1 FRANCHISE AGREEMENT THIS AGREEMENT IS EXECUTED AT DELHI ON THIS BETWEEN M/s.

Dixy Chicken India PVT LTD Reg No.U15114DL2006PTC146769/2005-2006 having its registered office at LB 2/2Manu Apartments, Mayur Vihar Phase 1 , New Delhi 110091 through Shri Rajat Pandhi, Managing Director, here in after referred to as the Franchisor, which expression, unless repugnant to the context or meaning thereof, shall mean and include its successors and assignees of the First Part; AND ----------------------------------------------------------------------------------------------------------------------hereinafter referred to as the Franchisee, which expression shall unless repugnant to the context or meaning thereof, mean and include its successors and assigns (in case of company)/its partners, their legal representatives, executors, nominees and assigns (in case the partnership firm)/its proprietor, his legal heirs, successors, executors, nominees and assigns (in case a proprietorship concern) of the Other Part; WHEREAS The Franchisor ,who have as a result of extensive research and practical business experience has developed a successful business of fast food takeaways and restaurants which is carried on under the name Dixy Euro (the Trade Name) AND WHEREAS DIXY CHICKEN INDIA PVT LTD has built up a substantial reputation and goodwill in the Trade Name which is associated with the highest standards of service. DIXY CHICKEN INDIA PVT LTD is the exclusive owner of all rights in the Trade Name AND WHEREAS DIXY CHICKEN INDIA PVT LTD has developed specialized products and specialized services to be used in and supplied by the said business AND WHEREAS The Franchisor has developed a format and operating system (the System) for the establishment operation and development of the said business and is the owner of confidential information relating thereto and in methods of conducting marketing and promoting the business (the Know-How) AND WHEREAS The Franchisee wishes to acquire from the Franchisor the right and licence to operate a franchise of the said business using the System, the Trade Name and the Know-How in accordance with the terms of this Agreement NOW, THEREFORE, THIS AGREEMENT WITNESSES AS UNDER: 1. DEFINITIONS In this Agreement where the context so admits the following expressions shall have the meanings set out below: Advertising Levy means 4% of the Gross Monthly Sales in first year 1, 3% in second year and 2% in subsequent years. Royalty Fee Means (Service Fees) 7% of the gross Monthly Sales The Business means the franchised business of a Dixy Euro Fast Food Restaurant operated and Conducted under this Agreement using the Trade Name, the Proprietary Marks and the System from the Premises Commencement Date means as set out in the Second Schedule PartI1 Consumables means supplies of cartons, packaging materials, menus, product ingredients and similar items used in the Business Equipment means those items contained in the Equipment Package and any other similar items to be purchased or leased by the Franchisee for the Business. Equipment Package means those items of the Equipment identified by category in the First Schedule and as may be specified in detail by the Franchisor as required for the operation of the Business once the Premises have been identified and approved Expiry Date means as set out in the Second Schedule Part II Financial Package means the initial stock of accounting sheets including sales/purchase day books and ledgers, cash books, PAYE records and weekly stock sheets supplied by the Franchisor and to be used by the Franchisee in the Business Franchisee means as defined above Franchisor as defined above Gross Monthly Sales means the gross takings of the Business arising directly or indirectly from the conduct of the Business during each month or part thereof that this Agreement is in force and shall include: (a) The value of all orders taken by the Franchisee (whether or not invoiced and whether or not such orders are recorded in the Franchisees books) in each month (b) The value (less the orders in respect of which sub clause (a) above applies) of all good sold and delivered or services performed by the Franchisee during each month whether or not invoiced. DAY OF 2011.

2 (c) The assumed gross takings of the Business in each month calculated for the purposes of any loss of profits insurance claim; but shall exclude (i) Value Added Tax (VAT) (ii) Any customer refunds or allowances Initial Fee means the sum specified in the Third Schedule Part II payable by the Franchisee pursuant to Clause 4.1 Know-How means as defined in the Recitals The Launch & Promotion Pack means such PR and advertising as the Franchisor shall consider adequate and provide to the Franchisee to launch the Business effectively The Lease means as defined in Clause 12 hereto The Manual means the operating manual of the Franchisor containing the Know-How and setting out the way in which the Franchisee shall operate the System and the Business as amended from time to time Month means an English calendar month The New Agreement means as defined in Clause 3 below Opening Date means three months from the date on which this Agreement is executed or such earlier date as the Franchisee opens the Premises for business Payment Date means (a) for the Initial Fee on or before the date hereof (b) for the Service Fee on the tenth (10th) day of each month (c) for the payment of marketing material, Stationery, equipment, consumables, products and other items purchased by the Franchisee from the Franchisor on a cash with order basis (d) for the Franchisors legal costs relating to the approval or acquisition of the Premises on delivery to it of the invoice therefore Premises means the premises in the Territory specified in Part 1 of the Fourth Schedule or such other premises as may be agreed in writing by the Franchisor Products means those specialized products developed by the Franchisor and described in the Manual from time to time Proprietary Marks means the trade marks details of which are set out in the Fifth Schedule hereto together with the trade names logos copyrights and design copyrights drawings plans and other identifying materials whether or not registered or capable of registration and all other proprietary rights whatsoever owned by or available to the Franchisor whether adopted or designated now or at any time hereafter by the Franchisor for use in connection with the System Services means those services undertaken by the Franchisee in the delivery of the Products to customers as are more particularly set out in the Manual Service Fee means a sum calculated as 7% of the Gross Monthly Sales in each month Shop Fascia means the shop fascia for the premises referred to in Clause 12.5 Shop Fascia Rental means the monthly rental of Rs 1100/-(One thousand one hundred )only payable by the Franchisee to the Franchisor for the loan of the Shop Fascia as provided for by clause 12 Stationery means all invoices, business cards, documents, letter-headings, stationery and other documents to be used by the Franchisee for the purposes of the Business Stock means the stock of the Products and Consumables held by the Franchisee from time to time The System means as defined in the Recitals Telephone Numbers means as defined in clause 9 below Territory means the geographical area set out in Part II of the Fourth Schedule Trade Name means as defined in the Recitals Vehicle means any commercial vehicle used by the Franchisee in the Business Works means as defined in clause 5.9 Except where the context otherwise requires words denoting the singular include the plural and vice versa words denoting any gender includes all genders words denoting persons include firms corporations and vice versa and in the case of partnerships words denoting the Franchisee shall apply to each of the partners of the partnership 2. FRANCHISE RIGHTS AND TERM: In consideration of the payment of the Initial Fee and the Service Fee by the Franchisee to the Franchisor on the Payment Dates and subject to and in accordance with the conditions herein contained 2.1 The Franchisor grants to the Franchisee the right: (a) To operate the Business using the System and the Know-How under the Trade Name and the Proprietary Marks and (b) To use the Stationery and all other material emanating from the Franchisor which is the subject of copyright and (c) To sell the Products and provide the services from the Premises within the Territory 2.2 The Franchisor will not licence any person other than the Franchisee to operate the Business under the Trade Name or using the Proprietary Marks in the Territory, during the period of this agreement 2.3 That only one Authorized person on behalf of the Franchisee shall have the right to communicate with the Franchisor. 2.4 That after the commencement of business Franchisee shall nominate one person who would be entitled to make correspondence with the Franchisor.

3 2.5 This Agreement shall commence on the Commencement Date and continue in force thereafter unless or until determined in accordance with its terms for an initial period of ten years and subject to the Franchisees right to the grant of a new franchise agreement contained in the next following clause. 3. RIGHTS OF RENEWAL: The Franchisor shall have the right to grant a new franchise agreement (the New Agreement) at the expiry of the term subject to the following conditions: 3.1 The Franchisee shall by notice in writing to the Franchisor, give not more than six months nor less than three months before the expiry of the term, require the grant of the New Agreement 3.2 The Franchisor shall grant the New Agreement for a further period of not less than five years or, if the Franchisor has granted the Franchisee a lease or a sub-lease of the Premises, for a term of ten years or such period as is equal to the Franchisors reversionary leasehold interest in the Premises whichever is the shorter provided that prior to entering into the New Agreement: (a) There are no outstanding material breaches of this Agreement or no circumstances existing which would entitle the Franchisor to terminate this Agreement (b) The Franchisee has performed its obligations under this Agreement to the reasonable satisfaction of the Franchisor (c) The Franchisee shall at its expense and within the time prescribed by the Franchisor refurbish the Premises and the fixtures and fittings and renew the Equipment and Vehicle to the extent that the Franchisor shall reasonably deem to be necessary to bring them up to its then current standards (d) The Franchisee, if so required by the Franchisor, shall have relinquished in such form as the Franchisor may require all claims against the Franchisor or any third party associated with the Franchisor (e) The Franchisee and any person employed by or concerned with the Franchisee specified by the Franchisor shall have completed at the Franchisees expense such re-training or refresher training at such time and such place as the Franchisor may require (f) The Franchisors legal costs relating to the grant of the New Agreement are payable at the time of the signing of this agreement (g) Provided that if after the service of the notice referred to in sub-clause 3.1 (c) above and prior to the execution of the New Agreement the Franchisee shall fail to carry out the refurbishment and renewal works referred to in sub-clause 3.2 (c) or shall commit a breach of this Agreement such as to justify its termination the Franchisor shall not be obliged to grant the New Agreement pursuant to this clause. 3.3 The New Agreement shall be upon the terms of the Franchisors then current standard form of franchise agreement, which will contain a right of renewal as contained in this clause, provided however, that the Franchisee will not be under any obligation to pay any sum expressed to be payable by way of initial fee and the Franchisor shall be under no obligation to perform any of the obligations set out in Clauses 5 and 6 or other obligations appropriate to the establishment of a new franchise 4. FEES 4.1 The Franchisee shall pay to the Franchisor on or before the Payment Dates: (a) The Initial Fee of Rs Ten lakhs only (Rs10, 00, 000/-) (b) The Service Fees and the Advertising Fees and in accordance with the provisions set are below: Service fees -7% of Gross monthly Sales Advt fees -4% of the Gross Monthly Sales in first year, 3% in second year and 2% in subsequent years. (i) On or before the seventh (7th) day of each month during the Term the Franchisee shall supply to the Franchisor full particulars of the Gross Monthly Sales for the previous month together with the calculation of the Service Fees and the Advertising Levy and payment therefore and (ii) Upon receipt of such information the Franchisor will issue an invoice to the Franchisee to the value of the Service Fees and the Advertising Levy. (iii) the Franchisee shall ensure that the payments of the Service Fees and the Advertising Levy are cleared by ECS System with your Bankers or posted by registered post A.D mail to the Franchisors payment address specified in the Manual on the Payment Date or retained for collection by a representative of the Franchisor on the Payment Date or remitted directly to the Franchisors bank account as directed by the Franchisor or specified in the Manual (c) The legal costs incurred by the Franchisor in relation to the approval and acquisition of the Premises (d) The cost of all Products, Consumables, marketing material Stationery and equipment and for all other items purchased by the Franchisee from the Franchisor or services provided by the Franchisor. (e) The Shop Fascia rental annually within 30 days of receipt of the Franchisors invoice for the same 4.2 The Franchisee agrees to utilize not more than two (2) bank accounts for the operation of the business one of which shall be a deposit and the other a current account shall provide full written details of such accounts to the Franchisor for its approval 4.3 The Franchisee shall co-operate fully and comply with any system implemented by the Franchisor for the transfer of funds directly from the Franchisees bank account to the bank account of the Franchisor including the execution of any direct debit mandate or other pre-authorised payment forms required by the Franchisees bankers

