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					            ROKETA INC.
        FRANCHISE DEALERSHIP
            AGREEMENT
Prepared For:_______________________________________

Dated: ____/____/____
Executed:____/____/____
                                            TABLE OF CONTENTS
                                   ACTUAL PAGE NUMBER MAY VARY SLIGHTLY

ARTICLE 1. GRANT OF FRANCHISE AND LICENSE ........................................................1
     1.1   Grant ............................................................................................................................ 1

ARTICLE 2.           COMPETITIVE PROTECTION ...........................................................................1
     2.1             Protected Area ........................................................................................................... 1
     2.2             Certain Exceptions .................................................................................................... 1
     2.3             Reservation of Rights. ............................................................................................... 2

ARTICLE 3.           SYSTEM EVOLUTION .........................................................................................2
     3.1             Right to Modify System ........................................................................................... 2
     3.2             Predicates for Change ............................................................................................... 2
     3.3             Ownership of Concept Changes............................................................................. 3

ARTICLE 4.           TERM OF FRANCHISE .......................................................................................3
     4.1             Term ............................................................................................................................. 3
     4.2             Renewal ....................................................................................................................... 3
     4.3             Form and Manner of Renewal ................................................................................ 3
     4.4             Conditions Precedent to Renewal .......................................................................... 4
ARTICLE 5.           PAYMENTS BY FRANCHISEE ..........................................................................5
     5.1             Initial Franchise Fee .................................................................................................. 5
     5.2             Royalty Fee ................................................................................................................. 5
     5.3             Advertising Fund Fee ............................................................................................... 5
     5.4             Other Payments to ROKETA .................................................................................. 5
     5.5             Method of Payment .................................................................................................. 5
     5.6             Application of Funds ................................................................................................ 5
     5.7             Interest on Late Payments ....................................................................................... 5
     5.8             Additional Franchises in the Protected Area ....................................................... 6
     5.9             Costs of Collection..................................................................................................... 6

ARTICLE 6.           MARKS ...................................................................................................................6
     6.1             Ownership of Marks ................................................................................................. 6
     6.2             Use of Marks .............................................................................................................. 6
     6.3             Use of Other Marks ................................................................................................... 7
     6.4             Infringement ............................................................................................................... 7
     6.5             Conflicting and Alternative Names; Mark Changeover Costs ......................... 7
          6.6        Acts in Derogation of the Marks............................................................................. 7
          6.7        Assumed Name Registration .................................................................................. 7

ARTICLE 7.           ADVERTISING AND PROMOTION .................................................................8
     7.1             General ........................................................................................................................ 8
     7.2             Local Advertising ...................................................................................................... 8
     7.3             Co-operative Advertising ........................................................................................ 8
     7.4             Telephone Numbers and Directory Advertising ................................................ 9
     7.5             Promotional Campaigns .......................................................................................... 9
ARTICLE 8.           ESTABLISHMENT AND OPERATION OF THE BUSINESS.......................10
     8.1             Construction of ROKETA DEALERSHIP. .......................................................... 10
     8.2             Reporting .................................................................................................................. 10
     8.3             Products .................................................................................................................... 11
     8.4             Commitment of Time ............................................................................................. 11
     8.5             Operations Manual ................................................................................................. 12
     8.6             Insurance ................................................................................................................... 12
     8.7             Books and Records .................................................................................................. 14
     8.8             Right of Inspection .................................................................................................. 14
     8.9             Compliance With Laws .......................................................................................... 15
     8.10            Suggested Prices ...................................................................................................... 15
     8.11            Cash Registers .......................................................................................................... 15
     8.12            Participation in ROKETA Inc. Web Site .............................................................. 15
     8.13            Participation in ROKETA Inc. Intranet ............................................................... 16
     8.14            Participation in ROKETA Inc. Electronic CommerceError! Bookmark not defined.16
ARTICLE 9. OTHER SERVICES OR ROKETA .....................................................................17
     9.1   Training and Supervision ...................................................................................... 17
     9.2   Reporting Forms ...................................................................................................... 18
ARTICLE 10. ASSIGNMENT AND RIGHT OF FIRST REFUSAL .......................................18
     10.1 Assignment by ROKETA ....................................................................................... 18
     10.2 Assignment by Franchisee ..................................................................................... 18
     10.3 Franchisee Information .......................................................................................... 20
     10.4 Right of First Refusal .............................................................................................. 21
ARTICLE 11. NON-COMPETITION ........................................................................................21
     11.1 General ...................................................................................................................... 21
     11.2 Personnel................................................................................................................... 22
ARTICLE 12. TRADE SECRETS ................................................................................................22
     12.1 Confidential Information ....................................................................................... 22
     12.2 Non-Disclosure ........................................................................................................ 22
     12.3 Confidentiality Agreements .................................................................................. 22
ARTICLE 13. DEFAULT AND TERMINATION ....................................................................22
     13.1 Termination with Notice ........................................................................................ 22
     13.2 Immediate Termination without Notice ............................................................. 23
     13.3 Cross-Default ........................................................................................................... 24
     13.4 Franchisee’s Termination Rights .......................................................................... 24
ARTICLE 14. FURTHER OBLIGATIONS AND RIGHTS OF THE PARTIES
     UPON TERMINATION OR EXPIRATION ................................................................24
     14.1 ROKETA’s Rights .................................................................................................... 24
     14.2 Termination Without Prejudice ............................................................................ 25
     14.3 Assignment of Lease for Approved Location .................................................... 25
     14.4 Telephone Numbers ............................................................................................... 25
ARTICLE 15. GOVERNING LAW; DISPUTE RESOLUTION..............................................26
     15.1 Governing Law ........................................................................................................ 26
     15.2 Dispute Resolution .................................................................................................. 26
ARTICLE 16. GENERAL CONDITIONS AND PROVISIONS .............................................28
     16.1 Relationship of Franchisee to ROKETA .............................................................. 28
     16.2 Indemnification........................................................................................................ 29
     16.3 ROKETA’s Right to Cure Default ........................................................................ 29
     16.4 Waiver and Delay .................................................................................................... 29
     16.5 Survival of Covenants ............................................................................................ 29
     16.6 Successor and Assigns ............................................................................................ 30
     16.7 Joint and Several Liability ...................................................................................... 30
     16.8 Governing Law ........................................................................................................ 30
     16.9 Entire Agreement .................................................................................................... 30
     16.10 Titles for Convenience; Gender ............................................................................ 30
     16.11 Force Majeure ........................................................................................................... 30
     16.12 Severability ............................................................................................................... 30
     16.13 Counterparts ............................................................................................................ 31
     16.14 Fees and Expenses ................................................................................................... 31
     16.15 Notices ....................................................................................................................... 31
     16.16 Right of Offset .......................................................................................................... 31
          16.17 Time of Essence........................................................................................................ 31
          16.18 Business Entity Franchisee .................................................................................... 32

ARTICLE 17. SUBMISSION OF AGREEMENT......................................................................33
     17.1 General ...................................................................................................................... 33
ARTICLE 18. ACKNOWLEDGEMENTS .................................................................................33


ATTACHMENTS

A.        GLOSSARY OF TERMS

B.        SUMMARY INFORMATION CONCERNING FRANCHISEE AND THE FRANCHISE

C.        PERSONAL GUARANTEE AND AGREEMENT TO BE BOUND

D.        CONFIDENTIALITY AND NON-COMPETE AGREEMENT

E.        CONDITIONAL ASSIGNMENT OF TELEPHONE NUMBER(S)

F.        ACKNOWLEDGEMENTS
                           FRANCHISE DEALERSHIP AGREEMENT


THIS FRANCHISE DEALERSHIP AGREEMENT (“Agreement”) is entered into on the Effective Date
between ROKETA Inc, a Corporation organized under the laws of the State of California (“ROKETA”),
and the Franchisee identified in Attachment B to this Agreement. Capitalized terms are used in this
Agreement with the meanings assigned in the Glossary of Terms appended as Attachment A.

RECITALS

A.     ROKETA Inc., (“Franchisor”) has granted Franchisee the right to use and license the Marks and
       Systems throughout the Development Area in accordance with the Regional FRANCHISE
       DEALERSHIP AGREEMENT.

B.     Franchisee desires to obtain a franchise to use the System and Marks in conjunction with the
       operation of one ROKETA DEALERSHIP in accordance with the terms and conditions of this
       Agreement.

WHEREFORE IT IS AGREED:

                        Article 1.        Grant of Franchise and License


1.1   Grant

Subject to the terms and conditions of this Agreement, ROKETA grants to Franchisee, and Franchisee
accepts, the right, license and obligation to operate one ROKETA DEALERSHIP at the Approved
Location identified in Attachment B in accordance with the System and in association with the Marks.


                             Article 2.      Competitive Protection

2.1   Protected Area

During the Term, neither Franchisor nor ROKETA shall operate, or grant a franchise to any Person except
Franchisee to operate a ROKETA DEALERSHIP in the Protected Area described in Attachment B.

2.2   Certain Exceptions

(a)    The competitive protection that Section 2.1 provides to Franchisee will not prohibit or restrict
       Franchisor, ROKETA or their respective Affiliates from marketing the availability of franchises
       for territories outside the Protected Area to residents of the Protected Area or from offering and
       selling franchises for territories outside the Protected Area to residents of the Protected Area.

(b)    Franchisee will have no protection against competition from other franchisees whose ROKETA
       DEALERSHIPs are located anywhere outside the Protected Area’s physical boundaries, even if
       these ROKETA DEALERSHIPs market their products and services in or draw customers from the
       Protected Area. On the other hand, there will be no limitation on the geographic area in which
       Franchisee may advertise and promote its ROKETA DEALERSHIP.

(c)    The competitive protection that Section 2.1 provides to Franchisee will not prohibit or restrict
       Franchisor, ROKETA or their respective Affiliates from selling any product including but not
        limited to proprietary merchandise, services, memorabilia and other Products to customers
        inside the Protected Area through catalogues, telemarketing campaigns, an Internet website and
        other direct-order techniques. Franchisor, ROKETA and their respective Affiliates may distribute
        catalogues and similar sales solicitation materials in the Protected Area, broadcast television and
        radio commercials for direct-order merchandise and services into the Protected Area, initiate
        telephone contact with and accept telephone orders from residents of the Protected Area, and fill
        customer orders for direct-order merchandise and services in the Protected Area, without in any
        such case infringing Franchisee’s competitive protection rights.

2.3   Reservation of Rights.

Franchisor reserves all rights that are not expressly granted to Franchisee in this Agreement.


                                  Article 3.       System Evolution

3.1   Right to Modify System

ROKETA reserves the right to modify the ROKETA DEALERSHIP concept, Trade Dress, equipment
package and other elements of the System from time to time in the manner prescribed or directed by
Franchisor. Reasons justifying the changes or modifications include the need (a) to respond to changes in
consumer expectations, life styles and buying habits, (b) to seize efficiencies made possible by growth of
ROKETA INC. ROKETA DEALERSHIP network, (c) to implement efficiencies made possible by
technological advances or as a result of Franchisor’s research and development activities, (d) to
implement co-branding alliances with other companies, and (e) to meet competition. ROKETA, at the
direction of Franchisor, reserves the right and discretion (1) to modify, change or abandon the
instructional theory on which the services are currently based, (2) to add new and different instructional
techniques to those that ROKETA DEALERSHIPs currently offer, (3) to change the Trade Dress,
equipment and functional component standards for ROKETA DEALERSHIPs, (4) to add or change the
standards for customer service, and (5) to require the use of new or different electronic instructional
devices and electronic data processing and communications equipment and facilities.

3.2   Predicates for Change

(a)     Before Franchisee can be required to implement a material change to the System or to the
        characteristics or components of the ROKETA DEALERSHIP, Franchisor will first test the change
        for a period of not less than 90 days in a select group of ROKETA DEALERSHIPs that Franchisor
        invites to participate in the test. Franchisor will share the test results with the ROKETA Council
        and will not implement the change if a majority of the members of the ROKETA Council object to
        the change. However, Franchisor may modify the change to meet objections voiced by ROKETA
        Council and may direct ROKETA to require Franchisee to implement the change, as modified,
        without conducting additional testing.

(b)     If the ROKETA Council supports a change, Franchisor may instruct ROKETA to cause Franchisee
        to implement the change on a schedule specified in a supplement to the Operations Manual.
        However, if implementation of a change would require the purchase or replacement of
        equipment or leasehold improvements having an aggregate average cost per ROKETA
        DEALERSHIP of $25,000 or more, ROKETA will not require Franchisee to implement the change
        until the franchise comes up for renewal. Further, if implementation of a change would require
        the purchase or replacement of equipment or leasehold improvements having an aggregate
        average cost per ROKETA DEALERSHIP between $10,000 and $24,999, ROKETA will not require




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       Franchisee to implement the change until the end of the 24 th month after the ROKETA Council
       votes to support the change.

3.3   Ownership of Concept Changes

If Franchisee develops or suggests an innovation or improvement that Franchisor decides to incorporate
into the ROKETA DEALERSHIP concept or System, either temporarily or permanently, Franchisee will
assign ownership of the innovation or improvement to Franchisor without compensation. The sole
consideration for the assignment will be Franchisor’s giving Franchisee recognition and credit for the
innovation or improvement in announcing it to members of the ROKETA INC. ROKETA DEALERSHIP
network.


                                 Article 4.       Term of Franchise

4.1   Term

(a)    Unless sooner terminated in accordance with Article 13, the Term of the franchise shall
       commence on the Effective Date and expire on the Effective Date's 1st anniversary.

(b)    Notwithstanding Section 4.1(a), if this Agreement is executed by Franchisee in connection with
       Franchisee’s purchase of an existing ROKETA DEALERSHIP, the Term shall equal the then
       remaining term of the FRANCHISE DEALERSHIP AGREEMENT that relates to the purchased
       ROKETA DEALERSHIP.

4.2   Renewal

(a)    Subject to Sections 4.3 and 4.4, Franchisee shall have the right, but not the obligation, prior to the
       expiration of the Term, to enter into a new FRANCHISE DEALERSHIP AGREEMENT in the
       form then generally being offered by ROKETA to prospective ROKETA Inc. franchisees (the
       “Renewal FRANCHISE DEALERSHIP AGREEMENT”) for a renewal term of 1 year. The term of
       the Renewal FRANCHISE DEALERSHIP AGREEMENT shall commence on the date the Term
       expires.

(b)    Notwithstanding anything herein to the contrary, the terms of the Renewal FRANCHISE
       DEALERSHIP AGREEMENT may differ from the terms of this Agreement, except that the
       Renewal FRANCHISE DEALERSHIP AGREEMENT may not include (a) an initial franchise fee,
       (b) higher percentage franchise royalty, or (c) any material changes to Franchisee’s transfer or
       renewal rights.

