In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Ex Input:
Exhibit 10.2

STRATEGIC ALLIANCE AGREEMENT

This Strategic Alliance Agreement is entered into as of September 24, 2013 (the Effective Date) by and between Yaskawa Electric Corporation, a limited company duly organized and existing under the law of Japan, having its address at 2-1 Kurosakishiroishi, Yahatanishi-ku, Kitakyushu, Fukuoka, 806-0004, Japan. (Business Identity Code 2908-01-010767, hereinafter referred to as YEC) and Argo Medical Technologies Ltd., a private company duly organized and existing under the law of Israel, having its address at Kokhav Yokneam Building, P.O. Box 161, Yokneam Ilit 20692, Israel (Business Identity Code 51-312137-6, hereinafter referred to as ARGO).

RECITALS:   (A) Argo is a venture company engaged in the business of healthcare robotics, and possesses valuable know-how regarding development, marketing and distribution of bipedal exoskeleton equipment for individuals with spinal cord injuries, multiple sclerosis or cerebral palsy in North America and the European Union.

(B) YEC is a leading company engaged in the business of electrical engineering and robotics, and possesses valuable know-how regarding development, manufacturing, marketing and distribution of various innovative solutions globally.

(C) The parties hereto recognize that the sales volume and demand of customers for healthcare equipment utilizing robotics technologies has increased and may increase further in the future.

(D) The agreements have so far been reached between the parties hereto in regard to the formation and operation of a strategic alliance with the goal of evaluation, development and commercialization of such healthcare products.

NOW, THEREFORE, YEC AND ARGO AGREE AS FOLLOWS:

AGREEMENTS:   1. SCOPE OF STRATEGIC ALLIANCE

The parties acknowledge that the purpose of this agreement shall be to seek and develop possibilities for collaboration in the following areas:

  (a) Marketing, distribution, and commercialization of ARGO's products by YEC, subject to the terms and conditions contained in thisAgreement and a separate Distribution Agreement being entered into concurrently with this Agreement (hereafter DA).

  (b) Marketing and distribution of future YEC products in the area of healthcare equipment by ARGO within the scope of its salesnetwork.





  (c) Improvement of ARGO's products by applying YEC's know-how and expertise in the field of motion control and robotics, especiallyimprovements necessary for YEC to successfully market ARGO's products within the scope agreed to in the DA.

  (d) Quality improvements of ARGO's Products by applying YEC's know-how and expertise in the field of motion control and robotics.

  (e) Definition of the responsibilities and areas of coverage of YEC and ARGO in the future research and development of ARGO'sproducts, as to be defined in detail on a case-by-case basis with separate joint development agreements in the future.

  2. INVESTMENT BY YEC

As part of the implementation and execution of this Agreement, both parties agree to enter into a separate Share Purchase Agreement (hereafter SPA), at the same time and subject to the execution of the DA. Upon the terms and subject to the conditions contained in the SPA, YEC has agreed to purchase Series D-1 Convertible Preferred Shares of ARGO, par value NIS 0.01 each. The obligations of ARGO under this Agreement will not become invalid in case that YEC sells part or all of its shares of ARGO to another party.

  3. DISTRIBUTION OF ARGO'S PRODUCTS BY YEC

As part of the implementation and performance of this Agreement, both parties are entering into the DA concurrently with this Agreement. Pursuant to the DA, and subject to its terms, ARGO agreed to appoint YEC as the exclusive distributor of its products in the Territory specified therein, and YEC agreed to market and distribute Argo's products in a professional manner. In case the DA is terminated in accordance with the terms and conditions of the DA, this provision shall be considered void.

  4. JOINT STEERING COMMITTEE

YEC and ARGO agree to pursue further opportunities for collaboration in the areas of research and development, manufacturing, marketing and sales, for the purposes stated in this Agreement. As a platform to discuss such opportunities, YEC and ARGO agree to form a Joint Steering Committee (hereafter JSC), which will meet at least four (4) times per year, once in every quarter, for the following purposes:

  (a) Subject to the DA being in effect, to review and share the progress of marketing and sales of ARGO Products by YEC and ARGOworldwide, as defined in the DA.

  (b) Subject to the DA being in effect, to establish sales targets and minimum purchase requirements for ARGO's Products under thedistribution relationship that is defined in the DA.





  (c) To discuss the possibilities of sales of YEC's products in the healthcare field using ARGO's sales network.

  (d) To discuss possibilities for improvements of ARGO's Products, especially improvements necessary for YEC to successfully market ARGO's products as defined in the DA, by granting YEC access to cost information and applying YEC's know-how and expertise in the field of motion control and robotics.

  (e) To discuss the responsibilities and areas of coverage of YEC and ARGO in the future research and development of ARGO Products, and to establish rules for proper compensation of the developing party for usage and/or licensing of any invention, know-how and improvement created by such party in the course of joint development.

  (f) To discuss the potential for licensed manufacturing of ARGO's Products by YEC.

  (g) To discuss the potential for quality improvements of ARGO's Products by applying YEC's know-how and expertise in the field ofmotion control and robotics.

  5. TERM

This Agreement will be effective as of the Effective Date. Unless sooner terminated in accordance with the provisions hereof, the initial term of this Agreement (Initial Term) will be ten (10) years from the Effective Date, provided that at any time following the 7th anniversary of such date, either party may terminate such strategic alliance upon not less than 60 days' prior written notice to the other party. After the Initial Term, this Agreement may only be renewed if authorized officers of ARGO and YEC agree in writing at least thirty (30) days before the expiration of the Initial Term or any renewal term to a renewal, including the period of the renewal term. Term means the Initial Term and any such renewal term. The parties may terminate this Agreement during the Term as follows:



(a) Termination by either party. Either party may terminate this Agreement by giving written notice of termination to the other party, which termination will be effective immediately upon such notice, if the other party defaults in the performance of any of its material obligations provided for in this Agreement and fails to cure such default within sixty (60) days after receipt of notice from the other party of such default, unless a plan for remedying such default has been proposed by the defaulting party and accepted by the non- defaulting party within such period.

  (b) Termination by both parties. ARGO and YEC may terminate this Agreement at any point provided that both parties agree in writingto such a termination.





6. COORDINATION

A contact person for each party will coordinate the efforts of that party under this agreement. The initial contact person for each party is as follows:   Yaskawa Electric Corporation   Argo Medical Technologies Ltd.

Kei Shimizu   Larry Jasinski   806-0004   33 Locke Drive, 2nd Floor   2-1 Kurosakishiroishi, Yahatanishi-ku   c/o Argo Medical Technologies, Inc   Kitakyushu, Fukuoka, 806-0004   Marlborough, MA 01752   Tel: +81 93 645 8949   USA   Fax: +81 93 645 8948   Tel: +1 (508)251-1154   E-mail: shimizu@yaskawa.co.jp   Fax: +1 (508)251-2970     E-mail: larry.jasinski@rewalk.com

A party's contact person may be changed at any time by giving notice of the change to the other party. The notice must include the name and contact information for the new contact person. The contact person for each party must be available at reasonable times and on reasonable notice to meet with, converse with, or otherwise communicate with the contact person for the other party regarding issues arising under this agreement.

  7. RELATIONSHIP OF PARTIES

Nothing herein contained shall be construed to imply a joint venture, partnership or principal-agent relationship between YEC and ARGO, and neither party shall have the right, power or authority to obligate or bind the other in any manner whatsoever, except as otherwise agreed in writing. During the performance of any of the collaborative efforts set forth in this Agreement, ARGO's employees will not be considered employees of YEC, and vice versa.

  8. INTELLECTUAL PROPERTY; CO-DEVELOPMENT, IMPROVEMENT, MODIFICATION

This agreement does not give either party any rights, title or interest in the other party's trade name, trademarks, copyrights, patents, trade secrets, know-how, proprietary data, confidential information, or other intellectual property (hereinafter collectively Intellectual Property). Except as expressly stipulated in this Agreement, each party shall not without any prior written consent, use, copy, modify or license the other party's Intellectual Properties supplied pursuant to this Agreement. Unless otherwise agreed between the parties or stipulated in a separate related agreement such as the SPA or DA, each party confirms and agrees that any Intellectual Properties are hereby supplied to the other party on an as is basis. There are no warranties by either party with respect to such Intellectual Properties, express or implied including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In the event that the parties mutually agree to explore jointly in any manner, design and/or develop new products or improve or modify ARGO's current products, the parties will negotiate, in good faith, in an attempt to conclude one or more appropriate license agreements prior to either party's use of the Intellectual Property of the other.





9. CONFIDENTIAL INFORMATION

On or prior to the execution of this Agreement, both parties shall sign a new Confidentiality and Non-Disclosure Agreement (hereinafter the New NDA) and both parties shall comply with any terms and conditions stipulated in the New NDA with respect to handling of any confidential information disclosed by the other party hereunder.

  10. NON-SOLICITATION OF PERSONNEL

During the performance of the any of the collaborative efforts set forth in this Agreement, each of ARGO and YEC agrees not to engage in any attempt whatsoever to hire, or to engage as independent contractors, the other's employees or independent contractors during the term of the collaboration and for a period of twelve (12) months following expiration or termination of the collaboration, except as may be mutually agreed in writing.

  11. REMEDIES

Each of the parties agrees that money damages will not be a sufficient remedy for any breach of the above agreement relating to non- solicitation of personnel. Accordingly, a party will be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and the parties each further agree to waive any requirement for the securing or posting of any bond in connection with such remedy.

  12. MISCELLANEOUS PROVISIONS

  12.1. Assignment

Neither this Agreement nor any part of this Agreement may be assigned or transferred by either party without the prior written consent of the other party. Any assignment or transfer without such consent shall be null and void.

  12.2. Notice

All notices or other communications required or desired to be sent to either of the parties will be invalid, unless made in writing and sent by registered or certified mail, postage prepaid, return receipt requested, or sent by recognized international courier service (e.g., Federal Express, DHL, etc.) with charges prepaid, or by facsimile or electronic mail which is subject to confirmation by letter. The address for all notices or other communications required to be sent to ARGO or YEC will be the mailing address stated on the signature page to this Agreement, or such other address as may be provided from one party to the other on at least ten (10) days prior written notice. Any such notice will be effective upon the date of receipt.





  12.3. Litigation Expense

If there is a default under this agreement, the defaulting party must reimburse the non-defaulting party for all costs and expenses reasonably incurred by the non-defaulting party in connection with the default, including attorney's fees. Additionally, if a suit or action is filed to enforce this agreement or with respect to this Agreement, the prevailing party is entitled to reimbursement from the other party for all costs and expenses incurred in connection with the suit or action, including reasonable attorney's fees at the trial level and on appeal.

  12.4. Waiver

No waiver of any provision of this Agreement may be deemed, or will constitute, a waiver or any other provision, whether or not similar, not will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver.

  12.5. Applicable Law

This agreement will be governed by and must be construed in accordance with the laws of the State of Israel. All disputes arising pursuant to this Agreement shall be exclusively brought in the courts of competent jurisdiction residing in Tel Aviv, Israel.

  12.6. Entire Agreement

This Agreement constitutes the entire agreement between the parties with regard to the matters contained herein, and may not be amended except in a writing signed by both parties.

  12.7. Severability

Immediately upon the execution by the parties of this Agreement, the Confidentiality and Non-Disclosure Agreement of August 25TH, 2011 by and between the parties and the Letter as of July 5t h, 2013 shall be terminated by mutual consent of the parties hereto, and become null and void. Notwithstanding the foregoing, should this Agreement be terminated or proven to be invalid, such termination or invalidation will in no way affect, impair or invalidate any other related agreement including the SPA, DA and/or the New NDA, which will be in full force and effect. In addition, any amendment, invalidity or termination of the SPA, DA and/or the New NDA respectively or divestiture of Series D-1 Convertible Preferred Shares of ARGO by YEC will not in any way affect, impair or invalidate this Agreement.

  12.8. Counterparts of the Agreement

This Agreement has been executed in two (2) identical copies, one (1) for each party.





ARGO MEDICAL TECHNOLOGIES LTD.     YASKAWA ELECTRIC CORPORATION 
Question: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?

Ex Output:
11752


Ex Input:
FRANCHISE AGREEMENT                                                   TABLE OF CONTENTS

1.       INTRODUCTION AND DEFINITIONS.......................................1          1.A.     INTRODUCTION..............................................1          1.B.     DEFINITIONS...............................................3

2.       GRANT OF FRANCHISE RIGHTS..........................................7          2.A.     GRANT OF FRANCHISE........................................7          2.B.     PRINCIPAL OWNERS' GUARANTY................................7          2.C.     TERRITORIAL RIGHTS........................................8          2.D.     RESERVATION OF RIGHTS.....................................8          2.E.     OPTION TO DEVELOP OTHER SITES WITHIN THE TERRITORY........9          2.F.     TERM OF FRANCHISE.........................................9

3.       OTHER DISTRIBUTION METHODS........................................10          3.A.     SPECIAL DISTRIBUTION ARRANGEMENTS........................10

4.       FRANCHISE AND OTHER FEES..........................................10          4.A.     INITIAL FRANCHISE FEE....................................10          4.B.     DEFERRAL OF FRANCHISE FEE................................10          4.C.     ROYALTY FEE..............................................10          4.D.     ADVERTISING FUND FEE.....................................11          4.E.     TRANSFER FEE.............................................11          4.F.     FEES FOR ADDITIONAL FRANCHISES...........................11          4.G.     FEES FOR RENEWAL OF FRANCHISE............................12          4.H.     PAYMENT BY ELECTRONIC FUNDS TRANSFER.....................12          4.I.     LATE CHARGE AND INTEREST. ...............................12

5.       RENEWAL OF FRANCHISE TERM.........................................13          5.A.     FRANCHISEE'S RIGHT TO A SUCCESSOR FRANCHISE..............13          5.B.     RELEASES.................................................14          5.C.     NOTICES..................................................15

6.       TRADEMARKS AND LIMITATIONS........................................15          6.A.     OWNERSHIP OF MARKS.......................................15          6.B.     DISCONTINUANCE OF USE OF MARKS...........................16          6.C.     CORPORATE NAME...........................................16          6.D.     TERMINATION..............................................17          6.E.     TRADEMARK ENFORCEMENT....................................17          6.F.     USE OF SERVICE MARK......................................17

7.       SELECTION OF FRANCHISE LOCATION...................................18          7.A.     SITE SELECTION...........................................18          7.B.     LEASE....................................................18          7.C.     RELOCATION...............................................20

8.       DEVELOPMENT OF UNIT...............................................21          8.A.     UNIT DESIGN SPECIFICATIONS AND CONSTRUCTION PLANS........21          8.B.     DEVELOPMENT OF THE UNIT..................................21          8.C.     EQUIPMENT, FIXTURES, FURNISHINGS, AND SIGNS..............22          8.D.     EXCEPTIONS TO EQUIPMENT OR FURNISHINGS...................22          8.E.     CONSTRUCTION ASSISTANCE..................................23          8.F.     LIMITATION ON LIABILITY..................................23

9.       UNIT OPENING......................................................24          9.A.     COMMENCEMENT OF OPERATIONS...............................24

10.      FRANCHISEE TRAINING...............................................24          10.A.    INITIAL TRAINING.........................................24          10.B.    EMPLOYEE TRAINING........................................25          10.C.  ON-SITE TRAINING...........................................26          10.D.    COMPANY GROWTH...........................................26          10.E.    RETRAINING PROGRAMS......................................26          10.F.    OTHER GUIDANCE...........................................26

11.      ADVERTISING AND OTHER PROMOTIONS..................................27          11.A.    PROVIDING OF ADVERTISING MATERIALS.......................27          11.B.    CONTROL OF ADVERTISING PROGRAMS AND CONCEPTS.............27          11.C.    SEGREGATION OF ADVERTISING FUND..........................28          11.D.    SUSPENSION OF ADVERTISING FUND FEES......................29          11.E.    FRANCHISEE'S REQUIRED ADVERTISING EXPENDITURES...........29          11.F.    USE OF TRADEMARK REFERENCES AND APPROVAL...............                                     OF FRANCHISEE'S MARKETING..............29

12.      ADHERENCE TO UNIFORM STANDARDS....................................30          12.A.    STANDARDS AND OPERATIONS MANUAL..........................30          12.B.    CONFIDENTIALITY OF OPERATIONS MANUAL.....................32          12.C.    INCORPORATION OF OPERATIONS MANUAL INTO AGREEMENT........32          12.D.    MODIFICATIONS/UPDATES OF OPERATIONS MANUAL...............33

13.      UNIT IMAGE AND OPERATION..........................................33          13.A.    CONDITION AND APPEARANCE OF UNIT.........................33          13.B.  UNIT MENU..................................................35          13.C.    ADHERENCE TO APPROVED ITEMS..............................35          13.D.    EXCEPTION PROCESS........................................36          13.E.  PROMOTIONAL ALLOWANCES.....................................37

14.      FRANCHISEE OPERATIONS.............................................37          14.A.    MANAGEMENT...............................................37          14.B.  SUFFICIENT WORKING CAPITAL.................................38          14.C.  FILING OF OPERATIONS AND SALES REPORTS.....................38          14.D.    EMPLOYEE DRESS AND CUSTOMER SERVICE......................38





         14.E.  COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES...........38          14.F.    PAYMENT OF TAXES.........................................39          14.G.    SALE OF PRODUCT..........................................39          14.H.    COOPERATION..............................................39          14.I.    INSURANCE................................................39          14.J.    SUGGESTED RETAIL PRICES..................................40

15.      ACCOUNTING, REPORTS AND FINANCIAL STATEMENTS......................41          15.A.  ESTABLISHMENT OF ACCOUNTING SYSTEM.........................41          15.B.   MAINTENANCE OF RECORDS....................................41

16.      AUDITS AND INSPECTIONS............................................42          16.A.    AUDITS...................................................42          16.B.    RIGHT OF ENTRY AND INSPECTION............................42

17.      TRANSFER, ASSIGNMENT AND REPURCHASE. .............................43          17.A.  BY PRETZEL TIME............................................43          17.B.  BY FRANCHISEE..............................................43          17.C.  CONDITIONS FOR APPROVAL OF TRANSFER........................44          17.D.    TRANSFER TO A WHOLLY-OWNED CORPORATION...................45          17.E.  FORMATION OF A CORPORATION.................................46          17.F.  DEATH OR DISABILITY OF FRANCHISEE..........................47          17.G.    PRETZEL TIME'S FIRST RIGHT OF REFUSAL....................47          17.H.    PUBLIC OR PRIVATE OFFERINGS..............................48

18.      TERMINATION OF AGREEMENT BY FRANCHISEE............................49          18.A.  FRANCHISEE'S RIGHT TO TERMINATE............................49

19.      DEFAULT AND TERMINATION...........................................50          19.A.  EXACT AND COMPLETE PERFORMANCE REQUIRED....................50          19.B.    DEFAULT AND RIGHT TO CURE................................50          19.C.  EXTENSION OF NOTICE........................................50          19.D.  REPEATED BREACHES..........................................50          19.E.    EVENTS OF DEFAULT - 30 DAYS NOTICE - CURABLE DEFAULTS....51          19.F.    EVENTS OF DEFAULT - IMMEDIATE TERMINATION - NO                   RIGHT TO CURE............................................53

20.      RIGHTS AND OBLIGATIONS OF PRETZEL TIME AND FRANCHISEE UPON TERMINATION            OR EXPIRATION OF THE FRANCHISE..................................56          20.A.  AMOUNTS OWED...............................................56          20.B.    DISCONTINUANCE OF MARKS..................................56          20.C.    RETURN OF MATERIALS......................................57          20.D.    TELEPHONE COMPANY........................................57          20.E.    CONFIDENTIAL INFORMATION.................................58          20.F.    LEASING..................................................58          20.G.    COVENANT NOT TO COMPETE..................................58          20.H.  PRETZEL TIME'S RIGHT TO PURCHASE ASSETS OF THE UNIT........59

21.      RELATIONSHIP OF THE PARTIES/INDEMNIFICATION.......................60          21.A.    EXCLUSIVE RELATIONSHIP...................................60          21.B.  NO LIABILITY FOR ACTS OF OTHER PARTY.......................61          21.C.    TAXES....................................................61          21.D.    INDEMNIFICATION..........................................62          21.E.  INDEPENDENT CONTRACTOR.....................................62

22.      PROTECTION OF TRADE SECRETS.......................................63          22.A.  CONFIDENTIAL INFORMATION...................................63          22.B.  DISCLOSURE OF IDEAS AND NEW PROCEDURES.....................64

23.      ENFORCEMENT.......................................................65          23.A.    UNAVOIDABLE DELAYS.......................................65          23.B.    RIGHTS OF PARTIES ARE CUMULATIVE.........................65          23.C.    WAIVER OF OBLIGATIONS....................................65          23.D.    CONTINUING OBLIGATIONS...................................66          23.E.    INVALID OR UNENFORCEABLE PROVISIONS......................66          23.F.  INJUNCTIVE RELIEF..........................................66          23.G.    APPLICABLE LAW...........................................67          23.H.    ENTIRE STATUS OF AGREEMENT...............................67          23.I.    AMENDMENT OF AGREEMENT...................................67          23.J.    HEIRS, SUCCESSORS AND ASSIGNS............................67          23.K.    CONDITIONS AND CONTINGENCIES.............................67          23.L.    WAIVER BY PRETZEL TIME...................................68          23.M.    COSTS AND EXPENSES OF ENFORCEMENT........................68          23.N.    RIGHTS OF PARTIES ARE CUMULATIVE ........................69          23.O.    WAIVER OF JURY TRIAL.....................................69          23.P.  WAIVER OF PUNITIVE DAMAGES.................................69          23.Q.  EXCLUSIVE JURISDICTION.....................................69          23.R.    LIMITATIONS OF CLAIMS....................................69

24.      ACKNOWLEDGMENTS AND REPRESENTATIONS...............................70

25.      CONSTRUCTION......................................................70          25.A.    HEADINGS.................................................70          25.B.  TERMINOLOGY................................................70          25.C.    COUNTERPARTS.............................................71          25.D.  REASONABLENESS.............................................71

26.      SECURITY AGREEMENT................................................70          26.A.    SECURITY INTEREST........................................71          26.B.  DEFAULT REMEDIES UNDER U.C.C...............................72

27.      NOTICES...........................................................72          27.A.    DELIVERY OF NOTICES......................................72





EXHIBITS

         FRANCHISE ACKNOWLEDGMENTS AND REPRESENTATIONS            STATEMENT        . . . . . . . . . . . . . . . . . . . . . . .. A

         PRINCIPAL OWNER, OTHER OWNERS, DESIGNATED PRINCIPAL            OWNERS, UNIT AND MANAGER, SUPERVISING OWNERS AND INITIAL            CAPITALIZATION           . . . . . . . . . . . . . . . .. . . . B

         PERMITTED COMPETITIVE BUSINESSES, FORM DEVELOPMENT            AGREEMENT (FOR SINGLE-UNIT FRANCHISES), IDENTITY OF           DEVELOPER AND DATE OR DEVELOPMENT AGREEMENT               . . . .C

         OWNER'S AND GUARANTOR'S UNDERTAKING AND ASSUMPTION OF                  OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . D

         AUTHORIZATION AGREEMENT FOR PREARRANGED PAYMENTS (DIRECT DEBITS). E

         UNIT SITE AGREEMENT               . . . . . . . . . . . . . . .   F

         COLLATERAL ASSIGNMENT OF TELEPHONE NUMBERS AND LISTINGS       . . G

         MUTUAL CONFIDENTIALITY AGREEMENT                            . .  .H

         TCBY YOGURT PRODUCTS ADDENDUM                        . . . . . .  I

FRAN.AGT 6.5.96

         SATELLITE UNIT ADDENDUM            . . . . .  . . . . . . . . .   J

         RELEASE AGREEMENT                  .  .  . . . . . . . . . . . .  K

         THIRD PARTY ASSIGNMENT AGREEMENT            . . . . . . . . .     L

         SUBLEASE                   .  .  . . . . . . . . . . . . . . .    M

         COLLATERAL ASSIGNMENT OF LEASE              . . . . . . . . .     N

                               PRETZEL TIME, INC.                                FRANCHISE AGREEMENT

         This  agreement is made and entered into this day of , 19  (hereinafter referred  to  as  Effective  Date)  by  and  between  Pretzel  Time,  Inc.,  a Pennsylvania   corporation   with  its  principal  place  of  business  at  4800 Linglestown Road, Suite 202,  Harrisburg,  Pennsylvania  17112 trading and doing business  as  Pretzel  Time  (hereinafter  referred  to  as  Pretzel  Time)  and Franchisee (as defined below) who hereby agrees to the following:

Franchisee:

,

a

,

with its principal address at:

         NOW  THEREFORE,   in  consideration  of  the  mutual  covenants  herein contained,  and  intending  to be legally  bound  hereby,  the parties  agree as follows:

1.       INTRODUCTION AND DEFINITIONS.

         1.A.     INTRODUCTION.

         Pretzel Time and its  Affiliates  (as defined below) have developed and continue to develop methods of operating food service businesses,  including the food  service  business  referred to in this  Agreement  as a Pretzel  Time Unit (defined  below),  which  feature  Products  (defined  below)  for off  premises consumption.  Pretzel Time has established  quality  products and services which will  continue to be a unique  benefit to Pretzel Time and its  Franchisees.  In addition to off-premises dining, Pretzel Time may, in its sole discretion, offer to a Pretzel  Time Unit the right to offer  TCBY  frozen  yogurt  and other TCBY yogurt  products.  Pretzel  Time  Units  operate  at  locations  that  feature a distinctive  food  service  format and Trade Dress  (defined  below) and utilize distinctive  business formats,  specifications,  employee selection and training programs,  signs, equipment,  layouts, unit fronts, operation systems,  recipes,





methods,  procedures,  designs  and  marketing  and  advertising  standards  and formats,  all of which  Pretzel  Time may  modify  from time to time in its sole discretion  (the Pretzel Time System).  Pretzel Time operates,  and franchises certain  qualified  persons and entities to license and grants the  privildge to operate, Pretzel Time Units using the Pretzel Time System and the Marks (defined below).

         Pretzel Time has  developed and perfected a System for providing to the public, at retail, in an efficient manner, a variety of distinctive, hand-rolled soft pretzels,  pretzel-related  products (such as pretzel dogs), beverages, and complimentary  pretzel  toppings.  These  Products and services which comprise a part of the Pretzel  Time System are  delineated  and set forth in detail in the Pretzel Time Operations Manual (hereinafter  Operations Manual). These Pretzel Time Units,  which may include stores,  carts, and kiosks, are known as Pretzel Time Units.

         Franchisee  acknowledges  and agrees that  Pretzel  Time has expended a considerable  amount of time and effort in  developing  and refining the recipes for, the methods of preparation of, the Products.  Pretzel Time may from time to time modify such recipes and methods of preparation, which may include requiring Franchisee  to prepare  pretzels and other  Products  from scratch  mixes and to purchase  prepared food  products from Pretzel Time or an approved  Pretzel Time Affiliate.  Pretzel Time and its Affiliates  currently operate and will continue to operate  Pretzel Time Units  offering and selling the Products.  Pretzel Time franchises  others to operate Pretzel Time Units and other outlets  offering and selling the Products.  Pretzel Time owns, uses,  promotes and franchises certain trade names, trademarks,  service marks and other commercial symbols,  including the trade and service marks,  Pretzel Time and  associated  logos,  which have gained and continue to gain public  acceptance  and goodwill,  and may hereafter create, use and franchise  additional  trademarks,  service marks and commercial symbols in conjunction with the operation of Pretzel Time Units.

         The distinguishing  characteristics of the Pretzel Time System include, but are not limited to, the following:

                  (a) The Pretzel Time trade name and in combination  with other          commercial  symbols owned by Pretzel Time with a color scheme  pattern,          Unit design,  insignia,  slogans,  coordinating  Pretzel Time's overall          operation, retail facilities,  advertising, training, and other related          matters;

                  (b) A developed  marketing  concept and uniform  procedure for          the operation of a Pretzel Time Unit,  including  stylized  designs and          display  facilities  to provide  the  highest  quality of Pretzel  Time          pretzels,  soft  beverages,  toppings and other  Pretzel  Time-approved          products; and

                  (c) Rules of  operation  and a  procedure  for  operating  and          training Franchisees, managers and employees.

         Franchisee  recognizes the benefits to be derived from being identified with and  licensed by Pretzel  Time,  and being able to utilize the Pretzel Time System of retailing  Pretzel Time  Products  and related  products,  service and trademarks which Pretzel Time makes available to its Franchisees. Franchisee has applied  for a  franchise  to operate a Pretzel  Time Unit at the Site  (defined below). Franchisee's application and the Site have been approved by Pretzel Time in reliance upon all of the  representations  made in such  application  and the Franchisee's  Acknowledgments and Representations  Statement, a copy of which is attached hereto as Exhibit A, which shall be executed by Franchisee concurrently with this  Agreement.  Franchisee  desires to operate a Pretzel  Time  Franchise pursuant  to the  provisions  hereof  and  at the  Site  specified  herein,  and Franchisee has had a full and adequate  opportunity to be thoroughly  advised of the terms and conditions of this Franchise Agreement by legal counsel of its own choosing.

         1.B.     DEFINITIONS.

         For  purposes  of this  Agreement,  the  terms  listed  below  have the following meanings: Other terms used in this Agreement are defined and construed in the context in which they occur.

         Affiliate  - Any person or legal entity that  directly or  indirectly owns or  controls  Pretzel  Time,  that  is  directly  or  indirectly  owned  or controlled by Pretzel  Time, or that is under common  control with Pretzel Time. For purposes of this  definition,  control  means the power to direct or cause the direction of the management and policies of an entity.

         Cart - It is a type of Pretzel Time Unit which is  free-standing  and sells Pretzel Time pretzels and other Pretzel  Time-approved  Products which are produced  or  manufactured  at a  co-existing  Kiosk  (defined  below)  or Store (defined below) situated in the Territory.

     Competitive  Business  - A business or  enterprise,  other than a Pretzel Time Unit,  that:  (1) Offers food products  which are the same as or similar to the  products  for  consumer  consumption  off  premises  or other  distribution channels;  or (2) Grants or has granted franchises or licenses or establishes or has  established  joint  ventures  for the  development  and/or  operation  of a business or an enterprise described in the foregoing clause (1).

         Controlling  Interest - An interest,  the ownership of which empowers the holder  thereof to exercise a  controlling  influence  over the  management, policies  or  personnel  of an entity on any issue and shall  prevent  any other person, group, combination,  or entity from blocking voting control on any issue or exercising any veto power. If a limited  partnership,  a general  partnership interest or such percentage of limited partnership interests as shall permit the





replacement or removal of any general  partner.  Without limiting the generality of the  foregoing,  ownership  of forty  percent  (40%) or more of the equity or voting  securities  of a  corporation  or ownership  of any general  partnership interest in a  partnership  or joint  venture  shall be deemed  conclusively  to constitute a  Controlling  Interest in the  corporation,  partnership,  or joint venture, as the case may be.

         Area  Developer's  Agreement  -  Agreement  pursuant to which an area developer  is granted the right to develop one (1) or more Pretzel Time Units in a geographic area in which the Unit is located.

         Franchisee  - The  party  to whom the  Franchise  is  granted  by the Franchisor,  Pretzel Time, Inc. The term is applicable to one or more persons, a corporation or a partnership,  as the case may be. If two or more persons are at any time the Franchisee hereunder,  their obligations and liabilities to Pretzel Time shall be joint and several. References to Franchisee and assignee which are applicable to an individual or individuals  shall mean the Owner (defined below) or Principal  Owners (defined  below) of the equity or operating  control of the Franchisee or the assignee,  if the  Franchisee or the assignee is a corporation or partnership.

         Net  Revenues  - For  purposes  of  this  Agreement,  the  term  Net Revenues  includes all gross sums, monies and other  consideration  received by Franchisee  of every kind and nature from sales and services  made in, upon,  or from any and all retail  Units  operated by  Franchisee  under the Pretzel  Time Marks in his  Territory,  whether  upon credit or for cash,  without  reserve or deduction for inability or failure to collect,  less all refunds and allowances, if any,  given in good faith to  customers,  and any sales,  use or excise taxes which are separately  stated and which Franchisee pays to any federal,  state or local tax authority.

         Immediate  family - (1) The spouse of a person;  and (2) the  natural and  adoptive  parents and natural and  adopted  children  and  siblings of such person and their spouses;  and (3) the natural and adoptive  parents and natural and adopted  children  and  siblings of the spouse of such  person;  and (4) any other member of the household of such person.

         Interest  - Eighteen  percent  (18%) per annum for the number of days overdue or the highest applicable rate allowed by law.

         Kiosk - Is a type of  Pretzel  Time  Unit,  which is a  free-standing enclosed area located within the common area of a mall which can manufacture and sell Pretzel Time pretzels and other Pretzel Time-approved  Products without the co-existence of a Pretzel Time Store within the territory.

         Marks - The  trademarks,  service marks,  logos and other  commercial symbols which Pretzel Time authorizes Franchisee to use to identify the services and/or products offered by Pretzel Time Units, including the mark Pretzel Time and the Trade Dress  (defined  below);  provided that such  trademarks,  service marks,  logos,  other  commercial  symbols  and the Trade  Dress are  subject to modification  and  discontinuance  at Pretzel  Time's  sole  discretion  and may include additional or substitute  trademarks,  service marks, logos,  commercial symbols and Trade Dress as provided in this Agreement.

         Owner - Each person or entity  holding  direct or indirect,  legal or beneficial Ownership Interests (defined below) in Franchisee and each person who has other direct or indirect property rights in Franchisee,  this Agreement, the Franchise or the Unit and as designated  in Exhibit B attached and  incorporated herein.

         Ownership Interests - In relation to a: (i) corporation, the legal or beneficial ownership of shares in the corporation;  (ii) partnership,  the legal or beneficial ownership of a general or limited partnership  interest;  or (iii) trust, the ownership of a beneficial interest of such trust.

         Permanent Disability - A mental or physical disability, impairment or condition  that is  reasonably  expected  to prevent or  actually  does  prevent Franchisee or an Owner of a Controlling  Interest in Franchisee from supervising the management and operation of the Unit for a period of six (6) months from the onset of such disability, impairment or condition.

         Permitted  Competitive  Business  - A business  which  constitutes  a Competitive  Business  and is  disclosed  in  Exhibit  C which  shall be made by Franchisee  and  Owners  as of the date of this  agreement  provided  that  such business does not offer hard or soft pretzels, or yogurt on its menu.

         Pretzel Time Unit  -  A food service business that:

                  (1) offers  Products  for consumer  consumption  off-premises,          provided  that  Pretzel  Time,  may in its sole  discretion,  authorize          and/or require such business to offer TCBY yogurt products  pursuant to          a  Yogurt  Product  Addendum  (defined  below)  or to  operate  Special          Distribution  Arrangements pursuant to a Special Distribution Agreement          (defined below); and

                  (2) operates using the Pretzel Time System and the Marks; and

                  (3) is either  operated by Pretzel Time or its  Affiliates  or          pursuant to a valid franchise from Pretzel Time.

         Pretzel Time Units are of three types: stores, carts, and kiosks.

         Principal Owner  - Each Owner which:





                  (1)  is a general partner in Franchisee; or

                  (2) has a direct or indirect equity interest:

                           (a) in  Franchisee  of twenty  percent  (20%) or more                            (regardless of whether such Owner is entitled to vote                            thereon); or

                           (b)  in any Pretzel Time unit; or

                  (3) is  designated  as a Principal  Owner in Exhibit B of this Agreement.

         Products - Products approved or required by Pretzel Time from time to time in its sole  discretion for sale at or from Pretzel Time Units,  including, without  limitation,  hand-rolled  soft pretzels of various  flavors  including, without limitation,  chocolate chip, raisin,  honey-wheat,  and cinnamon, frozen pretzels  and  other  pretzel-related  products  and  toppings,  frozen  yogurt, beverages, and other Pretzel Time-approved products, provided that the foregoing products are subject to  modification or  discontinuance  in Pretzel Time's sole discretion from time to time and may

include additional or substitute products.

         Site - The  location of the Pretzel  Time Unit as  described  in this Agreement. The term refers to the inside of the four walls of the Unit premises.

         Special Distribution Agreement - A separate agreement whereby Pretzel Time  authorizes  a  Franchisee  of a  Pretzel  Time  Unit to  operate a Special Distribution  Arrangement  at a  Special  Distribution  Location  designated  by Pretzel Time.

         Special Distribution  Arrangement - The sale of Products at or from a Special  Distribution  Location  (defined  below),  whether or not by or through on-premises food service  facilities or concessions,  pursuant to Pretzel Time's standards and  specifications for such sales, which Pretzel Time may change from time to time in its sole discretion.

         Special Distribution  Location - A facility or location,  which as by way of example and without limitation,  a school,  hospital,  office, work site, military facility, grocery store, convenience store, supermarket,  entertainment or sporting facility or event, bus or train station,  park, toll road or limited access highway  facility,  shopping mall or other similar  facility,  at or from which  Pretzel  Time,  in its sole  discretion,  authorizes  the  operation of a Special Distribution  Arrangement pursuant to a Special Distribution  Agreement, which facility may be located within or outside the Territory.