4 4.4 Without prejudice to any other rights enjoyed by the Franchisor in the event of any default in the payment of any sum which may be due from the Franchisee to the Franchisor the Franchisee shall pay to the Franchisor interest at the rate of two per cent (2%) per month calculated on a day to day basis on the amount of any sums due but not paid. 5. THE FRANCHISORS INITIAL OBLIGATIONS: The Franchisor shall provide or make available to the Franchisee before The Opening Date the following: 5.1 Manual: One copy of the Manual setting out details of the System for use exclusively by the Franchisee and its staff on loan for the term of this Agreement subject to the Franchisees successful completion of the Training specified in Clause 6 below. The copyright in the manual of the Franchisor shall at all times remain the property of the Franchisor. The Franchisor shall ensure that the Manual shall be kept up to date with any alterations and/or improvements in or to the operation of the Business. 5.2 Equipment: Full details of the Equipment Package tailored to the Premises and the items comprised therein subject to it or its recommended suppliers receiving payment from the Franchisee of the costs thereof 5.3 Stationery: At no cost to the Franchisee as part of the Franchise Package such items of Stationery as the Franchisor shall reasonably consider will be necessary for the first months trading 5.4 Stock: Advice and assistance in relation to the preparation and supply of an initial stock package of the Products and Consumables relating thereto tailor-made to the requirements of the Franchise such stock package which is to be included in the Franchise Package and paid for by the Initial Fee shall be sufficient to enable the Franchisee to commence trading on the Opening Date 5.5 Financial Package: Such items at no charge to the Franchisee of the Financial Package as the Franchisor shall reasonably consider will be necessary for the first months trading by the Franchisee 5.6 Launch and Promotion Pack: The Launch and Promotion Pack in consideration for the payment by the Franchisee of the Initial Fee 5.7 Shop Fascia: A shop fascia for the Premises on loan and subject to the terms of Clause 12 below 5.8 Fitting out Assistance: The use on loan of standard plans drawings and specifications of a Dixy Euro Restaurant or (at the Franchisors discretion) the preparation of interior layout and design plans and specifications for that purpose in sufficient detail so as to accompany any application to secure appropriate planning permission and permit contractors to estimate for and carry out the necessary works of building decoration and improvement (the Works) subject to the payment in advance by the Franchisee of the Franchisors then current design fee. The said design fee shall include payment for the Franchisors negotiation, supervision and approval of the Works save that the Franchisors obligations under this clause shall not extend to the preparation of structural or renovation drawings if required (whether for building regulation approval or for any other purpose) in which event such drawings will be prepared by a Architect instructed by the Franchisee at the Franchisees expense and shall be approved by the Franchisor 5.9 Price Negotiation: The negotiation of a price for the Works with a building contractor nominated or approved by the Franchisor and employed by the Franchisee. The Franchisee shall ensure that the said building contractor shall carry out the Works strictly in accordance with the plans and specifications prepared by the Franchisor and/or any architect appointed by the Franchisee and to the entire satisfaction of the Franchisor 5.10 General supervision: The general supervision of the Works not including the day to day or immediate supervision which will be provided by the Franchisees architect or surveyor subject always to payment by the Franchisee of the Franchisors agreed inspection fee. The Franchisee shall not be permitted to open the Premises for business until the Franchisor shall have approved the completed Works in writing. 5.11 Staff selection: Consultation with and advice to the Franchisee with regard to the purchase of materials and the selection training and supervision of staff 6. TRAINING: 6.1 The Franchisor shall provide the initial Managers/supervisors on loan at the agreed stipulated rates to the Franchisee. They will teach the staff/employees and will exercise full control of the Franchisee in the operation of the System and in all aspects of the Business. Such training and authority will cover, inter alia, cooking procedures, the effective operation of the Business, health & safety requirements and customer care 6.2 If the Franchisor reasonably believes that if any employee does not meet the Franchisors minimum standards at any time during the initial training referred to above the Franchisor shall inform such employee accordingly. The Franchisee shall then use his best endeavours to appoint a replacement and such replacement shall undertake the initial training at the cost of the Franchisee. If the Franchisee fails to appoint a replacement

5 within such reasonable period as the Franchisor may specify or if the replacement fails to meet the Franchisors minimum standards the Franchisor shall have the right upon notice in writing forthwith to terminate this Agreement. 6.3 The Franchisee shall submit all those of its employees as are designated by the Franchisor for training prior to the Opening Date 6.4 The Franchisor shall have the right to require the Franchisees employees to attend for further training courses at any time during the term of this Agreement if it reasonably considers that such further training is necessary 6.5 The Franchisee shall upon taking on an employee at a level where training is normally provided immediately inform the Franchisor thereof 6.6 All training referred to in this Clause (save for the initial training referred to in Clause 6.1 shall be provided free of charge) shall be provided at the Franchisors standard rate payable by the Franchisee and in all cases (including the initial training) the Franchisee shall be liable for traveling and living expenses and salaries of those attending 6.7 The time and place of any such training shall be at the absolute discretion of the Franchisor but the Franchisor shall reasonably try to accommodate the Franchisees reasonable requirements 6.8 The Franchisee shall establish and maintain initial and continuing training programmes for its staff in accordance with the requirements contained in the Manual 7. FRANCHISORS CONTINUING OBLIGATIONS: The Franchisor shall subject to compliance by the Franchisee with the terms of this Agreement at all times throughout the term of the Agreement: 7.1 Permit the Franchisee to carry on the Business under the Trade Name 7.2 Promptly make available to the Franchisee members of the Franchisors staff for on-site advice in connection with the System when in the Franchisors opinion this is required, subject to the reimbursement of the Franchisors standard charge 7.3 Subject to the provision by the Franchisee of such information as the Franchisor may require so as to enable the Franchisor to monitor the performance of the Business provide the Franchisee with advice and guidance on all aspects of the Business including finance, management, operational and promotional matters and to provide reasonable problem solving facilities to the Franchisee so as to enable the Franchisee to operate the Business efficiently 7.4 Make available to the Franchisee, at cost, services for the selection of appropriately trained and qualified staff for engagement in the Business 7.5 Make available to the Franchisee and its employees at the Franchisors standard rate, the Stationery and the Financial Package for use by the Franchisee in the Business 7.6 Provide to the Franchisee, at the Franchisors standard rate, the Stationery and the Financial Package for use by the Franchisee in the Business 7.7 Procure or itself provide to the Franchisee the Products, Consumables, services and equipment described in the Manual on the terms specified in the Manual and if such products, services and equipment are obtained from third parties to use its reasonable endeavors to obtain the most favourable rates for furnishing such supplies 7.8 At its discretion organize and convene an annual conference of its franchisees the Franchisee bearing the proportional cost of the same and the cost of any travel and subsistence expenses incurred in attending such meetings 7.9 Update the Manual and continue its research and development so as continually to improve the System 7.10 Make available to the Franchisee all items and services which the Franchisor makes available to its other franchisees 7.11 Provide marketing and promotional advice to the Franchisee to enable it to develop a programme for the local promotion of the Business 7.12 Make available to the Franchisee at the Franchisees expense point of sale material artwork and other promotional material 7.13 Carry out regular quality inspections so as to ensure the maintenance of the highest standards of quality associated with the Trade Name 7.14 Upon registration of the Trade Name or any of the Proprietary Marks as a trade mark procure the right for the Franchisee to use the same under a trademark licence to such extent as may be necessary at law 7.15 Improve and develop the System and provide such further training or on-site assistance and advice to the Franchisee and other persons engaged in the conduct of the Business as may from time to time appear to the Franchisor to be necessary in the light of such improvements or developments 7.16 At its discretion establish a web site for the promotion of its own business and those of the Dixy Chicken India Pvt Ltd network of franchised outlets 8. THE FRANCHISEES OBLIGATIONS: In order to maintain the highest standards of service to be provided by the Franchisee and the Franchisors other franchisees the Franchisee shall during the term of this Agreement. 8.1Immediate Obligations:

