FRANCHISE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This FRANCHISE AGREEMENT ("Agreement"), made and entered into, by and

between:

_____________, a domestic corporation duly organized and existing under and by

virtue of the laws of the Republic of the Philippines, with principal office at
_____________, and represented in this act by its __Position__, __Name of
Officer__, (hereinafter referred to as the "FRANCHISOR")

- and -

_____________, a domestic corporation duly organized and existing under and by

virtue of the laws of the Republic of the Philippines, with principal office at
_____________, and represented in this act by its __Position__, __Name of
Officer__, (hereinafter referred to as the "FRANCHISEE");

W I T N E S S E T H: That -

WHEREAS, FRANCHISOR is engaged in the sale, marketing and distribution of shoes,

clothing, apparels, bags and accessories. FRANCHISOR is willing to grant franchises to
interested parties for the establishment and operation of stores that would adopt and apply the
FRANCHISOR's concept and image ("FRANCHISOR Store/s")

WHEREAS, FRANCHISEE desires to be granted a franchise and the right to operate one
or more of such FRANCHISOR's Stores using the FRANCHISOR's concept and image under
such terms and conditions set forth under this Agreement.

NOW THEREFORE, for and in consideration of the foregoing and of the mutual
covenants and stipulations hereinafter set forth, FRANCHISOR and FRANCHISEE (hereinafter,
each party will be referred to individually as "Party" and collectively as "Parties") have agreed
and they hereby declare and agree as follows:

I. GRANT OF THE FRANCHISE

A. FRANCHISOR hereby grants to the FRANCHISEE a franchise (Franchise") to

establish and operate such number of FRANCHISOR Stores to market and sell shoes,
clothes, pants, shirts, bags and accessories and other related goods products under the
FRANCHISOR's concept and image ("FRANCHISOR's Products") under such terms
and conditions as provided for under this Agreement to be located at the area ("Area")
specified herein as follows:

Store Location or Address: __________________________

II. TERM

A. Unless earlier terminated as herein provided, this Agreement shall be for a term of
two (2) calendar years ("Term") commencing from the date of signing of this
Agreement. This Term may be extended for another two-year period, provided that a
notice for extension has been sent by the FRANCHISEE to FRANCHISOR at least
thirty (30) days prior to the expiration of this Agreement and that at the time of the
expiration of the original or initial two-year period, all of the following conditions
have been complied with:
 1. FRANCHISEE is not in breach or in default of any provision of this Agreement
or any other agreement related thereto;

2. FRANCHISEE shall have paid to FRANCHISOR the required fees then charged
by FRANCHISOR for the renewal of this Franchise;

3. FRANCHISOR has reviewed and is satisfied with the orders and re-orders and/or
wholesale purchases made by FRANCHISEE and compliance with
FRANCHISOR's concept and image and minimum inventory levels.

4. FRANCHISEE has fully settled and paid all monetary obligations that is then or
may be owed to FRANCHISOR.

III. EXCLUSIVITY

A. General Scope. During the term of this Agreement, FRANCHISEE will have the
exclusive right to establish and operate only such number of FRANCHISOR Stores in
the Area and for the agreed Term as may be modified from time to time upon prior
written approval of FRANCHISOR.

B. Right of First Refusal. If during the term of this Agreement, FRANCHISOR or an

interested third party wishes to open additional FRANCHISOR Stores within or near
the Area, then the FRANCHISEE shall have the right of first refusal with respect to
such opportunity, provided that FRANCHISEE satisfactorily meets the Mandatory
Ordering Requirements as provided for herein, and is otherwise complying with the
terms and conditions of this Agreement. Provided, however, that if the
FRANCHISEE decides to exercise its right to open and operate the additional
FRANCHISOR Store mentioned herein above, then the FRANCHISEE must inform
FRANCHISOR in writing of such decision within ten (10) days from receipt of the
notice from FRANCHISOR of the intent to open an additional FRANCHISOR Store.
Provided, further, the FRANCHISEE must pay the required up front fees and open
the additional FRANCHISOR Stores within sixty (60) days from the date
FRANCHISEE notified FRANCHISOR of its decision to open and operate the
additional FRANCHISOR Store. Otherwise, FRANCHISEE shall be considered to
have automatically waived its right to establish said addition FRANCHISOR Stores.

C. Effect of Waiver. In the absence of written notice from FRANCHISEE to decline or

waive its right to establish additional FRANCHISOR Stores as proposed by
FRANCHISOR in the Area under the immediately preceding paragraph,
FRANCHISOR shall have the option to either establish such proposed
FRANCHISOR Stores or grant a franchise to a third party, the right to establish such
proposed FRANCHISOR Stores.

IV. STANDARD STORE

A. FRANCHISOR's Store Concept and Design. FRANCHISEE shall at its own cost and
expense establish, set up and maintain each FRANCHISOR Store fully complying
with the FRANCHISOR store concept and design as indicated in the plan,
specification and lay-out provided for by FRANCHISOR. The initial guidelines for
the FRANCHISOR store concept and design are described in Exhibit "A" attached
hereto and made an integral part of this Agreement. FRANCHISEE agrees to comply
with any changes and/or modifications as may be made by FRANCHISOR to bring
the FRANCHISOR Store up to set specifications as determined by FRANCHISOR.

