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FORM OF

GLORIA JEAN’S

FRANCHISE AGREEMENT

TABLE OF CONTENTS

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GLORIA JEAN’S®

FRANCHISE AGREEMENT

This Agreement is made and entered into by and between Gloria Jean’s Gourmet Coffees Franchising Corp., an Illinois corporation (“FRANCHISOR”), with its principal office at 2144 Michelson Drive, Irvine, California 92612, and                          (“FRANCHISEE”) whose principal address is                                                                               .

1.                                      BUSINESS BACKGROUND AND PRELIMINARY AGREEMENTS

FRANCHISOR and its affiliated company, Gloria Jean’s Gourmet Coffees Corp. (“GJGC Corp.”), have developed a full service store offering for retail sale bulk gourmet coffees, teas, beverages, coffee and tea makers and related supplies, accessories and gifts.  These stores are known as GLORIA JEAN’S COFFEES STORES (hereinafter referred to as a “GJC STORE(S)”).  Most GJC STORES carry beverages for immediate consumption on the premises, including coffee, espresso, cappuccino and tea.  In addition, some GJC STORES carry pastries, cookies and baked goods and have seating areas.  FRANCHISOR and GJGC Corp. have also developed a kiosk concept and a cart concept, both offering beverages and certain other products offered by GJC STORES (hereinafter referred to as a “GJC KIOSK(S)” and a “GJC CART(S)”).  (Unless otherwise specified, all references to GJC STORES herein include GJC KIOSKS and GJC CARTS.)  Products authorized by FRANCHISOR for sale by GJC STORES are referred to herein as the “PRODUCTS.”  All such GJC STORES are operated with uniform formats, signs, equipment, layout, systems, methods, procedures and designs which utilize a unique architectural design, offer uniform products, and utilize certain trademarks, service marks, trade dress and other commercial symbols, including “Gloria Jean’s Coffees” “Gloria Jean’s Coffee Bean” and “Gloria Jean’s.”  (Such trademarks, service marks and other commercial symbols are hereinafter referred to as the “Names and Marks.”)  GJC STORES operate at locations that feature a distinctive format and method of doing business, including color scheme, signs, equipment, layouts, systems, methods, procedures, designs and marketing and advertising standards and formats (the “GLORIA JEAN’S System”), any element of which FRANCHISOR can modify from time-to-time and with which FRANCHISEE will promptly comply.

FRANCHISOR grants to qualified persons franchises to own and operate GJC STORES, GJC KIOSKS and GJC CARTS offering the PRODUCTS authorized and approved by FRANCHISOR and utilizing the GLORIA JEAN’S System and the Names and Marks.  FRANCHISEE has applied for a franchise to own and operate a GJC STORE, a GJC KIOSK or a GJC CART at the premises identified in Paragraph A of Section 2 below and such application has been approved by FRANCHISOR in reliance upon all of the representations made therein.

FRANCHISEE acknowledges receiving and reading this Agreement and any addenda hereto and FRANCHISOR’s Uniform Franchise Offering Circular (with all exhibits) and has been given an opportunity to clarify any provision FRANCHISEE did not understand. FRANCHISEE further acknowledges that he understands and accepts the terms, conditions and covenants contained in this Agreement as being reasonably necessary to maintain FRANCHISOR’s high standards of quality and service and the uniformity of those standards at all GJC STORES and thereby to protect and preserve the goodwill of the Names and Marks.

2.                                      GRANT AND RENEWAL OF FRANCHISE

A.                                    GRANT OF FRANCHISE

Subject to the provisions of this Agreement, FRANCHISOR hereby grants to FRANCHISEE a franchise (the “FRANCHISE”) to operate a [  ] GJC STORE or [  ] GJC KIOSK or [  ] GJC CART (check one) (the “STORE”) and to use the Names and Marks and the GLORIA JEAN’S System during the Term (as defined below) at the following location:                                                                                                                                                                              (the “Location”).  FRANCHISEE may not relocate the STORE for any purpose, including, without limitation, a temporary relocation for the purpose of remodeling, without prior written consent of FRANCHISOR.  FRANCHISEE also may not sell any PRODUCTS at other locations or through other channels of distribution without prior written consent of FRANCHISOR, including, without limitation, utilizing any computer media or electronic media (e.g., World Wide Web, Internet, Telnet, electronic mail, bulletin boards, FTP, newsgroup and the like).  Any attempt to do so shall be a material breach hereof.

FRANCHISEE acknowledges and agrees that FRANCHISOR’s approval of the Location does not constitute an assurance, representation or warranty of any kind, express or implied, as to the suitability of the Location for a GJC STORE.  FRANCHISOR’s approval of the Location indicates only that FRANCHISOR believes the Location complies with acceptable minimum criteria established by FRANCHISOR solely for its purposes as of the time of the evaluation.  FRANCHISEE further acknowledges and agrees that its acceptance of a franchise for the operation of a GJC STORE at the Location is based on its own independent investigation of the suitability of the site.  It shall be the sole responsibility of FRANCHISEE to undertake site selection and otherwise secure premises for the STORE.

B.                                    NON-EXCLUSIVITY

The FRANCHISE is a “spot” franchise only and is awarded for a single location only.  FRANCHISEE does not have and has not paid for, any “exclusive territory” or any “exclusive,” “protected” or “reserved” territorial or other rights, and no such rights are granted or will be inferred.  FRANCHISOR (on behalf of itself and its affiliates) retains all rights with respect to GJC STORES, the Names and Marks, the sale of PRODUCTS and any other products and services, anywhere in the world, including, without limitation:  (a) the right to operate or grant others the right to operate gourmet coffee stores and/or other coffee beverage facilities under the Names and Marks or any other trademark at such locations as it deems appropriate regardless of the proximity to the STORE and on such terms and conditions as FRANCHISOR and its affiliates deem appropriate; (b) the right to roast, develop, wholesale, market, distribute and sell PRODUCTS through any channel of distribution (including, without limitation, mail order, the Internet, and wholesale) under or in association with the Names and Marks or any other trademark; and (c) the right to roast, develop, wholesale, market, distribute or sell any other product or service or own or operate any other business under the Names and Marks or any other trademark.