4.3   Form and Manner of Renewal

(a)    If Franchisee desires to exercise its right to enter into the Renewal FRANCHISE DEALERSHIP
       AGREEMENT (the “Renewal Right”), it shall do so in the following manner:

       (i)      Not less than 30 days nor more than 3 months prior to the expiration of the Term,
                Franchisee shall request from ROKETA in writing a copy of its then-current Renewal
                FRANCHISE DEALERSHIP AGREEMENT.




                                                     3
       (ii)    Within 30 days after Franchisee receives copies of the Renewal FRANCHISE
               DEALERSHIP AGREEMENT, Franchisee shall execute four (4) original copies of the
               Renewal FRANCHISE DEALERSHIP AGREEMENT and return them to ROKETA.

       (iii)   If Franchisee fails to perform any of the acts, or deliver any of the notices required
               pursuant to this Section 4.3, in a timely fashion, such failure shall be deemed to be an
               election of Franchisee not to exercise their right to enter into the Renewal FRANCHISE
               DEALERSHIP AGREEMENT, and such failure shall cause Franchisee’s Renewal Right to
               lapse and expire automatically.

(b)    Provided that Franchisee has exercised its Renewal Right, in the form and manner herein
       described, and shall have complied with all of the conditions contained in Section 4.4, ROKETA
       shall execute the Renewal FRANCHISE DEALERSHIP AGREEMENT executed by Franchisee
       and shall, promptly at the expiration of the Term, deliver one fully executed copy of the Renewal
       FRANCHISE DEALERSHIP AGREEMENT to Franchisee.

4.4   Conditions Precedent to Renewal

(a)    Franchisee’s Renewal Right is conditioned upon Franchisee’s fulfillment of each and all of the
       following conditions precedent:

       (i)     At the time Franchisee notifies ROKETA of its election to renew pursuant to Section 4.3
               and at all times from such notification to the time of the commencement of the term of
               the Renewal FRANCHISE DEALERSHIP AGREEMENT, Franchisee shall have strictly
               performed all obligations under this Agreement and under all other agreements which
               may during said period be in effect between Franchisee and ROKETA.

       (ii)    Franchisee shall not have received two or more notices of default during any 24-month
               period during the Term, whether or not such defaults were of a similar character or were
               cured.

       (iii)   Franchisee shall have obtained the right to continue to occupy the ROKETA
               DEALERSHIP at the Approved Location, or a similarly suitable location that ROKETA
               has approved, for the entire period of the renewal term.

       (iv)    Prior to the expiration of this Agreement, Franchisee shall, in a manner satisfactory to
               ROKETA, pay for such renovation and modernization of the ROKETA DEALERSHIP as
               ROKETA may reasonably require to reflect the then-current standards and image of the
               System, including, without limitation, replacement or renovation of signs, furnishings,
               equipment, fixtures and décor.

       (v)     Franchisee shall comply with Franchisor’s then current, reasonable qualification
               requirements and shall attend all supplemental and refresher training that Franchisor
               then requires of renewing ROKETA DEALERSHIP franchisees.




                                                  4
                              Article 5.       Payments by Franchisee

5.1   Initial Franchise Fee

At this time there is no franchise fee, however Franchisee is responsible for maintaining minimum
monthly sales requirements to maintain status as Authorized Roketa dealer or distributor.

5.2   Royalty Fee

At this time there is no royalty fee, however Franchisee is responsible for maintaining minimum monthly
sales requirements to maintain status as Authorized Roketa dealer or distributor.

5.3   Advertising Fund Fee

At this time there is no advertising fund fee required of the Franchisee.

5.4   Other Payments to ROKETA

Franchisee shall pay all amounts owed to ROKETA (including its Affiliates or designees, as applicable)
promptly when due. All debts pertaining to the ROKETA DEALERSHIP, including all trade payables and
other indebtedness of every kind, and all federal, provincial, state and municipal taxes and charges, are
solely Franchisee’s obligations.

5.5   Method of Payment

Initially, Franchisee shall pay amounts due ROKETA by check, money order, credit card, wire transfer or
other means as approved by ROKETA. ROKETA shall have the right at any time during the Term to
require Franchisee to pay the amounts identified in this Article 5 directly to ROKETA from Franchisee’s
bank account by wire transfer, electronic funds transfer or such other automatic payment mechanism as
ROKETA may reasonably designate and upon the terms and conditions set forth in this Agreement.
Upon ROKETA’s written notice of such election, Franchisee agrees to notify its bank of Franchisor’s
designated payment method, to comply with the procedures ROKETA and its bank specify to implement
the designated payment method, and to perform any acts and sign and deliver any documents that may
be necessary to implement the designated payment method.

5.6   Application of Funds

If Franchisee becomes delinquent in the payment of any obligation to ROKETA under this Agreement, or
under any other agreement with ROKETA, ROKETA shall have the absolute right to apply any payments
received from Franchisee to any obligation owed, whether under this Agreement or otherwise,
notwithstanding any contrary designation by Franchisee as to application.

5.7   Interest on Late Payments

If Franchisee fails to pay ROKETA the entire amount of any sums owed to ROKETA, promptly when
due, Franchisee shall pay to ROKETA, in addition to all other amounts are due but unpaid, interest on
the unpaid amounts, from their due date, at the rate of 1½% per month, or the highest rate allowable
under applicable law, whichever is less.




                                                      5
5.8   Additional Franchises in the Protected Area

Franchisee will be required to maintain the minimum sales requirements for each additional grant of a
ROKETA DEALERSHIP franchise to Franchisee in the Protected Area. Each additional franchise shall be
subject to a separate FRANCHISE DEALERSHIP AGREEMENT with substantially the same terms and
conditions as this Agreement.

(a)     Franchisee, if a distributor, is not authorized to own any percentage of ROKETA dealership
        under any circumstance.

(b)     Franchisee, if a distributor, is not authorized to make direct sales to the EU (End User).

5.9   Costs of Collection

Franchisee shall pay all collection charges, including reasonable attorneys’ fees, incurred by ROKETA in
collecting any amount owed by Franchisee to ROKETA under this Agreement. Any dishonored and
returned checks shall be promptly replaced by Franchisee by a bank cashier’s check, a bank-certified
check or a bank draft in the aggregate amount of the payment tendered, plus interest as provided in
Section 5.7, plus $50 as a late charge for each such non-payment to defray expenses of handling,
processing and bookkeeping.


                                         Article 6.       Marks

6.1   Ownership of Marks

Nothing herein shall give Franchisee any right, title or interest in or to any of the Marks, except a non-
exclusive license during the Term to display and use the Marks according to the terms and conditions
herein contained. If Franchisee is a Business Entity, it shall not use “ROKETA INC.” or any confusingly
similar words or symbols and /or trademarks owned by ROKETA as any part of Franchisee’s name.

6.2   Use of Marks

(a)     Franchisee will use the Marks only for the uses and in the manner licensed hereunder.
        Franchisee agrees that the ROKETA DEALERSHIP operate under the “ROKETA” trade name
        without any suffix or prefix, and that Franchisee shall use and display such of the Marks and
        such signs, advertising and slogans as ROKETA may from time to time prescribe or approve.
        Franchisee shall also comply with all trademark notice requirements. Franchisee shall post
        signage at the ROKETA DEALERSHIP in a format approved by ROKETA and use business
        stationery approved by ROKETA, all of which must clearly indicate that Franchisee is the entity
        owning and operating the ROKETA DEALERSHIP pursuant to a FRANCHISE DEALERSHIP
        AGREEMENT with ROKETA. From time to time Franchisor may add to, delete or modify any of
        the Marks.

(b)     Upon the expiration or earlier termination of the franchise, ROKETA may, if Franchisee does not
        do so, execute in Franchisee’s name and on Franchisee’s behalf, any and all documents necessary
        to end and cause the discontinuance of Franchisee’s use of the Marks, and Franchisee irrevocably
        appoints the person serving from time to time as Secretary of ROKETA or as Marketing Director
        as Franchisee’s attorney-in-fact to do so.




                                                      6
(c)     Franchisee may not use, under any circumstance, Marks owned by ROKETA or GOLDENVALE
        Inc. in their Internet Domain Name, or user name on any web site (eBay, Amazon etc…) or in any
        other similar media or telecommunication (1-800-4ROKETA ) service whatsoever.

6.3   Use of Other Marks

Franchisee shall not display the trademark, service mark, trade name, insignia or logotype of any other
Person in connection with the operation of the ROKETA DEALERSHIP without the express prior written
consent of ROKETA, which ROKETA may withhold in its sole subjective discretion.

6.4   Infringement

If Franchisee learns that any third party is infringing upon or improperly using any of the Marks or any
variant thereof, Franchisee shall promptly notify ROKETA and Franchisor of the facts relating to such
alleged use. Franchisor may, in its sole discretion, determine whether or not it wishes to take any action
against such third person on account of the alleged infringement. In addition, Franchisee shall promptly
inform ROKETA and Franchisor of any claim arising out of Franchisee’s use of any Mark and shall co-
operate with any action undertaken by Franchisor in respect thereof.

6.5   Conflicting and Alternative Names; Mark Changeover Costs

If Franchisee is enjoined, or otherwise prevented from operating under the “ROKETA” name or Marks s a
result of a binding order entered by any court, Franchisee may thereafter operate under such alternative
names, service marks and/or associated logotypes as are reasonably acceptable to Franchisor. Franchisor
shall indemnify, defend and protect Franchisee against all claims or actions arising out of Franchisee’s
use of the Marks as authorized by Franchisor and for all costs Franchisee reasonably incurs in any claim
brought against Franchisee or in any such proceeding in which Franchisee is named as a party, including
reasonable attorneys’ fees and expenses, provided Franchisee has complied with its obligations under
this Agreement. In addition, in the event Franchisor requires Franchisee to discontinue use of the
“ROKETA” trademark and to commence using a new or different trademark to identify the ROKETA
DEALERSHIP, Franchisor shall pay all reasonable direct costs incurred by Franchisee to implement such
change, including costs for new signs, stationary, marketing materials and other reasonable direct
expenses for which Franchisee provides appropriate documentation of expenditures not to exceed $5,000.
Such right shall be the sole remedy of Franchisee, and Franchisor will not reimburse Franchisee for any
loss of goodwill or revenue attributable to any change in the Marks.

6.6   Acts in Derogation of the Marks

Franchisee agrees that the Marks are the exclusive property of Franchisor, and Franchisee shall never
assert a claim to any goodwill, reputation or ownership of any of the Marks by virtue of Franchisee’s
licensed use thereof, or otherwise. Franchisee agrees that it will not in any way dispute or impugn the
validity of the Marks and will not do or permit any act or thing to be done in derogation of any of the
rights of Franchisor or ROKETA in connection with the same, either during the Term thereafter.

6.7   Assumed Name Registration

If Franchisee is required to do so by law, after the Effective Date, Franchisee shall file with the
appropriate government agencies or offices a notice of its intent to conduct its business under the trade
name ROKETA. Promptly upon the expiration or termination of this Agreement, Franchisee shall
promptly execute and file such documents as may be necessary to revoke or terminate such assumed
name registration, and if Franchisee fails to promptly execute and file such documents as may be
necessary to effectively revoke and terminate such assumed name registration, Franchisee irrevocably



                                                    7
appoints the person serving from time to time as the Secretary of ROKETA or as Marketing Director as its
attorney-in-fact to do so for, on behalf and in the name of Franchisee.


                           Article 7.      Advertising and Promotion

7.1   General

Franchisee shall conduct all local advertising and promotion in accordance with such standards
regarding format, content and media as the Operations Manual from time to time contains. No
advertising material may be used by Franchisee without ROKETA’s prior written approval, which
ROKETA will not unreasonably withhold or delay.

7.2   Local Advertising

ROKETA recommends that Franchisee spend each year, for local advertising and promotion, no less than
5% of Gross Sales in the manner provided in Sections 7.1, 7.3 and 7.5.

7.3   Co-operative Advertising

(a)    Recognizing the value of advertising and promotion, and the importance of the standardization
       of advertising and promotion programs to the furtherance of the goodwill and public image of
       the System, the parties agree as follows:

       (i)      Franchisee will be included in the ROKETA Co-operative advertising in effect during the
                time of this agreement.

       (ii)     Advertising Fund Fees will be expended by Franchisor for national, regional and local
                advertising, and for public relations or promotional campaigns or programs designed to
                promote and enhance the image, identity or patronage of franchised and franchisor-
                owned ROKETA DEALERSHIPs. Such expenditures may include, without limitation,
                marketing studies, the production and purchase of advertising art, commercials, musical
                jingles, print advertisements, point of sale materials, media advertising, outdoor
                advertising art, vehicle decals, and direct mail pamphlets and literature. Franchisor will
                allocate expenditures from the Advertising Fund to national, regional and local
                advertising and promotions in accordance with Sections 7.3(a)(iii) and (b).

       (iii)    Initially, Franchisor will set the annual expenditure budget and advertising strategy for
                the Advertising Fund in consultation with the ROKETA Council. When Franchisor
                decides that there are enough ROKETA DEALERSHIPs in Franchisee’s local market area
                to justify the establishment of an advertising council, Franchisor will establish a
                Franchisee Ad Council for the market that consists of Franchisor, ROKETA, Franchisee
                and each other ROKETA INC. franchisee in Franchisee’s local market area. Each member
                of the Franchisee Ad Council will have one vote in determining the annual expenditure
                budget and advertising strategy for that portion of the Advertising Fund that will be
                spent in Franchisee’s local market area. The affirmative vote of 2/3 rds of the Franchisee
                Ad Council members who vote on a proposal will be necessary to approve the proposal.
                The Franchisee Ad Council may conduct meetings by telephone conference call in which
                all participants are able to speak to and hear each other.




                                                    8
(b)     Franchisor, in co-operation with the ROKETA Council and the Franchisee Ad Council, shall
        maintain and administer the Advertising Fund as follows:

        (i)     Franchisor shall oversee all System and Product advertising, with sole discretion to
                approve or disapprove the creative concepts, materials and media used in such
                advertising. Franchisee agrees and acknowledges that the Advertising Fund is intended
                to maximize general public recognition and acceptance of the ROKETA INC. ROKETA
                DEALERSHIP name and Marks for the benefit of the System, and that Franchisor
                undertakes no obligation in administering the Advertising Fund to make expenditures
                for Franchisee that are equivalent or proportionate to its Advertising Fund Fee
                contributions, or to ensure that any particular ROKETA DEALERSHIP or local market
                area benefits directly or pro rata from the advertising or promotion conducted through
                the Advertising Fund.

        (ii)    The Advertising Fund, all contributions thereto, and any earnings thereon shall be used
                exclusively to meet the costs of maintaining, administering, directing and preparing
                advertising and promotions for ROKETA DEALERSHIPs, including the cost of creating,
                preparing, producing and conducting television, radio, magazine and newspaper
                advertising campaigns, direct mail and outdoor billboard advertising, marketing surveys
                and other public relations activities, employing advertising agencies to assist therein, and
                providing promotional brochures and other marketing materials to increase public
                awareness and use of ROKETA DEALERSHIPs.