B. Music. The FRANCHISEE shall ensure that as part of the concept and image of each
FRANCHISOR Store, only the music of _____________ or such other artist as may
be prescribed by FRANCHISOR shall be played in the FRANCHISOR Store.
 C. Furniture, Fixtures and Paraphernalia. The FRANCHISEE shall use only such
furniture, fixtures and paraphernalia that are in accordance with the concept and
image of FRANCHISOR. The FRANCHISEE shall have the option to purchase the
standard FRANCHISOR Store furniture, fixtures and paraphernalia listed herein as
Exhibit "B" and made an integral part of this Agreement, from FRANCHISOR and/or
its duly authorized suppliers or from local suppliers, as long as these items conform to
FRANCHISOR specifications.

D. Uniforms. The FRANCHISEE shall require all sales staff to weal the standard and
complete sets of uniforms including shoes and accessories as may be imposed by
FRANCHISOR from time to time. The FRANCHISEE shall also be required to
maintain one complete set of uniforms as "buffer" stock.

V. UP-FRONT FRANCHISE FEE

A. Franchise Fee. The FRANCHISEE shall pay to FRANCHISOR simultaneously with

the execution of this Agreement an Up-front Franchise Fee in the amount of
__________________________ (P_____________), Philippine Currency, for each
FRANCHISOR Store to be established in the Area.

B. The FRANCHISEE expressly agrees that this Up-front Franchise Fee shall be non-
refundable and is deemed to be earned upon the execution of this Agreement by
FRANCHISOR.

C. This Franchise Fee shall be valid only for the initial term of this Agreement and shall
not include or extend to any renewal of this Agreement.

VI. TRAINING

A. Initial Training. FRANCHISOR shall provide the FRANCHISEE, its management,

FRANCHISOR Store sales staff and other key employees confidential training in the
sales and operation of the FRANCHISOR Stores to be conducted at least one (1)
week prior to the commencement of actual FRANCHISOR Store operations ("Initial
Training"). The Initial Training is mandatory and shall be conducted on such schedule
and at such location as may be convenient to FRANCHISOR. FRANCHISEE shall
not commence the operation of any FRANCHISOR Store without having first
satisfactorily completed the Initial Training. Any and all new or replacement sales
and operations personnel hired by the FRANCHISEE shall also be required to
undergo the Initial Training Program.

B. Supplemental Training. For any improvement or changes in business operations,

concept or image or each FRANCHISOR Store, FRANCHISOR reserves the right to
require or offer additional ongoing and supplemental training programs
(Supplemental Training") at such times and locations as FRANCHISOR may
designate. FRANCHISOR reserves the right to make certain that these Supplemental
Training programs shall be mandatory for the management and/or employees of the
FRANCHISEE and to charge reasonable fees for attendance at such training.

C. Costs and Fees. FRANCHISEE shall pay FRANCHISOR an up-front fee at least
thirty (30) days prior to the Initial Training or the Supplemental Training Programs
such reasonable costs and fees as indicated in Exhibit "C" hereto attached and made
an integral part of this Agreement.

D. Expenses. FRANCHISEE shall be responsible for the travel and living expenses
(including per diem, meals & transportation expenses) incurred by, and any
 compensation of, any and all persons providing and attending any of the Initial and
Supplemental Training programs.

VII. MANUAL OPERATIONS

A. FRANCHISOR shall provide the FRANCHISEE during the term of this Agreement
with a manual containing information relative to the proper operation of each
FRANCHISOR Store ("FRANCHISOR Manual of Operations"). The FRANCHISOR
Manual of Operations shall also be known as "FRANCHISOR Franchise Guide". The
FRANCHISEE shall pay FRANCHISOR an up front fee or simultaneously upon
execution of this Agreement the non-refundable amount of
__________________________ (P_____________), Philippine Currency.

B. The FRANCHISEE shall diligently and faithfully conduct all operations of each
FRANCHISOR Store under the Agreement in accordance with the FRANCHISOR
Manual of Operations. The FRANCHISEE undertakes to keep and maintain the
contents of the Manual of Operations to be strictly confidential. It is hereby agreed by
the FRANCHISEE that the FRANCHISOR Manual of Operations and its contents
shall remain exclusive intellectual property of the FRANCHISOR. The
FRANCHISEE will not by itself or its employees nor authorize third parties to
duplicate, photocopy or otherwise reproduce the FRANCHISOR Manual of
Operations or any part thereof without the express written consent of FRANCHISOR.

C. FRANCHISOR may add to and/or modify the FRANCHISOR Manual of Operations

from time to time, if deemed necessary, in order to improve the standards of service
product quality, images or the efficient operations of the FRANCHISOR Stores, to
protect or maintain the goodwill associated with the FRANCHISOR image or to
maintain competitiveness in the market. FRANCHISEE may propose changes to the
FRANCHISOR Manual of Operations in order that it will conform to the laws and
customs of, and/or the market characteristics of the Area. FRANCHISOR will
determine in its sole discretion whether or not to effect such changes that are
proposed by the FRANCHISEE.

D. If any part of the original FRANCHISOR Manual of Operations is lost, stolen or

destroyed, FRANCHISEE must purchase a new manual subject to the payment to
FRANCHISOR or a discounted amount of __________________________
(P_____________), Philippine Currency.

E. It is hereby agreed and understood that in the event the FRANCHISEE operates more
that one FRANCHISOR Store, subsequent FRANCHISOR stores may maintain and
use copies of the original FRANCHISOR Manual, reproduced after securing
FRANCHISOR's written approval.