6 At the time of signing of this agreement, the Franchisee shall provide to the Franchisor a bank guarantee of Rs. 1 lakhs towards the adherence to the fulfillment of this agreement. At its expense if so required by the Franchisor, concurrently with or immediately following the execution of this Agreement (or ant any time thereafter) enter into a Trade Mark Licence in such form as the Franchisor shall reasonably require for the purposes of registering the Franchisee as a licensed user of those registered trade marks forming part of the Proprietary Marks. 8.2 Supplies: (a) Use in the Business only the approved equipment, the Financial Package and the Stationery and no other similar equipment, financial package or stationery unless the Franchisors prior written approval has been obtained (b) Obtain its supplies of the Products, Consumables and those other products and services specified in the Manual only from the Franchisor or such other person as has been previously approved in writing by the Franchisor 8.3(a) Ensure that adequate finance is available to the Franchisee to enable the Franchisee fully to develop the Business in accordance with this Agreement (b) Carry on the Business to the highest standards of service (c) Use its best endeavours to promote and extend and develop the Business within the Territory and procure the greatest volume of turnover consistent with the provision of a high quality service to customers (d) Not do anything which may bring the Business into disrepute or may have a detrimental effect on the Business or the System or the interests of the Franchisor or its other franchisees (e) Comply with all statutes, byelaws and other legal requirements relating to the Business and obtain (and maintain) all licences, consents and approvals (if any) that may be required (f) Permit the Franchisor and any person authorized by the Franchisor to enter, during normal business hours, upon the Premises or elsewhere to inspect the same and take copies of any item on the Premises (h) Access to staff and customers - To permit the Franchisor and/or its agent without any further or other authority or notice, to speak to customers and the Franchisees staff about the Services being provided by the Franchisee; (g) Comply strictly in all respects with the Manual as the same may be amended from time to time (h) Only use such signs, display materials, promotional literature, equipment and other items in connection with the Business as shall be approved in writing by the Franchisor and on receiving a request in writing from the Franchisor immediately desist from the use or display of any signs, materials or objects 8.4Restrictions: (a) Not engage in or be involved, directly or indirectly in any business which competes with the Business (b) Not, without the previous written consent of the Franchisor, such consent not to be unreasonably withheld, engage in or be involved in any business other than the Business (c) Not itself engage in the Business outside the Territory (d) Not make use of, other than exclusively for the purposes of the Business, any information relating to the Business, the System, the contents of the Manual the business of the Franchisor or its other franchisees or any other confidential information supplied by or on behalf of the Franchisor and ensure that none of its employees make use of such information other than for such purpose (e) Only use the Trade Name and the Proprietary Marks in connection with the Business and not, without the Franchisors prior written consent, register any company name or trade mark or domain name incorporating any part of the Trade Name or Proprietary Marks or part thereof of any similar sounding name 8.5Trading: (a) Provide potential franchisees, at the request of the Franchisor with such information concerning the Business as such prospective franchisees may reasonably require and at all times be courteous and co-operative to such prospective franchisees (b) Accept in the Business such charge and credit cards, as are set out in the Manual (c) Continuously operate the Business upon such days and between such hours as the Franchisor shall specify (d) Pay all suppliers of goods and services sold or provided to the Franchisee in accordance with their terms of payment (e) Maintain sufficient stocks of Products and Consumables and employ sufficient staff to meet all likely demand from the customers of the Business (f) Promptly replace or refund the cost of any Product supplied by the Franchisee which does not conform to the high standards required by the System (g) Consult with the Franchisor as to the prices to be charged in the Business and refrain from charging in excess of any maximum charges specified by the Franchisor and not enter into any arrangement with any other franchisee concerning the prices to be charged in the Business (h) Sell or provide only the Products and Services as may be described from time to time in the Manual upon the terms and conditions therein set out 8.6Confidentiality:

7 (a) Procure from any manager and such other senior staff as the Franchisor may from time to time require an undertaking in the form annexed hereto as Annexure I not to use or disclose to any third party any information or knowledge concerning the business of the Franchisor the Business the System or the Know-How which may be communicated to such senior member of staff manager or other employee pursuant to the discharge of his obligations to the Franchisee. The Franchisee shall take such steps at its own expense as the Franchisor may reasonably require enforcing the said Undertaking, and/or restraining any breach of its terms (b) Itself keep and procure that its employees shall keep confidential at all times and shall not itself and shall procure that no other person shall misuse or disclose to any person save as required for the purposes of the Business or upon the instruction of the Franchisor or any other proper authority: (i) The contents of the Manual and any other information emanating from the Franchisor (ii) Any information regarding the suppliers of the Business (iii) Any information regarding other franchisees of the Franchisor in relation to the operation of the Business the System or otherwise unless such information has entered the public domain otherwise than by breach of this Agreement 9. TELEPHONE NUMBERS: 9.1 The Franchisee shall inform the Franchisor before the Opening date of all telephone numbers which it proposes to use in connection with the Business (the Telephone Numbers) and shall immediately upon receiving a request by the Franchisor execute and forward to the Franchisor an undated instruction in such form as the Franchisor shall reasonably require transferring the Telephone Numbers to the Franchisor 9.2 The Franchisee shall not subscribe, whether itself or through a nominee, for telephone numbers other than the Telephone Numbers referred to in sub-clause 9.1 above for the purposes of the Business, unless the Franchisor shall have been previously informed in writing, and the Franchisee or its nominee shall if so requested by the Franchisor execute an undated instruction relating to the further telephone numbers 9.3 The Franchisor shall make use of the undated instructions referred to in sub-clauses 9.1 and 9.2 above save in the event of the termination or expiry of this Agreement 9.4 The Franchisee shall throughout the term of this Agreement use the Telephone Numbers exclusively for the Business and for no other Business 10. ACCOUNTING RECORDS: The Franchisee shall: 10.1 Maintain accurate records of the Gross Monthly Sales made up to the close of business on the last working day of each month, and shall prepare in the form set out in the Manual a monthly financial statement and shall submit the same to the Franchisor on or before each Payment Date 10.2 Furnish to the Franchisor all such other accounting and management information as may be set out in the Manual from time to time and any other information which the Franchisor may from time to time reasonably require 10.3 Maintain in a form set out in the Manual accurate books of account and all supporting accounting records including all invoices, credit notes, statements and delivery notes and shall permit the Franchisor or its duly authorized agents during business hours to inspect any such accounts and records and to take copies thereof at the expense of the Franchisor 10.4 At the Franchisees expenses, have prepared, within thirty days after the end of each financial year with an audited certificate as to the Franchisees gross turnover during such period calculated in accordance with this Agreement; and provide a copy of the same to the Franchisor. 10.5 At the Franchisees expense, within ninety days after the end of each accounting year have prepared a certified copy of the audited profit and loss accounts and balance sheet of the Franchisees Business and such other accounting and financial information relating to it as may reasonably be required by the Franchisor and provide a copy of the same to the Franchisor. 10.6 Preserve all such accounts and records of the Business for not less than six years notwithstanding the expiry or termination of this Agreement 10.7 Provide to the Franchisor any certificates etc. set out in (10.4) and (10.5) above which shall be prepared after the termination of this Agreement but which shall relate to any financial period of the Franchisee which falls in whole or in part within the period of this Agreement. 10.8 Permit the Franchisor, its auditor or authorized representative or accountants nominated by the Franchisor at the expense of the Franchisee to undertake such audits and inspection of the books of account and all supporting documentation of the Franchisee relating to the Franchisees Business at any time in respect of the whole or any part of the period of this Agreement and within six months after the receipt by the Franchisor of the audited accounts for the year or other period of this Agreement up to the termination or surrender of this Agreement or sale or transmission of the Franchisees Business to a new Franchisee as the Franchisor may consider appropriate on reasonable notice during normal business hours. If the audit (or any other periodic inspection not being a full audit) shows that the accounting of the Franchisee as to the calculation of the payments due under this agreement, and/or any other financial matter is incorrect, the Franchisee undertakes promptly to rectify the defect in the amount accounted for and/or the accounting system defect as the case may be. If such audits or checks reveal a discrepancy of more than 2% the financial information supplied to the Franchisor in respect of which the Service Fee is calculated, the Franchisee shall reimburse the Franchisors costs in relation to such checks and audits

