Franchise Agreement

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Sample Franchise Agreement

DEPARTMENT OF CORPORAT

r MAR 3 0 2006 SACRAMENTO OFFICE

ONS

0

JUICE IT UP FRANCHISE AGREEMENT

EXHIBIT C-2

LOSANGELES 231198v16 62765-00001


TABLE OF CONTENTS

PARTIES.

2.         RECITALS__________________________________________________________1

2.1.     Ownership of System____________________________________________1

2.2.     Objectives of Parties________________________:____________________1

3.         DEFINITIONS________________________________________________________1

3.1. JUICE IT UP Juice Bar___________________________________________1

3.2.     Juice It Up__________

3.3.     Adjusted Gross Sales.

3.4.     Agreement_________

3.5. AAccepted Location.

3.6. Crisis Management Event

3.7. Designated Manager, 3JL Entity_____________

21 Eauitv

3.10. Force Majeure

A3.11. Franchise Network_____________________________________________*

A3.12. Good Standing________________________________________________A2

A3.13. Juice Net

A3.14. Manual______________________________________________________A4

A

3.15.   Marks_______________________________________________________A4

3.16.   Owner________________________________________________________4.

3.17. Partnership

3.18. Partnership Rights

A3.19. Promotional Item_______________________________________________A4

A3.20. Related Party_________________________________________________A4

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A3.21. Start Date____________________________________________________A

A3.22. System______________________________________________________A5

A3.23. Termination__________________________________________________A

A3.24. Trade Name__________________________________________________Afl

A3.25. Transfer._____________________________________________________AS

A3.26. You_________________________________________________________A

4.         GRANT OF FRANCHISE_____________________________________________A

4.1.     Granting ClauseA: No Sublicensing Rights___________________________H

4.1.1.      Grant_________________________________________________fi

4.1.2.      No Sublicensing Rights__________________________________

4.2.      Location of the Franchised Juice Bar______________________________Afi

4.2.1.      Location____________________:__________________________A

4.2.2.      Rights Reserved_______________________________________A

4.2.3.      Relocation____________________________________________AZ

4.3.     Term and Renewal_____________________________________________AZ

4.3.1.      Initial Term____________________________________________AZ

4.3.2.      Renewal_____________________________________________AZ

4.3.3.      Notice Reouired bv Law__________________________________&

5.         SERVICES TO FRANCHISEE_________________________________________A

5.1.     Lay-out, Design and Construction_________________________________A

5.2.     Orientation Program; Initial Training Program; "Hands-On"

Training Program______________________________________________A

5.2.1.      Orientation Program____________________________________Ag

5.2.2.      Initial Training Program_________________________________Alfi

5.2.3.      "Hands-On" Training Program____________________________.A1Q

5.3.     Operations Manual____________________________________________A10

5.4.      Designated and Approved Suppliers_____________________________A11

5.5.     Opening Assistance___________________________________________A11

5.6.     Consultation_________________________________________________A12

5.7.     Advertising__________________________________________________A12

5.7.1. Advertising Fund______________________________________A12

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5.7.2. Allocation of Expenditures; Expenditures___________________A12

5.8.     Co-op Advertising----------------------------------------------------------:__________12

5.9.     Annual and Semi-Annual Conventions_____________________________A14

A5.10. Promotional Items Availability___________________________________A14

6.         PAYMENTS BY FRANCHISEE_______________________________________A14

6.1.      Initial Franchise Fee___________________________________________A14

6.2.      Royalties____________________________________________________A15

6.3.     Advertising Fees_____________________________________________AJjl

6.4.     When Payments Begin________________________________________A15

6.5.     Audit_______________________________________________________Al

6.6.      Training Costs____________________________________________________A±5=

6.7.      Payment for Promotional Items__________________________________A16

6.8.     Tra nsfer Fee_________________________________________________A17

6.9.      Relocation Fee_______________________________________________A1Z

6.10.   Interest on Late Payments______________________________________A17

6.11.   Application of Payments_______________________________________All

6.12.   EFT and Pre-Authorized Payments_______________________________A1Z

7.        OBLIGATIONS OF FRANCHISEE_____________________________________Aia

7.1.      Use of Trade Name and Marks__________________________________A18

7.1.1.       Context__________________________________________________A18=

7.1.2.      Changes in Trade Name and Marks_______________________Alfl

7.1.3.      Advertising Materials__________________________________Al

7.1.4.      Legal Protection______________________________________A19

7.2.     Start-Up____________________________________________________AJj|

7.2.1.      Compliance with Manual________________________________Al

7.2.2.      Site Location and Development__________________________A2jl

7.2.3.      Lay-out, Design and Construction________________________A22

7.2.4.      Orientation and Initial Training Program____________________A22

7.2.5.      Opening_____________________________________________A22

7.2.6.      Products and Services Offered___________________________A21

7.2.7.      Customer Satisfaction Program__________________________A24

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7.2.8.      Menus.._______________________________________________24

7.2.9.      Inspections__________________________________________A24

A7.2.1Q. Notification of Complaints_______________________________A2ji

A7.2.11. Ethical Business Conducts Business Practices______________2

7.2.12.    Hours________________________________________________2§

7.2.13.    Vending or Other Machines______________________________2

7.2.14.    Co-Brandino__________________________________________2§

7.3.     Personnel___________________________________________________A2Z

7.3.1.      Managements_________________________________________A2Z

7.3.2.      Employees__________________________________________A2Z

7.4.     Signs and Other Advertising Materials____________________________A27

7.5.      Financial Information__________________________________________A2&

7.5.1.      Records_____________________________________________A2&

7.5.2.      Reports and Reporting Equipment________________________A28

7.6.      Insurance___________________________________________________A2

7.7.      Financial and Legal Responsibility_______________________________A2

7.7.1.      Compliance with LawA: Crisis Management Events___________2

7.7.2.      Payment of Indebtedness_______________________________A2

7.8.     Software License Agreement; Juice Net___________________________A30

7.9.     Local Advertising; Grand Opening________________________________A2Q

8.         RELATIONSHIP OF PARTIES________________________________________AM

8.1.      Interest in Marks and System____________________________________A31

8.2.      Independent Status____________________________________________A31

8.3.     Display of Disclaimer.__________________________________________A3=L

8.4.     Confidentiality._______________________________________________A3J=

8.5.     A Indemnification______________________________________________A32

8.5.1.      Indemnification bv You__________________________________2Z

8.5.2.      Indemnification bv Juice It Up_____________________________22

8.6.     Covenants^__________________________________________________A2Z

8.7.     Guaranty.____________________________________________________A3J1

9.         TRANSFER OF FRANCHISE_________________________________________A23,

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9.1.     Purpose of Conditions for Approval of Transfer_____________________A33

9.2.      Notice of Proposed Transfer____________________________________A34

9.3.     Consent by Juice It Up; Right of First Refusal_______________________A3A

9.4.     Conditions for Consent to Transfer_______________________________A34

9.5.     Changes of Ownership Considered Not To Be Transfers______________A35

9.6.     Transfer Upon Death__________________________________________A3J

9.7.     Assignment by Juice It Up______________________________________A3ji

SJL     Assignment to a Controlled Entity-------------------------------------------------------3ji

10.      TERMINATION OF FRANCHISE______________________________________A3Z

10.1.   Termination by Consent of the Parties____________________________A3=Z

10.2.   Termination by Juice It Up______________________________________A3=Z

10.2.1.    Notice of Defaults______________________________________A3Z

10.2.2.    Events of Defaults______________________________________A2Z

10.3.   Termination by You___________________________________________A3J

10.4.   Rights and Obligations After Termination__________________________A3J|

11.      MISCELLANEOUS PROVISIONS_____________________________________A4J=

11.1.   Construction of Contract_______________________________________A41

11.2.   Governing Law, Venue, and Waiver of Jury________________________A42

11.3.   Notices_____________________________________________________A4j>

11.4.   Amendments____________________;____________________________A43

11.5.   Waiver_____________________________________________________A4J|

11.6.   Integration___________________________________________________A41

11.7.   Limitation of Actions___________________________________________A43

11.8.   Severability__________________________________________________A42

11.9.   Approval____________________________________________________A4

11.10. General Release______________________________________________44

11.11. Submission of Agreement_______________________________________M

11.12. Acceptance by Juice It Up______________________________________A44

A11.13._____________________________DISCLAIMER OF REPRESENTATIONS            A4

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ATTACHMENTS:

AAccepted Location

Electronic Funds Transfer Agreement

Lease Assignment Agreement

Conditional Assignment of Telephone Numbers

Nondisclosure and Noncompetition Agreement

Personal Guaranty

Terms of Use - Juice Net

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VI


JUICE IT UP FRANCHISE AGREEMENT

1.             PARTIES

This Agreement is signed on________________[date], by and between Juice It Up

Franchise Corporation ("Juice It Up," "we," or "us"), a California corporation with its

principal office in Irvine, California, and_________________________[franchisee's legal

name] ('You").

2.             RECITALS

2A. Ownership of System

Juice It Up is the owner of certain intellectual property rights, including the Juice It Up Trade Name, "JUICE h" UP," and the Marks, including the words JUICE W UP. It has spent a considerable amount of money, time, and effort, to construct, and continues to develop, business methods, technical knowledge, and marketing concepts, including proprietary recipes, trade secrets, commercial ideas, administrative procedures, information on sources of supply, supply contracts, marketing strategies, business forms, advertising materials, distinctive signs, trade dress, uniforms, and owner/employee training techniques that, taken together, comprise a proprietary System for the operation of juice bars featuring delicious smoothies, fruit and vegetable juices, organic coffee, and healthy snacks.

2-2. Objectives of Parties

Juice It Up would like to grant to yoiL and you would like to accept^ from Juice It Up a franchise to own and operate a JUICE IT UP Juice Bar, using the JUICE n UP Trade Name, Marks, and System, upon the terms and conditions below.

3.             DEFINITIONS

For purposes of this Franchise Agreement, when any of the following words and phrases begins with a capital letter, its meaning is defined in this Article 3:

3JL JUICE IT UP Juice Bar

"JUICE IT UP Juice Bar" means "an enterprise that we have authorized you to conduct under the Trade Name, Marks, and System at an AAccepted Location under this Agreement."

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3^2. Juice It Up

"Juice It Up" means "Juice It Up Franchise Corporation or any person or entity to which Juice It Up Franchise Corporation allocates all or part of its rights and obligations under this Agreement."

2L3. Adjusted Gross Sales

"Adjusted Gross Sales" means 'the total amount of Arevenues derived bv vou and your Related Parties for all goods sold and services rendered from the AAccepted Location or in connection with the Trade Name or Marks, Awhether evidenced bv cash. services, property, barter, or other means of exchange, and whether or not we offer such services or products in its other locations, including: (a^ revenues from sales of anv nature or kind whatsoever, derived bv vou and vour Related Parties: (b) sales of Promotional Items in contravention of this Agreement at locations other than the at the Accepted Location: (c) the proceeds of anv business interruption insurance, after the satisfaction of anv applicable deductible: (d) sales from vending devices including oav telephones: (e) mail or telephone orders received or filled in or from the JUICE n UP Juice Bar: and ffl orders taken in or from the JUICE IT UP Juice Bar although filled elsewhere, including products produced at the AAcceoted Location and sold off-site. Notwithstanding the foreooino. "Adjusted Gross Sales" shall exclude the amount of bona fide refunds paid to customers, the amount of anv state or local sales or use tax actually paid by you and sales of fixtures or other capital items vou sell after use thereof in the operation of the JUICE fl" UP Juice Bar.

3.4. Agreement

"The Agreement' or "this Agreement' means "this Franchise Agreement."

3JL AAccepted Location

"AAccepted Location" means "a location that Juice It Up has Aacceoted in writing as a site at which you may own and operate a JUICE IT UP Juice Bar."

3JL Crisis Management Event

"Crisis Management Event" means anv event that occurs at or about the JUICE IT UP Juice Bar that has or mav cause harm or iniurv to customers or employees, such as food contamination, food spoilaoe/poisonino. food tampering/sabotage, contagious diseases, natural disasters, terrorist acts, shootings, or anv other circumstance which mav damage the System. Marks, or image or reputation of JUICE W UP Juice Bars, the Franchise Network, or us or our Related Parties.

3.7. ADesignated Manager

"Designated Manager" means "the general manager of the JUICE PT UP Juice Bar."

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3JL Entity

"Entity" means "anv limited liability company. Partnership, trust, association. corporation or other entity which is not an individual."

11 Eauitv

"Eauitv" means "capital stock, membership interests. Partnership Rights, or other eauitv ownership interests of an Entity."

3.1Q. Force Majeure

"Force Majeure" means "acts of God (such as tornadoes, earthquakes, hurricanes. floods, fire or other natural catastrophe^: strikes, lockouts or other industrial disturbances: war, riot, terrorism, or other civil disturbance: epidemics: or other unforseeable forces which vou could not bv the exercise of due diligence have avoided, provided however, that (a^ vou must use all commercially reasonable efforts to mitigate the effect of the event of Force Majeure upon vour performance and to fulfill vour obligations under this Agreement. and upon completion of the event of Force Majeure, vou must as soon as reasonably practicable recommence the performance of its obligations under this Agreement, and (b) neither an act or failure to act bv a governmental authority (i.e. Federal, state, county. municipal and local governmental and guasi-governmental agencies, commissions and authorities^ nor the performance, non-performance or exercise of rights under anv agreement with vou bv anv lender, contractor, landlord, or other person (other than us^ shall be an event of Force Majeure hereunder, except to the extent that such act, failure to act-performance. non-oerformance or exercise of rights results from an act which is otherwise an event of Force Majeure. For the avoidance of doubt, vour financial inability to perform or vour insolvency shall not be an event of Force Majeure hereunder."