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C.                                    RIGHT OF FIRST OPPORTUNITY

If, during the term of this Agreement, FRANCHISEE is in compliance with this Agreement and FRANCHISOR decides to establish and/or grant a franchisee the right to establish a GJC STORE in the shopping mall in which the STORE is located, FRANCHISOR will give FRANCHISEE the opportunity to be considered for such GJC STORE.  In those circumstances, FRANCHISOR will provide FRANCHISEE with notification of its intent, and may require FRANCHISEE to submit to FRANCHISOR, within thirty (30) days after FRANCHISOR’s notification, any information and material that FRANCHISOR then typically considers in selecting franchisees and granting franchises in order to determine whether FRANCHISEE’s application should be accepted. FRANCHISEE acknowledges the foregoing right of opportunity is only available if the STORE is located in a shopping mall and that FRANCHISOR’s obligation to consider FRANCHISEE for additional GJC STORES apply only with respect to GJC STORES to be located in the same shopping mall as the STORE.  In the event FRANCHISOR accepts FRANCHISEE’s application, FRANCHISEE must acquire an additional franchise for the operation of the GJC STORE by executing FRANCHISOR’s then current form of franchise agreement and paying FRANCHISOR the then current initial franchise fee.

D.                                    TERM

Subject to earlier termination pursuant to Section 13, the term of this Agreement shall begin on the effective date of this Agreement as provided in Section 25 and end on the ten (10) year anniversary of such effective date or the expiration of the initial term of the lease or sublease for the STORE, whichever shall first occur (the “Term”).

E.                                      RENEWAL OF FRANCHISE

If upon expiration of the initial term of the FRANCHISE: (1) FRANCHISEE has fully and continuously complied with this Agreement and all other agreements with FRANCHISOR (and/or any affiliate of FRANCHISOR), in each case without any defaults, cured or uncured, during the Term; and (2) FRANCHISEE maintains possession of the premises of the STORE and, prior to any renewal term beginning, refurbishes, remodels, expands and otherwise brings the STORE and its operation into full compliance with all then-applicable standards (including then-applicable design standards, including equipment) applicable to franchises awarded for new GJC STORES and in compliance with any lease or sublease requirements applicable to the STORE premises, then FRANCHISEE shall have the right to renew the FRANCHISE for a single additional term for a period of ten (10) years or the remaining term of the lease or sublease, whichever is less; provided, however, that in no event shall FRANCHISOR be obligated to negotiate or obtain any renewal, extension or otherwise of any lease or sublease, or solicit or accept any proposal from the landlord (or other person/entity controlling the premises) for a renewal, extension or otherwise of any lease or sublease, even if on the same terms and conditions as have previously been applicable to the premises.

Such renewal shall be with payment of a non-refundable (unless renewal is denied) renewal franchise fee equal to fifty percent (50%) of FRANCHISOR’s then-current initial franchise fee for a first GJC STORE franchise.  FRANCHISEE (and its owners) must also

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execute a general release in a form approved by FRANCHISOR releasing any and all claims, liabilities and/or obligations against FRANCHISOR and its affiliates, officers, directors, employees, agents, successors and assigns.

In connection with any renewal, FRANCHISEE must meet FRANCHISOR’s then-current qualification and training requirements.  FRANCHISOR may require FRANCHISEE and/or any of its personnel to attend and successfully complete any retraining program(s), and at such times and location(s), as FRANCHISOR then specifies.  There will be no charge for any retraining program(s), but FRANCHISEE will be responsible for all compensation, travel, meals, lodging and other expenses of its personnel.

F.                                      MANNER OF RENEWAL

Renewal of the FRANCHISE shall be effected by the execution by FRANCHISOR and FRANCHISEE of FRANCHISOR’s then-current form of franchise agreement (which may provide for higher royalty fees and advertising contributions and other significant provisions of which may vary, but without any further term, successor franchise or right of renewal), general releases and all other agreements and legal instruments and documents then customarily used by FRANCHISOR in the grant of franchises for the ownership and operation of a GJC STORE.  FRANCHISEE agrees to notify FRANCHISOR not more than nine (9) months nor less than six (6) months prior to expiration of the Term in writing of FRANCHISEE’s election to renew the FRANCHISE and pay the renewal fee at the same time.  If FRANCHISOR refuses to renew the FRANCHISE, FRANCHISOR shall state the reasons for its refusal.  Failure or refusal by FRANCHISEE to execute such agreements, instruments and documents necessary to renew the FRANCHISE within sixty (60) days after delivery thereof to FRANCHISEE shall be deemed an election by FRANCHISEE not to renew the FRANCHISE.

3.                                      DEVELOPMENT AND OPENING OF STORE

A.                                    LEASE OR SUBLEASE OF PREMISES OF STORE

FRANCHISEE will contemporaneously with the execution of this Agreement or such later date specified by FRANCHISOR, lease or sublease the Location in the form and manner prescribed by FRANCHISOR and deliver a copy of such lease or sublease to FRANCHISOR at least 15 days prior to the execution thereof.  FRANCHISOR has the right to review and approve any lease or sublease for the premises of the STORE.  FRANCHISEE agrees not to execute any lease or sublease which has not been approved in writing by FRANCHISOR.  FRANCHISEE shall neither create nor purport to create any obligations on behalf of FRANCHISOR, not grant or purport to grant to the landlord thereunder any rights against FRANCHISOR, nor agree to any other term, condition, or covenant which is inconsistent with any provision of this Agreement.  The lease obtained by FRANCHISEE shall be collaterally assigned to FRANCHISOR pursuant to the terms of FRANCHISOR’s standard collateral assignment of lease form, to secure the performance by FRANCHISEE of its obligations hereunder.  The lease or sublease for the premises of the STORE shall contain substantially the following provisions:

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(1)           “Anything contained in this lease to the contrary notwithstanding, Lessor agrees that, without its consent, this lease and the right, title and interest of the Lessee hereunder, may be assigned by the Lessee to Gloria Jean’s Gourmet Coffees Franchising Corp. or its designee; provided that said corporation shall execute such documents evidencing its agreement to thereafter keep and perform, or cause to be kept and performed, all of the obligations of the Lessee arising under this lease from and after the time of such assignment.”

(2)           “Lessee hereby agrees that Lessor may, upon the written request of Gloria Jean’s Gourmet Coffees Franchising Corp., disclose to said corporation all reports, information or data in Lessor’s possession with respect to sales made in, upon or from the leased premises.”

(3)           “Lessor shall give written notice to Gloria Jean’s Gourmet Coffees Franchising Corp. concurrently with the giving of such notice to Lessee of any default or non-renewal by Lessee under the lease and the said corporation shall have, after the expiration of the period during which the Lessee may cure such default, an additional fifteen (15) days to cure, at its sole option, any such default.”

(4)           “Gloria Jean’s Gourmet Coffees Franchising Corp. or its designee will have an option, without cost or expense to Gloria Jean’s Gourmet Coffees Franchising Corp. or its designee, to assume the lease upon termination or expiration of the Franchise Agreement for any reason.”

