FRANCHISE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Franchise Agreement (hereinafter referred to as the “Agreement”) is made and

executed this ____ day of _______________ at __________, by and between
________________________(the "Franchisor"), a Philippine corporation, with principal address
in __________________________ represented in this by its General Manager, ____________,
and ___________________ (the “Franchisee”), _________, with principal address in
_______________.

Witnesseth: That –

WHEREAS, Franchisor is the originator of _____________;

WHEREAS, Franchisor has established, and is continuing to develop and operate,

lending corporations, under the name ___________ which are fundamentally uniform in image,
appearance and methods of operation (the "Franchisor Chain");

WHEREAS, Franchisor owns or controls various trademarks, service marks, trade

names, trade dress (including product package designs), slogans, emblems, logos, external and
internal building designs and architectural features, and combinations of the foregoing (the
"Trademarks"), which are used by it and its franchisees in offering, selling and distributing its
services in the Franchisor Chain. The Trademarks are set forth and described on the attached
Exhibit A to this Agreement;

WHEREAS, Franchisor has developed, owns and has adopted for its own use and the
use of its franchisees in the Franchisor Chain a unique system of outlet operation (the 'System"),
consisting of a variety of distinctive sign and facility designs, equipment specifications,
equipment layouts, service, business techniques, copyrighted manuals and other materials, trade
secrets, know how and technology;

WHEREAS, the Franchisor Chain enjoys widespread public acceptance due in part to:
(1) uniform high standards for the presentation of Franchisor's service; (2) uniform designs,
image, appearance, and methods of operation in all stores and showrooms; and (3) uniform use
of the System and the Trademarks;

WHEREAS, Franchisee, cognizant of the foregoing, now desires to establish and operate
an outlet in the _________________, _________________, upon the terms and conditions set
forth in this Agreement.

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual
covenants hereinafter set forth, Franchisor and Franchisee agree as follows:

SECTION 1: GRANT OF RIGHTS

1.0 Non-Exclusive Grant. Franchisor hereby grants to Franchisee a non-exclusive

franchise (the Franchise") to use the Trademarks and the System solely for the operation of a
____________outlet (the "Outlet") for the Franchise Term of _______ (__) years at
_______________;
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At the end of the _______ year and until the end of the term, Franchisee shall have the first
option to establish other outlets within the enumerated locations to the exclusion of others. In
the event a third party expresses interest in being a franchisee within the enumerated locations
and actually submits a firm proposal, Franchisee shall have a right to submit a bid and match the
offer of the third party. Failing which, Franchisor shall have the right to entertain said third
party’s offer. All other rights granted shall be pursuant to the terms and conditions of this
Agreement.

1.1 Good Character. The Franchise is granted partly in reliance upon

Franchisee's representations concerning its good character and reputation, financial condition
and ability to operate outlets properly and in accordance with this Agreement.

1.2 Limitation. The Franchise granted in Section 1.0 above does not extend
beyond the Trademarks and the System as they exist as of the date of this Agreement or to any
additions or modifications thereto, except as expressly provided in this Agreement or by
subsequent written agreement between the parties; Provided, however, that, Franchisor shall
make available to Franchisee continued access to any improvements in techniques and processes
related to the System while this Agreement is in effect.

Except as set forth in Section 6.2 below, Franchisor intends to and reserves unto itself
the right to engage in and grant franchises to others for the conduct of businesses which are
directly or indirectly competitive with the Outlet at any location in its sole discretion.

SECTION 2: SITE APPROVAL PROCEDURE

2.0 Franchisee assumes all cost, liability expense, risk, and responsibility for
locating, obtaining financing for and developing the site for the Outlet, and for constructing and
equipping the Outlet at the site.

2.1 Franchisee shall apply for Franchisor’s approval for the Outlet site before
committing to secure the site or build on it. Franchisee shall use such forms as Franchisor shall
provide or specify in making its application .

2.2 Upon receipt of the Site Package, Franchisor shall have thirty (30) days to review
it and notify Franchisee whether it will (a) approve or (b) reject the proposed site, or whether
Franchisor needs additional information to make its decision. Franchisor may act in its sole
discretion in approving or rejecting a site application. The Site Package shall not be deemed
approved unless approval is issued by Franchisor in writing.

After Franchisor’s approval, it shall be Franchisee's sole responsibility to submit the

Outlet Plans to the appropriate governmental entities for their approval and permitting, in order
to comply with the local law regarding the securing of any architect stamps, permits, licenses, or
other necessary governmental approvals. If any such governmental entities require
modifications to the Outlet Plans, Franchisee shall submit such modifications to Franchisor for
its review and approval prior to commencement of construction.

2.3 Franchisee shall make such changes to the Outlet Plans as Franchisor informs
Franchisee in writing that it requires within reason.

2.4 Franchisee shall not execute the lease or contract until after receiving
Franchisor’s approval thereof. The lease must contain such additional terms and conditions as
Franchisor may require which provide for the protection of Franchisor’s rights and interests.
Developer shall use its best efforts to obtain a conditional lease assignment in a form acceptable
to Franchisor. Franchisee shall fully perform all obligations to be performed by Franchisee
under the lease and shall, immediately upon the receipt of any notice of violation from the
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lessor, deliver a copy of such notice to Franchisor together with a statement of the steps
proposed to be taken by Franchisee in response to such notice. Franchisee shall not begin
construction until Franchisor has approved the Outlet Plans. In constructing the Outlet,
Franchisee shall strictly adhere to the Outlet Plans as approved by Franchisor.

2.5 If Franchisee requests Franchisor’s assistance to oversee feasibility studies,

design, permitting and construction bids, and Franchisor agrees to provide such assistance, then
Franchisor will provide personnel to do so and Franchisee shall pay Franchisor a fee for such
assistance. Franchisee shall also be responsible for paying the cost of all professional services
directly to the providers of such services, including (but not limited to) traffic consultants,
engineers, architects and permit expediters.

2.6 If Franchisee requests Franchisor's assistance to oversee the construction of the

facility, including on-site visits as Franchisor deems necessary, and Franchisor agrees to provide
such assistance, then Franchisor will provide personnel to do so and Franchisee shall pay
Franchisor a fee for such assistance. Franchisee shall also be responsible for paying all costs to
construct and equip the facility directly to the providers of such services.

2.7 Franchisor approves a site but Franchisee does not timely open an Outlet at that
site, then until Franchisor approves another site and Franchisee executes a lease or contract for
that site, Franchisee will pay all out-of-pocket costs incurred by Franchisor in connection with:
(a) assisting Franchisee in the process of selecting and securing substitute sites; (b) reviewing
and approving or rejecting substitute sites; (c) reviewing and approving or rejecting Outlet
Plants; and (d) reviewing and approving or rejecting leases and contracts.

Franchisee acknowledges that although Franchisor may have been involved in the site
selection process, review of the site package, the lease and outlet plans, and in aspects of the
development of the outlet, Franchisor makes no warranty, representation or guaranty of any kind
with respect to the location, the lease, the outlet plans, or the success or profitability of the
Outlet to be operated at such location.

SECTION 3: TERM

3.0 Effective Date. This Agreement, having been executed by Franchisee,

shall go into effect as of the date it is duly executed by Franchisor, and continue in effect until
the passage of _____ (__) years from the date executed by Franchisor (the “Term”). The date of
Franchisor's execution of this Agreement shall be conclusively established as shown in the
signature block for Franchisor at the end of this Agreement.

3.1 Renewal of Franchise. If upon expiration of the initial term of the

FRANCHISE: (1) the Franchisee has substantially complied with all material provisions of this
Agreement; and (2) (a) the Franchisee maintains possession of and agrees to refurbish the
premises of the Outlet in compliance with then-applicable standards utilized in the granting of
franchises for a King Dimsum’s Outlet, or (b) if the Franchisee is unable to maintain possession
of such premises, the Franchisee shall secure suitable substitute premises to be approved by the
Franchisor, within a reasonable period of time and agrees to least or sublease and develop such
substitute premises in compliance with then applicable standards utilized in granting of
franchises for a King’s Dimsum Outlet, then the Franchisee shall have right to renew the
Franchise for an additional term of three (3) years. Such renewal shall be with payment of a
renewal Franchise fee not lower than prevailing Franchise fee rate at the time of the renewal.