VIII. ADVERTISING

A. FRANCHISOR may provide the FRANCHISEE with advertising and marketing

advice, guidance and support as FRANCHISOR deems necessary. FRANCHISOR
will have the sole discretion over the creative concepts, materials and endorsements
used and the geographic, market and media placement and allocation of any programs
provided. FRANCHISOR shall strictly adopt and adhere to the window dressing
concept that FRANCHISOR shall impose for each calendar month or such other
period or season as FRANCHISOR shall designate. Reasonable costs and expenses
incurred for such advertising materials shall be for the account of the FRANCHISEE.

B. FRANCHISEE shall first secure the written approval of FRANCHISOR before (a)
using any advertising and/or marketing materials; and (b) undertaking any marketing
or promotional activities at its own initiative. Billboards may be installed in strategic
 locations mutually agreed upon by FRANCHISOR and FRANCHISEE, with the
understanding that FRANCHISOR will shoulder the cost of production of said
signage and FRANCHISEE will shoulder the board space rental of same.

IX. LICENSES AND PERMITS

A. FRANCHISEE shall, at its own expense and for its exclusive account, obtain all
governmental approvals and consents including licenses and permits that are
necessary to operate the business of the FRANCHISOR Stores in the Area.
FRANCHISEE shall indemnify and hold FRANCHISOR free and harmless for any
liability, penalty, fees and charges arising from any delay or failure to secure or
obtain such licenses and permits.

X. FRANCHISOR OPERATING OBLIGATIONS OF THE FRANCHISEE

A. The business of the FRANCHISOR Stores to be operated by the FRANCHISEE at

the Area shall consist solely of the retail sale of FRANCHISOR's Products, and only
FRANCHISOR's Products shall be sold therein. No other products, goods and
services shall be allowed to be sold or offered for sale at such FRANCHISOR Stores.
FRANCHISEE shall not divert any FRANCHISOR's Products and, accordingly,
FRANCHISOR's Products purchased for the FRANCHISOR Stores shall be sold only
at retail and in the FRANCHISOR Stores at the Area ad shall not be sold to or at any
other retail store or other location, or at wholesale.

B. FRANCHISEE shall maintain the condition and appearance of each FRANCHISOR

Store, its equipment, fixtures, furnishings and signs, consistent with the concept and
image of an FRANCHISOR Store as an attractive, clean, convenient, courteous and
efficiently operated retail outlet of FRANCHISOR's Products in accordance with the
standards and specifications of FRANCHISOR, or the FRANCHISOR Manual of
Operations and in full compliance with the law.

C. Each FRANCHISOR Store will not be used by the FRANCHISEE for any purpose
other than the operation of a FRANCHISOR Store in compliance with this
Agreement and the FRANCHISOR Manual of Operations.

D. FRANCHISEE will use in the operation of each FRANCHISOR Store only those
types, makes and models of equipment, fixtures, furnishings and signs that
FRANCHISOR has supplied, specified or approved in writing. FRANCHISOR
reserves the right to designate or approve one or more third party as supplier for
goods and services for use at each FRANCHISOR Store which FRANCHISOR
cannot supply.

E. FRANCHISEE will observe and comply with at all times the various laws, rules and
regulations issued by the different government authorities in connection with its
operations such as, but not limited to, (a) labor, (b) health and sanitation, (c) taxes,
licenses, permits and fees, (d) social security system, Medicare and employee
compensation, (e) environmental, (f) and such related areas affecting the business
operating the FRANCHISOR Stores. FRANCHISEE shall hold FRANCHISOR free
and harmless from liability arising from any of the foregoing.

F. FRANCHISEE will not make any material alterations to any FRANCHISOR Store,
its equipment, fixtures, furnishings and signs, or to the appearance of each
FRANCHISOR Store, without securing the prior written approval of FRANCHISOR.

G. FRANCHISEE will operate FRANCHISOR Store seven (7) days a week following
strictly the required Store Operations hours, that is 10:00 a.m. - 9:00 p.m. for
independent stores or based on Mall time for stores located inside a Mall. Plans on
 not opening a Store for a particular day should be with prior notice to
FRANCHISOR.

H. Window Dressing. FRANCHISEE shall strictly adopt and adhere to the window
dressing concept that FRANCHISOR will impose from time to time. FRANCHISEE
must immediately implement such window dressing concept imposed by
FRANCHISOR to maintain uniformity with all existing FRANCHISOR Stores in
operations.

I. FRANCHISEE should not come up with any Promo Materials such as banners,
signages, leaflets, brochures without consulting FRANCHISOR. All designs should
be based upon the written instructions or otherwise approved by FRANCHISOR.

J. FRANCHISEE should seek approval first on promotions such as involvement in Mall

Midnight Madness, Fashion shows and interviews granted to media.

K. Inspection. FRANCHISEE shall allow representatives of FRANCHISOR to enter and

inspect each FRANCHISOR Store operated by the FRANCHISEE. If, at any time in
FRANCHISOR's reasonable judgment, the general state of repair, appearance or
cleanliness of a FRANCHISOR Store's premises or its fixtures, equipment or sign
fails to meet FRANCHISOR's standards, then FRANCHISOR shall so notify the
FRANCHISEE in writing of such failure, specifying the action to be taken by
FRANCHISEE to correct such deficiency. If FRANCHISEE still fails or refuses to
initiate any corrective measure within five (5) days after receipt of such notice,
FRANCHISOR shall have the right to impose a corresponding penalty for failure to
take necessary action (in addition to its other rights and remedies under this
Agreement). FRANCHISOR may also enter upon the premises of such
FRANCHISOR Store and effect such repairs, painting and replacement of fixtures,
equipment or signs on behalf of FRANCHISEE. FRANCHISEE shall then pay
FRANCHISOR the entire costs and expenses incurred for effecting such corrective
measures.