8 10.9 Prior to or immediately upon the execution of this Agreement register with the Income and Sales Tax Authorities and maintained such registration throughout the term and submit to the Franchisor copies of all Tax Returns as and when they are submitted to tax authorities. 11. INSURANCE: 11.1 The Franchisee shall pay for and maintain with a reputable insurance company to be approved by the Franchisor an all risks insurance policy subject to such minimum sums insured and other conditions as may be set out in the Manual relating to but not limited to the following: (a) liability in respect of employees and third parties including death of or injury to any customer or any other person or damage to any motor vehicle used by the Franchisee (b) damage or destruction to the Premises, Products or the Equipment including product liability howsoever arising, negligence or other acts or omission by the Franchisee or any person for whom the Franchisee is responsible (c) Loss of profits (d) Such other insurance as may be specified in the Manual 11.2 The Franchisors interest shall be noted on such policy which shall stipulatethat the Franchisor is to receive not less than thirty days notice of cancellation. The Franchisee shall forward to the Franchisor a photocopy of such insurance policy and all renewals. The Franchisee will provide to each insurer full and complete information relevant to or which may be required in respect of any insurance policy and, ensure that it does nothing which in any way invalidates it. 11.3 The Franchisee shall promptly pay all premiums required to be paid under the said insurance policy and shall immediately furnish to the Franchisor proof of such payment 12. PREMISES: 12.1 The Franchisee shall within two months from the date hereof locate suitable premises for use in the Business as the Premises and shall submit full particulars of the same to the Franchisor for its approval being all such information as the Franchisor shall reasonably require together with a copy of the new or existing lease or other document under which the proposed premises will be held (the Lease). The Franchisee shall be obliged to complete the acquisition and fitting out of the Premises no later than the Opening date following the Franchisor approving the same and upon such acquisition details of the Premises will be noted in the Fourth Schedule hereto 12.2 The Franchisee agrees not to execute any lease or other document committing it to take up the proposed premises until the Franchisor (by itself or its solicitors) has approved the same in accordance with its standard procedures 12.3 In determining whether to approve or disapprove any proposed premises the Franchisor will consider such factors as it deems relevant. It shall have the absolute right at its sole discretion to refuse approval for proposed premises which it does not deem suitable for the franchise and will have no liability whatsoever to the Franchisee or any third party for disapproving such premises 12.4 The Franchisee agrees that the Lease shall be in a form and substance satisfactory to the Franchisor and shall if the Franchisor so requires: (a) Provide for notice to be given to the Franchisor of any default by the Franchisee under the same and an opportunity for the Franchisee to cure such default (b) Provide the Franchisor with the right upon any termination or expiry (without the grant of a successor franchise) of this Agreement to assume the Lease (by itself or its nominee) without the lessors or sub-lessors consent (c) Include an acknowledgement by the lessor and/or sub-lessor that the Franchisor has no liability or obligation whatsoever under the Lease until and unless it assumes the Lease upon termination or expiry of this Agreement (d) In the case of a new lease (if the Franchisor so requires) the terms and conditions as set out in Part II of the Fourth Schedule hereto 12.5 The Franchisee acknowledges that the Franchisors approval of the Lease does not constitute a warranty or representation of any kind expresses or implied as to its fairness or suitability or as to the Franchisees ability to comply with its terms. The Franchisor does not by virtue of approving the Lease assume any liability or responsibility to the Franchisee or to any third parties 12.6 The Franchisee agrees to deliver a copy of the fully signed Lease to Franchisor within five (5) days after its execution 12.7 The Franchisee shall be responsible for the reasonable legal costs incurred by the Franchisor in reviewing and/or negotiating the terms of the lease or otherwise arising in connection with the acquisition of the Premises by the Franchisee and the preparation and execution of the Deed of Option referred to above 12.8 The Franchisee shall not sublet or otherwise part with possession of the whole or any part of the Premises without the prior consent in writing of the Franchisor which consent the Franchisor shall be entitled to withhold at its sole discretion 12.9 The Franchisee shall fit out equip and undertake such conversion works to the Premises as may be specified by the Franchisor to the standard required by it and in accordance with its obligations under clause 5.9 above 12.10 The Franchisee agrees that throughout the term of this Agreement in order to maintain the highest standards in the Business it will

9 (a) Operate the Business only from the Premises, maintain the same in good condition and comply strictly with the terms of the Lease and with the Franchisors requirements for regular repainting and redecoration to a high standard as set out in the Manual (b) At all times keep the Premises in a clean and tidy condition and uphold the highest standards of hygiene in food preparation presentation and storage as are a necessary and important part of the System and as is more particularly set out in the Manual (c) At all times use the Equipment and all other equipment and the fixtures and fittings and furnishings at the Premises solely in connection with the Business and keep the same in good efficient and proper working order and replace such items as and when necessary and in any event when required to do so by the Franchisor acting reasonably (d) Not alter or convert the Premises in any way nor erect any new building of any kind thereon nor install at the Premises any fixtures or equipment (whether by way of substitution or addition) and not erect any sign or display without in every such case obtaining the prior consent in writing of the Franchisor. Any such alteration erection and installation shall be carried out only in accordance with plans drawings and specifications previously submitted to and approved by the Franchisor (e) Not sublet or otherwise part with possession of the whole or any part of the Premises without the prior consent in writing of the Franchisor which consent the Franchisor shall be entitled to withhold at its sole discretion (f) If by reason of any change in or variation to or improvement of the System or any part thereof additional or different equipment fixtures fittings or signage are required for use by the Franchisee in the Business the Franchisee shall acquire and install for use such items within such reasonable period of time as may be specified by the Franchisor (g) Display such notices, subject to any necessary planning or byelaw consents, in such manner and upon such part or parts of the Premises as the Franchisor may direct and including a sign or signs bearing the following words (or such other similar words as may from time to time be specified by the Franchisor) a Dixy Euro Franchise owned and operated under licence by followed by the name of the Franchisee 12.11 Concurrent with the fitting out of the Premises the Franchisor will provide to the Franchisee on loan for the duration of the Franchise Agreement and subject to the payment by the Franchisee of the Shop Fascia Rental an appropriately designed shop fascia bearing the Trade Name and the Franchisee shall throughout the term:(a) Keep the Shop Fascia in good and serviceable repair and condition (fair wear and tear excepted) (b) Retain the said Shop Fascia at all times in the possession and control of the Franchisee and not remove the same without the prior consent in writing of the Franchisor (c) Keep the said Shop Fascia insured from the date of its delivery and throughout the Term of the Franchise Agreement against loss or damage to the full replacement value thereof with an insurance company first approved by the Franchisor (d) Ensure that the said Shop Fascia shall be capable of being removed without material injury to the land or building and that all such steps shall be taken as are necessary to prevent title to the Shop Fascia from passing to the owner of the said land or building 12.12 The Franchisee shall not sell, assign, sub-let, pledge, mortgage, charge, encumber part with possession of or otherwise deal with the said Shop Fascia or any interest therein, nor create or allow to be created any lien on the same 12.13 The Shop Fascia shall remain at all time the property of the Franchisor and shall continue in the ownership of the Franchisor notwithstanding that the same may have been affixed to any land or building. The Franchisee shall be responsible for any damage caused to any such land or building by the affixing of the Shop Fascia thereto or the removal of the Shop Fascia therefrom (whether such affixing or removal be effected by the Franchisor or the Franchisee) and shall indemnify the Franchisor against any claim made in respect of such damage 12.14 Upon termination of this Agreement for whatever reason the Franchisor shall be entitled without prior notice to recover the Shop Fascia and to remove the same from the Premises 12.15 Upon the termination of this Agreement the Franchisee shall, if required by the Franchisor, deliver up the Shop Fascia to the Franchisor at the address of the Franchisor stated above or at such other address as the Franchisor may specify, or if not so required shall hold the Shop Fascia available for collection by the Franchisor or its agents and the Franchisor or its agents may without notice retake possession of the Shop Fascia and may for that purpose enter upon the land and buildings on or in which they are believed by the Franchisor or its agents to be situated and if the Shop Fascia or any part thereof is affixed to land or buildings the Franchisor shall be entitled to sever the same therefrom and to remove the Shop Fascia or part thereof so severed and the Franchisee shall be responsible for all damages caused to the land or buildings by such removal 13. STAFFING ON THE PREMISES: The Franchisee shall: 13.1 Be responsible for ensuring that adequate staff levels are maintained at all times and in particular not less than the minimum number of suitably qualified persons specified in the Manual is available at the Premises during Opening Hours.