        (iii)   Until Franchisor implements a Co-operative advertising program, Franchisee is allowed
                to advertise as needed to promote the ROKETA brand. Ads which use the ROKETA
                name or logo must be approved by ROKETA.

        (iv)    Franchisee understands that the advertising fund is based on a percentage of the
                franchisee’s sales and that ROKETA is under no obligation to pay any amount over this
                percentage under any circumstance.

7.4   Telephone Numbers and Directory Advertising

Franchisee shall at its sole expense subscribe for and maintain throughout the Term telephone numbers
which shall be listed in such telephone directories servicing Franchisee’s Protected Area and such
adjacent or nearby areas as ROKETA may designate, in the manner prescribed by ROKETA. In all Co-Op
advertising placed by Franchisee in which such listed number(s) appear, there shall not appear any other
telephone numbers subscribed for by Franchisee personally or in the conduct of any other business.

Franchisee must maintain a telephone number in such a manner that a local end user can dial information
(411) and ask for “ROKETA” and the franchisee’s number will be supplied. This service is at the sole
expense of the franchisee.

7.5   Promotional Campaigns

From time to time during the Term, ROKETA shall have the right to establish and conduct promotional
campaigns, which may, by way of illustration and not limitation, promote particular Products or
marketing themes. Franchisee agrees to participate in such promotional campaigns upon such terms and
conditions as ROKETA may establish. Franchisee acknowledges and agrees that such participation may
require Franchisee to purchase point of sale advertising material, posters, flyers, product displays and
other promotional material or make other expenditures.




                                                     9
                Article 8.      Establishment and Operation of the Business

8.1   Construction of ELITE ROKETA DEALERSHIP.

(a)    If on the Effective Date, the ELITE ROKETA DEALERSHIP has not been constructed, or if a
       building has been constructed at the Approved Location but does not comply with Franchisor’s
       standards in effect for ROKETA DEALERSHIPs, Franchisee shall, at its sole cost and expense,
       promptly cause the ROKETA DEALERSHIP to be constructed, equipped and improved in
       accordance with Franchisor's standards and specifications, using blueprints furnished by an
       architect that Franchisor designates or approves. Modifications to Franchisor's standards,
       specifications and blueprints will customarily be approved only if required by zoning or similar
       laws, mandatory lesser requirements, unique terrain problems or similar matters. Franchisee
       shall employ an architect and general contractor of its own selection, and at its sole cost and
       expense, to prepare such construction drawings and site plans, and to obtain all permits and
       approvals, required to construct, remodel, renovate, and equip the ELITE ROKETA
       DEALERSHIP in accordance with Franchisors standards and specifications and all applicable
       laws, including (in the United States) the Americans with Disabilities Act.

(b)    Franchisee shall commence construction of the ELITE ROKETA DEALERSHIP at the Approved
       Location as soon as possible, but in no event later than six months after the Effective Date.

(c)    Subject only to causes of Force Majeure, Franchisee shall complete construction of the ELITE
       ROKETA DEALERSHIP no later than ten months after commencement of construction. ROKETA
       shall have the right to inspect and examine the ELITE ROKETA DEALERSHIP at reasonable
       times during the construction period for the purpose of ensuring compliance with Franchisor’s
       standards and specifications.

(d)    Franchisee shall commence operation of the ELITE ROKETA DEALERSHIP not later than 16
       months after the Effective Date. When Franchisee commences operation, it will notify ROKETA
       of the date, and ROKETA will insert that date in Attachment B as the Opening Date.

(e)    The time is of the essence for the commencement, completion of construction and opening of the
       ELITE ROKETA DEALERSHIP.

(f)    If Franchisee fails to perform its obligations under this Section 8.1, ROKETA may deem
       Franchisee’s failure a material breach of this Agreement, in which event ROKETA shall notify
       Franchisee to that effect. If Franchisee cures the default within 30 days after ROKETA’s notice,
       the default shall be deemed cured. If, however, Franchisee fails to cure the default within the 30-
       day period, this Agreement shall be deemed terminated without any further notice, as further
       specified in Article 13.

(g)    Section 8.1 only applies to ELITE ROKETA DEALERSHIPS and not to a simple franchise
       operation.

8.2   Reporting of sales.

       Franchisee understands the importance of maintaining proper records and reporting these
       records to ROKETA in a timely fashion. Many of the records are required by state and federal
       laws as well as the Consumer Product Safety Commission, NHTSA and other agencies.
       Franchisee must report each sale in the following manner.




                                                   10
(a)     Each sale to an end user will be reported to ROKETA within 5 business days by the franchisee in
        a manner prescribed by ROKETA in the Operations Manual.
(b)     Franchisee will complete the warranty card in the presence of the End User and will forward the
        warranty card signed by End User to ROKETA in the manner prescribed by ROKETA in the
        Operations Manual.
(c)     Failure to complete the above reports will result in a default by the franchisee.

8.3   Products

(a)     Franchisee shall maintain in sufficient supply, and use and/or sell at all times, only such
        Products and Supplies as meet the standards defined by Franchisor in the Operations Manual
        and as are expressly approved for use and/or sale in writing by Franchisor in regards to “Service,
        repair and Maintenance) items. Franchisee shall sell or offer for sale all types of Products and
        services specified by Franchisor in relation to its products and shall discontinue selling and
        offering for sale any Products or services that Franchisor may, in its sole discretion, disapprove in
        writing at any time in relation to the service, repair and Maintenance of ROKETA products.

(b)     Franchisee shall purchase all Products and all Supplies used or offered for sale by the ROKETA
        DEALERSHIP solely from suppliers who demonstrate, to the continuing reasonable satisfaction
        of Franchisor the ability to meet the standards of Franchisor, who possess adequate quality
        controls and capacity to supply Franchisee’s needs promptly and reliably, who have been
        approved in writing by Franchisor prior to any purchases by Franchisee from any such supplier,
        and who have not thereafter been disapproved in relation to the service, repair and Maintenance
        of ROKETA products.

(c)     Franchisee shall sell, distribute and deliver Products only in such weights, sizes, forms and
        packages as are approved in writing by ROKETA from time to time.

(d)     Franchisor and ROKETA will pass on any rebates either of them receives from suppliers, based
        on volume or usage, to Franchisee on a pro rata basis with all other franchisees entitled to such
        rebate. Copies of rebates and the full purchase volume record will be made available to
        Franchisee on request. Rebates will be paid to Franchisee within 21 days after they are received
        by ROKETA or Franchisor from a supplier. The same penalties and interest charges will apply to
        ROKETA and Franchisor for failure to remit rebates to Franchisee as apply to Franchisee for
        failure to pay Royalties.

(e)     ROKETA may, from time to time, authorize Franchisee to test market products or services, in
        connection with the operation of the ROKETA DEALERSHIP. Franchisee agrees to pay for all
        products and services required for the test marketing, and ROKETA agrees that no additional
        fees for the administration of such test-marketing program will be allotted to Franchisee.
        Franchisee agrees to co-operate with ROKETA in connection with the conduct of such test
        marketing programs and agrees to comply with ROKETA’s rules and regulations established
        from time to time in connection herewith, and further specifically agrees that there will be a start
        and a finish date to such test marketing. If ROKETA does not specifically authorize in writing an
        extension, such test marketing will automatically cease at the designated finish date.

8.4   Commitment of Time

During the Term, Franchisee or a Manager that has satisfied the training requirements of Section 9.1 shall,
devote his full time and best efforts exclusively to the operation of the ROKETA DEALERSHIP. The
ROKETA DEALERSHIP shall be operated during such reasonable minimum hours and days established




                                                     11
by ROKETA from time to time (after consulting with Franchisee and taking into account that customers
visit the ROKETA DEALERSHIP by appointment), but in no event less than the hours and days during
which other ROKETA DEALERSHIPs in Franchisee’s vicinity are typically open and operating. If
Franchisee operates more than one ROKETA DEALERSHIP, Franchisee shall devote his full time efforts
to all such ROKETA DEALERSHIPs, collectively, and shall employ a full time Manager that has satisfied
the training requirements of Section 9.1 to supervise each ROKETA DEALERSHIP.

8.5   Operations Manual

(a)    Franchisee shall operate the ROKETA DEALERSHIP in strict compliance with the standards
       procedures, techniques and management principles described in the Operations Manual.

(b)    In accordance with Regional FRANCHISE DEALERSHIP AGREEMENT, Franchisor has the right
       to modify the Operations Manual at any time and from time to time to add, delete or otherwise
       modify its provisions. All such modifications shall be equally applicable to all similarly situated
       franchisees, and no such modification shall alter Franchisee’s fundamental status and rights
       under this Agreement. Modifications in the Operations Manual shall become effective upon
       delivery of written notice thereof to Franchisee unless a longer period is specified in such written
       notice. The Operations Manual, as modified from time to time, shall be an integral part of this
       Agreement and reference made in this Agreement, or in any amendments, attachments or
       schedules hereto, to the Operations Manual shall be deemed to mean the Operations Manual kept
       current by amendments from time to time. Upon the execution of this Agreement, ROKETA shall
       furnish to Franchisee one copy of the Operations Manual. Upon the expiration or termination of
       this Agreement, Franchisee shall immediately return the Operations Manual to ROKETA.
       Franchisee shall not make, cause or allow to be made, any copies or reproductions of any portion
       of the Operations Manual.

8.6   Insurance

(a)    Prior to commencement of the Term, Franchisee shall procure, and shall maintain in full force
       and effect during the Term, at Franchisee’s expense, an insurance policy or policies protecting
       Franchisee, ROKETA, Franchisor and their respective Affiliates, and their respective officers,
       directors, members, partners and agents against any property damage or loss, liability or expense
       whatsoever arising or occurring at the ROKETA DEALERSHIP or in connection with its
       operation.

(b)    Such policy or policies shall be written by carriers designated by or acceptable to Franchisor who
       have and maintain a Best’s Insurance Guide rating of A/VIII or higher and who are qualified to
       write the required types of insurance in every region in which Franchisor proposes to establish a
       ROKETA DEALERSHIP. Franchisor reserves the right to designate one sole carrier that satisfies it
       standards. If so designated, Franchisee must use this designated carrier unless Franchisee
       proposes and ROKETA and Franchisor approves another insurance carrier that meets the
       qualifications stated in the preceding sentence, and then only if the carrier that Franchisee
       proposes offers a national program for policies with coverage limits, exclusions and deductibles
       comparable to those the designated carrier offers at premium rates more favorable than those the
       designated carrier offers. All insurance policies shall include, at a minimum (except as additional
       coverages and higher policy limits may reasonably be specified by Franchisor from time to time),
       the following:




                                                   12
      (i)     Comprehensive General Liability Insurance, including broad form contractual liability,
              broad form property damage, personal injury, completed operations, and products
              liability, in the amount of $1,000,000 limit per occurrence;

      (ii)    General casualty and property insurance including fire and extended coverage, vandalism
              and malicious mischief insurance with a full replacement value of Franchisee’s inventory
              and contents of the ROKETA DEALERSHIP should terms be extended to Franchisee;

      (iii)   All Risks coverage for the full cost of replacement of the ROKETA DEALERSHIP and all
              improvements on and other property within or relating to the ROKETA DEALERSHIP or
              the ROKETA DEALERSHIP in which ROKETA may have an interest, with co-insurance
              clauses and with a replacement cost clause attached;

      (iv)    Comprehensive motor vehicle insurance (including personal injury protection and
              uninsured motorist protection) for any motor vehicles operated by the ROKETA
              DEALERSHIP that bear the ROKETA trade name, WMI or WMC.

(c)   Such other insurance as may be required by statute or law or which may reasonably be required
      by Franchisor or ROKETA.

(d)   Franchisee may, with the prior written consent of ROKETA, elect to have reasonable deductibles
      in connection with the coverage required under this Section 8.6;

(e)   Franchisee’s obligation to obtain and maintain the foregoing policy or policies in the amounts
      specified shall not be limited in any way by reason of any insurance that may be maintained by
      ROKETA, nor shall Franchisee’s performance of that obligation relieve it of liability under the
      indemnity provisions of Section 16.2.

(f)   All public liability and property damage policies shall contain a provision that ROKETA and
      Franchisor, although named as co-insureds, shall nevertheless be entitled to recover under said
      policies on any loss occasioned to either of them or their servants, agents or employees by reason
      of the negligence of Franchisee or its servants, agents or employees.

(g)   Upon commencement of the Term, and thereafter at least 30 days prior to the expiration of any
      such insurance policy, Franchisee shall deliver to ROKETA Certificates of Insurance evidencing
      the proper coverage with limits not less than those required hereunder. Such Certificates shall
      name both ROKETA and Franchisor and their respective Affiliates, as additional co-insureds, and
      shall expressly provide that any interest therein shall not be affected by any breach by Franchisee
      of any policy provisions for which such Certificates evidence coverage. Further all Certificates
      shall expressly provide that no less than 30 days’ prior written notice shall be given to ROKETA
      in the event of material alteration to, or cancellation of, the coverage evidenced by such
      Certificates.

(h)   Should Franchisee, for any reason, fail to procure or maintain the insurance required by this
      Agreement, as such requirements may be revised from time to time by ROKETA, ROKETA shall
      have the right and authority (without, however, any obligation) immediately to procure such
      insurance and to charge its cost to Franchisee, which charges together with a reasonable fee for
      ROKETA’s expenses in so acting, shall be payable to ROKETA immediately upon notice. The
      foregoing remedies shall be in addition to any other remedies ROKETA may have.




                                                  13
(j)    Each of the parties waives any and all rights of recovery against the other party or against the
       officers, employees, agents, and representatives of the other party for loss of or damage to such
       waiving party or its property or the property of others under its control to the extent that such
       loss or damage is insured against under any insurance policy in force at the time of such loss or
       damage. Franchisee shall, at the time of obtaining the policies of insurance hereunder, give
       notice to its insurance carrier or carriers that the foregoing mutual waiver of subrogation is
       contained in this Agreement.

8.7   Books and Records

(a)    Franchisee shall employ sound financial management practices in connection with the operation
       of the ROKETA DEALERSHIP through the services of such personnel as Franchisee may engage.

(b)    Franchisee shall prepare and maintain, and shall preserve for at least five years from the dates of
       their preparation, full, complete, true and accurate records and books of account in accordance
       with generally accepted accounting principles, consistently applied, including, without
       limitation, original invoices, sales records, sales slips, sales checks, sales reports, cash register
       tapes, records of bank deposits, inventories prepared as of the close of Franchisee’s accounting
       period, income, sales and occupation tax returns, profit and loss statements, general ledger,
       balance sheet, all other reports made to any governmental taxing or regulatory agencies, all other
       original records pertaining to the ROKETA DEALERSHIP, and other pertinent papers and
       documents which permit a determination of the Gross Sales of the ROKETA DEALERSHIP.