L. Invoices. FRANCHISEE shall submit to FRANCHISOR for approval all sales

invoices to be used in the operations of FRANCHISOR Stores in order to conform to
the standard invoice design of FRANCHISOR, as indicated in Exhibit "D" hereto
attached and made an integral part of this Agreement.

M. FRANCHISEE shall conduct and maintain an efficient merchandising, sales and

inventory control system.

XI. MANDATORY ORDERING REQUIREMENTS

A. Exclusive Source of Purchase. FRANCHISEE shall order, source and purchase on

wholesale FRANCHISOR's Products exclusively from FRANCHISOR only.

B. Order Form. All orders by the FRANCHISEE shall be made in writing and shall, at
the option or sole discretion of FRANCHISOR, be accepted or rejected in writing, in
full or in part, for any reason whatsoever. FRANCHISOR has the option to prescribe
a particular order form to be used by the FRANCHISEE

C. Minimum Initial Order. The FRANCHISEE shall purchase FRANCHISOR's

Products equivalent to at least three (3) months projected sales amounting to,
__________________________ (P_____________), Philippine Currency, as agreed
by both parties, as indicated in Exhibit "C" hereto attached and made an integral part
of this Agreement.
 D. Purchase Order Commitment (POC). Subsequent to the Initial Order, the
FRANCHISEE commits that the volume of purchase shall amount to
__________________________ (P_____________), Philippine Currency, per
quarter. The POC may be subject to review on a semi-annual FRANCHISOR for
possible reduction. The approval of the new or adjusted POC shall be at the sole
discretion of the FRANCHISOR. Reorders shall be transmitted to FRANCHISOR
using the FRANCHISOR Store Reorder Form, as indicated in Exhibit "G" hereto
attached and made an integral part of this Agreement.

E. Running Inventory. Subsequent to the Initial Order, the FRANCHISEE shall maintain
a running inventory of at least two (2) months projected sales amounting to
__________________________ (P_____________).

F. Inventory Allocation. In order to maintain the image desired by the FRANCHISOR

for each FRANCHISOR Store with regards to the allocation of FRANCHISOR's
Products available for sale, it is hereby agreed that subsequent to the Initial Order, the
inventory allocation for any purchase order for any given month shall be in
accordance with the following distribution:

70% - Full discretion or choice of the FRANCHISEE

30% - Full discretion or choice of FRANCHISOR

G. Cancellation. FRANCHISEE shall not be allowed to cancel any order that has
already been accepted by FRANCHISOR, whether before of after its shipment.
FRANCHISOR, however, upon given notice may cancel an order due to ordering
limitation or problem and FRANCHISEE should therefore make another amounting
to the cancelled order in order to fill in the POC.

H. Returns. All deliveries of FRANCHISOR's Products are subject to FRANCHISEE

inspection, acceptance and outright return of defective products. Any material
inherent damage (not obvious or susceptible to diligent examination or inspection by
FRANCHISEE) may be returned within seven (7) days from date or receipt or
delivered goods or twelve (12) days if FRANCHISEE's store is outside Metro Manila.
Otherwise no returns shall be allowed or accepted by FRANCHISOR.

I. No Warranties. No warranties, either express or implied, are made with respect to the
FRANCHISOR's Products sold and delivered to the FRANCHISEE.

XII. TERMS AND CONDITIONS OF PURCHASES

A. The Purchase Price of FRANCHISOR's Products ordered by the FRANCHISEE are

as follows:

_____________

_____________

_____________

B. Terms and Payment of FRANCHISOR's Products. The Initial Order shall be paid up
front upon execution of this Agreement.

C. Subsequent wholesale purchase of FRANCHISOR's Products by the FRANCHISEE

shall be paid as follows:

30% upon order

 70% upon delivery

D. Payment to FRANCHISOR shall be in the form of a Manager's Check (MC) or,

subject to the discretion of FRANCHISOR, the FRANCHISEE'S company check. No
cash payments will be accepted for both FRANCHISEE and FRANCHISOR's
control.

E. Furniture, Fixture & Paraphernalia, Initial Training Fee and Uniforms. Upon
execution of this Agreement, FRANCHISEE shall pay to FRANCHISOR in MC, the
full cost or amount due to paraphernalia, training fee and uniforms. Any subsequent
order shall be on Cash on Delivery (COD) FRANCHISOR via MC or
FRANCHISEE's Company Check.

F. Month-end Reconciliation. The Parties shall conduct a reconciliation of the

FRANCHISEE's orders as well as any outstanding account as indicated in Exhibit "F"
hereto attached and made an integral part of this Agreement, which shall be due every
2nd of the immediately succeeding month.

G. Authorized to Pick Up Orders. Only the FRANCHISEE himself/herself, if an

individual, or his/her/its representative, duly authorized in writing, shall be allowed or
permitted to pick up or accept the deliveries.

