  hereto,  this  Agreement  or any provision hereof, any related agreement  (including any development  agreement), the validity of this  Agreement or any provision  hereof or the operation of the Franchised  Restaurant  shall be submitted to and settled by  arbitration in the City of New York in  accordance  with the  Commercial  Arbitration  Rules of the American  Arbitration  Association  (AAA)  then  obtaining.  Such  arbitration proceedings  shall be  conducted  before a panel of three (3)  arbitrators.  The Franchisee Parties shall l appoint one arbitrator,  between them, BKC shall each appoint one  arbitrator  and the two  arbitrators  so appointed  shall appoint a third  arbitrator to act as Chair. If said two arbitrators  fail to nominate the Chair  within  thirty  (30)  days  from the date of  appointment  of the  second arbitrator  to be  appointed,  the Chair shall be appointed  by the AAA.  Unless otherwise  provided  in this  Paragraph,  all  matters  within  the scope of the Federal  Arbitration  Act of the United  States of America (9 U.S.C.  ss.ss.1 et seq.) shall be governed by it. The arbitrators  shall have the right to award or include in their award any relief  which they deem proper in the  circumstances, including  with out  limitation,  money damages (with interest on unpaid amounts from date due), specific  performance,  injunctive relief, legal fees and costs, provided that the arbitrators shall not award exemplary or punitive damages. The award and decision of the  arbitrators  shall be conclusive and binding upon the Franchisee  Parties  and BKC and  judgment  upon the award may be entered in any court  of  competent  jurisdiction.  The  Franchisee  Parties  and  BKC  further expressly  agree and consent to the  jurisdiction  of the courts of the State of New  York for the  purpose  of  entering  judgment  upon  any such  award of the





arbitrators.  The  Franchisee  Parties and BKC further  agree to be bound by the provisions  of any  applicable  limitation on the period of time in which claims must be brought under  applicable law or this Agreement,  whichever is less. The parties further agree that in connection with any such  arbitration  proceeding, they  shall  submit  or file any  claim  which  would  constitute  a  compulsory counterclaim  (as defined by Rule 13 of the United States Federal Rules of Civil

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Procedure) within the same proceeding as the claim to which it relates. Any such claim which is not submitted or filed as described  above shall be barred.  This provision   shall   continue  in  full  force  and  effect   subsequent  to  and notwithstanding expiration or termination of this Agreement.

            (b) Notwithstanding subparagraph (a) above, BKC shall be entitled to seek the entry of temporary or preliminary  injunctions,  restraining orders and orders of specific performance enforcing the provisions of this Agreement or any development  agreement  relating  to the use of BKC's  Marks or  proprietary  in formation by the Franchisee or any Principal upon the termination or expiration of  this  Agreement  or any  development  agreement.  The  Franchisee's  (or the Principal's)  only remedy if an injunction is so entered will be the dissolution of that  injunction,  if  warranted,  upon due  hearing,  all other claims being subject to arbitration under subparagraph (a) above.

18.  RESTRICTIVE  COVENANT.  Neither the  Principals  nor the  Franchisee  shall directly or indirectly  (through  stock  ownership,  partnership,  trust,  joint venture,  management  contract,  or otherwise)  (a) have any interest in another Fast Food Hamburger Restaurant during the term of this Agreement, or (b) for a period of one ye ar after termination or expiration of this Agreement,  have any interest in another Fast Food  Hamburger  Restaurant  business at or within such distance of the Location as is stated  SCHEDULE 1. For purposes of this Section, Fast  Food  Hamburger  Restaurant  shall  mean any  restaurant  which  (a) has hamburgers or hamburger based products which account for 50(degree)/o or more of total menu items or total Gross Sales,  and (b) does not offer table  service as the principal method of ordering or food delivery

19.   MISCELLANEOUS: GENERAL CONDITION.

      19.1  INTERPRETATION.  The Introduction shall be considered a part of this Agreement. Paragraph headings are used only for convenience and do not form part of this Agreement.  A covenant on the part of the Franchisee not to do something includes  a  covenant  not to  permit  others to do it;  any right  given to BKC includes  the  right  to do  it  through  servants  or  agents  or  third  party contractors or to do it in conjunction with its servants,  agents or third party contractors  and includes any necessary  rights of access.  To the extent of any inconsistency,  this Agreement  prevails over the MOD Manual.  References to the parties shall include their heirs, successors in title and assigns.

      19.2  NON-WAIVER. The failure of BKC to exercise any right or option given to it hereunder,  or to insist upon strict  compliance by the  Franchisee or the Principals or any person  comprising the  Franchisee or the Principals  with the terms  of this  Agreement,  shall  not  constitute  a  waiver  of any  terms  or conditions of this Agreement with respect to any other or subsequent breach, nor a waiver by BKC of its right at any time  thereafter to require exact and strict compliance  with all the terms of this  Agreement.  The rights or  remedies  set forth in this  Agreement  are in addition to any other rights or remedies  which may be granted by law.