         Store - Is a traditional in-line Pretzel Time Unit where Pretzel Time Products  are  produced  and  sold  to  customers  at  retail  for  off-premises consumption.

         Territory  - The geographic area described in this Agreement.

         Trade  Dress - The unit  design,  decor and image which  Pretzel Time authorizes  and requires  Franchisee to use in connection  with the operation of Pretzel Time Units,  as it may be revised and further  developed by Pretzel Time or its Affiliates from time to time and as further described in the Manuals.

         Transfer - The voluntary, involuntary, direct or indirect assignment, sale, gift, pledge, mortgage, hypothecation, encumbrance or other disposition by Franchisee (or any of its Owners) or by operation of law of:

         (1)  Any interest in this Agreement;

         (2)  A Controlling Interest in Franchisee; or

         (3) Any interest in the Unit, equipment, furnishings or fixtures.

         A Transfer shall also be deemed to include a merger or consolidation of Franchisee  with  any  other  entity,  the  issuance  of  additional  securities representing,  or convertible into, an Ownership  Interest in Franchisee and any Transfer as a result of death  (subject to this Section),  divorce,  insolvency, corporate or  partnership  dissolution  proceedings or otherwise by operation of law.

Unit - The Pretzel Time Unit which  Franchisee is franchised to operate at the Site pursuant to this Agreement.

         Yogurt  Product  Addendum  - The form of  addendum  to the  Franchise Agreement used by Pretzel Time attached  hereto as Exhibit I from time to time to authorize or require, in its sole discretion,  a franchisee of a Pretzel Time Unit to offer TCBY frozen yogurt and other TCBY frozen yogurt products.

2.       GRANT OF FRANCHISE RIGHTS.

         2.A.     GRANT OF FRANCHISE.

         Pretzel  Time hereby  grants to  Franchisee  and  Franchisee  agrees to undertake,  during the term of this  Agreement and upon the terms and conditions stated in this Agreement, the right, license and privilege to operate,  conduct,





and do business  and to use certain  trade  names,  trademarks,  service  marks, logos,  and other  commercial  symbols,  including  Pretzel Time (referred to as Marks) solely and  exclusively for the operation of one retail  franchise Unit (referred to as Franchise), which is in the form of a (Store/Kiosk/Cart),  and to sell  those  Products  known as  Pretzel  Time  pretzels  and  other  Pretzel Time-approved   menu  items  and  Products   further   described  in  Section  2 (hereinafter Products) in accordance with the provisions of this Agreement and in accordance with rules,  standards,  systems,  and procedures as prescribed by Pretzel Time which may be changed,  improved and further  developed from time to time,  (hereinafter  Pretzel  Time  System),  at one (1) location  only,  such location to be

 (hereinafter Site).

         Pretzel  Time  will not,  as long as this  Agreement  is in effect  and Franchisee  is not in default,  enfranchise  or operate any other  Pretzel  Time Franchise  within the following  enclosed  mall or building  except as otherwise provided herein (hereinafter  referred to as Territory):  none. Franchisee has no territory other than the actual store location.  Franchisee acknowledges that Franchisee  has no rights  outside of the actual store location and that Pretzel Time has the right to sell certain  frozen  products as Pretzel Time desires and Pretzel  Time may conduct  Pretzel  Time's  business as Pretzel  Time so desires without hinderance from Franchisee.

         Franchisee  shall not  conduct  the  business of the Unit from any Site other  than  the  Site  specified,  except  as  otherwise  provided  under  this Agreement.  The form of addendum to the Franchise Agreement used by Pretzel Time is  attached  hereto  as  Exhibit  J to be  used  from  time  to time to add a satellite unit pursuant to the Satelite Unit Addendum.

         2.B.     PRINCIPAL OWNERS' GUARANTY.

         Franchisee shall cause all Principal Owners,  and their spouses,  as of the Effective Date to execute and deliver to Pretzel Time concurrently with this Agreement,  and all persons or entities which become Principal Owners, and their spouses,  thereafter to execute and deliver to Pretzel Time promptly thereafter, the  Owner's  and  Guarantor's  Undertaking  and  Assumption  of  Obligations, attached hereto as Exhibit D, or such other agreement as Pretzel Time prescribes from time to time,  undertaking  to be bound  jointly and  severally  by, and to guarantee the payment and  performance  of, all  provisions  of this  Agreement. Franchisee shall furnish to Pretzel Time, at any time upon request, in such form as Pretzel Time may require,  a list of its  shareholders or partners (of record and beneficially) reflecting their respective interests in Franchisee.

         2.C.     TERRITORIAL RIGHTS.

         Except as  otherwise  provided  in this  Agreement  and  provided  that Franchise  is in full  compliance  with  this  Agreement,  Pretzel  Time and its Affiliates  will  not  during  the  term  of this  Agreement  operate  or  grant franchises  for the operation of Pretzel Time Units within the  Territory  other than the Franchise granted to Franchisee pursuant to this Agreement.  Franchisee acknowledges  that  Franchisee  shall  have no  right  to any  Territory  unless Franchisee  and  Pretzel  Time have  entered  into a separate  Area  Developer's Agreement. Franchisee shall have no exclusive Territory based on this Agreement.

         2.D.     RESERVATION OF RIGHTS.

         Except as expressly limited by Section 2.C., Pretzel Time (on behalf of itself,  its Affiliates and its designees)  retains all rights,  in its sole and exclusive discretion,  to offer to sell the Products and services authorized for Pretzel Time Units under the Marks  hereinafter  described in Section 6 or other trade names, trademarks, service marks and commercial symbols through similar or dissimilar  channels of distribution and national  accounts and pursuant to such terms and  conditions  as Pretzel Time deems  appropriate.  Pretzel Time and its Affiliates  retain the right to offer for sale and sell, and franchise others to offer for sale and sell,  any other  Products or services  under the Marks and own and  operate  and grant to others  the right to operate  Pretzel  Time Units solely or in conjunction with TCBY stores or other snack food businesses at such locations  and on such  terms  and  conditions  as  Pretzel  Time,  in its  sole discretion,  deems appropriate.  Such Products shall include, but not be limited to, soft pretzels,  frozen pretzels and other pretzel-related  products,  frozen yogurt and other Pretzel Time-approved Products and such methods of distribution may include,  but shall not be limited to, sales at sports  arenas and stadiums, amusement  parks,   department  stores,   airports,  toll  road  travel  plazas, hospitals, office buildings, schools and colleges and other Non Traditional Unit venues  as  well  as  sales  to  wholesalers  and/or  distributors  for  resale. Notwithstanding  the foregoing,  Pretzel Time reserves the right both within and outside the  Territory  (if any) to sell at wholesale  all Products and services which comprise a part of the Pretzel Time System.

         FRANCHISEE  ACKNOWLEDGES  AND AGREES THAT PRETZEL TIME HAS THE RIGHT TO PLACE UNITS AT ANY LOCATION,  EXCEPT AS LIMITED BY THIS  AGREEMENT,  AT ITS SOLE DISCRETION  AND  WITHOUT  REGARD TO THE IMPACT UPON THE  FRANCHISEE'S  BUSINESS. FRANCHISEE  ACKNOWLEDGES  THAT  ABSENT A SEPARATE  AREA  DEVELOPER'S  AGREEMENT, PRETZEL  TIME  HAS THE  RIGHT  TO  PLACE  UNITS  AT ANY  LOCATION,  AT ITS  SOLE DISCRETION, AND WITHOUT REGARD TO THE IMPACT UPON THE FRANCHISEE'S BUSINESS.

         Franchisee  acknowledges that because complete and detailed  uniformity under many varying  conditions  may not be possible or  practical,  Pretzel Time specifically reserves the right and privilege,  at its sole discretion and as it may deem in the best  interests of all  concerned in any specific  instance,  to





vary standards for any Franchisee based upon the peculiarities of the particular Site,  landlords'  requirements,  business potential,  or other conditions which Pretzel  Time deems to be of  importance  to the  successful  operation  of such Franchisee's business.

         2.E.     OPTION TO DEVELOP OTHER SITES WITHIN THE TERRITORY.

         If Franchisee  seeks to add a different type of Pretzel Time Unit, such as a kiosk or a cart,  within the Territory,  then  Franchisee must seek Pretzel Time's  approval by  notifying  Pretzel  Time,  in  writing,  that he desires to develop  and  operate  other  units,  including  a cart  or  kiosk,  within  the Territory.  If Pretzel  Time has fully  negotiated  a lease  agreement  for such location,  then  Franchisee  shall (1) obtain the  consent  of the  landlord  to execute such lease and execute such lease,  if applicable;  (2) execute  Pretzel Time's then current form of Satellite Unit Addendum  (containing  Pretzel Time's then  current  fees  and  expense  requirements)  and such  ancillary  documents (including guarantees) as are then customarily used by Pretzel Time in the grant of franchises for Pretzel Time Units as modified for use in connection  with the Site, as necessary, and (3) pay Pretzel Time's reasonable out-of-pocket expenses incurred in locating such additional  Site and negotiating the lease  agreement, all within ten (10) business days after Pretzel Time's delivery to Franchisee of the lease agreement and the franchise documents.

         If Franchisee  timely notifies  Pretzel Time in writing that Franchisee desires to develop and operate an additional  Pretzel Time Unit, such as a kiosk or cart,  within its Territory and Pretzel Time has not fully negotiated a lease agreement for such location, then Franchisee will have thirty (30) days in which to negotiate and deliver to Pretzel Time a lease agreement for such site in form for execution.  If Pretzel Time  disapproves  the lease agreement for failure to meet  Pretzel  Time's  requirements,  Franchisee  will have ten (10) days within which to negotiate  and deliver to Pretzel Time a revised  lease  agreement  for such  location  in form for  execution.  If  Pretzel  Time  approves  the  lease agreement  for such  location  as  meeting  Pretzel  Time's  requirements,  then Franchisee  will (1) execute  such lease  agreement;  (2) execute the  franchise documents;   and  (3)  pay  Pretzel  Time's  reasonable  out-of-pocket  expenses incurred,  if any, in locating such  additional  Site and  negotiating the lease agreement,  all within ten (10) business days after Pretzel  Time's  delivery to Franchisee of the lease agreement and the franchise documents.

         2.F.     TERM OF FRANCHISE.

         The term of this Agreement shall commence on the Effective Date of this Agreement  and shall expire  twenty (20) years from the  effective  date of this Agreement.  References in this  Agreement to the term of this Agreement mean the initial term and any renewal term.

3.       OTHER DISTRIBUTION METHODS.

         3.A.     SPECIAL DISTRIBUTION ARRANGEMENTS.

         Franchisee  acknowledges  and agrees that (1) Franchisee is not granted any rights to operate Special  Distribution  Arrangements  within or outside the Territory  pursuant to this agreement;  and (2) the right to operate or grant to others the right to operate  Special  Distribution  Arrangements  is reserved to Pretzel Time;  and (3) Pretzel Time has no obligation to offer to Franchisee the right to operate Special Distribution Arrangements;  and (4) Pretzel Time or its designees  may instead  operate or grant to others the right to operate  Special Distribution Arrangements within and/or outside the Territory.

4.       FRANCHISE AND OTHER FEES.

         4.A.     INITIAL FRANCHISE FEE.

         The initial franchise fee is Twenty-Five Thousand Dollars ($25,000.00). Upon execution of this Agreement by Franchisee,  Franchisee shall pay to Pretzel Time, in consideration  of the franchise  granted herein,  Twenty-Five  Thousand Dollars  ($25,000.00)  payable by certified  check or cashier's  check in United States currency due upon execution of the Franchise Agreement. The franchise fee is fully  earned  by  Pretzel  Time  upon the  payment  in full  thereof  and is nonrefundable   (except  as   specifically   provided  in  this   agreement)  as consideration for expenses incurred by Pretzel Time in furnishing assistance and services to Franchisee  and for Pretzel  Time's lost or deferred  opportunity to franchise others,  and not as compensation for the use of the copyrighted works, Marks or Trade Dress. Franchisee acknowledges and agrees that this franchise fee is reasonable. The fee is not reduced if Pretzel Time is unable to obtain a TCBY Franchise.  An  additional  $1,000 is payable by Franchisee to Pretzel Time as a Yogurt Fee if Yogurt Product is included in the Franchise.

         4.B.     DEFERRAL OF FRANCHISE FEE.

         Payment of the initial  franchise fee is deferred for  franchises to be located in Minnesota and for Minnesota  residents until the franchise Unit opens at which time the franchise fee must be paid in full to Pretzel Time.  Franchise fees for Maryland  residents  and  franchises  to be located in Maryland will be escrowed  until the unit is  opened.  There may be other  stores in which  state administrators have required fees or royalties to be deferred or escrowed.

         4.C.     ROYALTY FEE.





         Franchisee,  in  partial  consideration  of the  grant of a  franchise, agrees to pay to Pretzel  Time a  continuing  Royalty of seven  percent  (7%) of Franchisee's  net  revenues  (as  defined  in  Section  1) on a weekly  basis as specified in this  Section;  provided  only 4% Royalty  shall be payable on TCBY frozen yogurt and other TCBY frozen yogurt products.  The Royalty is not uniform as to  all  franchisees,  it is  fully  earned,  and  is  nonrefundable  in  any circumstance.  Franchisee  shall pay weekly by electronic  funds  transfer (ACH) without offset,  defalcation,  credit or deduction of any nature to Pretzel Time the royalty fee, the advertising  fund fee and all other amounts due and payable on each Wednesday for the immediately  preceding week. The Royalty shall be paid by electronic funds transfer from Franchisee's  general operating  account.  The Royalty is paid,  in part,  to  compensate  Pretzel  Time for  various  services provided  to  Franchisee  after the Unit opens,  including,  but not limited to, quality, service, and cleanliness inspections. Pretzel Time, upon written notice to  Franchisee,  shall  have the right to  change  the  timing  of  Franchisee's payments of Royalty  Fees and  Advertising  Fund Fees due under this  Agreement. Franchisee  shall not subordinate to any other  obligation his obligation to pay the Royalty Fee or any other fee or charge hereunder.

         4.D.     ADVERTISING FUND FEE.

         Franchisee  agrees to pay on a weekly basis to Pretzel Time, as partial consideration  for the grant of the Franchise,  an  Advertising  Fund Fee of one percent  (1%) of Net revenues  for the  preceding  week as defined in Section 1. Franchisee  herein  acknowledges that the Advertising Fund Fee is not uniform as to all franchisees.  The Advertising Fund Fee is fully earned and nonrefundable. The  Advertising  Fund Fee shall be paid by electronic  funds  transfer from the Franchisee's  general  operating  account on Wednesday of each week based on the preceding week's Net revenues.

         4.E.     TRANSFER FEE.

         If Franchisee desires to assign his rights under the Franchise to a new franchisee,  Franchisee  (Assignor of the  Franchise),  agrees to pay to Pretzel Time a transfer  fee equal to the  greater of SIX  THOUSAND  TWO  HUNDRED  FIFTY DOLLARS  ($6,250.00) or the then current  transfer fee being paid by franchisees upon the assignment, gift, bequeath or transfer of ownership of the Franchise to cover administrative costs and expenses. The transfer fee is non-refundable. The fee shall be due and payable by the current  Franchisee to Pretzel Time five (5) days prior to the transfer of the Franchise to the assignee.  Additionally,  the assignee  of the  Franchisee  shall pay  Pretzel  Time an  additional  amount of Twenty-Five  Thousand Dollars  ($25,000.00) (plus $1,000.00 if Yogurt Product is included),  for any  additional  units that are not existing  stores or the then current initial franchisee fee for traditional Pretzel Time Units.

         4.F.     FEES FOR ADDITIONAL FRANCHISES.

          In the event that Franchisee  meets Pretzel Time's  qualifications  to open  additional  Franchises at sites  acceptable to both Franchisee and Pretzel Time,  which  approval is at the sole  discretion of Pretzel  Time,  the initial franchisee  fee shall be the greater of FIVE THOUSAND  DOLLARS  ($5,000.00)(plus $1,000.00 if Yogurt  Product is included) or the then current fee for additional franchises set by Pretzel Time, at its sole discretion. The decision to grant an additional  franchise  location shall be in the sole  discretion of Pretzel Time and at no time does Pretzel Time promise or guarantee that additional franchises will be offered  or  approved.  Such  decisions  will be made on a  case-to-case basis,  based on  factors  including,  but not  limited to the  availability  of suitable locations,  quality of standards maintained in the Franchisee's current Units,   the  impact  of  additional   locations  upon  the  operations  of  the Franchisee's  current Units, the geographical  distance between the Franchisee's existing and proposed  location,  the business  plan of Pretzel  Time,  national contracts  with  major  corporations,  the  population  of  the  area  near  the prospective  site,  the quality of the site,  and other  economic  and  business factors.  Under no  circumstances  is  Franchisee  entitled to demand or require Pretzel Time to grant to Franchisee a Franchise or a similar variation thereof.

         4.G.     FEES FOR RENEWAL OF FRANCHISE.

         Franchisee  agrees that in consideration of the grant of the Successor Franchise  (defined in Section 5.A.),  Franchisee shall pay the current renewal fee as of the  date of  renewal  and  execute  a  general  release  in the  form prescribed  by Pretzel Time in  accordance  with Section 5.B. The renewal fee is due and payable thirty (30) days prior to the renewal day.

         4.H.     PAYMENT BY ELECTRONIC FUNDS TRANSFER.

         Franchisee agrees to pay all Royalties,  Advertising Fund Fees, amounts due Pretzel Time for purchases by Franchisee from Pretzel Time or its Affiliates and other amounts which  Franchisee  owes to Pretzel Time via  electronic  funds transfer from Franchisee's general account,  which shall be initiated by Pretzel Time and any transfer fees shall be paid by Franchisee  every  Wednesday for the preceding week based upon the Net Revenues.  Franchisee herein agrees to execute and complete all necessary  documentation required by Pretzel Time to permit the wire transfer to Pretzel Time (in the form attached  hereto as Exhibit E or such other form as Pretzel Time shall accept). Under this procedure, Franchisee shall authorize  Pretzel  Time to initiate  debit  entries  and/or  credit  correction entries  to  Franchisee's   general  operating  bank  account  for  payments  of Royalties,  Advertising Fund Fees and other amounts payable under this Agreement and any late or interest  charges due thereon.  Franchisee  shall make the funds





available to Pretzel Time for  withdrawal by  electronic  transfer no later than one day prior to the due date for payment therefor.  The Royalty and Advertising Fund Fees amount actually  transferred from Franchisee's  account shall be based on the Unit's Net Revenues  indicated on the reports  submitted by Franchisee as required  hereunder.  If Franchisee  has not reported the Unit's Net Revenues to Pretzel  Time  for any week as  required  herein,  then  Pretzel  Time  shall be authorized  to  debit  Franchisee's  account  in an  amount  equal  to the  fees transferred from Franchisee's  account for the last reporting period for which a report of the Unit's Net  Revenues  was  provided  to Pretzel  Time as  required hereunder.  If,  at any  time,  Pretzel  Time  determines  that  Franchisee  has under-reported the Unit's Net Revenues, or underpaid Royalty or Advertising Fund Fees or other  amounts  due  hereunder,  Pretzel  Time  shall be  authorized  to initiate  immediately a debit to Franchisee's  account in the appropriate amount in  accordance  with the foregoing  procedure,  plus interest as provided for in this  Agreement.  Any  overpayment  shall be  credited to  Franchisee's  account through a credit  effective  as of the first week after  Franchisee  and Pretzel Time  determine  that such credit is due.  Notwithstanding  any  designation  by Franchisee, Pretzel Time shall have the sole discretion to apply any payments by Franchisee to any past  indebtedness  of Franchisee  for Royalty or  Advertising Fund Fees,  purchases from Pretzel Time and/or its  Affiliates,  interest or any other indebtedness,  including,  without  limitation,  payment of rental sums in arrears for the Unit.

         4.I.     LATE CHARGE AND INTEREST.

         To compensate Pretzel Time for the increased  administrative expense of handling late payments,  Pretzel Time may charge Franchisee a $50.00 late charge for each delinquent payment.  All Royalty and Advertising Fund Fees, amounts due for  purchases by  Franchisee  from Pretzel  Time or its  Affiliates,  and other amounts  which  Franchisee  owes to Pretzel  Time or its  Affiliates  shall bear interest  after  their due date at a rate equal to the  lesser of: (1)  eighteen percent (18%) per annum for the number of days which such payment is due; or (2) the highest  applicable  legal rate  permitted  by  applicable  law.  Franchisee acknowledges  that this  Section  shall  not  constitute  Pretzel  Time's or its Affiliates' agreement to accept such payments after they are due or a commitment by Pretzel  Time or its  Affiliates  to extend  credit to or  otherwise  finance operation of the Unit.  Notwithstanding  the  provisions  of this Section  4.I., Franchisee  acknowledges and agrees that his failure to pay all amounts when due shall constitute grounds for termination of this Agreement.

5.       RENEWAL OF FRANCHISE TERM.

         5.A.     FRANCHISEE'S RIGHT TO A SUCCESSOR FRANCHISE.

         Upon the expiration of the initial term of this  Agreement,  Franchisee shall  have the one time  right to obtain a  successor  franchise  to  operate a Pretzel  Time Unit at the Site (a  Successor  Franchise)  for a single term of five (5) years  immediately  following the expiration of the initial term of the Franchise upon giving Pretzel Time six (6) months notice prior to the expiration of the then current term if:

         (1) Franchisee and its Owners have complied with this Agreement and any          amendment  during the initial  term of this  Agreement  in all material          respects; and

         (2) Franchisee  maintains  possession of the Site and agrees to remodel          and/or expand the Unit, add or replace equipment, furnishings, fixtures          and signs and  otherwise  modify  the Unit to bring it into  compliance          with   specifications  and  standards  then  applicable  under  new  or          Successor Franchises for Pretzel Time Units; or if Franchisee is unable          to maintain  possession  of the Site, or if, in the judgment of Pretzel          Time,  the Unit should be  relocated,  Franchisee  secures a substitute          site approved by Pretzel Time and agrees to develop  expeditiously such          substitute  site in compliance with  specifications  and standards then          applicable  under new or successor  franchises  for Pretzel Time units;          and

         (3) Pretzel  Time has not given notice of its election not to renew six          (6) months  prior to the  expiration  of the  initial  twenty (20) year          term; and

         (4)  Franchisee  is not in default of any material term or condition of          the lease  agreement,  or any other agreement  between Pretzel Time and          Franchisee; and

         (5) Franchisee executes Pretzel Time's then current Franchise Agreement          and  other  ancillary  agreements  required  and being  offered  to new          Franchisees on the date of renewal, which agreements shall supersede in          all respects this  Agreement and the terms of which may differ from the          terms of this Agreement,  including,  without limitation,  Royalty Fees          and  Advertising  Fund  Fees,  other  fees  and  charges,   performance          criteria,  and a provision which allows Pretzel Time and its Affiliates          to reserve  the right,  both within and  outside of the  Territory,  to          offer and sell at wholesale or retail, through channels of distribution          distinct  from  those  of a  Franchise,  Products  and  services  which          comprise,  or may in the  future  comprise a part of the  Pretzel  Time          System, which Products may be resold at retail to the general public by          such entities; and

         (6) Franchisee is in full  compliance  with Pretzel  Time's  Operations Manual; and

         (7) On renewal,  Franchisee  agrees to pay the current renewal fee, the          Royalty and  Advertising  Fund fees specified in Pretzel Time's current





         Franchise  Agreement then being offered new  Franchisees on the date of          renewal; and

         (8) Franchisee shall execute general releases,  in form satisfactory to          Pretzel  Time,  of any and all  claims  against  Pretzel  Time  and its          Affiliates and their officers, directors, employees, agents, successors          and assigns arising under this Agreement; and

         (10)   Franchisee   has  complied  with  Pretzel  Time's  then  current          qualification and training requirements.

         Following receipt of Franchisee's election to renew, Pretzel Time shall provide Franchisee with an execution copy of the form of Franchise  Agreement to be entered into for the renewal  term.  If the  Franchisee  does not execute and return the renewal Franchise Agreement within thirty (30) days of receipt,  then Franchisee  shall be deemed to have  withdrawn  its notice of renewal,  and this Agreement shall terminate at the end of the current term.

         Pretzel Time may, at its option, with reasonable cause and upon written notice,  elect not to renew the Franchise  Agreement.  Pretzel Time shall notify Franchisee  of the  nonrenewal  not  less  than  six  (6)  months  prior  to the expiration  of the term of this  Agreement.  If  applicable  law  requires  that Pretzel Time give longer  notice to  Franchisee  prior to the  expiration of the term than is specified in the Franchise Agreement,  the Franchise Agreement will remain in effect on a  month-to-month  basis until the requisite notice has been given.

         5.B.     RELEASES.

         Franchisee  and its Owners  shall  execute  general  releases,  in form satisfactory  to Pretzel Time (the  general form of which is attached  hereto as Exhibit K), of any and all claims against  Pretzel Time and its Affiliates and their  respective  shareholders,   officers,   directors,   employees,   agents, successors and assigns. Failure by Franchisee and its Owners to sign and deliver to Pretzel  Time,  such  agreements  and releases  within thirty (30) days after delivery  thereof to Franchisee shall be deemed an election by Franchisee not to obtain a Successor Franchise.

         5.C.     NOTICES.

         Franchisee  shall give Pretzel  Time written  notice of its election to obtain a Successor  Franchise not more than twelve (12) months and not less than six (6) months prior to the expiration of this Agreement. Pretzel Time agrees to give Franchisee, written notice, not more than thirty (30) days after receipt of Franchisee's notice of (a) Pretzel Time's  determination  whether or not it will grant Franchisee a Successor  Franchise  pursuant to this Section and/or (b) any deficiencies  in  Franchisee's  operation  of the Unit (or any other  failure to comply  with the terms of this  Agreement)  which could  cause  Pretzel  Time to refuse to grant a  Successor  Franchise.  Such notice  shall state what  actions Franchisee  must take to correct  the  deficiencies  and shall  specify the time period in which such  deficiencies  must be  corrected.  Pretzel Time shall give Franchisee written notice of a decision not to grant a Successor Franchise based upon  Franchisee's  failure to cure  deficiencies not less than ninety (90) days prior to the expiration of the initial term of this Agreement. Such notice shall state the reasons for Pretzel Time's refusal to grant a Successor Franchise.  In the event Pretzel Time fails to give  Franchisee (a) notice of  deficiencies  in the Unit or in Franchisee's operation of the Unit, within thirty (30) days after receipt of Franchisee's timely election to obtain a Successor Franchise,  or (b) notice of Pretzel  Time's  decision not to grant a Successor  Franchise at least ninety (90) days prior to the expiration of the term of this Agreement,  Pretzel Time  may  extend  the term of this  Agreement  for  such  period  of time as is necessary in order to provide Franchisee reasonable time to cure deficiencies or to provide ninety (90) days notice of Pretzel Time's  determination not to grant a Successor  Franchise.  The grant of a Successor Franchise shall be conditioned upon Franchisee's continued compliance with all the terms and conditions of this Agreement until the date of expiration.

6.       TRADEMARKS AND LIMITATIONS.

         6.A.     OWNERSHIP OF MARKS.

          Franchisee  acknowledges  that Pretzel Time is the owner of all right, title  and  interest  together  with  all  the  goodwill  in and  to the  Marks. Franchisee  acknowledges  that his right to use the Marks is derived solely from this  Agreement  and is limited to his  conduct of  business  pursuant to and in compliance with this agreement and all applicable standards,  specifications and operating  procedures Pretzel Time prescribes from time to time during its term. Franchisee  shall not have nor assert any right,  title or  interest  in Pretzel Time's Marks or any goodwill of Pretzel Time. Franchisee agrees that he will not register  such  trade  name or marks in his own name or that of any other  firm, person  or  corporation.  The  following  Marks  are  currently  authorized  for Franchisee's use in the Franchised Business as follows:

         Pretzel TimeJ          Pretzel Time Stylized7          Pretzel Time Clock DesignJ          Pretzel Time StorefrontJ          Fitness with a twist.J

         Franchisee  acknowledges  and recognizes  Pretzel  Time's  interest and exclusive   right  to  the   concepts  of  the  Pretzel   Time  System  and  its distinguishing characteristics, including the name and style of the unique decor





of the Pretzel Time  stylized  literature,  display and  promotional  materials, marketing methods, operating procedures, training program and the manufacture of Pretzel Time Products. Pretzel Time makes no representation or warranty, express or implied,  as to the use, exclusive  ownership,  validity or enforceability of the Marks. Pretzel Time reserves the right to develop other trademarks,  service marks,  copyrights  and patents for use in other  businesses.  Pretzel  Time and Franchisee  acknowledge  and agree that it is not required to defend  Franchisee against  a claim  against  his use of  Pretzel  Time  Marks.  Pretzel  Time  may reimburse  Franchisee for his liability and reasonable  costs in connection with defending Pretzel Time's registered  trademarks provided Franchisee has notified Pretzel Time immediately when he learned about the infringement or challenge.

         Franchisee  agrees to use  Pretzel  Time's  trade name and Marks as the sole trade  identification  of the Unit and in connection  with, and exclusively for the  promotion  and conduct of the  Franchise as provided  hereunder  and in accordance with instructions,  rules, and procedures  prescribed by Pretzel Time from  time  to  time  with  respect  thereto.   Notwithstanding  the  foregoing, Franchisee  shall identify  himself as the independent  owner of the Unit in the manner  prescribed  by Pretzel Time.  Franchisee  agrees to give such notices of trademark  and service  mark  registrations  as Pretzel  Time may specify and to obtain such business name registrations as may be required under applicable law. Franchisee  shall not at any time during the term of this Agreement or after its termination, contest the validity or ownership of any of the Marks or assist any other person in contesting the validity or ownership of the Marks.

         6.B.     DISCONTINUANCE OF USE OF MARKS.

         If it becomes advisable at any time, in Pretzel Time's sole discretion, for Pretzel Time or the Unit to modify or  discontinue  use of any Mark,  and/or use of one or more  additional or substitute  trade names,  trademarks,  service marks, or other commercial symbols,  Franchisee shall comply with Pretzel Time's directions  within a reasonable time after notice to Franchisee by Pretzel Time. Neither  Pretzel Time nor its Affiliates  shall have any obligation to reimburse Franchisee for any expenditures  made by Franchisee to modify or discontinue the use of a Mark or to adopt  additional  marks or  substitutes  for a discontinued Mark, including, without limitation, any expenditures relating to advertising or promotional  materials or to compensate  Franchisee for any goodwill  related to the discontinued Mark.

         6.C.     CORPORATE NAME.

         Franchisee  agrees not to use any Mark or trade name of Pretzel Time or any part thereof or with any prefix,  suffix or other  modifying  words,  terms, designs,  or symbols or in any modified  form as part of any  corporate or trade name  nor  shall  Franchisee  use any  Mark in  connection  with the sale of any unauthorized  product or service or in any other manner not expressly authorized in writing by Pretzel Time.

         6.D.     TERMINATION.

         Immediately  upon the  termination  of this  Agreement,  the Franchisee agrees to cease and forever  abstain  from using the Pretzel Time trade name and Marks and return to Pretzel Time all documents, manuals,  instructions,  display items and the like bearing the aforesaid trade names or any of the Marks.

         6.E.     TRADEMARK ENFORCEMENT.

         Pretzel  Time shall  police and enforce its rights with  respect to its trademarks  and other  proprietary  aspects of the Pretzel  Time System with the cooperation of Franchisee,  and shall bring  appropriate  actions or proceedings against infringers or other unlawful users at its sole expense.

         Franchisee  agrees to  immediately  notify  Pretzel  Time of any claim, demand or suit based upon or arising from or of any attempt by any other person, firm or corporation to use Pretzel Time's trademarks, service marks, copyrights, trade secrets,  or Systems licensed hereunder or colorable  variation thereof in which Pretzel Time has a proprietary interest. Pretzel Time will take the action it thinks  appropriate.  In the event Pretzel Time undertakes any prosecution of litigation or defense  relating to the  proprietary  Marks  licensed  hereunder, Franchisee  agrees to execute any and all  documents and do such acts and things as may in Pretzel  Time's  opinion,  be  necessary  to carry out such defense or prosecution.  Franchisee  agrees  that  Pretzel  Time has the  right to  control administrative proceedings or litigation with respect to this issue.

         Franchisee  agrees to participate  and cooperate in the  prosecution of any action to prevent the infringement,  imitation, illegal use or misuse of the Marks and  agrees  to be named as a party in any such  action  if  requested  by Pretzel  Time.  Pretzel  Time  agrees to bear the  legal  expenses  incident  to Franchisee's  participation in such action,  except for the cost of Franchisee's personal legal counsel if Franchisee  elects to be represented by counsel of his own choosing.

         6.F.     USE OF SERVICE MARK.

         Except  with the prior  written  consent  of Pretzel  Time,  Franchisee agrees not to infringe upon, use or imitate Pretzel Time's System, or any of its distinguishing  characteristics,  and  further  agrees not to cause or allow any other person to infringe upon, use or imitate  Pretzel Time's System,  or any of its  distinguishing  characteristics.  Franchisee  agrees to use and display the Marks at all times only in  accordance  with the quality  control  standards set forth in this  Agreement and in the Operations  Manual.  During the term of this Agreement, and renewal term, if any, Franchisee will operate the Unit only under the Marks . Franchisee  will use or display the Marks only within the designated Territory.  Franchisee  will cause a sign  bearing the name  Pretzel  Time which meets Pretzel Time's  specifications for color, design and size, to be installed





on the outside of the retail Unit.  Franchise  shall not, at any time during the term of this  Agreement or after its  termination  or expiration use any Mark in connection with the sale of any unauthorized  product or service or in any other manner not expressly authorized in writing by Pretzel Time.

7.       SELECTION OF FRANCHISE LOCATION.

         7.A.     SITE SELECTION.

         Franchisee  shall be  responsible  for leasing a suitable  site for the Franchise  subject to Pretzel  Time's  approval.  Pretzel  Time agrees to assist Franchisee  in locating and securing a location for the unit which is acceptable to both Pretzel Time and Franchisee.  Franchisee  shall submit to Pretzel Time a list of desired locations on the Location Agreement attached hereto as Exhibit W or if Pretzel  Time  directs on a form  prepared  by Pretzel  Time and  attached hereto as Exhibit F, and  Pretzel  Time shall  contact the  appropriate  leasing representatives to determine the availability of sites at those locations. After obtaining  information from appropriate  leasing  representatives,  Pretzel Time shall notify Franchisee  whether or not the sites made available to Pretzel Time are  acceptable  by Pretzel  Time.  In the event  that a site for the  franchise cannot be located  which is  acceptable  and  suitable to both  Pretzel Time and Franchisee  within One Hundred Twenty (120) days,  then the Franchise  Agreement shall be terminated and all franchise fees paid by Franchisee shall be refunded.

         Pretzel  Time  shall  approve  the site for the unit in  reliance  upon information furnished and representations made by Franchisee with respect to the size, appearance, and other physical characteristics of the site, photographs of the site, demographic characteristics,  traffic patterns, competition from other businesses in the area,  and other  commercial  characteristics.  Pretzel Time's approval of the site  indicates  only that Pretzel Time  believes  that the site falls  within  acceptable  criteria  established  by Pretzel Time as of the time period  encompassing the evaluation.  Franchisee  agrees that Pretzel Time shall not be responsible for the failure of a franchise, site and/or premises approved by Pretzel  Time to meet  expectations  as to potential  revenue or  operational criteria.  Franchisee acknowledges and agrees that his acceptance of a Franchise for the  operation of a Unit in the  Territory  is based on his own  independent investigation of the suitability of the mall location.

         Franchisee  acknowledges  that Pretzel Time's  approval of the lease or sublease  for the Unit does not  constitute  a guarantee  or warranty by Pretzel Time, express or implied, of the successful operation or profitability of a Unit operated at the designated Site. Such approval  indicates only that Pretzel Time believes  that the Unit and the terms of the lease fall  within  the  acceptable criteria  established  by Pretzel  Time as of the time period  encompassing  the evaluation.

         7.B.     LEASE.