The lease may not contain any non-competition covenant which purports to restrict FRANCHISOR, its affiliates or any of FRANCHISOR’s franchisees or licensees from operating a GJC STORE or any other retail establishment.

B.                                    DEVELOPMENT OF THE STORE

Following the effective date and prior to any construction or renovation of the STORE, FRANCHISOR shall provide FRANCHISEE with copies of FRANCHISOR’s standard specifications for the design and layout of a typical GJC STORE and required leasehold improvements.  FRANCHISEE shall, in all respects, comply with all such specifications and criteria unless FRANCHISOR shall, in writing, agree to modifications thereof.  FRANCHISEE shall employ licensed architects, engineers and general contractors, at its sole cost and expense, to prepare such architectural, engineering and construction drawings and site plans (collectively referred to as the “Constructions Documents”), and/or to modify the standard Construction Documents which  may be provided by FRANCHISOR; and to obtain all permits required to construct, remodel, renovate, and/or equip the STORE.  All such Construction Documents, and all modifications and revisions thereto, shall be submitted to FRANCHISOR for its prior review and approval before FRANCHISEE’s commencement of construction pursuant thereto.  FRANCHISOR may, from time to time, provide a list of recommended architects and/or general contractors.

When completed, the STORE shall in all respects strictly comply with FRANCHISOR’s specifications therefor, as modified or revised if applicable with FRANCHISOR’s prior written consent.  FRANCHISEE must submit to FRANCHISOR one (1) set of “Project Record Drawings” within sixty (60) days of the STORE opening.  “Project

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Record Drawings” are hereby defined as the set of Construction Documents that are marked to show the changes made in the field, with particular attention paid to the information on concealed elements (e.g. underground utilities) that cannot be readily identified at a later time.  Such drawings should be clearly marked as “Project Record Drawings.”

C.                                    FIXTURES, EQUIPMENT, STOREFRONT, SUPPLIES AND SIGNS

FRANCHISEE agrees to use in the operation of the STORE those fixtures, items of equipment, supplies and signs that FRANCHISOR has approved for a GJC STORE as meeting its specifications and standards for appearance, function, design, quality and performance.  FRANCHISEE further agrees to place or display at the premises of the STORE (interior and exterior) only such signs, emblems, lettering, logos and display materials that are from time to time approved in writing by FRANCHISOR.  If FRANCHISEE proposes to purchase, lease or otherwise use any fixture, equipment, supply or sign which is not then approved by FRANCHISOR, FRANCHISEE shall first notify FRANCHISOR in writing and shall submit to FRANCHISOR sufficient specifications, photographs, drawings and/or other information or samples for a determination by FRANCHISOR of whether such fixture, equipment, supply or sign complies with its specifications and standards, which determination shall be made and communicated in writing to FRANCHISEE within a reasonable time.

D.                                    STORE OPENING

FRANCHISEE agrees to use its best efforts to merchandise the STORE as soon as possible after obtaining possession of the STORE premises and to open the STORE for business and commence the conduct of its business by the period required by FRANCHISEE’s lease or sublease or, if sooner, within five (5) days after notice from FRANCHISOR that it is in suitable condition therefor.  FRANCHISOR may, as it may so deem appropriate, supply an employee who will for a period up to seven (7) days assist FRANCHISEE in the opening of the STORE.

E.                                      TERMINATION UPON FAILURE OF FRANCHISEE TO OPEN THE STORE

If FRANCHISEE fails to lease or sublease the STORE premises as required by Paragraph A of this Section 3, or fails to proceed with the merchandising of the STORE as required by or fails to open the STORE by the date required in Paragraph E of this Section 3,  FRANCHISOR, at its sole option, shall have the right to terminate this Agreement effective upon giving written notice to FRANCHISEE.

F.                                      GRAND OPENING PROGRAM

FRANCHISEE agrees to spend between One Thousand Dollars ($1,000.00) and Four Thousand Dollars ($4,000.00) to conduct grand opening advertising and promotions, such advertising and promotions (which must be approved in advance in writing by FRANCHISOR) to occur within the four (4) month period following the opening of the STORE for business.

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4.                                      TRAINING AND OPERATING ASSISTANCE

A.                                    TRAINING

Prior to the opening of the STORE, FRANCHISOR shall furnish and FRANCHISEE (or the Managing Owner (as defined in Section 6.L) if FRANCHISEE is a business entity) shall attend and complete to FRANCHISOR’s satisfaction a training program on the operation of a GJC STORE, furnished at such time and place as FRANCHISOR may designate.  Such training will be given by FRANCHISOR without charge; provided that FRANCHISEE shall be solely responsible for the compensation of the trainees as well as such trainees’ travel, lodging and personal expenses.  Such training will consist of and four (4) to five (5) weeks of in store training, three (3) days of classroom training, and such additional days as FRANCHISOR may elect of training.  If FRANCHISEE (or the Managing Owner) fails to complete training to FRANCHISOR’s satisfaction, FRANCHISOR may require such person to undergo further training by FRANCHISOR at a time scheduled by FRANCHISOR, until FRANCHISOR is satisfied that FRANCHISEE (or the Managing Owner) has satisfactorily completed the training course.  In such event, FRANCHISEE shall advance or reimburse, at FRANCHISOR’s option, all direct and indirect costs and expenses that FRANCHISOR may incur for the wages, lodging, subsistence and travel of FRANCHISOR’s personnel for the duration of the extended training and shall pay FRANCHISOR the then-current standard training fee charged by FRANCHISOR.

B.                                    HIRING AND TRAINING OF EMPLOYEES BY FRANCHISEE

FRANCHISEE shall hire all employees of the STORE, be exclusively responsible for the terms of their employment and compensation and implement a training program for employees of the STORE in compliance with FRANCHISOR’s standards.  FRANCHISEE agrees to maintain at all times a staff of trained employees sufficient to operate the STORE in compliance with FRANCHISOR’s standards.  FRANCHISEE agrees that all management personnel hired by FRANCHISEE may be required to sign an agreement containing non-competition and confidential information covenants substantially similar to those contained in Paragraph E of Section 14 and in Section 7 herein.

