Franchise Agreement

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Sample Franchise Agreement

SILVER MINE SUBS¹* FRANCHISE, INC. FRANCHISE AGREEMENT

PARTIES

THIS AGREEMENT is made by and between Silver Mine Subs® Franchise, Inc., a Colorado Corporation, hereinafter known as Silver Mine Subs or "Franchisor" and the persons signing as Franchisee or Guarantors' and referenced to herein individually or collectively as "Franchisee," to evidence the agreement and understanding between the parties as follows:

RECITALS

WHEREAS, Franchisor has developed, operates and has the right to license a system or business program, including expertise for conducting and operating restaurants under the Mark Silver Mine Subs®; and

WHEREAS, Silver Mine Subs® Franchise Inc. owns the exclusive rights to use certain trade names, trademarks, logos, service marks and other property in connection with the operation of restaurants and has developed expertise (including confidential information) and a unique, distinctive and comprehensive system (the "System") for the establishment and operation of a franchised restaurant offering a menu featuring:

Hot and Cold Submarine Sandwiches, salads, wraps, sides, soup and chili, assorted fountain and bottled beverages.

for the promotion and identification of the mark Silver Mine Subs® and stylized logo for the sale of products and services at Silver Mine Subs® locations (the hereinafter referred to as "Restaurant", Franchise Location or "Business"); and

WHEREAS, Franchisor has devised a uniform system for the establishment and operation of Businesses, including a distinctive exterior and interior restaurant design, trade dress decor and color scheme; uniform standards, specifications, and procedures for operations; procedures for quality control; training and ongoing operational assistance; advertising and promotional programs; and other related benefits for use of Franchisee under the Names and Marks, all of which may be changed, improved, and further developed by Silver Mine Subs® Franchise, Inc. from time to time; and

WHEREAS, Silver Mine Subs® Franchise Inc. identifies its System by means of certain trade names, service marks, trademarks, logos, emblems, trade dress and other indicia of origin, including but not limited to the mark Silver Mine Subs®, "Dig In At The Mine", and such other trade names, service marks, trademarks and trade dress as are now designated (and may hereafter be designated by Silver Mine Subs® Franchise, Inc. in writing) for use in connection with its System (the "Names and Marks").

WHEREAS, Silver Mine Subs Franchise, Inc. continues to develop, use, and control the use of such Names and Marks to identify for the public the source of services and products

marketed thereunder and under its System, and to represent the System's high standards of consistent quality, appearance, and service.

WHEREAS, Franchisor has established substantial goodwill and business value in its Names and Marks, expertise and System; and

WHEREAS, Franchisee desires to obtain a franchise from Franchisor for the right to use

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the "Names and Marks" and the expertise for operating a Silver Mine Subs Restaurant and to obtain the benefits and knowledge of Franchisor's System including, but without limitation, business design, food and beverage items, operating methods, product preparation, advertising, sales techniques and materials, signs, personnel management, control systems, bookkeeping and accounting methods, and in general a style, method and procedure of business operation utilizing the Names and Marks as a Franchisee of Franchisor; and

WHEREAS, Franchisee recognizes the benefits to be derived from being identified with and licensed by Franchisor and Franchisee understands and acknowledges the importance of Silver Mine Subs® high standards of quality, cleanliness, appearance, and service and the necessity of operating the Business in conformity with Silver Mine Subs® standards and specifications.

NOW, THEREFOR, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

I. FRANCHISEE'S ACKNOWLEDGEMENT OF BUSINESS RISK AND ABSENCE OF GUARANTEE

Franchisee (and each partner or shareholder if Franchisee is a partnership or corporation) hereby represents that he or she has conducted an independent investigation of the Franchisor's business and System and recognizes that the business venture contemplated by this Agreement involves, business risks and that its success will depend upon Franchisee's abilities as an independent businessperson. Franchisor expressly disclaims the making of, and Franchisee acknowledges that it has not received any warranty or guarantee, express or implied, as to the potential volume, profits or success of the business contemplated by this Agreement.

II. FRANCHISEE'S ACKNOWLEDGEMENTS CONCERNING RECEIPT AND THOROUGH EVALUATION OF AGREEMENT

Franchisee acknowledges that it has read and understands this Agreement, the Attachments hereto, and any agreements relating thereto, and that Franchisee has been advised by a representative of Silver Mine Subs® Franchise, hie. to consult with an attorney or advisor of Franchisee's own choosing about the potential benefits and risks of entering into this Agreement prior to its execution.

Franchisee acknowledges that any statements, oral or written, by Silver Mine Subs® Franchise, Inc. or its agents preceding the execution of this Agreement were for informational purposes only and do not constitute any representation or warranty by Silver Mine Subs®

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Franchise, Inc. The only representations, warranties and obligations of Silver Mine Subs Franchise, Inc. are those specifically set forth in the Uniform Franchise Offering Circular and this Agreement. Franchisee must not rely on, and the parties do not intend to be bound by, any statement or representation not contained therein.

Franchisee acknowledges that Silver Mine Subs® Franchise, Inc. will not provide or designate locations for Franchisee, will not provide financial assistance to Franchisee, and has made no representation that it will buy back from Franchisee any products, supplies or equipment purchased by Franchisee in connection with the Business.

Franchisee acknowledges having received, read, and understood this Agreement and attachments thereto. Franchisee further acknowledges that Franchisor has accorded Franchisee ample time and opportunity to consult with independent legal counsel and other advisors of its own choosing concerning the potential benefits and risks of entering into this Agreement. Franchisee acknowledges that it has received a completed copy of this Agreement, attachments referred to herein, and agreements relating hereto, if any, at least five (5) business days prior to the date on which this Agreement was executed. Franchisee further acknowledges that it has received the disclosure document required by the Trade Regulation Rule of the Federal Trade Commission, entitled "Information For Prospective Franchisees Required By The Federal Trade Commission," at least ten (10) business days prior to the date on which this Agreement was executed.

III. ACTUAL, AVERAGE. PROJECTED OR FORECASTED FRANCHISE SALES. PROFITS OR EARNINGS

The Franchisor does not make or present and has not prepared "Earning Claims" and has not made them any as an exhibit to the Uniform Franchise Offering Circular. Earnings claims located in the Uniform Franchise Offering Circular are the only statement of sales, profits or earnings that the Franchisee should rely upon.