         Pretzel  Time and  Franchisee  further  agree that  Pretzel  Time shall negotiate  the  basic  economic  terms  of the  lease in  consultation  with the Franchisee.  Franchisee  agrees to  execute  a letter  of  intent  for the lease premises  which  outlines the basic economic terms of the lease and return it to Pretzel  Time within five (5) days of receipt of same.  Franchisee  acknowledges and agrees that he is  responsible  for reviewing the terms of the agreement and making  any  necessary  changes  to the lease  agreement.  Franchisee  shall not execute any lease  agreement  without the prior approval of Pretzel Time,  which shall be conditioned  upon inclusion of terms in the lease acceptable to Pretzel Time and at Pretzel Time's option shall contain such provisions,  including, but not limited, to:

          (1). Notice to Pretzel  Time of,  and  Pretzel  Time's  right to cure,                Franchisee's default under the lease provided,  however,  that if                Pretzel  Time  cures any such  default,  the total  amount of all                costs and payments incurred by Pretzel Time in effecting the cure                shall be immediately due and owing to Pretzel Time by Franchisee;

          (2). Franchisee's  right to  assign  his  interest  under the lease or                sublease  to Pretzel  Time  without the  lessor's or  sublessor's                consent;

          (3). Allowing  Franchisee  to  transfer  the lease to Pretzel  Time or                another  approved  franchisee in the event that Franchisee  sells                his  business (a copy of the form of the third  party  assignment                agreement that  Franchisee and the  prospective  purchaser  would                sign is attached hereto as Exhibit L);

          (4). Authorizing  and requiring the Lessor or sublessor to disclose to                Pretzel Time, upon its request,  sales and other information that                Franchisee furnishes to the lessor or sublessor; and

          (5). Providing  that  Pretzel  Time (or one of its  Affiliates  or its                Assignee) shall have the right (but not the obligation) to assume                the lease or sublease:

                  (i) Upon termination of this Agreement by Pretzel Time or upon                   expiration of this Agreement (unless a Successor  Franchise is





                  granted to Franchisee), or

                  (ii) If  Franchisee  fails to exercise any options to renew or                   extend the lease or sublease or,

                  (iii) If Franchisee commits a default that gives the lessor or                   sublessor the right to terminate the lease or sublease, or

                  (iv)  If  Pretzel  Time  or  one  of  its  Affiliates  or  its                   designee/assignee purchases the Unit.

          (6). A provision allowing sampling in front of the retail Unit;

          (7). A provision  that the premises are to be used  exclusively  for a                Pretzel Time Unit only; and

          (8). A provision which permits alterations to the premises in a good          and workman-like manner by Franchisee as required by Pretzel Time.

         Franchisee further agrees to execute and return the lease and any other riders,  guaranties or sureties  required by the Landlord  within seven (7) days from receipt of the same and no later than sixty (60) days after signing of this Agreement.  If any lease  expires  prior to the  expiration  of this  Agreement, Franchisee  will be  required to arrange  any  necessary  lease for the Unit and Pretzel Time shall have the right to approve the terms of the renewal  lease for the Unit prior to Franchisee's execution thereof. Franchisee agrees that he will not execute a lease or sublease which Pretzel Time has  disapproved.  Franchisee shall  deliver a copy of the signed  lease to Pretzel  Time for the Unit  within five (5) business days after its full execution.  The copy shall be complete and include copies of all signature pages and exhibits.

         A copy of the form of the sublease  that  Franchisee  shall execute (if Pretzel Time is the tenant  pursuant to the lease) is attached hereto as Exhibit M. A copy of the form of the  collateral  assignement  of lease that  Franchisee shall execute (if  Franchisee  is the tenant  pursuant to the lease) is attached hereto as Exhibit N.

         Franchisee  shall be  responsible  for all terms and  conditions of the lease covering the franchise  location,  including any required security deposit and  prepaid  rent.  Franchisee  agrees  to pay the Unit  rent  directly  to the landlord at the rate and terms  specified in the primary lease between  landlord and Franchisee. Rent is generally paid monthly on the first day of the month and is  non-refundable.  Franchisee  agrees  that the Unit  shall be used  only as a Pretzel Time franchise.

         If  Franchisee  fails to obtain  lawful  possession of an approved Site (through a lease or assignment) within sixty (60) days after delivery of Pretzel Time's approval of the Site, Pretzel Time, may, in its sole discretion, withdraw approval of such Site at any time.

         7.C.     RELOCATION.

         In the event that  Franchisee's  lease is  terminated,  with or without fault of  Franchisee,  if the Site is damaged,  condemned or otherwise  rendered unusable as a Pretzel Time Unit in accordance with this Agreement, or if, in the judgment of Pretzel Time and  Franchisee,  there is a change in the character of the location of the Site sufficiently  detrimental to his business  potential to warrant its relocation,  Pretzel Time will not unreasonably  withhold permission for  relocation  of the  Unit  to  another  Site,  which  meets  Pretzel  Time's then-current  site  criteria,  subject to the rights of  existing  Pretzel  Time franchisees  under their  franchise  agreements  with Pretzel  Time.  Franchisee acknowledges  and agrees that Pretzel Time is under no  obligation  to approve a relocation of the Franchise.  However,  upon written approval from Pretzel Time, Franchisee may relocate the Franchise to another  location.  Such approval shall not be granted unless  Franchisee is in compliance with all terms and conditions of this  Agreement  and  Franchisee  has the  financial  resources  available to relocate the Unit and construct a new and  comparable  Unit according to Pretzel Time's then current design  standards.  Any such  relocation of the Franchise is subject to Pretzel Time's prior  approval of the new Unit  location.  Relocation shall be at  Franchisee's  sole expense and Pretzel Time shall have the right to charge  Franchisee  for  any and all  costs  incurred  by  Pretzel  Time,  and a reasonable  fee  for  its  services,  in  connection  with  any  such  approval, evaluation  and  relocation  of the  Franchise.  The Unit  shall  re-open at the replacement  Site as soon as  reasonably  practicable  but in no event more than ninety (90) days after the closing of the original location.

8.       DEVELOPMENT OF UNIT.

         8.A.     UNIT DESIGN SPECIFICATIONS AND CONSTRUCTION PLANS.

         Franchisee  shall be responsible  for  constructing  and developing the Unit,  including payment of all costs.  Pretzel Time shall furnish to Franchisee prototypical plans and  specifications  for the Unit,  reflecting Pretzel Time's requirements for dimensions,  interior design and decor, layout, image, building materials,  color scheme, exterior and interior finishes,  fixtures,  equipment, furnishings, and signs.

         Franchisee shall promptly after obtaining  approval of the Site for the Franchise:

         (1).  cause to be prepared by a Pretzel  Time  approved  architect  and





         submit for approval by Pretzel Time a site survey and any modifications          to Pretzel Time's basic  architectural plans and specifications for the          Pretzel Time Unit  (including  requirements  for  dimensions,  exterior          design,  materials,  interior design and layout,  equipment,  fixtures,          furniture,  signs and decorating)  required for the construction of the          Franchise at the Site leased  therefor.  Franchisee shall have all such          modifications   approved  by  Pretzel   Time  and  prior  to  obtaining          permitting;

         (2). insure that such plans and  specifications  comply with applicable          ordinances,  building  codes,  and permit  requirements  and with lease          requirements  and  restrictions  and all modification to Pretzel Time's          basic plans and  specifications are modified to the extent necessary to          comply with local  ordinances and state laws,  building  codes,  permit          requirements, lease restrictions and federal law; and

         (3).  Franchisee  shall also submit all revised or as built plans and          specifications  during the course of such  construction upon request of          Pretzel Time.  Franchisee  agrees to pay for any and all architect fees          and pay the architectural fees for the architect to review, approve and          modify the plans.

         8.B.     DEVELOPMENT OF THE UNIT.

         Pretzel  Time shall have the right to approve any  contractor  hired by Franchisee  to develop the Unit.  Within  one-hundred  twenty  (120) days of the execution of the Franchise Agreement, Franchisee agrees, at his sole expense, to do or cause to be done the following with respect to developing the Unit:

          (1). Familiarizing   himself  with  the  physical   condition  of  the                property, local laws, ordinances and          other requirements in connection with the construction of the Unit;

          (2). Secure all financing required to develop and operate the Unit;

          (3). Obtain all required building,  utility, sign, health, sanitation,                business,  environmental  and other permits and licenses required                for construction and operation of the Unit;

          (4). Extending all utilities to the Site and constructing all required                improvements to the Unit and decorate the Unit in compliance with                plans and specifications Pretzel Time approves within four to six                weeks  of  possession  of the  Site  and two  days  prior  to the                commencement date set forth in the lease for the Unit;

          (5). Purchase   and  install  all  required   fixtures,   furnishings,                equipment  and signs  required for the Unit  (provided,  however,                that Pretzel Time shall have the right,  in its sole  discretion,                to install all required  signs at the Unit at  Franchisee's  sole                expense);

          (6). Purchase  an  opening  inventory  of  Products,   materials,  and                supplies;

          (7). In  accordance  with  Pretzel  Time's  standard   specifications,                Franchisee  shall totally equip,  ready and inventory the Site at                its sole cost for opening to the public two (2) days prior to the                opening date specified in the lease; and

          (8). Franchisee  agrees  that it will not  open the Unit for  business                without Pretzel Time's prior approval and training.

         8.C.     EQUIPMENT, FIXTURES, FURNISHINGS, AND SIGNS.

         Franchisee agrees to use in developing and operating the Unit only such fixtures,  furnishings,  equipment, and signs that Pretzel Time requires and has approved for Pretzel Time Units as meeting its  specifications and standards for quality, design, appearance, function and performance. Franchisee further agrees to place or display at the Unit only such signs, emblems,  lettering,  logos and display  materials  that  Pretzel  Time  approves in writing  from time to time; provided,  however,  that  Pretzel  Time  shall  have  the  right,  in its  sole discretion,  to install  all  required  signs at the Unit at  Franchisee's  sole expense.  Franchisee shall purchase or lease approved brands, types or models of fixtures,  furnishings,  equipment and signs only from  suppliers  designated or approved by Pretzel Time (which may include Pretzel Time and/or its Affiliates). Franchisee  further agrees that all fixtures,  furnishings and equipment used in connection  with the operation of the Unit shall be free and clear of all liens, claims and  encumbrances  whatsoever,  except  with  respect to any such  liens, claims or  encumbrances  asserted by Pretzel Time or third party  purchase money security interests.

         8.D.     EXCEPTIONS TO EQUIPMENT OR FURNISHINGS.

         If Franchisee proposes to purchase any brand or type of construction or decorating material, fixture, equipment,  furniture or sign not then approved by Pretzel  Time,  or any such item from a supplier  which is not then  approved by Pretzel Time,  Franchisee shall first notify Pretzel Time, in writing, and shall submit  to  Pretzel   Time,   upon  its  request,   sufficient   specifications, photographs,  drawings and other  information or samples for a determination  by Pretzel  Time of  whether  such  brand  or type of  construction  or  decorating material, fixture, equipment, furniture or sign complies with its specifications and standards or such supplier meets Pretzel Time's approved supplier  criteria, which  determination  shall be made and  communicated  in writing to  Franchisee within a reasonable time.  Additionally,  Franchisee shall pay all fees for said





testing and be responsible for acquiring and submitting  equipment necessary for such testing.

         8.E.     CONSTRUCTION ASSISTANCE.

         Upon request by Franchisee and without  liability,  Pretzel Time agrees to provide construction assistance to Franchisee in one or more of the following areas:

          (1). Assist  Franchisee in finding an architect  for the  construction                and development of the Unit;

          (2). Assist  Franchisee  in  finding  a  general  contractor  for  the                construction and development of the Unit; and

          (3). Respond to a  reasonable  amount of questions  from  Franchisee's                contractor  relating to construction  and development of the Unit                in accordance with the requirements of Pretzel Time.

         8.F.     LIMITATION ON LIABILITY.

         Pretzel Time shall not be liable to Franchisee,  the contractor, or any other person,  and Franchisee  waives all claims for liability or damages of any type  whatsoever  (whether  direct,  indirect,  incidental,   consequential,  or exemplary),  on account of the  rendition  of any  services  by Pretzel  Time in accordance  with  this  Section,  except  to the  extent  caused  by  the  gross negligence  or  intentional  misconduct  of  Pretzel  Time,  and  then  any such liability  or damages  shall be limited to five  thousand  dollars  ($5,000.00). Without  limiting the generality of the  foregoing,  Pretzel Time shall not have liability  with  respect  to any of the  following,  all of  which  are the sole responsibility of Franchisee:

          (1). if   construction   of  the  Unit  does  not  fully  satisfy  the                requirements  (if  any)  of  the  landlord,  the  architect,  the                contractor,  and any governmental  agency having  jurisdiction or                does not fully satisfy the criteria  established  by Pretzel Time                for construction and development of Pretzel Time Units;

          (2). if the Unit improvements are not structurally  sound or free from                defects or deficiencies;

          (3). if there are any construction delays or cost overruns; or

          (4). if  there  are  any  disputes  with  any  landlord,   contractor,                subcontractor,  architect,  supplier or governmental  agency with                respect to any aspect of the design, construction,  provision, or                equipping of the Unit.

9.       UNIT OPENING.

         9.A.     COMMENCEMENT OF OPERATIONS.

         Franchisee shall commence operation of the Franchise the earlier of: 1) one  hundred  fifty (150) days after the  execution  of this  Agreement;  (2) as specified in the lease for the Site; or (3) as otherwise required or approved in writing by Pretzel Time. Failure to open the Unit within the aforementioned time period shall  result in the  termination  of this  Franchise  Agreement  and all franchise fees paid by Franchisee shall be nonrefundable.  Franchisee agrees not to open the Unit for business until the following has occurred:

          (1). Pretzel  Time  approves  the  Unit  pursuant  to its  Pre-Opening                Checklist;

          (2). Pre-opening  training of Franchisee  and Unit  personnel has been                completed to Pretzel Time's satisfaction;

          (3). The  initial  franchise  fee and all  other  amounts  then due to                Pretzel Time have been paid in full;

         (4).  Pretzel  Time has been  furnished  with  copies of all  insurance          policies  required  by  this  Agreement,  or  such  other  evidence  of          insurance  coverage and payment of premiums as Pretzel  Time  requests;          and

     (5) Franchisee has executed Pretzel Time's wire transfer agreement.

         Franchisee  agrees  to open the  Unit for  business  on or  before  the opening date specified in the lease if it has the  Landlord's  approval and only after Pretzel Time notifies Franchisee that the conditions set forth in Sections 8 and 9 have been satisfied.

10.      FRANCHISEE TRAINING.

         10.A.    INITIAL TRAINING.

         Franchisee  acknowledges and agrees that, while Pretzel Time's training program will provide  Franchisee  with the  fundamental  knowledge  necessary to operate a unit,  Franchisee  cannot  expect  success  unless he devotes his best personal efforts to the business and exercises good business judgment in dealing with customers,  suppliers, and employees.  Prior to the Unit's opening, Pretzel Time shall  furnish an initial  training  program on the  operation of a Pretzel Time Unit which shall take place at Pretzel Time's  headquarters  in Harrisburg, Pennsylvania,  or at a location  which will  provide the best  training  for the





Franchisee,  which may or may not be close to Pretzel Time's  headquarters.  The Franchisee agrees that he and his Unit Manager shall attend the initial training session held four (4) to eight (8) weeks prior to the Unit's  projected  opening date. Pretzel Time will not charge for the initial training of the Franchisee or if a corporation or partnership,  the Principal Owners of the Franchisee and the Unit  Manager.  All  incidental  expenses  relative  to the  required  training, including  travel  expenses,  hotel/motel  expenses,  and  meals  shall  be  the responsibility  of  the  Franchisee  while  attending  training.  Prior  to  the commencement  of the  operation  of the Unit,  the  manager  of the Unit  (Unit Manager) and the  Franchisee or if a corporation or  partnership,  one Owner of the Franchisee as identified in Exhibit B, who will be personally overseeing the Unit shall attend and  successfully  complete the Pretzel Time initial  training program to the satisfaction of Pretzel Time.

         The  Franchisee  and his  Unit  Manager  must  satisfactorily  complete Pretzel  Time's  training as  determined  by Pretzel  Time, in its sole opinion, before  Franchisee is allowed to operate the Franchise.  If Pretzel Time, in its sole discretion, determines that Franchisee is unable to satisfactorily complete the  training  program,  Pretzel  Time  shall have the right to  terminate  this Agreement and no franchise fees shall be refunded.  The initial training program shall cover material aspects of the operation of a Pretzel Time Unit,  including financial   controls,   employee  relations,   food  preparation,   service  and operational techniques,  sampling, recipes and cooking procedures, marketing and public  relations,  cleanliness and maintenance  procedures,  and maintenance of Pretzel  Time  System  standards.  Franchisee  shall  receive  one  copy  of the Operations Manual, which cannot be reproduced, in whole or in part. In the event that  the  Franchisee's  copy  is  lost  destroyed  or  significantly   damaged, Franchisee  shall be  obligated  to obtain from Pretzel  Time,  at  Franchisee's expense a replacement copy of the Operations Manual.

         10.B.    EMPLOYEE TRAINING.

         Pretzel  Time may  provide  to  Franchisee,  at  Franchisee's  request, guidance in the selection of a Unit Manager and may provide periodic evaluations of  Franchisee's  Unit,  Managers  and  employees,  but  without  any  liability therefore to Pretzel Time. Franchisee shall hire all employees of the franchise, be exclusively  responsible for the terms of their employment and  compensation, and  implement a training  program for  employees of the  franchise.  Franchisee agrees  to  maintain  a staff  of  trained  employees  to  operate  the  Unit in compliance with Pretzel Time's standards.

         In the event the Unit Manager ceases to hold such full-time position at the  Unit,  Franchisee  shall  have  thirty  (30)  days in  which to  appoint  a substitute  or  replacement  Unit  Manager,  who must  attend  and  successfully complete,  to  Pretzel  Time's  satisfaction  the  initial  training  program as specified  above within sixty (60) days after  employment  as Unit  Manager.  If Pretzel  Time in its sole  discretion  determines  that the Unit  Manager or any subsequently  appointed Unit Manager has failed to  satisfactorily  complete the initial  training  program or any  additional  or  refresher  training  program, Franchisee  agrees to  immediately  hire a substitute  Unit Manager and promptly arrange  for such  person  to  complete  the  initial  training  program  to the satisfaction  of Pretzel Time.  Franchisee  agrees to notify Pretzel Time of any new  Unit  Managers  for the  Unit  within  seven  (7)  business  days of  their employment.  In the event  Franchisee  operates more than one (1) Unit, at least one (1)  trained and  competent  Unit  Manager  referred to above shall act as a full-time manager in each Territory. Franchisee shall keep Pretzel Time informed at all times of the identity of any Unit Manager(s) of the Unit.

         All Unit  Managers  of the Unit must  have  successfully  completed  an initial training program as specified by Pretzel Time at the sole expense of the Franchisee, including, but not limited to, salary and incidental travel expenses attendant to any training provided by Pretzel Time. Franchisee and Unit Managers who  successfully  complete  training will receive a Training  Certificate  from Pretzel Time.  Pretzel Time shall make training  available to Franchisee's  Unit Manager during Pretzel Time's regularly  scheduled training course. In no event, will  Pretzel Time be under any  obligation  to provide  individual  training to Franchisee's  Unit  Managers.  Franchisee  agrees that each Unit  Manager  shall participate at Franchisee's  expense in Pretzel Time's initial  training program and all other mandatory  training  programs which may subsequently be offered by Pretzel Time.

         10.C.  ON-SITE TRAINING.

         Additionally,   Pretzel   Time  will   provide   on-site   training  at Franchisee's  business  location for a period of five (5) days,  generally to be commenced  immediately  prior to  Franchisee's  day of opening and continued the first three (3) days of operation.  Franchisee  herein agrees to notify  Pretzel Time,  in writing,  of his opening  date  twenty (20) days prior  thereto.  This training  will include all  functions  required for the proper  operation of the franchise.

         Should Franchisee  request  additional  assistance from Pretzel Time in order to facilitate  the opening of the  Franchise,  and should Pretzel Time, in its discretion,  deem it necessary,  feasible and appropriate to comply with the request or should Pretzel Time determine that  additional  training is required, Franchisee  shall  reimburse  Pretzel Time at Pretzel  Time's then current daily training  service fee, for the expense of Pretzel Time providing such additional assistance and for its training  related  expenses,  which may include,  travel, room and board.

         10.D.    COMPANY GROWTH.

         Throughout  the  term of  this  Agreement,  Pretzel  Time  may  provide Franchisee  with  information  on company  growth and  operations as well as new





techniques developed to reduce costs and/or enhance sales or profits.

         10.E.    RETRAINING PROGRAMS.

         Pretzel  Time shall  provide  re-training  programs  at a  location  of Pretzel Time's choice from time to time for  experienced  franchisees  and their managers and/or employees.  Pretzel Time may charge fees for refresher  training courses  for  previously  trained  and  experienced  managers.  Fees for special programs will be based upon Pretzel Time's actual costs and attendance  shall be required. Attendance at retraining programs or seminars shall be at Franchisee's sole expense,  provided,  however,  that attendance will not be required at more than two (2) such  programs  in any  calendar  year and shall  not  collectively exceed ten (10) business days in duration during any calendar year.

         10.F.    OTHER GUIDANCE.

         Pretzel  Time may  advise  Franchisee  from  time to time of  operating problems of the Unit which come to Pretzel Time's attention and, at Franchisee's request but without any liability  therefore to Pretzel Time, Pretzel Time shall furnish to Franchisee guidance in connection with:                             (i)  Methods,  standards,   specifications  and  operating  procedures                utilized by Pretzel Time Units;

          (ii) Purchasing  required  fixtures,  furnishings,  equipment,  signs,                Products, materials and supplies;

          (iii) Advertising and Promotional programs;

          (iv) Employee training; and

          (v)  Administrative, bookkeeping, accounting and general operating and                management procedures.

Such guidance shall, in Pretzel Time's  discretion,  be furnished in the form of Pretzel  Time's  Operations  Manual,  bulletins  and  other  written  materials, electronic computer messages,  telephone  conversations  and/or consultations at Pretzel Time's offices or at the Unit. Pretzel Time will make no separate charge to  Franchisee  for  such  operating  assistance  as  Pretzel  Time  customarily provides.  From time to time, Pretzel Time may make special assistance  programs available to  Franchisee,  however,  Franchisee  will be required to pay the per diem fees and charges that Pretzel Time  establishes  from time to time for such special assistance programs.

11.      ADVERTISING AND OTHER PROMOTIONS.

         11.A.    PROVIDING OF ADVERTISING MATERIALS.

         Franchisee  and Pretzel Time agree and  recognize  the value of uniform advertising to the goodwill and public image of Pretzel Time Units. Pretzel Time has  instituted  and  maintains and  administers  an  advertising  fund for such advertising  or  public  relations   programs  as  Pretzel  Time,  in  its  sole discretion,  may deem  necessary  or  appropriate  to  advertise  or promote the Pretzel Time System,  nationally or regionally.  Pretzel Time will  periodically provide Franchisee with programs,  promotional  concepts,  and other information designed to enhance the operation of the  Franchise.  In addition,  Pretzel Time may  provide  optional  special  promotions  from time to time  which will be at Franchisee's cost, which may be mandatory. At its initial opening, Pretzel Time, at  Franchisee's  expense,  shall  designate  and supply an initial  quantity of forms,  literature,   display,  and  promotional  materials.  Pretzel  Time,  in consideration of the Advertising Fund Fee, shall periodically provide Franchisee with  camera  ready  advertising  materials.   Multiple  copies  of  advertising materials will be furnished to Franchisee for an additional  fee,  including any related shipping, handling and storage charges.

         11.B.    CONTROL OF ADVERTISING PROGRAMS AND CONCEPTS.

         Pretzel Time shall direct all such programs,  with sole discretion over the creative concepts, materials,  endorsements, and media used therein, and the placement  and  allocation  thereof.   The  manner,   media  and  cost  of  such advertising,  public  relations  and  promotional  mailings  shall be solely and completely  within the  discretion of Pretzel Time.  Pretzel Time shall have the right to determine, in its sole discretion,  the target and market areas for the development  and  implementation  of such  programs.  Pretzel  Time may  expend, disburse and use funds from the Advertising  Fund, in its sole  discretion,  for the following purposes:

                  (1) The  creation  and  development  of nonlocal  advertising,          promotional campaigns,  and public relations to promote and enhance the          value of the Service  Marks and the  business  of all the Pretzel  Time          retail establishments;

                  (2) Payments to Pretzel Time of such reasonable sums as may be          necessary  for actual  costs of  advertising  production,  direct  mail          purchases, and other media marketing tools;

                  (3) Payment of salaries and  benefits  for staff  personnel in          the  marketing  and  public  relations  department  as  well  as  other          administrative  costs and overhead expenses of the department  incurred          by Pretzel Time;

                  (4) The  costs of  employing  advertising,  marketing,  public          relations and promotion  agencies to assist in preparing and conducting          media programs and activities and supporting public  relations,  market





         research and other advertising, promotion and marketing activities;

                  (5) Market  research  expenditures  related to the development          and evaluation of the effectiveness of advertising and sales promotion;          and

                  (6)  Costs  of  organizing   and  providing   facilities   for          international, national, or regional franchisee conferences.

         Franchisee  understands and  acknowledges  that the Advertising Fund is intended to maximize  recognition  of the Marks and  patronage  of Pretzel  Time Units.  Although  Pretzel Time will endeavor to utilize the Advertising  Fund to develop   advertising  and  marketing   materials  and  programs  and  to  place advertising that will benefit all Pretzel Time Units, Pretzel Time undertakes no obligation to ensure that  expenditures by the Advertising  Fund in or affecting any geographic area are  proportionate or equivalent to the contributions to the Advertising Fund by Pretzel Time Units operating in that geographic area or that any  Pretzel  Time  Units  will  benefit   directly  or  in  proportion  to  its contribution  to the  Advertising  Fund from the  development of advertising and marketing materials or the placement of Advertising.

         11.C.    SEGREGATION OF ADVERTISING FUND.

         Pretzel  Time  herein   agrees  to   administratively   segregate   the Advertising  Fund on its books and  records.  Fees paid by  Franchisee  into the advertising  fund  shall  not  under any  circumstance  be used for the  general operating  expenses of Pretzel Time but shall and will be used  exclusively  for advertising  as outlined  herein.  Pretzel  Time may spend in any fiscal year an amount greater or less than the aggregate  contributions  of the  franchisees to the fund in that  year and  Pretzel  Time  may  make  loans to the fund  bearing reasonable  interest  to cover  any  deficits  of the fund and cause the fund to invest any surplus for future use by the fund. It is anticipated,  and it is the intent of Pretzel Time that all  contributions to the Fund shall be expended for advertising  and  promotional  purposes during Pretzel Time's fiscal year within which  contributions  are made.  Any monies not  expended  in the fiscal year in which they were  contributed  shall be applied and used for Fund expenses in the following year.

                   11.D. SUSPENSION OF ADVERTISING FUND FEES.

         Pretzel  Time  reserves  the right to  suspend  contributions/fees  and operations of the  Advertising  Fund for one or more  periods,  and the right to terminate the  Advertising  Fund, upon thirty (30) days' prior written notice to Franchisee.  All unspent monies on the date of termination  shall be distributed to Pretzel Time's  franchisees and Pretzel Time, its Affiliates and designees in proportion to their  respective  contributions  to the Advertising Fund upon the same terms and  conditions set forth herein upon thirty (30) days' prior written notice Franchisee.

         11.E.    FRANCHISEE'S REQUIRED ADVERTISING EXPENDITURES.

         In addition to any contributions by Franchisee to the Advertising Fund, Franchisee is required to spend on marketing and related programs such amount as is  required  pursuant  to the terms and  conditions  of  Franchisee's  lease or sublease.  Franchisee  acknowledges  such amounts will vary from lease to lease, and therefore, all Pretzel Time Unit franchisees will not be obligated to expend the same amount on local advertising and marketing of the Unit.

         11.F.    USE OF TRADEMARK REFERENCES AND APPROVAL                   OF FRANCHISEE'S MARKETING.

         Franchisee further agrees that all advertising, promotion and marketing by Franchisee shall be completely clear and factual and not misleading and shall conform to the highest  standards of ethical  marketing and  promotion  policies which may be prescribed from time to time by Pretzel Time.  Franchisee agrees to use the  registration  symbol of R within a circle (7 ) in connection with its use of the Marks.  Franchisee  agrees to refrain  from any business or marketing practice  which may be  injurious  to the  business of Pretzel Time and the good will associated with the Marks and other Pretzel Time Units.  Prior to their use by  Franchisee,  all  press  releases,  literature,  and  samples  of all  local advertising, marketing, point-of-purchase, and related materials not prepared or previously  approved  by Pretzel  Time shall be  submitted  to Pretzel  Time for approval,  which shall not be unreasonably  withheld.  If written disapproval is not received within twenty (20) days from the date of receipt by Pretzel Time of such  materials,  Pretzel Time shall be deemed to have  approved the  materials. Franchisee  agrees not to use  promotional or advertising  materials  which have been  disapproved  by Pretzel Time or that have not been approved for use within the preceding twelve months.

         In  addition,  any  pamphlets,  brochures,  cards or other  promotional materials  offering  free Products may only be used if prepared by Pretzel Time, unless  otherwise  approved  in  advance by Pretzel  Time.  Notwithstanding  the foregoing, Pretzel Time will give favorable consideration to Franchisee's use of free product cards developed by Franchisee, if the cards clearly state that they may only be  redeemed  at Pretzel  Time Units  owned by  Franchisee.  Franchisee agrees to list and advertise the Franchise in the regular white pages  telephone directories distributed within Franchisee's metropolitan area.

         Franchisee  agrees to distribute and display at Franchisee's  location, literature,  display and promotional  materials  including  special  promotional materials  as  Pretzel  Time may from  time to time make  available.  Franchisee agrees that only those advertising,  promotional  materials,  or items which are authorized  by  Pretzel  Time in  writing  prior to use  shall be used,  sold or





distributed,  and no  alternate  display or use of the Pretzel Time Service Mark shall be made without the prior written permission of Pretzel Time.  Replacement or updated literature, display,  point-of-purchase and promotional materials may be obtained from Pretzel Time for a fee including shipping.

12.      ADHERENCE TO UNIFORM STANDARDS.

         12.A.    STANDARDS AND OPERATIONS MANUAL.

         Franchisee  acknowledges  and agrees that the  operation of the Pretzel Time Unit in accordance with the specifications, standards, operating procedures and rules Pretzel Time prescribes for the operation of Pretzel Time Units is the essence of this Agreement and is essential to preserve the goodwill of the Marks and all  Pretzel  Time  Units.  Franchisee  agrees to operate his Unit in strict compliance and adhere to Pretzel Time's Unit design,  signage,  interior  decor, equipment and  inventory  requirements  and rules and  standards and  procedures (hereinafter  referred to as Standards) set forth in any Operations  Manual or Training  Manual,  as periodically  modified and supplemented by Pretzel Time in its  discretion  during the term of this  Agreement  (Operations  Manual)  and acknowledges that the same are reasonable,  necessary and essential to the image and success of each Unit and the  Pretzel  Time System and agrees to comply with all such  requirements  and  procedures.  The  Operations  Manual shall  contain mandatory and suggested specifications,  standards and operating procedures that Pretzel Time prescribes from time to time for Pretzel Time Units and information relating to Franchisee's other obligations under this Agreement.  The Operations Manual  sets forth  Standards  regulating  and  relating  to  certain  important obligations  on  the  part  of  franchisees   and  sanctions  in  the  event  of noncompliance  with such  obligations.  Pretzel Time may regulate,  designate or approve any one or more of the following with respect to the Pretzel Time Unit:

         (1) Design, layout, decor, appearance and lighting;  periodic and daily          maintenance,  cleaning  and  sanitation;  replacement  of  obsolete  or          worn-out  fixtures,  furnishings,  equipment and signs; use of interior          and exterior signs,  emblems,  lettering and logos and the illumination          thereof;

         (2) Types,  models,  brands,  maintenance  and  replacement of required          equipment, fixtures, furnishings and signs;

         (3) Approved,  disapproved and required  Products and other items to be offered for sale;

         (4) Designated and approved  suppliers  (including  Pretzel Time and/or          its Affiliates) of equipment, fixtures,  furnishings,  signs, Products,          materials and supplies;

         (5)      Use and operation of an approved point of sale register;

         (6) Payment of vendors;  terms and  conditions  of sale and delivery of          and payment for  Products,  materials,  supplies and  services  sold by          Pretzel Time, its Affiliates or unaffiliated suppliers;

         (7) Marketing,  advertising  and  promotional  activities and materials required or authorized for use;

          (8)  Use of the Marks;

          (9)  Qualifications,  training,  dress,  appearance  and  staffing  of                employees;

          (10) Minimum hours of operation;

          (11) Participation  in market  research  and  testing  and Product and                service development programs prescribed by Pretzel Time;

          (12) Management  by Unit  Managers  who  have  successfully  completed                Pretzel Time's initial training program; communication to Pretzel                Time of the  identities  of such Unit  Managers;  replacement  of                managers whom Pretzel Time determines to be unqualified to manage                the  Pretzel  Time  Unit;  and  other  matters  relating  to  the                management of the Pretzel Time Unit and its management personnel;

          (13) Use of a designated  computer  hardware  and software  system and                equipment  with  telecommunications  capability,   including  the                procedures for providing sales information of the Unit to Pretzel                Time;

          (14) Bookkeeping,  accounting,  data  processing  and  record  keeping                systems and forms,  methods,  formats,  content and  frequency of                reports to Pretzel Time of sales, revenues, financial performance                and  condition;  operational  information;  tax returns and other                operating   and   financial   information,    including   without                limitation, audited yearly financial statements;

          (15) Types,  amounts,  terms and conditions and approved  underwriters                and          brokers of public, product, business interruption, crime loss, fire and          other  required  insurance  coverage;  Pretzel Time's rights under such          policies as an  additional  named  insured;  required or  impermissible          insurance contract  provisions;  assignment of policy rights to Pretzel          Time; Pretzel Time's right to obtain insurance coverage for the Unit at          Franchisee's  expense if Franchisee fails to obtain required  coverage;          Pretzel Time's right to defend claims;  and similar matters relating to





         insured and uninsured claims;

          (16) Compliance with applicable laws;  obtaining required licenses and                permits;  adherence to good business  practices;  observing  high                standards  of  honesty,   integrity,  fair  dealing  and  ethical                business  conduct in all dealings with  customers,  suppliers and                Pretzel   Time  and  its   Affiliates   and/or   designees;   and                notification  of Pretzel  Time in the event any  action,  suit or                proceeding  is commenced  against  Franchisee  or relating to the                Unit; and

          (17) Regulation of such other elements and aspects of the  appearance,                operation  of and conduct of business  by,  Pretzel Time Units as                Pretzel  Time   determines   from  time  to  time,  in  its  sole                discretion,  to be required to preserve or enhance the  efficient                operation, image or goodwill of Pretzel Time Units and the Marks.

         12.B.    CONFIDENTIALITY OF OPERATIONS MANUAL.

         Pretzel Time will make  available to Franchisee  during the term of the Franchise (1) copy of the Operations  Manual by loaning a copy of the Operations Manual to Franchisee. Franchisee acknowledges and agrees that all manuals loaned to Franchisee contain  confidential and proprietary  material and information of Pretzel  Time  provided  to  Franchisee  is to be  used  by  Franchisee  only in connection  with the  operation of the  franchised  Unit and other  Pretzel Time Units. The Operations Manual contains trade secrets and confidential information and will  remain the  property  of Pretzel  Time and shall be  returned to it on termination of this Agreement.  Franchisee  covenants not to reveal the contents of the Operations  Manual to  unauthorized  persons.  Franchisee may not, at any time,  copy the Operations  Manual,  in whole or in part,  either  physically or electronically. In the event Franchisee's copy of the Operations Manual is lost, destroyed or significantly damaged, Franchisee shall be obligated to obtain from Pretzel Time, at Pretzel Time's then applicable  charge,  a replacement  copy of the Operations Manual.

         12.C.    INCORPORATION OF OPERATIONS MANUAL INTO AGREEMENT.

         The  Operations  Manual's  specifications,   standards,  and  operating procedures  communicated to Franchisee in writing shall be deemed a part of this Agreement and are  incorporated  herein by  reference.  Such  Operations  Manual provisions and all reasonable  modifications shall be binding upon Franchisee to the same extent as if set forth verbatim in this Franchise  Agreement,  and such provisions  may be  changed  from  time to time by  Pretzel  Time,  in its  sole discretion,  provided that changes are  reasonably  designed to enhance  Pretzel Time's  Products,  the Pretzel  Time  System,  or  franchise  operation  and are uniformly  applied  with  respect  to all  franchisees.  Any  administrative  or financial  Section set forth in the  Operations  Manual shall be in addition to, and not in derogation or limitation  of, any right or remedy  granted to Pretzel Time  under  the  Franchise  Agreement,  the  Operations  Manual,  or any  other document,  or  otherwise  available  to  Pretzel  Time,  at  law  or in  equity, including,  without limitation,  the right to terminate a franchise in the event of certain defaults or delinquencies.

         12.D.    MODIFICATIONS/UPDATES OF OPERATIONS MANUAL.

          Franchisee  understands  and agrees  that the  Pretzel  Time System is constantly  being  modified  and  improved,  and  that  such  modifications  and improvements  require  changes  from time to time in the  system of  operations. Franchisee  further  agrees  to  accept  and  comply  with  such  modifications, revisions,  and additions to the Pretzel Time System and Operations Manual which Pretzel Time in the good faith exercise of its judgment believes to be desirable and reasonably necessary in the time period indicated by Pretzel Time.