3.2 Manner of Renewal. Renewal of the Franchise shall be effected by the execution
by the Franchisor and the Franchisee and its owners of the form of franchise agreement (which
may provide for higher fees, payments and advertising contributions and other significant
provisions of which may vary) and such other agreements and legal instruments and documents
then customarily used by the Franchisor in the grant of franchises for the ownership and
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operation of a King’s Dimsum Outlet in the Philippines with appropriate modifications to reflect
the fact that those agreements and documents relate to the grant of a renewal franchise.
Additionally, the Franchisee and its owners, will be required to execute general releases, in form
acceptable to the Franchisor, of any and all claims against the Franchisor and its Affiliates, and
their respective officers, directors, shareholders, partners, employees and agents. The Franchisor
and the Franchisee each agree to give the other not less than six (6) months prior written notice
of an election not to renew the Franchise. Such notice by the Franchisor shall state the reasons
for the Franchisor’s refusal to renew. Failure or refusal by the Franchisee to execute such
agreement, instruments and documents necessary to renew the Franchise within sixty (60) days
after delivery thereof to the Franchisee shall be deemed an election by the Franchisee not to
renew the Franchise.

3.3 Restrictions. This Agreement grants the right to develop and operate only one
(1) Outlet only at the location specified in Section 1.0. No exclusive, protected or other
territorial rights, or any rights to expand or add new Outlets, are hereby granted or implied
except as expressly provided in Section 6.2 below.

SECTION 4: SYSTEM

4.0 Uniformity. Franchisor has demonstrated that consistency and uniformity of

standards for special designs, food formulas, recipes, advertising techniques, business policies,
services, image, appearance and methods of operation throughout the Franchisor Chain
encourages greater success in all King’s Dimsum Outlets. Toward that end, Franchisor and
Franchisee are making in this Agreement very specific provisions for Franchisor's control over
the products and services offered by, and the image, appearance and methods of operation of,
the Outlet, which they intend to be observed and enforced with precision, for the benefit of
Franchisor and of the Franchisor Chain .

4.1 Standards of Operation. Franchisee shall:

(a) operate the Outlet in a clean, safe and orderly manner, providing courteous, first-
class service to the public;

(b) make every reasonable effort to increase the sales and business of the Outlet;

(c) advertise, market, promote and merchandise the business of the Outlet by the use
of the Trademarks;

(d) prevent the operation of the Outlet in such a way as to impair the value of the
Trademarks or the Franchisor Chain;

(e) prevent the use of the Outlet for any immoral or illegal purpose, or for any other
purpose, business activity, use or function which is not expressly authorized by
this Agreement; and

(f) follow and abide by the requirements of the Operations Manual (as defined
below) and at all times keep, operate and maintain the Outlet in strict compliance
with the Operations Manual.

4.2 Franchisor's Assistance. Franchisor will, to the extent it deems it practical

and appropriate, render to Franchisee assistance in Franchisee's management of the Outlet,
including visits from time to time by Franchisor's representatives to discuss the operation of the
Outlet and to audit Franchisee's compliance with this Agreement. Franchisor will use
commercially reasonable efforts to respond to requests for assistance and advice from
Franchisee regarding Franchisee's performance of this Agreement and the operation of the
Outlet.
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4.3 Compliance with Laws and Good Business Practices. The Franchisee shall
secure and maintain in force all required licenses, permits and certificates relating to the
operation of the Outlet and shall operate the Outlet in full compliance with all applicable laws,
ordinances and regulations, including, without limitation, all government regulations relating to
handling of food products, occupational hazards and health, worker’s compensation insurance,
unemployment insurance and withholding and payment of all taxes. All advertising and
promotion by the Franchisee shall be completely factual and shall conform to the highest
standards of ethical advertising. The Franchisee agrees to refrain from any business or
advertising practice that may be injurious to the business of the Franchisor and the goodwill
associated with the Names and Marks and other King’s Dimsum outlets.

4.4 Franchisor Operations Manual. Franchisee hereby acknowledges receipt from

and loan by Franchisor of a copy of Franchisor's current (as of the date of this Agreement)
King’s Dimsum Operations Manual (the "Operations Manual"), the contents of which are
incorporated by reference into and made part of this Agreement. It is the Operations Manual
which embodies the Franchisor System and sets forth the required standards for the Outlet,
including (but not limited to) outlet equipment, point of sale terminals, computers, software,
recipes, labor scheduling, staffing services offered, image, appearance, ingredients, sources, and
standards and methods of operation.

Franchisor, from time to time in its sole discretion, in order to adapt the Franchisor
Chain to consumer needs, to respond to competitors' actions, to protect and enhance the
reputation of the Franchisor Chain, to expand and enhance the appeal of the food items served in
the outlets of the Franchisor Chain, or to improve any aspect of the operations of the outlets of
the Franchisor Chain, may reissue, revise, amend, add to and delete from the System Manuals.
Upon written notice to Franchisee, such reissuances, revisions, amendments, additions and
deletions shall also be deemed incorporated in the System Manuals and in this Agreement and
shall bind Franchisee and Franchisor as if written out in full within this Agreement. The copy of
each of the System Manuals maintained in Franchisor's headquarters office shall be at all times
the official version and govern all other copies. All copies of each of the System Manuals shall
remain the property of Franchisor and shall be returned upon expiration or termination of this
Agreement or upon demand by Franchisor.

4.5 Approved Products and Sources. In the operation of the Outlet,

Franchisee shall use and consume only the cart, food stuffs, food items, ingredients, packaging
and paper items, outlet supplies, containers, equipment, software, merchandise, appliances,
signs, furniture, uniforms of employees, small wares and other items ("Products”) of high
quality obtained from reputable and reliable sources. Franchisor may, by provision of the
System Manuals, require that Products of certain grades, qualities or specifications, or bearing
certain brands or trademarks, or manufactured, grown or produced by certain persons or entities,
or identified by a specific model or version, or any combination of the foregoing be used,
provided, served and sold in the Outlet. Franchisor may, by provision of the System Manuals,
forbid the use of goods of any grade, quality specification, brand, trademark or source.
Franchisor may, by provision of the System Manuals, require the use by Franchisee of any
means or source of distribution or delivery of Products to the Outlet and forbid the use of others.
Franchisor may, by provision of the System Manuals, require that Franchisee use certain
persons or entities to provide services.

Franchisee may purchase certain items from other suppliers provided that the prior
consent of Franchisor is secured and the same conform to the standards of Franchisor set forth in
the Operations Manual.

The parties understand that these provisions may have the effect of prohibiting
Franchisee from using, providing, serving and selling certain products and services which are of
good quality and available from reputable and reliable sources in favor of other products,
services or sources which Franchisor deems preferable. The intent of the parties is to enable
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Franchisor to apply its discretion, and the benefit of its facilities for testing and quality
assurance and its experience and knowledge of the food service industry, to see to the
procurement by all King’s dimsum outlets of products and services and the use of distribution
sources which comport with the quality, uniformity and consistency which Franchisee is
promising to maintain with respect to the Outlet.

4.6 Approved Food Items and Services. The System Manuals shall set forth those
food items ("Approved Food Items”) and services ("Approved Services”) which Franchisor shall
permit Franchisee to offer in the Outlet. Only Approved Food Items and Approved Services
may be offered, sold or provided at the Outlet.

4.7 Variations. Nothing in this Agreement shall restrain Franchisor, in its sole
discretion, from designating at Franchisee's request or otherwise, products, items or services as
“Approved" on a seasonal, local or regional basis. Franchisor may also withhold such
designation for any food item or service which, in Franchisor's judgment, the Outlet is not
properly equipped to offer, provide, prepare or serve.

4.8 Maintenance. All maintenance, repairs and replacements of the Outlet and its
signs, fixtures and equipment will be made promptly when needed or when directed pursuant to
this Agreement, at the sole expense of Franchisee.

4.9 Outlet Modifications. New food items and services may require different storage,
preparation, cooking or service facilities than had previously existed in the Outlet. Franchisor
may, from time to time through revisions by Franchisor of the System Manuals, require
Franchisee to modify aspects of the Outlet or add new fixtures or equipment to accommodate
new products, items or services or changes to existing food items or services. Franchisee shall
do so promptly at Franchisee's sole expense.

4.10 Remodeling and Alterations. Franchisor may, from time to time through
revisions by Franchisor of the System Manuals, require Franchisee to remodel or alter the Outlet
to incorporate a new general appearance, alterations, new services or new image, signs and
decor (collectively, "Alterations").

4.11 Confidentiality. Franchisee shall keep confidential and shall not disclose or use
(except to the extent that disclosure is required by law or use is expressly permitted by this
Agreement) at any time during the Term or following its expiration or termination, the contents
of the System Manuals, the trade secrets, know-how and technology communicated to
Franchisee by Franchisor, or any Franchisor recipes, formulas, new product plans or
introduction schedules or future advertising or promotion plans or schedules of Franchisor
which Franchisee learns in the course of performance of this Agreement (collectively, the
"Confidential Information").