C.                                    OPERATING ASSISTANCE

FRANCHISOR will advise FRANCHISEE from time to time of operating problems of the STORE disclosed by reports submitted to or inspections made by FRANCHISOR.  Further, FRANCHISOR will furnish to FRANCHISEE such assistance in connection with the operation of the STORE as is from time to time deemed appropriate by FRANCHISOR.  Operating assistance may consist of advice and guidance with respect to:

(1)           methods and operating procedures utilized by a GJC STORE or the STORE;

(2)           additional products and services authorized for a GJC STORE;

(3)           purchasing of PRODUCTS and supplies;

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(4)           formulating and implementing advertising, merchandising and  promotional programs; and

(5)           the establishment of administrative, bookkeeping, accounting, inventory control, sales training and general operating procedures for the proper operation of a GJC STORE.

FRANCHISEE understands and agrees that all advice and guidance provided by FRANCHISOR is only supportive of the operation of the STORE and that the overall success of the STORE is primarily dependent upon FRANCHISEE’s business abilities and efforts.  FRANCHISOR will not charge FRANCHISEE for such operating assistance unless such operating assistance is made necessary by FRANCHISEE’s failure to comply with this Agreement or if FRANCHISEE requests operating assistance in excess of what is normally provided by FRANCHISOR.  Any such charges will be reasonable and payable upon FRANCHISEE’s receipt of an invoice for the same.

5.                                      OPERATING MANUAL

                FRANCHISOR will loan to FRANCHISEE during the term of the FRANCHISE one copy of an operating manual, which consists of one or more manuals (hereinafter referred to as the “OPERATING MANUAL”), for a GJC STORE containing mandatory and suggested specifications, standards and operating procedures prescribed from time to time by FRANCHISOR for a GJC STORE and information relative to other obligations of FRANCHISEE hereunder.  FRANCHISOR shall have the right to add to and otherwise modify the OPERATING MANUAL from time to time to reflect changes in the type or quantity of authorized PRODUCTS, standards of service or product quality, the operation of a GJC STORE or to meet competition.  Any such addition or modification takes precedence over all prior communications and in the event of a dispute, the master OPERATING MANUAL maintained at FRANCHISOR’s office shall control.  The provisions of the OPERATING MANUAL as modified from time to time by FRANCHISOR and communicated to FRANCHISEE constitute provisions of this Agreement and as such are binding upon FRANCHISEE.  The OPERATING MANUAL contains proprietary information of FRANCHISOR and FRANCHISEE agrees to keep the OPERATING MANUAL and information contained therein confidential at all times during and after the term of the FRANCHISE.

6.                                      STORE IMAGE AND OPERATING STANDARD

A.                                    CONDITION AND APPEARANCE OF STORE

FRANCHISEE agrees to maintain the condition and appearance of the STORE consistent with the image of a GJC STORE as an attractive, clean, convenient and efficiently operated specialty shop offering high quality PRODUCTS and efficient and courteous service, and pleasant ambiance.  FRANCHISEE agrees to effect such maintenance of the STORE as is reasonably required from time to time to maintain such condition, appearance and efficient operation, including, without limitation, replacement of worn out or obsolete fixtures, equipment and signs, repair of the interior and exterior of the STORE and periodic cleaning and decorating or as is required by FRANCHISEE’s lease or sublease.  FRANCHISEE shall also replace and/or

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add additional fixtures and equipment which FRANCHISOR at a later day may require to be installed in all the GJC STORES.  If at any time in FRANCHISOR’s reasonable judgment the general state of repair, appearance or cleanliness of the premises of the STORE or its fixtures, equipment or signs does not meet FRANCHISOR’s standards therefor, FRANCHISOR shall so notify FRANCHISEE, specifying the action to be taken by FRANCHISEE to correct such deficiency.  If FRANCHISEE fails or refuses to initiate within fifteen (15) days after receipt of such notice or such lesser period required by the lease or sublease, and thereafter continue a bona fide program to undertake and complete any such required maintenance, FRANCHISOR shall have the right (in addition to its rights under Section 13), but shall not be obligated, to enter upon the premises of the STORE and effect such repairs, painting and replacement of fixtures, equipment or signs on behalf of FRANCHISEE and FRANCHISEE shall pay the entire costs therefor to FRANCHISOR on demand.

B.                                    ALTERATIONS TO THE STORE

FRANCHISEE shall make no material alterations to the leasehold improvements or appearance of the STORE nor shall FRANCHISEE make any material replacements of or alterations to the fixtures, equipment or signs of the STORE without prior written approval by FRANCHISOR and any approval that may be necessary under the lease or sublease for the premises.

C.                                    REFURBISHING THE STORE

At FRANCHISOR’s request, which shall not be more than once every five (5) years, FRANCHISEE shall refurbish the STORE at its own expense to conform to the building design, trade dress, color schemes, and presentation of the Names and Marks in a manner consistent with the image then in effect for new GJC STORES under the GLORIA JEAN’S System, including, without limitation, remodeling, redecoration, structural changes, and modifications to existing improvements and equipment.

D.                                    AUTHORIZED PRODUCTS

The presentation of a uniform image to the public and the offering of uniform product lines is an essential element of a successful franchise system.  FRANCHISEE therefore agrees that the STORE will offer brands and types of PRODUCTS and services from time to time specified by FRANCHISOR.  FRANCHISEE further agrees that the STORE will not, without prior written approval by FRANCHISOR, offer any other products or services nor shall the STORE or the premises which it occupies be used for any purpose other than the operation of a GJC STORE in compliance with this Agreement and FRANCHISEE’s lease or sublease for the premises.

E.                                      APPROVED BRANDS AND/OR SUPPLIES

The reputation and goodwill of GJC STORES is based upon, and can be maintained only by, the sale of high-quality products.  FRANCHISEE therefore agrees that the STORE will only offer for sale authorized PRODUCTS as specified by FRANCHISOR and other products approved for the STORE from time to time as being acceptable and from approved suppliers.  The term PRODUCTS as used in this Agreement, include all products