3.11. AFranchise Network

"Franchise Network" means "the interdependent network composed of Juice It Up, all JUICE IT UP franchisees, Juice It Up's Related Parties, and any other people or business entities that Juice It Up has licensed to use the Trade Name, Marks, System or any of them."

2A2* AGood Standing

"Good Standing" means "timely compliance by you and your Related Parties with all provisions of this Agreement and the Manual, specifically including provisions for timely payment of amounts owed by you to Juice It Up and its Related Parties."

A

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3.13.    Net

"Juice Net" means the "internet web site utilized, from time to time, by Juice It Up to facilitate communications with you and other franchisees and licensees of Juice It Up and through which we may disseminate the Manual, disseminate updates to the Manual, disseminate advertising and marketing materials, conduct promotions, and communicate and conduct other matters."

3.14.     Manual

"Manual" means "the Operations Manual, as amended from time to time, that Juice It Up will lend you during the term of this Agreement and that contains information, forms and requirements for the establishment and operation of a JUICE IT UP Juice Bar and for use of Juice It Up's Trade Name and Marks."

3.15.     Marks

"Marks" means "selected trademarks, service marks, trade dress, logotypes, slogans and other commercial symbols Athat we mav from time to time authorize or direct vou to use under this Agreement."

3.1B. Owner

"Owner" means "anv direct or indirect shareholder, member, general or limited partner, trustee, or other eauitv owner of an Entity, except, that if we or anv of our Related Parties has anv ownership interest in vou. the term "Owner" shall not include or refer to us or that Related Party or their respective direct and indirect parents and subsidiaries, and no obligation or restriction upon the "vou". or vour Owners shall bind us. or said Related Parties or their respective direct and indirect parents and subsidiaries or their respective officers, directors, or managers."

3-17. Partnership

"Partnership" means "anv general partnership, limited partnership, or limited liability partnership."

3.1H- Partnership Rights

"Partnership Rights" means "voting power, property, profits or losses, or partnership interests of a Partnership."

3.19. Promotional Item

"Promotional Item" means "any product that has been prepared or manufactured in accordance with Juice It Up's secret recipes or specifications or that has been packaged or labeled with anv of the AMarks."

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3.20. ARelated Party

"Related Party" or "Related Parties" means "people and companies affiliated with Juice It Up or you, as the context indicates, including, Adirect or indirect Owners owning a Substantial Interest in Juice It Up or in youA, as the context requires. As used in this paragraph, the phrase 'Substantial Interest' means 'the right to twenty-five percent (25%) or more of the capital or earnings of a partnership or limited liability company or, alternatively, ownership of twenty-five percent (25%) or more of the voting stock of a corporation'."

321     A Start Date

"Start Date" means "the earlier of two hundred ten (210) days after the date of the Agreement or the date when your JUICE IT UP Juice Bar opens." The Start Date may be extended only with the written consent of Juice It Up.

322    A System

"System" means "the business methods, technical knowledge and marketing concepts licensed by Juice It Up to you under this Agreement, including the right to use Juice It Up's trade secrets, purchasing arrangements, commercial ideas, advertising materials, marketing strategies, information on sources of supply, administrative procedures, business forms, distinctive signs, trade dress, architectural design and uniforms, and employee training techniques."

3.23.   termination

"Termination" means "expiration of this Agreement; non-renewal of this Agreement; or termination, under the circumstances described in Article 10 of this Agreement, of the then-current term of this Agreement before its normal expiration date."

3.24.   ATrade Name

"Trade Name" means "the commercial name 'JUICE IT UP.'" 3 25. ATransfer

"Transfer" means "any direct or indirect sale. Assignment, transfer, gift, pledge. mortgage, encumbrance, or other change in ownership of all or any part of the rights and obligations: 1) of this Agreement, 2) of or all or anv substantial portion of the assets of the JUICE n" UP Juice Bar, including the lease for the AAcceoted Location, or 3) of an ownership interest in you of a magnitude at least as great as that described in this Section. If you are Aan Entity, each of the following shall be deemed to be a Transfer: (\) the sale. assignment, transfer, conveyance, gift, pledge, mortgage, or other encumbrance of more than 25% in the aggregate, whether in one or more transactions, of the Eouitv or voting power of vou. bv operation of law or otherwise or anv other events or transaction^ which. directly or indirectly, effectively changes control of vou: fin the issuance of anv securities bv vou which itself or in combination with anv other transaction^ results in its Owners, as constituted on the Effective Date, owning less than 75% of the outstanding Eouitv or voting

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power of vqu; (iji) if you are a Partnership, the resignation, removal, withdrawal, death or legal incapacity of a general partner or of anv limited partner owning more than 25% of the Partnership Rights of the Partnership, or the admission of anv additional general partner. or the transfer bv anv general partner of anv of its Partnership Rights in the Partnership, or anv change in the ownership or control of anv general partner: (iv1) the death or leoal incapacity of any of VOUr Owners owning more than 25% of vour Eouitv: and M anv merger. stock redemption, consolidation, reorganization, recapitalization or other transfer of control of your, however effected. If vou are an Entity, vou must promptly provide us with written notice (stating such information as we mav from time to time reouirel of each and every transfer, assignment and encumbrance bv anv Owner of anv direct or indirect Eouitv or voting rights in VQU, notwithstanding that the same mav not constitute an Transfer".

3.2fi *YQU

"You" means "the person or entity that is named as "you" in Article 1 of this Agreement." 'You" means, in addition, "all A natural person (a) or A Entities that succeed to your (or its) interest by Transfer or operation of law."

4.             GRANT OF FRANCHISE

4.1.     Granting Clause: No Sublicensing Rights

4 1 1 Grant

Juice It Up grants to yoi^ and you accept from uSi a franchise and license to operate a "JUICE n" UP" juice bar under the Trade Name, Marks and System in accordance, and in full compliance, with the terms of this Agreement.

4,1,? No Sublicensing Rights

You shall not sublicense, sublease, subcontract or enter anv management agreement providing for, the right to operate the JUICE W UP Juice Bar or to use the Trade Name, Marks and System granted pursuant to this Agreement.

4.2.     Location of the Franchised Juice Bar

4.2.1.  Location

The franchised juice bar must be located at an AAcceoted Location. You may not establish your business premises at any other site, engage in business activities at any other site, or engage in mail order, Internet, or catalog sales. Without limiting the generality of the foregoing, you may not operate any permanent or temporary mobile vending vehicle, grab 'n go case, cart, kiosk or any other form of distribution without our prior written consent, for which we may require you to execute a separate addendum to Athis Agreement.

4.2.2.  Rights Reserved

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Juice It Up reserves all rights in the Trade Name, Marks and System not expressly granted in this Agreement, including the Aexclusive. unrestricted rights, in its discretion directly and indirectly, itself and through its employees. Related Parties, representatives-franchisees. licensees, assigns, agents and others to:

^ai Alocate or relocate any company-owned or franchised JUICE W UP juice bar to any site regardless of how close the site is to one or more of your juice bars; and

lh± to own or operate, and to license others (which mav include its Related Parties) to own and/or operate (i) juice bars under the Trade Name and Marks and/or using the System at any location regardless of how close the site is to one or more of vour iuice bars: (Ml businesses, including iuice bars, operating under names other than the Trade Name, at anv location, and of anv type whatsoever, regardless of their proximity to the iuice bar developed pursuant hereto: and

l to produce, license, distribute and market foods and other products bearing the Marks (or anv of therm, including Promotional Items, pre-packaged iuices. smoothies, supplements, snacks and other food and beverage products: books: clothing: souvenirs and novelty items: through anv outlet (regardless of its proximity to the iuice bar opened pursuant hereto), including grocery stores, supermarkets and convenience stores and through anv distribution channel, at wholesale or retail. including bv means of the Internet or Internet web site, mail order catalogs, direct mail advertising and other distribution methods: and to advertise and promote the System through anv means, including the Internet.

4.2.3. Relocation

You may Anot relocate the JUICE W UP Juice Bar without our prior written consent. and payment of the relocation fee reouired bv Section 6.9 of this Agreement. If we shall consent to anv relocation, vou must de-identifv the former location in the manner described in this Agreement with respect to vour obligations upon termination and expiration, and shall reimburse and indemnify and hold us harmless from anv direct and indirect losses-costs and expenses, including attorneys' fees, arising out of vour failure to do so.

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4.3. Term and Renewal

4.3.1.   Initial Term

The initial term of the franchise will begin on the Start Date and will continue for a period often (10) years.

4.3.2.  Renewal

You will have the right A(the "Renewal Riant") to enter into a new franchise agreement in the form then generally being offered to prospective "JUICE IT UP" franchisees (the "Renewal Franchise Aareemenf) for a 5 year period (the "First Renewal Term"), which Renewal Franchise Agreement shall likewise grant vou the right to enter into one additional Renewal Franchise Agreement for a 5 year period, if vou have notified Juice It Up in writing at least ninety (90) davs before the expiration date of this Agreement of vour wish to exercise vour Renewal Rioht and each of the following conditions are fulfilled:

{a) AYou and your Related Parties are in Good Standing under this Agreement, any other Agreement between Juice It Up or our Related Party and you, and the Manual;

ihl AYou and any Related Parties that have signed this Agreement have signed a new franchise agreement in the form then being offered by Juice It Up (modified to reflect your then remaining renewal rights, if any) not less than thirty (30) days before the expiration of this Agreement or thirty (30) days after you receive a copy of the new Franchise Agreement from Juice It Up, whichever is later;

Xcl AYou have, before beginning of the renewal term, at your own expense, remodeled, modernized and redecorated the JUICE IT UP Juice Bar premises and replaced and modernized the fixtures, equipment, and signs used in the JUICE W UP Juice Bar so that the premises of the JUICE IT UP Juice Bar meet the standards of appearance and function applicable to the premises of new JUICE n" UP juice bars at the time of renewal;

.(d) AYou and any Related Parties that are parties to Aan agreement with us have signed a general release of known and unknown claims in a form satisfactory to Juice It Up with respect to past dealings with Juice It Up and its Related Parties;

ie± AYou have renewed or have the right to renew the lease for the AAcceoted Location, and have provided us with a copy of the documents evidencing such renewal right or right to renew the lease; and

0 AWithout limiting the generality of Section 4.3.2(a), you shall not have committed 2 or more material breaches of this Agreement, for which Juice it Up shall have delivered a notice of default, whether or not such default was cured, during the 12

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month period immediately preceding the date on which you provide notice to Juice it Up of your desire to renew.

You understand that the terms of the ARenewal Franchise Agreement in use by Juice It Up at the times of renewal may be materially different than those contained in this agreement, including, increased royalties and advertising fees. You understand that your right to renew will be contingent upon your acceptance of the new terms. The term of each Renewal Franchise Agreement shall commence upon the date of expiration of the term hereof or the First Renewal Term, as applicable.

4 33 Notice Required bv Law

If applicable law requires us give notice to vou prior to the expiration of the term, this Agreement shall remain in effect on a week to week basis until we have given the notice required bv such applicable law. If we are not offering new franchises, are in the process of revising, amending or renewing its form of franchise agreement or offering circular, or are not lawfully able to offer you the Renewal Franchise Agreement, at the time vou deliver vour notice exercising vour Renewal Right, we may, in our discretion, (\) offer to renew this Agreement upon the same terms set forth herein for a renewal term determined in accordance with Section 4.3.2 of this Agreement hereof, or fin offer to extend the term hereof on a week to week basis following the expiration of the term hereof for as long as it deems necessary or appropriate so that it mav lawfully offer vou the Renewal Franchise Agreement.

5.             SERVICES TO FRANCHISEE

Juice It Up agrees to perform the following services provided that you are, at the time when service is to be rendered, in Good Standing under this Agreement, any other agreement with Juice It Up or Juice It Up's Related Party, and the Manual.

5.1. Lay-out. Design and Construction

We will provide you with a template layout (in plan view) and specifications for the design and layout of a typical JUICE IT UP juice bar and required fixtures, equipment, furnishings, decor, trade dress, and signs. We will also prepare and provide you with a project and construction management activity timeline for the development and construction of your JUICE n" UP juice bar. The Manual will contain a list of approved architects, building contractors, and equipment suppliers.

In accordance with Section 7.2.2, you must submit to us for our prior review and Aacceotance the plans and specifications for your JUICE IT UP juice bar. We will review and accept or reject the plans and specifications for your JUICE W UP juice bar. You agree that our acceptance of your plans and specifications does not constitute a representation warranty, or guarantee, express or implied, by us that such the plans are free of architectural or design errors and thus, we shall have no liability to you or any other person with respect thereto. You will cause each architect, engineer, designer, or other person creating plans for Ayour JUICE rT UP Juice Bar to assign, without further consideration, the copyright in such plans to us and to thereafter execute, from time to time,

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any and all other documents necessary or appropriate to confirm title to such copyright in our name.