Franchisee shall be responsible for the actions and activities of all of its agents;
employees and designees working with any of the Confidential Information, and shall indemnify
and hold harmless Franchisor from all damages and expenses (including attorneys' fees) which
Franchisor may sustain as a result of any unauthorized use or disclosure by Franchisee or any
agent, employee or designee of Franchisee or which can be traced to the disclosure of such
Confidential Information by Franchisee or any agent, employee or designee of Franchisee. This
provision is in addition to, and not in limitation of, Franchisor's rights under Section 17.5 below,
and in no event constitutes an election of remedies.

4.12 Ownership of Materials. Confidential Information shall mean, without limitation,

all information other than information in published form or expressly designated by Franchisor
in writing as non-confidential, which is directly or indirectly disclosed to Franchisees regardless
of the form in which it is disclosed, relating in any way to the following property owned by
Franchisor and any other company affiliated w/ Franchisor:
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a. Market studies
b. Penetration data
c. Customers
d. Customer lists
e. Contracts
f. Copyrights
g. Computer programs
h. Applications
i. Technical data
j. Patents
k. Procedures
l. Methods
m. Designs
n. Strategies
o. Plans
p. Liabilities
q. Assets
r. Cost revenue
s. Sales costs
t. Production costs
u. Raw material sources or cost
v. Profits
w. Organization
x. Employees
y. Supplies
z. Know how
aa. Goodwill
bb. Trademarks
cc. Trade names
dd. Names or other business & commercial practices in general, relating directly or
indirectly to the foregoing ownership of materials.

Franchisee acknowledges that Franchisor retains all right, title and interest in the
confidential information and any right that may be granted by Franchisor to Franchisee to use
such Confidential Information shall be strictly limited to the purpose for which it was granted.

All Confidential Information shall be promptly returned (1) upon Franchisor’s

reasonable request or (2) upon termination or expiration of this Agreement, whichever is earlier.

Franchisee acknowledges that a violation of any provision of this Section will cause
irreparable harm and injury to the Franchisor and accordingly, Franchisor shall be entitled, in
addition to any other rights and remedies it may have at law or in equity, to seek an injunction
restraining the Franchisee from violating or threatening to violate the provisions of this Section.

SECTION 5: COMPETITION

5.0 Franchisee’s Covenant Not to Compete. Franchisee shall not at any time during
the Term individually or in conjunction with any person or entity, have any interest as an owner,
investor, shareholder, partner, member, lender, director, officer, manager, employee, consultant,
guarantor, representative, or agent or in any other manner whatsoever, directly or indirectly,
carry on or be engaged in, financially or otherwise, or advise in the establishment of any entity
which is granting franchises or licenses to others to operate an outlet featuring the same/similar
type of food or drinks Franchisor’s outlets serve, except pursuant to franchise agreements with
Franchisor or Franchisor affiliates or subsidiaries. For two (2) years after the termination or
expiration of this Agreement, Franchisee shall not: (a) engage in the preparation, sale or service
of the type of food or drinks served in Franchisor’s outlets except (i) pursuant to franchise
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agreements with Franchisor or Franchisor affiliates or subsidiaries, or (ii) induce or encourage

any employee of the Outlet or any other of Franchisor’s outlet to leave his or her employment
for any reason.

5.1 Activities of Other Persons. The activities of Franchisee's officers, directors,

shareholders, trusts, trustees, subsidiaries, parent companies, partners, agents and employees or
any enterprise in which any of them owns, directly or indirectly, any equity interest (except for
investments totaling less than one percent (1%) of the stock of publicly held corporations), for
purposes of this Section 6, shall be deemed to be activities of Franchisee. Upon request by
Franchisor, the Franchisee shall obtain the signature of any such persons on a non-disclosure,
non-competition agreement in a form acceptable to Franchisor.

SECTION 6: ADVERTISING AND MARKETING

6.0 Building Goodwill

(a) Franchisor shall develop advertising and sales promotion programs

designed to promote and enhance the collective success of the Franchisor Chain. It is
expressly understood, acknowledged and agreed that in all phases of such advertising
and promotion, including, without limitation, type, quantity, timing, placement and
choice of media, market areas and advertising agencies, the decisions of Franchisor
made in good faith shall be final and binding. Franchisee shall have the right to
participate actively in all such advertising and sales promotion programs, but only in full
and complete accordance with such terms and conditions as may be established by
Franchisor for each such program.

(b) Franchisee shall at all times throughout the Term use its best efforts to
advance the reputation of Franchisor and the Franchisor Chain and to develop their
awareness among consumers in order to increase the goodwill of the Trademarks.
Toward such end, Franchisee shall spend in each full or partial calendar year during the
Term on advertising, merchandising and in store promotions, materials not included,
approved by the Franchisor, not less than the percentage of Gross Sales as defined in
Section 7.5 below of this Agreement.

6.1 Reputation. Franchisee shall not use the Trademarks in connection with any
statement or material which might be considered by the public, or by potential or actual
consumers or customers of the Franchisor Chain, to be in bad taste, obscene, defamatory,
controversial or inconsistent with the marketing and sale of King’s Dimsum by the Franchisor
Chain or which would tend to bring public disfavor or scorn upon the Franchisor Chain. Nothing
herein shall be construed to restrict the rights of persons to petition courts or legislatures for
redress of grievances.

6.2 Public Affairs. Franchisee shall immediately report to Franchisor the occurrence
of any incident (including, but not limited to, reports of illnesses related to improper handling
and/or preparation of food i.e. gastro-intestinal diseases, accidents or controversies related to the
outlet which has or is likely to become the subject of publicity in the news media or otherwise.
Franchisee acknowledges that Franchisor alone is authorized to speak or issue statements, public
or private, on behalf of the Franchisor Chain, and Franchisee shall always consult and
coordinate with Franchisor in advance of communicating with or responding to the media with
respect to such matters.

SECTION 7: FEES

7.0 Franchise Fee. Upon execution of this Agreement, Franchisee shall pay to
Franchisor or its authorized representative a franchise fee in the amount of One Hundred
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Thousand Pesos (P100,000.00) for the right to operate one outlet payable in full upon execution
of this Agreement.

7.1 Royalty Fee. Franchisee shall pay to Franchisor or to its authorized

representative a royalty equal to three percent (3%) of Gross Sales occurring during each
calendar month (the 'Royalty").

7.1.1 Prior to the Opening Date, Franchisee shall issue six (60 post dated checks in the
amount of __________________________________________________ PESOS
(P_________________________________) each as payment for the Royalties
for the first half-year of operations commencing on Opening Date.

7.1.2 The first payment shall be due on the fifteen (15 th) day of the 4th month
succeeding the Opening Date and every fifteen (15) days of the month thereafter
till the end of the contract term.

7.1.3 Owner, in its sole discretion, may increase the amount of Royalties every six (3)
years, taking into consideration elements such as but not limited, traffic
generated at the location, sales, promotional campaigns instituted by the Owner
in which case the increase shall not exceed Fifty Percent (50%) of the monthly
royalties of the last payment.

7.1.4 Six (6) post dated checks are to be submitted on the first day of every six (60
month period. Each check shall cover the monthly Royalty for the said six-
month period, in the amount determined by the Owner in accordance with the
Section ______ of this Agreement.

7.1.5 The failure to the post-dated checks mentioned in Section ______ and _______
hereof on the first day of every six-month period will cause the incurrence of a
penalty of TEN Percent (10%) per month based on such unpaid amounts.

7.2 On-Site Assistance Fee. If Franchisor determines at any time during the
term of this Agreement that it is necessary or desirable to send personnel or representatives of
Franchisor's choosing to Franchisee's Outlet to train or assist Franchisee in the management of
the Outlet, Franchisee agrees to pay all expenses and salaries or per diem charges for such
personnel (which shall include all travel expenses, accommodations and meals). It shall be
“necessary and desirable” to conduct the above-mentioned training.

7.3 Training Fee. If additional training is required or requested, Franchisee shall pay
to Franchisor a monthly training fee in an amount determined by Franchisor and Franchisee (the
"Monthly Training Fee").

7.4 Late Payment Fee. The Franchisee must also pay the Franchisor a late payment
fee of P________ per occurrence subject to applicable law. The Franchisee acknowledges that
the preceding sentence shall not constitute the Franchisor’sa agreement to accept such payments
after they are due or a commitment by the Franchisor to extend credit. Further, the Franchisee
acknowledges that the failure to pay ALL amounts when due will constitute a breach of this
Agreement notwithstanding the provisions of this paragraph.