Franchisee, and each party executing, this document hereto, acknowledges that Silver Mine Subs® Franchise, Inc., itself or through any officer, director, employee or agent, has not made, and Franchisee has not received or relied upon, any oral or written, visual, express or implied information, representations, assurances, warranties, guarantees, inducements, promises or agreements concerning the actual, average, projected or forecasted franchise sales, revenues, profits, earnings or likelihood of success that Franchisee might expect to achieve from operating the Business, except as set forth in the Franchise Offering Circular reviewed by Franchisee or its representatives.

IV. INDEPENDENT CONTRACTOR

A. Franchisee is an Independent Contractor

During the term of this Agreement, and any renewals or extensions hereof, Franchisee shall hold itself out to the public as an independent contractor operating its business pursuant to a franchise from the Franchisor. Franchisee agrees to take such affirmative action as may be necessary, including, without limitation, exhibiting multiple public notices of that fact, the content and display of which Franchisor shall have the right to specify. For example, such

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notices shall be provided on letterhead, business cards, bank account names, bank checks, and signs at the place of business.

B. Franchisor Is Not In A Fiduciary Relationship With Franchisee

It is understood and agreed by the parties hereto that this Agreement does not establish a fiduciary relationship between them, and that nothing in this Agreement is intended to constitute either party an agent, legal representative, subsidiary, joint venture, partner, employee, or servant of the other for any purpose whatsoever.

It is understood and agreed that nothing in this Agreement authorizes Franchisee, and Franchisee shall have no authority, to make any contract, agreement, warranty, or representation on behalf of Silver Mine Subs® Franchise, Inc., or to incur any debt or other obligation in Silver Mine Subs® Franchise, Inc. name; and that Silver Mine Subs® Franchise, Inc. shall in no event assume liability for, or be deemed liable hereunder or thereunder as a result of any such action; nor shall Silver Mine Subs Franchise, Inc. be liable by reason of any act or omission of Franchisee in its conduct of the Business or for any claim or judgment arising therefrom against Franchisee or Silver Mine Subs Franchise, Inc.

V. FRANCHISE GRANT

Franchisor hereby grants to Franchisee, upon the terms and conditions herein contained and subject to the License Agreement, the right, license, and privilege, and Franchisee hereby accepts a franchise under the terms and conditions set forth herein for the right to operate a Business at the Location set forth in Section VI. (the "Accepted Location"), with the right to use solely in connection therewith the Franchisor's Names and Marks, its advertising and merchandising methods, and Franchisor's System, as they may be changed, improved and further developed from time to time only at the Accepted Location as set forth in Section VI. and provided the Franchisee shall adhere to the terms and conditions hereof.

VI. EXCLUSIVE AREA OR TERRITORY

The Franchise Location(s) shall be: within the State of__________________in the

county(s) of__________________________

And in the Designated Marketing Area, as specified by Arbitron, of

The exact accepted location is:

If Accepted Location is not selected prior to the signing of this agreement, by the parties, then it shall be entered at a later date, under the terms of this agreement.)

Franchisee shall not relocate the Business without the express prior written consent of

Silver Mine Subs Franchise, Inc. During the term of this Agreement, Silver Mine Subs Franchise, Inc. shall not establish, nor license another party or entity to establish, a Silver Mine Subs® Restaurant within a circle around the accepted location which has a three (3) mile diameter and a one and one-half (1 1/2) radius OR Thirty-Thousand (30,000) population, whichever is less, with the accepted location as its' center point.

VII. TERM AND RENEWAL OF AGREEMENT

A. Term

The Franchise herein granted shall be for a term often (10) years from the date of execution and acceptance (the "Effective Date") of this Franchise Agreement (the "Agreement") by Silver Mine Subs® Franchise, Inc. and subject to earlier termination as herein provided.

B. Renewal

Franchisee may, at its option, renew this Franchise for one (1) additional period of ten years (10) years, if Franchisor is still offering franchises at that time, and further subject to the following conditions, all of which must be met prior to renewal:

1. Franchisee shall give the Franchisor written notice of its election to renew not less than six (6) months prior to the end of the then current term;

2. Franchisee must not be in default under any provision of the Agreement, any amendment hereof or successor hereto, or any other agreement between Franchisor and Franchisee, and Franchisee shall have complied with all the terms and conditions of all such agreements during the terms thereof;

3. Franchisee shall complete to Franchisor's satisfaction such maintenance and renovation of the Business as Franchisor may reasonably require in writing. Franchisee shall renovate to the then current standardized format of Franchisor;

4. Franchisee shall have satisfied all monetary obligations owed by Franchisee to Franchisor and its affiliate(s) prior to renewal;

5. Franchisee shall execute, before the renewal term, the Franchisor's then-current form of Agreement, which agreement shall supersede this Agreement in all respects, and the terms of which may differ from the terms of this Agreement. Franchisor shall charge Franchisee a renewal fee often percent (10%) of the current franchise fee;

6. Franchisee shall comply with Franchisor's then current qualification and training requirements; and

7. Franchisee must execute a general release, in a form prescribed by Franchisor, of any and all claims against Franchisor and its affiliate, and their respective officers, directors, agents and employees, if such release is not in conflict with any local, state or federal laws.

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VIII. FRANCHISEE'S INITIAL INVESTMENT

the Franchisee's initial investment will vary depending upon the size of the Business, its geographical location, leasehold improvements required, the number of Businesses selected by the Franchisee, and other factors.

Franchisee hereby certifies that he or she has reviewed the above-estimated start-up costs as detailed in the Uniform Franchise Offering Circular and has sufficient cash resources available to meet said expenses. These start-up costs are in addition to the franchise fee.

IX. FRANCHISEE'S INITIAL FRANCHISE FEE

A. Initial Franchise Fee

By executing this Agreement, Franchisee agrees to become a Franchisee and pay an initial franchise fee in the amount of twenty thousand dollars ($20,000) for a single Silver Mine Subs® Franchise the "Initial Franchise Fee," which is due upon execution of this Agreement and receipt of which is hereby acknowledged by Silver Mine Subs® Franchise, Inc. If Franchisee purchases five (5) franchises at the signing of this agreement then the "Initial Franchise Fee" shall be fifteen-thousand ($15,000) each. The Initial Franchise Fee for the five (5) store Area Development Agreement will be paid as indicated herein: Fifteen thousand ($15,000) for the first store plus thirty-thousand dollars ($30,000) for half of the remaining Franchise Fees. The outstanding Fees will be paid upon execution of the individual Franchise Agreement for each remaining store. The Initial Franchise Fee shall be paid in a lump sum in U.S. funds and shall be deemed fully earned and nonrefundable in consideration of administrative and other expenses incurred by Silver Mine Subs® Franchise, Inc. in granting this franchise and for Silver Mine Subs® Franchise, Inc. lost or deferred opportunity to franchise others, except as described above in Section IX.A.