5*2. Orientation Program; Initial Training Program; "Hands-On" Training Program

5.2.1.  Orientation Program

Before the opening of your JUICE n" UP Juice Bar, Juice It Up will conduct an orientation program ("Orientation Program") at our corporate offices or another location designated by us. Such training shall consist of approximately eight (8) hours of introductory training and orientation to the System. You and your Designated Manager must attend the Orientation Program. We will not provide you with the Orientation Program if you are an assignee of this Agreement and the Transfer to you is made in accordance with this Agreement, or if this Agreement is entered into in connection with a Transfer.

5.2.2.   Initial Training Program

Before the opening of your JUICE IT UP Juice Bar, Juice It Up will conduct an initial training program ("ITP") at a location designated by us. Such training shall consist of approximately thirty (30) hours of classroom training in the operation of the JUICE IT UP Juice Bar under the JUICE IT UP System for your management. You and your Designated Manager, if different, and not more than two (2) additional individuals that will work at the JUICE IT UP Juice Bar must attend, participate in, and successfully complete the ITP to our satisfaction before you may open the JUICE IT UP Juice Bar. If you or your Designated Manager have already successfully completed the ITP and have a history of operating a JUICE IT UP Juice Bar, we may waive the requirement that you successfully complete the ITP if you acknowledge in writing that you are waiving our obligation to provide such training and acknowledge that you have been adequately trained in all matters necessary to operate the JUICE IT UP Juice Bar.

If you are an assignee of this Agreement and the Transfer to you is made in accordance with this Agreement, or if this Agreement is entered into in connection with a Transfer: (a) Juice It Up will conduct and provide at no additional cost to you the ITP at a location designed by us; and (b) you, and your Designated Manager, if different, and not more than two (2) additional individuals that will work in at the JUICE IT UP Juice Bar must attend and successfully complete the ITP to our satisfaction before you may open or operate the JUICE IT UP Juice Bar.

5.2.3.  "Hands-On" Training Program

Before the opening of your JUICE IT UP Juice Bar, Juice It Up will provide you with a "hands-on" training program (the "Hands-On Program") at a location designated by us. Such training shall consist of approximately twelve (12) hours of training in the operation of the JUICE n" UP Juice Bar under the JUICE rr UP System. You and your Designated Manager, if different, and not more than two (2) additional individuals that will work at the

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JUICE n UP Juice Bar must attend, participate in, and successfully complete the Hands-On Program to our satisfaction before you may open the JUICE IT UP Juice Bar.

5JL Operations Manual

Juice It Up will lend you a copy of the JUICE n" UP Operations Manual which includes, but is not limited to sections such as "store build-out", "equipment requirements", "training", product recipes", manager's guide, safety guide, "legal matters", and a customer service guide. The Manual will contain explicit instructions, as authorized by Juice It Up, for use of the Marks, specifications for goods that will be used in or sold by the JUICE H" UP Juice Bar, customer service techniques, sample business forms, information on marketing, management, and administration methods developed by Juice It Up for use in the JUICE n" UP Juice Bar, names of approved suppliers, and other information that Juice It Up believes may be necessary or helpful to you in your operation of the JUICE IT UP Juice Bar. Juice It Up may revise the Manual periodically to conform to the changing needs of the Franchise Network and will distribute updated pages containing these revisions to you, or notify you that updated or additional materials for the Manual are available at the Juice Net. All updates or changes to the Manuals will be effective upon delivery, unless we provide otherwise.

5.4. Designated and Approved Suppliers

Juice It Up will, from time to time, give you, in the Manual or otherwise in writing, a list of names and addresses of suppliers of goods and services that currently meet Juice It Up's standards and specifications. These may be "designated suppliers" from which you are required to purchase certain types of goods or services or "approved suppliers" from whom you may purchase certain types of goods or services. In advising you of designated and approved suppliers, Juice It Up expressly disclaims any warranties or representations as to the condition of the goods or services sold by the suppliers, including, without limitation, expressed or implied warranties as to merchantability or fitness for any intended purpose. You agree to look solely to the manufacturer of goods or the supplier of services for the remedy for any defect in the goods or services.= We mav notify designated suppliers or approved suppliers of anv impending termination or expiration of this Agreement and mav. among other things, instruct such suppliers to deliver only such Quantity of goods and services as is reasonably necessary to suoolv vour needs prior to the expiration or termination date of this Agreement.

5JL Opening Assistance

Juice It Up will send a representative to your place of business for up to fifty (50) hours to assist with opening, and conduct the "on-the-job" training for you and your staff. You and your Designated Manager must be present during the entire fifty (50) hour on-the-job training. If you are a legal entity, one of your owners acceptable to us must participate in the on-the-job training. The Juice It Up Training representative(s) will serve only as consultants to you and will in no way be responsible (personally or on behalf of you) for the operation of the JUICE IT UP Juice Bar or the actions of your officers, agents or employees during this time.

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The opening training will involve certain aspects of store operations including, but not limited to "early morning" store opening procedures, and "end-of-the-day" store closing for clean-up procedures. Should we determine that you or your Designated Manager, or any other person attending training, have failed to successfully complete the on-the-job training, or any aspect of any other training we provide, we may require you, your Designated Manager and/or such other person to undergo further training or "re-training." If you, your Designated Manager and/or such other person are required to undergo further training or "re-training" then you shall pay our then-current fees for such training.

If you are an assignee of this Agreement and the Transfer to you is made in accordance with this Agreement, or if this Agreement is entered into in connection with a Transfer, then the assignor may provide you with the "on-the-job" training, if we have approved the assignor to provide such training to you, and in which case we will not be obligated to provide you with this training.

5JL Consultation

Juice It Up will use commercially reasonable efforts to make its personnel available to you for consultation throughout the term of the franchise in a timely manner. Our consultation may include matters involving the prices for goods and services you desire to obtain. Our staff provides this additional support on an "as available" basis, and our consultation may be rendered orally, in writing and/or through the Juice Net.

5-7. Advertising

5.7.1. Advertising Fund

Juice It Up will administer the advertising fund (the "Fund"), which will be kept in a separate bank account. Nothing herein shall be deemed to create a trust fund. The purpose of the Fund is to pool advertising money of Aour franchisees, and, subject to this section. Juice It Up and our Related Parties that operate JUICE fT UP iuice bars to promote the Trade Name and Marks. Juice It Up and each of its Related Parties that operate JUICE W UP iuice bars in the United States mav rand currently do^ contribute to the Fund in such amounts as it (or thevl elects. If Juice It Up or anv of its Related Parties contribute money to the Fund. Juice It Up or such Related Parties mav from time to time cease contributing to the fund or vary the amount it (or fhev^ contributes to the Fund. The Fund may be used to pay for market research, advertising materials, media space and time, a referral program, a website, or any combination of them. The Fund may also be used for advertising grants to franchisees, collectively on a regional basis or individually on a local basis. In addition, the Fund may be used to pay for point-of-purchase materials or public relations projects. Up to 15 percent (15%) of the FundA may be used to compensate Juice It Up for overhead and other expenses incurred in connection with its administration of the Fund. Juice It Up will distribute to its franchisees, once a year, an AFund report which will set out the total amounts of money collected and spent Afrom the Fund during the past year and list, by general category, the manner in which the money was spent. We (or our Related Parties) may collect rebates and credits from suppliers based on your purchases or sales and, at our discretion, we may either refund such amounts to you, contribute such amounts to the Fund or retain such amounts for our or such Related

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Party's use in promoting the Marks. Any such contribution of such rebates or credits to the Fund shall not reduce your obligation to pay all advertising fees. You acknowledge that not all of our other franchisees or licensees are or shall be required to contribute, or contribute the same percentage of Adjusted Gross Sales, to the Fund.

5.7.2. Allocation of Expenditures; Expenditures

Juice It Up will give preference to regional Advertising Fund projects, but may make allocations of Advertising Fund money to individual franchisees when it considers it desirable. Because the benefits of advertising, marketing, and promotion are difficult to measure with precision, Juice It Up reserves the unqualified right to determine, in its sole discretion, how Advertising Fund money maybe spent; the only condition is that the money must be used in a manner that is reasonably related to the general promotion of the Trade Name and Marks.

If less than the total of all contributions and allocations to the Fund are expended during any fiscal year, such excess may be accumulated for use during subsequent years. Juice It Up may spend in any fiscal year an amount greater or less than the aggregate contributions to the Fund in that year and may cause the Fund to borrow funds to cover deficits or invest surplus funds. If Juice It Up advances money to the Fund, it will be entitled to be reimbursed for such advances.

5 8- Co-op Advertising

We may from time to time establish regions for co-operative advertising ("Co-op Advertising Regions'"). to coordinate advertising, marketing efforts and programs and maximizing the efficient use of local and/or regional advertising media. If and when we create a Co-op Advertising Region for the region in which the JUICE ff UP Juice Bar is located, vou shall become a subscriber and member thereof and shall execute and participate in accordance with the Subscription Agreement and the Certificate of Incorporation and Bvlaws of such Co-op Advertising Region on the forms prescribed bv us. You recognize and agree that we mav not have the contractual authority to reouire other franchisees in the region to participate in vour Co-Qo Advertising Region, but we will encourage all franchisees with JUICE fT UP iuice bars in the area to participate. The size and content of such regions, when and if established bvus. shall be binding upon vou. and all other similarly situated franchisees in the region if we have the contractual authority to bind such other franchisees. At all meetings of such Co-op Advertising Region each participating franchisee shall be entitled to one vote for each JUICE IT UP iuice bar located within such Co-op Advertising Region or such other vote as mav reasonably be determined bvus.

You and other members of the Co-op Advertising Region, whose agreements reouire their participation (or those franchisees that elect to participate in the Co-op Advertising Region, if their agreements do not require their participation^, will contribute to the Co-op Advertising Region such amount as mav be determined bv vote of the Co-op Advertising Region (not to exceed 1.5% of the Adjusted Gross Sales of each member's JUICE IT UP iuice bar located in the region, subject to our written approval. Your

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contribution to the Co-op Advertising Region, shall be credited towards the satisfaction of the local advertising requirements.

Subject to the forgoing, each Co-op Advertising Region will decide as to the usage of funds available to it for media time, production of media materials, whether for radio. television, newspapers or JUICE IT UP iuice bar level materials such as fivers, or posters. or for anv other tvne of advertising or marketing user and then such Co-op Advertising Region shall in writing reouest approval from US to use said funds in said manner. Juice It Up shall not withhold approval unreasonably- but no placement of advertising or commitment of advertising funds on behalf of an Co-op Advertising Region will be made without our prior written approval. We reserve the right to establish general standards concerning the operation of the Co-op Advertising Region, advertising agencies retained by Co-op Advertising Region, and advertising programs conducted by Co-op Advertising Region. Anv disputes (other than pricing) arising among or between vou. other franchisees, and/or the Co-op Advertising Region mav be resolved bv us whose decision shall be final and binding on all parties.

We and our Related Parties may, but are not reouired to. participate (and become a member ofi anv or all Co-op Adverting Regions. If we or anv of our Related Parties participate or become a member of anv or all Co-op Advertising Regions, we and our Related Parties, as applicable, will have one vote for each JUICE W UP iuice bar we or our Related Parties, as the case may be, located within the applicable Co-op Advertising Region. We and our Related Parties that participate (if anv) in a Co-op Advertising Region mav withdraw from such Co-op Advertising Region at anv time.

JLiL AAnnual and Semi-Annual Conventions

Annually, Juice It Up may conduct a convention for its franchisees. If it conducts an "annual convention," we will endeavor to provide you with at least four (4) weeks prior notice of the dates and location of the "annual convention." You must register and attend the entire convention at your expense. We may charge a registration fee for each person registered to attend the "annual convention" in an amount we reasonably estimate to be necessary to allow us to recoup our costs for organizing and conducting the "annual convention." If you fail to attend an "annual convention" we may charge you up to $500 for such failure. If you are a legal entity, we may require one of your owners acceptable to us to attend the "annual convention." If we conduct a "semi-annual" or regional franchisee meeting or convention, although you are encouraged to attend, you will not be required to attend.

fLKL APromotional Items Availability

Juice It Up will use its Commercially reasonable efforts to ensure that Juice It Up, its ARelated Party, or a designated supplier will at all times have a supply of Promotional Items for sale to you.

LOSANGELES 231198v16 62765-00001

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6.             PAYMENTS BY FRANCHISEE

6.1. Initial Franchise Fee

When you sign this Agreement, you will pay Juice It Up in cash or another form of payment that will make the funds immediately accessible to Juice It Up, such as cashier's

check or wire transfer, an initial franchise fee of $_______________. The initial fee is not

refundable.

fL2. Royalties

On Wednesday of each week during the term of this Agreement, or on another day designated by Juice It Up, you will pay Juice It Up a weekly royalty of six percent (6%) of Adjusted Gross Sales for the immediately preceding week. If you have not opened the JUICE n UP Juice Bar by the Start Date, then you will pay Juice It Up a weekly fee of $125 for each week (or part thereof) following the Start Date that the JUICE n" UP Juice Bar fails to be open. Our acceptance of such $125 fee is not a waiver of any default by you, or our acquiescence to your failure to open the JUICE IT UP Juice Bar by the Start Date. For purposes of this paragraph, payment will be considered to be made on the day when the funds paid are accessible to Juice It Up.

fL3- Advertising Fees

On Wednesday of each week during the term of this Agreement, or on another dav designated bv Juice It Up. vou will pay aljs a weekly advertising fee of two percent (2%) of Adjusted Gross Sales for the immediately preceding week. We will contribute all advertising fees vou pav to us to the Fund. For purposes of this paragraph, payment will be considered to be made on the day when the funds paid are accessible to Juice It Up.