(c)    Franchisee shall, if required by ROKETA and only if ROKETA owns or has an interest in the
       ROKETA DEALERSHIP, install and use in the ROKETA DEALERSHIP only cash registers
       designated by ROKETA with communications connections to ROKETA’s computer, a non-
       resettable grand total and non-resettable consecutive transaction numbers the cash registered
       system and off-site sales and data monitoring via modem (“Point of Purchase System”). The cash
       registers’ tapes kept by Franchisee shall identify individual transactions by money amounts
       together with consecutive transaction numbers. Franchisor and ROKETA shall have the right at
       any time to access Franchisee’s Point of Purchase System and all information contained in it for
       any purpose.

8.8   Right of Inspection

ROKETA and Franchisor shall have the right from time to time, and without prior notice to Franchisee, to
send representatives to the ROKETA DEALERSHIP, to inspect Franchisee’s operations, business
methods, service, management, and to determine the quality thereof and the faithfulness of Franchisee’s
compliance with the provision of this Agreement. Franchisee shall co-operate fully with respect to such
inspections.

(a)    In addition, if owned by or if ROKETA has an interest in said Franchise , Franchisee shall permit
       ROKETA and its representative to copy, examine or audit, physically or by electronic or other
       methods, the computers, books of accounts, bank statements, check stubs, customer invoices,
       documents, records, papers, and tax return records (“Financial Records”) of Franchisee at any
       time or times. Upon 15 days prior notice, Franchisee shall deliver photocopies of all Financial
       Records to ROKETA or its representatives at such location as ROKETA may designate. ROKETA
       shall bear the cost of all such inspections, provided that if any such inspection discloses that
       Franchisee has failed to comply with any provision of this Agreement or the Operations Manual
       in a manner that would permit ROKETA to terminate this Agreement if uncured, the direct costs
       of such inspections shall be borne by Franchisee.




                                                    14
8.9    Compliance with Laws

Franchisee shall operate the ROKETA DEALERSHIP in strict compliance with all applicable laws, rules
and regulations of all governmental authorities, shall comply with all applicable wage, hour, and other
governmental laws and regulations (including any and all licensing requirements), and shall prepare, file
and retain all necessary tax returns, and pay promptly all taxes imposed upon Franchisee or upon
Franchisee’s ROKETA DEALERSHIP or property.

8.10   Suggested Prices

ROKETA may advise Franchisee, from time to time, as to the various suggested prices of the Products.
ROKETA and Franchisee agree that any such list or schedule of prices furnished to Franchisee by
ROKETA is by way of recommendation only, and is not to be construed as binding or mandatory upon
Franchisee.

8.11   Cash Registers

In accordance with Section 8.7, and only if such Franchisee is directly owned or operated by ROKETA,
Franchisee shall cause all sales to be registered on an electronic, non-resettable cash register of the type
and having the characteristics specified by ROKETA, and shall provide to ROKETA access to permit
reading of the running total of the Point of Purchase System, specifically including but not restricted to 24
hour modem access, at any time or times at ROKETA’s sole discretion. Franchisee shall repair all
malfunctions immediately and shall follow ROKETA’s policies and procedures as established from time
to time during any period during which the Point of Purchase System is not fully operational. Franchisee
shall provide ROKETA with the serial number of each component Point of Purchase System prior to
using same and shall keep and preserve all cash register tapes, tape readings, and other mechanical or
electronic recordation of cash register readings, for such period of time and in such manner as ROKETA
may from time to time prescribe.

8.12   Participation in ROKETA Inc. Web Site

(a)     Franchisee acknowledges that the Internet is a powerful and expanding medium through which
        business is conducted. Franchisor has established and plans to maintain an Internet website that
        provides information about the ROKETA INC. business concept, the products and services that
        ROKETA DEALERSHIPs offer, and the availability of regional and local franchises for ROKETA
        DEALERSHIPs. Franchisor will have sole discretion and control over the website’s design and
        contents, except that Franchisor will configure the site to accommodate the pages that Section
        8.12(b) describes. Franchisor will have no obligation to maintain the website indefinitely, but may
        dismantle it at any time without liability to Franchisee.

(b)     Franchisor’s website will include a series of interior pages that identify participating franchisees
        and ROKETA DEALERSHIPs by name, address, telephone number and e-mail address. At
        Franchisee’s request and upon Franchisee’s execution of a Terms of Use agreement in a form
        provided by Franchisor or as prescribed in the Operations Manual, Franchisor will include at the
        website one or a series of interior pages devoted to information about Franchisee’s ROKETA
        DEALERSHIP. The page(s) may be developed by Franchisee, at Franchisee’s expense, with a
        template that Franchisor provides and will be subject to Franchisor’s approval prior to posting as
        to form, content and programming quality. Franchisee will not have the capability to modify its
        page(s) except in co-ordination with Franchisor’s Webmaster and in compliance with
        Franchisor’s policies and procedures.




                                                     15
(c)     Franchisor may allocate a reasonable amount, not to exceed $100 per month, of Franchisee’s
        Advertising Fund Fee toward the cost of the website’s maintenance and further development.

(d)     If Franchisee fails to pay when due any fees or other amounts payable to Franchisor under this
        Agreement, Franchisor may temporarily disable Franchisee’s web page(s) until such time as
        Franchisee pays its outstanding obligations in full.

(e)     Franchisee will have no right, license or authority to use any of the Marks on or in connection
        with the Internet, except as stated in and permitted by this Section 8.12

8.13   Participation in ROKETA Inc. Intranet

(a)     Franchisor may, at its option, establish and maintain a so-called Intranet, or similar media,
        through which franchisees may communicate with each other and through which Franchisor
        may disseminate updates to the Operations Manual and other confidential information.
        Franchisor will have no obligation to maintain the Intranet indefinitely, but may dismantle it at
        any time without liability to Franchisee.

(b)     Franchisor will establish policies and procedures for the Intranet’s use. These policies, procedures
        and other terms of use will address issues such as (i) restrictions on the use of abusive,
        slanderous or otherwise offensive language in electronic communications; (ii) restrictions on
        communications between or among Franchisee and other franchisees that endorse or encourage
        breach of any obligations of Franchisee under the FRANCHISE DEALERSHIP AGREEMENT;
        (iii) confidential treatment of materials that Franchisor transmits via the Intranet; (iv) password
        protocols and other security precautions; (v) grounds and procedures for Franchisor’s
        suspending or revoking a franchisee’s access to the Intranet; and (vi) a privacy policy governing
        Franchisor’s access to and use of electronic communications that franchisees post on the Intranet.
        Franchisor expects to adopt and adhere to a reasonable privacy policy. However, Franchisee
        acknowledges that, as administrator of the Intranet, Franchisor can technically access and view
        any communication that any person posts on the Intranet. Franchisee further acknowledges that
        the Intranet facility and all communications that are posted to it will become Franchisor’s
        property, free of any claims of privacy or privilege that Franchisee or any other person may
        assert.

(c)     Upon receipt of notice from Franchisor that the Intranet has become functional, Franchisee agrees
        to purchase and install all necessary additions to the ROKETA DEALERSHIP’ computer system
        and to establish and continually maintain electronic connection with the Intranet that allows
        Franchisor to send messages to and receive messages from Franchisee. Franchisee’s obligation to
        maintain connection with the Intranet will continue until the FRANCHISE DEALERSHIP
        AGREEMENT’s expiration or termination (or, if earlier, until Franchisor dismantles the Intranet).

(d)     Franchisor may allocate a reasonable amount, not to exceed $100 per month, of Franchisee’s
        Advertising Fund Fee toward the cost of the Intranet’s maintenance and further development.

(e)      If Franchisee fails to pay when due any amount payable to Franchisor under this Agreement, or if
Franchisee fails to comply with any policy or procedure governing the Intranet, Franchisor may
temporarily suspend Franchisee’s access to any so called chat room, bulletin board, list serve or similar
feature the Intranet includes until such time as Franchisee fully cures the breach.




                                                    16
                           Article 9.       Other Services or ROKETA

9.1   Training and Supervision

(a)    Unless Franchisee is an existing franchisee of ROKETA as of the Effective Date, ROKETA shall, at
       no extra charge, arrange for two persons to receive initial training in the System and Franchisor’s
       methods of operation. Franchisee and ROKETA must agree on the two people to attend this
       initial training, and one of the two people must be the manager of the ROKETA DEALERSHIP.
       Such initial training program shall consist of:

       (i)     two days or less training at Franchisor’s team headquarters or other site designated by
               Franchisor, provided however, that the timing and schedule of any such training, as well
               as the number of Franchisor trainers, shall be subject to Franchisor’s sole discretion, for
               all initial training (the “Initial Training Program”); and

       (ii)    1 day of training at Franchisee’s ROKETA DEALERSHIP prior to the opening of the
               ELITE ROKETA DEALERSHIP by Franchisee, provided however, that the timing and
               schedule of any such training, as well as the number of ROKETA trainers, shall be subject
               to ROKETA’s sole discretion. Franchisee shall not be responsible for the travel and living
               expenses incurred by such trainer(s) during this initial training at the ROKETA
               DEALERSHIP.

(b)    During the Term, each ROKETA DEALERSHIP manager employed by Franchisee shall attend
       Franchisor's Initial Training Program, unless waived by ROKETA by reason of such manager’s
       prior training and qualifications. Franchisor shall train one new manager employed by
       Franchisee each year during the Term at no additional charge to Franchisee. If Franchisor trains
       any additional managers or other personnel beyond the one new manager each year, Franchisee
       shall pay Franchisor’s standard training fees then in effect. Franchisee, in all cases, shall bear all
       travel and living expenses incurred by all trainees, and neither ROKETA nor Franchisor shall pay
       compensation for any services performed by such trainees in connection with such Initial
       Training Program.

(c)    Franchisor will additionally host one annual training conference for both Franchisees and
       ROKETA DEALERSHIPS. Franchisee agrees that this training is a very important part of the
       business development process, and as such is critical to the business fortunes of all involved.
       Therefore, Franchisee agrees that attendance at such training is compulsory, and further, that all
       reasonable costs of hosting such conferences, not including Franchisor staff wages (the “Annual
       Conference Fees”) not to exceed $100 per person in attendance, will be automatically billed to
       Franchisee. Further, Franchisee agrees to pay the Annual Conference Fees whether or not they
       actually attend a conference.

(d)    ROKETA will additionally host one annual Regional Training Conference for all of its
       franchisees. Franchisee agrees that this training is also a very important part of the business
       development process, and as such is critical to the business fortunes of all involved. Therefore,
       Franchisee agrees that attendance at such training is compulsory, and further, that all reasonable
       costs of hosting such conferences, not including ROKETA or Franchisor staff wages (the “Annual
       Regional Conference Fees”), will be automatically billed to Franchisee and will not exceed $100
       per person attending. Further, Franchisee agrees to pay the Annual Regional Conference Fees
       whether or not anyone from its organization actually attends a conference.




                                                    17
(e)     In addition to the Annual Conferences described in the two preceding paragraphs, ROKETA
        may, from time to time, at its discretion, make available to Franchisee other training courses or
        programs. ROKETA shall have the right to make attendance by Franchisee or the manager of the
        ROKETA DEALERSHIP mandatory with respect to these other courses. With respect to either
        mandatory or optional training courses, Franchisee shall pay all transportation costs, food,
        lodging and similar costs incurred in connection with attendance at such courses. The time and
        place of both mandatory and optional training courses shall be at ROKETA’s reasonable
        discretion.

(f)     ROKETA or Franchisor may, from time to time, at their discretion, cause their field
        representatives to visit Franchisee’s ROKETA DEALERSHIP for the purpose of rendering advice
        and consultation or training with respect to the ROKETA DEALERSHIP, its operation and
        performance, or to determine compliance by Franchisee with System standards. Further,
        Franchisee shall have the right to question ROKETA’s headquarters staff, its field representatives
        and training staff with respect to problems relating to the operation of the ROKETA
        DEALERSHIP, by telephone, electronic mail or correspondence, and ROKETA shall use its best
        efforts to diligently respond to such inquiries.

9.2    Reporting Forms

ROKETA will furnish to Franchisee the standard reporting forms and charts of accounts that Franchisee
is required to use.


                    Article 10.      Assignment and Right of First Refusal

10.1   Assignment by ROKETA

(a)     ROKETA shall have the right to assign this Agreement, and all of its rights and privileges
        hereunder to any other Person without Franchisee’s consent. However, in respect to any
        assignment resulting in the subsequent performance by the assignee of the functions of ROKETA,
        the assignee shall expressly assume and agree to perform such obligations accruing subsequent
        to the date of assignment.

(b)     Without limiting the generality of the foregoing, Franchisee expressly agrees that ROKETA may
        assign this agreement to Franchisor, and upon such assignment Franchisor shall succeed to all
        rights and obligations of ROKETA hereunder, except that Franchisor shall not be liable to
        Franchisee for or on account of any liabilities or obligations of ROKETA that accrued or were
        performable prior to the date of such assignment.

10.2   Assignment by Franchisee

(a)     ROKETA has entered into this in reliance upon and in consideration of the singular personal
        skill, qualifications and trust and confidence reposed in Franchisee or, in the case of a Business
        Entity franchisee, the principal executives who will actively and substantially participate in the
        ownership and management of the ROKETA DEALERSHIP. Therefore, neither Franchisee’s
        interest in this Agreement, nor any interest in the ROKETA DEALERSHIP, nor any interest in a
        Business Entity Franchisee shall be assigned, transferred, given away or encumbered, voluntarily
        or involuntarily, by operation of law or otherwise, directly or indirectly, in any manner, without
        the prior written consent of ROKETA and subject to ROKETA’s right of first refusal as provided
        in Section 10.4.




                                                   18
(b)   Notwithstanding anything herein to the contrary, in the event of the death or legal incapacity of
      Franchisee or, in the case of a business entity Franchisee, an owner of 20% or more of Franchisee’s
      shares, voting power or ownership interest, the transfer of Franchisee’s interest in this Agreement
      or such owner’s stock, voting power or ownership interest, to his heirs, personal representatives
      or conservators, shall require ROKETA’s written consent, but shall not give rise to ROKETA’s
      right of first refusal under Section 10.4. However, such right of first refusal shall apply to any
      proposed transfer or assignment by such heirs, personal representatives or conservators.

(c)   Furthermore, in the event of the death or legal incapacity of Franchisee or any Person who owns
      a 20% or greater equity interest in a Business Entity Franchisee, ROKETA shall, upon written
      request, allow up to 12 months after such death or legal incapacity for the heirs or devisees of
      Franchisee or the equity owner either to assume in writing all of the obligations of Franchisee or a
      principal owner of Franchisee under this Agreement or, if ROKETA withholds consent to such
      transfer, to sell the deceased Person’s interest in the ROKETA DEALERSHIP or Franchisee to a
      purchaser and on conditions approved by ROKETA. If such heirs or devisees fail to assume
      Franchisee’s obligations with ROKETA’s consent or to sell or assign the interest to an approved
      buyer within the 12-month period, this Agreement shall automatically terminate. ROKETA will
      not withhold consent to the transfer of the franchise or interest in Franchisee to a Person’s heirs
      or devisees except on grounds of an heir or devisee’s inability to complete training to ROKETA’s
      reasonable satisfaction.