The State of California has required us refrain from collecting your Initial Franchise Fee or the ADA Initial Franchise Fee until we have provided all of our services. If we meet our obligations, and if you are not otherwise permitted a refund as described above, the Initial Franchise Fee or the ADA Initial Franchise Fee will be due to us.

The state of Illinois has reviewed our financial documents and as a result, has imposed certain financial assurances for the benefit of Illinois residents. The Initial Franchise Fee in Illinois will be placed in escrow at Bank One of Chicago Illinois, where it shall be held until Illinois franchisees are open for Business.

The states of Maryland and North Dakota have required us to defer the payment of the Initial Franchise Fee and the ADA Initial Franchise fee until we have provided all of the services we promised and which are listed in Item 11 below.

B. Time Limit for Starting Business

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Franchisee shall complete the construction of the Restaurant in accordance with the provisions and requirements of Section XII hereof (the "Construction") and shall open the Restaurant for business within four to six (4 to 6) months of the date of execution of this Franchise Agreement (the "Opening Date"); provided, however, that Franchisee shall have the right to substitute a different site, if such different site is acceptable to Franchisor, within sixty (60) days of execution of this Agreement. Franchisor may grant Franchisee one thirty- (30) day extension past the four to six months allotted within which to open the Restaurant.

Provided that the Franchisee has made full and complete application for all building permits, licenses, and all other permits required to open a Silver Mine Subs® restaurant, within 60 days of the execution date of this agreement, Franchisor may agree to grant up to three (3) thirty (30) day extensions to obtain all necessary permits if the delay was due to causes beyond the reasonable control of Franchisee, which agreement of Silver Mine Subs® Franchise, Inc. will not be unreasonably withheld. Franchisee must submit documentation of the status of the application(s) ten (10) days prior to the date of each thirty- (30) day extension requested. Upon the grant of such extensions) by Silver Mine Subs® Franchise, Inc., the Opening Date will be commensurately extended.

Should the Franchisee be unable to obtain all necessary permits and licenses during the stated period and extension time period or periods as a result of causes beyond the reasonable control of Franchisee (unless the requirement for the issuance of such permits and licenses is waived in writing by Franchisor), this Agreement shall be deemed terminated upon written notice from either Franchisee or Franchisor to the other, without the necessity of further action by either party or further documentation. Upon such termination, the Franchisor shall retain one-third (1/3) of the Franchise Fee as a Termination Fee, two-thirds (2/3) of the Franchise Fee will be refunded to the Franchisee within thirty (30) days of the notice by Franchisor of the termination of this Agreement.

During the term of this Agreement, the Accepted Location shall be used exclusively for the purpose of operating a franchised Silver Mine Subs® Restaurant. In the event the building shall be damaged or destroyed by fire or other casualty, or be required to be repaired or reconstructed by any governmental authority, Franchisee shall commence the required repair or reconstruction of the building within ninety (90) days from the date of such casualty or notice of such governmental requirement (or such lesser period as shall be designated by such governmental requirement) and shall complete all required repair or reconstruction as soon as possible thereafter, in continuity, but in no event later than one hundred eighty (180) days from the date of such casualty or requirement of such governmental notice. The minimum acceptable appearance for the restored building will be that which existed just prior to the casualty; however, every effort should be made to have the restored building include the then-current image, design and specifications of new entry Silver Mine Subs® Restaurants. If the building is substantially destroyed by fire or other casualty, Franchisee may, with Franchisor's agreement and upon payment of an amount equal to twenty five percent (25%) of all insurance proceeds as a consequence of such casualty to the Franchisor as a royalty, terminate this Agreement in lieu of Franchisee's reconstructing the building.

It is understood and agreed that, except as expressly provided herein, this franchise is non-exclusive and includes no right of Franchisee to subfranchise.

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C. Cooperation Required

Franchisee shall cooperate reasonably with Franchisor to ensure that the various actions occur that are necessary to obtain acceptance by Franchisor of the Business location. In particular, Franchisee shall furnish any pertinent information as may be reasonably requested by Franchisor regarding Franchisee's business and finances.

D. Time Limit for Approving Franchisee

Franchisor, will approve or disapprove the Franchisee's application for a franchise within thirty (30) days.

X. OTHER FEES

A. Base Royalty Fees

In addition to the Initial Franchise Fee described in Item IX above, the following recurring or isolated payments are required to be made by the Franchisee. The Franchisee pays to Silver Mine Subs® Franchise, Inc. a Base Royalty Fee of six percent (6%) on total Gross Sales of the Franchised Restaurant.

As used in this Agreement, "Gross Sales" shall include all revenue accrued from the sale of all products and performance of services in, at, upon, about, through or from the Business, whether for cash or credit and regardless of collection in the case of credit, and income of every kind and nature related to the Business including insurance proceeds and/or condemnation awards for loss of sales, profits or business; provided, however, that "Gross Sales" shall not include revenues from any sales taxes or other add on taxes collected from customers by Franchisee for transmittal to the appropriate taxing authority, (the retail value of any complimentary services or trade-outs or credit card discounts from Gross Sales up to a maximum of 2% of Gross Sales in the aggregate), and the amount of cash refunds to, and coupons used by customers, provided such amounts have been included in gross sales.

The Royalty Fee is uniform as to all persons currently acquiring a Franchise, nonrefundable, and is not collected on behalf of nor paid to any third party. The Royalty Fee shall be payable by the Franchisee and actually received by the Franchisor within four (4) days from the end of each week.

Any payment or report not actually received by Silver Mine Subs® Franchise, Inc. on or before the specified date shall be deemed overdue. If any payment is overdue, in addition to the right to exercise all rights and remedies available to Silver Mine Subs® Franchise, Inc. under this Agreement, Franchisee shall pay Silver Mine Subs® Franchise, Inc. in addition to the overdue amount, interest on such amount from the date it was due until paid at the lesser of the rate of eighteen (18%) percent per annum and the maximum rate allowed by the laws of the State in which Franchisee's business is located or any successor or substitute law (hereinafter the "Default Rate"), until paid in full.