6.4. When Payments Begin

Your obligation to pay ongoing weekly royalties and advertising fees begins on the Start Date of this Agreement.

JL Audit

Juice It Up and its representatives will have the right during normal working hours to audit your books and records, including your tax returns, with respect to the JUICE H" UP juice bar. If an audit discloses an underpayment of royalties or advertising fees payable under this Agreement, you will immediately pay these amounts to Juice It Up together with accrued interest on the amount underpaid in accordance with Section 6.10 of this agreement. In addition, if the underpayment exceeds three percent (3%) of the total royalty or advertising fee payable for any period covered under the audit, you must reimburse Juice It Up for all expenses actually incurred by Juice It Up in connection with the audit.

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fliL Training Costs

Juice It Up will not charge a fee for the Orientation Program, the ITP, and the opening assistance training provided pursuant to Sections 5.2 and 5.5. You will be charged our then-current fees for all other training we provide to you. If you, your Designated Manager, or any other person attending training pursuant to Sections 5.2 or 5.5 fail to successfully complete such training, then you must pay us our then-current fees for any and all additional or "re-training" we provide to you, your Designated Manager, or other person. In addition to any other fees, you must pay or reimburse us for all of our costs and expenses in connection with travel, lodging, meals and other incidental expenses we incur to provide you with the opening assistance training pursuant to Section 5.5 and any other training we provide to you.

If we provide you, your Designated Manager or any of your other employees with additional training as a result of your request, or if we require you, your Designated Manager or any of your other employees to attend additional training or "re-training," then we may require you to pay our then-current fees for such training.

You will have to pay any costs of travel, lodging, meals and other incidental expenses that you, your Designated Manager, or your employees incur during training and any incidental expenses our trainer(s) incurs in conducting the program at your facility if we agree to train at your site.

We will loan you one copy of our training materials. If you request additional copies of our training materials, you must pay us an amount equal to our direct and indirect cost for producing the additional copy.

6.7. Payment for Promotional Items

You must pay Juice It Up promptly for Promotional Items and other goods it sells to you. However, Juice It Up has the right to require payment in cash, electronic funds transfer, cashier's check, or other means of making funds immediately accessible to Juice It Up if, in Juice It Up's reasonable discretion, your payment practices or financial status, the amount of the order, general economic conditions, or other business reasons make it advisablei

All goods, products, and supplies purchased from us shall be purchased in accordance with the purchase order format issued from time to time bv us. We mav change the prices, delivery terms and other terms relating to its sale of goods, services-products and supplies to vou on prior written notice. All product orders bv vou shall be subject to acceptance bv us at our designated offices, and we reserve the right to accept or reject, in whole or in part, anv order vou place. No purchase order submitted bv vou shall contain anv terms except as approved in writing bvus. nor be deemed complete unless ail of the information reouired bv the prescribed purchase order form, as revised from time to time, is provided hv vou. No new or additional term or condition contained in anv order placed bv vou shall be deemed valid, effective or accepted bv us unless such term or condition shall have been expressly accepted hv us in writing.

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We will not be liable to vou on account of anv delay or failure in the manufacture. delivery or shipment of goods or products caused bv Force Majeure or other events or circumstances bevond our reasonable control including such events as labor or material shortages, conditions of supply and demand, import/export restrictions, or disruptions in our supply sources. On the expiration or termination of this Agreement, or in the event of anv default bv vou of this Agreement, we shall not be obliged to fill or ship anv orders then pending or. in the case of termination or non-renewal, made anv time thereafter bv vou.

JL Transfer Fee

As a condition of Transfer of this franchise, you must pay, before Transfer, a transfer fee often thousand dollars ($1Q.000V provided, however, if the Transfer for which vou pav us a transfer fee is not consummated, we will refund the transfer fee paid, less our out-of-oocket expenses and administrative costs. We may waive up to $2,000 of the transfer fee if we determine that you are capable to train your assignee and you provide your assignee "opening training" as we specify (not to exceed fifty (50) hours of training).

JL Relocation Fee

As a condition of relocation of this franchise and the JUICE IT UP iuice bar operated hereunder, you must pav us. before relocation, Aour then-current relocation fee A(which is currently $5.000^ and reimburse us for anv direct and indirect costs and expenses we incur in connection with such relocation.

6.10. Interest on Late Payments

If you fail to pay to Juice It Up the entire amount of any payment due, including, but not limited to Royalties and Advertising Fees, you shall immediately pay a late fee of $200 per occurrence, plus interest on the unpaid amounts, from the date due, at eighteen percent (18%) per year or at the highest rate allowed by applicable law on the date when payment is due, whichever is less. Interest charges on late payments are intended to partially compensate Juice It Up for loss of use of the funds and for internal administrative costs resulting from late payment which would otherwise be difficult to measure with precision. The fact that these charges are imposed should not be construed as a waiver of Juice It Up's right to timely payment.

6.11- Application of Payments

Any payment you make to Juice It Up may be applied by Juice It Up, at its option, to any of your past due indebtedness to Juice It Up regardless of your written or orally expressed intention. Once so applied, Juice It Up will not alter the manner in which the payment has been applied. Juice It Up is not required to accept payments after they are due or to extend credit or otherwise finance your operations. Failure to pay all amounts when due may result in suspension of access to Juice It Up's services and support until the failure is cured and, if not cured within any applicable cure period, constitutes good cause for termination of this Agreement.

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DEPARTMENT OF CORPORAT

f.

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MAR 3 0 Z006 3

SACRAMENTO OFFICE


DEPARTMENT OF CORPORATIONS 0

1L12. EFT and Pre-Authorized Payments.                                                                    _ ___

SACRAMENTO OFFICE

fi.1?.1.            AAt Juice it Up's request, you shall, at your sole cost and expense,

instruct your bank to pay the amount of your Royalty, Advertising Fee and other fees directly to Juice it Up from your account, by electronic funds transfer or such other automatic payment mechanism which Juice it Up may designate ("EFT") and upon the terms and conditions set forth in the Manual, and promptly upon Juice it Up's request, you shall execute or re-execute and deliver to Juice it Up such pre-authorized check forms and other instruments or drafts required by Juice it Up's bank or third-party clearing house, payable against your bank account, to enable Juice it Up to draw your Royalty, Advertising Fee and other sums payable under the terms of this Agreement. The current form of instrument to authorize EFT is attached as Attachment 2. If Juice it Up shall designate EFT, then you shall, in addition to those terms and conditions set forth in the Manual, maintain a single bank account for such payments and shall maintain such minimum balance in such account as Juice it Up may reasonably specify from time to time. You shall not alter or close such account except upon Juice it Up's prior written approval. Any failure by you to implement such EFT system in strict accordance with Juice it Up's instructions shall constitute a material breach of this Agreement.

6 1?.?             Alf you are delinquent more than 3 times in any continuous 12 month

period during the term of this Agreement in the payment of its Royalty, Advertising Fee or other fees, or of other sums due to Juice it Up, or fails to report its sales on a timely basis and otherwise in accordance with this Agreement, Juice it Up may require you to implement a system prescribed by Juice it Up which shall permit Juice it Up unilaterally to estimate and draw down the amounts owed by you, which system may include EFT systems, automatic debits, use of pre-authorized checks, other instruments or authority or any other arrangement Juice it Up may prescribe. Juice it Up may base its estimates of Royalties, Advertising Fees and similar payments which are calculated based on Adjusted Gross Sales, on your historically reported Adjusted Gross Sales. You shall promptly implement such system in strict accordance with Juice it Up's instructions and failure to do so shall constitute a material breach of this Agreement.

7.             OBLIGATIONS OF FRANCHISEE

7.1. Use of Trade Name and Marks

7.1.1.  Context

You may use the Trade Name and Marks only in the operation of a JUICE n" UP juice bar only at an AAccepted Location. You may not use any other trade name or marks in connection with the JUICE IT UP Juice Bar.

7.1.2.  Changes in Trade Name and Marks

Juice It Up has invested substantial money, time, and energy, in the promotion and protection of its Trade Name and other Marks as they exist on the Start Date. It has no present intention of altering them. However, Juice It Up recognizes that rights in intangible property such as the Trade Name and Marks are often difficult to establish and defend and

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that changes in the cultural and economic environment within which the System operates or third-party challenges to Juice It Up rights in the Marks may make changes in the Trade Name and Marks desirable or necessary. Juice It Up therefore reserves the right to change its Trade Name and Marks and the specifications for each when Juice It Up believes that such changes will benefit the Franchise Network. You agree that you will promptly conform, at your own expense, to any such changes.

7.1.3.  Advertising Materials

You agree to submit to Juice It Up copies of all non-Juice It Up-generated advertising materials that you propose to use at least two weeks before the first time they are broadcast or published. Juice It Up will review the materials within a reasonable time and will promptly notify you whether it approves or rejects them. Juice It Up may not withhold its approval unreasonably, provided, however, if you make any product or ingredient related claims, we may reject the materials containing such claims at our sole option and discretion. For purposes of this paragraph, advertising materials that differ from previously approved materials only in such variables as date or price will be considered to be previously approved. Even if Juice It Up has approved specified materials, it may later withdraw its approval if it reasonably believes it necessary to make the advertising conform to changes in the System or to correct unacceptable features of the advertising, including any misrepresentation (or alleged misrepresentation), or "claim" in the advertising material.

7.1.4.  Legal Protection

You agree to notify Juice It Up immediately in writing if you become aware of any unauthorized use of Juice It Up's Trade Name, Marks, or System. Thereupon, we will, in our discretion, determine whether or not we wish to take any action against any third person on account of such alleged unauthorized use of Juice It Up's Trade Name, Marks, or System. You do not have the right to make any demand against any alleged infringer or to prosecute any claim of any kind or nature whatsoever against any alleged infringer for or on account of such infringement. You will promptly notify Juice It Up in writing of any claim, demand, or suit against you or against your principals in connection with your use of the Trade Name, Marks, or System. Although we are not required to take any action or defend any claim, in any action or proceeding arising from or in connection with any such claim, demand, or suit, you agree that Juice It Up may select legal counsel and has the right to control the proceedings.

Z^ Start-Up

7.2.1. Compliance with Manual

You must operate the JUICE IT UP Juice Bar in complete compliance with the standards and specifications set out in the Manual. Juice It Up may make changes in these standards and specifications from time to time. Such changes may necessitate the purchase of equipment, supplies, menu boards, external signs, furnishings or other goods, completion of additional training by your employees, or other cost to you. You must promptly conform to the modified standards and specifications at your own expense. You

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must at all times keep your copy of the Manual current by inserting in it revised pages given to you by Juice It Up in either hard copy or electronic form, and deleting superseded pages. If there is any dispute as to the requirements of the Manual at any point in time, the terms of the master copy of the Manual maintained by Juice It Up will control.

Without limiting any of Juice it Up's rights or remedies herein or at law or equity, Juice it Up may establish and impose fines (not to exceed $1,000 per instance) for violating your duties under this Agreement and/or the Manual. The fact that fines may be imposed will Aneither be construed as a waiver of Juice It Up's right to require strict compliance with this Agreement and the Manuals, nor as liouidated damages. Juice it Up may also establish charge-back policies and procedures to recoup from you the amount of any refunds Juice it Up makes to resolve customer complaints relating to goods or services sold or performed you. Juice it Up may require you to pay such fines upon demand or may utilize EFT to collect such fines.

7.2.2. Site Location and Development

You must, on your own initiative and at your own expense, locate and obtain our written acceptance of a location for your JUICE IT UP juice bar and secure a lease for the premises at that location. Upon our acceptance of that location, the location will be deemed to be the "AAcceoted Location". You must provide us with a fully executed copy of the lease for the premises at which you will operate the JUICE IT UP Juice Bar not later than 15 days after executing said lease. You will not execute a lease for the premises at which you intend to operate a JUICE IT UP juice bar unless you have received our prior written acceptance for the location of the premises. The tenant under the lease for the Accepted Location must be vou. You hereby authorize us to communicate with the lessor under the lease (and hereby authorizes such lessor to communicate with us^ for anv purpose, including de-identification of the Accepted Location following the termination or expiration of this Agreement, vour sales, vour defaults under this Agreement or the lease and negotiating a lease for the Accepted Location commencing following the termination or expiration of vour lease.

You must sign and obtain the signature of your lessor on the Conditional Assignment of Lease attached to this Agreement as Attachment 3.

We mav voluntarily (without obligation^ assist vou in obtaining an acceptable location. Neither our said assistance, if anv. our acceptance of your proposed site, nor our acceptance of the proposed lease or purchase agreement shall he construed to insure or guarantee the profitable or successful operation of the JUICE n~ UP Juice Bar bvvou. and we hereby expressly disclaim anv responsibility therefor. You acknowledge that it is vour sole responsibility for finding the Accented Location.

You must plan, construct, equip and furnish your Juice Bar in accordance with our currently effective standards, as described in the Manual. You will employ experienced and competent architects, engineers and general contractors of your own selection (but each accepted in writing by us prior to their engagements unless we have designated architects, engineers and general contractors in the Manuals as "approved" or "designated." in which case vou will only use such approved or designated vendors. At

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your sole cost and expense, Avou will have architectural, engineering and construction drawings and site plans prepared. and/orA modify the standard layout plans and specifications, which may be provided by us, and Aobtain all permits, consents, licenses, and approvals required to construct, remodel, renovate, and/or equip the AAcceoted Location. All such drawings and plans, and all modifications and revisions thereto, shall be submitted to us in writing for our prior review and acceptance before you commence demolition and construction, or renovation pursuant thereto. If we do not deliver written notice to you that we have accepted such drawing and plans, the same shall be deemed rejected.