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hereafter approved and/or developed by FRANCHISOR.  FRANCHISOR may from time to time modify the list of approved brands and/or suppliers and FRANCHISEE shall not, after receipt in writing of such modification, reorder any brand or from any supplier which has been determined to be no longer of acceptable quality.  Subject to Section 6.F. below, if FRANCHISEE proposes to sell any product of a brand which has not been approved as being acceptable or from a supplier which has not been approved, it shall first notify FRANCHISOR in writing and submit sufficient photographs, drawings, specifications, samples and/or other information concerning the product and/or the supplier and FRANCHISOR shall, within a reasonable time, notify FRANCHISEE in writing whether or not such proposed brand and/or such proposed supplier is acceptable.  FRANCHISOR may approve a supplier for any PRODUCTS and may approve a supplier only as to certain PRODUCTS.  FRANCHISOR may concentrate purchases with one or more suppliers to obtain lower prices and/or the best advertising support and/or services for a group of GJC STORES owned or franchised by FRANCHISOR or its affiliates.  FRANCHISOR and its affiliates reserve the right to receive revenue from approved suppliers based on transactions with franchisees and FRANCHISOR (or its affiliate).  Approval of a supplier may be conditioned on requirements related to the frequency of delivery, standards of service, including prompt attention to customer complaints, consistency and reliability and may be temporary pending a further evaluation of such supplier by FRANCHISOR.  FRANCHISOR will require any supplier applying for approval to allow FRANCHISOR or its affiliates to inspect the proposed supplier’s facilities to assist FRANCHISOR in determining if the proposed supplier meets FRANCHISOR’s criteria.  FRANCHISEE shall at all times maintain an adequate and representative inventory of PRODUCTS, sufficient in quality, quantity and variety, to satisfy customer demand and realize the full potential of the STORE, as prescribed from time to time by FRANCHISOR.  The inventory of the STORE shall contain a representative number of each “Gloria Jean’s” brand or other private brands of FRANCHISOR which shall be given representative display area.  FRANCHISOR shall not have any liability to FRANCHISEE if FRANCHISOR is at any time unable for any reason to offer any “Gloria Jean’s” brand or other brand of PRODUCTS for purchase by FRANCHISEE or at competitive prices.  Certain PRODUCTS may be offered by an affiliate of FRANCHISOR.

F.                                      SUPPLIERS OF COFFEE

In recognition that the quality and uniformity of the coffee carried by GJC STORES are of paramount importance to the reputation and goodwill of GJC STORES, FRANCHISEE must purchase all coffee offered at the STORE from GJGC Corp.  In the event GJGC Corp. ceases supplying FRANCHISEE with coffee, FRANCHISOR will designate another supplier or suppliers of coffee.  In such event, FRANCHISEE may propose a supplier to FRANCHISOR in accordance with the procedure for obtaining approval of suppliers with respect to other PRODUCTS offered by FRANCHISEE, set forth in Section 6.E. above.  In addition to the criteria listed in Section 6.E. a proposed supplier must also meet FRANCHISOR’s criteria as to the size of the coffee bean, the method of preparation of the bean, the region of origin of the bean, the quality of flavoring used in bean preparation the consistency of bean color and moisture content after roasting, the type of packaging and the type of roaster used.  FRANCHISOR will require any supplier applying for approval to allow FRANCHISOR or its affiliates to inspect the proposed supplier’s roasting facilities and green bean purchase contracts to assist FRANCHISOR in determining if the proposed supplier meets FRANCHISOR’s criteria.

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G.                                    USE OF SUPPLIES IMPRINTED WITH NAMES AND MARKS

FRANCHISEE shall in the operation of the STORE use displays, boxes, bags, paper, forms, packaging materials, labels and other paper and plastic products and supplies imprinted with the Names and Marks as prescribed from time to time by FRANCHISOR.

H.                                    STANDARDS OF SERVICE

The STORE shall at all times give prompt, courteous and efficient service to its customers.  FRANCHISEE and the STORE shall in all dealings with customers, suppliers and the public adhere to the highest standards of honesty, integrity, fair dealing and ethical conduct.

I.                                         DETERIORATED PRODUCTS AND COMPLAINTS

FRANCHISEE shall not advertise, offer for sale or sell any damaged, molded or deteriorated PRODUCTS or PRODUCTS which are “out of date” as provided in the OPERATING MANUAL or as specified on the PRODUCT itself.  All damaged, molded, deteriorated or “out of date” PRODUCTS shall be withdrawn from sale and removed from the STORE.  All reasonable complaints by customers shall be honored pursuant to the policy set forth in the OPERATING MANUAL.

J.                                      SPECIFICATIONS, STANDARDS AND PROCEDURES

FRANCHISEE agrees to comply with all mandatory specifications, standards and operating procedures (whether contained in the OPERATING MANUAL or any other document or notice) relating to the operation of a GJC STORE and the STORE, including, without limitation, those relating to:

(1)           type, quality and shelf life of PRODUCTS offered;

(2)           PRODUCT dating programs, including removal of “out of date” PRODUCT;

(3)           merchandising techniques;

(4)           the safety, maintenance, cleanliness, function and appearance of the STORE premises and its fixtures, equipment and signs;

(5)           uniforms and aprons to be worn by and general appearance of STORE employees;

(6)           use of Names and Marks;

(7)           hours during which the STORE will be open for business;

(8)           use and retention of standard forms;

(9)           use and illumination of signs, posters, displays, standard formats and similar items; and

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(10)         identification of FRANCHISEE as the owner of the STORE.

Mandatory specifications, standards and operating procedures prescribed from time to time by FRANCHISOR in the OPERATING MANUAL or otherwise communicated to FRANCHISEE in writing, shall constitute provisions of this Agreement as if fully set-forth herein.  All references herein to this Agreement shall include all such mandatory specifications, standards and operating procedures.  Though FRANCHISOR retains the right to establish and periodically modify such mandatory specifications, standards and operating procedures which FRANCHISEE has agreed to maintain in the operation of the STORE, FRANCHISEE retains the right and sole responsibility for the day-to-day management and operation of the STORE and the implementation and maintenance of such mandatory specifications, standards and operating procedures at the STORE.

K.                                    COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES

FRANCHISEE shall secure and maintain in force all required licenses, permits and certificates relating to the operation of the STORE and shall operate the STORE in full compliance with all applicable laws, ordinances and regulations, including, without limitation, all government regulations relating to handling of food products, occupational hazards and health, worker’s compensation insurance, unemployment insurance and withholding and payment of federal, state and local income taxes, social security taxes and sales taxes.  All advertising and promotion by FRANCHISEE shall be completely factual and shall conform to the highest standards of ethical advertising.  FRANCHISEE agrees to refrain from any business or advertising practice which may be injurious to the business of FRANCHISOR and the goodwill associated with the Names and Marks and other GJC STORES.

L.                                     MANAGEMENT OF THE STORE

The STORE shall be managed by FRANCHISEE.  If FRANCHISEE is a corporation, partnership or limited liability company, one of the owners of FRANCHISEE must be designated as the “Managing Owner” who must be a natural person who owns and controls not less than ten percent (10%) of the equity and voting power of FRANCHISEE. FRANCHISEE (or the Managing Owner) must have at least two (2) years of retail or restaurant management experience.  FRANCHISEE (or the Managing Owner) must complete, to the satisfaction of FRANCHISOR, the training program.  If FRANCHISEE (or the Managing Owner) has completed the franchise training, FRANCHISEE shall be qualified to train its managers.  If and in the event FRANCHISOR, in its sole discretion, determines that the FRANCHISEE (or the Managing Owner) is not properly performing his duties, FRANCHISOR shall advise FRANCHISEE and FRANCHISEE shall take such corrective measures as are necessary to immediately rectify the situation.  FRANCHISEE shall keep FRANCHISOR informed at all times of the identity of any Managing Owner(s) of the STORE.