(d)   Should ROKETA not elect to exercise its right of first refusal, under Section 10.4, or should such
      right of first refusal be inapplicable, ROKETA may impose any reasonable conditions to the
      granting of its consent. The imposition of any or all of the following conditions to its consent to
      any such assignment shall be deemed to be reasonable:

      (i)     That the assignee (or the principal officers, shareholders, directors or partners of the
              assignee in the case of a business entity assignee) demonstrate that the assignee has the
              skills, qualifications and economic resources necessary, in ROKETA’s judgement,
              reasonably exercised, to own and operate the ROKETA DEALERSHIP contemplated by
              this Agreement, and by all other agreements between ROKETA and such assignee, and
              all agreements proposed to be assigned to such assignee;

      (ii)    That the assignee expressly assumes in writing for the benefit of ROKETA all of the
              obligations of Franchisee under this Agreement;

      (iii)   That the assignee shall have completed ROKETA’s training program to ROKETA’s
              reasonable satisfaction;

      (iv)    That as of the date of any such assignment, Franchisee shall have strictly complied with
              all of its obligations to ROKETA, whether under this Agreement or any other agreement,
              arrangement or understanding with ROKETA;

      (v)     That unless ROKETA agrees otherwise in writing, the assignee shall execute an
              assignment of this Agreement (except that the assignee shall not be obligated to pay the
              Franchise Fee and the Term shall expire on the stated expiration date of this Agreement)
              and assignor shall assign to the assignee the lease or sublease for the ROKETA
              DEALERSHIP, as the case may be, and all other agreements relating to the ROKETA
              DEALERSHIP;




                                                  19
        (vi)     That the lessor, or sublessor, if any, of the Approved Location shall have consented to the
                 assignment of the Approved Location lease;

        (vii)    That Franchisee and its transferring owners shall have expressly agreed in writing to
                 comply with the non-competition covenants set forth in Article 11 of this Agreement and
                 with all other post-termination obligations contained herein; and

        (viii)   That Franchisee shall pay to ROKETA a transfer fee of one half the then current franchise
                 fee, which is reasonably required to cover ROKETA’s expenses relating to said
                 assignment and training.

(e)     Notwithstanding anything herein to the contrary, in the event of death or legal incapacity of
        Franchisee or, in the case of a business entity Franchisee, an owner of 20% or more of Franchisee’s
        capital shares, voting power or ownership interest, and the subsequent transfer of the ROKETA
        DEALERSHIP by device or inheritance to the heirs, personal representatives or conservators, no
        transfer fee will be payable.

(f)     If Franchisee is a business entity other than a partnership, the death or legal incapacity of any
        owner of 20% or more of the capital shares or voting power of Franchisee, the issuance of any
        securities by Franchisee, the transfer of 20% or more in the aggregate of the capital shares or
        voting power of Franchisee, by operation of law or otherwise, or any merger, share redemption,
        consolidation, reorganization or recapitalization involving Franchisee, shall be deemed to be an
        assignment of this Agreement within the meaning of this Article 10. If Franchisee is a
        partnership, the legal incapacity, death or withdrawal of any general partner, admission of any
        additional general partner, or the transfer of any general partner’s interest in the property,
        management or profits and/or losses of the partnership shall be deemed to be an assignment
        hereunder.

(g)     If, under a shareholders’ agreement, partnership agreement or otherwise, an assignment involves
        the transfer of a share of the Business Entity to an existing member of the Business Entity, then
        the written consent of ROKETA will not be required to effect the assignment, nor shall
        ROKETA’s right of first refusal arise under Section 10.4.

(h)     Franchisee shall not in any event have the right to pledge, encumber, charge, hypothecate or
        otherwise give any third party a security interest in this Agreement without the express prior
        written permission of ROKETA, which permission may be withheld for any reason whatsoever in
        ROKETA’s sole subjective judgement.

10.3   Franchisee Information

ROKETA shall have the right, but not the obligation, to furnish any prospective assignee with copies of
all financial statements that have been furnished by Franchisee to ROKETA in accordance with this
Agreement during the three-month period prior to the date approval of the proposed assignment,
transfer or sale is sought. ROKETA shall also have the right to advise any prospective assignee of any
uncured breaches or defaults by Franchisee under this Agreement, or any other agreement relating to the
ROKETA DEALERSHIP. ROKETA’s approval of such proposed transaction shall not be deemed a
representation or guarantee by ROKETA that the terms and conditions of the proposed transaction are
economically sound or that, if the transaction is consummated, the assignee will be capable of
successfully conducting the ROKETA DEALERSHIP, and no inference to such effect shall be made from
such approval.




                                                     20
10.4   Right of First Refusal

(a)     Except as expressly provided in Section 10.2, any assignment of this Agreement, or any interest
        herein, shall be subject to ROKETA’s right of first refusal with respect thereto. ROKETA’s said
        right of first refusal shall be exercised in the following manner:

(b)     Franchisee shall serve upon ROKETA a written notice clearly and unambiguously setting forth
        all of the terms and conditions of the proposed assignment and all available information
        concerning the proposed assignee, including but not limited to, information concerning the
        employment history, financial condition, credit history, skill and qualifications of the proposed
        assignee and, in the case of a business entity assignee, of its owners.

(d)     Within 30 days after ROKETA’s receipt of such notice (or if ROKETA requests additional
        information, within 30 days after receipt of such additional information), ROKETA may either
        consent or withhold its consent to such assignment, or, at its option, accept the assignment upon
        the terms and conditions specified in the notice. ROKETA may substitute an equivalent sum of
        cash for any non-cash consideration specified in said notice.

(e)     If ROKETA shall elect not to exercise its right of first refusal and shall consent to such
        assignment, Franchisee shall, subject to the provisions of Section 10.2, be free to assign this
        Agreement to such proposed assignee on the terms and conditions specified in said notice. If,
        however, ROKETA elects not to exercise its right of first refusal and terms shall be materially
        changed, or if more than 90 days shall pass without such assignment occurring, such changed
        terms or lapse of time shall be deemed a new proposal and ROKETA shall again have such right
        of first refusal with respect thereto.


                                  Article 11.     Non-Competition

11.1   General

(a)     During the term of this Agreement, neither Franchisee, nor any personal guarantor, officer,
        director, shareholder or owner of a Business Entity Franchisee, shall either directly or indirectly,
        own, operate, advise, be employed by, or have any interest in any business, wherever located,
        that features competitive products unless approved in writing by ROKETA.

(b)     For one year after the expiration or termination of this Agreement, for any reason, neither
        Franchisee, nor any personal guarantor, officer, director, shareholder or owner of a Business
        Entity Franchisee, shall, either directly or indirectly, own, operate, advise, be employed by, or
        have any interest in any business that features competitive products at or within 10 miles from
        the Approved Location or any then existing ROKETA DEALERSHIP unless approved by
        ROKETA in writing.

(c)     The parties have attempted in Section 11.1(a) and 11.1(b) above to limit Franchisee’s non-compete
        obligations only to the extent necessary to protect ROKETA from unfair competition. The parties
        expressly agree that if the scope or enforceability of Section 11.1(a) or 11.1(b) is disputed at any
        time by Franchisee, a court or arbitrator, may modify either or both of such provisions to the
        extent that it deems necessary to make such provisions enforceable under applicable law.




                                                    21
11.2   Personnel

(a)     During the Term, Franchisee shall not, without the prior written consent of ROKETA, directly or
        indirectly:

        (i)     Employ or attempt to employ any person who at that time is employed, or within the
                prior six months has been employed, by ROKETA, Franchisor, or any Affiliate of either,
                or any other franchisee, including, without limitation, any ROKETA DEALERSHIP
                manager or assistant ROKETA DEALERSHIP manager (“Personnel”);

        (ii)    Induce or attempt to induce any Personnel to leave his or her employment with
                ROKETA, Franchisor, or any parent, subsidiary or affiliated corporation of either, or any
                other Franchisee.

(b)     The prohibitions set forth in Section 11.2 (a) shall also apply for one year after the expiration or
        termination of this Agreement for any reason.


                                     Article 12.     Trade Secrets

12.1   Confidential Information

Franchisee acknowledges that Franchisee’s knowledge of the operation of the ROKETA DEALERSHIP is
and will be derived from information disclosed to Franchisee by ROKETA pursuant to this Agreement
and that certain of that information including, the contents of the Operations Manual, is proprietary,
confidential and constitutes trade secrets of Franchisor.

12.2   Non-Disclosure

Franchisee will maintain the absolute confidentiality of all confidential information during and after the
term of this Agreement and not use any such information in any other business or in any other manner
whatsoever other than for the purposes of operating the ROKETA DEALERSHIP in accordance with this
Agreement.

12.3   Confidentiality Agreements

Franchisee will require all of its officers, directors, owners and management personnel who have access
to the Operations Manual or other confidential information to execute a Confidentiality and Non-
Compete Agreement, whereby the individuals agree to maintain the confidentiality of all information
designated by Franchisor or ROKETA as confidential. Copies of all executed agreements shall be
submitted to ROKETA upon request. The current form is in Attachment D.


                             Article 13.      Default and Termination

13.1   Termination with Notice

(a)     Except as expressly provided below, this Agreement may be terminated by ROKETA for a
        material breach by Franchisee upon 30 days’ written notice, unless Franchisee cures the default
        within the 30-day cure period. Notwithstanding the foregoing, this Agreement may be
        terminated by ROKETA for any default by Franchisee of its obligation, to pay any sums due




                                                    22
        ROKETA under this Agreement or otherwise upon five days’ prior written notice of such default
        and Franchisee’s failure to cure the monetary default within the five-day cure period.

(b)     The description of any default in any notice served by ROKETA upon Franchisee shall in no way
        preclude ROKETA from specifying additional or supplemental defaults in any action, arbitration,
        hearing or suit relating to this Agreement or its termination.

13.2   Immediate Termination without Notice

(a)     ROKETA shall have the right to immediately terminate this Agreement without prior notice to
        Franchisee upon the occurrence of any of the following events, each of which shall be deemed an
        incurable breach of this Agreement:

        (i)      Abandonment - If Franchisee abandons the ROKETA DEALERSHIP. For purposes of
                 this Agreement, “abandon” means: (1) Franchisee’s failure, at any time during the Term,
                 to keep the ROKETA DEALERSHIP open and operating for business for a period of five
                 consecutive days, except as provided in the Operations Manual or unless such failure to
                 operate is due to an event or condition of Force Majeure, or (2) Franchisee’s failure to
                 actively and continuously maintain and answer the ROKETA DEALERSHIP’s telephone.

        (ii)     Bankruptcy and Insolvency - If (1) Franchisee becomes insolvent, admits his inability to
                 meet his financial obligations as they become due, or enters into liquidation (either
                 compulsory or voluntary); (2) Franchisee allows a judgement against him in the amount
                 of more than $1,000 to remain unsatisfied for more than 30 days; (3) if an administrative
                 order is made against Franchisee or an administrative receiver is appointed in respect of
                 all or a part of his assets; or (4) Franchisee allows or permits any judgement to be entered
                 which arises out of or relating to the operation of the ROKETA DEALERSHIP.

        (iii)    Misconduct - Franchisee is convicted of any serious crime, or its actions or conduct have
                 a clear and distinct adverse effect on the System, the Marks or Franchisor’s goodwill.

        (iv)     Unauthorized Assignment - If Franchisee or the owner of an interest in Franchisee
                 purports to sell, assign, transfer or encumber this Agreement, the franchise for the
                 ROKETA DEALERSHIP or an interest in Franchisee without ROKETA’s prior written
                 consent in violation of Article 10.

        (v)      Knowing Underreporting - If an audit or investigation conducted by ROKETA pursuant
                 to Sections 8.2 and 8.7 discloses that Franchisee knowingly understated its Gross Sales.

        (vi)     Repeated Defaults - If Franchisee defaults in any material obligation as to which
                 Franchisee has previously received a notice of default from ROKETA within the
                 preceding 12 months, such repeated course of conduct shall itself be grounds for
                 termination of this Agreement without further notice or opportunity to cure.

        (vii)     Misrepresentation - If Franchisee makes any material misrepresentations relating to the
                 acquisition or transfer of the ROKETA DEALERSHIP or if Franchisee engages in conduct
                 that reflects materially and unfavorably upon the operation and reputation of the
                 ROKETA DEALERSHIP or System.

        (viii)   Violation of Law - If Franchisee fails, for a period of 10 days after having received
                 notification of non-compliance from ROKETA or any governmental or quasi-




                                                     23
                governmental agency or authority, to comply with any law or regulation applicable to
                the operation of the ROKETA DEALERSHIP.

        (ix)    Misuse of Confidential Information – If Franchisee makes any unauthorized use,
                duplication or disclosure of any Confidential Information of the Marks or the Operations
                Manual.

        (x)     In addition, ROKETA will have the right to terminate this Agreement effective on notice
                to Franchisee if the Regional FRANCHISE DEALERSHIP AGREEMENT between
                Franchisor and ROKETA expires without renewal or is terminated for any reason
                whatsoever and Franchisor does not assume or assign ROKETA’s obligations under this
                Agreement.

13.3   Cross-Default

Any default by Franchisee under this Agreement, or under any other agreement between Franchisee and
ROKETA or any Affiliate, or a default by Franchisee of its obligations to any co-op advertising of which
he is a member, shall be deemed to be a default of each such agreement. Furthermore, in the event of
termination, for any cause, of this Agreement or any other agreement between the parties, ROKETA may,
at its option, terminate any or all said agreements.

13.4   Franchisee’s Termination Rights

Franchisee shall have the right to terminate this Agreement if ROKETA breaches any material provision
of this Agreement, provided Franchisee has given ROKETA written notice setting forth the alleged
breach in detail and ROKETA fails to correct the alleged breach within 30 days after having been given
such written notice.


  Article 14.     Further Obligations And Rights Of The Parties Upon Termination Or
                                        Expiration

14.1   ROKETA’s Rights

(a)     In the event of expiration or termination of this Agreement, whether by reason of default, lapse of
        time, or other cause, Franchisee shall:

        (i)     immediately discontinue the use of the Marks;

        (ii)    not thereafter operate or do business under any name or in any manner that might tend
                to give the general public the impression that Franchisee is operating a business as a
                franchisee of ROKETA and shall promptly take such action as ROKETA may direct to
                prevent any possible confusion in the mind of the public as to Franchisee’s non affiliation
                with ROKETA, including, repainting the ROKETA DEALERSHIP premises and fixtures
                in a color scheme dissimilar to that of ROKETA’s, removal of signage, advertising,
                exterior building treatments and neon strips and other fixtures and furnishings that
                might tend to cause the public to associate Franchisee with the System;

        (iii)   immediately return the Operations Manual and all other manuals, bulletins, instruction
                sheets, and supplements and copies thereof to ROKETA;




                                                    24
        (iv)    cause the telephone numbers and all related telephone directory listings to be assigned to
                ROKETA, or its designee, or terminate all such telephone numbers and listings, as
                required by ROKETA pursuant to 14.4 below;

        (v)     return all unused Products that are proprietary to the ROKETA DEALERSHIP and still in
                reusable or resaleable condition, upon receipt of which ROKETA shall repurchase from
                Franchisee at Franchisee’s actual cost all proprietary products which are in reusable or
                resaleable condition, subject to ROKETA’s right of set-off for any amounts any which
                remain due but unpaid by Franchisee to ROKETA; and

        (vi)    not thereafter use, in any manner, or for any purpose, directly or indirectly, any of trade
                secrets, trade dress, coaching methods, procedures, techniques, or materials acquired by
                Franchisee by virtue of the relationship established by this Agreement, including,
                without limiting the generality of the foregoing,:

                A.      all manuals, bulletins, instruction sheets, and supplements thereto,

                B.      all forms, advertising matter, marks, devices, insignia, slogans and designs used
                        from time to time in connection with the ROKETA DEALERSHIP, and

                C.      all Product lists, specifications or standards.

                D.      all customer lists that have not already been supplied to ROKETA in the effect of
                        ROKETA’s warranty and/or services. This section is require by law and not
                        ROKETA and must be adhered to.