You mav not open vour JUICE IT UP Juice Bar for business until vou have received written authorization to open from us. which authorization mav be conditional and subject to our satisfactory inspection of vour JUICE IT UP Juice Bar.

Our acceptance of vour drawings, plans, and modifications thereto, our guidance with the development of vour JUICE W UP iuice bar, and our authorization to open the JUICE ri" UP Juice Bar are to assure that vou comply with our standards and specifications, and shall not be construed as anv express or implied representation or warranty that the Accepted Location complies with anv applicable laws, codes or regulations or that the construction is sound or free from defects. Our criteria for acceptance or rejection do not encompass technical, architectural or engineering considerations. We will have no liability with respect to construction of the Accented Location, nor shall we be responsible in anv wavfor delays or losses occurring during the design, construction or other preparation of the iuice bar at the Accepted Location, whether caused bv the condition of the Accepted Location, the desion. engineering, construction. eouiopino. decorating, or stocking of the iuice bar at the Accepted Location, or anv other reason. You expressly acknowledges and agrees that we do not, directly or indirectly. warrant or ensure that the desion. decor, appearance, fixtures, layout, and/or other improvements of the iuice bar at the Accepted Location will guaranty vour success.

Subject only to Force Majeure, vou must commence construction (or remodeling) of the AAccepted Location within 165 days following the date of this Agreement. Without limiting the foregoing and subject only to Force Majeure, you will take all necessary action to develop your Juice Bar in a timely manner in relationship to the Start Date stated in Article 3 or any written extension of the Start Date we grant to vou. The time periods for the commencement and completion of construction and commencement of business bv the Start Date are of the essence of this Agreement. If vou fail to perform vour obligations contained in this Section, we mav deem vour failure to so perform its obligations to constitute a material default of this Agreement.

In the event of the occurrence of an event which vou claim to constitute Force Majeure, vou must provide written notice to us in writing within 5 davs following commencement of the alleged Force Majeure which notice shall include the words "Force Majeure" and explicitly describe the specific nature and extent of the Force Majeure, and how it has impacted vour performance hereunder. You must provide us with continuous updates mo less freouentlv than once each week) on vour progress and diligence in responding to and overcomina the Force Majeure, and shall notify us immediately uoon

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cessation of such Force Majeure, and provide all other information as mav be requested bv us. If vou fail to notify us of anv alleged Force Majeure within said 5 davs. or shall fail to provide anv such updates during the continuance of the alleged Force Majeure, vou shall be deemed to have waived the rioht to claim such Force Majeure.

Default under your lease or sublease, if non-curable or if uncured within any applicable cure period, is a noncurable default under this agreement and may, at our option, lead to immediate termination of this Agreement.

7.2.3.  Lav-out, Design and Construction

You will at your sole cost and expense promptly cause the JUICE W UP Juice Bar to be constructed, equipped and improved in accordance with such our standards and specifications for the design and layout of a JUICE H UP juice bar, unless we, in writing, agree to modifications thereof. Unless otherwise permitted in writing by us, you will use the materials provided by us to plan and organize the construction of your JUICE W UP juice bar, including the project management activity timeline. AUnless otherwise permitted us in writing, vou will only use service providers (such as architects, engineers, and designers), contractors, and equipment vendors that are indicated as "approved" in the Manuals. You may, however, use other service providers, contractors and equipment vendors of your own choice provided, that each such service provider, contractor and vendor is acceptable to us (which acceptance will not be unreasonably withheld) prior to your engagement of such person or entity. You must provide us with such information as we may request regarding each such service provider, contractor and vendor as a condition to our acceptance. By issuing our approval or acceptance, we do not make any guaranty or warranty concerning the fitness or quality of the goods or services of any supplier, vendor, contractor or other A provider.

You or your project manager must communicate with us no less than weekly regarding the status of the development and construction of the JUICE IT UP Juice Bar.

7.2.4.  Orientation and Initial Training Program

You or your Designated Manager must faithfully attend all phases of the ITP and complete it to Juice It Up's satisfaction, as certified by it in writing by us. Failure to successfully complete any aspect of the training program, as determined by Juice It Up in its sole discretion, constitutes a material breach and default of this Agreement and grounds for immediate termination of this Agreement. However, Juice It Up has the right to offer you one or more remedial courses of action, such as additional training or employment of supplemental personnel, in lieu of declaring a material breach of this Agreement.

7.2.5.  Opening

You will notify us of the scheduled date on which all construction or remodeling of the AAccepted Location will be completed in accordance with our specifications and all permits (and other approvals) necessary to open to the public shall have been obtained and you have fully prepared the AAccepted Location for opening assistance training (the "Scheduled Completion Date") no later than 30 days prior to the Scheduled Completion

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Date. You must periodically communicate with us so that Juice It Up training personnel can be appropriately scheduled to provide the opening assistance and training. We will use commercially reasonable efforts to provide the opening assistance and training promptly following the Scheduled Completion Date, but you agree that our opening assistance and training is provided an as-available basis.

You may not open the JUICE IT UP Juice Bar to the public until Juice It Up certifies in writing that, in the view of its management, you and your employees are prepared to do so. By certifying that Juice It Up's management believes the store is prepared to open, Juice It Up does not guarantee that the JUICE IT UP Juice Bar will be successful. Success will depend on a number of factors, including your skill and hard work and general economic conditions that are not within Juice It Up's control.

7.2.6. Products and Services Offered

You must offer and sell all the products and services and only the products and services that Juice It Up has authorized you to provide. All products and services prepared, sold or provided by you from the JUICE n" UP Juice Bar must be prepared, sold and/or manufactured in strict accordance with our recipes, standards and specifications, including specifications as to ingredients, brand names, preparation and presentation.

Promotional Items, including menus, gift and loyalty card machines, program POS material, supplement guides, in-store promotional posters, smoothie cards, and point-of-sale materials for new promotions, may be purchased only from Juice It Up or a designated or approved supplierA as set forth in the Manual. The reason why designated suppliers must be patronized is that many of the items they supply are proprietary to Juice It Up and must be protected by contract. Also, by entering into exclusive purchasing agreements with these suppliers, Juice It Up may have negotiated quantity discounts for the JUICE IT UP Network as a whole.

You must buy juices, frozen yogurt and sherbets, IQF fruit, other food products, nutritional supplements, organic coffee, snacks, Aand the POS system, and when available, polling software exclusively from approved suppliers. You must use and sell only the specified retail supplements, snacks, Jumpin' Java organic coffee, and other products designated by Juice It Up from time to time.

Paper goods, including cups and paper napkins bearing the Juice It Up marks, may be purchased only from approved suppliers. To be approved, a supplier must stock all of the long list of paper items used in a JUICE IT UP juice bar, be reliable, and charge reasonable prices.

If you would like to use any ingredient, ingredient distributor, or, product or service which has not previously been approved by Juice It Up, you must advise Juice It Up of this fact and, upon Juice It Up's request, give Juice It Up product specifications, sample products, and/or information about the supplier. Juice It Up will promptly communicate to you either its written approval or its reasons for withholding its approval. Silence may not be construed as consent. Normally, Juice It Up will not expect you to pay for its evaluation of a supplier. However, if the cost of inspecting the supplier's premises, checking the

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supplier's credentials, or testing the product is inordinate, Juice It Up may ask you to contribute to the cost of the evaluation. As a condition of approving a supplier of any product that bears the Trade Name or Marks, Juice It Up may require that the supplier sign Juice It Up's License Agreement. Juice It Up may withdraw its approval of a supplier or product if either or both no longer meet Juice It Up standards or specifications.

We mav. from time to time, authorize vou to test market products and/or services in connection with the operation of the JUICE IT UP Juice Bar, You shall cooperate with us in connection with the conduct of such test marketing and shall comply with the our rules and regulations established from time to time in connection herewith.

7.2.7. Customer Satisfaction Program

You must distribute customer response cards in the form prescribed by Juice It Up for return by its customers to Juice It Up. If your scores from the customer response cards do not meet Juice It Up's then-current standards, as described in the Manual, Juice It Up may suggest ways in which you can improve your scores. Additionally, from time to time, Juice It Up may employ the services of a mystery shopping company to evaluate customer service. Scores from that evaluation must meet defined minimum expectations. If you do not take immediate, effective steps to bring your operation up to Juice It Up's standards, your failure to do so will constitute a material breach of this Agreement.

77H Menus-All Promotional Items and other goods and services offered or sold from the JUICE IT UP Juice Bar shall be marketed by approved menu formats to be utilized in the JUICE W UP Juice Bar. The approved and authorized menu and menu format(s) mav include, in our discretion, requirements concerning organization, graphics, product descriptions, illustrations, and any other matters related to the menu, whether or not similar to those listed. In our discretion, the menu and/or menu format(s) mav vary depending upon region, market size, and other factors. We mav change the menu and/or menu format(s) from time to time or region to region or authorize tests from region to region or authorize non-uniform regions or juice bars within regions.

You must, upon receipt of notice from us. add, delete, or revise each Promotional Item or and other goods and services offered or sold from the JUICE n~ UP Juice Bar on its menu according to the instmctions contained in the notice. You shall have a minimum of 30 davs and not more than 60 davs after receipt of written notice in which to fullv implement anv such change. You must cease selling anv previously approved product within 30 davs after receipt of notice that the product is no longer approved.

7.2.9. AInspections

Juice It Up and/or its designated representatives (which may include "mystery shoppers") may conduct periodic quality control inspections of the JUICE n" UP Juice Bar during normal business hours. You hereby authorize Juice It Up and its representatives to enter your JUICE n" UP Juice Bar at any time during business hours with or without notice. Quality control inspections may be made with or without prior notice and are not limited as

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to frequency. You must promptly correct any deficiencies in your operation of which you are advised by Juice It Up. If you do not take immediate, effective steps to bring your operation up to Juice It Up standards, your failure to do so will constitute a material breach of this Agreement.

You shall promptly reimburse Juice it Up for all of its costs and expenses incurred in connection with each inspection of your JUICE IT UP Juice Bar if you fail to achieve the minimum acceptable standard in connection with the evaluation of your JUICE IT UP Juice Bar during such inspection.

7.7.10.            ANotification of Complaints

You must notify Juice It Up promptly if you are served with a complaint in any legal proceeding that is in any way related to the JUICE IT UP Juice Bar or if you become aware that you are the subject of any complaint to or investigation by a governmental licensing authority or consumer protection agency.

7.7.11.            AEthical Business Conduct; Business Practices

|ai Juice It Up expects you to abide by certain standards of moral and ethical behavior in the conduct and operation of your business. This applies both to management of affairs within the local community of the JUICE IT UP Juice Bar, relationship with vendors and suppliers, and to the relationship with us and our Related Parties. You must, in all dealings with your customers, suppliers, and public officials, adhere to high standards of professionalism, honesty, integrity, fair dealing and ethical conduct and refrain from engaging in any action which will cause any violation of any applicable law. Without limiting the foregoing, you must periodically communicate with, and promptly respond to communications from us and our Related Parties.

b Neither vou nor any of vour Owners conducts anv activity, or has failed to conduct anv activity, if such action or inaction constitutes a money laundering crime-including anv money laundering crime prohibited under the International Money Laundering Abatement and Anti-Terrorist Financing Act, as amended, and anv amendments or successors thereto.

|ci Neither vou. anv of vour Owners nor anv employee of either of them is named as a "Specially Designated Nationals" or "Blocked Persons" as designated bvthe U.S. Department of the Treasury's Office of Foreign Assets Control. Currently, this list is published              under              the              internet             website              address

"". You are neither directly nor indirectly owned or controlled bv the government of anv country that is subject to a United States embargo. Nor do vou or vour Owners act directly or indirectly on behalf of the government of anv country that is subject to a United States embargo. You aoree that vou will notify us in writing immediately of the occurrence of anv event, which renders the foregoing representations and warranties of this paragraph incorrect.

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1& You represent that vou understand and have been advised bv legal counsel on the requirements of the applicable laws referred to above, including the United States Foreign          Corrupt          Practices          Act          (currently          located          at

). as amended, any local foreign corrupt practices laws, and the USA Patriot Act of 2001. as amended, and hereby acknowledges the importance to us, the Franchise Network, and the parties' relationship of their respective compliance with any applicable auditing requirements and any reguirement to report or provide access to information to us or any government, that is made part of any applicable law. You must take all reasonable steps to reguire its consultants, agents and employees to comply with such laws prior to engaging or employing any such persons.

7717             Hours

Subject to applicable law or subseouent written agreement between vou and us to the contrary, the JUICE fT UP Juice Bar shall be open and operational at least 12 hours per dav. 7 davs per week or as otherwise prescribed bv us: provided however, the JUICE IT UP Juice Bar shall be open and operational additional hours if reouired bv applicable agreement. You shall diligently and efficiently exercise vour best efforts to achieve the maximum Adjusted Gross Sales possible from JUICE fT UP Juice Bar, and shall remain open for longer hours if additional opening hours are reasonably reouired to maximize operations and sales.