M.                                  CONFLICTING AND COMPETING INTERESTS

FRANCHISEE agrees that FRANCHISEE will at all times faithfully, honestly and diligently perform its obligations hereunder, that it will continuously exert its best efforts to promote and enhance the business of the STORE and that it will not engage in any business or

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other activity that will conflict with its obligations hereunder.  FRANCHISEE shall not divert elsewhere any trade, commerce or business which ordinarily would be transacted by FRANCHISEE in or from the STORE and to this end, FRANCHISEE shall not at any time sell or rent to anyone any list of customers or permit the use of such list by anyone for any purpose other than the mailing of advertising material for the STORE.  FRANCHISEE further agrees that neither FRANCHISEE nor any of its owners (through a member of the immediate family of FRANCHISEE or an owner of FRANCHISEE or otherwise) will, during the term of the FRANCHISE, have any interest as an owner of (except of publicly-traded securities or interests in other GJC STORES pursuant to other franchise agreements with FRANCHISOR or its affiliates), or assist or perform services as a director, officer, employee, consultant, representative, agent, or in any other capacity for, any other business principally offering products substantially similar to the PRODUCTS then being offered by the majority of the GJC STORES, nor will they have any interest, as aforesaid, in any entity which franchises or otherwise grants to others the right to sell products similar to the PRODUCTS then being offered by the majority of the GJC STORES.

N.                                    INSURANCE

FRANCHISEE shall obtain and maintain insurance coverage with an insurance company approved by FRANCHISOR, which approval shall not be unreasonably withheld as follows:

(1)           comprehensive general liability insurance (including products liability); with coverage of $2,000,000.00 to $4,000,000.00 combined single limit for death, personal injury, and $100,000.00 property damage coverage;

(2)           business liability annual aggregate coverage of $4,000,000;

(3)           business interruption insurance, including Continuing Royalty coverage, for 12 months after casualty, in amounts equal to at least $150,000;

(4)           workers’ compensation insurance coverage of $1,000,000 per employee, $1,000,000 per accident, $1,000,000 per disease; and

(5)           windstorm, fire, and extended coverage insurance, insuring the construction of improvements and completed STORE operated by FRANCHISEE, for the full replacement value thereof.

In the event of damage to the STORE covered by insurance, the proceeds of any such insurance shall be used to restore the STORE to its original condition (but in accordance with FRANCHISOR’s then-current standards and specifications) as soon as possible, unless such restoration is prohibited by the lease or FRANCHISOR has otherwise consented to in writing.  FRANCHISEE shall promptly provide to FRANCHISOR proof of such insurance coverage upon the obtaining of such insurance, and at such other times upon the request of FRANCHISOR.

FRANCHISEE shall, prior to opening the STORE, file with FRANCHISOR, certificates of such insurance and shall promptly pay all premiums on the policies as they become due. All such liability insurance policies shall name FRANCHISOR and its affiliates as

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additional insureds.  In addition, the policies shall contain a provision requiring 30 days prior written notice to FRANCHISOR of any proposed cancellation, modification, or termination of insurance.  If FRANCHISEE at any time fails or refuses to maintain in effect any insurance coverage required by FRANCHISOR, or to furnish satisfactory evidence thereof, FRANCHISOR, at its option and in addition to its other rights and remedies hereunder, may, but need not, obtain such insurance coverage, on behalf of FRANCHISEE, and FRANCHISEE shall promptly execute any applications or other forms or instruments required to obtain any such insurance and pay to FRANCHISOR, on demand, any costs and premiums incurred by FRANCHISOR.

7.                                      PROPRIETARY AND CONFIDENTIAL INFORMATION OF FRANCHISOR

FRANCHISEE acknowledges and agrees that FRANCHISOR possesses certain confidential and proprietary information in which FRANCHISOR possesses valuable industrial and intellectual property rights consisting of the methods, techniques, formats, specifications, procedures, information, systems, methods of business management, sales and promotion techniques and knowledge of and experience in the operation and franchising of GJC STORES (the “Confidential Information”).  FRANCHISOR will disclose such parts of the Confidential Information as are required for the operation of a GJC STORE to FRANCHISEE in furnishing FRANCHISEE the training program, the OPERATING MANUAL and in guidance furnished to FRANCHISEE during the term of the FRANCHISE.

FRANCHISEE acknowledges and agrees that it will not acquire any interest in the Confidential Information, other than the right to utilize it in the development and operation of the STORE during the term of the FRANCHISE, and that the use or duplication of the Confidential Information in any other business would constitute an unfair method of competition with FRANCHISOR and other GJC STORE franchisees.  FRANCHISEE acknowledges that the Confidential Information is disclosed to FRANCHISEE solely on the condition that FRANCHISEE agrees, and FRANCHISEE does hereby agree, that FRANCHISEE (and each of its owners, if the FRANCHISEE is a company, partnership or limited liability company):  (1) will not use the Confidential Information in any other business or capacity; (2) will maintain the absolute confidentiality of the Confidential Information during and after the term of this Agreement; (3) will not make unauthorized copies of any portion of the Confidential Information disclosed in written form; and (4) will adopt and implement all reasonable procedures prescribed from time to time by FRANCHISOR to prevent unauthorized use or disclosure of the Confidential Information, including without limitation, requiring (a) all owners, officers, directors, managing members, and full time managers of FRANCHISEE and any other employee of FRANCHISEE designated by FRANCHISOR to execute confidentiality and non-competition agreements in the form attached hereto as Exhibit B (the “Confidentiality and Non-Competition Agreement”) and (b) any other person who will have access to Confidential Information to execute confidentiality agreements in the form attached hereto as Exhibit C (the “Confidentiality Agreement”).

Notwithstanding anything to the contrary contained in this Agreement, the restrictions on FRANCHISEE’s disclosure and use of the Confidential Information shall not apply to (a) information, processes or techniques which are or become generally known by operators of businesses that are competitive with franchisees of FRANCHISOR, other than through

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disclosure (whether deliberate or inadvertent) by FRANCHISEE; or (b) disclosure of Confidential Information in judicial, arbitral or administrative proceedings to the extent FRANCHISEE is legally compelled to disclose such information, provided FRANCHISEE shall have used its best efforts, and shall have afforded FRANCHISOR the opportunity, to obtain an appropriate protective order or other assurance satisfactory to FRANCHISOR of confidential treatment for the information required to be so disclosed.