B. National Advertising Fees

1. The National Advertising Fund ("Fund"), two percent (2%) of Gross Sales has been established as of 08/15/2004. We reserve the right, at our discretion to maintain and administer the central advertising fund (the Fund) for such advertising or public relations programs as we, in our sole discretion, may deem appropriate to promote Silver Mine Subs®. We will direct all such programs, and will have sole discretion over the creative concepts, materials, and endorsements and media used in such programs, and the placement or allocation of such programs. We reserve the right to determine in our sole discretion the composition of all geographic territories and market areas for the implementation and development of such programs. The Fund will be accounted for separately from our other funds and will not be used to defray any of our general operating expenses, except for such reasonable salaries, .administrative costs, travel expenses and overhead as we may incur in activities related to the administration of the Fund and its programs, including market research, preparing advertising, promotion and marketing materials and collecting and accounting for contributions to the Fund. We will prepare an annual unaudited statement of monies collected and costs incurred by the Fund and furnish it to you upon written request.

C. Local Advertising Plan and Expenditures

1. Local Advertising Plan

Franchisee agrees to create a local advertising and marketing plan by which Franchisee shall place local advertising in any media it desires, provided that such advertising conforms to the standards and requirements of Franchisor as set forth in Franchisor's Manual or otherwise designated by Franchisor. Franchisee shall not advertise the Business in connection with any other business, except with Franchisor's prior written approval. Franchisee shall obtain Franchisor's prior approval of all unapproved advertising and promotional plans and materials that Franchisee desires to use thirty (30) days before the start of any such plans. Franchisee shall submit such unapproved plans and materials to Franchisor (by personal delivery or through the mail, return receipt requested). Franchisee shall not use such plans or materials until they have been approved by Franchisor and shall promptly discontinue use of any advertising or promotional plans and material upon the request of Franchisor. Any plans or materials submitted by Franchisee to Franchisor which have not been approved or disapproved in writing, within fifteen (15) days of receipt thereof, by Franchisor, shall be deemed approved.

Franchisor shall oversee all advertising and promotional programs and shall have the sole discretion to approve or disapprove the creative concept, materials and media used in such programs, and the placement and allocation thereof. Franchisee agrees and acknowledges that Franchisor undertakes no obligation in administering the Advertising Funds to make expenditures for Franchisee that are equivalent or proportionate to its contribution, or to insure that Franchisee benefits directly or pro-rata from advertising or promotion conducted under any Advertising Fund.

2. Local Advertising Expenditures

During the term of this Agreement, Franchisee shall spend a minimum of

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two percent (2%) of the Gross Sales of the Restaurant on local advertising and promotion; provided, however, that Franchisor shall have the right to approve or disapprove any advertising proposed for use by Franchisee. In the event Silver Mine Subs® Franchise, Inc. establishes a Local Advertising Cooperative ("LAC") within Franchisee's Designated Market Area, DMA (as defined by Arbitron Corporation, or such other entity as shall be designated by Silver Mine Subs® Franchise, Inc., from time to time), Franchisee shall be obligated to contribute a minimum one percent (1%) of Gross Sales for local advertising and promotion expenditure described above to such Cooperative, to be actually received within four (4) days from the end of each week's accounting period. The LAC one percent (1%) will be deducted from the two percent (2%) the Franchisee is required to spend locally.

D. Grand Opening Expenditures

Franchisee shall expend, prior to the beginning of the second month of operation of Franchisee's Business, a minimum of 3,500 for advertising and promotional items, which advertising and promotional items must be used or employed prior to commencement, or during the first two months of operation of the Franchisee's Business. Franchisor may advise Franchisee regarding the preparation and placement of such advertising and promotional items. At least one daylong "open house" must be held where Franchisee invites prospective customers to visit the Restaurant to verify all Systems are in order and for additional training of staff with customer comments.

XI. FINANCING ARRANGEMENTS

Franchisee hereby acknowledges that financing is the responsibility of the Franchisee. The Franchisor does not finance or guarantee the obligations of the Franchisee. The Franchise Fee is due and payable upon execution of this Agreement and as set forth in Section IX.C. of this Agreement.

There are no waivers of defense by the Franchisee in either the Franchise Agreement or other documents evidencing obligations to the Franchisor.

XII. GENERAL OBLIGATIONS OF FRANCHISEE

A. Follow Operations Manual and Directives of Franchisor

Franchisee agrees that use of Franchisor's System and adherence to the Operations Manual (the "Manual"), and to Franchisor's standardized design and specifications for decor of the Business and uniformity of equipment, layouts, signs, menus, and other incidents of the Business, are essential to the image and goodwill thereof. Franchisee shall cooperate and assist Franchisor with any customer or marketing research program which Franchisor may institute from time to time. Franchisee's cooperation and assistance shall include, but not be limited to, the distribution, display and collection of customer comment cards, questionnaires, and similar items. In order to further protect the System and the goodwill associated therewith, Franchisee shall:

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1. Operate the Business and use the Operations Manual solely in the manner prescribed by Franchisor;

2. Comply with such requirements respecting any service mark, trade name, trademark, or copyright protection and fictitious name registrations as Franchisor may, from time to time, direct;

3. Follow the methods of preparation, service, and presentation so as to conform to the specifications and standards of Franchisor in effect from time to time;

4. Use only such supplies, equipment, and products so as to conform to Franchisor's specifications in effect from time to time;

5. Sell from the Business all products specified by Franchisor and not sell or offer for sale any other products of any kind or character without first obtaining the express approval of Franchisor, which shall be at the full discretion of the Franchisor who shall have the sole right of decision in regards to all products to be sold in the Franchise Restaurant. Franchisor shall have the right to not approve any product for any reason whatsoever or for no reason whatsoever.

6. Discontinue selling or offering for sale or using any products Franchisor may, in its absolute discretion, delete from its standards and specifications for any reason whatsoever or for no reason whatsoever.

7. Maintain in sufficient supply, and use at all times, only such products, materials, supplies, ingredients, methods of preparation and service, weight and dimensions of products served, standards of cleanliness, health and sanitation and methods of service as conform to Silver Mine Subs® standards and specifications; and to refrain from deviating therefrom by using non-conforming items or methods without Silver Mine Subs® Franchise, Inc. prior written consent.

9. Purchase such equipment, supplies, or products as may be required by Silver Mine Subs® Franchise, Inc. for the appropriate handling and selling of any food or beverage products that become approved for offering in the System.