77 13            Vending or Other Machines

Except with our written approval, vou shall not cause or permit vending, gaming machines, pay telephones, automatic teller machines, Internet kiosks or any other mechanical or electrical device to be installed or maintained at the JUICE IT UP Juice Bar.

7 7 14            Co-Brandinc

You mav not enoaoe in anv co-brandino in or in connection with the JUICE fT UP Juice Bar, except with our prior written consent. We shall not be reouired to approve anv co-brandino chain or arrangement except in our discretion, and only if we have recognized that co-brandino chain as an approved co-brand. "Co-branding" includes the operation of an independent business, product line or operating system owned or licensed bv another entity mot us^ that is featured or incorporated within the Accepted Location or is adjacent to the Accepted Location and operated in a manner which is likely to cause the public to perceive it to be related to the JUICE IT UP Juice Bar licensed and franchised hereunder. An example would be an independent ice cream store or counter installed within JUICE fT UP Juice Bar.

7.3. Personnel

7.3.1. Management

Your Designated Manager must devote all his or her productive time and effort to the management and operation of the JUICE n" UP Juice Bar in the minimum amount of

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forty (40) hours per week. If vou are a natural person, vou mav be the Designated Manager provided that vou satisfy the provisions of this Agreement with respect to the Qualifications and training of the Designated Manager. The Designated Manager or another employee who has successfully completed Juice It Up initial training program must be present at the AAcceoted Location whenever the JUICE W UP Juice Bar is open for business. If you own more than one JUICE n" UP Aiuice bar, an additional Designated Manager will be employed for eachA JUICE IT UP iuice bar. If Juice It Up, in its sole discretion, determines that a Designated Manager is not properly performing his duties, Juice It Up will advise you and you must immediately take steps to correct the situation. You must keep Juice It Up informed as to the identity of your Designated Manager. Upon the termination of employment of a Designated Manager, you must appoint a successor within thirty (30) days. Any successor Designated Manager must successfully complete the ITP to our satisfaction before starting work in the JUICE IT UP Juice Bar, unless otherwise agreed by us in writing. You must pay our then-current fee for the ITP in connection with the training of a successor Designated Manager.

7.3.2. Employees

Starting immediately before the commencement of the opening assistance training and at all times thereafter, you must maintain at all times a staff of trained employees sufficient to operate the JUICE n" UP Juice Bar in compliance with Juice It Up standards. You must train your employees in accordance with our standards and the Manuals.

7.4.     Signs and Other Advertising Materials

You must permanently display, at your own expense, on your business premises and on all vehicles you use in the franchised Juice Bar, JUICE n" UP signs of any nature, form, color, number, location and size, and containing any legends that Juice It Up has designated in writing. Such lighted exterior building signs must be lighted from dusk to dawn daily, seven (7) days a week, and maintained in workable condition at all times.

You may use and display, as instructed by Juice It Up, all advertising materials we provide to you from time to time. If you do not use and display advertising materials we provide to you in the manner we instruct, then you must return the unused advertising materials to us promptly and at your expense.

7.5.     Financial Information

7.5.1.  Records

You must record all sales and all receipts of revenue on individual machine serial-numbered receipts. Cash registers must validate the receipts that are presented at the time of sale to your customers. You must retain daily sales reporting forms and accompanying cash register tapes for at least three years after the dates of sale. If your cash register must be repaired, a replacement cash register must be used in its absence.

7.5.2.   Reports and Reporting Equipment

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Juice It Up requires you to obtain an electronic cash register, modem, fax machine, computer, telephone, and communications and accounting software that meet specifications set out in the Manual to facilitate the creation of standardized financial records and their conveyance to Juice It Up. You must obtain and maintain at least three (3) separate dedicated telephone lines to be used in the JUICE IT UP Juice Bar, which will be used for voice, fax and data communications. You must, at your own expense, provide a modem and telephone line with which Juice It Up may poll your cash register nightjy. We mav require vou to obtain a high-speed (dsl. T1. or other high speed connection) connection or access to the internet.

If we require vou to obtain a POS System, upon notice vou must purchase, and thereafter continue to use and maintain the computerized point of sale cash collection system (including all related hardware and software) as specified in the Manuals or otherwise bv us in writing for use in connection with the JUICE IT UP Juice Bar (the "POS System"). We mav reouire the POS System to be (i) connected to a telephone line (or other communications medium specified bv us) at all times and be capable of accessing the Internet via a designated third party network for the purpose of implementing software. transmitting and receiving data, accessing the Internet for ordering and maintaining the POS System: and (in electronically linked to us or our designated Related Party or designee, and vou must allow us and/or our Related Party or designee, to poll the POS System on a daily or other basis at such times and in such manner as established bv the us. with or without notice, and to retrieve such transaction information including sales, sales mix, usaoe. and other operations data as we deem appropriate.

We mav reouire vou to update, upgrade or replace the cash register and/or POS System, including hardware and/or software, from time to time upon written notice. We will not reouire vou to replace the POS System anv more frequently than once every three years.

You must also submit to Juice It Up, at the time of filing, copies of all federal, state and local income tax returns. Juice It Up will use this data to prepare financial reports for management's use and to formulate earnings and expense information that it may disclose to prospective franchisees. You must provide periodic financial reports to Juice It Up at the times and using the chart of accounts specified in the Manual.

7.6. Insurance

You must purchase and maintain a policy or policies of comprehensive public liability insurance, including product liability coverage, covering all JUICE n" UP Juice Bar assets, personnel, and activities on an occurrence basis with a combined single limit for bodily injury, death or property damage of not less than two million dollars ($2,000,000). Juice It Up may increase the minimum coverage requirement annually if necessary to reflect inflation or other changes in circumstances. You must also carry 1) casualty insurance in a minimum amount equal to the replacement value of your interest in the JUICE IT UP Juice Bar premises, including furniture, fixtures and equipment, and 2) business interruption insurance in an amount sufficient to cover the rent of the JUICE IT UP

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Juice Bar premises, salary or wages of key personnel, and other fixed expenses for not less than 12 months.

In addition, you must maintain policies of worker's compensation insurance, disability insurance and any other types of insurance required by applicable law. Each insurance policy that is required under this Agreement must contain a provision that the policy cannot be canceled without ten (10) days' written notice to Juice It Up. It must be issued by an insurance company of recognized responsibility, designate Juice It Up as an additional named insured, and be satisfactory to Juice It Up in form, substance and coverage. You must deliver a certificate of the issuing insurance company evidencing each policy to Juice It Up within ten (10) days after the policy is issued or renewed and from time to time promptly on request. Failure to do so is a material breach of this agreement.

If you fail to obtain the required insurance coverage, we mav. without obligation. obtain such insurance coverage on vour behalf. You must pav us on demand any costs and premiums incurred bv us. plus an administrative fee eoual to 15% of the amount of the premium to defray anv administrative cost incurred bv us.

7.7.     Financial and Legal Responsibility

7.7.1.  Compliance with Law; Crisis Management Events

laX You must comply with all federal, state, and local laws and regulations pertaining, directly or indirectly, to the JUICE IT UP Juice Bar. You must keep current all licenses, permits, bonds, and deposits made to or required by any government agency in connection with the operation of the JUICE IT UP Juice Bar.

M Upon the occurrence of a Crisis Management Event, vou must immediately inform our President (or as otherwise instructed in the Manuals^ bv telephone. You must cooperate fully with us with respect to vour response to the Crisis Management Event.

7.7.2.  Payment of Indebtedness

You must pay promptly when due all taxes and debts that you incur in the conduct of your business.

7.8.     Software License Agreement: Juice Net

If Juice It Up develops a proprietary software system for use by its franchisees, you agree to purchase, install, use and maintain the software. Juice It Up will use best efforts to minimize expense to you in connection with any required software.

We will have sole discretion and control over all aspects of the Juice Net, including the content and functionality thereof. We have no obligation to maintain the Juice Net indefinitely, and may dismantle it at any time without liability to you. You have the mere privilege to use the Juice Net, subject to your strict compliance with the standards and specifications, protocols and restrictions that we may establish from time to time. You

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agree to sign the Juice Net terms of use attached hereto as Attachment 7, and such amendments as we may require from time to time. You acknowledge that, as administrator of the Juice Net, we can access and view any communication that any person posts on the Juice Net. You agree that the Juice Net and all communications that are posted to it will become our property, free of any claims of privacy or privilege that you or any other person may assert.

If you at any time you are not in Good Standing, we may, in addition to, and without limiting any other rights and remedies available to us, disable or terminate your access to the Juice Net without us having any liability to you, and in which case we will only be required to provide you with a paper copy of the Manuals and any updates thereto, if none have been previously provided to you, unless you are not otherwise entitled to the Manuals.

7.9. Local Advertising: Grand Opening

You must spend at least one percent (1 %) of your Adjusted Gross Sales per year on local advertising and promotion in a manner that conforms with the Manual. You may deduct from this requirement any amounts you pay to a mandatory mall advertising program. You must submit, on or before the fifteenth (15th) day of each calendar quarter, copies of invoices for advertising materials, public relations activities, and/or media space and time showing compliance with the provisions of this paragraph during the immediately preceding quarter. Advertising expenditures in excess of the required minimum in any quarter may be used to offset shortfalls in any later quarter, as long as the total advertising expenditures for the calendar year, on a cumulative basis, equal or exceed the stated minimum.

Unless you are an assignee of this Agreement, or you have signed this Agreement in connection with a Transfer, you must expend not less than $1,000 to conduct a grand opening advertising and promotion program for the JUICE n UP Juice Bar, which grand opening promotion: (a) is in addition to advertising and promotion required by under this Agreement; (b) will utilize marketing and public relations programs and media and advertising materials approved by us; (c) will be conducted in accordance with our specifications and standards; and (d) will be conducted within 30 days following you opening the JUICE IT UP Juice Bar to the public. Promptly following the conclusion of such grand opening promotion program, you will send us written notice of its completion and such documents as we may request to evidence your expenditure of at least $1,000 to conduct such program.

8.            RELATIONSHIP OF PARTIES

8-1. Interest in Marks and System

You may not at any time do or cause to be done anything contesting or impairing Juice It Up's interest in its Trade Name, Marks or System. You acquire no rights in any of these things except for your right to use them in accordance with the express terms of this Agreement. Juice It Up retains the right to grant other franchises or licenses to use the Trade Name, Marks and System upon any terms that we wish.

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02


JL2. Independent Status

You are an independent legal entity and must make this fact clear in your dealings with suppliers, lessors, government agencies, employees, customers and others. You will rely on your own knowledge and judgment in making business decisions, subject only to the requirements of this Agreement and the Manual. It is expressly agreed that the parties intend bv this Agreement to establish between vou and us the relationship of franchisor and franchisee. Neither vou nor us is the employer, employee, agent, partner or co-venturer of or with the other, each being independent. You may not expressly or implicitly hold yourself out as an employee, partner, shareholder, joint venture or representative of Juice It Up, nor may you expressly or implicitly state or suggest that you have the right or power to bind us or to incur any liability on our behalf. All employees hired bv or working for vou shall be vour employees and shall not, for anv purpose, be deemed our employees or subject to our control. You and we agree that the relationship created bv this Agreement is one of independent contractor and not a fiduciary relationship. You may not use the Trade Name as part of your corporate name or limited partnership name.

fL2. Display of Disclaimer

You must conspicuously display a sign that states that "THIS JUICE IT UP JUICE BAR IS INDEPENDENTLY OWNED AND OPERATED" at the AAccepted Location. Business cards, stationery, purchase order forms, invoices, leases, tax returns and other documents you use in your business dealings with suppliers, lessors, government agencies, employees and customers must clearly identify you as an independent legal entity.

8.4. Confidentiality

You acknowledge and agree that the recipes, procedures, information, ideas, forms, marketing plans and other materials disclosed to you under this Agreement, whether or not included in the Manual, are confidential and proprietary information and trade secrets of Juice It Up. You agree to maintain the confidentiality of all such material. You may not disclose any such information to any third party, except to your employees and agents as necessary in the regular conduct of the JUICE IT UP Juice Bar and except as authorized in writing by Juice It Up. You mav not use anv such information in anv manner except as necessary for the regular conduct of the JUICE IT UP Juice Bar.

You must obtain written nondisclosure agreements, in the form of Attachment A5 to this Agreement, from your employees, agents and Related Parties and must send Juice It Up a copy of each such agreement within ten (10) days after each employee and agent begins his or her relationship with you, and with respect to the Related Parties, upon our request.

BJL indemnification

8.5.1. Indemnification by You

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You will indemnify and hold Juice It Up and its Related Parties harmless from all expenses, claims, losses, and liabilities of any kind arising from or in any way connected to (\) vour development, construction or operation of the JUICE fT UP Bar, or (\\) anv act or omission of yours. If Juice It Up or any of its Related Parties is made a party to a legal proceeding in connection with your act or omission, Juice It Up may hire counsel to protect its interests and bill you for all costs and expenses incurred by Juice It Up or any of its Related Parties or both, as applicable. You must promptly reimburse Juice It Up or its Related Party or Parties or both, as applicable. In spite of the foregoing, you will not be obligated to indemnify and hold Juice It Up and its Related Parties harmless for expenses, claims, losses, or liabilities based upon or alleging: 1) gross negligence and/or intentional misconduct of Juice It Up and/or Juice It Up's Related Party; and/or 2) breaches by Juice It Up or its Related Party of any agreement to which Juice It Up or its Related Party is a party. This indemnity will continue in full force and effect after and in spite of the Termination of this Agreement.

aft? Indemnification bv Juice It Up

Juice It Up will indemnify and hold you and vour Related Parties harmless from all expenses, claims, losses, and liabilities of any kind arising from Aour intentional misfeasance, gross negligence or material breach of its obligations under this Agreement. except to the extent caused bv the intentional misfeasance, gross negligence or material breach bv you (orA vour Related Parties! of obligations under this Agreement. In spite of the foregoing, Juice It Up will not be obligated to indemnify and hold you and your Related Parties harmless for expenses, claims, losses, or liabilities based upon or alleging: 1) your negligence and/or intentional misconduct and/or the negligence and/or intentional misconduct of your Related Party; and/or 2) your breaches or those of your Related Party of any agreement to which you or your Related Party is a party. This indemnity will continue in full force and effect after and in spite of the Termination of this Agreement.