All ideas, concepts, techniques or materials relating to a GJC STORE, whether or not protectable intellectual property and whether created by or for FRANCHISEE or FRANCHISEE’s employees, must be promptly disclosed to FRANCHISOR and will be deemed to be FRANCHISOR’s sole and exclusive property, part of the GLORIA JEAN’S System, and works made-for-hire for FRANCHISOR.  To the extent any item does not qualify as a “work made-for-hire” for FRANCHISOR, by this paragraph FRANCHISEE assigns ownership of that item and all related rights to that item, to FRANCHISOR and agrees to sign whatever assignment or other documents FRANCHISOR requests to evidence FRANCHISOR’s ownership or to help FRANCHISOR obtain intellectual property rights in the item.

8.                                      ADVERTISING AND PROMOTION

A.                                    BY FRANCHISOR

FRANCHISOR will develop, prepare and offer to FRANCHISEE (with or without charge) such posters, ad formats, direct mail, point of sale and other advertising materials for the STORE as FRANCHISOR deems appropriate and will implement a marketing program as described below.  FRANCHISEE shall be required to participate in all advertising and/or promotional campaigns which FRANCHISOR may establish.

B.                                    MARKETING FUND

FRANCHISOR’s experience and business judgment is that a unified marketing program, on both a local and broader level, is an essential factor in the potential success of all GJC STORES, to achieve top-of-mind awareness in potential customers, to build and retain goodwill associated with the Name and Marks thereby hopefully benefiting all GJC STORE operators, to create improved brand loyalty among new and future customers and to achieve a favorable retail position for all GJC STORES.  To maximize the possibility of obtaining these goals, FRANCHISOR and FRANCHISEE have agreed to a marketing program as follows:

(1)           FRANCHISOR has instituted an advertising, publicity and marketing fund (the “Marketing Fund”) for such advertising, advertising-related, marketing and/or public relations programs, services and/or materials as FRANCHISOR may deem necessary or appropriate to promote GJC STORES.  The Marketing Fund may be combined with any marketing fund otherwise established for GJC STORES and the funds merged for use in accordance with this Agreement.  FRANCHISEE will contribute to the Marketing Fund two percent (2%) of the gross sales of the STORE (as defined in Paragraph B of Section 13), payable as provided in Paragraph C of Section 12.  FRANCHISOR reserves the right to increase the amount FRANCHISEE is required to contribute to an amount not to exceed three percent (3%) of the gross sales of the STORE.  FRANCHISOR will cause all GJC STORES owned by it to

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make contributions to the Marketing Fund based on the contribution rate generally in effect at the time such GJC STORES most recently came under FRANCHISOR’s ownership.  FRANCHISEE understands that, due to differing forms of franchise agreements or otherwise, some GLORIA JEAN’S franchisees may have different Marketing Funds and/or other obligations than in this Agreement.

(2)           FRANCHISOR will have sole and absolute discretion over all matters relating to the Marketing Fund in any way, including (but not limited to) its management, all financial matters, expenditures, receipts and/or investments by the Marketing Fund, timing of expenditures, creative concepts, content, materials and endorsements for any marketing programs, together with the geographic, market, and media placement and allocation thereof.  The Marketing Fund may be used, in FRANCHISOR’s sole and absolute discretion, to (among other things) pay costs of preparing, producing, distributing and using marketing, advertising and other materials and programs; administering national, regional and other marketing programs, purchasing media, employing advertising, public relations and other agencies and firms; and supporting public relations, market research and other advertising and marketing activities, as well as any expenses associated with any Franchisee Advisory Council(s), if those Councils, and such expenses, are approved by FRANCHISOR.  A brief statement regarding the availability of information regarding the purchase of GLORIA JEAN’S franchises may be included in advertising and other items produced and/or distributed using the Marketing Fund.

(3)           FRANCHISOR may arrange for services, goods and otherwise, including (but not limited to) creative concepts, production, placement, purchase of media, legal, accounting and other services, to be provided to the Marketing Fund by itself, any of its affiliates and/or their employees or agents, including persons/entities who may be owned, operated, controlled by, and/or affiliated with, FRANCHISOR (such as an “in-house advertising agency”) or who may be independent.  FRANCHISOR may use the Marketing Fund to compensate and reimburse any of such persons/entities (including itself) as FRANCHISOR deems appropriate in its sole and absolute discretion (including payment of commissions) and to compensate itself and/or others for administrative and other services, materials, etc. rendered to the Marketing Fund, provided that any compensation to FRANCHISOR or any affiliate will not be unreasonable in amount.  While FRANCHISOR is not required to submit any proposed or other expenditures by (or any other matters relating to) the Marketing Fund for approval by any Franchisee Advisory Council, if FRANCHISOR does submit any matters for approval and approval is granted by a majority of such Franchisee Advisory Council, such approval will be final and binding on FRANCHISEE.

(4)           FRANCHISEE will participate in all advertising and public relations programs instituted by the Marketing Fund but will retain full freedom to set FRANCHISEE’s own prices, except that FRANCHISOR may specify maximum prices above which FRANCHISEE will not sell or otherwise provide any goods or services and FRANCHISEE will comply with all such maximum prices.  The Marketing Fund will, as available, furnish FRANCHISEE with marketing, advertising and promotional formats and sample materials and may charge the direct cost of producing them plus shipping and handling.  FRANCHISOR may use the Marketing Fund to pay the costs of advertising, advertising-related, marketing and/or public relations programs, services and/or materials with respect to locations, programs or

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concepts where products and/or services offered under the Name and/or Marks are to be offered in conjunction with products and/or services offered under other marks, including (but not limited to) any co-branding, dual franchising or other programs, and any other franchised or non-franchised alternative channel of distribution, whether or not controlled by FRANCHISOR.