         Franchisee  agrees  that  Standards  may be  periodically  modified  by Pretzel  Time and that such  modifications  may  obligate  Franchisee  to invest additional capital in the Unit and/or incur higher operating costs. Pretzel Time will not obligate  Franchisee to invest  additional  capital at a time when such investment cannot in Pretzel Time's reasonable  judgment be amortized during the remaining term of this  Agreement.  Franchisee  hereby agrees that standards and specifications  prescribed  from  time  to  time in the  Operations  Manual,  or otherwise  communicated  to  Franchisee  in  writing  or  electronically,  shall constitute provisions of this Agreement as if fully set forth herein.

13.      UNIT IMAGE AND OPERATION.

         13.A.    CONDITION AND APPEARANCE OF UNIT.

         Franchisee agrees that:

                  (1) neither the Unit nor the Site will be used for any purpose          other than the operation of a Pretzel Time Unit in full compliance with          this Agreement or other agreements with Pretzel Time; and

                  (2)  Franchisee  will maintain the condition and appearance of          the Unit, its equipment, furnishings, fixtures, and signs in accordance          with the  specifications  and standards of Pretzel Time and  consistent          with  the  image  of a  Pretzel  Time  Unit  as a  first-class,  clean,          sanitary,  attractive and efficiently  operated food service  business;          and

                  (3)  Franchisee  will  perform  such  maintenance  (including,          without limitation,  maintenance  procedures and routines which Pretzel          Time  prescribes  from  time  to  time)  with  respect  to  the  decor,





         equipment, fixtures,  furnishings,  vehicles, and signs of the Unit and          the Site,  as may be required or directed by Pretzel  Time from time to          time to maintain such condition,  appearance,  and efficient operation,          including, without limitation:

          (a)  continuous  and thorough  cleaning and sanitation of the interior                and exterior of the Unit;

          (b)  thorough repainting and redecorating of the interior and exterior                of the Unit and/or the Site at reasonable intervals;

          (c)  interior and exterior repair of the Unit and/or Site; and

          (d)  repair or replacement of damaged, worn out or obsolete                   furnishings,  equipment,  fixtures  and signs,  provided  that                   Pretzel  Time  will not  require  Franchisee  to  replace  any                   obsolete equipment unless Pretzel Time has initiated a program                   to  replace  such  equipment  as it becomes  necessary  in its                   company-owned Pretzel Time Units; and

                  (4) Franchisee  will not make any material  alterations to the          Site or to the appearance of the Unit as originally developed,  without          prior approval in writing by Pretzel Time; and

                  (5) Upon notice from Pretzel  Time,  Franchisee  shall remodel          and conform  Franchisee's  building design, Trade Dress, color schemes,          and  presentation  of Marks to Pretzel Time's then current public image          within a  reasonable  amount of time,  which  shall not  exceed six (6)          months.  Such a remodeling may include extensive  structural changes to          the Unit  fixtures and  improvements  as well as such other  changes as          Pretzel Time may direct and Franchisee  shall  undertake such a program          promptly upon notice from Pretzel Time;  provided the remodeling  shall          not be  required  until  such time as  Pretzel  Time has  commenced  or          completed a similar  program in at least fifty  percent  (50%) of those          Pretzel Time Units owned and operated by Pretzel Time. This requirement          shall not apply in the  event  notice  from  Pretzel  Time is  received          during the last year of the term hereof or the term of any agreement by          virtue of which Franchisee occupies the Unit.

         In addition to Pretzel Time's rights to terminate this Agreement as set forth herein,  if Franchisee  does not maintain the condition and  appearance of the Unit as herein  required,  Pretzel  Time,  may,  upon not less than ten (10) days'  written  notice  (or, in cases of health or  sanitation  hazards or other public endangerment, immediately on oral or written notice) to Franchisee:

          (i)  arrange  for  the  necessary  cleaning  or  sanitation,   repair,                remodeling, upgrading, painting or decorating; or

          (ii) replace the necessary fixtures, furnishings, equipment, signs.

         If Franchisee  fails or refuses to initiate  within ten (10) days after receipt  of  a  notice  that  the  general  state  of  repair,  appearance,  and cleanliness of your store does not meet Pretzel Time's standards, and thereafter continue in good faith and with due  diligence a bona fide  program to undertake and complete required  maintenance or refurbishing,  Pretzel Time has the right, but is not  obligated,  to enter upon the  premises  of the Unit and effect such maintenance and  refurbishing on Franchisee's  behalf,  and Franchisee shall pay the entire cost thereof to Pretzel Time on demand.

         13.B.  UNIT MENU.

         Franchisee  agrees that the Unit shall offer for sale all  Products and no other  products,  which Pretzel Time, in its sole  discretion,  may authorize and/or require from time to time for the Unit.  Franchisee  agrees that the Unit shall not offer for sale or sell any  Products  or  services at or from the Unit which have not been  approved in writing by Pretzel Time or use the Site or Unit for any purpose  other than the  operation  of a Pretzel  Time Unit.  Franchisee agrees that the Unit shall not sell any  Products at, from or away from the Site until Pretzel Time, in its sole discretion,  has approved the same, provided the foregoing  shall not limit  Franchisee  to sample in front of the lease  line as limited in  Franchisee's  lease.  Pretzel Time  reserves the right to change the types of  authorized  Products and require  Franchisee to offer to sell and sell the  new,  modified  or  substituted  Products.  Pretzel  Time may  develop  new Products,  methods  of  operations,  and  standards  and may  provide  you  with information about developments.  Franchisee also acknowledges and agrees that if Pretzel Time requires the Unit to use new or  substitute  products not currently offered at Pretzel  Time  Units,  Franchisee  agrees to offer such  Products  in compliance  with  Pretzel  Time's   specifications,   standards  and  procedures prescribed in the  Operations  Manuals or otherwise in writing and to diligently pursue  obtaining  any  permits  and  take  such  actions  (including,   without limitation,  constructing  improvements  and  acquiring  fixtures,  furnishings, equipment,  supplies, and materials) required to offer such Products. Franchisee acknowledges  and  understands  that such  modifications  to the  Products to be offered  by the Unit  may  require  Franchisee  to incur  additional  costs  and expenses to operate the Unit, including, without limitation, the purchase and/or lease of additional or substitute furnishings,  furniture, fixtures or equipment and Franchisee agrees to incur such expenses in connection therewith.

         13.C.    ADHERENCE TO APPROVED ITEMS.





         The  reputation  and goodwill of all Pretzel Time Units are based upon, and can only be maintained by, the sale of  distinctive,  high-quality  Products and the  presentation,  packaging  and service of Products in an  efficient  and appealing  manner.  Pretzel  Time has  developed  and shall  continue to develop certain  proprietary food products which will be prepared by or for Pretzel Time according to Pretzel Time's recipes and formulas. Pretzel Time has developed and shall continue to develop  standards and  specifications  for fresh  hand-rolled pretzels, frozen pretzels,  pretzel toppings,  beverages and other healthy snack food  products,   materials  and  supplies   incorporated  in  or  used  in  the preparation, baking, or serving of Products authorized by Pretzel Time. The need for quality and quantity control in the Products offered for sale at the Unit is acknowledged  by  Franchisee.  All  Products  offered by  Franchisee  must be of uniform  quality and quantity  and offered for sale to the public in  accordance with Pretzel Time's  specifications  as set forth in Pretzel  Time's  Operations Manual and as may be amended from time to time.

         Pretzel  Time has  approved  and shall  review and  continue to approve suppliers and  distributors  of the  foregoing  Products,  supplies,  materials, equipment,  fixtures  and  machines  that  meet  Pretzel  Time's  standards  and requirements  including,  without  limitation,  quality,  quantity and portions, prices,  output requirements,  distribution methods and locations,  standards of service, financial capability,  customer service and other criteria.  Franchisee agrees that minimum standards for items of inventory,  Products,  machines,  and equipment  may  be  recognized  by  brand  name  rather  than  by  technical  or engineering description.

         Franchisee  agrees  that  it  will  use  all  equipment  and  Products, including, without limitation, food products,  smallwares,  equipment, and paper products as designated by Pretzel Time and shall purchase Pretzel Time's private label  food  products,   materials,  supplies  and  proprietary  food  products, ingredients,  spices, sauces, mixes,  beverages,  materials and supplies used in the  preparation of Products  developed by or for Pretzel Time or its Affiliates whether or not pursuant to a special recipe or formula or bearing the Marks only from Pretzel  Time,  its  Affiliates  or  non-affiliated  sources  designated by Pretzel Time.  Franchisee  further agrees to purchase only from distributors and suppliers  approved  or  required by Pretzel  Time.  Franchisee  agrees that the approved Products, equipment, smallwares, and inventory used on the premises may alter from time to time as Pretzel Time reasonably deems  necessary.  Franchisee agrees to offer for sale only those  Products  approved  by Pretzel  Time and no others without the prior written approval of Pretzel Time. Franchisee shall not, after receipt in writing of any modification of an approved or required supplier or distributor,  manufacturer  of equipment,  products,  materials,  supplies or other items  reorder any product  from any  supplier or  distributor  that is no longer  approved.  Pretzel Time may approve or require a single  distributor  or supplier  for any  Products,  materials or supplies and may approve or require a distributor or supplier only as to certain products, materials and supplies, and such approval may be temporary pending a further  evaluation of such distributor or supplier by Pretzel Time. Pretzel Time may concentrate  purchases with one or more distributors or suppliers to obtain lower prices and/or advertising support and/or  services for the benefit of Pretzel Time, the Pretzel Time System and/or Pretzel Time Units.

         Pretzel Time will loan to Franchisee a list of approved  brand Products for use during the term of this  Franchise  Agreement  at the  initial  training session.  Franchisee  agrees to not copy the list.  Franchisee will,  during the term of this Agreement and after its  termination  or  expiration,  maintain the list  and its  contents  in  strict  confidence,  and  upon  the  expiration  or termination of this Franchise Agreement,  whichever is earlier, will immediately return it to Pretzel Time.  Pretzel Time shall promptly provide  Franchisee with any  amendments to the  designated  list of inventory of available  Products and supplies to be carried and sold at Franchisee's  location.  Franchisee  shall at all times  maintain an adequate  inventory of approved  Products  sufficient  in quality and variety to realize the full potential of the Unit.

         13.D.    EXCEPTION PROCESS.

         If   Franchisee   proposes  to  purchase   materials  or  supplies  not theretofore  approved by Pretzel Time as meeting its  specifications,  or from a supplier or  distributor  not  previously  approved by Pretzel Time,  Franchisee shall first notify Pretzel Time and request  Pretzel  Time's  approval using the special exception form provided to Franchisee in its Operations  Manual, and pay any reasonable fees that Pretzel Time designates therefor.  Further,  Franchisee agrees to use all forms  specified and developed by Pretzel Time for  requesting any exceptions in products or suppliers.  Pretzel Time may require submission of sufficient information and samples to determine whether such materials, supplies or suppliers meet its specifications as well as financial  information regarding the  supplier.  Pretzel Time will advise  Franchisee  within a  reasonable  time whether such

materials or supplies meet its specifications.  Pretzel Time does not maintain a formal criteria for approving materials,  supplies or suppliers.  All approvals, disapprovals  and  revocations of approval of suppliers will be  communicated to Franchisee,  in writing,  and shall be in the sole  discretion  of Pretzel Time. Franchisee  must  comply  with  the  following  conditions  in  order  to seek a substitution for a Pretzel Time approved Product:

                  (1) Franchisee  shall submit a written request to Pretzel Time





                  for approval of a non-approved supplier or product;

                  (2)  Franchisee  and  supplier  shall  demonstrate  to Pretzel                   Time's  reasonable  satisfaction that it is able to supply the                   commodity  which  meets  Pretzel  Time's   specifications   to                   Franchisee; and

                  (3)  The  supplier   shall   demonstrate   to  Pretzel  Time's                   reasonable  satisfaction that the supplier is of good standing                   in the  business  community  with  respect  to  its  financial                   soundness and the  reliability  of its product and service and                   shall  request  in  writing  to  Pretzel  Time to be  named an                   approved supplier.

         13.E.  PROMOTIONAL ALLOWANCES.

         Franchisee  acknowledges  and agrees that Pretzel Time may, in its sole discretion,  collect  and  retain all  allowances,  benefits,  credits,  monies, payments  or  rebates   (collectively   Promotional   Rebates),   whether  for promotional,  advertising  or other  purposes,  offered to Franchisee or Pretzel Time or its Affiliates by manufacturers,  suppliers and distributors  based upon Franchisee's  purchases of Products or other products and materials.  Franchisee assigns to Pretzel  Time or its designee all of  Franchisee's  right,  title and interest  in and to any and  all  such  Promotional  Allowances  and  authorizes Pretzel  Time or its  designee to collect any such  Promotional  Allowances  for remission to the general operating funds of Pretzel Time.

14.      FRANCHISEE OPERATIONS.

         14.A.    MANAGEMENT.

         Franchisee agrees that he will at all times faithfully,  honestly,  and diligently  perform his obligations  hereunder,  that he will continuously exert his best efforts and shall  continually  train and  supervise  his  personnel to Pretzel Time's  reasonable  standards,  in  furtherance  of the mutual  business interests of both Pretzel Time and Franchisee and that he will not engage in any other business or activity that may conflict with his obligations  hereunder.  A Unit  shall be under  the  direct,  on-premises  supervision  of a  trained  and competent  Franchisee  or a  trained  and  competent  employee  acting as a Unit Manager  at  all  times.  Franchisee  shall  remain  active  in  overseeing  the operations of the Unit  conducted  under the  supervision  of such Unit Manager. Pretzel  Time shall have the right to deal with the Unit  Manager and  assistant managers on matters  pertaining to the  day-to-day  operations of, and reporting requirements  for the Unit.  Franchisee shall be required to notify Pretzel Time within seven (7) business days of changing Unit Managers.  Franchisee shall hire all employees of the Unit and shall be exclusively  responsible for the terms of their  employment and compensation and for the proper training of such employees in the operation of the Unit.

         If the Unit at any time is not being  managed by you or a Unit  Manager who shall have satisfactorily completed Pretzel Time's training program, Pretzel Time is  authorized,  but is not  required to  immediately  appoint a Manager to maintain  the  operations  of the Unit for you.  Pretzel  Time has the  right to change a reasonable fee for such management  services,  not to exceed our costs, and to cease to provide such  management  services at any time.  Pretzel  Time's right to manage a Unit and obtain  reimbursement  for costs also  applies in the event of your death or disability.

         14.B.  SUFFICIENT WORKING CAPITAL.

         Franchisee shall maintain an adequate sales force to serve properly all customers,  and shall  carry at all times a stock of  merchandise  of such size, character,  quality and price to produce the maximum return to Franchisee and so as to produce all of the gross  revenue  which may be produced by such manner of operation.

         14.C.  FILING OF OPERATIONS AND SALES REPORTS.

         Franchisee's  net revenues and operational  analysis are to be reported on or before Tuesday at 12:00 P.M.  Eastern  Standard Time (or Eastern  Daylight Savings  Time) or any other  time  reasonably  designated  by Pretzel  Time,  to Pretzel Time on forms  designated by Pretzel Time for the immediately  preceding week.  If the gross sales report is not submitted as herein  specified,  Pretzel Time may, at its option,  charge a late fee of $50.00 to Franchisee.  There will only be one late fee for each late report.

         14.D.    EMPLOYEE DRESS AND CUSTOMER SERVICE.

         The  presentation  of an uniform  image is  essential  to a  successful franchise  system.  Franchisee  shall cause all  employees of  Franchisee  while working  at the  franchise  location  to dress  appropriately  (in the  specific uniform  approved and  designated  by Pretzel  Time) in keeping with the Pretzel Time image,  as Pretzel Time may designate  from time to time, to present a neat and clean  appearance  and to render  confident  and  courteous  service  to the Franchise's customers.

         14.E.  COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES.

         Franchisee  shall secure and maintain in force in his name all required licenses,  permits,  and  certificates  relating to the conduct of his  business pursuant to this  Agreement.  Franchisee  will  conduct the  Franchise in strict compliance  with  all  applicable  laws,  ordinances,   regulations,  and  other requirements  of any federal,  state,  county,  municipal  or other  government, including,   without  limitation,  those  laws  and  regulations  pertaining  to preparation,  purchase  and  handling of food  products,  occupational  hazards,





health,  safety and sanitation,  worker's compensation  insurance,  unemployment insurance,  and  withholding  and payment of all taxes.  While  Pretzel Time may advise  Franchisee  as  a  courtesy  on  any  applicable  laws,  ordinances,  or regulations,  Pretzel Time  undertakes  no duty to do so and  Franchisee  hereby acknowledges  it is Franchisee's  sole duty to inquire  regarding and concerning all laws,  ordinances,  and  regulations  affecting  the Unit,  its  operations, employees and Franchisee.

         Franchisee shall in all dealings with its customers, suppliers, Pretzel Time, and public officials adhere to high standards of honesty,  integrity, fair dealing and ethical conduct.  Franchisee  agrees to refrain from any business or advertising  practice which may be injurious to the business of Pretzel Time and the goodwill associated with the Marks and other Pretzel Time Units.

         Franchisee  shall notify  Pretzel  Time within three (3) business  days after the commencement of any action, suit, proceeding or issuance of any order, writ, injunction, award or court decree which may adversely affect the operation or financial  condition of Franchisee or the unit or immediately  notify Pretzel Time of any notice of health or sanitation violation.

         14.F.    PAYMENT OF TAXES.

         Franchisee  shall be  solely  responsible  for  payment  of all  taxes, including, but not limited to, real estate, sales, payroll,  franchise,  income, personal  property,  and gross  receipts taxes which are assessed as a result of Franchisee's operation of the Franchise.

         14.G.    SALE OF PRODUCT.

         Franchisee agrees not to sell or offer to sell any materials, supplies, or  inventory  used in the  preparation  of any of the  Products  other  than to Pretzel  Time and that he shall  not  sell,  dispense,  give  away or  otherwise provide without Pretzel Time's prior written consent any product except by means of retail sales in the  franchise  location.  Franchisee  may only sell finished Products  and may not sell any Products to any person or entity  purchasing  the Products for resale.  Notwithstanding  the foregoing,  Franchisee may offer free samples of  Products  at or  directly  in front of the Unit to retail  customers only.

         14.H.    COOPERATION.

         Franchisee  agrees that he shall  cooperate with Pretzel Time in taking any action, or refraining from any action, which in the judgment of Pretzel Time is  necessary or desirable to promote and enhance the quality of the products of the Franchise location, the service provided by the Franchisee,  or the image of the Franchise in the community.

         14.I.    INSURANCE.

         Franchisee shall maintain at Franchisee's expense, in form, amounts and with insurers  satisfactory  to Pretzel Time,  which  insurers must have an A.M. Best  Company  rating of A- or better and naming  Pretzel  Time an  additional insured,  insurance  against all types of public  liability with personal injury coverage and property damage coverage. In addition to coverage as aforesaid such insurance  shall  include  coverages as set forth in the  Operations  Manual and shall contain a provision  obligating  all insurers to provide a written  notice Pretzel Time of any  cancellation  or  modification  of coverage at least thirty (30) days prior to the effective date of such modification or cancellation.

         The insurance afforded by the policy or policies  respecting  liability shall  not be  limited  in any  way by  reason  of any  insurance  which  may be maintained  by  Pretzel  Time.  Within  sixty  (60) days of the  signing of this Agreement,  but in no event later than the date on which Franchisee  acquires an interest in the real  property  (by lease or  purchase) on which it will develop and operate the Franchise,  a Certificate of Insurance  showing  compliance with the foregoing  requirements shall be furnished by Franchisee to Pretzel Time for approval.  Such certificate shall state that said policy or policies will not be canceled or altered  without at least thirty (30) days prior  written  notice to Pretzel Time and shall reflect proof of payment of premiums. Maintenance of such insurance  and the  performance  by  Franchisee  of the  obligations  under this Section shall not relieve Franchisee of liability under the indemnity  provision set forth in this  Agreement.  Minimum  limits as required above may be modified from time to time, as conditions require by written notice to Franchisee.

         Should  Franchisee not procure and maintain such insurance  coverage as required  by Pretzel  Time,  Pretzel  Time  shall have the right and  authority, without any obligation to do so, immediately procure such insurance coverage and to charge same to Franchisee,  which charges  together with a reasonable fee for expenses incurred by Pretzel Time in connection with such procurement,  shall be payable by Franchisee immediately upon notice.

         Franchisee  shall fully  cooperate  with Pretzel Time in its efforts to obtain  such  insurance  policies,  promptly  execute  all forms or  instruments required to obtain or maintain such insurance policies, allow inspections of the Unit or vehicles  which are  required to obtain and maintain  insurance  and pay Pretzel Time on demand for any costs or premiums.

         14.J.    SUGGESTED RETAIL PRICES.

         Pretzel  Time  may  from  time to time  advise  or  offer  guidance  to Franchisee  relative to prices for Products  offered for sale by Franchisee that in Pretzel Time's judgment  constitute good business practice.  Franchisee shall not be  obligated  to accept any such advice or guidance and shall have the sole right  to  determine  and to sell  products  at any  price  that it  determines.





Whenever Pretzel Time recommends a retail price, such  recommendations are based on Pretzel  Time's  experience  concerning  all factors that enter into a proper price, but such recommendation is in no manner binding on Franchisee and no such advice or guidance  shall be deemed or construed to impose upon  Franchisee  any obligation  to charge any  fixed,  minimum  or  maximum  prices for any  product offered for sale by the Franchise.  Pretzel Time reserves the right to advertise retail  prices of Pretzel Time  Products,  provided  that such retail prices are qualified as suggested. The parties understand and agree that such advertising shall not be  construed  as  requiring  Franchisee  to adhere to such prices but Franchisee shall have complete freedom to establish retail prices.

15.      ACCOUNTING, REPORTS AND FINANCIAL STATEMENTS.

         15.A.  ESTABLISHMENT OF ACCOUNTING SYSTEM.

         Franchisee  shall  establish at his own expense a complete and accurate bookkeeping,  accounting,  record keeping and data processing system prepared in accordance with generally accepted  accounting  principles and conforming to the requirements and formats that Pretzel Time prescribes from time to time. Pretzel Time shall provide  Franchisee with forms on which to maintain certain sales and operational  data.  Franchisee  shall furnish to Pretzel Time on said forms that Pretzel Time prescribes from time to time:

         (i) On Tuesday of each week,  a report on the Unit's net  revenues  and          sales and operations for the previous week;

         (ii) Every six calendar month period,  a balance sheet and a profit and          loss statement for the Unit for the previous  semi-annual  period and a          year to-date  statement  of  financial  condition as of the end of such          previous period; and

         (iii) Within  thirty (30) days after  Franchisee's  year end, an annual financial report.

The reports  required in Section 15.A. (ii) and (iii) if not audited,  should be signed  by the  Franchisee  or its  financial  officer,  attesting  that (1) the reports are true and accurate,  (2) they are prepared in accordance with GAPP on a basis  consistent  with prior periods,  (3) they fully describe and completely disclose the information sought, and (4) the signer has made diligent efforts to ascertain the truth and completeness of the information.

         15.B.   MAINTENANCE OF RECORDS.

         Franchisee  agrees, at all times, he shall keep and maintain  adequate, accurate,  true, and proper records, books, reports, data, and accounts relative to the  franchise  in the English  language  and in  accordance  with  generally accepted accounting principles, and retain the records for a period of three (3) years  after  the date they  were  prepared,  from  which  there may be  readily determined the  information  required in the operating  reports to be filed with Pretzel Time. Such records include, without limitation, daily cash reports, cash receipts  journal  and general  ledger,  cash  disbursements  journal and weekly payroll register,  monthly bank statements and daily deposit slips and cancelled checks;  tax returns,  supplier  invoices,  dated cash  register  tapes,  weekly inventories, sales reports, financial statements and tax returns.

         Franchisee hereby authorizes  Pretzel Time to utilize the data supplied by  Franchisee  under this  Section  in any  publication,  discovery  statement, Offering  Circular,  or  advertisements  related  to the sale of  Franchises  or related  entities  by Pretzel  Time,  anywhere,  at any time,  without  specific compensation therefor.

16.      AUDITS AND INSPECTIONS.

         16.A.    AUDITS.

         Pretzel  Time or its  designee  shall have the right at any time during business  hours and without prior notice to  Franchisee,  to inspect,  audit and copy or the right to cause to be  inspected,  audited and copied,  the  business records,  bookkeeping and accounting  records,  sales and income tax records and returns and other records of the Franchised Business,  including but not limited to,  daily  cash  reports,  cash  receipts  journal  and  general  ledger,  cash disbursements  journal and weekly payroll register,  monthly bank statements and daily deposit slips and cancelled checks; tax returns,  supplier invoices, dated cash register tapes, weekly inventories, sales reports, financial statements and tax returns and the books and records of any  corporation or  partnership  which holds the Franchise  including the personal financial records and tax returns of the Franchisee during and after the term of the Franchise Agreement.  Franchisee agrees to maintain on the premises  all sales and  operational  information  for four weeks.

         Any such  inspection  or audit will take place at a time which will not interfere with  Franchisee's  normal business.  Franchisee shall fully cooperate with Pretzel Time's representatives and independent accountants hired by Pretzel Time to conduct any such inspection or audit.  If Pretzel Time deems  necessary, Franchisee shall deliver to Pretzel Time or its designated  agents copies of all bookkeeping  records not already in the  possession of Pretzel  Time,  including customer  records,  cash  register  tapes,  sales and  purchase  records and tax records,  to enable Pretzel Time or its representative or designee to adequately audit Franchisee's  gross sales.  Franchisee hereby waives any right to withhold tax records relative to the Franchise as privileged information. Each report and





financial  statement  shall be signed and verified by  Franchisee  in the manner Pretzel Time prescribes.  Pretzel Time reserves the right to require  Franchisee to have audited or reviewed financial statements prepared on an annual basis.

         In the event  that an audit  discloses  that  Franchisee's  actual  net revenues exceed  Franchisee's  reported net revenues by two percent (2%) or more for any thirty day  period,  Franchisee  is  obligated  to pay to Pretzel  Time, within  fifteen (15) days after receipt of the  inspection or audit report,  the royalty of seven percent (7%) and the  Advertising  Fund Fee of one percent (1%) of the amount of such  understatement  plus interest from the date such payments were originally due. The audit will be conducted at the expense of Pretzel Time, provided that if an audit  disclosed an  understatement  of two percent (2%), as described above,  Franchisee will bear the cost of the audit,  including without limitation,  the charges of attorneys  and any  independent  accountants,  their travel   expenses,   room  and  board,   and   compensation  of  Pretzel  Time's representatives  and  independent  accountants.  Providing  that in no case will Franchisee be obligated to pay more than ten thousand dollars ($10,000) for such inspection  or audit  costs.  The  foregoing  remedies  shall be in  addition to Pretzel Time's other remedies and rights under this Agreement or applicable law.

         16.B.    RIGHT OF ENTRY AND INSPECTION.

         To determine  whether  Franchisee  and the Unit are complying with this Agreement and with all Pretzel Time's  standards and operations as prescribed by Pretzel Time,  Pretzel Time or its designated agents shall have the right at any reasonable time and without prior notice to Franchisee to:

         a.  Inspect the Unit;

         b. Observe,  photograph  and video tape the Unit's  operations for such          consecutive or intermittent periods as Pretzel Time deems necessary;

         c. Remove  samples of any  Products,  materials or supplies for testing and analysis;

         d.  Interview personnel of the Unit;

         e.  Interview customers of the Unit; and

         f. Inspect and copy any books,  records and  documents  relating to the          operation  of the Unit.  Franchisee  agrees  to  cooperate  fully  with          Pretzel Time in connection with any such inspections, observations,  photographing,  video  taping,  Product  removal and  interviews. Franchisee  shall present to his customers  such comment or evaluation  forms as Pretzel Time periodically  prescribes and shall  participate  and/or request his customers  to  participate  in any surveys  performed by or on behalf of Pretzel Time. At the conclusion of his inspection,  Pretzel Time's field  representative shall prepare a written report which shall contain all of his  observations  and conclusions.  If the field representative  determines that a condition amounting to a default of this Agreement has occurred or exists,  this conclusion shall be promptly communicated to Franchisee and Pretzel Time.

17.      TRANSFER, ASSIGNMENT AND REPURCHASE.

         17.A.  BY PRETZEL TIME.

         This Agreement is fully transferable by Pretzel Time and shall inure to the benefit of any  assignee,  transferee  or other legal  successor  to Pretzel Time's interest  herein.  If Pretzel Time's assignee will perform any of Pretzel Time's obligations under this Agreement,  then that assignee must be financially capable of performing  those  obligations and the assignee must expressly assume and agree to perform  them.  Franchisee  agrees that Pretzel Time shall have the right,  from time to time, to delegate the  performance of any portion or all of its obligations and duties under this Agreement.

         17.B.  BY FRANCHISEE.

         Franchisee  understands  and  acknowledges  that the  rights and duties created by this Franchise Agreement are personal to Franchisee (or if Franchisee is a  corporation  or  partnership,  to its  Owners) and that  Pretzel  Time has granted the Franchise to Franchisee in reliance upon Pretzel Time's  perceptions of the individual or collective character,  skill, aptitude,  attitude, business ability and  financial  capacity of  Franchisee  (or its  Owners).  Accordingly, Franchisee agrees no Transfer shall be made without Pretzel Time's prior written approval.  Any Transfer  without such approval shall constitute a breach of this Agreement  and shall be void and of no  effect.  Pretzel  Time's  consent to the assignment  shall  neither  constitute  a  novation  or change  in  Franchisee's obligations under this agreement,  nor constitute a waiver of any claims Pretzel Time may have  against  Franchisee  (or its  Owners)  nor be  deemed a waiver of Pretzel Time's right to demand the transferee's exact compliance with all of the terms or conditions of this Agreement.

         17.C.  CONDITIONS FOR APPROVAL OF TRANSFER.

         If  Franchisee  is in full  compliance  with this  Agreement  (and,  if Franchisee is a corporation or  partnership,  its Owners are in full  compliance with this Agreement),  Pretzel Time shall not unreasonably withhold its approval of a Transfer that meets all of the following requirements:

         (1) The  transferee  and its  Owners  must  meet  Pretzel  Time's  then          applicable  standards for Pretzel Time Unit  franchisees  and must have          had sufficient business experience,  aptitude,  and financial resources          to operate the Unit;





         (2) Franchisee has paid such royalty,  advertising  fund fees,  amounts          owed for purchases by Franchisee  from Pretzel Time and its  Affiliates          and all other amounts owed to Pretzel Time or its  Affiliates and third          party  creditors and shall have  submitted to Pretzel Time all required          reports and statements;

         (3)  Franchisee or the  transferee has paid Pretzel Time's then current          transfer fee to defray expenses  Pretzel Time incurs in connection with          the  transfer,  except that if the  proposed  Transfer  is, to or among          Owners of Franchisee, this provision shall not apply;

         (4) The  Transferee  and/or its Unit  Manager  have  agreed to complete          Pretzel  Time's  training  program to Pretzel Time's  satisfaction  and          prior to the date of transfer;

         (5) The  Transferee  has  agreed  to be bound by all of the  terms  and          conditions of this Agreement and executes a current Franchise Agreement          and other franchise documents, a sublease agreement,  if any, and other          documents required by Pretzel Time;

         (6) Franchisee  (and its  transferring  Owners) have executed a general          release,  in form  satisfactory  to Pretzel Time, of any and all claims          against Pretzel Time and its Affiliates and their officers,  directors,          employees and agents;

         (7) Pretzel Time has approved the material terms and conditions of such          Transfer,  including,  without limitation,  that the price and terms of          payment are not so burdensome as to affect  adversely the  transferee's          operation of the Unit; provided,  however, that Pretzel Time's approval          of such Transfer does not ensure the transferee's  success as a Pretzel          Time Unit  franchisee,  nor should  the  transferee  rely upon  Pretzel          Time's  approval  of such  Transfer in  determining  whether to acquire          Franchisee's  Pretzel Time Unit; (8) If Franchisee  (and/or its Owners)          finances  any  part of the  sale  price  of the  transferred  interest,          Franchisee  and/or its Owners have agreed that all  obligations  of the          transferee  under or pursuant to any  promissory  notes,  agreements or          security  interests  reserved by Franchisee or its Owners in the assets          of the Unit or the Premises shall be  subordinate  to the  transferee's          obligations  to pay royalty and service  fees and other  amounts due to          Pretzel  Time and its  Affiliates  and  otherwise  to comply  with this          Agreement;

         (9) Franchisee (and its Owners) have executed a noncompetition covenant          in favor of Pretzel Time and the transferee agreeing that, for a period          of twelve (12) months commencing on the effective date of the Transfer,          Franchisee,  its  Owners  and  members  of the  immediate  families  of          Franchisee  and each of its Owners will not hold any direct or indirect          interest  as  a  disclosed  or  beneficial  owner,  investor,  partner,          director,  officer manager,  employee,  consultant,  representative  or          agent, or in any other capacity,  in a Competitive  Business located or          operating  within  three (3) miles of the Unit,  and  within  three (3)          miles of any other Pretzel Time Unit;

         (10) If consent is required, the lessor of the Premises consents to the          assignment or sublease of the Premises to the transferee;

         (11)  Franchisee  has complied with all of its  obligations  to Pretzel          Time, its Affiliates,  suppliers,  and distributors,  and Franchisee is          not in default under this Agreement or any other Agreement with Pretzel          Time or Pretzel Time's Affiliates;

         (12)  All  improvements,  including  refurbishings,   remodelings,  new          equipment must be made prior to the Transfer; and

         (13)  Franchisee  (and its Owners) has agreed that he will not directly          or  indirectly  at any time or in any manner  (except  with  respect to          Pretzel Time Units owned and operated by Franchisee)  identify  himself          or any  business  as a current or former  Pretzel  Time  Unit,  or as a          franchisee,  licensee or dealer of Pretzel Time or its Affiliates,  use          any Mark, any colorable imitation thereof or other indicia of a Pretzel          Time Unit in any manner or for any  purpose or utilize  for any purpose          any tradename,  trade or service mark or other  commercial  symbol that          suggests or indicates a connection or association  with Pretzel Time or          its Affiliates.

         17.D.    TRANSFER TO A WHOLLY-OWNED CORPORATION.

         Notwithstanding Section 17.B., if Franchisee is in full compliance with this  Agreement,  Franchisee may transfer this Agreement to a corporation  which conducts no business  other than the Pretzel  Time Unit and in which  Franchisee maintains management control and owns and controls one hundred percent (100%) of the equity  and  voting  power of all  issued  and  outstanding  capital  stock. Transfers of shares of such  corporation  will be subject to the  provisions  of Section 17.C.(2) and 17.C.(8).  Notwithstanding anything to the contrary herein, Franchisee  shall  remain  personally  liable  under  this  Agreement  as if the Transfer to such  corporation had not occurred.  The articles of  incorporation, by-laws and other organizational documents of such corporation shall recite that the issuance and  assignment of any interest  therein is restricted by the terms of Section 17 of this Franchise Agreement,  and all issued and outstanding stock certificates  of such  corporation  shall bear a legend reciting or referring to the restrictions hereof.

         17.E.  FORMATION OF A CORPORATION.





         In the event,  Franchisee  desires to form a  corporation  for the sole purpose of acting as a  Franchisee  under this  Agreement,  in  addition  to the conditions  imposed under Section 17, the following terms and conditions must be complied with, unless otherwise agreed in writing by Pretzel Time:

                  (1) Franchisee  must be the owner of the majority  interest in                   the  voting  stock  of  the   corporation  and  the  principal                   executive officer thereof;

                  (2)  Franchisee's  shareholders  shall enter into an agreement                   under seal with Pretzel Time, on Pretzel Time's standard form,                   guaranteeing  the  full  payment  of the  corporation's  money                   obligations to Pretzel Time as individual  surety and agreeing                   to be bound  individually  by the  non-competition  obligation                   stated herein; and

                  (3) Franchisee and all shareholders  must continue to meet its                   obligations  under  the  noncompetition   provisions  of  this                   Agreement.

         In  the  event   Franchisee  or  its  successor  is  a  corporation  or partnership or similar entity, it is agreed as follows:

                  (1) That the  Articles  of  Incorporation  and  By-Laws or the                   Partnership  Agreement,  shall  reflect  that the issuance and                   transfer of voting stock or other ownership  interest therein,                   is restricted by the terms of this Agreement. Franchisee shall                   furnish  Pretzel  Time at the  time of the  execution  of this                   Agreement or of assignment to the  corporation  or partners of                   Franchisee, a written agreement stating that no stockholder or                   partner  will  sell,  assign  or  transfer  voluntarily  or by                   operation  of law  any  securities  of  Franchisee,  or  other                   ownership  interest  in  Franchisee,  to any  person or entity                   other than existing shareholders or partnership, to the extent                   permitted  hereunder,  without  the prior  written  consent of                   Pretzel Time.  All securities  issued by Franchisee  will bear                   the  following  legend  which  shall be  printed  legibly  and                   conspicuously  on each stock  certificate or other evidence of                   Ownership Interest:

                    The  transfer of these  securities  is subject to the terms                     and  conditions of a Franchise  Agreement with Pretzel Time,                     Inc.  dated , 199____.  Reference is made to said  Agreement                     and to  the  restrictive  provisions  of  the  Articles  and                     By-laws or Shareholders or Partnership Agreement.