14.2   Termination without Prejudice

The expiration or termination of this Agreement shall be without prejudice to the rights of ROKETA
against Franchisee and such expiration or termination shall not relieve Franchisee of any of its obligations
to ROKETA existing at the time of expiration or termination or terminate those obligations of Franchisee
which, by their nature, survive the expiration or termination of this Agreement.

14.3   Assignment of Lease for Approved Location

If the ROKETA DEALERSHIP is not leased from ROKETA, and if this Agreement is terminated, or if it
expires for any reason, Franchisee shall, upon ROKETA’s request, assign all of its right, title and interest
in and to the lease for the ROKETA DEALERSHIP to ROKETA, subject only to the prior consent of the
lessor or sublessor as the case maybe.

14.4   Telephone Numbers

Franchisee acknowledges that there will be substantial confusion in the mind of the public if, after the
expiration or termination of this Agreement, Franchisee continues to use the telephone numbers listed in
a phone directory under the name “ROKETA”. Therefore, Franchisee shall execute the “Conditional
Assignment of Franchisee’s Telephone Number” attached as Attachment E at the time it signs this
Agreement, and further agrees that within seven days after the expiration or termination of this
Agreement for any reason whatsoever, Franchisee shall execute all documents necessary or proper in
ROKETA’s judgement to transfer the right to use and control the telephone numbers pertaining to the
ROKETA DEALERSHIP to ROKETA or its designee and will direct the telephone company servicing the
ROKETA DEALERSHIP to transfer the telephone numbers listed for the ROKETA DEALERSHIP, to
ROKETA or to such person and at such location as ROKETA shall direct.



                                                     25
                      Article 15.      Governing Law; Dispute Resolution

15.1   Governing Law

Except as otherwise stipulated in Sections 15.2(c)(ix) and 15.2(e), this Agreement shall for all purposes be
governed by and interpreted and enforced in accordance with the laws of the state of in which the
ROKETA DEALERSHIP is located, except that its conflicts of law rules shall not apply.

15.2   Dispute Resolution

(a)     The parties agree to use their best efforts to resolve and settle by direct, private negotiation any
        claim, controversy or dispute (a "Dispute") that arises under or in relation to this Agreement or
        that concerns the relationship this Agreement creates.

(b)     If a Dispute develops between ROKETA and Franchisee (or any owner of Franchisee or
        guarantor of Franchisee’s obligations), and the parties cannot resolve and settle the Dispute
        between themselves within 60 days after one party gives the other written notice that a Dispute
        exists, the parties involved in the Dispute mutually agree to submit the Dispute to non-binding
        mediation, as follows:

        (i)     Mediation shall occur in the ROKETA DEALERSHIP before a single mediator, using the
                mediation rules of a professional dispute-resolution organization selected by ROKETA
                and reasonably acceptable to the other party (the "Mediation Organization"). Franchisee
                agrees to provide a reasonably sized, private and secure space in the ROKETA
                DEALERSHIP for the exclusive use of ROKETA and its negotiating team. If the parties
                involved in the Dispute cannot agree on a Mediation Organization, they will use the
                mediation rules of the National Franchise Mediation Program.

        (ii)    The parties involved in the Dispute shall jointly select a mediator from the panel of
                mediators maintained by the Mediation Organization. The mediator must be either a
                retired judge or a person experienced in business format franchising or franchise law
                who has no prior business or professional relationship with any party to this Agreement
                or their principals. If the parties involved in the Dispute are unable to agree on a
                mediator within 30 days after the Dispute is submitted to mediation, the Mediation
                Organization will select a mediator who possesses the indicated qualifications.

        (iii)   Franchisee will provide suitable space for the mediation in the ROKETA DEALERSHIP
                without charge, and the parties involved in the Dispute will share the mediation filing
                fee equally. The parties will otherwise separately bear their own costs and expenses
                (including legal fees) of participating in the mediation process. Each party involved in
                the Dispute agrees to send at least one representative to the mediation conference who
                has authority to enter into binding contracts on that party’s behalf. Each party involved
                in the Dispute further agrees to sign a confidentiality agreement that exempts the
                mediator from disclosing, orally or in writing, any information another party discloses to
                the mediator in confidence at any stage of the mediation process.

        (iv)    If any party involved in a Dispute fails or refuses to participate in mediation in
                accordance with this Section 15.2(b), the other party shall be entitled to submit the
                Dispute to binding arbitration immediately in accordance with Section 15.2(c).




                                                    26
(c)   If the parties involved in a Dispute cannot fully resolve and settle it through mediation within 30
      days after the mediation conference concludes, all unresolved issues involved in the Dispute shall
      be submitted to binding arbitration, as follows:

              (i)     Any party involved in the Dispute may make a demand for arbitration.

              (ii)    Arbitration proceedings shall be conducted in the city in which the Arbitration
                      Site is located before a single arbitrator, using the facilities and commercial
                      arbitration rules of the Mediation Organization or another professional dispute-
                      resolution organization selected by ROKETA and reasonably acceptable to the
                      other party (the "Arbitration Organization"). If ROKETA selects an Arbitration
                      Organization other than the Mediation Organization and any party involved in
                      the Dispute reasonably objects to ROKETA’s choice, the parties involved in the
                      Dispute will use the American Arbitration Association’s facilities and
                      commercial arbitration rules.

              (iii)   The Arbitration Organization’s expedited arbitration procedure shall apply to
                      the arbitration proceedings. To the greatest extent permitted by law, ROKETA
                      and Franchisee waive the application of all rules of discovery and evidence the
                      Arbitration Organization’s expedited procedure does not expressly make
                      applicable.

              (iv)    The parties involved in the Dispute shall jointly select an arbitrator from the
                      panel of arbitrators maintained by the Arbitration Organization. The arbitrator
                      must be either a retired judge or an attorney experienced in the practice of
                      franchise law who has no prior business or professional relationship with any
                      party to this Agreement or their principals. If the parties involved in the Dispute
                      are unable to agree on an arbitrator within 30 days after the arbitration demand
                      is filed, the Arbitration Organization will select an arbitrator who possesses the
                      indicated qualifications.

              (v)     The arbitrator shall apply the express provisions of this Agreement in
                      determining his or her award and shall not apply any rule of law or contract
                      interpretation that would have the effect of nullifying any express provision of
                      this Agreement. Notwithstanding any contrary rule of the Arbitration
                      Organization, the arbitrator shall have no authority to award consequential,
                      exemplary or punitive damages against any party or to enter an injunction or
                      grant other equitable relief against any party.

              (vi)    Each party to an arbitration proceeding shall submit any claim that would
                      constitute a compulsory counterclaim (as defined in the then current equivalent
                      of Rule 13 of the Federal Rules of Civil Procedure) to another party’s claim to
                      arbitration in the same proceeding as the claim to which it relates. Any
                      compulsory counterclaim that is not submitted shall be barred.

              (vii)   Each arbitration proceeding shall be conducted on an individual and not a joint
                      or class basis; no arbitration proceeding initiated pursuant to this Agreement
                      shall be consolidated with any other arbitration proceeding involving ROKETA,
                      Franchisor or any other Person.




                                                  27
                (viii)    The arbitrator’s award shall be final and binding on all parties involved in the
                          Dispute, and no party shall have any right to contest or appeal the arbitrator’s
                          award except on the grounds expressly provided by the United States Federal
                          Arbitration Act (the "Arbitration Act"). The party who demands arbitration shall
                          pay the arbitration filing fee, but the parties will otherwise separately bear their
                          own costs and expenses (including legal fees) of participating in the arbitration
                          process. Responsibility for the arbitrator’s fees and expenses shall be determined
                          as part of the arbitrator’s award. If any party fails to appear at any properly
                          noticed arbitration proceeding, an award may be entered against that party,
                          notwithstanding the resultant inability of the party to present or defend a claim.

                (ix)      The procedures contemplated by and the enforceability of this Section 15.2(c)
                          shall be governed by the Arbitration Act and shall be interpreted and enforced in
                          accordance with United States federal judicial interpretations of the Arbitration
                          Act.

(d)     Notwithstanding Sections 15.2(a), (b) and (c), ROKETA shall not be obligated to mediate or
        arbitrate (i) any claim arising from Franchisee’s alleged infringement of the Marks or the
        Copyrighted Materials, or other alleged misappropriation of Franchisor’s intellectual property, or
        (ii) any breach of this Agreement or other conduct that causes or is likely to cause irreparable
        harm or immediate injury to ROKETA, Franchisor or the System.

(e)     The parties agree that any action based on infringement of any of the Marks or Copyrighted
        Materials, or misappropriation of Franchisor’s other intellectual property shall be governed by
        and interpreted and enforced in accordance with the United States Trademark (Lanham) Act or
        the United States Copyright Act (whichever applies to the particular action), and shall be litigated
        in any federal District Court sitting in the capitol city of the state in which the ROKETA
        DEALERSHIP is located. The parties further agree to submit to the jurisdiction and venue of any
        such federal District Court and that service of process by certified mail, return receipt requested,
        shall be sufficient to confer in personal jurisdiction over them in connection with any intellectual
        property litigation.


                         Article 16.     General Conditions and Provisions

16.1   Relationship of Franchisee to ROKETA

The parties intend by this Agreement to establish between ROKETA and Franchisee the relationship of
franchisor and franchisee. Nothing in this Agreement authorizes Franchisee to make any contract,
agreement, warranty, or representation on behalf of ROKETA, or to incur any debt or other obligation in
the name of ROKETA; and ROKETA shall not, in any event, assume liability for, or be deemed liable as a
result of, any such action; nor shall ROKETA be liable by reason of any act or omission of Franchisee in its
operation of the ROKETA DEALERSHIP or for any claim or judgement arising therefrom. Except as
expressly provided herein, Franchisee has no authority to create or assume in ROKETA’s name or on
behalf of ROKETA, any obligation, express or implied, or to act or purport to act as agent or
representative on behalf of ROKETA for any purpose whatsoever. In no event shall either party be
deemed to be fiduciaries of the other. Neither ROKETA nor Franchisee is the employer, employee, agent,
partner or co-venturer of or with the other, each being independent contractors. Franchisee agrees that
he will not hold himself out as the agent, employee, partner or co-venturer of ROKETA, or as having any
of the aforesaid authority. All employees hired by or working for Franchisee shall be the employees of




                                                      28
Franchisee and shall not, for any purpose, be deemed employees of ROKETA or subject to ROKETA
control.

16.2   Indemnification

(a)     Franchisee shall protect, defend, save and indemnify ROKETA, Franchisor, and their respective
        Affiliates, associates, officers, directors, shareholders, employees, agents, attorneys and designees
        and hold them harmless from and against any and all actions, causes of action, suits, proceedings,
        fines, penalties, charges, costs and expenses, including but not limited to reasonable attorneys’
        fees, court costs, losses, debts, liabilities, damages, claims and demands of every kind or nature
        on account of any actual or alleged loss, injury or damage to any person, firm or corporation or to
        any property resulting from, arising out of or connected with the operation of Franchisee’s
        ROKETA DEALERSHIP, Franchisee’s breach of any obligation hereunder, or other wrongful
        conduct.

(b)     ROKETA shall protect, defend, save and indemnify Franchisee and its Affiliates, associates,
        officers, directors, shareholders, employees, agents, attorneys and designees and hold them
        harmless from and against any and all actions, causes of action, suits, proceedings, fines,
        penalties, charges, costs and expenses, including but not limited to reasonable attorneys’ fees,
        court costs, losses, debts, liabilities, damages, claims and demands of every kind or nature on
        account of any actual or alleged loss, injury or damage to any person, firm or corporation or to
        any property resulting from, arising out of ROKETA’s failure to perform its obligations under
        this Agreement in accordance with the standards that apply to the conduct of a reasonable
        prudent business person, or from other wrongful conduct.

16.3   ROKETA’s Right to Cure Default

In addition to all other remedies herein granted, if Franchisee shall default in the performance of any of
its obligations or breach any term or condition of this Agreement or any related agreement, ROKETA
may, at its election, without waiving any claim for breach hereunder and without notice to Franchisee,
cure such default for the account and on behalf of Franchisee, and the cost to ROKETA shall be payable
on demand.

16.4   Waiver and Delay

No waiver by ROKETA of any breach or series of breaches or defaults in performance by Franchisee, and
no failure, refusal or neglect of ROKETA to exercise any right, power or option given to it hereunder or
under any other FRANCHISE DEALERSHIP AGREEMENT between ROKETA and Franchisee, whether
entered into before, after or contemporaneously with the execution here of (and whether or not related to
the ROKETA DEALERSHIP) or to insist upon strict compliance with or performance of Franchisee’s
obligations under this Agreement, any other FRANCHISE DEALERSHIP AGREEMENT between
ROKETA and Franchisee, whether entered into before, after or contemporaneously with the execution of
this Agreement (and whether or not related to the ROKETA DEALERSHIP), shall constitute a waiver of
the provisions of this Agreement with respect to any subsequent breach or a waiver by ROKETA of its
right at any time thereafter to require strict compliance with the provisions of this Agreement.

16.5   Survival of Covenants

The covenants in this Agreement, which, by their terms require performance by the parties after the
expiration or termination of this Agreement, shall be enforceable notwithstanding the expiration or other
termination of this Agreement.




                                                     29
16.6   Successor and Assigns

This Agreement shall be binding upon and inure to the benefit of the successors and assigns of ROKETA
and shall be binding upon and inure to the benefit of Franchisee and his or their respective heirs,
executors, administrators, successors and assigns, subject to the restrictions on assignment contained
herein.

16.7   Joint and Several Liability

If Franchisee consists of more than one person or entity, or a combination thereof, the obligations and
liabilities of each such person or entity to ROKETA are joint and several.

16.8   Governing Law

Except as otherwise stipulated in Sections 15.2(c)(ix) and 15.2(e), this Agreement shall be governed by
and construed in all respects in accordance with the laws of the state in which the ROKETA
DEALERSHIP is located (excluding its choice of law principles), and each party hereby submits to the
exclusive jurisdiction of the courts in that state that have the power to enforce an arbitration award.