H. Penalty. In the event that FRANCHISEE fails to pay any amount due to the
FRANCHISOR for whatever reason, including the issuance of bounced checks, such
amount shall be subject to an interest rate of Two Percent (20%) per month
compounded monthly until the same has been satisfactorily paid. This is without
prejudice to whatever civil or criminal action or remedies that FRANCHISOR may
avail of against FRANCHISEE.

XIII. SALES LIMITATIONS

A. FRANCHISEE shall sell the FRANCHISOR's Products at retail to the public strictly
at the fixed prices indicated in the Current List Price to be specified by the
FRANCHISOR.

B. FRANCHISEE shall not sell the FRANCHISOR's Products at a discount or hold any
promotional "sale" or "sale event" or sell at "markdown" (i.e., sell for a retail price
that is lower than the Current List Price) unless such discount, sale or markdown has
been previously authorized in writing by the FRANCHISOR for uniform
implementation with other FRANCHISOR Stores outside the Area.

XIV. EMPLOYEES

A. Qualified and Competent Personnel. FRANCHISEE shall hire such minimum

number of qualified and competent managers and employees for each FRANCHISOR
Store to operate the FRANCHISOR Store in accordance with this Agreement and as
prescribed in the FRANCHISOR Manual of Operations. FRANCHISEE will be
exclusively responsible for the terms and conditions of said employees' employment
and compensation.

B. There is no employer-employee relationship established between FRANCHISOR and

the managers and employees hired by FRANCHISEE. FRANCHISEE shall hold
FRANCHISOR free and harmless from any suit or claim filed by such managers and
employees.

C. Standards of Appearance and Service. FRANCHISEE must require all employees to

maintain a neat and clean appearance and to conform to the standards of uniform,
 look and hairstyle as may be specified by FRANCHISOR from time to time (see
Manual). Said employees shall render efficient, competent and courteous service to
the patrons and customers of the FRANCHISOR Store.

D. FRANCHISEE will not recruit or hire any of FRANCHISOR's employees or

employees of other Franchisee FRANCHISOR Store without first obtaining the
written permission of FRANCHISOR or the employer.

E. FRANCHISEE shall terminate the services of any employee who is found not to be
conforming to the FRANCHISOR marketing concept and image of FRANCHISOR
and the FRANCHISOR Manual of Operations.

F. FRANCHISEE shall be responsible for insuring that its managers and employees will
undergo the mandatory Initial and Supplemental Training programs as provided in
this Agreement.

XV. INDEPENDENT CONTRACTORS

A. FRANCHISOR and FRANCHISEE shall be independent contractors. This

Agreement will not create a fiduciary relationship between the FRANCHISOR and
FRANCHISEE. Nothing in this Agreement is intended to make FRANCHISEE a
general or special agent, legal representative, subsidiary, joint venture, partner,
employee or servant of FRANCHISOR. FRANCHISOR will not be obligated by have
any liability under any agreements, representations or warranties made by
FRANCHISEE. FRANCHISOR will not be liable for any loss, damage or injury
caused to any person, property, directly or indirectly, arising out of FRANCHISEE's
ownership and operation of FRANCHISOR Stores under this Agreement, whether or
not the same was caused by FRANCHISEE's negligent or willful action or failure to
act.

B. FRANCHISOR will have no liability for any national, provincial and local income
taxes, withholding taxes, including withholding taxes on employees and corporate,
excise or value added taxes, real and personal property taxes, duties, imports and
other taxes and governmental charges, arrears or levies, and any related interests or
penalties, whether levied upon FRANCHISEE or FRANCHISEE's assets, or upon
FRANCHISOR in connection with services performed or business conducted by
FRANCHISEE under this Agreement ("Taxes"). Payment of all such Taxes shall be
the exclusive responsibility of the FRANCHISEE.

XVI. INDEMNIFICATION

A. FRANCHISEE agrees to indemnify and hold FRANCHISOR and its successors and
assignees "Indemnified Parties") fee and harmless against any losses and expenses
that FRANCHISEE or the Indemnified Parties may suffer, sustain or incur and which
arise out of or in relation to (a) any act or failure to act by the FRANCHISEE or
FRANCHISEE's officers or employees or any person controlled by or under contract
with FRANCHISEE; (b) the operation of any of the FRANCHISOR Stores not in
compliance with this Agreement

XVII. INSURANCE

A. The FRANCHISEE shall, at all times during the term of this Agreement, maintain, at
FRANCHISEE's expense, a general liability insurance for all the FRANCHISOR
Stores covered by this Agreement.

B. The FRANCHISEE shall, at all times during the term of this agreement maintain at
the FRANCHISEE's expenses, a Fire Insurance cover up to
 __________________________ (P_____________) (equivalent to the required 3
months inventory level) which may be increased as the agreed monthly sales of the
FRANCHISEE are also increased.

XVIII. MATERIAL BREACH

A. The Parties agree that the happening of any of the following events shall constitute a
material breach of this Agreement and violates the essence of FRANCHISEE's
obligation, and, without prejudice to any of its other rights or remedies at law or in
equity, FRANCHISOR, at its election, may terminate this Agreement:

(a) FRANCHISEE fails to secure the necessary governmental approvals and consents within
an unreasonable length of time from the date of the execution of this Agreement or fails
to operate any FRANCHISOR Store in accordance with the FRANCHISOR Manual of
Operations or with this Agreement.