                  (2) That if Franchisee or a successor,  is a corporation,  the                   majority of the capital stock thereof shall not at any time or                   in the  aggregate  be sold,  assigned,  pledged,  mortgaged or                   transferred without the prior written consent of Pretzel Time.

                  (3) Franchisee  represents and warrants that its Owners are as                   set  forth  on  Exhibit  B  attached  to  this  Agreement  and                   covenants that it will not vary from that ownership  structure                   without the prior written approval of Pretzel Time.

         17.F.  DEATH OR DISABILITY OF FRANCHISEE.

         Upon the death or Permanent  Disability of Franchisee or, if Franchisee is a  corporation  or  partnership,  the  Owner  of a  Controlling  Interest  in Franchisee, the executor, administrator, conservator, guardian or other personal representative  of such  person  shall  transfer  Franchisee's  interest in this Agreement or such interest in  Franchisee  to a third party  approved by Pretzel Time.  Such  disposition  of this  Agreement  or  such  interest  in  Franchisee (including,  without  limitation,  transfer by bequest or inheritance)  shall be completed  within a reasonable  time, not to exceed six (6) months from the date of death or  Permanent  Disability,  and shall be  subject  to all the terms and conditions  applicable to Transfers contained in Section 17.B. and 17.C. Failure to transfer the interest in this Agreement or such interest in Franchisee within said period of time shall constitute a breach of this Agreement.

         17.G.    PRETZEL TIME'S FIRST RIGHT OF REFUSAL.

          If  Franchisee  (or its Owners)  shall at any time  determine to sell, assign or transfer for consideration  this Agreement or an Ownership Interest in Franchisee  or the Unit,  Franchisee  (or its Owners)  shall obtain a bona fide, executed  written offer and earnest  money deposit from a responsible  and fully disclosed purchaser (including lists of the Owners of record and beneficially of any corporate  offeror and all general and limited  partners of any  partnership offeror and, in the case of a publicly-held  corporation or limited partnership, copies of the most current annual and quarterly  reports) and shall  immediately submit to Pretzel  Time a true and  complete  copy of such  offer,  which  shall include  details of the payment  terms of the proposed  sale and the sources and terms of any financing for the proposed purchase price. To be a valid, bona fide offer, the proposed purchase price shall be denominated in a dollar amount.  The offer must apply only to an interest in this  Agreement,  Franchisee or the Unit and may not  include  an offer to  purchase  any  other  property  or  rights of Franchisee (or its Owners).  However,  if the offeror  proposes to buy any other property  or  rights  from   Franchisee   (or  its  Owners)  under  a  separate, contemporaneous offer, the price and terms of purchase offered to Franchisee (or its Owners) for the  interest in this  Agreement,  Franchisee  or the Unit shall reflect the bona fide price  offered  therefore  and shall not reflect any value for any other property or rights.





          Pretzel  Time  shall  have the right,  exercisable  by written  notice delivered to Franchisee  (or its Owners) within sixty (60) days from the date of delivery  of an exact copy of such  offer to  Pretzel  Time,  to  purchase  such interest for the price and on the terms and conditions  contained in such offer, provided that Pretzel Time may substitute cash for any form of payment  proposed in such offer,  Pretzel Time's credit shall be deemed equal to the credit of any proposed  purchaser and Pretzel Time shall have not less than sixty (60) days to prepare  for  closing.  Without  regard to the  representations  and  warranties demanded by the proposed  purchaser,  if any,  Pretzel Time shall be entitled to purchase such interest subject to all customary  representations  and warranties given by the  Franchisee,  seller of the assets of a business or voting stock of an  incorporated  business,  as  applicable,   including,   without  limitation, representations  and  warranties as to ownership,  condition and title to stock, and /or assets,  liens and  encumbrances  relating to the stock  and/or  assets, validity  of  contracts  and  liabilities  of the  corporation  whose  stock  is purchased and affecting the assets, contingent or otherwise.

         If Pretzel Time exercises its right of first refusal,  Franchisee  (and its Owners)  agrees that,  for a period of twelve (12) months  commencing on the date of the closing,  neither  Franchisee (nor its Owners) shall have any direct or indirect interest  (through a member of the immediate  families of Franchisee or its Owners of  otherwise)  as a  disclosed  or  beneficial  owner,  investor, partner, director, officer, employee, consultant, representative, or agent or in any other capacity in any Competitive Business located or operating within three (3) miles of the Unit,  and/or  three (3) miles of any other  Pretzel Time Unit. The  restrictions  of this Section  shall not be  applicable to the ownership of shares  of a class of  securities  listed on a stock  exchange  or traded on the over-the-counter market that represent two percent (2%) or less of the number of shares of that class of  securities  issued  and  outstanding.  If Pretzel  Time exercises its right of first refusal, Franchisee (and its Owners) further agrees that he will abide by the restrictions of Section 17.C.(13).

          If  Pretzel  Time  does not  exercise  its  right  of  first  refusal, Franchisee or its Owners may complete the sale to such purchaser pursuant to and on the exact  terms of such  offer,  subject to Pretzel  Time's  approval of the Transfer as provided in Section 17,  provided that if the sale to such purchaser is not completed  within 120 days after  delivery of such offer to Pretzel Time, or if there is a  material  change  in the terms of the sale  (which  Franchisee shall  promptly  communicate  to Pretzel  Time),  Pretzel  Time's right to first refusal shall be extended for thirty (30) days after the  expiration of such 120 day period or after the material change in the terms of the sale so communicated to Pretzel Time.

         17.H.    PUBLIC OR PRIVATE OFFERINGS.

         In the event  Franchisee (or any of its Owners)  shall,  subject to the restrictions  and  conditions  of Transfer  contained in Section 17,  attempt to raise or secure funds by the sale of securities (including,  without limitation, common or preferred stock,  bonds,  debentures or general or limited partnership interests) in Franchisee or any affiliate of Franchisee, Franchisee, recognizing that the written information may reflect upon Pretzel Time, agrees to submit any such written information used with respect thereto prior to its inclusion in any registration  statement,  prospectus or similar offering  circular or memorandum and to obtain Pretzel Time's written consent to the method of financing prior to any offering or sale of such securities. Pretzel Time's written consent pursuant to this Section  shall not imply or  constitute  Pretzel  Time's  approval  with respect to the sale of the  securities,  the  offering  literature  submitted to Pretzel  Time or any other aspect of the  offering.  No  information  respecting Pretzel  Time  shall  be  included  in  any  disclosure   document  unless  such information  has  been  furnished  by  Pretzel  Time  in  writing   pursuant  to Franchisee's  written request,  in which Franchisee states the specific purposes for  which the  information  is to be used.  Should  Pretzel  Time,  in its sole discretion, object to any reference to it or its business or to the relationship of  Franchisee  or  a  controlled  affiliate  in  such  offering  literature  or prospectus,  such  literature or  prospectus  shall not be used unless and until Pretzel Time's objections are withdrawn.  Pretzel Time assumes no responsibility whatsoever for any offering.  Franchisee  shall pay Pretzel  Time's  expenses in connection with the offering or proposed offering.

         The prospectus or other literature  utilized in any such offering shall contain the  following  language in  bold-face  type on the first  textual  page thereof:

         PRETZEL  TIME,  INC. IS NOT  DIRECTLY OR  INDIRECTLY  THE ISSUER OF THE          SECURITIES OFFERED HEREBY AND ASSUMES NO RESPONSIBILITY WITH RESPECT TO          THIS OFFERING AND/OR THE SUFFICIENCY OR ACCURACY OF THE INFORMATION SET          FORTH HEREIN,  INCLUDING ANY  STATEMENTS  WITH RESPECT TO PRETZEL TIME,          INC.  PRETZEL TIME,  INC.  DOES NOT ENDORSE OR MAKE ANY  RECOMMENDATION          WITH RESPECT TO THE INVESTMENT CONTEMPLATED BY THIS OFFERING.

         Franchisee  (and each of its Owners)  agrees to  indemnify,  defend and hold harmless Pretzel Time, its parent company, subsidiaries, and Affiliates and their officers, directors, employees and agents from any and all claims, demands and  liabilities,  and all costs and expenses  (including,  without  limitation, reasonable  attorneys' fees) incurred in defending against such claims,  demands or  liabilities,  arising  from the  offer or sale of such  securities,  whether asserted  by a  purchaser  of any such  security  or by a  governmental  agency. Pretzel  Time shall have the right (but not the  obligation)  to defend any such claims,  demands or  liabilities  and/or to  participate  in the  defense of any action to which it is named as a party.

18.      TERMINATION OF AGREEMENT BY FRANCHISEE.





         18.A.  FRANCHISEE'S RIGHT TO TERMINATE.

         If  Franchisee is in  substantial  compliance  with this  Agreement and Pretzel Time  substantially  breaches a material provision of this Agreement and (1) fails to cure such  breach  within  thirty  (30) days after  written  notice thereof is delivered to Pretzel Time or (2) if such breach cannot  reasonably be cured  within  thirty (30) days after  Pretzel  Time's  receipt of such  notice, undertake  (within  thirty (30) days after Pretzel Time's receipt of such notice and  continue  until  completion),  reasonable  efforts  to  cure  such  breach, Franchisee may terminate this Agreement. Such termination shall be effective ten (10) days after delivery to Pretzel Time of notice that such breach has not been cured and Franchisee  elects to terminate this Agreement.  A termination of this Agreement  by  Franchisee  for any reason other than a  substantial  breach of a material provision of this Agreement by Pretzel Time, and Pretzel Time's failure to cure  such  breach  as  provided  above  shall  be  deemed a  termination  by Franchisee without cause.

19.      DEFAULT AND TERMINATION.

         19.A.  EXACT AND COMPLETE PERFORMANCE REQUIRED.

         Franchisee  acknowledges that complete  performance of all the terms of this  Agreement  is  necessary  for  the  protection  of  Pretzel  Time  and its franchisees.  It is therefore agreed that complete and exact  performance by the Franchisee  of each of his  promises  contained  herein  is a  condition  to the continuance of this Franchise.

         19.B.    DEFAULT AND RIGHT TO CURE.

         If Franchisee  defaults in the  performance of any of the terms of this Agreement  or the  Operations  Manual,  Pretzel  Time,  in addition to all other remedies  available to it at law or in equity and without prejudice to any other rights or remedies,  may  immediately  terminate  this Agreement by delivering a written notice to Franchisee of any breach of this Agreement and a notice period of  forty-five  (45) days shall be given to  Franchisee,  unless such default is cured by the  Franchisee  within thirty (30) days after written  notice  thereof from Pretzel Time to Franchisee.  Notwithstanding the foregoing,  if the default is other  than a failure to pay a monetary  obligation  to Pretzel  Time or to a related  company and of a nature that more than thirty (30) days are  reasonably required to cure,  Franchisee  shall  commence  to cure the default  within said thirty (30) day period and shall proceed with such cure with due diligence  with a view to accomplishing the cure at the earliest possible moment, and within the period,  if any,  designated  by Pretzel Time as the allowable  additional  time within which the cure must be accomplished.

         19.C.  EXTENSION OF NOTICE.

         If any  applicable  law or rule  requires  a  greater  prior  notice of termination,  the prior notice required by such law or rule shall be substituted for the notice requirements herein.

         19.D.  REPEATED BREACHES.

         Further,   notwithstanding  anything  herein  elsewhere  contained,  if Franchisee shall repeatedly fail to comply with the terms of this Agreement,  or any of them,  of any nature,  even though such  failures may be cured within the applicable  grace  periods,  Pretzel Time shall have the right by written notice given to Franchisee  immediately  to declare this  Agreement  terminated,  which right shall be in addition to and without prejudice to any other right or remedy to which Pretzel Time may be entitled  under this  Agreement or otherwise  under applicable law. As used in this Agreement the term repeatedly  fail shall mean three (3) defaults within any twelve (12) month period, even if the defaults are later cured.          19.E.    EVENTS OF DEFAULT - 30 DAYS NOTICE - CURABLE DEFAULTS.

         The  occurrence of any one of the following  events shall  constitute a default under this Agreement  requiring a 30 day notice period of termination by Pretzel Time to Franchisee:

                  (i) Franchisee  fails to pay money when due to Pretzel Time as                   required  under the Franchise  Agreement,  including,  without                   limitation,  the franchise  fee, the renewal fee, the transfer                   fee, royalties, and the advertising fund fee; or

                  (ii) If Franchisee or his Unit Manager fails to satisfactorily                   complete any mandatory  training  programs (except the initial                   training  in  which  case,  the  Franchise  Agreement  can  be                   terminated upon notice) offered by Pretzel Time; or

                  (iii) If Franchisee  fails to submit to Pretzel Time financial                   or other  information  when required  under this  Agreement or                   submits a financial statement which materially understates net                   revenues; or

                  (iv) If  Franchisee  fails to develop or construct the Unit in                   accordance  with  this  Agreement;  Pretzel  Time's  plans and                   specifications  or fails to equip and furnish the  location in                   accordance with Pretzel Time's plans and specifications; or

                  (v) A final judgment against Franchisee remains unsatisfied of                   record for thirty  (30) days,  unless a  supersedeas  or other                   appeal bond has been filed; or

                  (vi) Franchisee or any of its Owners  abandons,  surrenders or





                  transfers  control of the  operation  of the Unit  without the                   prior  written  approval  of Pretzel  Time,  or  threatens  to                   abandon the same; or

                  (vii) Franchisee fails to use Pretzel Time approved  marketing                   and  promotional  materials  or  Franchisee  fails to  receive                   Pretzel  Time's prior  approval of marketing  and  promotional                   materials; or

                  (viii) Failure to obtain Pretzel Time's prior written  consent                   or  approval  where   expressly   required  by  the  Franchise                   Agreement; or

                  (ix) If Franchisee  operates the franchise in such a manner so                   as  to  affect   materially  and  adversely  the  goodwill  or                   reputation  of  Pretzel  Time  or its  System  or any  product                   manufactured by any Affiliate; or

                  (x)  Franchisee  denies  Pretzel Time the right to inspect the                   Unit or to examine or audit his books; or

                  (xi)  Franchisee  misuses  Pretzel Time's Marks or asserts any                   interest  in  Pretzel   Time's  Marks;   uses  Pretzel  Time's                   tradename  or any  part  thereof  as part to of its  corporate                   name;  does not cooperate in the  enforcement  of any Mark; or                   challenges or seeks to challenge the validity of the Marks; or

                  (xii)  Franchisee  fails to  maintain  and operate the Unit in                   accordance  with standards and  specifications  established by                   Pretzel Time as to the services or  maintenance  of inventory;                   or

                  (xiii)  Franchisee  fails to obtain  all  permits,  insurance,                   licenses and other necessary  documents for the opening of the                   Unit; or

                  (xiv)  Franchisee  fails to maintain  uniform  Unit design and                   image,  and/or  fails to  refurbish  or remodel as required by                   Pretzel Time; or

                  (xv) Franchisee attempts or does mortgage, pledge or otherwise                   assign as security the premises,  any equipment,  furnishings,                   fixtures or any interest Franchisee may have; or

                  (xvi) Conduct by  Franchisee  which is of such a nature that a                   reasonably   objective   person  would  consider  same  to  be                   deleterious  to or to reflect  unfavorably  on Pretzel Time or                   the Pretzel Time Unit System; or

                  (xvii) Failure by Franchisee to maintain a responsible  credit                   rating by failing to make prompt payment of undisputed  bills,                   invoices and  statements  from  suppliers or  distributors  of                   goods and services to the Unit; or

                  (xviii)  Failure  to  comply  with  all  of the  terms  of the                   Operations  Manual as amended from time to time, the standards                   and  specifications  required  by  Pretzel  Time or any  other                   agreement between the Franchisee and Pretzel Time; or

                  (xix) Fails to pay any federal or state income, sales or other                   taxes due on the Unit's  operations  unless  Franchisee  is in                   good faith contesting his liability for such taxes; or

                  (xx)  Franchisee  knowingly  sells any product or service that                   does not  conform to Pretzel  Time's  specifications,  uses or                   sells products other

                  than  in  strict  accordance  with  the  requirements  of  the                   Franchise  Agreement or the Operations  Manual;  fails to sell                   products  or services  approved by Pretzel  Time or deals with                   vendors and suppliers not approved by Pretzel Time.

                  (xxi) Franchisee fails to pay any subcontractor, contractor or                   other  person  to whom  money is due and  that  subcontractor,                   contractor  or other  person  demands  said money from Pretzel                   Time.

                  (xxii)  Franchisee is late in paying rent to the landlord more                   than 2 times in any twleve month period.

         19.F.    EVENTS OF DEFAULT - IMMEDIATE TERMINATION - NO RIGHT TO CURE.

         The  following  acts of  default  will  result  in  termination  of the Franchise  effective  immediately upon delivery and receipt of written notice of same to Franchisee  and with no right to cure where the grounds for  termination or cancellation are:

          (i)  Franchisee or a Owner fails to complete all phases of the initial                training program to Pretzel Time's satisfaction; or





          (ii) Franchisee  fails to  commence  operation  of the Unit within the                time specified in this Agreement; or

          (iii) Any affirmative act of bankruptcy or insolvency by                   Franchisee,  or the filing by  Franchisee  of any  petition or                   action in bankruptcy or  insolvency,  or for  appointment of a                   receiver  or  trustee,   Franchisee   admits  in  writing  his                   inability to pay his debts or an assignment by Franchisee  for                   the benefit of creditors,  or the failure to vacate or dismiss                   within  five  (5)  days  after  filing  any  such  proceedings                   commenced  against  Franchisee  by a third  party.  Franchisee                   expressly  and  knowingly  waives any rights  that he may have                   under the provisions of the  Bankruptcy  Rules and consents to                   the  termination  of this  Agreement or any other relief which                   may be sought in a complaint filed by Pretzel Time to lift the                   provisions  of the  automatic  stay of the  Bankruptcy  Rules.                   Additionally Franchisee agrees not to seek an injunction order                   from any court in any  jurisdiction  relating  to  insolvency,                   reorganization of arrangement proceedings which would have the                   effect of staying or enjoining this provision.  THIS PROVISION                   MAY  NOT BE  ENFORCEABLE  UNDER  FEDERAL  BANKRUPTCY  LAW  (11                   U.S.C.A. Sec. 101 et seq.); or

                  (iv)  Failure to cure  within  seventy-two  (72)  hours  after                   delivery  of  written  notice of default  under the  Franchise                   Agreement  which  materially  impairs the goodwill  associated                   with Pretzel  Time's trade names,  trademarks,  service marks,                   logo types or other commercial

                    symbols or the use by Franchisee of any name,  mark,  system                     insignia or symbol not authorized by Pretzel Time; or

                  (v) The conviction of Franchisee,  or any if its principals if                   it is a partnership or corporation,  of a crime related to the                   business conducted pursuant to the franchise which may tend to                   affect  adversely the goodwill or  reputation  of  Franchisee,                   Pretzel Time or its System or the  products of Pretzel  Time's                   Affiliates; or

                  (vi)  Abandonment  of the  Franchise.  For  purposes  of  this                   agreement Abandonment shall mean Franchisee's failure (other                   than with Pretzel  Time's prior written  approval) to keep the                   franchise  open and operating for business  during the minimum                   opening hours specified in this Agreement or Lease  Agreement;                   or

                  (vii) Franchisee ceases to occupy the premises. If the loss of                   possession in the result of  governmental  exercise of eminent                   domain,  destruction  of the  site,  or  termination  of lease                   (except by reason of Franchisee's fault), Franchisee may (with                   Pretzel Time's consent and subject to  availability)  relocate                   to  other  premises  in  a  comparable  location.  Failure  to                   relocate to other Pretzel  Time-approved  premises  within the                   time specified in this Agreement  after loss of possession due                   to eminent  domain,  destruction of premises or termination of                   lease without  Franchisee's  fault shall  constitute an act of                   Default with no right to cure and immediate  termination  upon                   notice; or

                  (viii) The existence of an imminent danger to public health or                   safety or fails or refuses to comply with  standards  relating                   to the  cleanliness  or sanitation of the Unit or violates any                   health, safety or sanitation,  law ordinance or regulation and                   does not correct such  noncompliance  within  forty-eight (48)                   hours after written notice thereof is delivered to Franchisee;                   or

                  (ix) The loss of the right to occupy the  premises  from which                   the  franchise  is  operated by either  Franchisee  or Pretzel                   Time; or

                    (x) Material  falsification  of business records and reports                     required by Pretzel Time; or

                  (xi)  Franchisee  (or any of its Owners) makes an  assignment,                   surrenders  or  transfers  control of the Unit's  operation in                   violation of this Agreement; or

                  (xii)  Franchisee (or any of its Owners) has made any material                   misrepresentation  or  omission  in the  application  for  the                   Franchise or in materials submitted relating to a transfer; or

                  (xiii)  Franchisee,  (or  its  Owners)  or  members  of  their                   immediate  family violate the restrictions on the operation of                   Competitive Businesses during the term of this Agreement; or

                  (xiv)  Franchisee (or any of its Owners or employees) makes an                   unauthorized  use or disclosure  of or duplicates  any copy of





                  any Confidential  Information or uses, duplicates or discloses                   any  portion of the  Operations  Manual in  violation  of this                   Agreement; or

                  (xv) Failure on two (2) or more separate  occasions within any                   period  of  twelve  (12)  consecutive  months  or on three (3)                   occasions during the term of this Agreement to submit when due                   reports or other data, information or supporting records or to                   pay when due the  Royalty  and fees or other  payments  due to                   Pretzel Time or its  Affiliates  or otherwise  fails to comply                   with this  Agreement,  whether or not such  failures to comply                   with this Agreement,  Advertising Fund Fee are corrected after                   notice thereof is delivered to Franchisee; or

                  (xvi) Fails to cure a default under this Agreement  within the                   time specified or provide proof  acceptable to Pretzel Time of                   efforts  which  are  reasonably  calculated  to  correct  such                   failure within a reasonable  time,  which shall in no event be                   more than sixty (60) days after such  notice,  if such failure                   cannot  reasonably be corrected  within twenty (20) days after                   written  notice of such  notice of  default  is  delivered  to                   Franchisee; or

                  (xvii) Franchisee terminates this Agreement without cause; or

                  (xviii) Franchisee  understates the Unit's net revenues in any                   report or financial  statement  by an amount  greater than two                   (2) percent; or

                  (xix)  Franchisee  causes or permits to exist a default  under                   the  lease or  sublease  for the Site and  fails to cure  such                   default  within the  applicable  cure  period set forth in the                   lease or sublease; or

                  (xx)  Franchisee  (or any of its Owners) fails on three (3) or                   more separate  occasions within any period of twenty-four (24)                   consecutive  months to comply with this  Agreement  whether or                   not such  failures  to comply are  corrected  after  notice of                   default  is  given,  or  failure  on two (2) or more  separate                   occasions within any period of twelve (12) consecutive  months                   to comply within the same  requirement  under this  Agreement,                   whether or not such  failures  to comply are  corrected  after                   notice of default is given.

20. RIGHTS AND  OBLIGATIONS OF PRETZEL TIME AND FRANCHISEE  UPON  TERMINATION OR EXPIRATION OF THE FRANCHISE.

         20.A.  AMOUNTS OWED.

         Unless otherwise authorized by Pretzel Time in writing, in the event of expiration or termination  of this  Agreement for any reason,  or upon the sale, transfer or  assignment  of the  Franchise by  Franchisee,  all of  Franchisee's rights  hereunder  shall  terminate  and  Franchisee  shall cease to operate the Franchise.  Franchisee agrees to pay Pretzel Time within fifteen (15) days after the effective date of termination or expiration of this Agreement, or such later date that the amounts due to Pretzel Time are  determined,  such  Royalty  Fees, Advertising  Fund Fees,  amounts owed for purchases by  Franchisee  from Pretzel Time or its  Affiliates,  interest  due on any of the  foregoing  and all  other amounts owed to Pretzel Time or its Affiliates which are then unpaid.

         Expiration or  termination  of this  Agreement for any reason shall not affect,  modify, or discharge any note, account receivable,  or debt, contingent or otherwise,  existing or arising under this Agreement, or any prior agreement, contract, or dealing between Pretzel Time and Franchisee.

         20.B.    DISCONTINUANCE OF MARKS.

         Franchisee  agrees to immediately  discontinue  all use of trade names, trademarks,  logotypes,  forms of advertising  and other  commercial  symbols of Pretzel Time, and forms of advertising indicative of Pretzel Time and cancel all assumed  name  registrations.  Franchisee  further  shall  remove or cause to be removed all signs and  structures  indicative  of a Pretzel  Time Unit and shall alter the premises occupied by Franchisee so as to distinguish the same from its former appearance and from a Pretzel Time franchise.  Further,  Franchisee shall discontinue  the use of any and all printed goods and materials using said trade names,  trademarks,  logos and other  commercial  symbols  of Pretzel  Time.  If Franchisee  refuses to comply  with the terms of this  Section 20 after  Pretzel Time  requests  compliance,  Pretzel  Time  shall  have the right to enter  upon Franchisee's  premises  without being deemed guilty of  trespassing or any other offense,  and make or cause to be made such  changes  at  Franchisee's  expense, which Franchisee agrees to pay upon demand.

         Franchisee  agrees to not directly or  indirectly at any time or in any manner (except with respect to other Pretzel Time Units owned by the Franchisee) identify himself or any business as a current or former Pretzel Time Unit, or as a franchisee,  licensee or dealer of Pretzel Time or its Affiliates.  Franchisee further  agrees to not use any Mark,  any colorable  imitation  thereof or other indicia of a Pretzel  Time Unit in any manner or for any  purpose or utilize for any purpose any trade name,  trade or service  mark or other  commercial  symbol that suggests or indicates a connection or association  with Pretzel Time or its Affiliates.  Franchisee (or any of its Owners) agrees after  termination he will not do  business  under any name or in any  manner  that  might tend to give the general  public the  impression  that he is  associated,  affiliated,  licensed, franchised by or related to Pretzel Time.  The Franchisee (or any of its Owners) may not thereafter  use any name,  logo type, or symbol  confusingly  similar to





Pretzel  Time's  Service  Mark,  logo type or symbol.  If  Franchisee  continues operating a business at the franchised  location it will exert every  reasonable effort to inform the public of his new status,  including a change of  telephone number and advertising materials.

         The Franchise granted to Franchisee  hereunder to sell Products bearing Pretzel Time's Marks does not include the right to sell or advertise for sale of Franchisee's  Franchise itself or of its business location.  No advertisement by Franchisee  or  other  public  solicitation  for  sale of his  interest  in this Agreement  may  include a  representation  of Pretzel  Time's  trademark  or any reference to Pretzel Time or its trademark system.

         20.C.    RETURN OF MATERIALS.

         Franchisee  agrees to return to  Pretzel  Time all  signs,  sign-faces, forms,  invoices,  letterhead,  and  other  materials  containing  any  Mark  or otherwise identifying or relating to a Pretzel Time Unit and allow Pretzel Time, without liability to remove all such items from the Unit. Franchisee also agrees to return all  materials  and  confidential  information  loaned to  Franchisee, including,  without limitation,  all Operations Manuals and Training Manuals and videos. Franchisee agrees to return all materials and supplies identified by the Marks in full cases or  packages  to Pretzel  Time for credit and dispose of all other materials and supplies, but not equipment,  identified by the Marks within thirty (30) days after the effective  date of  termination or expiration of this Agreement.

         20.D.    TELEPHONE COMPANY.

         Franchisee  agrees to notify the  telephone  company and all  telephone directory  publishers of the termination or expiration of Franchisee's  right to use any  telephone  and telecopy  numbers and any regular,  classified  or other telephone  directory  listings  associated  with any Mark and to  authorize  the transfer  thereof to Pretzel Time or at its direction.  Franchisee  acknowledges and agrees  that as between  him and  Pretzel  Time,  Pretzel  Time has the sole rights to and  interest in all  telephone  and  telecopy  numbers and  directory listings  associated  with any Mark.  Franchisee  authorizes  Pretzel Time,  and hereby appoints Pretzel Time and any of its officers as Franchisee's attorney in fact, to direct the telephone company and all telephone directory  publishers to transfer any telephone and telecopy numbers and directory  listings  relating to the Pretzel Time Units to Pretzel Time or at its  direction,  should  Franchisee fail or refuse to do so, and the telephone  company and all telephone  directory publishers  may accept such direction or this agreement as conclusive of Pretzel Time's  exclusive  rights in such  telephone and telecopy  numbers and directory listings  and Pretzel  Time's  authority to direct  their  transfer.  Franchisee agrees to execute a  collateral  assignment  of  telephone  numbers and listings agreement  which is attached hereto as Exhibit G. In no event shall Pretzel Time be responsible  for any charges  incurred by Franchisee and associated  with the telephone company prior to the date of transfer.

         20.E.    CONFIDENTIAL INFORMATION.

         Franchisee (and its Owners) agrees that upon  termination or expiration of this Agreement, he will immediately cease to use any Confidential Information of Pretzel Time or its Affiliates disclosed to him pursuant to this Agreement in any business or otherwise.  This  provision is also  applicable to the Owners if the Franchise is a corporation or partnership.

         20.F.    LEASING.

         If Franchisee  has leased the  premises,  Pretzel Time may, in its sole discretion  and without any  obligation to do so,  assume the lease.  Franchisee will not be entitled to any refund of the initial franchise fee,  royalties,  or Advertising Fund Fees.

         20.G.    COVENANT NOT TO COMPETE.

         Upon  termination of this  Agreement,  in accordance with its terms and conditions or by Franchisee  without cause, or upon expiration of this Agreement (unless the Franchise is renewed as provided for in this Agreement),  Franchisee and its Owners agree that for a period of TWELVE (12) months  commencing  on the effective  date of  termination  or expiration  or the date on which  Franchisee complies  with this Section,  whichever is later,  neither  Franchisee,  nor its Owners,  nor any person or entity  affiliated  with  Franchisee or  Franchisee's shareholders or partners shall have any direct or indirect  interest  (through a member of the immediate  families of Franchisee or its Owners or otherwise) as a disclosed or beneficial owner, investor,  partner, director,  officer, employee, consultant,  representative,  agent or in any other capacity in any  Competitive Business  located or operating:  (1) at the Site;  (2) within three (3) miles of the Unit;  and/or (3) within  three (3) miles of any other  Pretzel Time Unit in operation  or  under  development  on  the  effective  date  of  termination  or expiration of this  agreement for a period of one year after the  termination or expiration.  The  restrictions  of this Section  shall not be  applicable to the ownership  of shares of a class of  securities  listed  on a stock  exchange  or traded on the over-the-counter market that represent two percent (2%) or less of the  number  of shares  of that  class of  securities  issued  and  outstanding. Franchisee  and its Owners  expressly  acknowledge  that they possess skills and abilities of a general nature and have other  opportunities  for exploiting such skills. Consequently, enforcement of the covenants made in this Section will not deprive the Franchisee or its Owners or shareholders of their personal  goodwill or ability to earn a living.

The Franchise  Agreement contains a covenant not to compete which extends beyond





the termination of the franchise. Franchisee and its Owners acknowledge that the covenant  not to compete is fair and  reasonable,  and will not impose any undue hardship,  since the Franchisee (and its Owners) has other considerable  skills, experience and education  which will afford him the opportunity to derive income from other endeavors.

Neither  Franchisee  nor any of its Owners shall divert or attempt to divert any business or any customers of any Pretzel Time Unit to any  Competitive  Business or employ or seek to employ any  person who is  employed  by Pretzel  Time,  its Affiliates  or a franchisee  of Pretzel Time nor induce or attempt to induce any such person to leave said  employment  without the prior written consent of such person's employer.

         20.H.  PRETZEL TIME'S RIGHT TO PURCHASE ASSETS OF THE UNIT.

         Upon  termination of this Agreement by Pretzel Time in accordance  with its terms and  conditions or by Franchisee  without cause or upon  expiration of this  Agreement  (unless the franchise  has been  renewed),  Pretzel  Time,  its Affiliates  or  its  assignee  shall  have  the  option  (not  the  obligation), exercisable  by giving  written  notice  thereof within sixty (60) days from the date of such  expiration  or  termination,  to acquire from  Franchisee  all the assets  in the Unit  including  the  equipment,  furnishings,  signs,  leasehold improvements,  usable  inventory  of  Products,  materials,  supplies  and other tangible assets of the Unit and an assignment of the lease for the Unit. Pretzel Time  shall  have the  unrestricted  right to assign  this  option to  purchase. Pretzel Time or its assignee  shall be entitled to all customary  warranties and representations  in  connection  with its  asset  purchase,  including,  without limitation,  representations  and  warranties as to ownership,  condition of and title to assets, no liens and encumbrances on the assets,  validity of contracts and agreements and liabilities  inuring to Pretzel Time or affecting the assets, contingent or otherwise.

         (1) The purchase price for the assets of the Unit shall be equal to the greater of:

                  The sum of the book  value  of the  Unit's  assets  (including                   furnishings,  fixtures, equipment, and leasehold improvements)                   amortized on a straight-line basis over a five (5) year period                   plus the lesser of costs and the then-current wholesale market                   value of all  usable  inventory  of  Products,  materials  and                   supplies (i.e. in good and saleable condition and not obsolete                   or discontinued), or

                  The  product of the Unit's  average  cash flow for the two (2)                   most recently  completed  fiscal years  multiplied by two (2).                   Cash  flow  represents  the  Unit's  net  revenues  less all                   pretzel  unit-related  costs (i.e., cost of goods sold, labor,                   occupancy   and  other  Unit   expenses)  as  well  as  annual                   administrative  costs of ten thousand dollars ($10,000.00) and                   royalty and  service  fees,  but not  including  interest  and                   depreciation.

         (2)  Pretzel  Time and its  Affiliates  shall have the right to set off against and reduce the purchase  price by any and all amounts owed by Franchisee to Pretzel  Time and its  Affiliates.  Pretzel  Time may exclude from the assets purchased  hereunder any  equipment,  furnishings,  signs,  usable  inventory of Products,  materials  or supplies of the Unit that Pretzel Time has not approved as meeting its standards for Pretzel Time Unit,  and the purchase price shall be reduced by the  replacement  costs of such excluded  items which are required in the operation of the Unit.

         (3) The  purchase  price  shall be paid in cash at the  closing  of the purchase, which shall take place no later than ninety (90) days after receipt by Franchisee  of Pretzel  Time's notice of exercise of this option to purchase the Unit, at which time Franchisee shall deliver instruments transferring to Pretzel Time or its assignee good and merchantable  title to the assets purchased,  free and clear of all liens and encumbrances  with all sales and other transfer taxes paid by  Franchisee,  and all  licenses  or  permits  of the Unit  which  may be assigned or transferred. In the event the closing of the purchase does not occur within said ninety (90) day period because Franchisee fails to act diligently in connection therewith,  the purchase price shall be reduced by ten percent (10%). Franchisee  further agrees that the purchase  price shall be further  reduced by ten percent (10%) per month for each subsequent  month  Franchisee  fails to act diligently to consummate this  transaction.  In the event that Franchisee cannot deliver clear title to all of the purchased assets as aforesaid, or in the event there are other unresolved  issues, at Pretzel Time's option,  the losing of the sale shall be accomplished through an escrow.  Prior to closing,  Franchisee and Pretzel  Time shall  comply with the  applicable  Bulk Sales  provisions  of the Uniform Commercial Code as enacted in the state in which the Unit is located.

         (4) If Pretzel Time or its assignee  exercises this option to purchase, pending  the  closing of such  purchase,  Pretzel  Time may appoint a manager to maintain the operation of the Unit, at its option,  require  Franchisee to close the Unit during such time period  without  removing any assets.  If Pretzel Time appoints a manager to maintain the operation of the Unit pending closing of such purchase, all funds from the Unit's operation during the period of management by a  Pretzel  Time  appointed  manager  shall be kept in a  separate  fund and all expenses of the Unit, including compensation,  other costs and travel and living expenses of the Pretzel Time appointed  manager,  shall be charged to such fund. As compensation for the management services provided,  Pretzel Time shall charge such fund ten  percent  (10%) of the  Unit's net  revenues  during the period of Pretzel Time's management. Operation of the Unit during any such period shall be for and on behalf of  Franchisee,  provided  that Pretzel Time shall have a duty only to utilize its good faith  efforts and shall not be liable to Franchisee or





its Owners for any debts,  losses or obligations  incurred by the Unit or to any creditor  of  Franchisee  for any  merchandise  materials,  supplies  or service purchased by the Unit during any period in which it is managed by Pretzel Time's appointed  manager.  Franchisee  shall maintain in force all insurance  policies required for the Unit until the date of closing.

21.      RELATIONSHIP OF THE PARTIES/INDEMNIFICATION.

         21.A.    EXCLUSIVE RELATIONSHIP.