10. Require clean uniforms conforming to such specifications as to color, design, etc. as Franchisor may designate, from time to time, to be worn by all of Franchisee's employees at all times while in attendance at the Restaurant, and to cause all employees to present a clean, neat appearance and render competent and courteous service to customers, as may be further detailed in the Manual.

11. Permit Silver Mine Subs® Franchise, Inc. or its agents, at any reasonable time, to remove from the Restaurant samples of item without payment therefor, in amounts reasonably necessary for testing by Silver Mine Subs® Franchise, Inc. or an independent laboratory to determine whether said samples meet Silver Mine Subs® Franchise, Inc. then-current standards and specifications. In addition to any other remedies it may have under this Agreement, Silver Mine Subs® Franchise, Inc. requires Franchisee to bear the cost of such testing

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if the supplier of the item has not previously been approved by Silver Mine Subs Franchise, Inc., or if the sample fails to conform to Silver Mine Subs® Franchise, Inc. specifications.

12. Not to install or permit to be installed on or about the Restaurant premises, without Silver Mine Subs® Franchise, Inc. prior written consent, any fixtures, furnishings, signs, equipment, or other improvements not previously approved as meeting Silver Mine Subs® Franchise, Inc. standards and specifications.

13. Employ a sufficient number of employees and maintain sufficient inventories as necessary to operate the Restaurant at its maximum capacity as prescribed or approved by Silver Mine Subs® Franchise, Inc. and to comply with all applicable Laws with respect to such employees.

14. Not engage in any trade practice or other activity or sell any product or literature which Franchisor determines to be harmful to the goodwill or to reflect unfavorably on the reputation of Franchisee or Silver Mine Subs® Franchise, Inc., the Restaurant, or the products sold thereat; or which constitutes deceptive or unfair competition, or otherwise is in violation of any applicable laws. The above limitations are closely related to the restaurant image, purpose and marketing strategy of the System, and therefor any change therefrom would fundamentally change the nature of the business.

B. Operate Franchised Business Only

Franchisee shall use the System and the Names and Marks provided to Franchisee by Franchisor for the operation of the Business and shall not use them in connection with any other line of business or any other activity. Neither Franchisee, nor any of its employees, may conduct any business at the Business other than that authorized pursuant to this Agreement, without the prior written approval of Franchisor. Neither Franchisee, nor any of its employees, may conduct any activity at the Business or in connection therewith which is illegal or which could result in damage to the Names and/or Marks or the reputation and goodwill of Franchisor.

C. Comply With Laws

Franchisee shall comply with all federal, state and local laws and regulations, and shall obtain and at all times maintain any and all permits, certificates, or licenses necessary for full and proper operation of the Business franchised under this Agreement. Franchisor's standards may exceed any and all of the requirements of said laws.

D. Maintain Confidentiality of Proprietary Information

Neither Franchisee nor any of its partners, officers, directors, agents, or employees shall, except as required in the performance of the duties contemplated by this Agreement, disclose or use at any time, whether during the terms of this Agreement or thereafter, any information disclosed to or known by Franchisee or any such person as a result of this Agreement. Such information, includes, but shall not be limited to, information conceived, originated, discovered, or developed by Franchisee or by any employee of Franchisee which is

not generally known in the trade or industry about Franchisor's products, services, or licenses, including information relating to discoveries, ideas, manufacturing, purchasing, accounting, engineering, marketing, merchandising or selling.

E. Maintain and Renovate Business

Franchisee shall at all times maintain the Business in a clean, orderly condition and in first class repair and condition in accordance with all maintenance and operating standards set forth in the Manual. Franchisee shall make, at Franchisee's expense, all additions, repairs, replacements improvements and alterations that may be determined by Franchisor to be necessary so that the facilities which are viewed by the public will conform to the System's image, as may be prescribed by Franchisor from time to time. Franchisee shall undertake and complete such additions, repairs, replacements, improvements and alterations within the time and under the terms and conditions which may be reasonably specified by Franchisor.

At Silver Mine Subs® Franchise, Inc. request, which shall not be more often than once every five (5) years, Franchisee shall refurbish the Restaurant at its expense, to conform to the building design, trade dress, color schemes, and presentation of trademarks and service marks consistent with Silver Mine Subs® designated image, including, without limitation, remodeling, redecoration, and modifications to existing improvements. If the Franchised location is transferred or sold, the Franchisee must refurbish the Franchised Location to Silver Mine Subs® Franchise, Inc.'s then current standards, prior to the Purchaser or Transferees acceptance of the Franchised Location.

F. Maintain Competent Staff

Franchisor will create and make available to Franchisee training programs and other selected training material as Franchisor deems appropriate. Franchisee shall maintain a fully trained competent staff capable of rendering courteous quality service in a manner in keeping with the standards set by Franchisor. Franchisee may not seek to induce staff from any affiliate-owned location to work for them, nor any other employee(s) of a Silver Mine Subs franchised location.

G. Open Business Within Time Limit

Within one hundred twenty to one hundred eighty (120 to 180) days after execution of this Agreement, Franchisee must sign a lease for a Business location. Franchisee shall have obtained Franchisor's approval to open and shall have opened the Business and commenced operations. Time is of the essence. Prior to opening, Franchisee shall complete to Franchisor's satisfaction all preparations of the Business, in accordance with specifications set forth in the Manual, and as required by local governmental agencies, including the installation of fixtures, furnishings, and equipment and the acquisition of supplies and inventory.

H. Operate Business in Strict Conformity to Requirements

Franchisee understands and acknowledges that every detail of the design and operation of the Business is important to Franchisee, Franchisor and other franchisees in order to develop and maintain uniform operating standards, to increase the demand for the products and services sold by the Business under the System, and to protect Franchisor's reputation and goodwill.

Franchisee shall operate the Business in strict conformity with such standards, techniques, and procedures as Franchisor may from time to time prescribe in the Manual, or otherwise in writing, and shall not deviate therefrom without Franchisor's prior written consent. Franchisee further agrees to offer its customers all products and services which Franchisor may, from time to time, prescribe, to offer its customers only those products and services which meet Franchisor's standards of quality and which Franchisor has approved in writing to be offered in connection with the Business's operations, and to discontinue offering any products or services which Franchisor may, in its sole discretion, disapprove in writing at any time.