7.5 Definition. The term "Net Sales" when used in this Agreement shall mean the
invoice value based on actual sales minus: (i) trade, quantity or cash discounts and broker's or
agent's commissions, if any; (ii) return credits and allowances; (iii) tax, excise or other
government charges; and (iv) freight, insurance and packaging cost. The term "Gross Sales" as
used in this Agreement shall mean the total of all cash or other payments received for the sale of
food items, services and other things of value of every kind sold at, in, upon, or from the Outlet,
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excluding sales taxes (including EVAT), tips, overrings and refunds to customers. Gross Sales
includes all lost sales which form the basis for recoveries under business interruption coverages.

SECTION 8: INSPECTIONS

8.0 Timing and Scope. Franchisor and its representatives shall have the prior
right, at any time the Outlet is open for business and at any other reasonable time, with notice, to
enter the Outlet for the purpose of inspecting the Outlet's condition and operation for
compliance with the requirements of this Agreement, for conducting quality assurance audits
which may include mystery shoppers and customer surveys and for any other reasonable
purpose connected with the operation of the Outlet.

8.1 Records. Franchisor representatives shall have the right at all times during
normal business hours to confer with Outlet employees and customers, conduct computer sales
audits, and to Inspect Franchisee's books, records and tax returns, or such portions thereof as
pertain to the operation of the Outlet. All such books, records and tax returns shall be kept and
maintained for at least three (3) years after their creation at the Outlet premises or such other
place as may be agreed to from time to time in writing by the parties. If any such inspection
reveals that the Net Sales or Gross Sales reported in any report or statement are less than the
actual Net Sales or Gross Sales ascertained by such inspection, then Franchisee shall
immediately pay Franchisor the additional amount of Royalty and fees owing by reason of the
understatement of Net Sales or Gross Sales previously reported, together with interest. In the
event that any report or statement understates Net Sales or Gross Sales by more than two percent
(2%) of the actual Net Sales or Gross Sales, as applicable, ascertained by Franchisor's
inspection, Franchisee shall, in addition to making the payment provided for in the immediately
preceding sentence, pay and reimburse Franchisor for any and all expenses incurred in
connection with its inspection, including, but not limited to, reasonable accounting and legal
fees. Such payments shall be without prejudice to any other rights or remedies Franchisor may
have under this Agreement or otherwise.

8.2 Ownership. If Franchisee is a corporation or other legal entity, it shall

maintain an up-to-date ledger showing the names and addresses of its record and beneficial
owners, showing all transfers of their interests and of restrictions and encumbrances thereupon.
Franchisee shall produce such records, certified by its officer(s) to be correct, for inspection and
copying by Franchisor at any reasonable time on ten (10) days' prior written notice.

SECTION 9: RELATIONSHIP OF PARTIES AND INDEMNIFICATION

9.0 Independent Contractor. Franchisee is an independent contractor and is not

authorized to make any contract, agreement, warranty or representation on behalf of Franchisor,
or to create any obligation, express or implied, on behalf of Franchisor. Franchisee is not, and
shall not represent or hold itself out as, an agent, 'legal representative, joint venture partner,
employee or servant of Franchisor for any purpose whatsoever and, where permitted by law to
do so, shall file a business certificate to such effect with the proper authorities. Franchisor shall
not be deemed to be in a special relationship with Franchisee, or to be the trustee or fiduciary of
Franchisee, or be held to any elevated standard of conduct.

9.1 No Employer-Employee Relationship. It is understood that any personnel

of Franchisee shall be deemed Franchisee’s sole and exclusive employees, and in no sense
employees of Franchisor. For this reason, it is the sole responsibility of Franchisee to comply
with all laws, rules and regulations pertaining to labor and employment, which are now in
effect or which may hereafter be enacted, including the payment of wages, allowances, bonuses
and other fringe benefits, and Franchisor shall not in any way be responsible for any claim(s)
for personal injury or death, for wages, allowances, bonuses and other fringe benefits, made
 11

either by the said personnel or by third parties, whether or not such way the direct or indirect
result of the personnel’s duties.

9.2 Indemnity. Franchisee shall hold harmless and indemnify Franchisor and its
officers, directors, employees, agents, affiliates, parent, subsidiaries. successors and assigns
from and against every claim, counterclaim, suit, debt, demand, cost, liability, expense, setoff,
lien, attachment, judgment, action and cause of action ("Claim”) arising out of or in connection
with the operation or condition of any part of the Outlet or its premises (if not done in
compliance with the System Manuals), Franchisee's ownership or possession of real or personal
property, any intentional, willful, reckless or negligent act or omission by Franchisee or any of
its agents, contractors, servants or employees, and Franchisee's breach of any obligation of
Franchisee under this Agreement. Franchisee's responsibility under this indemnity shall be
conditioned upon Franchisor notifying Franchisee promptly upon receiving notice or knowledge
of a Claim for which indemnity is sought. Franchisor shall have the right, at its option and at
Franchisee's expense, to control the investigation, defense, settlement, trial and appeal of the
Claim and to designate counsel to handle the Claim. In no event shall any settlement be entered
into without Franchisor's prior written consent. This indemnity shall be void to the extent the
reckless or willful conduct of Franchisor contributed to the Claim.

SECTION 10: INSURANCE

10.0 Insurance. The Franchisee shall at all times during the term of the Franchise
maintain in force at the Franchisee’s sole expense comprehensive public and product liability
insurance (and motor vehicle liability insurance, if a motor vehicle is employed in the operation
of the Outlet, against claims for bodily and personal injury, death and property damage caused
by or occurring in conjunction with the operation of the Outlet or otherwise in conjunction with
the conduct of business by the Franchisee pursuant to the Franchise. Such insurance coverage
shall be maintained under one or more policies of insurance containing minimum liability
protection which meets or exceeds the Industry Standards, for similar type and size businesses
within the Philippines, for bodily and personal injury and death and for property damage, or
such greater amounts and such additional coverage and insureds as may be required by the lease
or sublease for the premises of the Outlet, and issued by an insurance carrier approved by the
Franchisor. All such liability insurance policies shall name the Franchisor as additional insureds
and shall provide that the Franchisor will receive thirty (30) days’ prior written notice of
termination, expiration or cancellation of any such policy. The Franchisor may reasonably
increase the minimum liability protection requirement annually and require different or
additional kinds of insurance to reflect inflation, changes in standards of liability, higher damage
awards in public, product or motor vehicle liability litigation or other relevant changes in
circumstances. The Franchisee shall submit to the Franchisor a copy of the certificate or other
evidence of the issuance, renewal or extension of each such insurance policy prior to obtaining
possession of the Outlet and annually thereafter. If the Franchisee at any time fails or refuses to
maintain in effect any insurance coverage required by the Franchisor, or to furnish satisfactory
evidence thereof, the Franchisor, at its option and in addition to its other rights and remedies
hereunder, may, but need not, and the Franchisor, on demand, any costs and premiums incurred
by the Franchisor.

SECTION 11: ASSIGNMENT

11.0 Franchisor’s Separate Rights of Consent and First Refusal. Any proposed
transfer of the Franchise or this Agreement by Franchisee shall be subject to Franchisor's right
to consent and Franchisor's right of first refusal, which may be exercised separately by
Franchisor. The instruments and agreements which would effect the transfer shall be expressly
made subject to Franchisor's right to consent and right of first refusal as set forth in this
Agreement. Franchisee's rights and interest in the Franchise and this Agreement shall not be
sold, assigned, transferred or encumbered in whole or in part without the prior written consent
 12

of Franchisor. Franchisor may grant or refuse its consent in its sole discretion, without liability
to Franchisee or any other person. Franchisor's determination not to exercise its right of first
refusal shall not vitiate its exercise of its right to withhold consent to the proposed transfer.

11.1 Conditions of Consent. Franchisor may require fulfillment of conditions

precedent to the granting of consent to any transfer, including but not limited to the following:

(a) there shall be no existing default in the performance of Franchisee's obligations

under this Agreement or any other obligations to Franchisor or any of its
affiliates;

(b) the physical premises of the Outlet shall be in complete compliance with the then
current standards of the Operations Manuals;

(c) the proposed transferee shall be qualified according to Franchisor's then current
standards for new franchisees;

(d) the proposed transferee shall have executed Franchisor's then current standard
franchise agreement for a term of years equal to the remaining Term of this
Agreement, the proposed transferee shall have executed all ancillary agreements
then required by Franchisor and all holders of an equity interest in the proposed
transferee shall have executed Franchisor's then-current form of Guaranty;

(e) Franchisee shall have paid Franchisor a transfer fee equivalent to fifty percent
(50%) of the Franchise fee;

(f) Franchisee (and its principals if Franchisee is a corporation or other entity) shall
have executed a general release in a form acceptable to Franchisor of any and all
claims against Franchisor and its officers, directors, employees, affiliates,
shareholders, representatives and agents;

(g) any obligations of the transferee to the Franchisee shall be subrogated to the
transferee's obligations to Franchisor under the Franchise Agreement it enters
into with Franchisor; and

(h) that Franchisee transfer this Agreement together with all other agreements it has
entered into with Franchisor and all rights thereunder to the transferee.