16.9   Entire Agreement

This Agreement, the Operations Manual and attached Exhibits contain all of the terms and conditions
agreed upon by the parties with reference to the subject matter hereof. No other agreements, written or
oral, shall be deemed to exist or to bind any of the parties and all prior agreements, understandings and
representations, are merged into and superseded by this Agreement. Each party represents to the other
that there are no contemporaneous agreements or understandings between them relating to the subject
matter of this Agreement that are not contained herein. No officer or director, employee or agent of
ROKETA has any authority to make any representation or promise not contained in this Agreement, and
the parties agree that each has executed this Agreement without reliance upon any such representation or
promise. This Agreement cannot be modified or changed except by written instrument signed by all of
the parties.

16.10 Titles for Convenience; Gender

Article and Section titles used in this Agreement are for convenience only and shall not be deemed to
affect the meaning or construction of any part of this Agreement. All terms used in any number or
gender shall extend to mean and include any other number and gender as the facts, context, or sense of
this Agreement may require.

16.11 Force Majeure

Neither Franchisor, ROKETA nor Franchisee shall be liable to the other, or be deemed in breach or
default of any obligations contained in this Agreement, for any delay or failure of delivery attributable to
a condition or event of Force Majeure. If Franchisor or ROKETA is unable to supply the full requirements
of all ROKETA DEALERSHIPs, each shall endeavour to apportion available products and supplies
equitably among the ROKETA DEALERSHIPs.

16.12 Severability

Nothing in this Agreement shall be construed as requiring the commission of any act contrary to law.
Whenever there is any conflict between any provisions of this Agreement and any applicable law, the
latter shall prevail, but in such event the provisions of this Agreement or the Operations Manual thus



                                                    30
affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of
the law. In the event that any part, article, section, sentence or clause of this Agreement shall be held to
be indefinite, invalid or otherwise unenforceable, the indefinite, invalid or unenforceable provision shall
be deemed deleted, and the remaining part of this Agreement shall continue in full force and effect.

16.13 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original and all of which together shall be deemed to be one and the same instrument.

16.14 Fees and Expenses

Should any party commence any action or proceeding for the purpose of enforcing, or preventing the
breach of, any provision hereof, whether by arbitration, judicial or quasi-judicial action or otherwise, or
for damages for any alleged breach of any provision hereof, or for a declaration of such party’s rights or
obligations hereunder, then the prevailing party shall be reimbursed by the losing party for all costs and
expenses incurred in connection therewith, including, but not limited to, reasonable attorneys’ fees for the
services rendered to such prevailing party.

16.15 Notices

All written notices and reports permitted or required to be delivered by the parties pursuant hereto shall
be deemed so delivered at the time delivered by hand, on the date of transmission by facsimile, telegraph
or other electronic system including email; three days after deposit in the United States or Canadian mail,
via registered or certified mail, return receipt requested; or one business day after placement with Federal
Express, or other reputable air courier service, requesting delivery on the most expedited basis available,
postage prepaid and addressed as follows:

                To:     ROKETA
                        2041 S. Turner Ave
                        Ontario, CA 91761
                        Att: Mike Turber

                With copy to FRANCHISOR:

                To:     FRANCHISEE: the address for notices shown in Attachment B


Any of the foregoing may change his or its address by giving ten (10) days prior written notice of such
change to all other parties.

16.16 Right of Offset

Notwithstanding any other provision of this Agreement, upon the failure of Franchisee to pay any sums
of money due to ROKETA or Franchisor, or any of their parent, subsidiary or affiliated corporations with
whom Franchisee has any dealing, as and when due, ROKETA or Franchisor may, at their election,
deduct all such sums remaining unpaid from any monies or credit held by them for the account of
Franchisee.

16.17 Time of Essence

Time is of the essence in the performance of this Agreement.



                                                    31
16.18 Business Entity Franchisee

(a)    If Franchisee is a Business Entity there is set forth below the name and address of each
       shareholder or limited partner or owner, as applicable of Franchisee:

                NAME                           ADDRESS                       NUMBER OF SHARES
                                                                             OR       PERCENTAGE
                                                                             INTEREST




Attach as needed…

(b)    If Franchisee is a Business Entity there is set forth below, the name and address of each executive
       officer or general partner, as applicable of Franchisee:

                NAME                                          ADDRESS




Attach as needed…



(c)    The address where Franchisee’s Financial Records, and corporate or partnership records are
       maintained is:




Attach as needed…




                                                   32
(d)     If Franchisee is a Business Entity, set forth below, are the names, addresses and titles of
        Franchisee’s principal executives who will be devoting their full time to the ROKETA
        DEALERSHIP:

                 NAME                          TITLE                          ADDRESS




Attach as needed…



(e)     Franchisee shall notify ROKETA in writing within 10 days of any change in the information set
        forth in this Section.

(f)     If Franchisee is a Business Entity, each owner of an equity interest in Franchisee shall guarantee
        the payment by Franchisee of its monetary obligations under this Agreement by signing the form
        of Personal Guarantee attached as Attachment C.


                            Article 17.     Submission of Agreement

17.1   General

The submission of this Agreement does not constitute an offer and this Agreement shall become effective
only upon the execution thereof by ROKETA and Franchisee. THIS AGREEMENT SHALL NOT BE
BINDING ON ROKETA UNLESS AND UNTIL IT SHALL HAVE BEEN ACCEPTED AND SIGNED BY
THE PRESIDENT OF ROKETA and with a co signature of Mike Tuber who is acting as Marketing
Director and without his signature this agreement and any subsequent agreement are VOID.


                                Article 18.     Acknowledgements

Franchisee acknowledges and agrees that this Agreement, together with any duly executed amendment
or addendum attached to this Agreement, contains the entire agreement between the parties with respect
to the ROKETA DEALERSHIP, and that it supersedes any prior or contemporaneous agreements
between the parties, written or oral, with respect to the ROKETA DEALERSHIP.
____________ [FRANCHISEE’S INITIALS]

Franchisee confirms and acknowledges that no written or oral agreements, promises, commitments,
undertakings or understandings were made to or with Franchisee that are not expressly set forth in this
Agreement and any duly executed amendment or addendum attached to this Agreement.
____________ [FRANCHISEE’S INITIALS]




                                                   33
Franchisee confirms and acknowledges that no person representing Franchisor or ROKETA made any
oral, written or visual claim, presentation or representation to Franchisee that stated or suggested that the
ROKETA DEALERSHIP might attain any actual, projected or forecasted level of sales, income or profits.
____________ [FRANCHISEE’S INITIALS]

Franchisee confirms and acknowledges that no representation, warranty, guaranty or promise other than
those expressly set forth in this Agreement and in the Franchise Offering Circular Company delivered to
Franchisee was made by Franchisor, ROKETA or any other person to induce Franchisee to sign this
Agreement. Franchisee recognizes that neither Franchisor, ROKETA nor any other party can guarantee
Franchisee’s business success or state the exact costs of opening and operating an ROKETA
DEALERSHIP, and that such success and costs will depend primarily upon Franchisee’s own efforts and
business ability.     Franchisee also recognizes that any new business venture is speculative.
____________ [FRANCHISEE’S INITIALS]

Franchisee acknowledges that no document will be binding on ROKETA unless it is signed on ROKETA’s
behalf by its President and Mike Turber acting as Marketing Director.
____________ [FRANCHISEE’S INITIALS]

Franchisee acknowledges that this Agreement creates an arm’s length commercial relationship that
cannot and will not be transformed into a fiduciary or other “special” relationship by course of dealing,
by any special indulgences or benefits that Franchisor or ROKETA bestows on Franchisee, or by inference
from a party’s conduct.

___________ [FRANCHISEE’S INITIALS]



                             [Continued, and to be signed, on the next page.]




                                                     34
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the first
date set forth above.




                                                    ROKETA:



                                                    _________________________________

                                                    a California corporation

                                                    By_______________________________

                                                    Its_______________________________

                                                    Date_____________________________

                                                    And

                                                    By_______________________________

                                                    Its_______________________________

                                                    Date_____________________________

                                                    This section not valid unless signed by
                                                    Kening Ma and Mike Turber.




                                              35
     FRANCHISEE:



     _________________________________

     By_______________________________

     Its_______________________________

     Date_____________________________


     _________________________________
                                   an Individual

     _________________________________
                                   an Individual

     _________________________________
                                   an Individual
                              Attach if necessary




36
                                         ATTACHMENT A
GLOSSARY OF TERMS

The following terms are used in the preceding FRANCHISE DEALERSHIP AGREEMENT (the
“Agreement”) with the meanings assigned in this Glossary.

      Advertising Fund means a central advertising fund that Franchisor will establish with the
      contributions that Franchisor receives from ROKETA DEALERSHIP franchisees in accordance
      with Sections 5.3 and 7.3 of the FRANCHISE DEALERSHIP AGREEMENT.

      Advertising Fund Fee has the meaning assigned in Section 5.3 and is outlined in Operations
      Manual and refered to as Co-Op Advertising.

      Affiliate means a Person that controls, is controlled by or is under common control with another
      Person.

      ROKETA DEALERSHIP means a Franchise Location designed and built to Franchisor’s
      specifications or an existing location that is approved by ROKETA that offers Services in
      accordance with the System and in association with the Marks.

      Approved Location means the site at which Franchisee is authorized to operate the ROKETA
      DEALERSHIP.

      Arbitration Site means the city closest in driving distance to the ROKETA DEALERSHIP that has
      a population of 1,000,000 or more residents. If the ROKETA DEALERSHIP is located in a city of
      that size, that city will serve as the Arbitration Site.

      Business Day means any day other than Saturday, Sunday or a holiday on which nationally
      chartered banks are authorized to close.

      Business Entity means a corporation, a general or limited partnership or a limited liability
      company.

      Charter Documents means a corporation’s articles of incorporation, by-laws and shareholders
      agreement (if any); a partnership’s partnership agreement and, in the case of a limited
      partnership, its articles of limited partnership; and a limited liability company’s articles of
      association and regulations or operating agreement.

      Copyrighted Materials refers to and includes all versions, variations and adaptations of the
      following materials in tangible form, either produced by Franchisor, produced on its behalf as
      works for hire, or derived from works produced by or on behalf of Franchisor: (i) all manuals
      used in a ROKETA DEALERSHIP’s development, operation and marketing activities, including
      the Operations Manual, (ii) training materials (including printed, audio, video or electronic
      materials), (iii) ROKETA DEALERSHIP plans and specifications that are works for hire, (iv)
      posters and photographs displayed in a ROKETA DEALERSHIP’s interior, (v) advertising and
      marketing materials, (vi) the design, layout and graphics of any Internet website developed by
      Franchisor or as a work for hire, (vii) labels, forms and reports provided by Franchisor, (viii) any
      computer software developed by Franchisor or as works for hire for use in the operation of
      ROKETA DEALERSHIPs, and (ix) any other materials protected by copyright law or marked or
      identified by Franchisor as protected by copyright.




                                                  37
Effective Date means the date ROKETA signs the Agreement, as indicated in its signature block.

Force Majeure means and includes war, riot, strikes, materials shortages, fires, floods,
earthquakes, and other acts of God, or governmental action or force of law, but excluding a
shortage of funds, which results in the inability of Franchisor, ROKETA or Franchisee to
construct or operate the ROKETA DEALERSHIP or otherwise perform an obligation under this
Agreement, and which the party responsible for performance could not by the exercise of due
diligence have avoided.

Franchise Fee has the meaning assigned in Section 5.1.

Franchisor means ROKETA Inc., AN ANY STATE limited liability company.

Gross Sales means the aggregate revenues the ROKETA DEALERSHIP receives from the sale or
provision of Products, whether for cash or on credit, and whether at the ROKETA DEALERSHIP
or at or from any other location, less applicable sales taxes that Franchisee collects and remits,
and valid coupon credits and employee discounts deducted from revenues initially recorded as
Gross Sales, but without deduction of any other costs or expenses whatsoever.

Gross Sales Reports means and collectively includes the Daily Sales Reports, the Weekly Sales
Reports and the Monthly Sales Reports.

Initial Training Program has the meaning assigned in Section 9.1(a)(i).

Internet means and includes the Internet, the World Wide Web and any similar means or
instrumentality of electronic communication.

Manager means an individual appointed by Franchisee to supervise and manage all aspects of
the ROKETA DEALERSHIP’s day-to-day operations and with whom Franchisor and its staff may
deal exclusively for purposes of administering and coordinating the franchise relationship.
Franchisee’s first Manager is identified in Attachment B to the Agreement.

Marks refers to and includes (i) the ROKETA Inc. trademark, service mark and logo, (ii) the
ROKETA Inc. trade name(s), (iii) the elements and components of a ROKETA DEALERSHIP’s
Trade Dress, and (iv) any and all additional or different trade names, trademarks, service marks,
logos and slogans that Franchisor adopts to identify the ROKETA Inc. franchise system and the
products and services that ROKETA DEALERSHIPs offer.

Opening Date means the date the ROKETA DEALERSHIP first opens for commerce with the
general public, as indicated in the notice that Franchisee must furnish to Franchisor in accordance
with Section 8.1(d).

Operations Manual means and collectively includes all manuals, policy statements, directives,
bulletins, term and conditions and memoranda that contain prescribed or recommended
specifications, standards, procedures, policies and advice relating to a ROKETA DEALERSHIP’s
operation and management and to marketing the services and products that ROKETA
DEALERSHIPs offer. The Operations Manual discloses the principle elements of Franchisor’s
proprietary System, and its contents are and shall remain Franchisor’s exclusive property.

Person means an individual or a Business Entity.




                                            38
Point of Purchase System has the meaning assigned in Section 8.7(c).

Products mean the following products and services:
       (i)     Any and all tangible or intangible products produced, manufactured or caused
               to enter commerce by ROKETA.

Regional FRANCHISE DEALERSHIP AGREEMENT means the Regional FRANCHISE
DEALERSHIP AGREEMENT between Franchisor and ROKETA pursuant to which ROKETA
holds the right to franchise ROKETA DEALERSHIPs in a Development Area that includes the
Protected Area.

ROKETA Council means an advisory council composed of representatives of ROKETA for each
of the regions into which Franchisor has divided the United States and Canada.

Renewal FRANCHISE DEALERSHIP AGREEMENT has the meaning assigned in Section 4.2.

Renewal Right has the meaning assigned in Section 4.3.

Royalty means the weekly fee that Franchisee will pay ROKETA in consideration for Franchisee’s
continued use of the Marks and the System.

Supplies shall mean the equipment, paper goods, training materials and other accessories used
in connection with provision and sale of Products, all of which must satisfy such quality,
uniformity, design and performance standards as Franchisor adopts from time to time.