         Franchisee acknowledges and agrees that Pretzel Time would be unable to protect  Confidential  Information  against  unauthorized  use or disclosure and would be unable to  encourage  a free  exchange of ideas and  information  among Pretzel Time Units if  Franchisees  of Pretzel Time Units were permitted to hold interests in or perform services for a Competitive  Business except as specified in Exhibit C.  Franchisee  also  acknowledges  that Pretzel Time has granted the Franchise to  Franchisee  in  consideration  of and reliance  upon  Franchisee's agreement to deal  exclusively  with Pretzel Time.  Franchisee  therefore agrees that  during the term of the  Franchise  Agreement,  or the period of time which Franchisee operates a Unit under this Agreement,  whichever is shorter,  neither Franchisee  nor  any  Affiliate,  immediate  family  member,  or  in  the  event Franchisee is a corporation

any Owner thereof and member of his immediate  family or in the event  Franchise is a partnership any partner  (general or limited) thereof and any member of his immediate family, shall:

         (1) Have  any  direct  or  indirect  interest  as an  owner,  investor,          partner, director, officer, employee, consultant, representative, agent          or in  any  other  capacity  in any  Competitive  Business  located  or          operating  at the Site or within  three (3) miles of any  Pretzel  Time          Unit  in  operation  or  under  development  on the  effective  date of          termination or expiration of this Agreement, except a Pretzel Time Unit          operated by Franchisee under Franchise Agreements with Pretzel Time; or

         (2) Recruit or hire any employee who, within the immediately  preceding          six (6) month period,  was employed by Pretzel Time or any Pretzel Time          Unit operated by Pretzel Time, its Affiliates or another  franchisee or          licensee  of  Pretzel  Time,   without   obtaining  the  prior  written          permission of Pretzel Time or such franchisee.

         Notwithstanding the foregoing,  Franchisee shall not be prohibited from owning securities  listed on a stock exchange or traded on the  over-the-counter market that represents two percent (2%) or less of that class of securities.

         Covenants contained in this Section shall be construed as severable and independent,   and  shall  be  interpreted  and  applied   consistent  with  the requirements  of  reasonableness.  Any judicial  reformation of these  covenants consistent  with this  interpretation  shall be enforceable as though  contained herein  and shall not affect any other  provisions  or terms of this  Agreement. This non-compete provision may not be enforceable under the laws of your state.

         21.B.  NO LIABILITY FOR ACTS OF OTHER PARTY.

         Franchisee shall not employ any of the Marks in signing any contract or applying  for any  franchise or permit or in a manner that may result in Pretzel Time's  liability for any of Franchisee's  indebtedness or obligations,  nor may Franchisee  use the Marks in any way not  expressly  authorized by Pretzel Time. Except as expressly  authorized in writing,  neither Pretzel Time nor Franchisee shall  make  any  express  or  implied  agreements,  warranties,  guarantees  or representations  or  incur  any  debt in the  name or on  behalf  of the  other, represent that their relationship is other than Pretzel Time and franchisee,  or be obligated by or have any liability  under any  agreements or  representations made by the other that are not  expressly  authorized  in writing.  Pretzel Time shall not be  obligated  for any damages to any person or  property  directly or indirectly  arising out of the  operation of the Unit or  Franchisee's  business authorized by or conducted pursuant to this Agreement.

         21.C.    TAXES.

         Pretzel  Time shall have no  liability  for any  sales,  use,  service, occupation,  excise,  gross receipts,  income,  property or other taxes, whether levied upon Franchisee, the Unit, Franchisee's property or upon Pretzel Time, in connection with the sales made or business  conducted by Franchisee.  Payment of all such taxes shall be Franchisee's responsibility.

         21.D.    INDEMNIFICATION.

         Franchisee   agrees  to  indemnify   and  hold  Pretzel  Time  and  its subsidiaries,  Affiliates, stockholders,  directors, officers, employees, agents and assignees harmless against, and to reimburse them for, any loss,  liability, judgment  or damages  (actual or  consequential)  and all  reasonable  costs and expenses of  defending  any claim  brought  against any of them or any action in which any of them is named as a party (including, without limitation, reasonable accountants,  attorneys' and expert witness fees, costs of investigation,  court costs, other litigation expenses,  damages to Pretzel Time's reputation and good will, travel expenses) which any of them may suffer,  sustain or incur by reason of, arising from or in connection  with  Franchisee's  ownership or operation of the Unit, unless such loss, liability or damage is only due to the negligence of Pretzel  Time  (or  its  Affiliates,  subsidiaries).  Pretzel  Time's  right  to indemnity  under  this  agreement  shall  arise  notwithstanding  that  joint or concurrent  liability  may be  imposed on Pretzel  Time by  statute,  ordinance, regulation or other law.  Franchisee  acknowledges and agrees that any action or inaction by any third party which is not an  Affiliate of Pretzel Time shall not





be attributable to or constitute negligence of Pretzel Time. The indemnities and assumptions of liabilities and  obligations  herein shall continue in full force and effect  subsequent to and  notwithstanding  the expiration or termination of this Agreement.

         Pretzel Time shall notify Franchisee of any claims and Franchisee shall be given the  opportunity  to assume the  defense of the matter.  If  Franchisee fails to assume the defense  within  three (3) days of notice  thereof,  Pretzel Time may defend the action in the manner reasonably appropriate,  and Franchisee shall pay to Pretzel Time all reasonable  costs,  including  without  limitation attorney's  fees,  court  costs,  expert  witness  fees,  travel  and  telephone expenses, incurred by Pretzel Time in effecting such defense, in addition to any such sum which Pretzel Time may pay by reason of any settlement agreed to by the parties or reasonably  negotiated by Pretzel Time in the event  Franchisee fails to assume the defense, or judgment against Pretzel Time.

         21.E.  INDEPENDENT CONTRACTOR.

         It is understood and agreed by the parties hereto that Franchisee is an independent contractor and is not an agent, partner, joint venturer, or employee of  Pretzel  Time.  Pretzel  Time and  Franchisee  agree  that  nothing  in this Agreement  is  intended  to  create  a  fiduciary   relationship  between  them. Franchisee  shall have no right to bind or obligate  Pretzel Time in any way nor shall he  represent  that he has any right to do so.  Pretzel Time shall have no control over the terms and conditions of employment of Franchisee's employees.

         In all public records and in his  relationship  with other persons,  on stationery, business forms and checks, Franchisee shall indicate his independent ownership of the  franchised  Unit and that he is a franchisee  of Pretzel Time. Franchisee  shall exhibit on the premises in such places as may be designated by Pretzel  Time,  a Pretzel  Time  approved  notice  that the  franchised  Unit is operated by an  independent  operator and not by Pretzel Time or Pretzel  Time's Affiliates,  which operate company owned  franchises.  Franchisee shall take all legal  steps  such as a  fictitious  name  registration  to ensure  Franchisee's independent business status.

22.      PROTECTION OF TRADE SECRETS.

         22.A.  CONFIDENTIAL INFORMATION.

         Pretzel Time  possesses  and will further  develop and acquire  certain confidential  and  proprietary  information  and trade  secrets  relating to the operation  of  Pretzel  Time  Units,  which  includes,  but not  limited  to the following  categories  of  information,  methods,  techniques,  procedures,  and knowledge  developed or to be  developed by Pretzel  Time,  its  consultants  or contractors,  its Affiliates or its designees, and/or franchisees (Confidential Information):

         (1)  methods,   techniques,   equipment,   specifications,   standards,          policies, procedures, information, concepts and systems relating to and          knowledge  of  and  experience  in  the   development,   operation  and          franchising of Pretzel Time Units:

         (2) site selection criteria;

         (3) marketing and promotional programs for Pretzel Time Units;

         (4) recipes, ingredients,  formulas, mixes, spices, seasonings, sauces,          recipes for, and methods for the preparation,  cooking,  and serving of          the Products;

         (5)  techniques,  formats,  specifications,  systems,  procedures,  and          knowledge of and experience in the development and operation of Pretzel          Time Units;

         (6) knowledge of specifications  for and suppliers of certain Products,          materials, supplies, equipment, furnishings and fixtures;

         (7) sales data and information  concerning  inventory  requirements for          Products,  materials and supplies, and specifications for and knowledge          of suppliers of certain materials,  equipment, and fixtures for Pretzel          Time Units;

         (8) employee selection procedures, training and staffing levels;

         (9) Operations Manual and other Manuals prepared by Pretzel Time; and

         (10) information concerning Product sales, operating results, financial          performance and other financial data of Pretzel Time Units.

         Pretzel Time will disclose such parts of the  Confidential  Information as  Pretzel  Time deems  necessary  or  advisable  from time to time in its sole discretion  for the  operation  of a  Pretzel  Time  Unit to  Franchisee  during training, and in guidance and assistance furnished to Franchisee during the term of the Franchise, and Franchisee may learn or otherwise obtain from Pretzel Time additional  Confidential  Information  of  Pretzel  Time  during the term of the Franchise.  Franchisee acknowledges that the foregoing Confidential  Information is highly  confidential.  Franchisee  acknowledges  and agrees  that he will not acquire  any  interest  in  Confidential  Information,  other  than the right to utilize Confidential Information disclosed to Franchisee in the operation of the Pretzel  Time  Unit  during  the  term of this  Agreement,  and  that the use or duplication  of  any  Confidential  Information  in  any  other  business  would constitute an unfair method of competition. Franchisee, including its directors,





officers,  shareholders,  and partners agree(s) that Confidential Information is proprietary,  includes  trade  secrets  of  Pretzel  Time  and is  disclosed  to Franchisee solely on the condition that Franchisee  agrees,  and Franchisee (and its Owners) does hereby agree, that he:

         (1) shall not disclose any  information  pertaining to the Pretzel Time          System,  directly or indirectly,  to any person,  natural or corporate,          without the express prior written  consent of Pretzel Time.  Franchisee          may disclose to its Unit Manager such  information  deemed necessary to          disclose,  provided  such Unit  Manager  has  agreed to  maintain  such          information in confidence in Pretzel Time's  confidentiality  agreement          and Pretzel Time has received such executed agreement  (attached hereto          as Exhibit H);

         (2) Will not use  Confidential  Information  in any other  business  or capacity;

         (3)  Will  maintain  the  absolute   confidentiality   of  Confidential          Information during and after the term of this Agreement;

         (4) Will not make  unauthorized  copies of any portion of  Confidential          Information disclosed in written or other tangible form; and

         (5) Will adopt and implement  all  reasonable  procedures  that Pretzel          Time  prescribes  from  time  to time to  prevent  unauthorized  use or          disclosure of Confidential Information,  including, without limitation,          restrictions on disclosure thereof to his employees.

         This  confidentiality  requirement  shall  not apply in a  judicial  or administrative  proceeding  to the extent  Franchisee  is legally  compelled  to disclose such information,  provided Franchisee shall have used his best efforts and shall have afforded  Pretzel Time the  opportunity  to obtain an appropriate protective order or other assurance satisfactory to Pretzel Time of confidential treatment for the information required to be so disclosed.  This restrictions on Franchisee's  disclosure and use of the Confidential  Information shall also not apply to the  disclosure of  information,  methods,  procedures,  techniques and knowledge which are or become  generally  known in the food service  business in the Territory, other than through disclosure (whether deliberate or inadvertent) by Franchisee.

         Notwithstanding   the  foregoing  and  any  other   provision  of  this Agreement,  Franchisee may use the  Confidential  Information in connection with the operation of other Pretzel Time Units (in addition to the Unit)  pursuant to other Franchise Agreements with Pretzel Time.

         22.B.  DISCLOSURE OF IDEAS AND NEW PROCEDURES.

         Franchisee  shall  fully and  promptly  disclose to Pretzel  Time,  all ideas,  concepts,  methods  and  techniques  relating  to  the  development  and operation  of a dessert or snack food  business  conceived  or  developed by the Franchisee  and/or  Franchisee's  employees  during the term of this  Agreement. Franchisee  agrees and grants to Pretzel Time and its Affiliates a perpetual and worldwide  right to use and  authorize  other  Pretzel  Time Units or other food service businesses  operated by Pretzel Time or its Affiliates,  franchisees and designees  to  use  such  ideas,  recipes,  formulas,   concepts,  methods,  and techniques  relating to the development  and/or  operation of a dessert or snack food business.  If incorporated into the Pretzel Time System for the development and/or operation of Pretzel Time Units, such ideas, recipes, formulas, concepts, methods and techniques  shall become the sole and exclusive  property of Pretzel Time without any further consideration to Franchisee. Pretzel Time shall have no obligation to make any lump sum or on-going  payments to Franchisee with respect to any such idea, concept, method, technique or product.  Franchisee agrees that Franchisee  will not use nor will it allow any other person or entity to use any such concept,  method,  technique or product  without  obtaining  Pretzel Time's prior written approval.

23.      ENFORCEMENT.

         23.A.    UNAVOIDABLE DELAYS.

         Delays in the  performance  of any duties  hereunder  which are not the fault of, and not within the reasonable  preventive control of, the party due to perform,  including but not limited to, fire,  flood,  labor  disputes,  natural disasters, acts of God, civil disorders, riots,  insurrections,  work stoppages, slowdowns or disputes,  or other  similar  events,  shall not cause a default in said  performance,  but the parties shall extend the time of  performance  for a period of time equivalent to the length of delay,  or for such other  reasonable period of time as agreed by the parties.

         23.B.    RIGHTS OF PARTIES ARE CUMULATIVE.

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

         23.C.    WAIVER OF OBLIGATIONS.

         Pretzel Time may by written instrument unilaterally waive or reduce any obligation  of  or  restriction  upon  Franchisee  under  this  Agreement,   and Franchisee may by written instrument unilaterally waive or reduce any obligation of or  restriction  upon  Pretzel  Time under  this  Agreement,  effective  upon delivery of written  notice  thereof to the other or such other  effective  date stated on the notice of waiver.  Whenever this Agreement requires Pretzel Time's





prior  approval  or  consent,  Franchisee  shall make a timely  written  request therefore, and such approval shall be obtained in writing. Pretzel Time makes no warranties  or  guaranties  upon  which  Franchisee  may rely,  and  assumes  no liability or  obligation  to  Franchisee,  by granting  any waiver,  approval or consent to  Franchisee,  or by reason of any  neglect,  delay,  or denial of any request therefore. Any waiver granted by Pretzel Time shall be without prejudice to any other rights Pretzel Time may have, will be subject

to continuing review by Pretzel Time, and may be revoked, in Pretzel Time's sole discretion,  at any  time  and  for  any  reason,  effective  upon  delivery  to Franchisee of ten (10) days' prior written notice.

         23.D.    CONTINUING OBLIGATIONS.

          All  obligations of Pretzel Time and Franchisee  which expressly or by their very nature survive the expiration or termination of this Agreement  shall continue  in  full  force  and  effect  subsequent  to and  notwithstanding  its expiration  or  termination  and until  they are  satisfied  or by their  nature expire.

         23.E.    INVALID OR UNENFORCEABLE PROVISIONS.

         If any provisions of this  Agreement,  or its application to any person or  circumstance,  is deemed  invalid or  unenforceable  by a court of competent jurisdiction,  then the remainder of this  Agreement or the  application of such provision  to other  persons or  circumstances  shall not be  affected  thereby, provided,  however,  that if any provision or application  thereof is invalid or unenforceable,  the court shall  substitute a suitable and  equitable  provision therefore  in order to carry out,  so far as may be valid and  enforceable,  the intent and purpose of the invalid or unenforceable provision.

         If any applicable and binding law or rule of any jurisdiction  requires a  greater  prior  notice  of the  termination  of or  refusal  to enter  into a successor Franchise  Agreement to this Agreement than is required hereunder,  or the  taking of some  other  action  not  required  hereunder,  or if,  under any applicable  and binding law or rule of any  jurisdiction,  any provision of this Agreement  or any  standard or procedure  outlined in the  Operations  Manual is invalid or unenforceable,  the prior notice and/or other action required by such law or rule shall be  substituted  for the  comparable  provisions  hereof,  and Pretzel  Time shall  have the  right,  in its sole  discretion,  to modify  such invalid or unenforceable operations procedure or standard to the extent required to be valid and enforceable.

         23.F.  INJUNCTIVE RELIEF.

         Franchisee  recognizes and  acknowledges the unique value and secondary meaning  attached to the Pretzel Time system,  its  trademarks,  service  marks, standards of operation and Pretzel Time's property.  Franchisee acknowledges and agrees that any noncompliance with the restrictive  covenants  contained herein, including  without  limitation  those provisions  pertaining to  noncompetition, confidentiality  and the improper or  unauthorized  use of Pretzel  Time's Marks will cause  irreparable  damage to Pretzel Time and its franchisees.  Franchisee therefore agrees that should it violate any restrictive covenant, or threaten to breach the  restrictive  covenants,  then Pretzel Time shall be entitled to both permanent  and temporary  injunctive  relief,  without  bond,  from any court of competent  jurisdiction  in addition to any other remedies to which Pretzel Time may be entitled,  at law or in equity,  under this agreement or otherwise  under applicable law.

         23.G.    APPLICABLE LAW.

         Except to the extent governed by the U.S. Trademark Act of 1946 (Lanham Act, 15 U.S.C.  1051 et seq.),  this Agreement,  the other agreements  referred herein,  and the offer and the sale of the  franchise  shall be  governed in all respects  and  aspects  by the  laws of the  Commonwealth  of  Pennsylvania  and expressly  excluding  the laws  pertaining  to the choice of law and conflict of laws.

         23.H.    ENTIRE STATUS OF AGREEMENT.

         This Agreement  contains the entire  agreement of the parties and there are no other oral or written  understandings or agreements  between Pretzel Time and Franchisee  relating to the subject matter of this agreement,  except as set forth in Pretzel  Time's  Offering  Circular  required by Rule under the Federal Trade  Commission  Act, a copy of which has been provided to  Franchisee  and of which   Franchisee   acknowledges   receipt,   there  are  no   representations, inducements, promises, agreements arrangements or undertakings, oral or written, between  the  parties  hereto  other than those set forth and duly  executed  in writing.  No agreement of any kind shall be binding upon either party unless and until the same has been made in writing and duly executed by both parties.

         Upon  acceptance  of this  Agreement  by  Pretzel  Time,  all  previous agreements,  contracts,  arrangements  or  understandings  of any kind,  oral or written,  relative to the franchise granted herein are cancelled, and all claims and demands  thereon are fully  satisfied.  This  agreement,  although  drawn by Pretzel Time,  shall be construed  fairly and reasonable,  and not more strictly against one party than against the other party hereto.

         23.I.    AMENDMENT OF AGREEMENT.

         This  Agreement  shall not be  modified  or  amended  except by written





agreement  executed by both parties hereto.  No oral amendment or waiver will be effective and that this provision cannot be orally amended or waived.  No waiver of default or rights will be effective unless in writing.

         23.J.    HEIRS, SUCCESSORS AND ASSIGNS.

         Subject to the provisions  hereof  relating to transfer and assignment, this Agreement is intended to and does bind the heirs, executors, administrators and successors of any or all of the parties hereto.

         23.K.    CONDITIONS AND CONTINGENCIES.

         The obligations of the parties hereunder are expressly  conditional and contingent  upon the full execution of and performance of all obligations by the parties  under this  Agreement.  This  Agreement is expressly  conditional  upon Franchisee  executing all documents  required by this Agreement  within ten (10) days of receipt of the document.  Failure by Franchisee to execute any documents shall result in the Agreement being null and void.

         In addition during Franchisee's  training,  all documents pertaining to the  franchising of Franchisee as a Pretzel Time Unit shall be held in escrow by Pretzel Time. Title in and to the Pretzel Time Unit shall not pass to Franchisee until  Franchisee  has  been  trained  as  a  Pretzel  Time  franchisee  to  the satisfaction  of Pretzel Time. If Franchisee  fails to  satisfactorily  complete Pretzel Time initial  training,  the appointment of Franchisee as a Pretzel Time franchisee  and the granting of the franchise  business to  Franchisee  shall be null and void, all documents executed between Franchisee and Pretzel Time or its designees with respect to the transaction shall be terminated and cancelled. The Franchisee acknowledges and agrees that no portion of the Franchise fee shall be refunded if Franchisee  fails to complete  Pretzel Time's initial training class to the  satisfaction  of Pretzel Time. If the  Franchisee  completes the initial training to the  satisfaction  of Pretzel  Time,  Pretzel  Time will  provide to Franchisee fully signed copies of the Franchise Agreement.

         It is  understood  and agreed by the parties  that the  granting of the franchise  and all  contracts  and  agreements  entered  into by and between the parties with respect to the Unit are specifically contingent upon the signing of a lease for the Site.  In the event that a lease for the Site cannot be obtained on or before sixty (60) days after  delivery of Pretzel  Time's  approval of the Site at no fault  or delay by  Franchisee,  then all  contracts  and  agreements entered into by Pretzel Time, and  Franchisee  shall become null and void and of no effect,  and all monies  deposited by Franchisee less a nonrefundable  fee of $2,500 shall be refunded.

         23.L.    WAIVER BY PRETZEL TIME.

         No waiver by  Pretzel  Time of any  default  or  failure  to perform by Franchisee,  or of any  breach of the  terms of this  Agreement  or no  failure, refusal or neglect of Pretzel Time to exercise any right,  option or power given it under this Agreement,  shall preclude Pretzel Time from thereafter  requiring strict  compliance or from declaring  this  Agreement and the franchise  granted herein  revoke or  terminated.  The failure of Pretzel  Time to  terminate  this Agreement upon the occurrence of one or more Acts of Default will not constitute a waiver  or  otherwise  affect  the right of  Pretzel  Time to  terminate  this Franchise  because of a continuing or subsequent  failure to cure one or more of the aforesaid events of default or any other default.

         23.M.    COSTS AND EXPENSES OF ENFORCEMENT.

         If a claim  for  amounts  owed by  Franchisee  to  Pretzel  Time or its Affiliates  is  asserted  in any  judicial or  arbitration  proceeding  or later appeal,  or if Pretzel Time is required to enforce the Franchise  Agreement in a judicial or arbitration proceeding or later appeal, the prevailing party will be entitled  to  reimbursement  of its costs  and  expenses,  including  reasonable arbitrators',  accountants'  and  legal  fees,  whether  incurred  prior  to, in preparation for or in contemplation of the filing of any written demand,  claim, action,  hearing or  proceeding  to enforce  the  obligations  of the  Franchise Agreement.  If Pretzel Time incurs  expenses in connection  with your failure to pay when due amounts  owing to Pretzel  Time,  to submit  when due any  reports, information  or  supporting  records or otherwise  to comply with the  Franchise Agreement,  including,  but not limited to legal,  arbitrators'  and  accounting fees, you are required to reimburse Pretzel Time for any such costs and expenses which it incurs.          23.N.    RIGHTS OF PARTIES ARE CUMULATIVE

         THE  RIGHTS  OF  FRANCHISEE  AND  PRETZEL  TIME ARE  CUMULATIVE  AND NO EXERCISE OR  ENFORCEMENT  BY PRETZEL TIME OR  FRANCHISEE  OF ANY RIGHT OR REMEDY HEREUNDER  SHALL  PRECLUDE  THE  EXERCISE  OR  ENFORCEMENT  BY  PRETZEL  TIME OR FRANCHISEE OF ANY OTHER RIGHT OR REMEDY TO WHICH THE PARTY IS ENTITLED.

         23.O.    WAIVER OF JURY TRIAL.

     BOTH PRETZEL TIME AND THE  FRANCHISEE  IRREVOCABLY  WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,  WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER PARTY.  THE PARTIES  FURTHER AGREE THAT NEITHER SHALL DEMAND A JURY TRIAL IN THE EVENT OF LITIGATION.

         23.P.  WAIVER OF PUNITIVE DAMAGES.

         EXCEPT WITH RESPECT TO  FRANCHISEE'S  OBLIGATION  TO INDEMNIFY  PRETZEL TIME, THE PARTIES WAIVE TO THE FULLEST  EXTENT  PERMITTED BY LAW ANY RIGHT TO OR CLAIM FOR ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER AND AGREE THAT, IN THE EVENT OF A DISPUTE  BETWEEN THEM,  THE PARTY MAKING A CLAIM SHALL BE LIMITED TO RECOVERY OF ANY ACTUAL DAMAGES IT SUSTAINS.





         23.Q.  EXCLUSIVE JURISDICTION.

         BOTH PRETZEL TIME AND  FRANCHISEE  AGREE THAT ANY ACTION ARISING OUT OF OR RELATING  TO THIS  AGREEMENT,  INCLUDING  WITHOUT  LIMITATION,  THE OFFER AND GRANTING OF THE FRANCHISE  RIGHTS  HEREUNDER  SHALL BE INSTITUTED AND MAINTAINED ONLY IN A STATE OR FEDERAL  COURT OF  GENERAL  JURISDICTION  IN DAUPHIN  COUNTY, PENNSYLVANIA  OR THE COUNTY IN WHICH PRETZEL TIME MAINTAINS ITS PRINCIPAL  PLACE OF BUSINESS.

         FRANCHISEE  IRREVOCABLY  SUBMITS TO THE  JURISDICTION OF SAID COURT AND WAIVES ANY OBJECTION  FRANCHISEE MAY HAVE TO EITHER THE JURISDICTION OR VENUE OF SUCH COURT.

         23.R.    LIMITATIONS OF CLAIMS

         EXCEPT FOR CLAIMS  BROUGHT BY PRETZEL TIME WITH REGARD TO  FRANCHISEE'S OBLIGATIONS  TO MAKE PAYMENTS TO PRETZEL TIME  PURSUANT TO THIS  AGREEMENT OR TO INDEMNIFY  PRETZEL TIME PURSUANT TO THIS  AGREEMENT,  ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS  AGREEMENT  OR THE  RELATIONSHIP  OF  FRANCHISEE  AND PRETZEL  TIME  PURSUANT TO THIS  AGREEMENT  SHALL BE BARRED  UNLESS AN ACTION IS COMMENCED  WITHIN:  (1) TWO (2)  YEARS  FROM THE DATE ON WHICH  THE ACT OR EVENT GIVING  RISE TO THE  CLAIM  OCCURRED  OR (2) ONE (1) YEAR FROM THE DATE ON WHICH FRANCHISEE  OR  PRETZEL  TIME KNEW OR SHOULD  HAVE  KNOWN,  IN THE  EXERCISE  OF REASONABLE  DILIGENCE OF THE FACTS GIVEN RISE TO SUCH CLAIMS,  WHICHEVER  OCCURS FIRST.

24.      ACKNOWLEDGMENTS AND REPRESENTATIONS.

         Franchisee  acknowledges  that he has read this  Agreement  and that he understands  and accepts the terms,  conditions and covenants  contained in this Agreement as being reasonably  necessary to maintain Pretzel Time's high quality and service and the uniformity of those  standards at all Pretzel Time Units and thereby to protect and preserve the goodwill of the Marks.

         Pretzel Time  disclaims  and  Franchisee  acknowledges  that he has not received or relied upon any representations, promises, guarantees or warranties, expressed  or  implied,  made to induce the  execution  hereof or in  connection herewith which is not expressly contained herein or in the disclosure statement. More specifically,  Franchisee  acknowledges and agrees that no person acting on behalf of Pretzel Time or its affiliated  companies has made any written or oral claim,  statement,  assurance,  promise or projection of any sort  regarding the actual  or  prospective  sales,  earnings,  gross  profit  or net  profit of the franchise,  which is the subject of this agreement.  Franchisee acknowledges and agrees that Pretzel Time's officers, directors, employees and agents act only in a representative  and not in a personal capacity in connection with any of their dealings with  Franchisee.  Franchisee  recognizes that neither Pretzel Time nor any other person can guarantee  Franchisee's success in the franchised business. Franchisee  further  represents  to Pretzel  Time, as an inducement to its entry into this  Agreement,  that all statements in  Franchisee's  application for the Franchise   are  accurate  and  complete  and  that   Franchisee   has  made  no misrepresentations or material omissions in obtaining the franchise.

25.      CONSTRUCTION.

         25.A.    HEADINGS.

         The Section headings  throughout this Agreement are for the convenience and reference only of the parties and their  attorneys,  and the words contained therein shall not be held to expand,  modify,  limit, define,  amplify or aid in the interpretation, construction or meaning of this Agreement.

         25.B.  TERMINOLOGY.

         All terms and words used in this  Agreement,  regardless  of the number and gender in which they are used,  shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine,  feminine, or neuter,  as the  context  or sense of this  Agreement  or any  Section or clause herein may require,  as if such word had been fully and properly  written in the appropriate number and gender.          The  term  Franchisee  as  used  herein  is  applicable  to one or more persons,  a  corporation  or a  partnership,  as the case may be. If two or more persons are at any time Franchisee hereunder,  their obligations and liabilities to  Pretzel  Time  shall be joint and  several.  References  to  Franchisee  and assignee  which are  applicable to an individual or  individuals  shall mean the Owners of  Franchisee or the  assignee,  if the  Franchisee or the assignee is a corporation nor partnership.

         25.C.    COUNTERPARTS.

         This Agreement may be executed in one or more counterparts, any and all of which shall constitute one and the same instrument.

         25.D.  REASONABLENESS.

         Pretzel Time and  Franchisee  agree to act  reasonably  in all dealings with each other pursuant to this Agreement.  Whenever the consent or approval of either party is required or  contemplated,  the party whose  consent is required agrees not to unreasonably  withhold the same,  unless such consent is expressly subject to such party's sole discretion pursuant to the terms of this Agreement. In no event shall Pretzel Time's withholding of consent allow Franchisee a claim for money damages.

26.      SECURITY AGREEMENT.





         26.A.    SECURITY INTEREST.

         In order  to  secure  full and  prompt  payment  of the fees and  other charges to be paid by Franchisee to Pretzel Time,  and to secure  performance of the other  obligations  and covenants to be performed by Franchisee,  under this Agreement,  Franchisee hereby grants Pretzel Time a valid and effectual security interest  in,  lien  upon,  and  right of set off  against  all of  Franchisee's interest  in  the  improvements,  fixtures,  inventory,  goods,  appliances  and equipment now or hereafter owned and located at the Unit (whether annexed to the Premises or not) or used in connection with the business  conducted at the Unit, including,  without in any manner limiting the generality of the foregoing,  all machinery,  materials,  appliances and fixtures for  generating or  distributing air, water, heat,  electricity,  light, fuel or refrigeration,  for ventilating, cooling or sanitary purposes, for the exclusion of vermin or insects and for the removal  of  dust,   refuse  or  garbage;   all   engines,   machinery,   ovens, refrigerators,   freezers,  furnaces,   partitions,  doors,  vaults,  sprinkling systems, light fixtures,  fire hoses, fire brackets,  fire boxes, alarm systems, brackets,  screens,  floor tile,  linoleum,  carpets,  plumbing,  water systems, appliances,  walk-in refrigerator boxes, cabinets,  dishwashers,  stoves, set-up tables,  rolling  counters,   kitchen  ranges,  display  counters  and  shelves, humidified  cabinets,  computers and computer software,  and other equipment and installations;  all other and  further  installations  and  appliances;  all raw materials,   work  in  process,  finished  goods  and  all  inventory;  and  all replacements  thereof,  attachments,   additions  and  accessions  thereto,  and products  and  proceeds  thereof  in any  form,  including  but not  limited  to insurance proceeds and any claims against third parties for loss or damage to or destruction  of any or all of the foregoing  (collectively,  the  Collateral). Without the prior  written  consent of Pretzel Time,  Franchisee  agrees that no lien upon or security  interest in the  Collateral  or any item  thereof will be created or suffered  to be created  and that no lease will be entered  into with respect to any item of Collateral. Franchisee will not sell or otherwise dispose of any item of Collateral,  or remove any Collateral  from the Premises,  unless the same is replaced by a similar item of equal or greater value, and except for the sale of  inventory in the  ordinary  course of  business,  without the prior written  consent  of Pretzel  Time.  Franchisee  agrees to give to Pretzel  Time advance notice in writing of any proposed change in Franchisee's name,  identity or structure and not to make any such change  without the prior written  consent of Pretzel Time and compliance with the provisions of this Agreement. Franchisee agrees  to  execute  for  filing  such  financing  statements  and  continuation statements as Pretzel Time may require from time to time. Pretzel Time agrees to pay all filing  fees,  including  fees for  filing  continuation  statements  in connection with such financing statements.

         26.B.  DEFAULT REMEDIES UNDER U.C.C.

         In the event of a default by Franchisee  under this Agreement,  Pretzel Time  shall  have the  remedies  and rights  available  as a secured  party with respect to the Collateral  under the Uniform  Commercial  Code as in effect from time to time in the  state  where the  premises  are  located.  The grant of the security interest to Franchisee  pursuant to this Section shall not be construed to derogate  from or impair any other rights  which  Pretzel Time may have under this Agreement or otherwise at law or equity.

27.      NOTICES.

         27.A.    DELIVERY OF NOTICES.

         All  written  notices  permitted  or required  to be  delivered  by the provisions  of this  Agreement  or of the  Operations  Manual shall be deemed so delivered to the Franchisee:

         a.   At the time delivered by hand; or

         b.  One  business  day  after  transmission  by  facsimile,   telecopy, telegraph or other electronic system;

         c. One  business  day after being  placed in the hands of a  commercial          carrier service for next business day delivery; or

         d. Three (3) business days after placement in the United States mail by          registered or certified mail, return receipt requested, postage prepaid          and addressed to the party to be notified at the addresses listed below          or the most current  business  address of which the notifying party has          been notified.  If Franchisee  refuses delivery of the same then notice          shall be deemed delivered when refused by Franchisee.

         IF TO PRETZEL TIME:

                  Pretzel Time, Inc.                   Attn:  Martin Lisiewski, CEO                   4800 Linglestown Road, Suite 202                   Harrisburg, Pennsylvania 17112

         WITH COPIES TO:

                  Rashti and Mitchell                   Attorneys at Law                   Attn:  Timothy T. Mitchell                   4422 Ridgeside Drive                   Dallas, Texas 75244





         IF TO FRANCHISEE:

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above.

WITNESSES:                                           PRETZEL TIME, INC.                                                               FRANCHISOR

- -----------------------                                                               BY:

_______________________                           NAME:  ____________________

                                                 TITLE:  _____________________

WITNESSES:                                  FRANCHISEE:                                                   ----------------------------

                                                              BY:

______________________                           NAME:  _____________________

                                                TITLE:

                                              CORPORATE ACKNOWLEDGMENT

STATE OF                                        )                                                      : ' COUNTY OF                                     )

On this _____ day of ___________, 19 __, before me, (Name of Notary)

     the undersigned  officer,  personally appeared and , known personally to me to be the Presidentand Secretary,  respectively, of the above-named corporation, and that  they,  as such  officers,  being  authorized  to do so,  executed  the foregoing  instrument for the purpose therein contained,  by signing the name of the corporation for themselves as such officers.

         IN WITNESS WHEREOF I have hereunto set my hand and official seal.

                                                              (Notary Public)

My Commission Expires:

(Notary Seal)

                INDIVIDUAL OR PARTNERSHIP ACKNOWLEDGMENT

STATE OF                                        )                                                      : ' COUNTY OF                                     )

         On this _____ day of ___________, 19 __, before me,                                 (Name of Notary)

     the undersigned  officer,  personally  appeared to me personally  known and known to me to be the same  person(s)  whose  name(s)  is  (are)  signed  to the foregoing  instrument,  and acknowledged the execution  thereof for the uses and purposes therein set forth.

         IN WITNESS WHEREOF I have hereunto set my hand and official seal.

                                                              (Notary Public)

My Commission Expires:





(Notary Seal)

FRAN.AGT 6.5.96                                FRANCHISE AGREEMENT

                                 By and between

          Pretzel Time, Inc., a Pennsylvania corporation as Franchisor

                                       and

                                  , Franchisee

                                    EXHIBIT C                             TO THE OFFERING CIRCULAR                               OF PRETZEL TIME, INC.

                               FRANCHISE AGREEMENT

                                   Exhibit M

                                    Sublease

           [Substitute 2 page short form - Karen to send Tim the disk] 
Question: 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?

Ex Output:
57501


Ex Input:
Exhibit 1.1

Blue Hills Bancorp, Inc. up to 24,150,000 Shares (subject to increase up to 27,772,500 shares)

SHARES ($0.01 Par Value)

Subscription Price $10.00 Per Share

AGENCY AGREEMENT

May 14, 2014

Keefe, Bruyette & Woods, Inc. 10 South Wacker Drive Investment Banking, Suite 3400 Chicago, Illinois 60606

Ladies and Gentlemen:

Blue Hills Bancorp, Inc. (the Holding Company), a newly formed Maryland corporation, Hyde Park Bancorp, MHC, a Massachusetts­ chartered mutual holding company (the MHC), Hyde Park Bancorp, Inc., a Massachusetts corporation (the Mid­Tier), and Blue Hills Bank, a Massachusetts­chartered stock savings bank (the Bank and together with the Holding Company, the MHC and the Mid­Tier, the Blue Hills Parties), hereby confirm their agreement with Keefe, Bruyette & Woods, Inc. (the Agent) as follows:

Section 1. The Offering. The MHC, in accordance with the plan of conversion as adopted by the Boards of Directors of each of the Blue Hills Parties (the Plan), intends to convert from the current mutual holding company form of organization to a stock holding company form of organization (the Conversion). Pursuant to the Plan, the Holding Company will offer and sell up to 24,150,000 shares (subject to increase up to 27,772,500 shares) of its common stock, $0.01 par value per share (the Shares), in a subscription offering (the Subscription Offering) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of February 28, 2013 (Eligible Account Holders), (2) the Bank's tax­ qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the ESOP), and (3) employees, officers, directors, trustees and corporators of the Bank, the Mid-Tier and the MHC who do not have a higher priority to purchase stock. Subject to the prior subscription rights of the above­listed parties, the Holding Company may offer for sale in a direct community offering (the Community Offering and when referred to together with or subsequent to the Subscription Offering, the Subscription and Community Offering) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the local community as defined in the Plan, and thereafter to cover orders of other members of the general public. It is anticipated that Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the Syndicated Community Offering) or to certain members of the general public in a firm commitment underwritten offering (the Underwritten Offering) with the Agent acting as sole book­running manager (the Underwritten Offering, Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the Offering). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any order received in the Community Offering or Syndicated Community Offering.