11.2 No Liens. No interest in this Agreement or the Franchise shall be the subject
of a lien, security interest or pledge either in favor of Franchisee as part of a transfer of the
Franchise, or otherwise.

11.3 Time for Exercise. When the instruments and documents which embody the
proposed transfer have been executed by Franchisee and proposed transferee, they shall be
submitted to Franchisor. Within thirty (30) days of receipt of the complete set of such
instruments and documents, Franchisor will inform Franchisee (a) whether it will exercise its
right of first refusal, and (b) if not, whether it will consent to the transfer.

11.4 Franchisor has right to Purchase Store.

(1) If this Agreement is terminated prior to its expiration by the Franchisor in

accordance with the provisions of this Agreement, the Franchisor shall have the right
and option (excercisable by written notice thereof within thirty (30) days after the
determination of the purchase price as provided in subparagraph (2) below to
purchase (at the purchase price determined pursuant to subparagraph (2) below) from
the Franchisee some or all of the assets (including the Franchisee’s inventory of
saleable Products which have been fully paid for by the Franchisee) of the and if the
 13

premises were not leased to the Franchisee by the Franchisor or its Affiliates, the
right to an assignment of the Franchisee’s lease or sublease for the premises of the
Outlet(or, if assignment is prohibited, a sublease for the full remaining term and on
the same terms and conditions as the Franchisee’s lease). There shall be no
provision for payment for leasehold improvements, the title of which shall be
governed by the terms of the Franchisee’s lease or sublease for the Outlet premises.
The purchase price for the assets of the Outlet shall be the depreciated value of those
assets as shown on the Franchisee’s most current federal tax return; provided that the
purchase price shall not contain any factor on increment for “goodwill” or “going
concern value.” The purchase price for the saleable inventory of the Franchisee
which have been fully paid for by the Franchisee shall be equal to ninety percent
(90%) of the original invoice cost charged to the Franchisee. The Franchisor may
exclude from the assets purchased hereunder any fixtures, equipment, signs or
Products and supplies in the inventory of the Outlet that are not approved as meeting
quality standards for an Outlet. The purchase price shall be paid by the Franchisor in
cash at the closing of the purchase. Contemporaneously therewith, the Franchisee
shall: (i) deliver instruments transferring good and merchantable title to the assets
purchased, free and clear of all liens and encumbrances to the Franchisor or its
nominee with all sales and other transfer taxes paid by the Franchisee; and (ii) assign
or transfer all licenses or permits which may be assigned or transferred. In the event
that the Franchisee cannot deliver clear title to all of the purchased assets as
aforesaid, or in the event there shall be other unresolved issues, the closing of the
sale shall be accomplished through an escrow. Further, the Franchisee and the
Franchisor shall, prior to closing, comply with all applicable legal requirements
relating to said transfer. If the Franchisor exercises its option to purchase, pending
the closing of such purchase as hereinabove provided, the Franchisor shall have the
right to appoint a manager to maintain the operation of the Outlet, upon the terms
and conditions of Section 17.4. Alternatively, the Franchisor may require the
Franchisee to close the Outlet during such time period without removing therefrom
any assets. The Franchisee shall maintain in force all required insurance policies
until the date of closing.

(2) If agreement on the depreciated value is not reached by the Franchisee and the
Franchisor within ten (10) days after the effective date of termination, the
determination of depreciated value (as above defined) shall be submitted to a board
of three certified appraisers. One appraiser shall be selected by each party hereto and
the third shall be selected by said two appraisers. In the event of the death,
resignation or disability of any such appraiser, his successor shall be selected as the
appraiser so succeeded was selected. The average of the price determinations of the
appraisers shall be final and binding upon both parties. Each party shall pay all fees,
costs and expenses of the appraiser appointed by it and one-half of the fees, costs and
expenses of the third appraiser.

(3) In the event the Franchisor does not exercise said option to purchase, the Franchisee
shall, within ten (10) days after the earlier of (i) the expiration of the option period
without exercise by the Franchisor of its option or (ii) service by the Franchisor upon
the Franchisee of written notice that the Franchisor does not intend to exercise its
option, remove from the Outlet by physical removal or in the case of signs, by
obliteration, painting over or otherwise, and cease to use, either at the Outlet or
elsewhere, all names, distinctive architectural or other designs, signs, pictures, crests,
shields, and other advertising and equipment which are indicative of the Franchisor
of Franchisee. All Products which are not merchantable due to physical deterioration
or which are “out-of-date” shall be destroyed by the Franchisee.

11.5 Repurchase of Inventory. If this Agreement expires or is terminated by the

Franchisor for any reason, the Franchisor may repurchase all saleable inventory of the
Franchisee, which bear the Names and Marks and have been fully paid for by the Franchisee for
 14

a price equal to ninety percent (90%) of the original invoice cost charged to the Franchisee;
provided, however, that the Franchisee shall pay all freight costs including charges, customs
fees, duties, inspection fees, and the like to bring the inventory back to Franchisor’s warehouse
in connection with the shipment of the saleable inventory to such location as the Franchisor may
designate.

11.6 Continuing Obligations. All obligations of the Franchisor and the Franchisee
which expressly or by their nature survive the expiration or termination of the Franchise shall
continue in full force and effect subsequent to and notwithstanding the expiration or termination
of this Agreement and until they are satisfied in full or by their nature expire this Agreement,
that the Franchisee has made no misrepresentations in obtaining the rights granted hereunder.

In the event that Franchisor notifies Franchisee that it will exercise its right of first
refusal, the proposed transferee will assign to Franchisor all of its right, title and interest to
acquire the Franchise, this Agreement and the Outlet, and Franchisor shall pay the agreed-upon
consideration therefor according to the instruments and documents as they were submitted to
Franchisor pursuant to this Section. Franchisor shall not be required, by exercise of its right of
first refusal, to perform obligations of the proposed transferee which are merely incidental to the
transfer of the Franchise, this Agreement and the Outlet (e.g., employment agreements in favor
of individuals, and brokers or finders fees to be paid by the proposed transferee to Franchisee or
to any principal of Franchisee). Moreover, Franchisor shall have not less than thirty (30) days
from the delivery of Franchisor's notice of exercise to consummate the transfer.

11.7 Personal Confidence. Franchisor, in entering into this Agreement, has evaluated
and decided to repose its confidence in the person of Franchisee (and, if Franchisee is a
corporation or other legal entity, in the persons of its executives). No person shall succeed to
any right or interest in this Agreement or in the Franchise by virtue of operation of law or
proceeding in bankruptcy except with the prior express, written consent of Franchisor. It is the
right of Franchisor to be satisfied that those individuals who control the day-to-day operations of
the Outlet and its strategic and tactical decision makers are responsible and adequately trained
and qualified and in all other ways suitable to the undertaking.

11.8 Interest of Franchisor. The effectiveness of Franchisor's refusal to consent to a

proposed transfer shall not be vitiated, or deemed to be made unreasonably or in bad faith, on
account of (a) any interest or willingness on the part of Franchisor to acquire or cancel the
Franchise or the Outlet, or (b) Franchisor's desire to prevent the public offering or ownership of
equity interest in Franchisee. Franchisor intends to rely upon the personal leadership and
financial commitment of Franchisee (or, if Franchisee is not an individual, of Franchisee's
owners and executives) to the business of the Outlet, and may require Franchisee (and, if
Franchise is not an individual, its present owners) to retain absolute control over the decisions
relating thereto.

11.9 Transfers Defined. The following shall be deemed to be transfers of interests

in the Franchise and in this Agreement, which will require the prior written consent of
Franchisor and are subject to Franchisor's right of first refusal (without either of which, transfers
constitute a breach of this Agreement):

(a) the sale or transfer of all or substantially all the assets of Franchisee, or of
Franchisee's unincorporated division which operates the Outlet, or the sale or
transfer by any shareholder(s) of Franchisee of fifty percent (50%) or more of the
shares of stock or other equity ownership in Franchisee in a single transaction or
in a series of related transactions; Provided, however, that, Franchisor waives its
right of first refusal with respect to the sale or transfer of fifty percent (50%) or
less of the shares of stock or other equity ownership in Franchisee in a single
transaction or in a series of related transactions, unless such sale or transfer
results in a change of control of Franchisee;
 15

(b) the assignment of this Agreement or of any interest in this Agreement or of the
Franchise or any interest in the Franchise to any person, firm or entity, or the
granting of any lien, security interest or other encumbrance upon the Agreement
or Franchise;

(c) the consolidation or merger of Franchisee or any parent or controlling person of

it into any other person or entity; or

(d) the operation of the Outlet under the control of the executor or personal
representative after a period of one hundred twenty (120) days following the
death or legal incapacity of any individual or individuals who, individually or in
the aggregate, own fifty percent (50%) or more of the shares of stock or other
equity ownership in Franchisee, or the transfer of the Franchise or this
Agreement or an interest in either to any heir, legatee or successor of any
individual or individuals who, individually or in the aggregate, own fifty percent
(50%) or more of the shares of stock or other equity ownership in Franchisee.