I. Use Approved Supplies and Products

1. Franchisee shall sell, serve, or otherwise dispense, only "Silver Mine Subs®" items and related products which may, from time to time, be specified in writing, designated, and approved for sale by Franchisor. The proprietary food products listed in the operations manual are a special recipe developed by Franchisor. The retail goods, which includes Uniforms, T-shirts, shorts, polo shirts, sweat shirts, sweat pants, hats, etc., are a special product using the Names and Marks, for Silver Mine Subs®. The "Proprietary Food Products" and "Retail Goods" developed by Franchisor are the only food products and retail goods approved for use by Franchisee. The "Proprietary Food Products" and "Retail Goods" must be purchased by the Franchisee directly from a Silver Mine Subs® Franchise, Inc. approved supplier.

2. To insure the consistent high quality and uniformity of products, equipment, inventory and other supplies served and used by all franchisees; "Silver Mine Subs®", Franchisee shall purchase all such items only approved by Franchisor. A list of suppliers is found in the Operations Manual. The Franchisor retains the right to alter, change, amend, and add to, or delete any approved vendor at any time. Notice of the same shall be delivered to Franchisee either by written notice or at any meeting of all franchisees. If Franchisee desires to purchase the items from an unapproved vendor, Franchisee must first obtain express written permission from Franchisor. Franchisor shall have the right to require, as a condition of its approval, that samples of the vendor(s) wares be delivered to the Franchisor for review and testing. In connection therewith, the vendor must permit representatives of Franchisor the right to inspect its facilities. Thereafter the Franchisor shall decide whether to approve or disapprove said vendor and may accept or reject the vendor for any reason or for no reason at all. The cost incurred by the Franchisor in this process shall be charged to the Franchisee.

3. Franchisor reserves the right to require Franchisee to purchase designated proprietary items and products, and products bearing the Names and Marks, as specified in the Manual from time to time, from Franchisor or its related or affiliated entities or from sources designated or approved by Franchisor, to the extent permitted by law.

J. Use Approved Equipment

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In operating the Business, Franchisee shall install equipment, signs, furnishings, supplies and fixtures in accordance with the standards and specifications recommended by Franchispr or that will continue to be recommended by Franchisor.

K. Full-Time Manager Required

Franchisee agrees to maintain a competent, conscientious, trained staff, including at least one (1) fully trained, full-time Manager and to take such steps as are necessary to ensure that its employees preserve good customer relations.

L. Use Approved Signs

Franchisee shall purchase or lease, subject to local building codes and regulations, such signs that provide maximum displays of the Names and Marks of Franchisor. Upon renewal of this Agreement, Franchisee shall be totally responsible for obtaining and equipping the Business with the signage that is approved for use by Franchisor at the time of the renewal of this Agreement. The color, size, design and location of said signs shall be as specified and/or approved by Silver Mine Subs Franchise, Inc. Franchisee shall not place additional signs, posters or other decor items in, on or about the Accepted Location without the prior written consent of Silver Mine Subs® Franchise, Inc.

M. Use Approved Uniforms

Franchisee will require its employees to wear uniforms while working at the Business and such uniforms shall be of such design and color as Franchisor may prescribe from time to time, as set forth in the Manual.

N. Maintain Regular Business Hours

Franchisee shall keep the Business open and in normal operation during normal business hours for its geographical region, for seven (7) days per week, fifty two (52) weeks per year, with minimum hours of 10:00 AM to 3:00 AM, except Thanksgiving, Christmas Eve, Christmas Day, unless otherwise authorized in writing by Franchisor (subject to local ordinances or lease restrictions, if any). Such minimum hours and days of operation may be changed as Silver Mine Subs Franchise, Inc. may from time to time specify in the Manual. If Franchisee operates the Business in a mall or similar facility, then Franchisee shall keep the Business open when the mall or similar facility is open to the general public, unless a waiver of hours is granted by the mall.

O. No Vending Machines

Jukeboxes, games of chance, video games, newspaper racks, children's rides, telephone booths, and cigarette, gum, candy, or other vending machines may not be installed in or at the Business.

P. Telephone Number of Business

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Franchisee understands and agrees that the telephone number(s) for the Business constitute a part of the System and is subject to the restrictions of this Agreement. Accordingly, Franchisee shall not change the telephone number(s) for the Business without prior notice and written approval by Franchisor. Franchisee shall advertise and publicize the telephone number(s) for the Business in the manner prescribed by Franchisor. See Exhibit 2 for Collateral Transfer of Numbers.

Q. Disclose Discoveries and Ideas to Franchisor

Franchisee shall promptly disclose to Franchisor all discoveries, inventions or ideas, whether patentable or not, relating to Franchisor's business, which are conceived or made by Franchisee or any partner, officer, director, agent, or employee of Franchisee solely or jointly with others, during the term of this Agreement, whether or not Franchisor's facilities, materials, or personnel are utilized in the conception or making of such discoveries or ideas. Franchisee hereby acknowledges and agrees that all such discoveries, inventions or ideas are the exclusive property of Franchisor, and that Franchisor shall have no obligation to Franchisee with respect thereto. The purpose of this clause is to ensure that ideas for improvements to the System that may be generated by franchisees within the System will be distributed to the other franchisees as a benefit of belonging to the System.

R. Permit Franchisor to Enter Business

Franchisee shall permit Franchisor and its agents or representatives to enter the Business at any reasonable time for the purpose of conducting inspections, shall cooperate fully with Franchisor's representatives in such inspections by rendering such assistance as they may reasonably request, and, upon notice from Franchisor or its agents, and without limiting Franchisor's other rights under this Agreement, shall take such steps as may be deemed necessary to immediately correct any deficiencies detected during such inspections. In the event Franchisee fails or refuses to correct immediately any deficiency detected during such inspection, Franchisor shall have the right to make or cause to be made such changes as may be required, at the expense of Franchisee, which expense Franchisee agrees to pay upon demand. The foregoing shall be in addition to any other remedies Franchisor may have pursuant to this Agreement.

S. Additional Requirements for Business Entity

If Franchisee is or becomes a Business Entity, the following requirements shall apply:

1. Franchisee shall confine its activities to the establishment and operation of the Business.

2. Franchisee's Certificate or Empowering Documents (or comparable governirig documents) shall at all times provide that its activities are confined exclusively to operation of the Business and that the issuance, redemption, purchase for cancellation and transfer of voting stock, or other ownership interest therein, is restricted by the terms of this Agreement. The Franchisee's Articles and by-laws must be amended to specifically require the stop transfer language as indicated in XII S(4) contained hereunder. Franchisee shall furnish

Silver Mine Subs Franchise, Inc. promptly upon request copies of Franchisee's Articles of Incorporation, Bylaws, and other governing documents, and any other documents Silver Mine Subs® Franchise, Inc. may reasonably request, and any amendments thereto, from time to time.