(b) FRANCHISEE sells goods, products and services other than FRANCHISOR's Products.

(c) FRANCHISEE diverts any FRANCHISOR's Products purchased for resale at the
FRANCHISOR Stores at the Area or sells the same at any other retail store or other
location outside the Area, or at wholesale.

(d) FRANCHISEE fails to meet the mandatory Ordering Requirements particularly the POC
for 3 consecutive quarters.

(e) Failure of the FRANCHISEE to pay to FRANCHISOR any amount owing to the
FRANCHISOR at least thirty (30) days after the date such payment is due.

(f) If the FRANCHISOR Store being operated by the FRANCHISEE under this Agreement
is rendered inoperable by any fortuitous event or casualty, and FRANCHISEE fails to
rebuild and reopen the FRANCHISOR Store within a reasonable period or time
thereafter.

(g) FRANCHISEE fails to accurately report the inventory or sales of FRANCHISOR's

Products of any FRANCHISOR Store as required under this Agreement and does not
correct such failure within fifteen (15) days after written notice of such failure is
delivered to the FRANCHISEE. If the failure to accurately report was proven to be
intentional. FRANCHISOR may immediately terminate this Agreement without need of
notice and even if such failure has been corrected by the FRANCHISEE.

(h) If any money judgment against the FRANCHISEE or any national or local tax lien
against the FRANCHISEE's property shall remain unsatisfied or unbonded of record for
thirty (30) days or longer.

(i) FRANCHISEE shall cause, suffer or permit (voluntarily or involuntarily) his right of
possession as lessee or sub-lessee of the premises on which the FRANCHISOR Store
being operated is located to be terminated for any cause whatsoever.

(j) Failure on the part of the FRANCHISEE to cause an employee, while working in the
FRANCHISOR Store to:

(i) wear uniforms of such color, design and other specifications as FRANCHISOR
may designate from time to time;

(ii) present a neat and clean appearance; and

 (iii) render efficient, competent and courteous service to FRANCHISOR Store
customers.

(a) Any unauthorized purchase and/or use of furniture, paraphernalia, equipment and signs
for any FRANCHISOR Store that is not in accordance with the standards and
specifications of the FRANCHISOR.

(b) Any unauthorized disclosure of any confidential information or the whole or any part of
the FRANCHISOR Manual of Operations.

(c) FRANCHISEE, without the prior written consent of FRANCHISOR:

(i) makes any alteration in the setting up, concept, design or image of an
FRANCHISOR Store;

(ii) transfers the site or location of the FRANCHISOR Store; or

(iii) makes any alteration or addition to the FRANCHISOR Store, its furniture, signs,
equipment and paraphernalia.

(a) FRANCHISEE permits a termination of any contract or agreement material for the
continuous operation of a FRANCHISOR Store by the FRANCHISEE under this
Agreement.

(b) FRANCHISEE makes or attempts to make an unauthorized transfer or assignment of the

Franchise or interests under this Agreement or a substantial portion of the assets of any
FRANCHISOR Store.

(c) FRANCHISEE engages directly or indirectly in any business or markets any goods,
products or services under a name or mark which, in FRANCHISOR's opinion, is
confusingly similar to the image and concept of FRANCHISOR Stores, and does not
cease such business within thirty (30) days after written notice is delivered to the
FRANCHISEE.

(d) FRANCHISEE is convicted of any offense involving moral turpitude; provided, that if
FRANCHISEE is a corporation or a partnership, this Agreement may be terminated if the
President, Chairman, General Manager or one of the partners is convicted of said crime.

XIX. INVENTORY REPURCHASE

A. If this Agreement is terminated, FRANCHISOR shall have the option, exercisable by

giving FRANCHISEE written notice within thirty (30) days after determination of the
purchase price to repurchase all inventory and assets of the FRANCHISOR Store of
the FRANCHISEE which bears the FRANCHISOR trademarks and trade names.
Assets of the FRANCHISOR Store of the FRANCHISEE shall include furniture,
equipment, signs, posters, brochures, advertising and promotional materials and other
paraphernalia.

B. The purchase price for the repurchase of inventory and/or assets of the
FRANCHISOR Store of the FRANCHISEE shall be no more than ninety percent
(90%) of the original invoice cost charged to FRANCHISEE less any amount still
owed by the FRANCHISEE to the FRANCHISOR; provided that FRANCHISEE
shall pay all freight or delivery costs in connection with the shipment or delivery of
the salable inventory to such location as FRANCHISOR may designate.

XX. REPRESENTATION AND WARRANTIES

 A. FRANCHISEE hereby represents and warrants to FRANCHISOR as follows:

(a) FRANCHISEE is executing this Agreement for FRANCHISEE's own account for
the operation of one or more FRANCHISOR Stores, and not for the purpose or
resale or redistribution or other speculative matter;

(b) All information provided to FRANCHISOR to induce FRANCHISOR to grant the

Franchise under this Agreement was true, correct, complete and accurate as of the
date made, and as of the date of this Agreement no material change has occurred
with respect to such information.

(c) FRANCHISEE's execution, delivery and performance of this Agreement does not
violate or constitute a breach under any agreement or commitment of
FRANCHISEE;

(d) FRANCHISEE is duly organized and validly existing, is certified to do business

in each jurisdiction or Area where FRANCHISEE is or will Agreement and
perform FRANCHISEE's obligations pursuant to this Agreement; and

(e) This Agreement represents a valid, binding obligation of FRANCHISEE.