11.10 Franchisor's Assignments. Franchisor may assign its interest in the Franchise
and this Agreement without the consent of Franchisee. This Agreement and Franchisor's rights,
interests and obligations hereunder shall inure to the benefit of any such assignee which assumes
the obligations of Franchisor hereunder.

SECTION 12: TRADEMARKS

12.0 Registration of Trademarks. Franchisor has registered or has applied for the
registration of certain Trademarks in the Philippines and may from time to time apply for
registration of other Trademarks. Franchisor has agreed that it will use all reasonable efforts to
obtain such registration. Franchisee expressly acknowledges that Franchisor may not have an
effective registration of the Trademarks in the Philippines, and that any applications or
registrations of the Trademarks in the Philippines will be in the Bureau of Trademarks of the
Intellectual Property Office. Accordingly, Franchisor may not have certain presumptive legal
rights.

Franchisee expressly acknowledges that Franchisor is the beneficial owner of all rights,
title, interest and benefit in and to the Trademarks and the goodwill associated with and
symbolized by them. Franchisee shall not acquire any right, title or interest of any kind in the
Franchisor System or the Trademarks or the goodwill associated with them except as has been
expressly provided in this Agreement

12.1 No Contest. Franchisee acknowledges the sole and exclusive right of

Franchisor (except for rights granted under existing and future franchise agreements) to use the
Trademarks in connection with the products and services to which they are or may be applied by
Franchisor, and represents, warrants and agrees that neither during the Term of this Agreement,
nor after the expiration or other termination hereof, shall Franchisee directly or indirectly
contest or aid in contesting the validity, ownership or use or the Trademarks by Franchisor or
take any action whatsoever in derogation of the rights claimed by Franchisor therein.

12.2 Non-Exclusivity. Regardless of whether different or more extensive rights

have been granted pursuant to other agreements between Franchisor and Franchisee, except as
otherwise expressly provided in this Agreement the rights granted to Franchisee under this
Agreement are limited and non-exclusive. Franchisor and its parents and subsidiaries, and their
subsidiaries, have the right to grant such other rights to the Franchisor System or the
Trademarks upon any terms, anywhere in the world, as they shall choose and shall incur no
liability of any kind to Franchisee, including for lost sales or profits arising therefrom. In
addition, Franchisor may, by itself or through or in conjunction with any partner, parent,
subsidiary or affiliated entity, except as expressly agreed in writing otherwise, (a) engage in
 16

offering, selling and distributing products and services of any and all kinds through any
channels of distribution using the Trademarks; (b) engage in, and grant franchises or other rights
for the conduct of, outlets and other businesses which use some or all of the Trademarks or part
or all of the System; and (c) engage in and grant franchises to others for the conduct of
businesses which are directly or indirectly competitive with the Outlet and the Franchisor Chain;
and may do any or all of the foregoing without liability to Franchisee of any kind for lost sales
or profits or on any other basis, and without any right on the part of Franchisee to participate
therein.

12.3 Proper Use. Franchisee shall not link the Trademarks with or incorporate them
into any other name or mark. Franchisee shall use the Trademarks only in the manner expressly
approved by Franchisor, as set forth in the System Manuals. Without limiting the foregoing,
Franchisee shall not (a) register or apply to register any trade name or trademark that
incorporates any part of the Trademarks or is confusingly similar to the Trademarks, or (b) if
Franchisee is an entity, use or include in the name of the entity any part of the Trademarks or
any name or mark that is confusingly similar to the Trademarks.

12.4 Additions and Changes. Franchisor may from time to time during the Term
in its sole discretion revise, amend, add to or delete entries from the list of Trademarks to reflect
changes in the Operations Manuals' schedules of Approved Food Items, or in the advertising,
promotion, marketing and merchandising programs of Franchisor, or for any other purpose.
These revisions, amendments, additions and deletions shall be incorporated by reference into
this Agreement when made. Franchisee shall bear any costs associated with such revisions,
amendments, additions and deletions; provided, however, that if such costs exceed Twenty
Thousand Pesos (P20,000.00) in any calendar year, Franchisee shall not be required to comply
until Franchisor has complied with such changes or committed to comply with such changes
within a twelve (12) month period for at least twenty-five percent (25%) of its then existing
Franchisor-owned King’s Dimsum outlet. Nothing contained in this Agreement shall be deemed
to require Franchisor to offer new or revised Trademarks to Franchisee without new or
additional consideration therefor, or in any event if Franchisor does not deem it appropriate to
do so in its sole discretion.

12.5 Indemnity. Franchisor shall hold harmless and indemnify Franchisee from
and against every Claim arising out of Franchisee's authorized use in accordance with this
Agreement and the System Manuals of the Trademarks as shown on Exhibit “A.” Franchisor's
responsibility under this indemnity shall be limited to the reimbursement of out of pocket
amounts paid to other parties and shall not extend to lost business, sales, profits or opportunities
of Franchisee. Franchisor's responsibility under this indemnity shall be conditioned upon
Franchisee notifying Franchisor immediately upon receiving notice or knowledge of a Claim for
which indemnity is sought, and tendering the defense of same to Franchisor. In the event that
Franchisor takes up the tendered Claim: (a) Franchisor shall control the defense, settlement, trial
and appeal thereof in its sole discretion; (b) Franchisee shall not be reimbursed for any costs of
defense; (c) Franchisee shall cooperate with and support Franchisor in Franchisor's handling of
the Claim; and Franchisee shall stop or modify its use of the Trademarks as and when requested
by Franchisor. This indemnity shall be void in the event of reckless or willful conduct of
Franchisee contributing to the Claim. Regardless of whether or not Franchisor takes up a Claim
as provided in this Section 12.5, Franchisee may not settle any Claim tendered to Franchisor
without Franchisor's prior written consent.

SECTION 13: STRUCTURE, OWNERSHIP AND MANAGEMENT OF FRANCHISEE

13.0 Current Structure, Ownership and Management. Franchisee represents and

warrants that the attached Exhibit “B” correctly describes the current organizational structure,
 17

ownership and management of Franchisee. Franchisee shall notify Franchisor of any changes to
Exhibit “B”.

SECTION 14: EXPIRATION AND TERMINATION

14.0 Cessation of Business. Franchisee shall, immediately upon the expiration

or termination of this Agreement, do the following:

(a) stop all use of the Trademarks;

(b) stop all use of the Franchisor System;

(c) return to Franchisor all complete and partial copies of the Operations Manuals in
Franchisee's possession;

(d) stop all use of all telephone numbers, facsimile numbers, e-mail addresses, home
pages, web sites and the like that are associated with the Outlet and, if Franchisor
should so request, cooperate with Franchisor in causing all applicable telephone
companies and other service providers to reassign such numbers and addresses to
Franchisor or its nominee including, without limitation, signing telephone
transfer forms upon the execution of this Agreement or upon demand by
Franchisor for use by Franchisor upon expiration or termination of this
Agreement; and

(e) alter the Outlet to remove or conceal those features which tend to contribute to its
identification as a _________outlet and be responsible for all associated costs. If
Franchisee shall fail to make or cause to be made any such removal, Franchisor
shall have the right to make such removal at the sole expense of Franchisee,
which expense Franchisee shall pay Franchisor upon demand.