10 13.2 Ensure that all employees wear such uniforms as the Franchisor shall reasonably require and that they are maintained repaired and cleaned regularly 13.3 obtain a signed contract of service from all senior employees of the Franchisee which have been specified by the Franchisor in such form as is approved by the Franchisor prior to their employment and shall not disclose confidential information supplied by the Franchisor to any persons other than those who have previously signed such a contract of service 13.4 Ensure that all personnel employed in the Business shall at all times have a neat and clean appearance, render competent, sober and courteous service to customers and comply with any and all directions of the Franchisor relating to dress, appearance and demeanor 13.5 procure that the employees nominated by the Franchisor shall attend such further periods of training as may from time to time be required by the Franchisor and bear any travel and subsistence expenses and the salaries of such persons 14. MARKETING: 14.1 The Franchisee shall itself undertake such local marketing and promotional activity within the Territory and from the Premises as shall be approved and/or reasonably required by the Franchisor 14.2 The Franchisor shall pay such amounts of Advertising Levy as it shall receive from the Franchisee and its other franchisees into a separate bank account and shall expend such sums in advertising and promoting the Franchisors business the Business and the businesses of its other franchisees as it thinks fit and shall be entitled to apportion an amount not exceeding twenty per cent (20%) of such monies to pay for the costs incurred by it in administering the same. If at any time the Franchisor expends monies in excess of those standing to the credit of the said account then such excess expenditure may be set off against subsequent monies paid into the said account 14.3 The advertising and marketing account referred to in sub-clause 14.2 above shall be audited and certified annually by the Franchisors auditors and the Franchisor shall if so requested by the Franchisee provide to the Franchisee a copy of the auditors certificates within three months of the date to which it is prepared, the costs of such audit shall be deductible from the said account 14.4 The Franchisee will not publish or distribute any advertising or promotional material unless it has been approved in writing by the Franchisor. The Franchisee will immediately cease the use of any advertising or promotional material upon receipt of a request from the Franchisor so to do 14.5 The Franchisee shall prominently display and distribute point of sale marketing material supplied to it at a standard charge by the Franchisor 14.6 The Franchisee will participate in and comply with the terms of any special marketing material supplied to it at a standard charge by the Franchisor 14.7 Where one or more franchisees of the Franchisor are served by the same local telephone and trade directories the Franchisor shall have the right to require group listings therein and to act as agent for the Franchisee and make direct arrangements with the publishers with regard thereto and to allocate an equitable part of the costs thereof to the Franchisee 15. TRADE MARKS: 15.1 The Franchisor warrants that it is entitled to licence the use of the Trade Name and the Proprietary Marks by the Franchisee in accordance with the terms of this Agreement and that such use will not constitute an infringement of the rights of any third party and will indemnify the Franchisor against and reimburse the Franchisee for all damages arising out of the use of any of the Proprietary Marks in compliance with this Agreement and for all costs reasonably incurred by the Franchisee in defense of any such claim brought against it or in any such proceedings in which it is named as a party to a maximum aggregate amount equal to the Initial Fee paid by the Franchisee hereunder 15.2 The Franchisee shall render to the Franchisor all reasonable assistance to enable the Franchisor to obtain registration of those unregistered trademarks comprising the Proprietary Marks. In no circumstances will the Franchisee apply for registration as a proprietor of any of the said trademarks unless so requested by the Franchisor 15.3 The Franchisee acknowledges that the goodwill and all other rights in and associated with the Trade Name and the Proprietary Marks vest absolutely in the Franchisor and that all such rights will at all times hereafter and for all purposes remain vested in the Franchisor and in the event that any such rights at any time accrue to the Franchisee the Franchisee will at its own expense forthwith on demand do all such acts and things and execute all such documents as the Franchisor shall deem necessary to vest such rights absolutely in the Franchisor 15.4 If the Franchisor obtains registration of any trade mark for use in the Business after the date of this Agreement the Franchisee shall have such rights to such trade marks as if they had been included in the Schedule to the Agreement at the date hereof and where the context so allows all references in this Agreement to trade marks shall be deemed to include a reference to such further marks 15.5 The Franchisee will immediately notify the Franchisor of all circumstances coming to the attention of the Franchisee, its directors or employees which may constitute an infringement of any of the registered trade marks forming part of the Proprietary Marks or may constitute passing off in respect of the Trade Name and/or any unregistered trade mark and shall take such reasonable action as the Franchisor may direct at the expense of the Franchisor in the protection of the Proprietary Marks and the Trade Name 16. IMPROVEMENTS:

11 16.1 The Franchisee shall without delay introduce any improvement or modification to the System into the Business at the time and in the manner specified by the Franchisor in writing 16.2 The Franchisee shall notify the Franchisor of any improvement or modification of or to the System which may be beneficial to the operation of the Business and the Franchisor may introduce any improvement or modification without any obligation to make any payment to the Franchisee 16.3 The Franchisee shall not itself introduce any improvement or modification of or to the System or the Business without the prior consent of the Franchisor 16.4 The Franchisee shall give the Franchisor the right of first refusal at a fair price (to be fixed by an appropriate independent arbitrator in the event of disagreement) of all rights in any improvement which is capable of being patented. Any non-patentable improvement approved by the Franchisor may be used by the Franchisor and all Franchisees of the Franchisor without any obligation to the Franchisee for royalties or otherwise. 17. MANUAL: 17.1 The Franchisor will provide the Franchisee with full written details of any alterations to the Manual to enable the Franchisee to keep its copy up to date 17.2 The Franchisor shall keep at its registered office an up to date copy of the Manual as revised from time to time which shall be the authentic text of the Manual 17.3 The Franchisee shall conduct the Business strictly in accordance with the Manual, the terms of which shall be deemed incorporated into and shall form part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Manual the terms of the Agreement shall prevail 17.4 The Manual shall at all times remain the sole and exclusive property of the Franchisor and the Franchisee hereby acknowledges that the copyright in the Manual therein vests in the Franchisor and that it will not take and will procure that no other person will take any copies of the Manual without the prior written consent of the Franchisor 18. FRANCHISORS RIGHT TO COMMUNICATE WITH CUSTOMERS: In order to protect the reputation of the Franchisor and its franchisees and to maintain satisfactory public relations the Franchisor reserves the right to communicate with any of the Franchisees customers and the Franchisee staff at any time during the term of this Agreement to ascertain the quality of work carried out by or on behalf of the Franchisee and the Franchisee shall upon request furnish the Franchisor with such particulars of its customers as the Franchisor shall reasonably require and provide such reasonable assistance as may be necessary for this purpose. 19. SALE OF THE BUSINESS: 19.1 The Franchisee shall not have the right to assign this Agreement but it shall have the right to sell the Business with the prior written consent of the Franchisor and subject to the conditions listed in sub-clause 19.3 of this clause 19.2 The Franchisor hereby undertakes to grant to a purchaser of the Business subject as aforesaid a franchise for a period equal to the unexpired term granted by this Agreement upon similar terms and conditions to those contained in the Franchisors then current standard franchise agreement excluding the payment of any sum expressed to be payable by way of the initial franchise fee 19.3(a) Any proposed purchaser (and where it is a company its principal shareholder) must meet the Franchisors standards with regard to business experience financial status character and ability (b) The proposed purchaser shall submit a detailed offer in writing which shall be a bona fide arms-length offer and which shall provide for the fixtures and fittings and stock to be included in the sale at valuation and shall separately state the price to be paid for the Franchisees interest in the Premises. (c) The Franchisee shall pay to the Franchisor its legal costs in connection with the transfer together with a sum equal to Rs.4 lakhs___ of the consideration for the sale of an amount equal to fifty per cent (50%) of the Initial Fee then charged to new Franchisees by the Franchisor whichever shall be the greater (the Transfer Fee) to cover the costs to the Franchisor of dealing with the application for consent and the training of the proposed purchaser provided that if the Franchisor has introduced the proposed purchaser the Franchisee shall pay to the Franchisor a further ten per cent (10%) of the sale price (d) If the proposed purchaser is a company the shareholders and directors must be persons acceptable to the Franchisor personally according to the criteria set out above and shall unless the companys shares are listed on the Stock Exchange undertake to the Franchisor in writing to observe and perform all the obligations on the part of the Franchisee set out in the Franchisors then current standard franchise agreement (e) The Franchisee must not at the time of the application for consent be in reach of any of its obligations hereunder 19.4 In the event that the Franchisee wishes to exercise the right granted in clause 19.1 above it shall as soon as possible submit to the Franchisor: (a) A copy of the written offer of purchase which the Franchisee proposes to accept together with details of any other terms agreed between the Franchisee and the proposed purchaser (b) Payment by the Franchisee of such sum (not to exceed Rs.4 lakhs) as Franchisor calculates will be required to meet its reasonable costs whether legal or otherwise incurred in the event that the proposed transfer of the Business should not proceed otherwise than by the Franchisor exercising the option to purchase as set out in clause 19.5 below

