Letter of Intent

							                                 CONFIDENTIAL




                             Letter of Intent


                       Liquorland Franchise




     Liquorland Limited
     1 Bairds Road
     Otahuhu
     Auckland
     P. O. Box 22 010 Otahuhu
     Telephone: (09) 259 3100
     Facsimile: (09) 259 3012
     E-mail: johnc@liquorland.co.nz




Liquorland Franchise Letter of Intent
January 2009
Date:


Attention:                                           (Recipient)

Re:     Prospective Franchise Agreement between the Parties:
        Liquorland Limited and the Recipient (intending Franchisee)
This letter is to formally express the mutual intent of the recipient, the Guarantor and
Liquorland Limited (the Franchisor) to enter into a Franchise Agreement for you to
conduct business under the Liquorland Brand at the premises and on the conditions as
set out below.


1.0     The Premises
        The Franchisee will conduct its business under the Liquorland Brand at
        a place to be agreed between the parties.

        Execution of the Franchise Agreement
        Upon confirming the possession of a current “Off licence” under the Sale of
        Liquor Act and upon satisfying the establishment requirements of Liquorland
        Limited, you (the Franchisee) and Liquorland Limited (the Franchisor) shall
        execute the Franchise Agreement as soon as practical. The Franchise will
        commence on a date to be mutually agreed once the site is ready for
        occupation under detailed Liquorland guidelines.

2.0     Deposit
        Liquorland Limited (the Franchisor) acknowledges receipt from you for the
        sum of $2,500.00 + GST as a deposit, which shall be applied towards the
        Franchise fee, set out in the Reference Schedule of the Franchise Agreement.
        The deposit is held against Liquorland Limited (the Franchisor) initial costs.
        The balance of $22,500.00 + GST, is payable by you (the Franchisee)
        immediately upon signing of the Franchise Agreement and prior to retail
        operations.

4.0     Disclosure

        By signing this Letter of Intent you acknowledge that you have received and
        read the Liquorland Limited Overview and Disclosure.



Liquorland Franchise Letter of Intent                                            Page 2
January 2009
5.0     Legal Advice

        We are obliged to point out to you and to recommend that your solicitor
        explain the Franchise Agreement to you prior to you signing it. It should be
        noted that the Franchise Agreement is NOT negotiable in its entirety.

6.0     Avoidance by the Franchisor
        Liquorland Limited (the Franchisor) may avoid arrangement evidenced by this
        Letter of Intent on written notice to you (the Franchisee) prior to execution of
        the Franchise Agreement. On Avoidance by Liquorland Limited (the
        Franchisor), the deposit as set out above will be refunded in full to you (the
        Franchisee) within seven (7) working days.

7.0     Avoidance by the Franchisee - Cooling Off Period
        You (the Franchisee) may avoid the arrangement evidenced by this Letter of
        Intent on written notice to Liquorland Limited (the Franchisor), to be received
        by Liquorland Limited no later than 10 days after the date you signed this
        Letter of Intent. On avoidance by you (the Franchisee), the deposit shall be
        forfeited in full and applied by Liquorland Limited (the Franchisor) against its
        costs.

8.0     Confidentiality
        By signing this Letter of Intent you agree to keep all matters relating to this
        arrangement and the pending Franchise Agreement confidential.

        This includes but is not limited to;
        All verbal discussions between you (the Franchisee) and Liquorland Limited
        (the Franchisor)
        All written correspondence provided to you (the Franchisee) by Liquorland
        Limited (the Franchisor).

        Please indicate your acceptance of these conditions by signing both copies of
        this Letter in the space provided and returning one copy to us.

Yours faithfully




John Cleghorn
National Operation Manager
For and on behalf of Liquorland Limited
Liquorland Franchise Letter of Intent                                              Page 3
January 2009
Liquorland Limited Letter of Intent accepted and agreed to, this…………...day

of……………..……………20….

Signed by:
The Franchisee:                    _____________________________


Full Name:                          _____________________________


In the presence of:                _____________________________


Signature of Witness:              _____________________________


Full name of Witness:              _____________________________


Occupation:                        _____________________________


Town of Residence:                 _____________________________

Signed by:
The said Guarantor:                _____________________________


Full Name of Guarantor:             _____________________________


In the presence of:                _____________________________


Signature of Witness:              _____________________________


Full name of Witness:              _____________________________


Occupation:                        _____________________________


Town of Residence:                 _____________________________

Liquorland Franchise Letter of Intent                                        Page 4
January 2009