14.1 Incurable Breaches. Franchisor may terminate this Agreement or exercise any
of its other remedies pursuant to Section 14.2 and 14.3 below effective immediately upon
written notice to Franchisee in the event of any of the following:

(a) any breach by Franchisee under Section 3.3, Section 4, Section 7, Section 10 or
Section 11 of this Agreement;

(b) Franchisee for any reason loses possession of the Outlet by condemnation or
otherwise, or closes or is required to close, or abandons, the Outlet;

(c) Franchisee agrees to modify the lease to the Outlet without first obtaining the
approval of Franchisor, which approval Franchisor may grant or deny in its sole
discretion;

(d) Franchisee has made a material misrepresentation or omission in connection with

its application, the grant of the Franchise or the execution of this Agreement;

(e) Franchisee (or any director, partner, officer, or twenty-five percent (25%) equity
holder of Franchisee) is convicted of any felony, or of any crime involving moral
turpitude;

(f) Franchisee knowingly or recklessly under-reports the Net Sales or Gross Sales of
the Outlet to Franchisor;

(g) Franchisee knowingly or recklessly serves in the Outlet food, drinks or

refreshments which has been adulterated or misbranded, or which is unsafe or
 18

which has been packaged, prepared, cooked or maintained in violation of any

governmental statute or regulation intended to protect the public health or safety
or if Franchisor otherwise makes a reasonable determination that continued
operation of the Outlet by Franchisee will result in imminent danger to public
health or safety;

(h) Franchisee under-reports the Net Sales or Gross Sales of the Outlet to Franchisor
by ten percent (10%) or more for any one hundred eighty (180) day period;

(i) Franchisee, within twelve (12) months of notice of breach of this Agreement
which is curable and is cured pursuant to this Section 14.6, commits a subsequent
breach of any provision of this Agreement;

(j) Franchisee shall breach this Agreement otherwise than as described in (a)-(h)
above, but in such a way that no cure is reasonably possible;

(k) Franchisee shall commit any other material breach of this Agreement;

14.2 Franchisee's Curable Breaches. In the event of any breach by Franchisee of

any term, covenant or promise in this Agreement, except for those set forth in Section 14.1
above, Franchisor may terminate this Agreement or exercise any of Its remedies pursuant to
Section 14.3 below, after giving notice of the event of breach to Franchisee, unless Franchisee
shall have, within sixty (60) days (or such longer period as local law may require be allowed),
cured the breach pursuant to Section 14.6 below, notified Franchisor of such cure, and paid to
Franchisor a cure fee of Twenty Five Pesos (P25,000.00), in order partially to defray the cost
and compensate the inconvenience of Franchisor in detecting the breach and enforcing its rights
(but not in lieu of the right to pursue any other remedy available).

14.3 Remedies of Franchisor. In the event of a material breach by Franchisee,

Franchisor may, immediately (if pursuant to Section 14.1) or after the expiration of the sixty
(60) day period for cure, if allowed, with no satisfactory cure having been effected, do all or any
of the following:

(a) terminate this Agreement;

(b) exercise any other remedy which law or equity provides or permits.

14.4 Right of Franchisor to manage after notice of breach to the Franchisee. If the
Franchisor delivers to the Franchisee a notice of default pursuant to Section 14.2 of this
Agreement, and if it is of the belief of the Franchisor that that the Outlet is being inadequately
managed, the Franchisor shall have the right to appoint a manager to operate the Outlet until the
Franchisee is able to resume the proper management and operation of the Outlet. All funds
from the operation of the Outletduring the period of management by the Franchisor’s appointed
manager shall be kept in a separate fund and all expenses of the Outlet, including compensation,
other costs and travel and living expenses of the Franchisor’s appointed manager, shall be
charged to such fund. The Franchisor shall charge P1,000.00 per day during the period of
management by the Franchisor’s appointed manager as a management fee. Operation of the
Outlet during any such period shall be for and on behalf of the Franchisee; provided that the
Franchisor shall only have a duty to utilize reasonable efforts in the operation of the Outlet and
shall not be liable to the Franchisee for any debts, losses or obligations incurred by the Outlet, or
to any creditor of the Franchisee for any products, materials, supplies or services purchased by
the Outlet during any period in which it is managed by the Franchisor’s appointed manager. In
the event that the fund maintained by the Franchisor is insufficient to pay the expenses of the
Outlet in a reasonable business-like manner, the Franchisor shall so notify the Franchisee and
the Franchisee shall, within five (5) business days, deposit in the fund such amounts as shall be
required by the Franchisor to attain a reasonable balance in the fund. The provisions of this
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Paragraph shall not restrict the Franchisor’s right to terminate this Agreement as herein
provided.

14.5 Right of Franchisor to Discontinue Products to the Franchisee After Notice of

Breach to the Franchisee. If the Franchisor delivers to the Franchisee a notice of breach or
non-compliance pursuant to Section 14.2 of this Agreement, in addition to the Franchisor’s
other rights and remedies, the Franchisor reserves the right of the Franchisor (and its Affiliates)
if currently selling Products, to discontinue selling Products to the Franchisee until such time as
the Franchisee corrects the default. Additionally, if the Franchisee fails to adhere to the
standard credit terms of the Franchisor’s Affiliates with respect to payment for any Products
sold by the Franchisor’s Affiliates to the Franchisee, the Franchisor’s Affiliates reserve the right
to cease selling Products to the Franchisee or requiring the Franchisee to pay C.O.D. (i.e. cash
on delivery) by certified check until such time as the Franchisee corrects this problem.

14.6 Requirements for Cure. Franchisee, if notified that it is in breach of this

Agreement shall, if so entitled under Section 14.2 above, cure the breach to the reasonable
satisfaction of Franchisor. No act of Franchisee shall be satisfactory as a cure unless it restores
Franchisor to the condition in which it would have been had there been no breach. Insofar as a
breach by Franchisee has injured the business or reputation of Franchisor, Franchisee shall be
deemed to have cured if, within the period allowed for cure, it initiates such reconstructive
programs and measures, reasonably satisfactory to Franchisor, as will undo such injury. Once
initiated, any program of cure shall be pursued with all practicable energy and without
interruption until the injury is undone.

14.7 Extraordinary Relief . Franchisee recognizes and agrees that for Franchisee to fail
or refuse to comply with the Operations Manuals or for Franchisee to continue operation of the
Outlet(in the same or similar manner) after the expiration or termination of this Agreement will
inflict irreparable harm upon Franchisor for which there may not be any adequate remedy at
law. Franchisor shall have the right to seek the remedies of injunction or specific performance
therefor. In addition, nothing in this Agreement shall prevent Franchisor from bringing an action
in any court of competent jurisdiction for injunctive or other extraordinary relief as Franchisor
deems necessary or appropriate to compel Franchisee to comply with its obligations hereunder
respecting the use or display of the Trademarks or Franchisor's trade dress or to otherwise
protect the Trademarks, Franchisor's trade dress or trade secrets. Franchisee acknowledges that
it is one of a number of licensees using the Franchisor's Trademarks, Franchisor's trade dress
and trade secrets and that failure on its part to comply fully with any of the terms of this
Agreement respecting use of the Trademarks, Franchisor's trade dress or trade secrets could
cause irreparable damage to Franchisor and other licensees of Franchisor and Franchisor.
Therefore, Franchisor shall have the immediate right to seek a preliminary order or injunction
prohibiting the use or display of the Trademarks, Franchisor’s trade dress and trade secrets
during the pendency of all mediation, arbitration or other proceedings, without the necessity of
posting a bond. This covenant shall be independent, severable and enforceable notwithstanding
any other rights or remedies which Franchisor may have.

14.8 Cumulative Rights and Remedies. All rights and remedies of the parties shall
be cumulative and not alternative to, in addition to and not exclusive of, any other rights or
remedies provided for herein or which may be provided or permitted by law or equity in case of
any breach, failure or default or threatened breach, failure or default of any term, covenant or
condition of this Agreement. The rights and remedies afforded either party hereby shall be
continuing and not exhausted by any one or more uses thereof, and may be exercised at any time
or from time to time as often as may be expedient; and any option or election to enforce any
such right or remedy may be exercised or taken at any time and from time to time. The
expiration or earlier termination of this Agreement shall not discharge or release either party
from any liability or obligation then accrued or any liability or obligation continuing beyond or
arising out of the expiration or earlier termination of this Agreement.
 20

14.9 Waivers. No waiver by either party hereto of any breach or default. or of

any of a series of breaches or defaults, or of any term, covenant, or condition herein or of any
similar provision of any other agreement shall be deemed a waiver of any subsequent or other
breach or default. No policy or practice of Franchisor maintained with respect to any of the
subjects of this Agreement shall constitute an amendment of this Agreement, or a new
agreement, or form the basis for an implied contract or an estoppel. No failure of Franchisee to
comply with this Agreement may be excused on account of the alleged failures of other
franchisees, or of Franchisor, to so comply in other Outlet, or on account of Franchisor’s waiver
of compliance, for the purpose of testing different items, services, image, appearance, methods
of operation, ingredients or supplies.

14.10 No Exemplary Damages. Neither party to this Agreement shall assert against
the other party any claim for exemplary or punitive damages arising out of the Franchisor-
Franchisee relationship, the formation or performance of this Agreement, any breach of this
Agreement, or the operation of the Outlet.

SECTION 15: GUARANTIES

15.0 All Holders Execute. Upon the execution of this Agreement and upon each
transfer of any equity interest in Franchisee, Franchisee agrees to cause all holders of a five
percent (5%) or more equity interest in Franchisee to execute a written agreement in the form of
the attached Exhibit “C”personally guaranteeing, jointly and severally with all such other
holders, the full payment of all monies due and owing under this Agreement and also the
performance of Franchisee's other obligations under this Agreement.