12 (c) A financial statement of affairs relating to the proposed purchaser together with his business history and technical qualifications where applicable 19.5 Upon receipt of written notice by the Franchisee of its intention to sell the Business together with the documents and other details as set out in 19.4 above: (a) The Franchisor shall have in addition to its other rights hereunder an option to purchase the Business from the Franchisee for the same price and under the same terms as the proposed purchaser shall have offered to the Franchisee and (b) The Franchisor shall enjoy the benefit of such option for a period of twenty-eight (28) days after receipt of the aforementioned items and (c) The sale and purchase of the Business shall be completed within twenty (20) days following the service of the Franchisors notice (d) The Franchisee shall notify the Franchisor by notice in writing of any variation in the terms offered by the prospective purchaser and the said period of twenty eight (28) days shall recommence as from the date of the Franchisors varied notice 19.6 If the Franchisor shall not have exercised its aforesaid option within such period of twenty-eight (28) days and if the Franchisor shall have given its written consent to the proposed sale of the Business then:(a) The Franchisee shall be entitled within the period of three (3) months from the date of the Franchisees notice or varied notice (if any) thereafter to proceed with its application to sell the Business to the proposed purchaser upon the same terms or on terms no more favorable to a purchaser than those notified to the Franchisor in accordance with the provisions hereof (b) The Franchisee shall on the completion of any contract between the Franchisee and the proposed purchaser deposit with the Franchisor the Transfer Fee from the consideration for the said sale (c) Upon completion of the transaction the purchase price or the balance thereof shall be deposited with the Franchisor as agent for the Franchisee (d) The Franchisor shall deduct from the said purchase price the sum of any amount owing to it by the Franchisee up to and including the proposed date of the sale of the Business and any outstanding balance of the purchase price shall then be remitted by the Franchisor to the Franchisee within fourteen (14) days of the date of the receipt by the Franchisor of the full purchase price 19.7 For the purpose of this clause where the Franchisee is a corporate entity any change in the beneficial ownership of the issued share capital or of the de facto control of the Franchisee and where the Franchisee is a partnership any change in the constitution of such partnership or of the terms of the Partnership Agreement without in any such case the written consent of the Franchisor being first obtained shall be deemed to be an assignment 19.8 Upon entry by the Purchaser into the new Franchise Agreement the rights and obligations of the Franchisee in respect hereof shall terminate save as otherwise provided for herein 19.9 The Franchisor shall be entitled to assign the benefit of this Agreement to any other party at anytime and shall inform the Franchisee thereof in writing within a reasonable time thereafter. 20. DEATH OR INCAPACITY OF THE FRANCHISEE (SOLE PROPRIETOR): 20.1 In the event of the death or incapacity for any reason of the Franchisee the Franchisor shall have the right (and shall at its option when so requested by the Franchisees Personal Representatives) to appoint a manager for the Business who shall have full powers to manage or supervise the Business as the Franchisor shall deem appropriate at the expense of the Business so as to preserve the goodwill associated with the Trade Name the Proprietary Marks and the System and to operate the Business or supervise its operation in a responsible and satisfactory manner pending the recovery of the Franchisee to the satisfaction of the Franchisor or the sale of the Business. The costs charged to the Franchisee for such a manner shall not exceed a sum equal to two times the salary of the said manager together with his traveling accommodation and subsistence expenses. 20.2 If the Franchisee shall die during the currency of this Agreement the Personal Representatives of the Franchisee shall together decide within a period of three (3) months from the date of the death of the Franchisee whether the Business should be retained and carried on by a relative or beneficiary of the Franchisee. If it is so decided then the Personal Representatives shall together give reasonable notice of this decision within the said period of three (3) months to the Franchisor giving the name of such relative or beneficiary. Upon the Franchisor being satisfied that such Franchisee would be an acceptable franchisee by the criteria set out in clause 19.3(a) above then subject to the other conditions in clause 19 being satisfied the Franchisor shall consent to a transfer of the Business (or the shares in the Franchisee company as applicable) pursuant to the provisions of clause 19.2 above and upon payment to the Franchisor of the sum specified in clause 19.3 (c) above save that in the event that the proposed Franchisee is someone who is already trained in the Business to the satisfaction of the Franchisor then the sum referred to in clause 19.3(c) above shall be reduced by the cost saved to the Franchisor in not having to provide such training to the proposed Franchisee 20.3 If the Personal Representatives of the Franchisee shall wish to sell the Business (whether by a transfer of the Franchisees shares in the Franchisee or otherwise) then they shall seek a purchaser for the Business with all possible speed and the Business may be sold within a period of six (6) months from the date of the death of the Franchisee and all the provisions of clause 19 shall apply 20.4 If the said Personal Representatives shall not arrange a transfer within the said period of three (3) months as provided in clause 19.2 above or a sale of the Business within the said period of six (6) months provided in

13 clause 19.3 above or shall intimate to the Franchisor that neither course shall be adopted the Franchisor shall be entitled by written notice to give to the said Personal Representatives:(a) To terminate this Agreement forthwith and/or (b) To purchase at the lower of its then net assets or market value less twenty per cent (20%) such assets of the Business as the Franchisor shall in its sole discretion determine and excluding or including, at the Franchisees option, any interest of the Franchisee in the Premises subject to the terms of the Deed of Option executed by the Franchisee in the form set out in Appendix 1 to this Agreement and the said Personal Representatives shall if so required by the Franchisor use their best endeavors to secure the assignment to the Franchisor or its nominee of the Franchisees interest in such assets and the Premises (c)If the parties are unable to agree upon lower of the net asset or the market value of the assets of the Business to be acquired by the Franchisor within ten (10) days after service of the said notice such value shall be ascertained at the request of either party by a Chartered Accountant acceptable to both parties and whose decision shall be binding on both parties. The Franchisor may enter upon the Premises and take over the assets of the Business it required at any time after the date it serves notice pursuant to this sub-clause and the price to be paid for such assets shall be calculated as at the date the Franchisor takes over the Business 20.5 If the Franchisee is at any time incapacitated the Franchisee shall give notice to the Franchisor of such incapacity within seven (7) days and that event or if in the reasonable opinion of the Franchisor the Franchisee (as a result of the said incapacity of the Franchisee) unable to operate the Business responsibly for a continuous period of eighty (80) working days in any period of twelve (12) months the Franchisor may by notice to that effect require the Franchisee to dispose of the Business whereupon the provisions set out above shall apply 20.6 The Franchisee or the Personal Representatives of the Franchisee shall if requested by the Franchisor do all such acts and things and execute all such documents as may be necessary to give effect to the provisions of this clause 20.7 References in this Agreement to the death or incapacity of the Franchisee shall be construed as referring only to the death or incapacity of the last survivor of those individuals comprising the Franchisee and reference herein to the personal representatives of the deceased Franchisee shall be construed as referring to the persona; representatives of such last survivor of those individuals comprising the Franchisee 21. TERMINATION: 21.1 The Franchisor may terminate this Agreement immediately by giving notice in writing to the Franchisee in any of the following events:(a) If the Franchise shall in the opinion of the Franchisee misuse or in any way impair the goodwill associated with the Proprietary Marks or takes any action to contest the validity or ownership thereof (b) If the Franchisee fails to commence trading by the Opening date or any extension thereof agreed to by the Franchisor (c) If the Franchisee shall purport to effect any assignment, transfer or other disposal of any of the rights or licenses herein granted or of its interest in the Premises other than in accordance with the terms of this Agreement (d) If the Franchisee gives or has given to the Franchisor any false or misleading information or makes any misrepresentation in connection with obtaining this Agreement or at any time during the continuance of this Agreement in connection with the Business (e) If the Franchisee ceases or threatens to cease to carry on the Business within the Territory (f) If the Franchisee discloses or permits or suffers the disclosure of any part of the Manual or other confidential information contrary to the Terms hereof. (g) If the Franchisee is guilty of any conduct which in the opinion of Franchisor is prejudicial to Franchisors interests. (h) If the Franchisee shall: (i) At any time fail to pay on the Payment Dates any amounts due and payable to the Franchisor hereunder or (ii) Fail to operate the Business in accordance with the terms of this Agreement the Manual or the Franchisors reasonable instructions, or (iii) Fail to obtain any prior written approval or consent of the Franchisor expressly required by this Agreement or the Manual (iv) If the Franchisee shall, in the reasonable opinion of the Franchisor, have a detrimental effect on the goodwill of the Business (v) If the Franchisee fails for more than ten days to submit any of the accounting or management information required to be submitted; and within five days of its receipt of written notice of default from the Franchisor, (i) If the Franchisee shall be in breach of any of the terms of this Agreement except those set out above and the Franchisor shall have notified the Franchisee in writing of any such breach within twenty-eight (28) days from the date of the notice (j)In the event of any persistent breach of any of the Franchisors obligations under this Agreement and for the purpose of this sub-clause a persistent breach shall be interpreted as two or more breaches of any of the Franchisees obligations during any calendar year to include specifically failure to specify accurate turnover 21.2 This Agreement shall automatically terminate without notice being given to the Franchisee If the franchisee enters into liquidation, whether compulsorily or voluntarily (otherwise than for the purpose of amalgamation or reconstruction) or compounds with its creditors or takes or suffers any similar

14 action in consequence of debt or convenes a meeting of its creditors or if a proposal shall be made for a voluntary arrangement, or if a proposal shall be made for any composition scheme or arrangement with or assignment for the benefit of its creditors, or is unable to pay its debts, or if a trustee receiver or similar officer is appointed in respect of all or any part of its business or assets or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction) or in the case of an individual or a partnership, if the franchisee or any of the members of the firm become insolvent or enter into any arrangement with their creditors to take or suffer any similar action in consequence of debt. 21.3 Any termination under this clause shall be without prejudice to the rights of either party against the other in respect of the antecedent breach of any of the terms and conditions of this Agreement 21.4 In the event of any termination by the Franchisor the Franchisee shall not be entitled to recover any part of the Initial Fee 21.5 If the Franchisor has reasonable grounds for believing that the Franchisee has ceased to operate the Business without the Franchisors consent the Franchisor may operate the Business as the Franchisees agent with full powers to bind the Franchisee and the Franchisee shall be responsible for the Franchisors costs 22. CONDITIONS FOLLOWING TERMINATION: 22.1 Immediately upon termination of this Agreement for any reason the Franchisee shall: (a) Cease forthwith to trade under the Trade Name and any of the Proprietary Marks (b) Not hold themselves out as operators of the Business (c) Not make or receive telephone calls in connection with the Business (d) Maintain the status quo in respect of the Premises and all the furniture, fixtures, equipments and other properties therein, till the discharge of all its obligations under this agreement and the settlement of accounts between the parties. (e) Cease to use in any way the Trade Name or the Trade Marks or any imitation or approximation thereof (f) Join with the Franchisor in canceling any registered user of the Trade Marks. If the Franchisee shall fail so to do the Franchisor is hereby irrevocably appointed the agent of the Franchisee with full authority to give such notice to the Registrar of Trade Marks on behalf of the Franchisee (g) Pass to the Franchisor the names of all persons enquiring about and/or requesting the services of the Business (h) Not divulge or use any confidential information relating to the Business or the Franchisor (i) If demanded in writing by the Franchisor return all the Equipment in good repair and condition to the Franchisor subject to the reimbursement after deducting sums payable to the Franchisor of such sum as in the Franchisors reasonable opinion represents their second hand value (k) Pay to the Franchisor all monies owing (l) Return to the Franchisor in good condition the Manual and any copies and shall not copy the Manual or any part of the Manual before returning the same to the Franchisor (m) Pay all debts owing to the Franchisees creditors (n) Return to the Franchisor all stationery and the Financial Package (o) Execute and deliver to the Franchisor any and all documents necessary to complete the termination or which would facilitate the termination of this Agreement (p) Provide to the Franchisor if so requested a list of all suppliers to the Business (q) Secure the transfer of all telephone lines and numbers used in the Business to such person as the Franchisor may direct 22.2 On termination of this Agreement the Franchisee shall not: (a) For a period of twelve months thereafter engage in be employed by or be concerned or interested directly or indirectly in any business which competes with the Business or in any business similar to the Business within the Territory (b) for a period of twelve months thereafter engage in be employed by or be concerned or interested directly or indirectly in any business which competes with the Business or in any business similar to the Business within a radius of 5KM from any existing franchisees premises (save for a financial interest which does not allow it to influence the economic conduct or such a business). (c) for a period of twelve months thereafter solicit for the purposes of a competing business to the Business the custom of any person firm or company that has been a customer of the Franchisee at any time in the twelve months prior to termination (d) For a period of twelve months solicit interfere with or endeavor to entice away or employ any employee of the Franchisor or any employee of the Business or any of the Franchisors franchisees 22.3 The Franchisee agree that each of the restrictions contained in clause 22.2(a) to (d) above is reasonable 22.4 Notwithstanding the extent of the temporal and geographical restrictions contained in clauses 22.2 (a) to (d) above the Franchisor may at any time whether during or after the term of this Agreement by written notice to the Franchisee reduce the temporal or geographical extent of all or any such restriction 22.5 Each undertaking contained in clause 22.2 (a) to (d) shall be construed as a separate undertaking and if any one or more of any such undertakings is held to be against the public interest or unlawful if any way an unreasonable restraint of trade, the remaining undertakings shall continue in force and effect and shall bind the Franchisee.