The Holding Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1 (File No. 333­194486) (the Registration Statement), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 (the 1933 Act), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term Registration Statement shall include all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the Prospectus, except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the 1933 Act Regulations) differing from the prospectus on file at the time the Registration Statement initially became effective, the term Prospectus shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the Massachusetts Regulations), the MHC has filed the Plan with the Massachusetts Division of Banks (the Division) and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the Massachusetts Conversion Application), including copies of the MHC's Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion (the Information Statement), the Appraisal, and the Prospectus.

In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the FRB) an Application to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y­3 (the Holding Company Application) to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the BHCA), as in effect at the time and the FRB has approved the Holding Company Application. The Massachusetts Conversion Application and the Holding Company Application are collectively referred to herein as the Applications.

Section 2. Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Blue Hills Parties hereby appoint the Agent as their exclusive financial advisor and conversion agent (i) to utilize its best efforts to solicit subscriptions for Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation or to act as sole book-running manager in the Underwritten Offering (if necessary).

On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Blue Hills Parties as to the matters set forth in the letter agreements, dated October 7, 2013, among the MHC, the Mid-Tier, the Bank and the Agent (a copy of each of which is attached hereto as Exhibit A and Exhibit B). It is acknowledged by the Blue Hills Parties that the Agent shall not be required to purchase any Shares in the Subscription Offering, Community Offering, and Syndicated Community Offering or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders.

2





The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering, unless extended (the End Date). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Blue Hills Parties and the Agent may agree to renew this Agreement under mutually acceptable terms.

In the event the Holding Company is unable to sell a minimum of 17,850,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (e) below.

The Agent shall receive the following compensation for its services hereunder:

(a) A management fee of $50,000 payable in four installments of $12,500 on the first day of October 2013, December 2013, March 2014 and June 2014. Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred.

(b) A Success Fee of 0.85% shall be paid based on the aggregate purchase price of the Shares sold in the Subscription Offering and the Community Offering excluding shares purchased by the Blue Hills Parties' officers, directors, trustees or employees (or members of their immediate family) plus any ESOP, tax-qualified or stock based compensation plans or similar plan created by the Blue Hills Parties for some or all of their directors or employees or by the foundation (or any shares contributed to the foundation). The Management Fee described in Section 2(a) above will be credited against the Success Fee paid pursuant to this paragraph.

(c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 5.25% of the aggregate Purchase Price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company.

(d) The Holding Company may engage Agent to offer the Shares to certain members of the general public in the Underwritten Offering with Agent acting as sole book-running manager. In the event that Agent sells Shares in the Underwritten Offering, the underwriting discount will equal 5.25% of the aggregate Purchase Price of the Shares sold in the Underwritten Offering to Agent and to any other broker-dealer participating as an underwriter in the Underwritten Offering.

3





(e) If, as a result of any resolicitation of subscribers undertaken by the Holding Company, the Agent reasonably determines that it is required or requested to provide significant services, the Agent will be entitled to additional compensation for such services, which additional compensation will not exceed $50,000.

(f) The Holding Company shall reimburse the Agent for its reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers, etc. not to exceed $25,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $100,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the Offering, including in the event of a material delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its additional expenses up to a maximum of $10,000 in the case of additional out-of-pocket expenses of the Agent, and up to an additional $25,000 in the case of additional fees and expenses of the Agent's counsel. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (FINRA) filing and registration fees; the fees of the Holding Company's accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the Conversion and Offering; and the fees set forth under this Section 2.

Conversion Agent Services. The Agent shall also receive a fee of $50,000 for certain conversion agent services set forth in the letter agreement, dated October 7, 2013, among the MHC, the Mid-Tier, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $10,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services not to exceed $25,000 without the consent of the Blue Hills Parties. However, in the event of unusual circumstances, delays or a re-solicitation in connection with the offering, the total fees paid to the Agent may be increased by an additional amount not to exceed $10,000.

Section 3. Sale and Delivery of Shares. If all conditions precedent to the consummation of the Conversion, including without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Holding Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date against payment to the Holding Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Holding Company until the conditions specified in Section 8 hereof shall have been complied with to the reasonable satisfaction of the Agent or its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Blue Hills Parties and the Agent as set forth in Section 14. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions as provided by the Holding Company to the Holding Company's registrar and transfer agent. The date upon which the Holding Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the Closing Date.

Section 4. Representations and Warranties of the Blue Hills Parties. The Blue Hills Parties, jointly and severally, represent and warrant to and agree with the Agent as follows:

(a) The Registration Statement, which was prepared by the Blue Hills Parties and filed with the Commission, has been declared effective by the Commission, no stop order has been issued with respect thereto and no proceedings therefor have been initiated or, to the knowledge of the Blue Hills Parties, threatened by the Commission. At the time the Registration Statement, including the Prospectus contained therein (including any amendment or supplement), became effective, at the Applicable Time

4





(as defined in Section 4(c) hereof) and at the Closing Date, the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), and any information regarding the Blue Hills Parties contained in Sales Information (as such term is defined in Section 9 hereof) authorized by the Blue Hills Parties for use in connection with the Offering, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and at the time any Rule 424(b) or (c) Prospectus is filed with the Commission and at the Closing Date referred to in Section 3 hereof, the Prospectus (including any amendment or supplement thereto) and any information regarding the Holding Company contained in Sales Information (as such term is defined in Section 9 hereof) authorized by the Holding Company for use in connection with the Offering contains all statements that are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 4(a) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Holding Company by the Agent or its counsel expressly regarding the Agent for use in the Prospectus (the Agent Information, which the Blue Hills Parties acknowledge appears only in the first sentence of the second paragraph under the caption The Conversion; Plan of Distribution—Marketing and Distribution; Compensation in the Prospectus).

(b) None of the Blue Hills Parties has directly or indirectly distributed or otherwise used and will not directly or indirectly distribute or otherwise use any prospectus, any free writing prospectus (as defined in Rule 405 of the 1933 Act Regulations) or other offering material (including, without limitation, content on the Holding Company's website that may be deemed to be a prospectus, free writing prospectus or other offering material) in connection with the offering and sale of the Shares other than any Permitted Free Writing Prospectus or the Prospectus or other materials permitted by the 1933 Act and the 1933 Act Regulations distributed by the Holding Company and reviewed and approved in advance for distribution by the Agent. The Holding Company has not, directly or indirectly, prepared or used and will not directly or indirectly, prepare or use, any Permitted Free Writing Prospectus except in compliance with the filing and other requirements of Rules 164 and 433 of the 1933 Act Regulations; assuming that such Permitted Free Writing Prospectus is so sent or given after the Registration Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule 433(d) under the Act, filed with the Commission), the sending or giving, by the Agent, of any Permitted Free Writing Prospectus will satisfy the provisions of Rules 164 and 433 (without reliance on subsections (b), (c) and (d) for Rule 164); and the Holding Company is not an ineligible issuer (as defined in Rule 405 of the 1933 Act Regulations) as of the eligibility determination date for purposes of Rules 164 and 433 of the 1933 Act Regulations with respect to the offering of the Shares or otherwise precluded under Rule 164 from using free writing prospectuses in connection with the offering of the Shares.

(c) As of the Applicable Time (as defined below), neither (i) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Applicable Time and the Statutory Prospectus, all considered together (collectively, the General Disclosure Package), nor (ii) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the Registration Statement relating to the offered Shares or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Holding Company by the Agent specifically for use therein. As used in this paragraph and elsewhere in this Agreement:

1. Applicable Time means each and every date when a potential purchaser submitted a subscription or otherwise committed to purchase Shares.

5





2. Statutory Prospectus, as of any time, means the Prospectus relating to the offered Shares that is included in the Registration Statement relating to the offered Shares immediately prior to the Applicable Time, including any document incorporated by reference therein.

3. Issuer­Represented Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433(h) of the 1933 Act Regulations, relating to the offered Shares in the form filed or required to be filed or, if not required to be filed, in the form retained in the Holding Company's records pursuant to Rule 433(g) under the 1933 Act Regulations. The term does not include any writing exempted from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the 1933 Act, without regard to Rule 172 or Rule 173 of the 1933 Act Regulations.

4. Issuer­Represented General Free Writing Prospectus means any Issuer­Represented Free Writing Prospectus that is intended for general distribution to prospective investors.

5. Issuer­Represented Limited­Use Free Writing Prospectus means any Issuer­Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any bona fide electronic road show, as defined in Rule 433 of the 1933 Act Regulations, that is made available without restriction pursuant to Rule 433(d)(8)(ii) of the 1933 Act Regulations or otherwise, even though not required to be filed with the Commission.

6. Permitted Free Writing Prospectus means any free writing prospectus as defined in Rule 405 of the 1933 Act Regulations that is consented to by the Holding Company, the Bank and the Agent.

(d) Each Issuer-Represented Free Writing Prospectus, as of its date of first use and at all subsequent times through the completion of the Offering and sale of the offered Shares or until any earlier date that the Holding Company notified or notifies the Agent (as described in the next sentence), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement. If at any time following the date of first use of an Issuer-Represented Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer-Represented Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the offered Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Holding Company has notified or will notify promptly the Agent so that any use of such Issuer-Represented Free-Writing Prospectus may cease until it is amended or supplemented and the Holding Company has promptly amended or will promptly amend or supplement such Issuer-Represented Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Holding Company by the Agent specifically for use therein.

6





(e) The Holding Company has filed the Holding Company Application with the FRB and has published notice of such filing and the Holding Company Application is accurate and complete in all material respects. The Holding Company has received written notice from the FRB of its approval of the acquisition of the Bank, such approval remains in full force and effect and no order has been issued by the FRB suspending or revoking such approval and no proceedings therefor have been initiated or, to the knowledge of the Blue Hills Parties, threatened by the FRB or any other applicable regulator. At the date of such approval, the Holding Company Application complied in all material respects with the applicable provisions of the BHCA and the regulations promulgated thereunder, except as the FRB or any other applicable regulator has expressly waived such regulations in writing.

(f) The MHC has filed the Massachusetts Conversion Application with the Division and the Massachusetts Conversion Application is accurate and complete in all material respects. The MHC has received written notice from the Division of its approval of the Prospectus, order form and marketing materials for use in the Offering, such approval remains in full force and effect and no order has been issued by the Division suspending or revoking such approval and no proceedings therefor have been initiated or, to the knowledge of the Blue Hills Parties, threatened by the Division. On the Closing Date, the MHC will have received written notice from the Division of its approval of the Conversion, and no order will have been issued by the Division suspending or revoking such approval and no proceedings therefor will have been initiated or, to the knowledge of the Blue Hills Parties, threatened by the Division. At the date of the applicable approval, the Prospectus, order form and marketing materials for use in the Offering and the Massachusetts Conversion Application complied in all material respects with the applicable provisions of the Massachusetts Regulations, except as the Division or any other applicable regulator has expressly waived such Massachusetts Regulations in writing.

(g) The Blue Hills Parties have filed the Prospectus and any supplemental sales literature with the Commission, the FRB, the Division and any other applicable regulator. The Prospectus, the Information Statement and all supplemental sales literature, as of the date the Registration Statement became effective and on the Closing Date referred to in Section 3, complied and will comply in all material respects with the applicable requirements of the 1933 Act Regulations, the Massachusetts Regulations and, at or prior to the time of their first use, will have received all required authorizations of the Division and the Commission and any other applicable regulator for use in final form. No approval of any other regulatory or supervisory or other public authority is required in connection with the distribution of the Prospectus, the Information Statement and any supplemental sales literature that has not been obtained and a copy of which has been delivered to the Agent. The Holding Company and the Bank have not distributed any offering material in connection with the Offering except for the Prospectus, the Information Statement and any supplemental sales material that has been filed with the Registration Statement and the Applications and authorized for use by the Commission, the FRB and the Division, or any other applicable regulator. The information contained in the supplemental sales material filed as an exhibit to both the Registration Statement and the Applications does not conflict in any material respects with information contained in the Registration Statement and the Prospectus.

(h) The Plan has been adopted by the Boards of Directors of the Blue Hills Parties, and the offer and sale of the Shares will have been conducted in all material respects in accordance with the Plan, the Massachusetts Regulations (except to the extent waived or otherwise approved by the Division) and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Offering imposed upon the Blue Hills Parties by the Division, the Commission, or any other regulatory authority and in the manner described in the Prospectus. To the best knowledge of the Blue Hills Parties, no person has sought to obtain review of the final action of the Division or any other applicable regulator in approving the Conversion.

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(i) The Bank has been duly organized and validly existing as a Massachusetts-chartered stock savings bank and upon completion of the Conversion will continue to be a duly organized and validly existing Massachusetts-chartered savings bank in stock form, in both instances duly authorized to conduct its business and own its property as described in the Registration Statement and the Prospectus; the Bank has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business, except those that individually or in the aggregate would not have a material adverse effect on the conduct of the business, financial condition, results of operations, affairs or prospects of the Blue Hills Parties, taken as a whole (a Material Adverse Effect); all such licenses, permits and governmental authorizations are in full force and effect, and the Bank is in compliance with all laws, rules, regulations and orders applicable to the operation of its business, except where failure to be in compliance would not have a Material Adverse Effect; the Bank is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership of property or leasing of property or the conduct of its business requires such qualification, unless the failure to be so qualified in one or more of such jurisdictions would not have a Material Adverse Effect. The Bank does not own equity securities or any equity interest in any other business enterprise except as described in the Prospectus or as would not be material to the operations of the Blue Hills Parties, taken as a whole. Following completion of the Conversion and the Offering, the authorized capital stock of the Bank will consist of 10,000 shares of common stock, par value $1.00 per share (the Bank Common Stock), of which 5,000 shares of Bank Common Stock are issued and outstanding as of the date hereof; the issued and outstanding shares of Bank Common Stock have been duly authorized and validly issued and are fully paid and non-assessable and following completion of the Conversion, will be owned directly by the Holding Company free and clear of any security interest, mortgage, pledge, lien, encumbrances or legal or equitable claim; the terms and provisions of the Bank Common Stock conform to all statements thereto contained in the Prospectus. The Conversion will be effected in all material respects in accordance with all applicable statutes, regulations, decisions and orders; and, except with respect to the filing of certain post-sale, post- Conversion reports, and documents in compliance with the 1933 Act, the Massachusetts Regulations or letters of approval, at the Closing Date, all terms, conditions, requirements and provisions with respect to the Conversion imposed by the Commission, the FRB and the Division or any other applicable regulator, if any, will have been complied with by the Blue Hills Parties in all material respects or appropriate waivers will have been obtained and all applicable notice and waiting periods will have been satisfied, waived or elapsed.

(j) The Holding Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Maryland with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and the Holding Company is, and at the Closing Date will be, qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect. The Holding Company has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business except those that individually or in the aggregate would not have a Material Adverse Effect; all such licenses, permits and governmental authorizations are in full force and effect, and the Holding Company is in all material respects complying therewith and with all laws, rules, regulations and orders applicable to the operation of its business. There are no outstanding warrants or options to purchase any securities of the Holding Company.

(k) The MHC is duly organized, validly existing and in good standing as a mutual holding company organized under the laws of the Commonwealth of Massachusetts with full corporate power and authority to own and operate its properties and to conduct its business as described in the

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Registration Statement and the Prospectus and, at the Closing Date, the corporate existence of the MHC will cease to exist. The MHC has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business except those that individually or in the aggregate would not have a Material Adverse Effect; all such licenses, permits and governmental authorizations are in full force and effect, and the MHC is in all material respects complying therewith and with all laws, rules, regulations and orders applicable to the operations of its business.

(l) The MHC has no capital stock.

(m) The Mid-Tier is duly organized, validly existing and in good standing as a corporation organized under the laws of the Commonwealth of Massachusetts with full corporate power and authority to own and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and, at the Closing Date, the corporate existence of the Mid-Tier will cease to exist. The Mid-Tier has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business except those that individually or in the aggregate would not have a Material Adverse Effect; all such licenses, permits and governmental authorizations are in full force and effect, and the Mid-Tier is in all material respects complying therewith and with all laws, rules, regulations and orders applicable to the operations of its business. Immediately prior to the completion of the Conversion and the Offerings, the authorized capital stock of the Mid-Tier will consist solely of 275,000 shares of common stock, no par value, of which 1,000 shares will be issued and outstanding and held by the MHC, and 50,000 shares of preferred stock, no par value. As of the date hereof, 18,724 shares of Senior Non-Cumulative Perpetual Preferred Stock, Series A are issued and outstanding and held by The Secretary of the Treasury and no other shares of preferred stock will be issued or outstanding immediately prior to the completion of the Conversion and the Offerings.

(n) Except as described in the Prospectus there are no contractual encumbrances or restrictions or requirements or legal restrictions or requirements required to be described therein, on the ability of any of the Blue Hills Parties, (A) to pay dividends or make any other distributions on its capital stock or to pay any indebtedness owed to another party, (B) to make any loans or advances to, or investments in, another party or (C) to transfer any of its property or assets to another party. Except as described in the Prospectus, there are no restrictions, encumbrances or requirements affecting the payment of dividends or the making of any other distributions on any of the capital stock of the Holding Company.

(o) The Bank has properly administered all accounts for which it acts as a fiduciary, including but not limited to accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state and federal law and regulation, except where the failure to do so would not have a Material Adverse Effect. Neither the Bank, nor any of its respective directors, officers or employees has committed any material breach of trust with respect to any such fiduciary account, and the accountings for each such fiduciary account are true and correct in all material respects and accurately reflect the assets of such fiduciary account in all material respects.

(p) The Bank is a member in good standing of the Federal Home Loan Bank of Boston (FHLBB). The deposit accounts of the Bank are insured by the FDIC up to the applicable limits, and upon consummation of the Conversion, the liquidation accounts for the benefit of Eligible Account Holders will be duly established in accordance with the requirements of the Massachusetts Regulations. No proceedings for the termination or revocation of such insurance are pending or, to the best knowledge of the Blue Hills Parties, threatened.

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(q) The Blue Hills Parties have good and marketable title to all real property and good title to all other assets material to the business of the Blue Hills Parties, taken as a whole, and to those properties and assets described in the Registration Statement and Prospectus as owned by them, free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the Registration Statement and Prospectus or as are not material to the business of the Blue Hills Parties, taken as a whole; and all of the leases and subleases material to the business of the Blue Hills Parties, taken as a whole, under which the Blue Hills Parties hold properties, including those described in the Registration Statement and Prospectus, are in full force and effect.

(r) The Holding Company has received an opinion of its special counsel, Luse Gorman Pomerenk & Schick, P.C. (Luse Gorman), with respect to the legality of the Shares to be issued and the federal income tax consequences of the Conversion and the opinion of Wolf & Co., P.C., with respect to the Massachusetts state income tax consequences of the Conversion, copies of which are filed as exhibits to the Registration Statement; all material aspects of such opinions are accurately summarized in the Registration Statement and the Prospectus. The facts upon which such opinions are based are truthful, accurate and complete in all material respects. None of Blue Hills Parties has taken or will take any action inconsistent therewith.

(s) Each of the Blue Hills Parties has all such power, authority, authorizations, approvals and orders as may be required to enter into this Agreement, to carry out the provisions and conditions hereof and to issue and sell the Shares to be sold by the Holding Company as provided herein and as described in the Prospectus, subject to approval or confirmation by the Division or any other applicable regulator of the final Appraisal. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated have been duly and validly authorized by all necessary corporate action on the part of each of the Blue Hills Parties. This Agreement has been validly executed and delivered by each of the Blue Hills Parties and, assuming due execution and delivery by the Agent, is the valid, legal and binding agreement of each of the Blue Hills Parties enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or the rights of creditors of bank holding companies, the accounts of whose subsidiaries are insured by the FDIC, or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 9 and 10 hereof may be unenforceable as against public policy or pursuant to applicable Federal law and the rules and regulations of the FRB).

(t) None of the Blue Hills Parties is in violation of any directive received from the FRB, the Division or the FDIC to make any material change in the method of conducting its business so as to comply in all material respects with all applicable statutes and regulations (including, without limitation, regulations, decisions, directives and orders of the FRB, the Division or the FDIC) and, except as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus, there is no suit or proceeding or charge or action before or by any court, regulatory authority or governmental agency or body, pending or, to the knowledge of any of the Blue Hills Parties, threatened, which might materially and adversely affect the Offering, or which might result in any Material Adverse Effect.

(u) The consolidated financial statements, schedules and notes related thereto which are included in the General Disclosure Package and the Prospectus fairly present the balance sheet, income statement, statement of changes in equity capital and statement of cash flows of the MHC on a consolidated basis at the respective dates indicated and for the respective periods covered thereby and comply as to form in all material respects with the applicable accounting requirements of the 1933 Act Regulations and Title 12 of the Code of Federal Regulations. Such consolidated financial statements,

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schedules and notes related thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) consistently applied through the periods involved, present fairly in all material respects the information required to be stated therein and are consistent with the most recent financial statements and other reports filed by the Blue Hills Parties with the Division, the FDIC and the FRB, except that accounting principles employed in such regulatory filings conform to the requirements of the Division, the FDIC and the FRB and not necessarily to GAAP. The other financial, statistical and pro forma information and related notes included in the Prospectus present fairly the information shown therein on a basis consistent with the audited and unaudited consolidated financial statements of the Blue Hills Parties included in the Prospectus, and as to the pro forma adjustments, the adjustments made therein have been properly applied on the basis described therein.

(v) The Blue Hills Parties carry, or are covered by, insurance in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties as is customary for companies engaged in a similar industry.

(w) Since the respective dates as of which information is given in the Registration Statement including the Prospectus and except as disclosed in the General Disclosure Package and the Prospectus: (i) there has not been any material adverse change, financial or otherwise, in the condition of the Blue Hills Parties and their subsidiaries, considered as one enterprise, or in the earnings, capital, properties, business or prospects of the Blue Hills Parties and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; (ii) there has not been any material increase in the long­term debt of any of the Blue Hills Parties or in the principal amount of the Blue Hills Parties' consolidated assets which are classified by any of such entities as impaired, substandard, doubtful or loss or in loans past due 90 days or more or real estate acquired by foreclosure, by deed-in-lieu of foreclosure or deemed in-substance foreclosure or any material decrease in equity capital or total assets of any of the Blue Hills Parties; nor has any of the Blue Hills Parties issued any securities (other than in connection with the incorporation of the Holding Company) or incurred any liability or obligation for borrowing other than in the ordinary course of business; (iii) there have not been any material transactions entered into by the Blue Hills Parties; (iv) there has been no material adverse change in any of the Blue Hills Parties' relationship with its insurance carriers, including, without limitation, cancellation or other termination of any of the Blue Hills Parties' fidelity bond or any other type of insurance coverage; (v) there has been no material change in management of any of the Blue Hills Parties; (vi) none of the Blue Hills Parties has sustained any material loss or interference with its respective business or properties from fire, flood, windstorm, earthquake, accident or other calamity, whether or not covered by insurance; (vii) none of the Blue Hills Parties has defaulted in the payment of principal or interest on any outstanding debt obligations; (viii) the capitalization, liabilities, assets, properties and business of the Blue Hills Parties conform in all material respects to the descriptions thereof contained in the General Disclosure Package and the Prospectus; and (ix) none of the Blue Hills Parties has any material liabilities, contingent or otherwise, except as set forth in the Prospectus.

(x) None of the Blue Hills Parties is (i) in violation of their respective articles, charters, organizational certificates or bylaws (and none of the Blue Hills Parties will be in violation of its articles of incorporation, charters, organizational certificates or bylaws upon completion of the Conversion), or (ii) in default (nor has any event occurred which, with notice or lapse of time or both, would constitute a defect) in the performance or observance of any obligation, agreement, covenant, or condition contained in any contract, lease, loan agreement, indenture, mortgage, or other instrument to which it is a party or by which it or any of its property may be bound, or to which any of the property or assets of the Blue Hills Parties is subject, except for defaults that would not, individually or in the aggregate, have a Material Adverse Effect, and there are no contracts or documents of the Blue Hills Parties that are required to be filed as exhibits to the Registration Statement or the Applications that have

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not been so filed. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not: (i) conflict with or constitute a breach of, or default under, or result in the creation of any lien, charge or encumbrance upon any of the assets of any of the Blue Hills Parties pursuant to the respective articles of incorporation, charters or bylaws of the Blue Hills Parties or any contract, lease or other instrument in which the Blue Hills Parties has a beneficial interest, or any applicable law, rule, regulation or order; (ii) violate any authorization, approval, judgment, decree, order, statute, rule or regulation applicable to any of the Blue Hills Parties; or (iii) result in the creation of any material lien, charge or encumbrance upon any property of the Blue Hills Parties.

(y) All documents made available or delivered by, or to be made available to or delivered by the Blue Hills Parties or their representatives in connection with the issuance and sale of the Shares, including records of account holders and depositors of the Bank, or in connection with the Agent's exercise of due diligence, except for those documents which were prepared by parties other than the Blue Hills Parties or their representatives, were on the dates on which they were delivered, or will be on the dates on which they are to be delivered, true, complete and correct in all material respects.

(z) Upon consummation of the Conversion, the authorized, issued and outstanding equity capital of the Holding Company will be within the range set forth in the General Disclosure Package and the Prospectus under the caption Capitalization, and no Shares have been or will be issued and outstanding prior to the Closing Date; the Shares will have been duly and validly authorized for issuance and, when issued and delivered by the Holding Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan and in the Prospectus, will be duly and validly issued, fully paid and non-assessable, except for shares purchased by the ESOP with funds borrowed from the Holding Company to the extent payment therefor in cash has not been received by the Holding Company; except to the extent that subscription rights and priorities pursuant thereto exist pursuant to the Plan, no preemptive rights exist with respect to the Shares; and the terms and provisions of the Shares will conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. On the Closing Date, the Shares will have been approved for listing on the Nasdaq Global Stock Market, subject to issuance. Upon the issuance of the Shares, good title to the Shares will be transferred from the Holding Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third-party claimants.

(aa) No default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default on the part of any of the Blue Hills Parties in the due performance and observance of any term, covenant, agreement, obligation, representation, warranty or condition of any indenture, mortgage, deed of trust, note, bank loan or credit agreement, lease, license, permit or any other instrument or agreement to which the Blue Hills Parties is a party or by which any of them or any of their respective property is bound or affected which, in any such case, could have, individually or in the aggregate with other breaches, violations or defaults, a Material Adverse Effect; each of such agreements is in full force and effect and is the legal, valid and binding agreement of the applicable party and the other parties thereto, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity and no other party to any such agreement has instituted or, to the knowledge of the Blue Hills Parties, threatened any action or proceeding wherein any of the Blue Hills Parties or any subsidiary thereof would or might be alleged to be in default thereunder where such action or proceeding, if determined adversely to the Blue Hills Parties, would have a Material Adverse Effect. There are no contracts or documents that are required to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus which are not so filed or described as required, and such contracts and documents as are summarized in the Registration Statement, the Prospectus, and any Permitted Free Writing Prospectus are fairly summarized in all material respects. No party has sent or received any notice indicating the

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termination of or intention to terminate any of the contracts or agreements referred to or described in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus, or filed as an exhibit to the Registration Statement, and, to the knowledge of the Blue Hills Parties, no such termination has been threatened by any party to any such contract or agreement.

(bb) Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise may be indicated or contemplated in the Registration Statement, none of the Blue Hills Parties has or will have issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources indicated in the Prospectus in the ordinary course of its business.

(cc) Except for the Savings Banks Employees Retirement Association Pension Plan and those plans set forth on Schedule 4(cc), none of the Blue Hills Parties maintains any pension plan, as defined in the Employee Retirement Income Security Act of 1974, as amended (ERISA). In addition, (A) the employee benefit plans, including employee welfare benefit plans, of the Blue Hills Parties (the Employee Plans) have been operated in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the Code), all regulations, rulings and announcements promulgated or issued thereunder and all other applicable laws and governmental regulations, (B) no reportable event under Section 4043(c) of ERISA has occurred with respect to any Employee Plan of the Blue Hills Parties for which the reporting requirements have not been waived by the Pension Benefit Guaranty Corporation, (C) no prohibited transaction under Section 406 of ERISA, for which an exemption does not apply, has occurred with respect to any Employee Plan of the Blue Hills Parties and (D) all Employee Plans that are group health plans have been operated in compliance with the group health plan continuation coverage requirements of Section 4980B of the Code, except to the extent such noncompliance, reportable event or prohibited transaction would not have, individually or in the aggregate, a Material Adverse Effect. There are no pending or, to the knowledge of the Blue Hills Parties, threatened, claims by or on behalf of any Employee Plan, by any employee or beneficiary covered under any such Employee Plan or by any governmental authority, or otherwise involving such Employee Plans or any of their respective fiduciaries (other than for routine claims for benefits).

(dd) No approval of any regulatory or supervisory or other public authority is required in connection with the execution and delivery of this Agreement or the issuance of the Shares, except for action by the Commission declaring the Registration Statement effective, and approval by the FRB, the Division and any necessary qualification, notification, registration or exemption under the securities or blue sky laws of the various states in which the Shares are to be offered, and except as may be required under the rules and regulations of the FINRA.

(ee) Wolf & Co., P.C., which has certified the audited consolidated financial statements of the MHC included in the Prospectus, has advised the Blue Hills Parties in writing that they are, with respect to the Blue Hills Parties, independent registered public accountants within the applicable rules of the Public Company Accounting Oversight Board (United States).

(ff) RP Financial LC, which has prepared the Appraisal, has advised the Blue Hills Parties in writing that it is independent of the Blue Hills Parties within the meaning of the Massachusetts Regulations and is believed by the Blue Hills Parties to be experienced and expert in the valuation and the appraisal of business entities, including savings banks, and the Blue Hills Parties believe that RP Financial LC has prepared the pricing information set forth in the Prospectus in accordance with the requirements of the Massachusetts Regulations.

(gg) The Blue Hills Parties have timely filed or extended all required federal, state and local income and franchise tax returns required to be filed; the Blue Hills Parties have timely paid all

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taxes that have become due and payable in respect of such returns and no deficiency has been asserted with respect thereto by any taxing authority. The Blue Hills Parties have no knowledge of any tax deficiency which has been or might be assessed against them which, if subject to an unfavorable decision, ruling or finding, could have, individually or in the aggregate with other tax deficiencies, a Material Adverse Effect. All material tax liabilities have been adequately provided for in the financial statements of the Blue Hills Parties in accordance with GAAP. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement by the Holding Company or with the issuance or sale by the Holding Company of the Shares.

(hh) Each of the Blue Hills Parties is in compliance in all material respects with the applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder. The Bank has established compliance programs and is in compliance in all material respects with the requirements of the USA PATRIOT Act and all applicable regulations promulgated thereunder, and, except as disclosed in the Prospectus, there is no charge, investigation, action, suit or proceeding before any court, regulatory authority or governmental entity or body pending or, to the knowledge of the Blue Hills Parties, threatened regarding the Bank's compliance with the USA PATRIOT Act or any regulations promulgated thereunder.

(ii) All Sales Information (as defined in Section 9(a)) used by the Holding Company in connection with the Conversion that is required by the Division to be filed has been filed with and approved by the Division or any other applicable regulator.

(jj) Except for the loan to the ESOP by the Holding Company or a subsidiary of the Holding Company, to the knowledge of the Blue Hills Parties, none of the Blue Hills Parties or the employees of the Blue Hills Parties has made any payment of funds as a loan for the purchase of the Shares or made any other payment of funds prohibited by law, and no funds have been set aside to be used for any payment prohibited by law.

(kk) None of the Blue Hills Parties has: (i) issued any securities within the last 18 months (except for notes to evidence bank loans and reverse repurchase agreements or other liabilities in the ordinary course of business or as described in the Prospectus); (ii) had any material dealings within the 12 months prior to the date hereof with any member of the FINRA, or any person related to or associated with such member, other than discussions and meetings relating to the proposed Offering and routine purchases and sales of United States government and agency and other securities in the ordinary course of business; (iii) entered into a financial or management consulting agreement except as contemplated hereunder; and (iv) engaged any intermediary between the Agent and the Holding Company or the Bank in connection with the offering of the Shares, and no person is being compensated in any manner for such service.

(ll) The Blue Hills Parties have not relied upon the Agent or its legal counsel for any legal, tax or accounting advice in connection with the Conversion.

(mm) The records used by the Blue Hills Parties to determine the identities of Eligible Account Holders and employees, officers, directors, trustees and corporators of the Bank, the Mid-Tier and the MHC are accurate and complete in all material respects.

(nn) None of the Blue Hills Parties is or intends to conduct business in a manner which would cause it to become an investment company, an entity controlled by an investment company or an investment adviser within the meaning of the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended.

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(oo) None of the Blue Hills Parties or any properties owned or operated by any of the Blue Hills Parties, is in violation of or liable under any Environmental Law (as defined below), except for such violations or liabilities that, individually or in the aggregate, would not have a Material Adverse Effect. There are no actions, suits or proceedings, or demands, claims, notices or investigations (including, without limitation, notices, demand letters or requests for information from any environmental agency) instituted or pending or, to the knowledge of the Blue Hills Parties, threatened relating to the liability of any property owned or operated by the Blue Hills Parties under any Environmental Law. To the knowledge of the Blue Hills Parties, there are no events or circumstances that could form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Blue Hills Parties relating to any Environmental Law. For purposes of this subsection, the term Environmental Law means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any regulatory authority relating to (i) the protection, preservation or restoration of the environment (including, without limitation, air, water, vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, whether by type or by quantity, including any material containing any such substance as a component.

(pp) The Blue Hills Parties maintain a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management's general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management's general or specific authorization, and (D) the recorded accounts or assets are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference. The books, records and accounts and systems of internal accounting control of the Blue Hills Parties and its subsidiaries comply in all material respects with the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934, as amended (the 1934 Act). The Blue Hills Parties have established and maintain disclosure controls and procedures (as defined in Rule 13a­15(e) under the 1934 Act) that are effective in ensuring that the information the Holding Company will be required to disclose in the reports it files or submits under the 1934 Act is accumulated and communicated to the Holding Company's management (including its chief executive officer and chief financial officer) in a timely manner and recorded, processed, summarized and reported within the periods specified in the Commission's rules and forms. To the knowledge of the Blue Hills Parties, Wolf & Co., P.C. and the Audit Committee of the Board of Directors have been advised of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting which could adversely affect the Blue Hills Parties' ability to record, process, summarize, and report financial data; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Blue Hills Parties' internal accounting controls.

(qq) All of the loans represented as assets of the Bank in the Prospectus meet or are exempt from all requirements of federal, state and local law pertaining to lending, including, without limitation, truth in lending (including the requirements of Regulation Z and 12 C.F.R. Part 226), real estate settlement procedures, consumer credit protection, equal credit opportunity and all disclosure laws applicable to such loans, except for violations which, if asserted, would not have a Material Adverse Effect.

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(rr) To the knowledge of the Blue Hills Parties, there are not and have not been any affiliations or associations (as such terms are defined by the FINRA) between any member of the FINRA and any of the Blue Hills Parties' officers, directors or 5% or greater security holders, except as set forth in the Registration Statement, filings with FINRA or the Prospectus.

(ss) The Holding Company has taken all actions necessary to obtain at the Closing Date a blue sky memorandum from Luse Gorman.

(tt) Any certificates signed by an officer of any of the Blue Hills Parties pursuant to the conditions of this Agreement and delivered to the Agent or their counsel that refers to this Agreement shall be deemed to be a representation and warranty by such Blue Hills Party to the Agent as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.

(uu) The statistical and market related data contained in any Permitted Free Writing Prospectus, the Prospectus and the Registration Statement are based on or derived from sources which the Blue Hills Parties believe were reliable and accurate at the time they were filed with the Commission. No forward-looking statement (within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act) contained in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(vv) At or prior to the Closing, the Holding Company will have filed a Form 8-A with the Commission registering the Shares under Section 12(b) of the Exchange Act.

Section 5. Representations and Warranties of the Agent. The Agent represents and warrants to the Blue Hills Parties as follows:

(a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Blue Hills Parties hereunder.

(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.

(c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.

(d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.

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(e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent's execution and delivery of this Agreement, except as may have been received.

(f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent's performance under this Agreement.