SECTION 16: MISCELLANEOUS

16.0 Notices. All notices and other communications required or permitted to be

given hereunder shall be in writing and deemed given when delivered in person, fifteen (15)
business days after deposit in the Philippine Mail by registered or certified mail, return receipt
requested, postage prepaid, or five (5) business days after deposit with a reputable private
overnight courier service such as Federal Express, with instructions to deliver to the address set
forth below, provided that either party may change its address set forth below by giving written
notice of such change of address to the other party.

Franchisor: FRANCHISEE:

________________________ ______________________

Attn: ___________________ ______________________

Copy:___________________ ______________________

Franchisor's System Manuals may provide that notice may also be given by electronic mail and
confirmed by conventional mail using procedures specified in the System Manuals.

16.1 Gender. All terms used in this Agreement, regardless of the number and
gender in which they are used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine or neuter, as the context or sense
of this Agreement may require, the same as if such words had been written in this Agreement
themselves. The table of contents and the headings inserted in this Agreement are for reference
purposes only and shall not affect the construction of this Agreement or limit the generality of
any of its provisions.
 21

16.2 Compliance with Laws. Franchisee shall at its own cost and expense
promptly comply with all laws, ordinances, orders, rules, regulations, and requirements of all
governmental units and appropriate departments, commissions, boards, and offices thereof
relating to the Outlet.

16.3 Payment of Obligations. Franchisee shall pay promptly when due all
obligations incurred directly or indirectly in connection with the Outlet and its operation;
including, without limitation, all taxes and assessments on or against the Outlet land, building
and other improvements, equipment, fixtures, signs, furnishings and other property, and all
accounts and indebtedness of every kind and character incurred by or on behalf of Franchisee in
the conduct of the Outlet business.

16.4 Applicable Law. The laws of the Philippines shall govern the interpretation
of this Agreement and in the event of litigation, the venue shall be the proper court in the place
where Franchisor has its principal office.

16.5 Official Language. The English language version of this Agreement shall be
the official version and all constructions and interpretations shall be made from it, whether or
not the parties agree to have translations made for their convenience.

16.6 Entire Agreement. Any agreement between Franchisee and Franchisor

concerning the development of outlets will remain in full force and effect, but will no longer
apply (if it ever did) to the Outlet. Otherwise, this Agreement and the documents incorporated
herein constitute the entire agreement between the parties concerning the subject matter hereof
and supersede and cancel any and all prior and contemporaneous agreements, understandings,
representations, inducements and statements, oral or written, of the parties in connection with
the subject matter hereof. Franchisee expressly acknowledges that it has entered into this
Agreement as a result of its own independent investigation and after consultation with its own
advisers and not as a result of any representations of Franchisor, its agents, officers or
employees.

If the Franchisee is a legal entity, the Franchisee:

(1) represents and warrants that it is duly organized and validly existing in good standing
under the laws of the jurisdiction of its incorporation or organization, is qualified to
do business in all jurisdictions in which its business activities or the nature of
properties owned by the Franchisee requires such qualification, and has the corporate
or other authority to execute, deliver and carry out all of the terms of this Agreement;
and

(2) agrees that all certificates representing shares of stock of the Franchisee now
outstanding or hereafter issued will be endorsed with a legend in form approved by
the Company reciting that the transfer of shares in the Franchisee is subject to
restrictions contained in this Agreement.

16.7 No Amendments. Except as expressly authorized herein, no amendment or

modification of this Agreement shall have any force or effect unless executed in writing by both
Franchisee and the chief financial officer or the president of Franchisor. Franchisee must not
rely upon statements which are inconsistent with this Agreement unless embodied in an
amendment which has been duly executed. Wherever written approval of Franchisor is required,
it shall be understood to require a complete written statement of the matter being approved
bearing the signature of the president or chief executive officer of Franchisor.

16.8 Partial Invalidity. If any part of this Agreement shall for any reason be
declared invalid, unenforceable or void, the validity of the remainder shall not be affected
thereby and shall remain in full force and effect with the invalid, unenforceable or void portion
 22

eliminated; Provided, however, that, this construction is consistent with the intent of the parties
as expressed in this Agreement.

16.9 Discretion. Wherever this Agreement permits a party to exercise its discretion
in deciding a question, it shall be understood that the party may decide the question without
regard to anything but its own perception of propriety, and that such decision cannot be attacked
on account of the party's purported bias, self-interest, intent or malice, or because the impact of
the decision upon the parties is disparate.

Franchisor shall have the right to seek the remedies of injunction or specific performance
for matters concerning the Trademarks, the System, Franchisor's trade secrets or other
proprietary information. Franchisor shall have the immediate right to seek a preliminary order or
injunction prohibiting the use or display of the Trademarks, the System and Franchisor's trade
secrets during the pendency of all arbitration or other proceedings, without the necessity of
posting a bond. This covenant shall be independent, severable and enforceable notwithstanding
any other rights or remedies which Franchisor may have.

16.10 Fees and Expenses. In the event any party hereto commences any action or
proceeding for the purpose of enforcing, or preventing the breach of, any provisions 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, attorneys' fees for the
services rendered to the prevailing party.

16.11 Units of Measure. Any materials and information provided to Franchisee by

Franchisor pursuant to this Agreement, including without limitation the System Manuals and
any plans and specifications for the Outlet, shall be provided to Franchisee in metric units.

16.12 Language. (a) The Operations Manuals, and all other materials and
information provided to Franchisee by Franchisor pursuant to this Agreement, shall be provided
to Franchisee in the English language. If Franchisee desires to translate these materials into a
local language, Franchisee shall bear the cost of such translation. After the materials have been
translated from English into such other language, Franchisee shall submit the revised materials
to Franchisor for Franchisor’s approval, which approval shall not be unreasonably withheld,
prior to the use thereof by Franchisee. All original and translated materials shall belong
exclusively to Franchisor.

(b) Any materials or information which must be provided to Franchisor by Franchisee

pursuant to the terms of this Agreement, including without limitation a copy of the lease for the
Outlet site, shall be provided to Franchisor in the English language.

16.13 Form of Currency. All references to peso amounts in this Agreement shall
refer to Philippine Pesos ("Php"). All payments to Franchisor by Franchisee required under this
Agreement shall be made in Philippine Pesos.

16.14 Acknowledgments. Franchisee acknowledges and represents to Franchisor to

induce Franchisor to enter this Agreement, as follows:

(a) Franchisee has read this agreement and understands and accepts the terms,
conditions, and covenants contained in this Agreement as being reasonably necessary to
maintain Franchisor’s high standards of quality and service and the uniformity of those high
standards at all King’s Dimsum Outlets in order to protect and preserve the goodwill of the
trademarks.

(b) Franchisee has conducted an independent investigation of the business that is the
subject of this Agreement. Franchisee recognizes that the nature of this business may evolve and
 23

change over time, that it involves business risks and that the success of the venture depends
primarily upon Franchisee’s business ability and efforts. Franchisee further acknowledges that
there may be changes and adjustments made to the operation of the system. Franchisee states
that it has consulted with such professional advisors as it deems necessary to determine that it is
financially prepared to assume the risks that may be involved in such a business venture;

(c) Franchisee has not received or relied upon any promise, representation, guarantee
or warranty, expressed or implied, about the revenues, profits, or success of the business venture
contemplated by this AGreement;

(d) Franchisee is aware of the fact that some present or future licensees of Franchisor
may operate under different forms of agreements, and consequently, that Franchisor’s
obligations and rights with respect to its various Franchisees may differ materially;

(e) No representations have been made or authorized by Franchisor, or by its

officers, directors, shareholders, employees, sales personnel or agents, that are contrary to the
statements or the terms contain in this Agreement, and Franchisee has not relied upon any other
such representations.

SECTION 17: MISCELLANEOUS

17.1 The failure of Franchisor to enforce at any time or for any period of time one or
more of the terms and conditions of the Agreement, shall not be a waiver of such terms and
conditions or of Owner’s right thereafter to enforce each and any of the terms and conditions of
the Agreement.

17.2 The venue of any legal action arising from the Agreement shall be in competent
court of _______________, Parañaque, to the exclusion of all other courts.

17.3 The parties agree to execute such documents, agreements, instruments,

resolutions, and certificates as may be reasonably requested by a party hereto as being necessary
and appropriate to implement the agreement or the intent of the parties hereunder.

17.4 This Agreement is binding on all heirs, successors, and administrators of the
parties.

IN WITNESS WHEREOF, the parties have set their hands in duplicate as of the day and
year first above written.

_________________. __________________.