System means the compilation of operating procedures, marketing concepts, management
techniques, and communications methods and procedures that Franchisor has developed or
adopted to govern the operation of ROKETA DEALERSHIPs, the marketing of the Products they
offer, and the methods of communication between and among Franchisor, ROKETA and
Franchisees.

Term means the initial term and all renewal terms of the franchise, as specified in or determined
by reference to Section 4.1.

Trade Dress means decorative, non-functional components of a ROKETA DEALERSHIP that
provide the establishment a distinctive, memorable appearance.

Trade Secrets means the components of the System, the contents of the Operations Manual and
of all employee training materials and computer programs developed by Franchisor or in
accordance with its specifications, and any other confidential information that Franchisor or
ROKETA imparts to Franchisee with respect to a the ROKETA DEALERSHIP’s operation or
management,      whether       through    the    Operations      Manual      or    otherwise.




                                           39
                                             ATTACHMENT B
                                SUMMARY INFORMATION CONCERNING
                                  FRANCHISEE AND THE FRANCHISE


Franchisee’s Name:

Entity type and jurisdiction of formation:

Address for Notices:


                       Attention:
                       Fax #:
                       e-mail address:
Manager’s name:
Proposed Location:


Arbitration Site:

Opening Date:

Protected Area (This section to be filed out by ROKETA):
                                            ATTACHMENT C

                    PERSONAL GUARANTEE AND AGREEMENT TO BE BOUND
                        PERSONALLY BY THE TERMS AND CONDITIONS
                         OF THE FRANCHISE DEALERSHIP AGREEMENT

In consideration of ROKETA’s execution of the FRANCHISE DEALERSHIP AGREEMENT, dated
_____________________________ (the “Agreement”), and for other good and valuable consideration, the
undersigned, for themselves, their heirs, successors, and assigns, do jointly and severally guarantee to
ROKETA (1) the payment when due of all Royalty, Advertising Fund Fee and trade account obligations
payable to ROKETA, and (2) to the extent of any dividends, distributions and bonuses that the
undersigned receive from Franchisee, the amount of all other financial obligations payable by Franchisee
to ROKETA.

Further, the undersigned, individually and jointly, guarantee the performance by Franchisee of the
restrictive covenants stated in Articles 10, 11 and 12 of the Agreement and agree personally to perform
and be bound by each such restrictive covenant to the same extent and effect as though each of the
undersigned had executed an agreement containing covenants identical to those in Articles 10, 11 and 12
of the Agreement.

The undersigned waives: (1) notice of demand for payment of any indebtedness or nonperformance of any
obligations hereby guaranteed or undertaken; (2) protest and notice of default to any party respecting the
indebtedness or nonperformance of any obligations hereby guaranteed or undertaken; and (3) any right
he/she may have to require that an action be brought against Franchisee or any other person as a condition
of liability.

In addition, the undersigned consents and agrees that: (1) the undersigned’s liability will not be contingent
or conditioned upon ROKETA’s pursuit of any remedies against Franchisee or any other person; and
(2) such liability will not be diminished, relieved or otherwise affected by Franchisee’s insolvency,
bankruptcy or reorganization, the invalidity, illegality or unenforceability of all or any part of the
Agreement, or the amendment or extension of the Agreement with or without notice to the undersigned.




                              [Continued, and to be signed, on the next page.]
IN WITNESS WHEREOF, each of the undersigned has signed this Guarantee on the same day and year as
the Agreement was signed.

                                                    PERSONAL GUARANTORS


                                                    Individually
Attach if necessary: Must be signed by ALL
officers and/or owners of Franchisee.
                                                    Address


                                                    City                  State          Zip Code


                                                    Telephone




                                                    Individually


                                                    Address


                                                    City                  State          Zip Code


                                                    Telephone
                                    ATTACHMENT D
                     CONFIDENTIALITY AND NON-COMPETE AGREEMENT


This Agreement is entered into on                                        , 200____ between
ROKETA           INC.         a    California        Corporation      (“ROKETA            Inc.”),
[                                 ] (“Franchisee”) and [                                ]
(“Recipient”). ROKETA Inc., ROKETA and Franchisee are sometimes referred to collectively as the
“ROKETA Inc. Parties”.

                                        RECITALS
WHEREAS, ROKETA Inc. and ROKETA are parties to a Regional FRANCHISE DEALERSHIP
AGREEMENT pursuant to which ROKETA holds the right to award franchises for the operation of
ROKETA DEALERSHIPs ("Franchise Locations”) to qualified franchisees; and

WHEREAS, ROKETA and Franchisee are parties to a FRANCHISE DEALERSHIP AGREEMENT
pursuant to which Franchisee holds the right to operate a Franchise Location located in
                               ; and

WHEREAS, Recipient is an officer, director, shareholder, partner, or managing member of either
ROKETA or of Franchisee, or is a management-level employee of the Franchise Location; and

WHEREAS, Recipient will have access to confidential information concerning the ROKETA Inc. business
system and the operation of a Franchise Location which, if disclosed to third parties, would cause
irreparable harm to the ROKETA Inc. Parties; and

WHEREAS, some or all of the ROKETA Inc. Parties propose to disclose certain Confidential Information
(defined below in Section 1) to Recipient in order that Recipient may perform his or her assigned duties
effectively and efficiently, but the ROKETA Inc. Parties are unwilling to make the disclosures unless
Recipient agrees to accept and hold the Confidential Information in strict confidence;

NOW, THEREFORE, in consideration of the benefits that Recipient will derive from his or her association
with the ROKETA Inc. Parties and to induce the ROKETA Inc. Parties to entrust Recipient with
Confidential Information, Recipient makes the following unconditional promises and agreements:

        Section 1.      Confidential Information Defined. For purposes of this Agreement,
        “Confidential Information” means and includes all information relating to the ROKETA Inc.
        business system and to the trade practices, trade secrets, method of operation, marketing
        techniques and strategies, technology, and know-how relating to the operation, management or
        marketing of a Franchise Location, except for information that Recipient can demonstrate came to
        his or her attention prior to its disclosure by any of the ROKETA Inc. Parties, or which has
        lawfully entered the public domain through means other than Recipient’s breach of this
        Agreement.

        Section 2.       Confidentiality Agreement. Recipient unconditionally promises to accept and
        hold in strict confidence all Confidential Information with which Recipient is entrusted or to
        which Recipient gains access during the course of his or her association with any of the ROKETA
        Inc. Parties. Further, except to the extent necessary for Recipient to perform his or her assigned
        duties to any of the ROKETA Inc. Parties, Recipient unconditionally promises not to
        communicate, publish, disclose, divulge, use, or authorize anyone else to communicate, publish,
        disclose, divulge or use, any element of Confidential Information, either during the term of
        Recipient’s association with any of the ROKETA Inc. Parties, or at any time thereafter.
Section 3.       Covenant Against Competition. Recipient specifically acknowledges that he or
she will receive valuable specialized training and know-how concerning the operation,
management and marketing of a Franchise Location and that such training and know-how is
based on and involves the use of Confidential Information. In consideration for such training
and receipt of know-how, Recipient covenants that, during the term of his or her employment by
or association with any of the ROKETA Inc. Parties and for an uninterrupted period of 24 months
after such employment or association ends, he or she shall not, either directly or indirectly,
individually, or through, on behalf of, or in conjunction with any person or business entity own,
operate, advise, be employed by, or have any interest in any business that (i) offers a method of
instruction that is based upon, derived from or similar to method of instruction. During the time
that Recipient is employed by or associated with any of the ROKETA Inc. Parties, this covenant
will apply throughout the world; during the 24 months following the termination of Recipient’s
employment by or association with any of the ROKETA Inc. Parties, this covenant will apply
within a 50-mile radius of any Franchise Location that is then in operation or under development.
Recipient agrees that the period during which the preceding covenant remains in effect will be
extended by the duration of any time during which he or she is not in compliance with the
covenant.

Section 4.     Other Covenants.Error! Bookmark not defined. Recipient further covenants
that, throughout the entire time the covenant expressed in Section 3 remains in effect, he or she
will not:

        (a)     Divert or attempt to divert any business or customer of the Regional Office to
        any competitor, by direct or indirect inducement or otherwise, or do or perform, directly
        or indirectly, any other act injurious or prejudicial to the goodwill associated with the
        ROKETA Inc. name, the Marks or the System; or

        (b)      Employ or seek to employ any person who is at that time employed by any of the
        ROKETA Inc. Parties by any other ROKETA or franchisee of ROKETA Inc., or otherwise
        directly or indirectly induce such person to leave his or her employment.

Section 5.       Severability. Recipient agrees that if any provision of this Agreement is held
invalid or unenforceable by reason of any rule of law or public policy, this Agreement shall be
deemed amended to delete the provision held to be invalid or unenforceable and all of the
remaining terms and provisions of this Agreement shall remain in full force and effect; provided
that if the provision can be rendered enforceable by reduction of any element or part of such
provision, Recipient and each of the ROKETA Inc. Parties agree that such provision will be
modified to the minimum extent required to render it enforceable and that it will be enforced to
the fullest extent permissible under the laws and public policies applied in the jurisdiction in
which enforcement is sought.

Section 6.      Enforcement. This Agreement shall be governed and enforced in accordance
with the laws of the state in which Recipient maintains his or her principal residence at the time
this Agreement is signed.
               Executed as of the         day of                      , 200___.

ROKETA INC.

              By:
              Name: Michael E Turber
              Title: Marketing Director

              ROKETA
              By:
              Name: Kening Ma
              Title: President

              FRANCHISEE
              By:
              Name:
              Title:

              RECIPIENT
              By:
              Name:
              Title:



              If recipient is the attorney of the Franchisee, Recipient is
              required to submit copy of his license in good standing with the
              Bar he is associated with.
              If recipient is the Legal Advisor of the Franchisee, Recipient is
              required to submit copy of his credentials.
                                      ATTACHMENT E
                                CONDITIONAL ASSIGNMENT OF
                              FRANCHISEE’S TELEPHONE NUMBER
                                                                                Date: _______________

This Assignment shall be effective as of the date of termination of FRANCHISE DEALERSHIP
AGREEMENT entered into between _________________________________________________________
(“ROKETA”) and ____________________________________________________ (“Franchisee”). Franchisee
hereby irrevocably assigns to ROKETA or its designee the telephone number or numbers and listings
issued to Franchisee with respect to Franchisee’s “ROKETA Inc.” ROKETA DEALERSHIP (“telephone
numbers”). This assignment is for collateral purposes only and ROKETA shall have no liability or
obligation of any kind whatsoever arising from this assignment, unless ROKETA desires to take
possession and control over the telephone numbers.

ROKETA is hereby authorized and empowered upon termination of FRANCHISE DEALERSHIP
AGREEMENT and without any further notice to Franchisee to notify the telephone company, as well as
any other company that publishes telephone directories (“telephone companies”), to transfer the
telephone numbers to ROKETA or such other person or firm as is designated by ROKETA. In
furtherance thereof, Franchisee hereby grants an irrevocable power of attorney to ROKETA and appoints
ROKETA as its attorney-in-fact to take any necessary actions to assign the telephone numbers, including
but not limited to, executing any forms that the telephone companies may require to effectuate the
assignment. This assignment is also for the benefit of the telephone companies, and the telephone
companies may accept this assignment and ROKETA’s instructions as conclusive evidence of ROKETA’s
rights in the telephone numbers and ROKETA’s authority to direct the amendment, termination or
transfer of the telephone numbers, as if they had originally been issued to ROKETA. In addition,
Franchisee agrees to hold the telephone companies harmless from any and all claims against them arising
out of any actions or instructions by ROKETA regarding the telephone numbers.


FRANCHISEE:                                                    ROKETA:



By                                                     By

       Its                                                     Its
                                          ATTACHMENT F
                                        ACKNOWLEDGEMENT


Acknowledgments and Representations.

       (a)   Have you received, studied and reviewed carefully the “ROKETA Inc.” Offering Circular and
                FRANCHISE DEALERSHIP AGREEMENT? Check one: (__) Yes (__) No. If no, please
                comment:
      _____________________________________________________________________________________
      _____________________________________________________________________________________
      _____________________________________________________________________________________
      _____________________________________________________________________________________
      (If more space needed, continue on a separate sheet and attach.)

2.    Was any oral, written or visual claim or representation made to you which contradicted the
      disclosures in the Offering Circular? Check one: (__) No (__) Yes. If yes, please state in detail the
      oral, written or visual claim or representation:
      ____________________________________________________________________________________
      ____________________________________________________________________________________
      ____________________________________________________________________________________
      ____________________________________________________________________________________
      (If more space needed, continue on a separate sheet and attach.)

       (a)   Was any oral, written or visual claim or representation made to you, which stated, suggested,
                predicted or projected your sales, expenses, income or profit levels or that of any other
                actual or hypothetical “ROKETA Inc.” business? Check one: (__) No (__) Yes. If yes,
                please state in detail the oral, written or visual claim or representation:
      ___________________________________________________________________________________
      ___________________________________________________________________________________
      ___________________________________________________________________________________
      ___________________________________________________________________________________
      (If more space needed, continue on a separate sheet and attach.)

4.    Do you understand that the license granted in the FRANCHISE DEALERSHIP AGREEMENT is for
      the right to operate a ROKETA DEALERSHIP at the Approved Location only and includes no
      exclusive area or protected territory other than the Protected Area defined in Attachment B, and that
      ROKETA reserves the right to issue franchises or operate competing businesses for or at locations, as
      determined by ROKETA, near your authorized location? Check one: (__) Yes (__) No. If no, please
      comment:
      ____________________________________________________________________________________
      ____________________________________________________________________________________
      ____________________________________________________________________________________
      ____________________________________________________________________________________
      (If more space needed, continue on a separate sheet and attach.)

5.    Do you understand that the success or failure of your ROKETA DEALERSHIP will depend in large
      part upon your skills and experience, your business acumen, the hours you work, your location, the
      local market, interest rates, the economy, inflation, the prevailing wage rate, competition, and other
      economic and business factors? Further, do you understand that the economic and business factors
      that exist at the time you open your ROKETA DEALERSHIP may change? Check one (__) Yes (__)
      No. If no, please comment:
                                          -2-


___________________________________________________________________________________
___________________________________________________________________________________
___________________________________________________________________________________
___________________________________________________________________________________
(If more space needed, continue on a separate sheet and attach.)

                    [Continued, and to be signed, on the next page.]
                                             -2-


NOTE: IF THE RECIPIENT IS A CORPORATION, PARTNERSHIP, OR OTHER ENTITY, EACH OF
ITS PRINCIPALS MUST EXECUTE THIS ACKNOWLEDGMENT.

                                                   Signed:_____________________________

                                                   Print Name:_________________________

                                                   Date:______________________________

                                                   Signed:_____________________________

                                                   Print Name:_________________________

                                                   Date:______________________________

APPROVED ON BEHALF OF
ROKETA

By: Kening Ma

Signed:__________________________________

Title: President

Print Name: ______________________________

Date:____________________________________

By: Michael E Turber

Signed:__________________________________

Title: Marketing Director

Print Name: ______________________________

Date:____________________________________

				
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