(5)           The Marketing Fund will be accounted for separately from FRANCHISOR’s other funds (but may be commingled with FRANCHISOR’s other funds) and will not be used to defray any of FRANCHISOR’s general operating expenses, except for such salaries, administrative costs, overhead and other expenses as FRANCHISOR may reasonably incur in activities related to the Marketing Fund and its programs (including, without limitation, conducting market research, preparing advertising and marketing materials, insurance, legal costs and collecting and accounting for the Marketing Fund.)  FRANCHISOR may, in FRANCHISOR’s sole and absolute discretion, spend in any fiscal year an amount greater or less than the aggregate contributions to the Marketing Fund in that year and the Marketing Fund may borrow from FRANCHISOR or other lenders to cover deficits of the Marketing Fund or cause the Marketing Fund to invest any surplus for future use by the Marketing Fund.  FRANCHISEE authorizes FRANCHISOR to collect for remission to the Marketing Fund any advertising or promotional monies or credits offered by any supplier based upon purchases by FRANCHISEE or otherwise.  All interest earned on monies contributed to the Marketing Fund will be contributed to the Marketing Fund and will be used to pay costs before using the Marketing Fund’s other assets.  A statement of monies collected and costs incurred by the Marketing Fund will be prepared annually by FRANCHISOR and be furnished to FRANCHISEE upon written request.  FRANCHISOR may (but is not required to) have financial statements of the Marketing Fund audited and any costs in connection therewith will be paid by the Marketing Fund.  FRANCHISOR will have the right to cause the Marketing Fund to be incorporated or operated through an entity separate from FRANCHISOR as FRANCHISOR deems appropriate in its sole and absolute discretion, and such successor entity will have all rights and duties of FRANCHISOR relating to the Marketing Fund.

(6)           FRANCHISOR may (but is not required to) remit a portion of Marketing Fund contributions back to a franchisee on such terms and conditions as determined by FRANCHISOR including (but not limited to) reimbursement of local advertising expenditures made by a Franchisee and FRANCHISOR may waive and/or compromise claims for contributions to, and/or claims against or with respect to, the Marketing Fund in FRANCHISOR’s sole and absolute discretion, using the Marketing Fund to pay any such claims.  FRANCHISOR will have sole and absolute discretion as to whether or not FRANCHISOR takes legal or other action against any franchisee who is in default of his or her obligations with respect to the Marketing Fund (including obligations to make contributions) or otherwise and whether a franchisee may be allowed to make direct advertising expenditures in place of contributions to the Marketing Fund.

(7)           FRANCHISEE acknowledges and agrees that the Marketing Fund is generally intended to maximize general recognition of the Name and/or Marks and patronage of GJC STORES.  FRANCHISEE understands and acknowledges that the STORE may not benefit directly or in proportion to its contribution to the Marketing Fund from the development and placement of advertising and development of marketing materials. FRANCHISOR will have no

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obligation to cause other GJC STORES, licensees or outlets (some of which may be under different arrangements) to contribute to the Marketing Fund, any cooperative or engage in local marketing.  FRANCHISEE and FRANCHISOR, each having a mutual interest in, and agreeing on the critical practical business importance of, FRANCHISEE’s and FRANCHISOR’s relationship being governed solely by written instruments signed by the parties to be bound (and not having either FRANCHISEE or FRANCHISOR subject to the uncertainty and ambiguity inherent in the application of legal or other concepts not expressly agreed to in writing by FRANCHISEE and FRANCHISOR), agree that FRANCHISEE’s and FRANCHISOR’s rights and obligations with respect to the Marketing Fund and all related matters are governed solely by the express terms of this Agreement and that this Agreement (and the parties’ relationship and all rights and obligations with respect to the Marketing Fund) does not create a “trust,” “fiduciary relationship” or similar special arrangement.  FRANCHISOR may maintain Marketing Fund assets in one or more accounts designated as “trust accounts” (or similarly designated), for purposes of protecting such assets from claims of third-party creditors or otherwise, but such designation and/or treatment will not operate to create any “trust,” “fiduciary relationship” or similar special arrangement as to the Marketing Fund, its assets or otherwise.

C.                                    BY FRANCHISEE.

FRANCHISEE shall submit for prior approval by FRANCHISOR, any and all advertising and promotional materials prepared by FRANCHISEE for the STORE and FRANCHISEE shall not use any disapproved or unapproved advertising or promotional materials.  FRANCHISEE shall comply with any advertising requirements contained in its lease or sublease for the premises of the STORE.  All advertising and promotional materials used by FRANCHISEE must be completely factual, comply with all applicable laws and conform to the highest standards of ethical advertising and policies prescribed from time to time by FRANCHISOR.

FRANCHISEE shall list and advertise the STORE in the principal classified telephone directory distributed within its primary trading area, in such business classifications as FRANCHISOR prescribes from time to time, utilizing FRANCHISOR’s standard classified telephone directory advertisement at FRANCHISEE’s sole expense.  When more than one GJC STORE serves a metropolitan area, FRANCHISOR may require all such GJC STORES to be listed in the classified directory advertisement and FRANCHISEE shall pay an equal share of the cost thereof.

D.                                    WEBSITE.

FRANCHISEE specifically acknowledges and agrees that any Website (as defined below) shall be deemed “advertising” under this Agreement, and will be subject to (among other things) FRANCHISOR’s approval under Paragraph C of this Section.  (As used in this Agreement, the term “Website” means an interactive electronic document, contained in a network of computers linked by communications software that refers to the STORE, other GJC STORES or the Names and Marks.  The term Website includes, but is not limited to, Internet and World Wide Web home pages.)  In connection with any Website, FRANCHISEE agrees to the following:

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(1)           FRANCHISEE shall not establish a separate Website without the prior written consent of FRANCHISOR.  FRANCHISOR shall have the right, but not the obligation, to designate one or more web page(s) to describe FRANCHISEE and/or the STORE, such web page(s) to be located within FRANCHISOR’s Website;

(2)           If FRANCHISOR approves, in writing, a separate Website for FRANCHISEE, then each of the following provisions shall apply:

(a)           FRANCHISEE shall not establish or use the Website without FRANCHISOR’s prior written approval.

(b)           Before establishing the Website, FRANCHISEE shall submit to FRANCHISOR, for FRANCHISOR’s prior written approval, a sample of the proposed Website domain name, format, visible content (including, but not limited to, proposed screen shots), and non-visible content (including, but not limited to, meta tags) in the form and manner FRANCHISOR may reasonably require; and FRANCHISEE shall not use or modify such Website without FRANCHISOR’s prior written approval as to such proposed use or modification.

(c)           In addition to any other applicable requirements, FRANCHISEE shall comply with FRANCHISOR’s standards and specifications for Websites as prescribed by FRANCHISOR from time to time in the OPERATING MANUAL or otherwise in writing.

(d)           If required by FRANCHISOR, FRANCHISEE shall establish such hyperlinks to FRANCHISOR’s Website and others as FRANCHISOR may request in writing.

(e)