3. Franchisee shall maintain a current list of all owners of record and beneficial owners of any class of voting stock of Franchisee and shall furnish such list to Franchisor upon request.

4. Franchisee shall maintain stop transfer instructions against the transfer on its record of any equity interest (voting or otherwise) except in accordance with the provisions of Article XV. All securities issued by Franchisee shall bear the following legend, which shall be printed legibly and conspicuously on each stock certificate or other evidence of ownership interest:

THE TRANSFER OF THESE EQUITY INTERESTS IS SUBJECT TO THE TERMS AND CONDITIONS OF A FRANCHISE AGREEMENT WITH SILVER MINE SUBS® DATED / / /. REFERENCE IS MADE TO SAID AGREEMENT AND TO THE RESTRICTIVE PROVISIONS OF THE ARTICLES AND BYLAWS OF THIS BUSINESS ENTITY.

5. All shareholders of Franchisee shall jointly and severally guarantee Franchisee's performance hereunder and shall bind themselves to the terms of this Agreement, provided, however, that the requirements of this Section XII.T. shall not apply to any corporation registered under the Securities Exchange Act of 1934 (hereinafter known as a "Publicly-Held Corporation").

6. If Franchisee is or becomes a partnership, Franchisee shall furnish Silver Mine Subs® Franchise, Inc. promptly upon request a copy of its partnership agreement and any other documents Silver Mine Subs Franchise, Inc. may reasonably request, and any amendments thereto, from time to time.

7. Franchisee shall maintain a current list of all general and limited partners and all owners of record and all beneficial owners of any class of voting stock of Franchisee and shall furnish the list to Silver Mine Subs® Franchise, Inc. promptly upon request, from time to time.

8. Each individual who or entity which holds a ten percent (10%) or greater ownership or beneficial ownership interest in Franchisee, directly or indirectly, (including each individual holding a fifty (50%) or greater interest in any partnership or corporation which has a ten percent (10%) or greater interest in Franchisee) shall enter into a continuing guaranty agreement under seal, in the form attached hereto as Exhibit A, as such form may be amended or modified by Silver Mine Subs® Franchise, Inc., from time to time (if such guaranty agreement is to be executed subsequent to the date hereof in accordance with the terms of this Franchise Agreement).

T. Site Selection

Franchisee assumes all costs, liability, expense, and responsibility for locating, obtaining, and developing a site for the Restaurant to be established under the Franchise Agreement and for constructing and equipping the Restaurant at such site. Franchisee shall not make any binding commitment to a prospective vendor or lessor of real estate with respect to the Accepted Location for the Restaurant unless such Accepted Location is accepted in accordance with the procedure herein set forth and which provides, without limitation, for (a) thirty (30) days prior written notice of any default thereunder specifying such default and the right (but with no obligation) of Franchisor to cure any such default within said period, and (b) approval of the Franchisor as an assignee of Franchisee's interest thereunder.

FRANCHISEE ACKNOWLEDGES THAT SILVER MINE SUBS® FRANCHISE, INC. ACCEPTANCE OF A PROSPECTIVE SITE AND THE RENDERING OF ASSISTANCE IN THE SELECTION OF A SITE DOES NOT CONSTITUTE A REPRESENTATION, PROMISE, WARRANTY, OR GUARANTEE BY SILVER MINE SUBS® FRANCHISE, INC. THAT A SILVER MINE SUBS® RESTAURANT OPERATED AT THAT SITE WILL BE PROFITABLE OR OTHERWISE SUCCESSFUL.

Before commencing the construction of the Restaurant, Franchisee, at its expense, shall comply, to Silver Mine Subs Franchise, Inc. satisfaction, with all of the following requirements:

1. Franchisee shall submit a site plan to Silver Mine Subs® Franchise, Inc., including a footprint of the proposed building and architectural, kitchen and signage drawings for approval by Silver Mine Subs® Franchise, Inc. Franchisee, at its option, may use any architect or engineer currently used by Silver Mine Subs Franchise, Inc. to prepare detailed plans and specifications for the construction of the Restaurant;

2. Franchisee shall use a qualified general contractor or construction supervisor to oversee the construction of the Restaurant and completion of all improvements, and Franchisee shall submit to Silver Mine Subs® Franchise, Inc. a statement identifying the general contractor or construction supervisor; and

3. Franchisee shall obtain all licenses, permits and certifications required for lawful construction and operation of the Restaurant including, without limitation, building, zoning, access, parking, driveway access, sign permits and licenses, and shall certify in writing to Silver Mine Subs® Franchise, Inc. that all such permits, licenses and certifications have been obtained. Franchisee shall obtain all health, life safety, and other permits and licenses required for operation of the Restaurant and shall certify that all such permits and licenses have been obtained prior to the Opening Date.

4. Franchisee shall cause such construction to be performed only in accordance with the site plan, and plans and specifications, approved by Silver Mine Subs® Franchise, Inc., and no changes will be made to said approved plans and specifications, or the design thereof, or any of the materials used therein, or to interior and exterior colors thereof, without the express written consent of Silver Mine Subs® Franchise, Inc.

U. Training

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Prior to Franchisee's opening of the Business to the public, Franchisee and/or up to one (1) management personnel of Franchisee (or, if Franchisee is a corporation or partnership, a principal of Franchisee) shall complete to Silver Mine Subs Franchise, Inc. satisfaction the management training program offered by Silver Mine Subs® Franchise, Inc.

At Silver Mine Subs Franchise, Inc.'s option, key personnel subsequently employed by Franchisee shall also complete to Silver Mine Subs® Franchise, Inc.'s satisfaction, the management training program. Silver Mine Subs® Franchise, Inc. may, at its discretion, make available additional training programs, seminars, as well as refresher courses to Franchisee and/or Franchisee's designated individual(s) from time to time. Silver Mine Subs® Franchise, Inc. may, at any time, discontinue management training and decline to certify Franchisee and/or Franchisee's designated individual(s) who fail to demonstrate an understanding of the management training acceptable to Silver Mine Subs Franchise, Inc. If Franchisee or Franchisee's designated individual's management training is discontinued by Silver Mine Subs® Franchise, Inc., Franchisee shall have thirty (30) days to present an alternative acceptable candidate for management training to Franchisor. If Franchisee's new candidate does not adequately complete the management training, then Silver Mine Subs® Franchise, Inc. has the option of terminating this Agreement. Silver Mine Subs® Franchise, Inc. shall provide instructors and training materials for all required training programs; and Franchisee or its employees shall be responsible for all other expenses incurred by Franchisee or its employees in connection with any training programs, including, without limitation, the cost of transportation, lodging, meals, and wages.