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      19.3  GOVERNING  LAW/JURISDICTION.  This Agreement shall become valid when executed  and  accepted  by BKC in  Miami,  Florida;  it shall be  governed  and construed under and in accordance with the laws of the State of Florida; U.S.A.; provided,  however,  that since the Franchisee is a corporation formed under the laws of the  Republic  of  Poland  which is not doing  business  in the State of Florida, the Florida Franchise Act, Florida Statutes Section 817.416(1971) shall not apply to this Agreement.  The parties hereto  acknowledge and agree that all disputes  arising in connection  with this  Agreement  shall be finally  settled pursuant to the provisions set forth in Section 17.6 of this Agreement. However, in the event that Section  17.6(b) of this  Agreement  applies,  then the United States  District  Court for the Southern  District of New York or, if such court lacks  jurisdiction,  the Supreme Court for the State of New York, County of New York,  shall be the venue and exclusive forum in which to adjudicate any case or controversy  arising under said Section  17.6(b),  and the parties further agree that in the event of any such litigation in these courts,  they will not contest or challenge the jurisdiction or venue of these courts.





      19.4  LICENSES, PERMITS, ETC. The Franchisee shall obtain and maintain all licenses and other permits required by the law of the governing bodies where the Franchised  Restaurant  is located and shall comply with all local  governmental requirements  relating  to the  construction,  equipping  and  operation  of the building and the preparation and sale of items in the Franchised Restaurant.

      19.5  COMPLIANCE  WITH  LAWS.   Notwithstanding  anything  herein  to  the contrary,  the Franchisee  shall operate the  Franchised  Restaurant in a lawful manner and faithfully comply with the applicable laws, regulations or legitimate administrative  requirements  of national,  regional,  and  municipal  governing bodies or other  political  subdivisions  in which the Franchised  Restaurant is located.

      19.6  REMEDIES. If the Franchisee  breaches this  Agreement,  BKC shall be entitled  to  injunctive  relief in addition  to all other  rights and  remedies available under Section 17.2 of this Agreement.

      19.7  SEVERABILITY.  The  parties  agree  that if any  provisions  of this Agreement may be construed in two ways,  one of which would render the provision illegal or  otherwise  voidable or  unenforceable,  and the other of which would render  the  provision  valid and  enforceable,  such  provision  shall have the meaning which renders it valid and  enforceable.  The language of all provisions of this  Agreement  shall be  construed  according  to its fair  meaning and not strictly  against any party. It is the intent of the parties that the provisions of this  Agreement  be enforced  to the  fullest  extent and should any court or other public agency  determine that any provision  herein is not  enforceable as written  in  this  Agreement,  the  provision  shall  be  amended  so that it is enforceable to the fullest extent permissible under the laws and public policies of the  jurisdiction in which the enforcement is sought.  The provisions of this Agreement are severable and this Agreement  shall be interpreted and enforced as

                                      33

if all completely invalid or unenforceable  provisions were not contained in the Agreement,  and partially valid and enforceable  provisions shall be enforced to the extent that they are valid and enforceable.

      19.8  NOTICES.

            19.8.1 NOTICE TO BKC. All notices to BKC shall be written in English and shall be sent by  facsimile  and hand  delivered  in person or by courier or sent by registered airmail, postage fully prepaid, addressed to BKC at 17777 Old Cutler Road, Miami, Florida 33157, U.S.A., Attention: General Counsel, Facsimile number (305)  378-7230,  or at such other address as BKC shall from time to time designate in writing.

            19.8.2   NOTICE  TO   FRANCHISEE/PRINCIPALS.   All  notices  to  the Franchisee  or the  Principals  shall be written in English and shall be sent by facsimile  and hand  delivered  in person  or by  courier,  or sent by  airmail, postage  fully  prepaid,  and shall be  addressed to the  Franchisee  and/or the Principals at the Franchised Restaurant premises, or the Franchisee's last known mailing address if the Franchised Restaurant has ceased operations,  with a copy delivered to the  Principal's  address (but only so long as  International  Fast Food Corporation is the sole Principal).

            19.8.3  DELIVERY.  Notices  which  are sent by mail  shall be deemed delivered  on the earlier of actual  receipt or the tenth (10th) day after being deposited  in the mail.  Notices  sent by hand  shall be deemed  delivered  upon actual receipt.

      19.9  LANGUAGE.  This  Agreement is in the English  language  only,  which language shall be controlling in all respects.

      19.10 MODIFICATION.  This  Agreement  may only be modified or amended by a written document signed by the parties.

      19.11 BINDING  EFFECT.  This Agreement  shall be binding upon the parties, their heirs, executors, personal representatives, successors or assigns.

