THIS FRANCHISE AGREEMENT is made the day of 2010

BETWEEN: (xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.(the Company)

AND: The Party described in Item 1 of the First Schedule to this Agreement (the Franchisee)

AND: The Party described in Item 12 of the First Schedule (the Guarantor)

BACKGROUND:

A. The Company is lawfully entitled under license from YOUR COMPANY OR TRADEMARK HOLDER COMPANY of YOUR COMPANY ADDRESS (the Licensor) to commercialise a business system including, and concerning YOU INDUSTRY FOR EXAMPLE " ABC SERVICE BUSINESS " (the System).

B. The System is a franchise system under the Franchising Law and Specific Code (the Code).

C. Distinguishing characteristics of the System include:

- the registered business name "ABC BUSINESS";

- certain logos and trade marks for which registration has and is being sought under the Trade Marks Act.

- Coaching of franchisees;

- Operation Manuals;

- distinctive branding and identity bearing the "ABC " logo;

- Confidential Information and intellectual property.