Section 6. Covenants of the Blue Hills Parties. The Blue Hills Parties hereby jointly and severally covenant and agree with the Agent as follows:

(a) The Holding Company will not, at any time prior to or after the date the Registration Statement is declared effective, file any amendment or supplement to the Registration Statement without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent and its counsel shall reasonably object.

(b) If at any time following issuance of an Issuer-Represented Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Represented Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at the subsequent time, not misleading, the Holding Company has notified or will notify promptly the Agent so that any use of such Issuer-Represented Free Writing Prospectus may cease until it is amended or supplemented and the Holding Company has promptly amended or will promptly amend or supplement such Issuer-Represented Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to the Holding Company by the Agent expressly for use therein.

(c) Each of the Blue Hills Parties represents and agrees that, unless it obtains the prior consent of the Agent, and the Agent represents and agrees that, unless it obtains the prior consent of the Blue Hills Parties, it has not made and will not make any offer relating to the offered Shares that would constitute an issuer free writing prospectus as defined in Rule 433 of the 1933 Act Regulations, or that would constitute a free writing prospectus, as defined in Rule 405 of the 1933 Act Regulations, required to be filed with the Commission. The Holding Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, as defined in Rule 433 of the 1933 Act Regulations, and has complied and will comply in all material respects with the requirements of Rule 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Blue Hills Parties need not treat any communication as a free writing prospectus if it is exempt from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the 1933 Act without regard to Rule 172 or 173 of the 1933 Act Regulations.

(d) The Holding Company will not, at any time prior to or after the Holding Company Application is approved by the FRB and any other applicable regulator, file any amendment or supplement to such Holding Company Application without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent and its counsel shall reasonably object.

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(e) The Blue Hills Parties will not, at any time prior to or after the Massachusetts Conversion Application is approved by the Division, file any amendment or supplement to such Massachusetts Conversion Application without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent and its counsel shall reasonably object.

(f) The Blue Hills Parties will use their best efforts to cause any post-effective amendment to the Registration Statement to be declared effective by the Commission and any post-approval amendment to the Applications to be approved by the FRB, the Division or any other applicable regulator and will immediately upon receipt of any information concerning the events listed below notify the Agent: (i) when the Registration Statement, as amended, has become effective; (ii) when the Applications, as amended, have been approved by the FRB or the Division; (iii) of any comments from the Commission, the FRB, the Division or any other governmental entity with respect to the Conversion contemplated by this Agreement; (iv) of the request by the Commission, the FRB, the Division or any other governmental entity for any amendment or supplement to the Registration Statement, the Applications or for additional information; (v) of the issuance by the Commission, the FRB, the Division or any other governmental entity of any order or other action suspending the Conversion or the use of the Registration Statement or the Prospectus or any other filing of the Holding Company or the Bank under the BHCA, the Massachusetts Regulations or other applicable law, or the threat of any such action; (vi) of the issuance by the Commission, the FRB, the Division or any authority of any stop order suspending the effectiveness of the Registration Statement or of the initiation or threat of initiation or threat of any proceedings for that purpose; or (vii) of the occurrence of any event mentioned in paragraph (j) below. The Blue Hills Parties will make every reasonable effort (i) to prevent the issuance by the Commission, the FRB, the Division or any other federal or state authority of any such order and, (ii) if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time.

(g) The Blue Hills Parties will deliver to the Agent and to its counsel as many conformed copies of the Registration Statement or the Applications, as originally filed and of each amendment or supplement thereto, including all exhibits, as the Agent may reasonably request.

(h) The Blue Hills Parties will furnish to the Agent, from time to time during the period when the Prospectus (or any later prospectus related to this offering) is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of such Prospectus (as amended or supplemented) as the Agent may reasonably request for the purposes contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the rules and regulations promulgated under the 1934 Act (the 1934 Act Regulations). The Holding Company authorizes the Agent to use the Prospectus (as amended or supplemented, if amended or supplemented) in any lawful manner contemplated by the Plan in connection with the sale of the Shares by the Agent.

(i) The Blue Hills Parties will comply with any and all terms, conditions, requirements and provisions with respect to the Offering imposed by the Commission, the Division or any other applicable regulator or the Massachusetts Regulations and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations to be complied with prior to or subsequent to the Closing Date and when the Prospectus is required to be delivered, and during such time period the Blue Hills Parties will comply, at their own expense, with all requirements imposed upon them by the Commission, the Division or any other applicable regulator or the Massachusetts Regulations, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, including, without limitation, Rule 10b-5 under the 1934 Act, in each case as from time to time in force, so far as necessary

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to permit the continuance of sales or dealing in the Shares during such period in accordance with the provisions hereof and the Prospectus. The Holding Company will comply with all undertakings contained in the Registration Statement.

(j) If, at any time during the period when the Prospectus is required to be delivered, any event relating to or affecting any of the Blue Hills Parties shall occur, as a result of which it is necessary or appropriate, in the opinion of counsel for the Holding Company and in the reasonable opinion of the Agent's counsel, to amend or supplement the Registration Statement or Prospectus in order to make the Registration Statement or Prospectus not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, the Holding Company will immediately so inform the Agent and prepare and file, at its own expense, with the Commission, the FRB and the Division or any other applicable regulator, and furnish to the Agent a reasonable number of copies, of an amendment or amendments of, or a supplement or supplements to, the Registration Statement or Prospectus (in form and substance reasonably satisfactory to the Agent and its counsel after a reasonable time for review) which will amend or supplement the Registration Statement or Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading. For the purpose of this Agreement, the Holding Company will timely furnish to the Agent such information with respect to the Blue Hills Parties as the Agent may from time to time reasonably request.

(k) The Blue Hills Parties will take all necessary actions in cooperating with the Agent and furnish to whomever the Agent may direct such information as may be required to qualify or register the Shares for offering and sale by the Holding Company or to exempt such Shares from registration, or to exempt the Holding Company as a broker-dealer and its officers, directors and employees as broker-dealers or agents under the applicable securities or blue sky laws of such jurisdictions in which the Shares are required under the Massachusetts Regulations to be sold or as the Agent and the Holding Company may reasonably agree upon; provided, however, that the Holding Company shall not be obligated to file any general consent to service of process, to qualify to do business in any jurisdiction in which it is not so qualified, or to register its directors or officers as brokers, dealers, salesmen or agents in any jurisdiction. In each jurisdiction where any of the Shares shall have been qualified or registered as above provided, the Holding Company will make and file such statements and reports in each fiscal period as are or may be required by the laws of such jurisdiction.

(l) The liquidation account for the benefit of Eligible Account Holders will be duly established and maintained in accordance with the requirements of the Plan, the Massachusetts Regulations, and such Eligible Account Holders who continue to maintain their savings accounts in the Bank will have an inchoate interest in their pro rata portion of the liquidation account, which shall have a priority superior to that of the holders of the Common Stock in the event of a complete liquidation of the Bank.

(m) The Holding Company will not sell or issue, contract to sell or otherwise dispose of, for a period of 90 days after the Closing Date, without the Agent's prior written consent, any of its shares of common stock, other than the Shares or other than in connection with any plan or arrangement described in the Prospectus.

(n) The Holding Company will register its common stock under Section 12(b) of the 1934 Act. The Holding Company shall maintain the effectiveness of such registration for not less than three years from the time of effectiveness or such shorter period as may be required by the Division or any other applicable regulator.

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(o) During the period during which the Shares are registered under the 1934 Act or for three years from the date hereof, whichever period is greater, the Holding Company will furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report of the Holding Company (including a consolidated balance sheet and statements of consolidated income, shareholders' equity and cash flows of the Holding Company and its subsidiaries as at the end of and for such year, certified by independent registered public accountants in accordance with Regulation S-X under the 1933 Act and the 1934 Act) and make available as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the first fiscal quarter ending after the effective time of the Registration Statement) financial information of the Holding Company and its subsidiaries for such quarter in reasonable detail.

(p) During the period of three years from the date hereof, the Holding Company will furnish to the Agent: (i) as soon as practicable after such information is publicly available, a copy of each report of the Holding Company furnished to or filed with the Commission under the 1934 Act or any national securities exchange or system on which any class of securities of the Holding Company is listed or quoted (including, but not limited to, reports on Forms 10-K, 10-Q and 8-K and all proxy statements and annual reports to stockholders), provided that the filing of such documents through the Commission's EDGAR system shall be deemed to satisfy this obligation; (ii) a copy of each other non­confidential report of the Holding Company mailed to its shareholders or filed with the Commission, the FRB, the Division or any other supervisory or regulatory authority or any national securities exchange or system on which any class of securities of the Holding Company is listed or quoted, each press release and material news items and additional documents and information with respect to the Holding Company or the Bank as the Agent may reasonably request; and (iii) from time to time, such other nonconfidential information concerning the Holding Company or the Bank as the Agent may reasonably request.

(q) The Holding Company and the Bank will use the net proceeds from the sale of the Shares in the manner set forth in the Prospectus under the caption How We Intend to Use the Proceeds From the Offering.

(r) The Holding Company will make generally available to its security holders as soon as practicable, but not later than 60 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering a twelve­month period beginning not later than the first day of the Holding Company's fiscal quarter next following the effective date (as defined in such Rule 158) of the Registration Statement.

(s) The Holding Company will use its best efforts to cooperate with the Agent to affect the trading of the Shares on the Nasdaq Global Market on or prior to the Closing Date.

(t) The Holding Company will maintain appropriate arrangements for depositing all funds received from persons mailing or delivering subscriptions for or orders to purchase Shares in the Offering with the Bank, on an interest-bearing basis at the rate described in the Prospectus until the Closing Date and satisfaction of all conditions precedent to the release of Shares in the Offering in accordance with the Plan and as described in the Prospectus or until refunds of such funds have been made to the persons entitled thereto or withdrawal authorizations canceled in accordance with the Plan and as described in the Prospectus. The Holding Company will maintain such records of all funds received to permit the funds of each subscriber to be separately insured by the FDIC (to the maximum extent allowable) and to enable the Holding Company to make the appropriate refunds of such funds in the event that such refunds are required to be made in accordance with the Plan and as described in the Prospectus.

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(u) The Holding Company will report the use of proceeds of the Offering on its first periodic report filed pursuant to Sections 13(a) and 15(d) of the 1934 Act and on any subsequent periodic report as may be required pursuant to Rule 463 of the 1933 Act Regulations.

(v) The Holding Company will promptly take all necessary action to register as a bank holding company under Section 3 of the BHCA.

(w) The Holding Company and the Bank will take such actions and furnish such information as are reasonably requested by the Agent in order for the Agent to ensure compliance with FINRA Rule 5130.

(x) None of the Blue Hills Parties will amend the Plan without the consent of the Agent, which consent shall not be unreasonably withheld.

(y) The Holding Company shall assist the Agent, if necessary, in connection with the allocation of the Shares in the event of an oversubscription and shall provide the Agent with any information necessary to assist the Holding Company in allocating the Shares in such event and such information shall be accurate and reliable in all material respects.

(z) Prior to the Closing Date, the Holding Company will inform the Agent of any event or circumstances of which it is aware as a result of which the Registration Statement and/or Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.

(aa) The Holding Company will not deliver the Shares until the Blue Hills Parties have satisfied or caused to be satisfied each condition set forth in Section 8 hereof, unless such condition is waived in writing by the Agent.

(bb) Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise may be indicated or contemplated therein or set forth in an amendment or supplement thereto, none of the Blue Hills Parties will have: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources indicated in the Prospectus in the ordinary course of its business, or (ii) entered into any transaction which is material in light of the business and properties of the Blue Hills Parties, taken as a whole.

(cc) Until the Closing Date, the Blue Hills Parties will conduct their businesses in compliance in all material respects with all applicable federal and state laws, rules, regulations, decisions, directives and orders, including all decisions, directives and orders of the Commission, the FDIC, the FRB and the Division.

(dd) The facts and representations provided to Luse Gorman and Nutter, McClennen & Fish, LLP (Nutter) by the Blue Hills Parties and upon which each of Luse Gorman and Nutter will base their opinions under Sections 8(c) and (d), respectively, are and will be truthful, accurate and complete.

(ee) The Blue Hills Parties will not distribute any offering material in connection with the Offering except for the Prospectus and any supplemental sales material that has been filed with the Registration Statement and the Applications and authorized for use by the Commission, the FRB and the Division or any other applicable regulator. The information contained in any supplemental sales material (in addition to the supplemental sales material filed as an exhibit to the Registration Statement and the Applications) shall not conflict with the information contained in the Registration Statement and the Prospectus.

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(ff) The Holding Company will comply with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act and all applicable rules, regulations, guidelines and interpretations promulgated thereunder by the Commission.

(gg) The Blue Hills Parties will not, prior to the Closing Time, incur any liability or obligation, direct or contingent, or enter into any material transaction, other than in the ordinary course of business consistent with past practice, except as contemplated by the Prospectus.

(hh) The Blue Hills Parties will use all reasonable efforts to comply with, or cause to be complied with, the conditions precedent to the several obligations of the Agent specified in Section 8.

Section 7. Payment of Expenses. Whether or not the Conversion is completed or the sale of the Shares by the Holding Company is consummated, the Blue Hills Parties jointly and severally agree to pay or reimburse the Agent for: (a) all filing fees in connection with all filings related to the Conversion with the FINRA; (b) any stock issue or transfer taxes which may be payable with respect to the sale of the Shares; (c) subject to Section 2(f), all expenses of the Conversion, including but not limited to the Agent's attorneys' fees and expenses, blue sky fees, transfer agent, registrar and other agent charges, fees relating to auditing and accounting or other advisors and costs of printing all documents necessary in connection with the Offering. In the event the Holding Company is unable to sell the minimum number of shares necessary to complete the Conversion or the Conversion is terminated or otherwise abandoned, the Blue Hills Parties shall promptly reimburse the Agent in accordance with Section 2(f) hereof.

Section 8. Conditions to the Agent's Obligations. The obligations of the Agent hereunder, as to the Shares to be delivered at the Closing Date, are subject, to the extent not waived in writing by the Agent, to the condition that all representations and warranties of the Blue Hills Parties herein are, at and as of the commencement of the Offering and at and as of the Closing Date, true and correct in all material respects, the condition that the Blue Hills Parties shall have performed all of its obligations hereunder to be performed on or before such dates, and to the following further conditions:

(a) At the Closing Date, the Blue Hills Parties shall have conducted the Conversion in all material respects in accordance with the Plan, the BHCA, the Massachusetts Regulations (except to the extent waived or otherwise approved by the FRB, the Division and any other applicable regulator), and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Conversion imposed upon them by the FRB, the Division or any other applicable regulator.

(b) The Registration Statement shall have been declared effective by the Commission and the Applications shall have been approved by the FRB and the Division not later than 5:30 p.m. on the date of this Agreement, or with the Agent's consent at a later time and date; and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefore initiated or, to the knowledge of the Blue Hills Parties, threatened by the Commission or any state authority, and no order or other action suspending the authorization of the Prospectus or the consummation of the Conversion shall have been issued or proceedings therefore initiated or, to the Blue Hills Parties' knowledge, threatened by the Commission, the FRB, the Division, or any other regulatory authority.

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(c) At the Closing Date, the Agent shall have received the favorable opinion, dated as of the Closing Date and addressed to the Agent and for its benefit, of Luse Gorman, special counsel for the Blue Hills Parties, in form and substance as attached hereto as Exhibit C.

(d) At the Closing Date, the Agent shall have received the favorable opinion, dated as of the Closing Date and addressed to the Agent and for its benefit, of Nutter, special counsel for the Agent, in form and substance as attached hereto as Exhibit D.

(e) Prior to the mailing of the Prospectus, a blue sky memorandum from Luse Gorman relating to the Offering, including Agent's participation therein, shall have been furnished to the Holding Company with a copy thereof addressed to Agent or upon which Luse Gorman shall state the Agent may rely. The blue sky memorandum will relate to the necessity of obtaining or confirming exemptions, qualifications or the registration of the Shares under applicable state securities law.

(f) At the Closing Date, the Agent shall receive a certificate of the Chief Executive Officer and the Chief Financial Officer of each of the Blue Hills Parties in form and substance reasonably satisfactory to the Agent's Counsel, dated as of such Closing Date, to the effect that: (i) they have carefully examined the Prospectus and, in their opinion, at the time the Prospectus became authorized for final use, the Prospectus did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date the Prospectus became authorized for final use, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any material adverse change in the condition, financial or otherwise, or in the earnings, capital, properties or business of the Blue Hills Parties and the conditions set forth in this Section 8 have been satisfied; (iii) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, capital, properties or business of the Blue Hills Parties independently, or of the Blue Hills Parties considered as one enterprise, whether or not arising in the ordinary course of business; (iv) the representations and warranties in Section 4 are true and correct with the same force and effect as though expressly made at and as of the Closing Date; (v) the Blue Hills Parties complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date and will comply in all material respects with all obligations to be satisfied by them after the Closing Date; (vi) no stop order suspending the effectiveness of the Registration Statement has been initiated or, to the knowledge of the Blue Hills Parties, threatened by the Commission or any state authority; (vii) no order suspending the Conversion, the Offering or the use of the Prospectus has been issued and no proceedings for that purpose are pending or, to the knowledge of the Blue Hills Parties, threatened by the FRB, the Division, or any other regulatory authority; and (viii) to the best knowledge of the Blue Hills Parties, no person has sought to obtain review of the final action of the FRB, the Division or any other applicable regulator approving the Conversion.

(g) None of the Blue Hills Parties shall have sustained, since the date of the latest financial statements included in the Registration Statement, the General Disclosure Package and Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement and the Prospectus, and since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any Material Adverse Effect that is in the Agent's reasonable judgment sufficiently material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Prospectus.

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(h) Prior to and at the Closing Date: (i) in the reasonable opinion of the Agent, there shall have been no material adverse change in the financial condition, results of operations or business of the Blue Hills Parties considered as one enterprise, from that as of the latest dates as of which such condition is set forth in the Prospectus, other than transactions referred to or contemplated therein; (ii) none of the Blue Hills Parties shall have received from the FRB, the Division or the FDIC any direction (oral or written) to make any material change in the method of conducting their business with which it has not complied (which direction, if any, shall have been disclosed to the Agent) or which materially and adversely would affect the financial condition, results of operations or business of the Blue Hills Parties taken as a whole; (iii) none of the Blue Hills Parties shall have been in default (nor shall an event have occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any agreement or instrument relating to any outstanding indebtedness; (iv) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, not disclosed in the Prospectus, shall be pending or, to the knowledge of the Blue Hills Parties, threatened against the any of the Blue Hills Parties or affecting any of their properties wherein an unfavorable decision, ruling or finding would materially and adversely affect the financial condition, results of operations or business of the Blue Hills Parties taken as a whole; and (v) the Shares shall have been qualified or registered for offering and sale or exempted therefrom under the securities or blue sky laws of the jurisdictions as the Agent shall have reasonably requested and as agreed to by the Blue Hills Parties.

(i) Concurrently with the execution of this Agreement, the Agent shall receive a letter from Wolf & Co., P.C., dated as of the date hereof and addressed to the Agent: (i) confirming that Wolf & Co., P.C. is a firm of independent registered public accountants within the applicable rules of the Public Company Accounting Oversight Board (United States) and stating in effect that in its opinion the consolidated financial statements and related notes of the MHC as of December 31, 2013 and 2012, and covered by their opinion included in the Prospectus, and any other more recent unaudited financial statements included in the Prospectus, comply as to form in all material respects with the applicable accounting requirements and related published rules and regulations of the FRB and any other applicable regulator and the 1933 Act; (ii) stating in effect that, on the basis of certain agreed upon procedures (but not an audit in accordance with standards of the Public Company Accounting Oversight Board (United States)) consisting of a reading of the latest available consolidated financial statements of the MHC prepared by the MHC, a reading of the minutes of the meetings of the Boards of Directors of each of the Blue Hills Parties and consultations with officers of the MHC responsible for financial and accounting matters, nothing came to their attention which caused them to believe that: (A) the audited consolidated financial statements and any unaudited interim financial statements included in the Prospectus are not in conformity with the 1933 Act, applicable accounting requirements of the FRB, the Division and the FDIC and GAAP applied on a basis substantially consistent with that of the audited consolidated financial statements included in the Prospectus; or (B) during the period from the date of the latest consolidated financial statements included in the Prospectus to a specified date not more than three business days prior to the date of the Prospectus, except as has been described in the Prospectus, there was any increase in long-term debt of the MHC, other than normal deposit fluctuations for the Bank; or (C) there was any decrease in the total consolidated assets, total loans, the allowance for loan losses, total deposits or total equity of the MHC at the date of such letter as compared with amounts shown in the latest balance sheet included in the Prospectus, except as has been described in the Prospectus; and (iii) stating that, in addition to the audit referred to in their opinion included in the Prospectus and the performance of the procedures referred to in clause (ii) of this subsection (i), they have compared with the general accounting records of the MHC, which are subject to the internal controls of the MHC, the accounting system and other data prepared by the MHC, directly from such accounting records, to the extent specified in such letter, such amounts and/or percentages set forth in the Prospectus as the Agent may reasonably request; and they have found such amounts and percentages to be in agreement therewith (subject to rounding).

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(j) At the Closing Date, the Agent shall receive a letter dated the Closing Date, addressed to the Agent, confirming the statements made by Wolf & Co., P.C. in the letter delivered by it pursuant to subsection (i) of this Section 8, the specified date referred to in clause (ii) of subsection (i) to be a date specified in the letter required by this subsection (j) which for purposes of such letter shall not be more than three business days prior to the Closing Date.

(k) At the Closing Date, the Holding Company shall receive a letter from RP Financial LC., dated the Closing Date (i) confirming that said firm is independent of the Blue Hills Parties and is experienced and expert in the area of corporate appraisals within the meaning of the Massachusetts Conversion Regulations, (ii) stating in effect that the Appraisal prepared by such firm complies in all material respects with 209 CMR 33.08(3)(a), and (iii) further stating that its opinion of the aggregate pro forma market value of the Holding Company including the Bank, as most recently updated, remains in effect.

(l) At or prior to the Closing Date, the Agent shall receive: (i) a copy of the letter from the FRB approving the Holding Company Application; (ii) a copy of a letter from the Division approving the Massachusetts Conversion Application; (iii) confirmation that the Commission declared the Registration Statement effective; (iv) certificates from the Secretary of State of the Commonwealth of Massachusetts evidencing the valid existence and good standing of the MHC and the Mid-Tier; (v) a certificate from the Division evidencing the good standing of the Bank; (vi) a certificate from the FDIC evidencing the Bank's insurance of accounts; (vii) a certificate from the FHLBB evidencing the Bank's membership therein; (viii) a certificate from the Maryland Department of Assessments & Taxation evidencing the good standing of the Holding Company and (ix) such other documents and certificates as the Agent may reasonably request.

(m) Subsequent to the date hereof, there shall not have occurred any of the following; (i) a suspension or limitation in trading in securities generally on the New York Stock Exchange (the NYSE) or in the over­the­counter market, or quotations halted generally on the Nasdaq Stock Market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by either of such exchanges or the Nasdaq Stock Market or by order of the Commission or any other governmental authority; (ii) a general moratorium on the operations of federal or state chartered depository institutions or a general moratorium on the withdrawal of deposits from federal or state chartered depository institutions declared by federal or state authorities; (iii) the engagement by the United States in hostilities which have resulted in the declaration, on or after the date hereof, of a national emergency or war or a material decline in the price of equity or debt securities, if the effect of such declaration or decline, in the Agent's reasonable judgment, makes it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus.

(n) At or prior to the Closing Date, counsel to the Agent shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the sale of the Shares as herein contemplated and related proceedings or in order to evidence the occurrence or completeness of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Blue Hills Parties in connection with the sale of the Shares as herein contemplated shall be satisfactory in form and substance to the Agent or its counsel.

(o) All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Agent or to counsel for the Agent. Any certificate signed by an officer of any of the Blue Hills Parties and delivered to the Agent or to counsel for the Agent shall be deemed a representation and warranty by such Blue Hills Party to the Agent as to the statements made therein.

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Section 9. Indemnification.

(a) Each of the Blue Hills Parties jointly and severally agrees to indemnify and hold harmless the Agent, its officers and directors, employees and agents, and each person, if any, who controls the Agent within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all loss, liability, claim, damage or expense whatsoever (including, but not limited to, settlement expenses), joint or several, that the Agent or any of them may suffer or to which the Agent and any such persons may become subject under all applicable federal or state laws or otherwise, and to promptly reimburse the Agent and any such persons upon written demand for any reasonable expense (including all reasonable fees and disbursements of counsel) incurred by the Agent or any of them in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the General Disclosure Package, any Issuer-Represented Limited-Use Free Writing Prospectus, any Issuer-Represented General Free Writing Prospectus, preliminary or final Prospectus (or any amendment or supplement thereto), the Applications (or any amendment or supplement thereto), or any instrument or document executed by the Blue Hills Parties or based upon written information supplied by the Holding Company filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Blue Hills Parties as a broker-dealer or its officers, directors and employees as broker-dealers or agents, under the securities laws thereof (collectively, the Blue Sky Application), or any document, advertisement, oral statement or communication (Sales Information) prepared, made or executed by or on behalf of the Blue Hills Parties with its consent and based upon written or oral information furnished by or on behalf of the Blue Hills Parties, whether or not filed in any jurisdiction, in order to qualify or register the Shares or to claim an exemption therefrom under the securities laws thereof; (ii) arise out of or are based upon the omission or alleged omission to state in any of the foregoing documents or information a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the General Disclosure Package, any Issuer­Represented Limited­Use Free Writing Prospectus, any Issuer-Represented General Free Writing Prospectus, the Applications (or any amendment or supplement thereto), any Blue Sky Application or Sales Information or other documentation distributed in connection with the Conversion; provided, however, that no indemnification is required under this paragraph (a) to the extent such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue material statement or alleged untrue material statement in, or material omission or alleged material omission from, the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the General Disclosure Package, any Issuer-Represented Limited-Use Free Writing Prospectus, any Issuer-Represented General Free Writing Prospectus, the Applications, any Blue Sky Application or Sales Information made in reliance upon and in conformity with information furnished in writing to the Holding Company, by the Agent or its counsel regarding the Agent, and provided, that it is agreed and understood that the only information furnished in writing to the Holding Company, by the Agent regarding the Agent is set forth in the Prospectus in the first sentence of the second paragraph under the caption The Conversion; Plan of Distribution—Marketing and Distribution; Compensation; and, provided further, that such indemnification shall be limited to the extent prohibited by the Commission, the FDIC, the Division and the FRB.

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(b) The Agent agrees to indemnify and hold harmless the Blue Hills Parties, their directors and officers and each person, if any, who controls the Holding Company or the Bank within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses), joint or several, which they, or any of them, may suffer or to which they, or any of them may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse the Blue Hills Parties, and any such persons upon written demand for any expenses (including reasonable fees and disbursements of counsel) incurred by them, or any of them, in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the Applications (or any amendment or supplement thereto), the preliminary or final Prospectus (or any amendment or supplement thereto), any Blue Sky Application or Sales Information, (ii) are based upon the omission or alleged omission to state in any of the foregoing documents a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the Applications (or any amendment or supplement thereto), or any Blue Sky Application or Sales Information or other documentation distributed in connection with the Offering; provided, however, that the Agent's obligations under this Section 9(b) shall exist only if and only to the extent that such untrue statement or alleged untrue statement was made in, or such material fact or alleged material fact was omitted from, the Registration Statement (or any amendment or supplement thereto), the preliminary or final Prospectus (or any amendment or supplement thereto), the Applications (or any amendment or supplement thereto), any Blue Sky Application or Sales Information in reliance upon and in conformity with information furnished in writing to the Holding Company or the Bank, by the Agent or its counsel regarding the Agent, and provided, that it is agreed and understood that the only information furnished in writing to the Holding Company or the Bank, by the Agent regarding the Agent is set forth in the Prospectus in the first sentence of the second paragraph under the caption The Conversion; Plan of Distribution­Marketing and Distribution; Compensation.

(c) Each indemnified party shall give prompt written notice to each indemnifying party of any action, proceeding, claim (whether commenced or threatened), or suit instituted against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have on account of this Section 9 or otherwise. An indemnifying party may participate at its own expense in the defense of such action. In addition, if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume defense of such action with counsel chosen by it and approved by the indemnified parties that are defendants in such action, unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them that are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action, proceeding or claim, other than reasonable costs of investigation. In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate firm of attorneys (and any local counsel that said firm may retain) for each indemnified party in connection with any one action, proceeding or claim or separate but similar or related actions, proceedings or claims in the same jurisdiction arising out of the same general allegations or circumstances.

Section 10. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 9 is due in accordance with its terms

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but is for any reason held by a court to be unavailable from the Blue Hills Parties or the Agent, the Blue Hills Parties and the Agent shall contribute to the aggregate losses, claims, damages and liabilities (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding, but after deducting any contribution received by the Blue Hills Parties or the Agent from persons other than the other parties thereto, who may also be liable for contribution) in such proportion so that the Agent is responsible for that portion represented by the percentage that the fees paid to the Agent pursuant to Section 2 of this Agreement (not including expenses) bears to the gross proceeds received by the Holding Company from the sale of the Shares in the Offering, and the Blue Hills Parties shall be responsible for the balance. If, however, the allocation provided above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative fault of the Blue Hills Parties on the one hand and the Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereto), but also the relative benefits received by the Blue Hills Parties on the one hand and the Agent on the other from the Offering (before deducting expenses). The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Blue Hills Parties on the one hand or the Agent on the other and the parties' relative intent, good faith, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Blue Hills Parties and the Agent agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro-rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in this Section 10. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereof) referred to above in this Section 10 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. It is expressly agreed that the Agent shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount pursuant to Section 9(b) or this Section 10 which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to the Agent under this Agreement. It is understood that the above stated limitation on the Agent's liability is essential to the Agent and that the Agent would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement. No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. The obligations of the Blue Hills Parties under this Section 10 and under Section 9 shall be in addition to any liability which the Holding Company and the Agent may otherwise have. For purposes of this Section 10, each of the Agent's and the Blue Hills Parties' officers and directors and each person, if any, who controls the Agent or any of the Blue Hills Parties within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Agent on the one hand, or, the Blue Hills Parties on the other hand. Any party entitled to contribution, promptly after receipt of notice of commencement of any action, suit, claim or proceeding against such party in respect of which a claim for contribution may be made against another party under this Section 10, will notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have hereunder or otherwise than under this Section 10 unless and to the extent the party has been materially prejudiced through the forfeiture by the other party of substantial rights and defenses.

Section 11. Termination. The Agent may terminate this Agreement by giving the notice indicated below in Section 12 at any time after this Agreement becomes effective as follows:

(a) If any domestic or international event or act or occurrence has materially disrupted the United States securities markets such as to make it, in the Agent's reasonable opinion,

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impracticable to proceed with the offering of the Shares; or if trading on the NYSE shall have suspended (except that this shall not apply to the imposition of NYSE trading collars imposed on program trading); or if the United States shall have become involved in a war or major hostilities or escalation thereof; or if a general banking moratorium has been declared by a state or federal authority which has a material effect on the Blue Hills Parties on a consolidated basis; or if a moratorium in foreign exchange trading by major international banks or persons has been declared; or if there shall have been a material adverse change in the financial condition, results of operations or business of any of the Blue Hills Parties, or if any of the Blue Hills Parties shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act, whether or not said loss shall have been insured; or, if there shall have been a material adverse change in the financial condition, results of operations or business of the Blue Hills Parties taken as a whole.

(b) In the event the Holding Company fails to sell the required minimum number of the Shares by the date when such sales must be completed, in accordance with the provisions of the Plan or as required by the Massachusetts Regulations and applicable law, this Agreement shall terminate upon refund by the Holding Company to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the other hereunder, except as set forth in Sections 2(a), 2(e), 7, 9 and 10 hereof.

(c) If any of the conditions specified in Section 8 shall not have been fulfilled when and as required by this Agreement, unless waived in writing, or by the Closing Date, this Agreement and all of the Agent's obligations hereunder may be cancelled by the Agent by notifying the Holding Company of such cancellation in writing or by electronic mail at any time at or prior to the Closing Date, and any such cancellation shall be without liability of any party to any other party except as otherwise provided in Sections 2(a), 2(e), 7, 9 and 10 hereof.

(d) If the Agent elects to terminate this Agreement as provided in this Section, the Blue Hills Parties shall be notified promptly by telephone or electronic mail, confirmed by letter.

Any of the Blue Hills Parties may terminate this Agreement in the event the Agent is in material breach of the representations and warranties or covenants contained in Sections 5 or 6(c) and such breach has not been cured within a reasonable time period after the Blue Hills Party has provided the Agent with notice of such breach.

This Agreement may also be terminated by mutual written consent of the parties hereto.

Section 12. Notices. All communications hereunder, except as herein otherwise specifically provided, shall be mailed in writing and if sent to the Agent shall be mailed, delivered or telegraphed and confirmed to Keefe, Bruyette & Woods, Inc., 10 South Wacker Drive, Investment Banking Suite 3400, Chicago, Illinois 60606, Attention: Pat McJoynt (with a copy to Nutter, McClennen & Fish LLP, Attention: Michael Krebs) and, if sent to the Blue Hills Parties, shall be mailed, delivered or telegraphed and confirmed to the Bank at Blue Hills Bank, 320 Norwood Park South, Norwood, MA 02062, Attention: William Parent (with a copy to Luse Gorman Pomerenk & Schick, P.C., Attention: Larry Spaccasi).

Section 13. Parties. The Blue Hills Parties shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly given on behalf of the Agent when the same shall have been given by the undersigned. The Agent shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly given on behalf of the Blue Hills Parties, when the same shall have been given by the undersigned or any other officer of any of the Blue Hills Parties. This Agreement

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shall inure solely to the benefit of, and shall be binding upon, the Agent, the Blue Hills Parties and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained.

Section 14. Closing. The closing for the sale of the Shares (the Closing) shall take place on the Closing Date at such location as mutually agreed upon by the Agent and the Holding Company and the Bank. At the Closing, the Blue Hills Parties shall deliver to the Agent in next day funds the commissions, fees and expenses due and owing to the Agent as set forth in Sections 2 and 7 hereof and the opinions and certificates required hereby and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the Shares as contemplated hereby and pursuant to the terms of the Prospectus.

Section 15. Partial Invalidity. In the event that any term, provision or covenant herein or the application thereof to any circumstance or situation shall be invalid or unenforceable, in whole or in part, the remainder hereof and the application of said term, provision or covenant to any other circumstances or situation shall not be affected thereby, and each term, provision or covenant herein shall be valid and enforceable to the full extent permitted by law.

Section 16. Governing Law and Construction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.

Section 17. Counterparts; Facsimile Delivery. This Agreement may be executed in separate counterparts and by facsimile or electronic signatures, each of which so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission or in pdf format shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or in pdf format shall be deemed to be their original signatures for all purposes.

Section 18. Entire Agreement. This Agreement, including schedules and exhibits hereto, which are integral parts hereof and incorporated as though set forth in full, constitutes the entire agreement between the parties pertaining to the subject matter hereof superseding any and all prior or contemporaneous oral or prior written agreements, proposals, letters of intent and understandings, and cannot be modified, changed, waived or terminated except by a writing which expressly states that it is an amendment, modification or waiver, refers to this Agreement and is signed by the party to be charged. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof.

Section 19. Survival. The respective indemnities, agreements, representations, warranties and other statements of the Blue Hills Parties and the Agent, as set forth in this Agreement, shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation (or any statement as to the results thereof) made by or on behalf of the Agent or any of the Agent's officers or directors or any person controlling the Agent, or the Blue Hills Parties, or any of their respective officers or directors or any person controlling the Blue Hills Parties, and shall survive termination of this Agreement and receipt or delivery of any payment for the Shares.

Section 20. Waiver of Trial by Jury. Each of the Agent and the Blue Hills Parties waives all right to trial by jury in any action, proceeding, claim or counterclaim (whether based on contract, tort or otherwise) related to or arising out of this Agreement.

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This agreement is made solely for the benefit of and will be binding upon the parties hereto and their respective successors and the directors, officer and controlling persons and no other person will have any right or obligation hereunder.

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If the foregoing correctly sets forth the arrangement among the Blue Hills Parties and the Agent, please indicate acceptance thereof in the space provided below for that purpose, whereupon this letter and the Agent's acceptance shall constitute a binding agreement.

Very truly yours,

  Blue Hills Bank   Blue Hills Bancorp, Inc.

By Its Authorized Representative:   By Its Authorized Representative:

/s/ William M. Parent   /s/ William M. Parent William M. Parent   William M. Parent President and Chief Executive Officer   President and Chief Executive Officer

Hyde Park Bancorp, MHC   Hyde Park Bancorp, Inc.

By Its Authorized Representative:   By Its Authorized Representative:

/s/ William M. Parent   /s/ William M. Parent William M. Parent   William M. Parent President and Chief Executive Officer   President and Chief Executive Officer

Accepted as of the date first above written

  KEEFE, BRUYETTE & WOODS, INC.

By its Authorized Representative

/s/ Pat McJoynt Pat McJoynt Managing Director 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Ex Output:

43603