      19.12 CURRENCY. Unless otherwise provided all payments required under this Agreement shall be made in United States currency in the U.S.A.

      19.13  SURVIVAL.   Any  provisions  of  this  Agreement  which  impose  an obligation  after  termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and remain binding on the parties.

      19.14 AGENCY.  BKC shall be entitled to entrust the  performance of any of its obligations under this Agreement to an Affiliate, and any notice required to be given by BKC shall be validly given if given by an Affiliate.

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20. ENTIRE  AGREEMENT.  This Agreement  together with any formal  Development or Target Reservation Agreement constitutes the entire agreement of the parties and supersedes all prior negotiations, commitments, representations, warranties, and undertaking  of the parties (if any) with respect to the subject  matter of this Agreement  and to the  Franchised  Restaurant.  No term or  condition  shall  be implied  into  this  Agreement  in  derogation  of,  or  in a  manner  which  is inconsistent with or alters, the express terms set forth in this Agreement.

21. INDEPENDENT ADVICE. THE FRANCHISEE AND EACH PRINCIPAL  ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED BY BKC OR ITS AGENTS TO TAKE INDEPENDENT  PROFESSIONAL  ADVICE ON ALL ASPECTS OF THIS AGREEMENT AND THE BURGER KING BUSINESS AND THAT THEY HAVE TAKEN SUCH  INDEPENDENT  ADVICE AS THEY DEEM  NECESSARY  AND HAVE  INDEPENDENTLY SATISFIED  THEMSELVES ON ALL RELEVANT MATTERS RELATING TO THIS AGREEMENT AND THE OPERATION OF BURGER KING RESTAURANTS BEFORE ENTERING INTO THIS AGREEMENT.

      The parties have executed this  Agreement as of the date indicated on page one.

                                          BURGER KING CORPORATION

                                          By:   /S/ Mark Gerasi                                               ----------------------------------                                                                 Vice President

                                          Attest:

                                               /S/ Kim A. Goodhard                                               ----------------------------------                                                           Assistant Secretary

                                                (Corporate Seal)

                                          INTERNATIONAL FAST FOOD                                           POLSKA SP ZO.O (the Franchisee)

                                          By:  /S/ Mitchell Rubinson                                               ----------------------------------                                           Name:  Mitchell Rubinson                                                 --------------------------------                                           Position:   President                                                     ----------------------------

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                                          THE PRINCIPAL:

                                          INTERNATIONAL FAST FOOD                                           CORPORATION

                                            By:  /S/ Mitchell Rubinson                                               ----------------------------------                                           Name:  Mitchell Rubinson                                                 --------------------------------                                           Position:   President                                                     ----------------------------





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                        SCHEDULE 1 TO FRANCHISE AGREEMENT                         ---------------------------------

The Franchisee:                         INTERNATIONAL FAST FOOD POLSKA SP ZO.0

The Principals:                         INTERNATIONAL FAST FOOD CORPORATION

The Location:                         means all the land, and  any buildings                                         from time to  time  thereon,  known as

                                        --------------------------------------                                         __________________________  and   more                                         particularly   delineated  in the plan                                         attached   to  the  Franchisee's  real                                         estate  package  as  finally  approved                                         by BKC.

Director of Operations (name):          ______________________________________

Managing Director (name):               ______________________________________

Initial Franchise Fee:                  U.S. $______________________

Royalty percentage:                        5%                                         ------- Advertising percentage:                    6%                                         ------- Term:                                   __________ (____) years

Hours of Operation:                     11:00 a.m. to 11:00 p.m. daily

Transfer payment fee:                   U.S. $10,000                                         ----------------  Radius of restrictive covenant:         Two Kilometers                                         ---------------- Governing Law:                          State of New York,  U.S.A.                                         --------------------------

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                       SCHEDULE 2 TO FRANCHISE AGREEMENT

Shares of the Franchisee owned by the Principals:

================================================================================                  |   Number of  |  Class of |   % of Class of |   % of Total     Principal    |    Shares    |   Shares  |      Shares     |     Shares - -----------------|--------------|-----------|-----------------|----------------- International    |              |           |                 | Fast Food        |              |           |                 |      80% Corporation      |              |           |                 | - -----------------|--------------|-----------|-----------------|-----------------                  |              |           |                 |





                 |              |           |                 | - -----------------|--------------|-----------|-----------------|-----------------                  |              |           |                 |                  |              |           |                 | ================================================================================

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                      EXHIBIT A TO FRANCHISE AGREEMENT

                               POLAND TRADEMARKS                                -----------------

Marks registered in Poland:

                                                               Date of                               Classes           Reg. No.    Registration                               -------           --------    ------------

Burger King Logo              16,29,30,32,42    7441        18 Feb., 1994

Whopper                       16,29,30,32,42    7441        18 Feb., 1994

Burger King Wordmark          16,29,30,42       7442        18 Feb., 1994

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Output: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?