XXI. TERMINATION BY FRANCHISEE

A. FRANCHISEE may terminate this Agreement at any time effective One Hundred
Twenty (120) days after written notice to FRANCHISOR of FRANCHISEE's
election terminate.

XXII. EFFECT OF TERMINATION

A. Upon termination of this Agreement for any reason, FRANCHISEE hereby agrees:

(a) To immediately liquidate any and all of its outstanding monetary obligations to
FRANCHISOR;

(b) To immediately return to FRANCHISOR the FRANCHISOR Manual of

Operations, including copies thereof, if any, together with all other materials
containing trade secrets, operating instructions or business practices for the
operation of the FRANCHISOR Store.

(c) To cease and desist from operating or doing business under any name or in any
manner that might tend to give the general public the impression that this
Agreement is still in force of that the FRANCHISEE is still connected in any
way with FRANCHISOR or has any right to use the FRANCHISOR Manual of
Operations;

(d) To cease and desist from setting up or constructing or equipping or aiding or

assisting any person or persons in the setting up or construction or equipping of
any premises incorporating the distinctive features or equipments layout which
FRANCHISOR has developed and which are identifying characteristics of
FRANCHISOR Stores.

XXIII. CONFIDENTIALITY

A. From the date of hereof until three (3) years after the termination hereof, neither Party
shall divulge or communicate to any third party or use or exploit for any purpose
whatsoever any of the trade secrets or confidential information belonging to or in
 relation to the other Party received or obtained as a result of entering into this
Agreement.

Provided that the above restriction:

(a) shall not apply to information which at the time of disclosure is in the public
domain or is in the possession of the party to whom it is disclosed by reason of
disclosure from an independent third party or otherwise than as a result of entry
into this Agreement;

(b) shall not preclude the disclosure of information to officers or persons

professionally engaged by FRANCHISEE for the purpose of executing this
Agreement or operating the FRANCHISOR Stores under this Agreement;

(c) shall not preclude the disclosure of information to the extent that disclosure is
required or ordered by any applicable law or competent judicial, governmental or
other similar authority or agency;

(d) shall cease to apply to information which subsequent to disclosure falls into the
public domain (otherwise than by a party in breach of this Section) or is lawfully
acquired through independent means by the party to whom it has been disclosed.

B. Neither Party shall use any technical and business information given by other Party
for any other purpose that the performance of this Agreement.

XXIV. CHANGE OF OWNERSHIP

A. This Agreement shall inure to the benefit of the successors and assigns of
FRANCHISOR.

B. The rights and duties created by this Agreement are personal to the FRANCHISEE,
and FRANCHISOR has granted this Franchise in reliance on the individual or
collective character, skill, aptitude and business and financial capacity of the
FRANCHISEE. Any person with an interest in FRANCHISEE shall not, without
FRANCHISOR's prior written consent, directly or indirectly sell, assign, transfer,
convey, give away, pledge, mortgage, or otherwise encumber any interest in this
Franchise or any direct or indirect controlling interest in the FRANCHISEE. Any
such purported assignment occurring by operation of law or otherwise without the
written consent of FRANCHISOR shall constitute a default of this Agreement, and
shall be null and void.

C. At no time during the term of this Agreement or any renewals hereof shall
FRANCHISEE offer, without FRANCHISOR's prior written consent, any interest in
this Franchise, the business conducted hereunder, or in any of the equipment,
furnishings, paraphernalia, or personal property used in connection therewith, for
sale, transfer or assignment.

D. FRANCHISOR shall not unreasonably withhold its consent to any transfer or

assignment which is subject to the restrictions of this Section, provided, however, that
FRANCHISOR shall not be required to give its consent unless, the following
conditions are met prior to the effective date of the transfer or assignment:

(a) For all proposed transfers or assignment:

(i) The assignor has duly executed a general waiver, release and quitclaim in a
manner or form then prescribed by FRANCHISOR of any and all claims against
FRANCHISOR;
 (ii) The assignee has demonstrated to FRANCHISOR's satisfaction that it meets all of
FRANCHISOR's then current requirements for a new FRANCHISEE or for
holders of an interest in a franchise, including, without limitation, possession of
good moral character and reputation, satisfactorily credit ratings, acceptable
business qualification, and the ability to comply fully with the terms of this
Agreement; and

(iii) The assignee executes such other documents as FRANCHISOR may require in
order to assume all of the obligations of this Agreement, to the same extent, and
with the same effect, as previously assumed by the assignee.

(a) For proposed transfers or assignments of a direct or indirect controlling interest:

(i) FRANCHISEE is not in default hereunder, and all of its accrued monetary
obligations to FRANCHISOR have been paid or satisfied;

(ii) The assignee had entered into a written assignment in a manner prescribed by
FRANCHISOR, assuming and agreeing to discharge al of FRANCHISEE's
obligations;

(iii) In the sole discretion of FRANCHISOR, the assignee, its manager, if any, and its
other key employees responsible for the operation of the FRANCHISOR Stores
have satisfactorily completed such training programs as FRANCHISOR may then
require;

(iv) The assignee has executed or in appropriate circumstances caused all necessary
parties to execute, FRANCHISOR's then current standard form of Franchise
Agreement (and such other then current ancillary agreements as FRANCHISOR
may require), for a term ending on the date of expiration of this Agreement or any
renewal hereof.

