Franchise Agreement

I. Exclusive Franchise : Company hereby grants to Franchise an exclusive franchise to operate an onde-onde shop, with the use of the trade name ONDE MANDE PLISDE, at a specific location to be agreed upon and expressly agrees that no other franchise to operate in the area described as: RODEO DRIVE 4TH AVENUE Shall be granted s long as this agreement is in existence. The afore described area is in the proximity of the City of Beverly Hills, County of Hollywood, State of California. II.Term: the term of this agreement shall e for a period of twenty (20) years, commencing on 21st November 2007 terminates on 21st November 2027. III. Renewal: Provided that Franchisee has fully complied with of all the terms and condition of this agreement, he shall have the right to extend the term hereof for an additional five (5) year period. Should Franchisee desire to exercise the privilege of renewal, he shall give written notice to the Company at least ninety (90) days prior to the date of the original term. Failure to give such notice shall automatically cancel all rights and privileges granted to Franchisee hereunder. The Company shall give a written notice to Franchisee one hundred twenty (120) days before the twenty (20 year completion period of Franchise Agreement. IV. Initial Fee: the initial franchise fee which Franchisee agrees to pay to Company is the sum of Twenty Hundred ($ 22,000) Dollars and said sum shall be payable at the following times: a) Ten Thousand ($10,000) dollars in cash or certified check upon execution of Franchise Agreement ; b) Five Thousand ($5000) dollars in cash or certified check at 50% completion of the building; c) Five Thousand ($5000) dollars in cash or certified check upon completion of the building. V. Additional Fees: in addition to the initial Franchise fee to be paid hereunder, Franchisee agrees to pay the Company, a sum equal to six (6) percent of the monthly gross income of the shop, provided, however, that such amount shall not be less than Two Hundred ($200) dollars per month. This additional fee shall not apply to the income realized during the first sixty days after the opening of the shop, but shall commence on the first day after sixty days shall have elapsed, and said additional fees shall be payable on or before the 10th day of the month following the month in which said fees have accrued. VI. Additional Requirements: as part of the consideration for this franchise, Franchise agrees: a) To operate the shop only in complete accordance with the methods and procedures set forth, establish by, and as may be modified from time to time by the Company; b) To make available to Company or its dully appointed agent or agents at all reasonable times, for inspection only, Franchisees books and records;

c) To permit inspection of Franchisees operations and facilities at all reasonable times; d) To advertise and charge the rates recommended and established by Company, and to follow such charges in rates as may from time to time be recommended by Company; e) To submit regularly, and at such times as requested by Company, such forms and requested by the Company pertaining to the operation of the shop by franchisee; f) To maintain the shop and all of its facilities in a clean and sanitary condition at all times, to faithfully abide by all Federal, State and Municipal laws, regulations, statutes or ordinance, now in effect or which may hereafter be enacted governing or regulating in any manner the operation of onde-onde shop. g) To use only such interior and exterior equipment, signs, dcor or other materials as shall be prescribed by, furnished by or available from the Company unless deviation therefrom is authorized by the Company in writing; h) To maintain at all times complete insurance coverage as outlined by Company including liability and property damage insurance covering the premises in which the shop is operated and similar coverage on any vehicle owned, used or maintained for the onde-onde shop in minimum amount of $ 100,000/ $300,000/$25,000 which insurance shall be furnished by the Company at Franchisees expense (unless otherwise provided in writing by the Company). Said insurance policies shall name the Company as an additional insured and certificates of insurance shall be furnished to Company. Additionally, Franchisee agrees to hold harmless and to indemnify Company against any claims, demands, liabilities, action, suits or proceeding asserted by third parties and arising out of operation of Franchisees business; i) So long as Franchise is operating under ONDE MANDE PLISDE Franchise he shall not operate any other Onde-onde shop or shop not Franchised by ONDE MANDE PLISDE, INC. VII. Company Agrees: a) to furnish guidance and assistance to franchise in establishing, operating, and promoting franchisees ONDE MANDE PLISDE shop, with respect to the selection of a proper side, financing and construction of a building meeting the requirements and specification established by the Company; b) to furnish all equipment for the operation of the shop as itemzed on this attached Schedule A of this franchisee agreement; c) to furnish franchise assistance in he establishment of proper operational and accounting procedure, and advertising program design to aid in the successful operation of franchise ONDE MANDE PLISDE shop; d) to permit franchise, but at franchisees sole