Franchisor offers training resources, as described below, to assist franchisees at their restaurant location for hourly employees. Franchisee shall give Franchisor not less than thirty (30) days notice of when training should begin. In order for training to begin, Franchisee shall have received a Certificate of Occupancy and Health Department approval for the building, and all refrigeration, kitchen equipment shall be functioning.

Pre-Opening Training

Prior to the opening of Franchised Restaurant unit Franchisor shall furnish training, at its designated training center, upon not less than thirty days (30) days prior written notice received by Franchisor from Franchisee:

Pre-Opening Support Supplied by Franchisor

Opening support will be given by your Operations Consultant. He or She will assist you in the setup and opening of the Franchised Restaurant and his/her total cost of travel, food and lodging will be paid by the Franchisor.

V. Miscellaneous

Franchisee shall give Silver Mine Subs® Franchise, Inc. advance written notice of Franchisee's intent to institute legal action against Silver Mine Subs® Franchise, Inc. specifying the basis for such proposed action, and shall grant Silver Mine Subs® Franchise, Inc.

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thirty (30) days from receipt of said notice to cure the alleged act upon which such legal action is to be based.

XIII. SPECIFIC OBLIGATIONS OF FRANCHISEE RELATING TO

INSURANCE

A. Overall Coverage Required

Franchisee shall procure, prior to opening the Business, and shall maintain in full force and effect during the term of this Agreement at Franchisee's expense, an insurance policy or policies protecting Franchisor, and the officers, directors, partners, and employees of both Franchisor and Franchisee against any loss, liability, personal injury, death, property damage, or expense whatsoever arising or occurring upon or in connection with operating the Business. Franchisor shall be named as an additional insured on all such policies.

Prior to the opening of the Restaurant and thereafter at least thirty (30) days prior to the expiration of any such policy or policies, Franchisee shall deliver to Silver Mine Subs® Franchise, Inc. certificates of insurance evidencing the proper coverage with limits not less than those required hereunder. All certificates shall expressly provide that not less than thirty (30) days prior written notice shall be given to Silver Mine Subs® Franchise, Inc. in the event of material alteration to termination, non-renewal, or cancellation of, the coverage's evidenced by such certificates.

B. Insurance Carrier Must be Approved by Franchisor

Such policy or policies shall be written by an insurance company rated A-minus or better, in Class 10 or higher, by Best Insurance Ratings Service and satisfactory to Silver Mine Subs® Franchise, Inc. in accordance with standards and specifications set forth in the Manuals or otherwise in writing, from time to time, and shall include, at a minimum (except as additional coverage's and higher policy limits may be specified by Silver Mine Subs® Franchise, Inc. from time to time), the following initial minimum coverage:

1. (i) Commercial General Liability Insurance, including coverage for products-completed operations, contractual liability, personal and advertising injury, fire damage, and medical expenses, having a combined single limit for bodily injury and property damage of $1,000,000 per occurrence and $2,000,000 in the aggregate (except for fire damage and medical expense coverage, which may have different limits of not less than $200,000 for one fire and $200,000 for one person, respectively); plus (ii) non-owned automobile liability insurance and, if Franchisee owns, rents or identifies any vehicles with any Names and Marks or vehicles are used in connection with the operation of the Business, automobile liability coverage for owned, non-owned, scheduled and hired vehicles having limits for bodily injuries of $5,000 per person and $100,000 per accident, and property damage limits of $50,000 per occurrence; plus (iii) excess liability umbrella coverage for the general liability and automobile liability coverage in an amount of not less than $1,000,000 per occurrence and aggregate. All such coverage's shall be on an occurrence basis and shall provide for waivers of subrogation.

2. Franchisee shall also maintain comprehensive crime and blanket

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employee dishonesty insurance in an amount of not less than $5,000.

3. All-risk property insurance, including theft and flood coverage (when applicable), written at replacement cost value covering the building, improvements, furniture, fixtures, equipment, food and beverage products. Coverage shall be written in a value which will cover not less than eighty (80%) percent of the replacement cost of the building and one hundred (100%) percent of the replacement cost of the contents of the building.

4. Employer's Liability and Worker's compensation Insurance, as required by state law.

5. Business interruption insurance of not less than Fifty Thousand Dollars ($50,000.00) per month for loss of income and other expenses with a limit of not less than six (6) months of coverage.

Franchisee's obligation to obtain and maintain, or cause to be obtained and maintained, the foregoing policy or policies in the amounts specified shall not be limited in any way by reason of any insurance which may be maintained by Silver Mine Subs Franchise, Inc., nor shall Franchisee's performance of that obligation relieve it of liability under the indemnity provisions set forth in Section XVTH. of this Agreement.

C. No Limitations on Coverage

Franchisee's obligations to obtain and maintain the foregoing insurance policies in the amounts specified shall not be limited in any way by reason of any insurance which may be maintained by Franchisor, nor shall Franchisee's performance of that obligation relieve it of liability under the indemnity provisions set forth in this Agreement. Franchisee may maintain such additional insurance as it may consider advisable.

D. Franchisee Must Provide Evidence of Coverage to Franchisor

Upon obtaining the insurance required by this Agreement and on each policy renewal date thereafter, Franchisee shall promptly submit evidence of satisfactory insurance and proof of payment to Franchisor, together with, upon request, copies of all policies and policy amendments and endorsements. The evidence of insurance shall include a statement by the insurer that the policy or policies will not be cancelled or materially altered without giving at least thirty (30) days' prior written notice to Franchisor.

E. Franchisor May Procure Insurance Coverage

Should Franchisee, for any reason, fail to procure or maintain the insurance required by this Agreement, as described from time to time by the Manual or otherwise in writing, Franchisor shall have the right and authority (but no obligation) to procure such insurance and to charge same to Franchisee, which charges, together with a reasonable fee for Franchisor's expenses in so acting, shall be payable by Franchisee immediately upon notice from Franchisor.

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Download PDF: Silver Mine Subs Franchise Agreement 1

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

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