(a) Any consent given by FRANCHISOR to transfer any interest subject to the restrictions
of this Section shall not constitute a waiver of any claim FRANCHISOR may have
against the assignor or FRANCHISEE, as the case may be, not shall it be deemed a
waiver of the right of FRANCHISOR to demand exact compliance with any of the
terms of this Agreement.

(b) If FRANCHISEE or any person with an interest in FRANCHISEE ("Selling Party")

which is subject to the restrictions has received and desires to accept any bona fide offer
to purchase his or its interests in this Franchise or in FRANCHISEE from a third party,
Selling Party shall notify FRANCHISOR in writing of the purchase price and terms of
such offer and FRANCHISOR or its designee shall have the right and option,
exercisable within thirty (30) days after receipt of such written notification, to send
written notice to Selling Party that FRANCHISOR or its designee intends to purchase
Selling Party's interest on the same terms and conditions offered by the third party. Any
material change in the terms of an offer prior to closing shall result in a new offer,
subject to the same right of first refusal by the FRANCHISOR or its designee as in the
case of the initial offer. FRANCHISOR's failure to exercise this option shall not
constitute a waiver of any other provision of this Agreement, including any of the
requirements of this Section with respect to the proposed transfer.

XXV. GENERAL PROVISIONS

A. Section Headings. The Section headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this Agreement.
 B. Entire Agreement. This Agreement constitutes the entire understanding and
agreement of the parties relating to the subject matter contained herein and cancels
and supercedes previous agreements, negotiations and understandings among all the
parties. Any matter which is not stipulated herein shall be discussed and agreed upon
in writing by the parties hereto.

C. Severability. If one or more of the provisions of this Agreement shall be held invalid,
illegal or unenforceable, the remaining provisions contained herein shall remain in
and shall be given full force and effect.

D. Amendment of Agreement. This Agreement may not be amended or supplemented in

any manner orally, except by an instrument in writing signed by the duly authorized
representatives of the Parties.

E. Interpretation or Construction. All reference herein in the singular shall be construed

to include the plural where applicable, and the masculine to include the feminine or
neuter gender and vie-versa.

F. Waiver. Failure of a Party at any time to require performance by the other Party of
any provision of this Agreement shall in no way affect the right of such Party to
require performance of that or any other provision, and any waiver by such Party of
any breach of this Agreement shall not be construed as a waiver of any continuing or
succeeding breach of such provisions, a waiver of the provision itself or a waiver of
any other right under this Agreement.

G. Business Risks. The FRANCHISEE hereby acknowledges that it has conducted an

independent investigation of the business contemplated by this Agreement and
recognizes that it involves business risks making the success of the venture largely
dependent upon the FRANCHISEE's business abilities. FRANCHISOR expressly
disclaims the making of, and the FRANCHISEE acknowledges that it has not
received or relied upon, any warranty, assurance or guarantee, express or implied, as
to the potential volume, profits or success of the success of the business venture
contemplated by this Agreement.

H. Cost of Enforcement. If FRANCHISOR institutes any legal or equitable action against

the FRANCHISEE to secure or protect its rights under or to enforce the terms of this
Agreement, in addition to any judgment entered in its favor, FRANCHISOR shall be
entitled to recover such reasonable attorney's fees as FRANCHISOR may have
incurred together with court costs and expenses of litigation, but in no case shall it be
less than __________________________ (P_____________), Philippine Currency.

I. Best Efforts. FRANCHISEE shall diligently and fully exploit his or its right in this
Agreement by devoting his or its best efforts. FRANCHISEE shall refrain from being,
directly or indirectly, involved in conflicting enterprises or any activities which would
be detrimental to or seriously interfere with the business contemplated under this
Agreement.

XXVI. FORCE MAJEURE

A. Neither Party shall be in default of its delay in the performance or failure to perform
any of its obligations under this Agreement, when and if the delay or failure arises
from a cause which is beyond the reasonable control of the party failing to perform
("Force Majeure"). Such Force Majeure (which includes, inter alia, acts of God, war,
civil commotion, fire, natural disaster) would suspend the fulfillment of the
obligations under this Agreement. Upon occurrence of any of the above-enumerated
events, the Party being affected by such event shall, without delay, notify the other
 Party in writing. If the Force Majeure lasts for more than three (3) months,
FRANCHISOR shall have the right to terminate this Agreement.

XXVII. NOTICES

A. Any notice, request, demand, waiver, consent, approval or other communication

("Notice/s") required or permitted under this Agreement shall be in writing. All
Notices to either party to this Agreement shall, except as otherwise specifically
provided herein to the contrary, be deemed to have been given or made; if by hand or
personal delivery, immediately upon delivery; if by Telecopier, facsimile, or similar
device, immediately upon sending, provided the Notice is sent and duly received
during regular hours of a business day, but if not, then immediately upon the
beginning of the first business day after being sent; and if mailed, on the fifth (5 th)
business day after mailing or upon actual receipt, whichever is earlier. All Notices are
sent to the addresses hereinabove set forth or to such new addresses as the other may
subsequently notify the other party in writing.

IN WITNESS WHEREOF, we have hereunto set our hands, this _____________ at

_____________, Philippines.

FRANCHISOR FRANCHISEE

SIGNED IN THE PRESENCE OF:

__________________ __________________

(ACKNOWLEDGMENT)