BJL Covenants

Neither you nor any of your Related Parties (other than us) may, during the term of this Agreement and for two (2) years after its Termination, directly or indirectly, as owner, partner, investor, member, director, officer, employer, employee, principal, agent, franchisor, franchisee, or consultant:

ai Aoperate or own more than a ten percent (10%) beneficial interest in any company that is competitive with any JUICE H*" UP Juice Bar and that is located within five (5) miles of any JUICE IT UP Juice Bar;

^ Aemploy or seek to employ any person who is employed by Juice It Up or any other JUICE n" UP franchisee or otherwise induce or attempt to induce such a person to leave his or her employment;

In). interfere or attempt to interfere with any of the business relationships or advantages of Juice It Up or any other JUICE IT UP franchisee; or

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idi Adivert or attempt to divert any customer or business from Juice It Up or any other JUICE IT UP franchisee or solicit or attempt to obtain the business of any person who has been a customer of Juice It Up's franchisee.

You must obtain written noncompetition agreements, in the form of Attachment 5 to this Agreement, from your employees, agents and Related Parties and must send Juice It Up a copy of each such agreement within ten (10) days after each employee and agent begins his or her relationship with you, and with respect to Related Parties, upon our request.

8.7. Guaranty

If you are Aan Entity, each of your 10% or more owners must personally, and unconditionally, guaranty the payment and performance of each of your obligations under this Agreement and the obligations of your employees, agents and Related Parties, that are required to sign agreements in the form ofAAttachment 5. You must cause your owner to sign and deliver to us the personal guaranty attached as Attachment 6 of this Agreement.

9.             TRANSFER OF FRANCHISE

9.1. Purpose of Conditions for Approval of Transfer

Juice It Up's grant of this franchise is made in reliance upon your integrity, ability, experience and financial resources. Neither the franchise nor the JUICE rr UP Juice Bar operated under it may be Transferred unless you have first obtained Juice It Up's written consent, which may not be unreasonably withheld. In order to ensure that no Transfer jeopardizes the Trade Name, the Marks, or Juice It Up's interest in the successful operation of the JUICE fT UP Juice Bar, Juice It Up will consent to a Transfer only if you comply with the provisions of Sections 9.2 and 9.3 of this Agreement and if the conditions described in Section 9.4 are fulfilled.

SL2. Notice of Proposed Transfer

If you would like to Transfer this franchise, you must submit to Juice It Up: a) the form of franchise purchase application currently in use by Juice It Up, completed by the prospective assignee; b) a written notice, describing all the terms and conditions of the proposed Transfer; and c) the transfer fee described in Article 6 of this Agreement. If the Transfer is not approved by Juice It Up, Juice It Up will return the transfer fee to you after deducting direct costs incurred in connection with the proposed Transfer.

9^3* Consent by Juice It Up: Right of First Refusal

Juice It Up must respond in writing to your written notice within fifteen (15) days after receiving it, or, if Juice It Up requests additional information, within the later date of fifteen (15) days after receipt of the additional information or the final day of the original fifteen (15) day period. Juice It Up may either consent to the Transfer, tell you its reason for refusing to consent, or purchase the JUICE F UP Juice Bar from you itself upon the same

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terms and conditions as those offered by the third party, except that Juice It Up mav substitute a reasonable amount of cash for anv non-cash consideration. Silence may not be construed as consent. If Juice It Up consents to the Transfer, then you may Transfer the interest described in the notice only to the named assignee and only upon the terms and conditions stated in the notice. Consent by Juice It Up to a particular Transfer will not constitute consent to any other or subsequent Transfer.

9-4- Conditions for Consent to Transfer

Provided that Juice It Up does not exercise the right of first refusal set forth in Section 9.3, then the consent of Juice It Up is subject to certain conditions, including but not limited to:

§i Satisfaction of Juice It Up that the proposed assignee meets all of the criteria of character, business experience, financial responsibility, net worth and other standards that Juice It Up customarily applies to new franchisees at the time of Transfer;

hi APayment of all your outstanding debts to Juice It Up;

ici ACure of all defaults under the Franchise Agreement, any other agreement(s) between Juice It Up or its Affiliate and you, and the Manual;

&U AAt Juice It Up's option, Athe transferee/assignee shall have either (a) assumed this Agreement bv a written assumption agreement approved bv us. or has agreed to do so at closing, and at closing executes an assumption agreement approved bv us: provided however, that such assumption shall not relieve vou (as transferor/assignor^ of anv such obligations: or (b) executed a replacement franchise agreement on the then-current standard form of franchise agreement^ used bv us in the state in which the JUICE n~ UP Juice Bar is being operated. provided, however, that the term of replacement franchise agreement shall be the remaining term of this Agreement, and, at our reouest. the transferor/assignor shall have executed a continuing guaranty in our favor of the performance and payment bv the transferee/assignee of all obligations and debts to us and our Related Parties under the replacement franchise agreement;

IbX At vour expense, the JUICE PT UP Juice Bar shall be remodeled, modernized and redecorated and the fixtures, equipment, and signs used in the JUICE IT UP Juice Bar shall be replaced and modernized so that the JUICE IT UP Juice Bar meet the standards of appearance and function applicable to the premises of new JUICE IT UP iuice bars at the time of the Transfer:

0 AThe prior receipt of your payment of the transfer fee described in Article 6 of this Agreement;

(ol You completing and signing the exit Questionnaire reasonably prescribed bv us:

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M Our receipt of an estoppel agreement indicating anv and all causes of action, if anv. that vou mav have against us or if none exist, so stating, and a list of all Owners having an interest in this Agreement or in vou. the percentage interest of Owner, and a list of all officers and directors, in such form as we mav reouire:

Q ACompletion by the assignee of the Juice It Up orientation and initial training program, to Juice It Up's satisfaction; and

i AYou and any Related Parties that are parties to an agreement with us have signed a general release of known and unknown claims in a form satisfactory to Juice It Up with respect to past dealings with Juice It Up and its Related Parties:

JELiL Changes of Ownership Considered Not To Be Transfers

As used in this Agreement, the term "Transfer" does not mean an assignment toA

AA anv of your employees under any employee stock option plan or stock purchase plan, provided that any share certificate distributed under such a plan is marked with a legend describing the restrictions and conditions of Transfer required by this Agreement.

iliL Transfer Upon Death

If you are an individual and die during the term of this Agreement we will give your heirs or beneficiaries up to sixty (60) days within which to demonstrate to Juice It Up's satisfaction that they meet all of the criteria of character, business experience, financial responsibility, net worth and other standards that Juice It Up requires of new franchisees at that time. If Juice It Up approves your heirs or beneficiaries as assignees of the franchise, Juice It Up will waive any transfer fee in connection with the Transfer. If Juice It Up advises your heirs or beneficiaries in writing that Juice It Up will not approve them as assignees of the franchise, or if Juice It Up fails to approve or disapprove the Transfer within sixty (60) days following your death, your heirs or beneficiaries may have one hundred twenty (120) additional days from the date of disapproval of the Transfer or the end of the sixty (60)day period, whichever is first, within which to find and notify Juice It Up of a proposed Transfer to a qualified assignee in conformity with the provisions of Sections 9.2,9.3, and 9.4 of this Agreement. If your heirs or beneficiaries do not advise Juice It Up of a qualified assignee within the specified period, the franchise will automatically terminate at the end of the period unless a written extension of time has been granted by Juice It Up.

9-7. Assignment by Juice It Up

Juice It Up may assign this Agreement or any rights or obligations created by it at any time without your consent provided that the assignee expressly agrees in writing to assume Juice It Up's obligations under this Agreement.

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LJL Assignment to a Controlled Entity

If vou are one or more natural persons, and in the event that vou propose to transfer all of vour interest in this Agreement and the assets of the JUICE IT UP Juice Bar (including the lease or fee for the premises of the Accepted Location) operated hereunder to corporation, limited liability company, or Partnership formed by vou solely for the convenience of ownership, vou may (without paving the transfer fee specified in this Agreement), with our written consent to such transfer, which consent may be conditioned on the following reguirements:

M Upon our reouest. vour delivery to us of a true, correct and complete copy of the transferee Entity's articles of incorporation or articles of organization, bvlaws. operating agreement, partnership agreement, and other organizational documents. and we have accepted the same:

Ifal The transferee Entity's articles of incorporation or articles of organization, bvlaws. and operating agreement, as applicable, shall provide that its activities are confined exclusively to operating the JUICE IT UP Juice Bar:

dl The each individual original franchisee directly owns the same legal and beneficial ownership of the Eouitv and voting rights of the transferee as such person(s) did immediately prior to the Transfer to the transferee Entity:

^ Such Entity is in good standing in its jurisdiction of organization and each other jurisdiction where the conduct of its business or the operation of its properties reouires it to be so Qualified:

lei Such Entity conducts no other business than the operation of JUICE IT UP iuice bars:

Ql Such Entity assumes all of the obligations under this Agreement pursuant to written agreement, the form and substance of which shall be acceptable to us. provided that no such assignment will relieve the original party of anv of its obligations under this Agreement:

iSX Each individual comprising vou. and all present and future owners of 10% or more (directly or indirectly), in the aggregate, of the Eouitv or voting rights of vou shall execute a written guaranty, in a form prescribed bv us. personally, irrevocably and unconditional guaranteeing, jointly and severally, with all other guarantors, the full payment and performance of all of the obligations to us and our Related Parties under this Agreement:

(& At our reouest. vou must, and must cause each of vour Related Parties who have executed a franchise agreement and each direct or indirect parent or subsidiary of such Related Party, to execute and deliver to us a general release, on a form prescribed bv us of anv and all known and unknown claims against us and our

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Related Parties and their officers, directors, agents, shareholders and employees: aM

J You must reimburse us for all direct and indirect costs and expense we mav incur in connection with the transfer including attorneys' fees.

10.           TERMINATION OF FRANCHISE

10.1. Termination by Consent of the Parties

This Agreement may be terminated upon the mutual written consent of the parties. UL2. Termination bv Juice It Up

10.2.1.            Notice of Default

(a)       Subject to applicable laws of the jurisdiction in which the JUICE IT UP Juice Bar is located to the contrary, you shall be deemed to be in default under this Agreement, and all rights granted herein shall at Juice It Up's election automatically terminate upon notice to you upon the occurrence of any of the defaults described in A Sections 10.2.2 (f) through (ApJ below.

(b)       You will have five (5) days after our written notice of default within which to remedy the default described in subsection 10.2.2(e) below. If such default is not cured within that time period, or such longer time period as applicable law may require or as we may specify in the notice of default, this Agreement and all rights granted by will automatically terminate, without further notice or opportunity to cure.

(c)       You will have thirty (30) days after our written notice of default within which to remedy any of the defaults described in subsections 10.2.2 (a) through (d) below, and to provide evidence of such remedy to us. If any such default is not cured within that time period, or such longer time period as applicable law may require or as we may specify in the notice of default, we may terminate this Agreement and all rights granted by it upon notice to you, without further opportunity to cure.

10.2.2.            Events of Default

Upon the occurrence of any of the following defaults, Juice It Up at its option, may terminate this Agreement:

{al Alf you fail to submit to Juice It Up in a timely manner any information you are required to submit under this Agreement;

hi Alf you fail to begin operation of a JUICE IT UP Juice Bar by the Start Date of this Agreement, or if you fail to operate your JUICE n" UP Juice Bar in accordance with this Agreement and the Manual;

lj Alf you materially default in the performance of any obligation under this Agreement or any other agreement with Juice It Up or its Related Party, except for a default or

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termination of any Development Agreement consisting solely of vour failure to meet the development schedule thereunder:

di Alf you (or any other person required to undergo training) fails to successfully complete any aspect of the applicable training program;

jbX Alf you fail to make any payment when due under this Agreement or any other agreement between you and Juice It Up or a Related Party of Juice It Up;

IQ Alf you misuse the Marks or the System or engage in conduct which reflects materially and unfavorably upon the goodwill associated with them or if you use in a JUICE IT UP Juice Bar any names, marks, systems, logotypes or symbols that Juice It Up has not authorized you to use;

Xgi Alf you or any of your Related Parties has any direct or indirect interest in the ownership or operation of any business that is confusingly similar to a JUICE IT UP Juice Bar or uses the System or the Marks, or if you fail to give Juice It Up a signed copy of the Nondisclosure and Noncompetition Agreement for each of your Related Parties within ten (10) days after the Related Party assumes that status with you;

m Alf you attempt to assign your rights under this Agreement in any manner not authorized by this Agreement;

Li Alf you or your Related Party has made any material misrepresentation in connection with the acquisition of a JUICE IT UP Juice Bar or to induce Juice It Up to enter into this Agreement;

i Alf you act without Juice It Up's prior written approval or consent in regard to any matter for which Juice It Up prior written approval or consent is expressly required by this Agreement;

{kl Alf you cease to operate the JUICE IT UP Juice Bar, unless: (i) operations are suspended for a period of no more than one hundred eighty (180) days and (ii)the suspension is caused by fire, condemnation, or act of God;

^ Alf you fail to permanently correct a breach of this Agreement or to meet the standards set out in the Manual after being twice requested in writing by Juice It Up to correct the problem in any twelve (12) month period;

|mi Alf Juice It Up makes a reasonable determination that the operation of the JUICE n UP Juice Bar poses a threat to public health or safety;

M AExcept as otherwise required by the United States Bankruptcy Code, if you become insolvent, are adjudicated a bankrupt, or file or have filed against you a petition in bankruptcy, reorganization or similar proceeding; or

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ioi Alf you are convicted of a felony or any criminal misconduct which is relevant to the operation of the JUICE IT UP Juice Bar.