15 22.6 The Franchisee undertakes that he will procure that all directors and shareholders of the Franchisee shall enter into valid and legally enforceable undertakings with the Franchisor to accept the obligations imposed by this clause and shall submit the same to the Franchisor within seven days of this Agreement or in the case of any person becoming a shareholder or director during the term of this Agreement within seven days of such occurrence 22.7 Immediately upon the termination of this Agreement the Franchisor by itself or its nominee shall immediately have the right with such other personnel as it deems reasonably necessary to operate the Business in place of the Franchisee provided that written notice of its intent to do so shall be given to the Franchisee within seven (7) days following the date of termination. The benefit of the Business shall vest in the Franchisor or its nominee absolutely from the date on which the Business is operated by either or both of them provided that the Franchisee shall be indemnified against liability for any expense of the Business arising after (but not before) such date excepting any expense or liability referred to in sub-clause 22.10 below 22.8 Upon receipt of written notice from the Franchisor and in accordance with sub-clause 22.7 above the Franchisee shall immediately take such steps as are necessary to give up possession of and/ or to transfer to the Franchisor or its nominee such assets of the Business (including if the Franchisor so requires its interest in the Premises) as may be specified by the Franchisor together with (if so required by the Franchisor) the obligation to pay for any lease rental or other charges in relation to the Business. The following items shall be excluded from such transfer unless otherwise agreed by the Franchisor:(a) The bank accounts of the Franchisee and all monies belonging to the Franchisee (b) The right to receive the debts of the Franchisee (c) All liabilities of the Franchise except as otherwise agreed 22.9 The consideration payable to the Franchisee pursuant to any written notice under sub-clause 22.7 above shall be:(a) For all stock moveable equipment the Equipment and other fittings which shall not have become landlords fittings and other items which are used in the Business pursuant to the System the lower of their net assets or market value less twenty per cent (20%) as at the date of termination as agreed between the parties or at the request of either party as valued by an independent valuer acceptable to both parties. (b)The Franchisor shall not be obliged to take over any equipment or other items which are not in its opinion properly necessary for the conduct of the Business pursuant to the System (c) The Franchisee shall not be entitled to any payment in respect of any goodwill of the Business (d)(i) The Franchisor shall be entitled but shall not be obliged to acquire (whether by assignment or otherwise to itself or its nominee) the Franchisees interest in the Premises subject to the provisions of the Option Deed executed by the parties hereto in the form of the draft annexed as Annexure I to this Agreement. In the event that the Franchisor does not wish to exercise such option it shall indicate that fact to the Franchisee no later than twenty-eight (28) days following determination of the value (if any) of the Franchisors interest in the Premises (ii) The Franchisee shall use its best endeavours to secure all necessary consents to, and to execute all such documents as are required in order to complete any such transfer or assignment 22.10 In the event of this agreement being terminated or expired for any reason whatsoever, the following shall apply. (a) Both parties shall not be discharged or realized from any debts or liabilities to each other under this Agreement which exist prior to the expiration or termination of this agreement. (b) except for payments of amounts due hereunder and the continuing obligations provided for hereunder, Franchisor shall not, by reason of the termination, expiration or non-renewal of this agreement, be liable to franchisee for any damages or injunctive relief of any kind including but not limited to, compensation, reimbursement or damages on account of loss of prospective profits on anticipated sales, or on account of expenditures, investments, losses or commitments in connection with the business or goodwill; (c) Upon such termination, the franchisee shall forthwith make the payment of all outstanding dues to franchisor as per the statement of account forwarded to him by franchisor. 23. INDEMNITY: The Franchisee shall indemnify and keep indemnified the Franchisor from and against any and all loss, damage, liability and legal fees and costs incurred by the Franchisor arising from any act, neglect or default of the Franchisee its agents, employees, licensees or customers 24. ACKNOWLEDGEMENTS: 24.1 The Franchisee hereby acknowledges: (a) The exclusive rights of the Franchisor in the System, the Trade Name and the Proprietary Marks (b) that in giving advice to the Franchisee, assisting the Franchisee to establish the Business, recommending equipment and materials and assessing the suitability of the Franchisee and the Premises, the Franchisor bases its advice and recommendations on experience actually obtained in practice but that the Franchisor does not give any guarantee or warranty with regard to such matters or generally in connection with the sales volume, profitability or any other aspect of the Business (c) that they have been advised by the Franchisor to discuss their intention to enter into this Agreement with other franchisees of the Franchisor and to seek other appropriate independent advice, and that the decision to

16 enter into this Agreement has been taken solely on the basis of the personal judgement and experience of the Franchisee having taken such independent advice. Accordingly, the Franchisee acknowledge that no representation, warranty, inducement or promise, express or implied, had been made by the Franchisor or relied upon by the Franchisee in entering into this Agreement save such as may have been notified by the Franchisee to the Franchisor in writing and are annexed to and incorporated in this Agreement 24.2 It is hereby expressly agreed between the parties that each of the restrictions contained in this Agreement is reasonably necessary for the protection of the Franchisor and its other franchisees, the System, the Trade Name and the Proprietary Marks and does not unreasonably interfere with the freedom of action of the Franchisee who enter into this Agreement with the benefit of legal advice in full knowledge of all the provisions hereof and the Franchisee acknowledge that all such provisions are fair and reasonable 24.3 The Franchisee hereby warrant that prior to the execution of this Agreement or any similar Agreement with the Franchisor they had no knowledge of the Franchisors System, methods, trade secrets and confidential information or know-how relating to the operation of a business similar to the Business or on how to conduct the Business 25. NO WARRANTIES WITHOUT AUTHORITY: The Franchisee shall make no statement, representation or claim and shall give no warranty to any such person in respect of the Business, the Products the Services or the System save such as are specifically authorized in the Manual in its then current form at the time of the making by the Franchisee of any such statement, representation, claim or warranty. The Franchisee hereby undertakes with the Franchisor to keep it fully and effectively indemnified against all claims demands losses expenses and costs which the Franchisor may incur as a result of any breach by the Franchisee of this provision or of any other provision contained in this Agreement. 26. ASSIGNMENT BY FRANCHISOR: This Agreement and all the rights interest and obligations of the Franchisor hereunder may be assigned, transferred or otherwise dealt with by the Franchisor without the consent of the Franchisee and upon such assignment or transfer the benefits and burdens of this Agreement shall inure to the benefit and burden of the successors of the Franchisor 27. RESERVATION OF RIGHTS: All rights and licences not specifically and expressly granted to and conferred upon the Franchisee by this Agreement are for all purposes reserved to the Franchisor 28. AGENCY: Nothing in this Agreement shall be construes as making the parties hereto partners or joint venturers or render either party hereto liable for any of the debts or obligations of the other party and the Franchisee shall in no way be considered as being an agent or representative of the Franchisor in any dealings which the Franchisee may have with any third party and the Franchisee shall not act for or make any representation on behalf of the Franchisor in any such dealings and shall have no power to contract on behalf of the Franchisor 29. BUSINESS NAMES: The Franchisee shall place upon all letter headings, bills, invoices and all other documents and literature used in connection with the Business in such manner and place as the Franchisor may direct the following words (or such other words to similar effect as may from time to time be specified by the Franchisor): a Dixy Euro Franchise owned and operated under Licence by followed by the name of the Franchisee 30. FORCE MAJEURE: None of the parties to this Agreement shall be responsible to any other party for any delay in performance or non-performance due to any causes beyond the reasonable control of the parties hereto, including but not restricted to strike, war, civil disorder and natural disasters. The affected party shall promptly upon the occurrence of any such cause so inform the other parties in writing, stating that such cause has delayed or prevented its performance hereunder and thereafter such parties shall take all action within its power to comply with the terms of this Agreement as fully and promptly as possible. If this agreement is suspended during any period due to such cause and if such period of suspension exceeds 180 days, then the Franchisor shall upon giving written notice to the Franchisee, be able to require that: (1) All money due to the Franchisor shall be paid immediately, and (2) The Franchisee shall immediately cease trading, until further notice from the Franchisor. 31. WAIVER: The failure of the Franchisor to exercise any power given to it hereunder or to insist upon strict compliance by the Franchisee with any obligation hereunder and no custom or practice of the parties shall constitute any waiver of any of the Franchisors rights under this agreement. Waiver by the Franchisor of any particular default by the Franchisee shall not affect or impair the Franchisors rights in respect of any subsequent default of any kind by the Franchisee nor shall any delay by or omission of the Franchisor to exercise any rights arising from any default of the Franchisee affect or impair the Franchisors rights in respect of the said default or any default of any kind. 32. INTERPRETATION: The headings of the clauses are inserted for convenience only and do not affect its construction 33. CONTINUING PROVISIONS:

17 The termination of this Agreement (for whatever reason) shall not terminate any provision hereof which is expressly or by implication provided to come into or continue in force after such termination and shall be without prejudice to the accrued rights and liabilities and other remedies of the parties hereto 34. GOVERNING LAW: 34.1 This Agreement is governed in all respects in accordance with Indian Law and shall be construed and take effect as an Agreement made in India with Delhi Jurisdiction. 34.2 The Franchisee shall conduct its business in a lawful manner and it will faithfully comply with all applicable laws or regulations for the conduct of its business 34.3 The Franchisor will before recourse to litigation attempt to settle all disputes in good faith on an amicable basis 35. SEVERANCE: In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void voidable illegal or otherwise unenforceable the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of the Franchisor it may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect unless the Franchisor decides that the effect of such declaration is to defeat the original intention of the parties in which event the Franchisor shall be entitled without liability to terminate this Agreement by notice in writing to the Franchisee to that effect and in such circumstances the provisions of clause 21 shall apply accordingly 36. SUPERVENING LAWS: 36.1 The rights and obligations of the parties hereto under this Agreement shall be subject to all applicable laws orders regulations directions restrictions and limitations of governments or other bodies having jurisdiction over the parties hereto 36.2 If any such law, order, regulation, direction, restriction or limitation as aforesaid or any treaty or other international agreement or the judicial construction of any of them shall substantially alter the relationship between the parties hereto or the advantages derived from such relationship then the parties shall on request from the Franchisor enter into bona fide negotiations directed towards agreeing a modification to this Agreement to restore the situation if practicable or to compensate for such alteration if not. If the parties are unable to agree on such a modification or compensation within three months after the notice of request has been received by the party not affected, then the Franchisor may terminate this Agreement. 37. ENTIRE AGREEMENT: This Agreement together with its schedules, the Manual and the other documents referred to herein constitute the entire agreement between the parties and supersedes all prior agreements in connection with the subject matter hereof. No director, employee or agent of the Franchisor is authorized to make any representation or warranty not contained in this Agreement and the Franchisee acknowledges that he has not relied on any such oral or written representations (save as is otherwise provided for herein) no variation or waiver of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized director or employee of the Franchisor and the Franchisee 38. NOTICES AND TIME ESSENCE OF THE CONTRACT 38.1Any notice required to be given for the purpose of this agreement shall be given by sending the same by registered post AD, facsimile, cable or telex to, or by delivering the same by hand at the relevant address shown in this Agreement or such other address as shall have been notified (in accordance with this Clause) by the party concerned as being its address for the purpose of this Clause. Any notice so sent by post shall be deemed to have been served two days after posting and in proving this service it shall be sufficient proof that the notice was properly addressed and stamped and put into the post. Any notice sent by cable or telex or facsimile shall be deemed to have been served on the next day following the date of dispatch thereof which is a business day. 38.2 Time shall be of the essence and every provision of this Agreement whereby something is required to be done on or by a specified day or within a specified period 39. Limitation. 39.1 Franchisor shall not be liable to pay any damages whatsoever whether general, special, consequential, incidental, indirect, exemplary, punitive or otherwise to the Franchisee in the event of the termination of this agreement in terms of Clause 21. 39.2. In no event shall Franchisor be liable for any general, consequential, incidental, indirect, exemplary, punitive, special or other damages whatsoever resulting from Franchisors performance or failure to perform under this agreement whether due to breach of contract, breach of warranty, strict liability, product liability, the negligence of Franchisor or otherwise. 40. Independence of parties It is expressly agreed that the Franchisee is neither an employee nor an agent of Franchisor, and Franchisee shall have no authority to assume or create obligations on Franchisors behalf and shall not take any action which has the effect of creating the appearance of its having such authority. 41. Arbitration

18 41.1 Any dispute or difference of any nature whatsoever, any claim, cross- claim, counter-claim or set off or regarding any right, liability, act, omission or account of any of the parties hereto arising out of or in relation to this agreement or any matter incidental thereto shall be referred to the arbitration of the single arbitrator as per the provisions of the Arbitration & Conciliation Act, 1996. The Arbitrator shall be appointed by the Franchisor and the parties shall bear the costs of such arbitration in equal shares. 41.2 It is hereby expressly agreed that the powers of the arbitrator appointed in the matter shall include the power to make interim award/awards as the circumstances of the case may justify to appoint a receiver, commissioner or custodian, whatever name called to take the possession of property in dispute/unpaid sales during the pendency of the proceedings and subject to such final order as may be passed by the Arbitrator and shall also have the power to issue such further orders from time to time as he may deem fit. 41.3 The award of the arbitrator shall be final, conclusive and binding on all the parties to the agreement. 41.4 Such arbitration shall be held at Delhi and the Courts at Delhi alone shall have the jurisdiction to deal with the arbitration proceedings and the awards in accordance with law. IN WITNESS whereof the parties hereto have hereunder set their hands the day and year first before written in the presence of the following witnesses. SIGNED by for and on behalf of DIXY CHICKEN INDIA PVT LTD in the presence of:Witness signature: Witness name: Address: Occupation: SIGNED by for and on behalf of ____________________________ _______________________________ in the presence of:Witness signature: Witness name: Address: Occupation: ) ) ) ) ) )

FIRST SCHEDULE Equipment Package Computerized Till with modem Catering Equipment Refrigeration Equipment Uniforms Health and Safety Equipment Furniture and Fittings Signage Supplies and Consumables Packaging items Cleaning products

19 Litter bins SECOND SCHEDULE Part I Commencement Date The Commencement Date shall be day of 2009 Part II Expiry Date The Expiry Date shall be day of 2019 THIRD SCHEDULE Part I Franchise Package (a) Licence Fee (b) Training & Opening Support Fee (c) Operations Manual (d) The Financial (Stationery) Package (e) Stationery (f) The Launch and Promotion Pack (g) Supplies and Consumables details TOTAL

(on loan)

Rs.10 Lakhs

Part II Franchise Fee The Franchise Fee: Rs 10 lakhs payable on signing up: Rights Granted: The right in the Territory to establish its own company operated Dixy Chicken India Pvt Ltd Restaurants Outlets under the standard approved Dixy Franchise Agreement Part III Marketing Fees

The Marketing and Advertising Fee: The Marketing Fee payable monthly by the Franchisee to the Marketing Account shall be calculated as: Four per cent (4%) of the Gross Monthly Sale in year 1, 3% of the Gross Monthly Sale in year 2 and , 2% of Gross Monthly Sale thereafter

Part IV Management Services Fee

Seven per cent (7%) of the Gross Monthly Sales FOURTH SCHEDULE Part I Premises Address Part II Territory : Territory of

20 FIFTH SCHEDULE (Proprietary Marks) India Trade Mark Application No. 1544321 Mark Class Date DIXY EURO 30 28/03/2007

Application No. 1544322 Mark Class Date DIXY EURO 42 28/03/2007

Application No. 1544323 Mark Class Date DIXY EURO 29 28/03/2007

UK Registered Trade Mark: Registration no: Mark: Class: Date: 2111700

Dixy Fried Chicken (logo) 29 27th September 1996

UK Trade Mark Applications: Application No: Mark: Class: Date: 2367430B

Dixy CHICKEN (logo) 43 5th July 2004 2367430A

Application No: Mark:

Dixy CHICKEN (logo)

Classes: 29 and 30 Date: 5th July 2004

21 ANNEXURE I UNDERTAKING BY EMPLOYEES From: Employee

DATE: To: ____________________________________________

Dear Sir, UNDERTAKING OF CONFIDENTIALITY In consideration of you employing me in the Business and allowing me the use of the System and the KnowHow (the Proprietary Information) as defined under the terms of a Master) Franchise agreement dated the 1st day of April 2006 and made between you company and Dixy Chicken India Pvt Ltd, I hereby covenant and undertake as follows:1. During the continuance of my employment and at all times thereafter to use the Proprietary Information only for the purpose of carrying on the franchised business strictly in accordance with the terms of the (Master) Franchise Agreement. During the continuance of my employment and at all times thereafter to maintain strictly secret and confidential and not disclose or divulge any of the Proprietary Information or any information contained in the franchise Manual as supplied by the Franchisor to you as the (Master) Franchisee, directly or indirectly to any person, firm or company whatsoever without your express prior written consent. Not to make any copies of the Proprietary Information or the said franchise Manual or otherwise disseminate any of the Proprietary Information or franchise Manual without your prior written consent. During the continuance of my employment and at all times thereafter, to restrain from any breach of the terms of this undertaking.

2.

3. 4.

SIGNED:

(Employee]