10.3. Termination by You

You may terminate this Agreement Adue to a material default bv Juice It Up of its obligations hereunder, which default is not cured bv Juice It Up within 60 davsA after our receipt of prompt written notice bv vou to Aus detailing the alleged default with specificity: provided, that if the default is such that it cannot be reasonably cured within such 60 dav period, we shall not be deemed in default for so long as it commences to cure such default within 60 davs and diligently continues to prosecute such cure to completion. Your termination will be valid only if the conditions of the next section of this Agreement, entitled "Rights and Obligations After Termination," are met in full within the specified time periods.

10-4. Rights and Obligations After Termination

Upon termination of this Agreement for any reason, the parties will have the following rights and obligations:

|ai A Juice It Up will have no further obligations under this Agreement;

AYou must give Juice It Up a final accounting for the JUICE rr UP Juice Bar, pay Juice It Up within thirty (30) days after Termination all payments due to Juice It Up, and return the Manual and any other property belonging to Juice It Up to Juice It Up.

Xei AYou must immediately and permanently stop using the Marks or any confusingly similar marks, the System, or any advertising, signs, stationery, or forms that bear identifying marks or colors that might give others the impression that you are operating a JUICE IT UP Juice Bar;

|di AYou must promptly sign any documents and take any steps that in the judgment of Juice It Up are necessary to delete your listings from classified telephone directories, disconnect or, at Juice It Up's option, assign to Juice It Up all telephone numbers that have been used in the JUICE n" UP Juice Bar, and terminate all other references that indicate you are or ever were affiliated with Juice It Up. By signing this Agreement, you irrevocably appoint Juice It Up your attorney-in-fact to take the actions described in this paragraph if you do not do so yourself within seven (7) days after Termination of this Agreement.

Ib). aYou must maintain all records required by Juice It Up under this Agreement for a period of not less than three (3) years after final payment of any amounts you owe to Juice It Up when this Agreement is Terminated.

ifi A Juice It Up has an option to purchase any or all of the physical assets of the JUICE n UP Juice Bar, including its equipment, supplies and inventory, during a period of sixty (60) days following the effective date of Termination, valued at the lower of cost or fair market value. Juice It Up must send written notice to you within thirty (30) days after Termination of this Agreement of its election to exercise the option to

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purchase. If the parties do not agree on a price within the option period, the "option period may be extended for up to fifteen (15) business days to permit appraisal by an independent appraiser who is mutually satisfactory to the parties. If the parties fail to agree upon an appraiser within the specified period, each must appoint an appraiser and the two appraisers thus appointed must agree on a third appraiser within ninety (90) days after Termination who must determine the price for the physical assets of the JUICE IT UP Juice Bar in accordance with the standards specified above. This determination will be final and binding upon both Juice It Up and you.

Juice It Up must send written notice to you within thirty (30) days after Termination of this Agreement if it elects to exercise the option to purchase. You must sign a bill of sale and any other documents necessary to complete the sale on the terms set out above.

Xai AJuice It Up has an option to replace you as lessee under any equipment lease for equipment that is used in connection with the JUICE IT UP Juice Bar. Upon request by Juice It Up, you must give us copies of the leases for all equipment used in the JUICE IT UP Juice Bar immediately upon Termination. Upon our request, you must allow us the opportunity, at a mutually satisfactory time, to inspect the leased equipment. We must request the information and access described in this paragraph within fifteen (15) days after Termination; it must advise you of its intention to exercise the option within fifteen (15) days after it has received the information and/or inspected the equipment. Juice It Up may assume any equipment lease in consideration of its assumption of future obligations under the lease. Upon exercise of this option by Juice It Up you will be fully released and discharged from future rents and other future liabilities under the lease if the terms of the lease permit it, but not from any debts to the lessor that already exist on the date when the option is exercised.

iQ A Juice It Up has an option to replace you as lessee or owner of the premises of the JUICE IT UP Juice Bar.

If you rent the premises of the JUICE IT UP Juice Bar, Juice It Up may assume the lease in return for its assumption of future obligations under the lease. Upon exercise of this option by Juice It Up, you will be fully released and discharged from future rents and other future liabilities under the lease if the terms of the lease permit it, but not from any debts to the lessor that already exist on the date when the option is exercised.

If you own the premises of the JUICE IT UP Juice Bar, Juice It Up may purchase the premises from you in consideration of the fair market value of the property. Juice It Up must send written notice to you within thirty (30) days after Termination of this Agreement of its election to exercise the option to purchase and must be prepared to close the transaction within sixty (60) days after the fair market value has been determined. If Juice It Up and you fail to agree upon the fair market value of the property within the option period, each must appoint an appraiser and the two appraisers thus appointed must agree on a third appraiser within ninety (90) days

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after Juice It Up has given notice of its election to purchase. The appraisers, or a majority of them, must determine the fair market value of the premises of the JUICE IT UP Juice Bar. This determination will be final and binding upon both Juice It Up and you.

ji Alf the franchise granted in this Agreement is terminated because of your default, the rights of Juice It Up described above may not necessarily be Juice It Up's exclusive remedies, but will instead supplement any other equitable or legal remedies available to Juice It Up. If this Agreement is terminated because of your material default, nothing in this section may be construed to deprive Juice It Up of the right to recover damages as compensation for lost profits. Termination of this Agreement will not end any obligation of either party that has come into existence before Termination. All obligations of the parties which by their terms or by reasonable implication are to be performed in whole or in part after Termination will survive Termination.

11.           MISCELLANEOUS PROVISIONS

11-1- Construction of Contract

Section headings in this Agreement are for reference purposes only and will not in any way modify the statements contained in any section of this Agreement. Each word in this Agreement may be considered to include any number or gender that the context requires. If there is any conflict between this Agreement and the Manual, this Agreement will control. As used in this Agreement, the words "include," "includes" or "including" are used in a non-exclusive sense. Unless otherwise expressly provided herein to the contrary, any consent, acceptance, approval or authorization of Juice It Up which you may be required to obtain hereunder may be given or withheld by Juice It Up in its sole discretion, and on any occasion where Juice It Up is required or permitted hereunder to make any judgment, determination or use its discretion, including any decision as to whether any condition or circumstance meets Juice It Up's standards or satisfaction, Juice It Up may do so in its sole subjective judgment and discretion. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against the drafter hereof, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto. Juice It Up and you intend that if any provision of this Agreement is susceptible to two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall be given the meaning that renders it enforceable.

11.2. Governing Law. Venue, and Waiver of Jury

This Agreement is made in the State of California. This Agreement and its provisions shall be governed by and construed and interpreted under the laws of the State of California, without giving effect to any conflict of laws principles, except (1) the provisions of Section 8.6 of this Agreement shall be governed by the laws of the state in which the JUICE IT UP Juice Bar is located; (2) the provisions of the California Franchise Investment

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Law and California Franchise Relations Act shall not apply unless they would be otherwise applicable without this Agreement's designation of governing law; and (3) trademark matters will be governed by the Lanham Act.

Any suit brought hereon any and all legal proceedings to enforce this Agreement, whether in contract, tort, equity or otherwise, shall be brought in the state or federal courts sitting in Orange County, California, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it, and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner specified by law.

EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS PT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OR OMISSIONS OF JUICE tY UP OR YOU OR ANY OTHER PERSON RELATING TO THIS AGREEMENT, OR ANY OTHER AGREEMENT, PROCEEDING OR OTHER LITIGATION BROUGHT TO RESOLVE ANY DISPUTE ARISING UNDER, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH.

11-3- Notices

The parties to this Agreement should direct any notices to the other party at the address below that party's name on the final page of this Agreement or at another address if advised in writing that the address has been changed. Notice may be delivered by facsimile (with simultaneous mailing of a copy by first class mail), courier, or first class mail. Notice by facsimile will be considered delivered upon transmission; by courier, upon delivery; and by first class mail, three days after posting. Notice of termination or nonrenewal must be given by a receipted form of delivery. Notices regarding updates and changes to, and updates and changes to, the Manuals may be delivered by Juice It Up to you through the Juice Net or by other electronic means. A posting to the Juice Net by us of a change or update to the Manual shall be deemed received on the business day following the posting by us. You may not send notices to us electronically.

11-4. Amendments

This Agreement may be amended only by a document signed by all of the parties to this Agreement or by their authorized agents.

11.5. Waiver

Waiver of any breach of this Agreement may not be interpreted as a waiver of any subsequent breach.

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11.6. Integration

This Agreement and any exhibits or attachments to it are the entire agreement between the parties concerning the franchise it grants. All A prior and contemporaneous agreements and representations, other than those included in the offering circular, are superseded by it.

11-7. Limitation of Actions

Neither party may maintain an action against the other party unless a) the party delivers written notice of any claim to the other party within one hundred eighty (180) days after the event complained of becomes known to the party and b) files an action within one (1) year after the notice.

11 a Severability

Each provision of this Agreement will be considered severable. If, for any reason, any provision of it is determined to be invalid or in conflict with any existing or future law or regulation, that provision will not impair the operation of the remaining provisions of this Agreement. The invalid provisions will be considered not to be a part of this Agreement. However, if Juice It Up determines that the finding of illegality adversely affects the basic consideration for its performance under this Agreement, Juice It Up may, at its option, terminate it.

11.9.   Approval

If you are Aan Entity, all officers, managers, general partners and AOwners with a ten percent (10%) or greater interest^ must approve this Agreement, permit you to furnish the financial information required by Juice It Up, and agree to the restrictions placed on them, including restrictions on the transferability of their interests in the franchise and Afranchised iuice bars and limitations on their rights to compete

11.10. General Release

If you or any of your Related Parties has a currently-effective franchise agreement from us, then vou shall, and vou shall cause your Related Parties to, execute and deliver to us a general release, in a form prescribed by us. of all existing claims against us and our Related Parties arising out of those former agreements.

11.11. Submission of Agreement

The submission of this Agreement does not constitute an offer and this Agreement shall become effective only upon the execution thereof by vou and us. You acknowledge that vou have carefully read this Agreement and all other related documents to be executed concurrently or in coniunction with the execution hereof, that it has obtained the advice of counsel in connection with entering into this Agreement, that it understands the nature of this Agreement, and that it intends to comply herewith and be bound hereby.

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11.12. AAcceptance by Juice It Up

This Agreement will not be binding on Juice It Up unless and until it has been signed by an authorized officer of Juice It Up.

[remainder of page intentionally left blank]

SSSSffsrmm

SttUNlEHTO OFFICE

LOSANGELES 231198v16 62765-00001

44


11.13. DISCLAIMER OF REPRESENTATIONS

NO REPRESENTATIONS OR PROMISES OF ANY KIND HAVE BEEN MADE BY JUICE IT UP TO INDUCE YOU TO SIGN THIS AGREEMENT EXCEPT THOSE SPECIFICALLY STATED IN THE FRANCHISE DISCLOSURE DOCUMENTS THAT HAVE BEEN DELIVERED TO YOU. YOU ACKNOWLEDGE THAT NEITHER JUICE IT UP NOR ANY OTHER PERSON HAS GUARANTEED THAT YOU WILL SUCCEED IN THE OPERATION OF THE JUICE IT UP JUICE BAR OR HAS PROVIDED ANY SALES OR INCOME PROJECTIONS OF ANY KIND TO YOU. YOU HAVE MADE AN INDEPENDENT INVESTIGATION OF ALL IMPORTANT ASPECTS OF THE JUICE IT UP JUICE BAR. YOU UNDERSTAND THAT JUICE IT UP IS NOT A FIDUCIARY AND HAS NO SPECIAL RESPONSIBILITIES BEYOND THE NORMAL RESPONSIBILITIES OF A SELLER IN A BUSINESS TRANSACTION.

IN WITNESS TO THE PROVISIONS OF THIS AGREEMENT, the undersigned have signed it on the date stated in Article 1.

FRANCHISOR JUICE IT UP FRANCHISE CORPORATION

vBy:

Frank N. Easterbrook,

DEPARTMENT OF CORPORATinwc Chief Executive Officer

D^jjp/^r-jjifl ffrir^                    17915 Sky Park Circle, Suite J

j|U             -.in '"Ylp^                   Irvine, CA92614

«..-.              -------------                                                                FRANCHISEE

SACRAMENTO OFFICE

___________________________________[name]

m,

Name:

Its:

Address:

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The original documents were scanned as an image. The original file can be downloaded at the link above.