Sample Franchise Agreement

THIS AGREEMENT made this ~day of Month, ______, by and between Pasta
Central Co., an unincorporated division of Blimpie International, Inc., a New
Jersey corporation, located at 740 Broadway, 12th Floor, New York, New York
10003 ("Franchisor"), and Corporation located at Address ("Operator," as also
defined in Article 10):

DEFINITIONS

In this Agreement the following capitalized terms shall have the meanings
set forth below, unless the context otherwise requires:

(i) A Pasta Central Branded Product is any product now existing or
developed in the future that bears Franchisor's Marks and is sold by some or all
Pasta Central Franchisees or Franchisor or other entities authorized by
Franchisor, such as supermarkets, grocery stores or convenience stores.

(ii) A Pasta Central Distribution Point or Distribution Point is any
system other than a Pasta Central Restaurant, where Authorized Pasta Central
Products using Franchisor's Marks are sold, such as carts, kiosks, vending
machines or other product distribution systems developed now or in the future
and authorized by Franchisor.

(iii) A Pasta Central Restaurant is a restaurant or other outlet, whether
a Traditional Restaurant or a Nontraditional Restaurant, that specializes in the
sale of Authorized Pasta Central Products, as defined below, that is operated
under Franchisor's Marks, as defined below, and is authorized by a Franchise or
License Agreement made or approved by Franchisor.

(iv) A Nontraditional Restaurant is a Pasta Central Restaurant located
within another primary business or in conjunction with other businesses, some of
which may be other fast-food type operations.

(v) A Traditional Restaurant is a business premises that exists primarily
as a Pasta Central Restaurant. However, such Traditional Restaurant may also
have other types of businesses located in it, but in such case the Pasta Central
Restaurant is the primary business.

(vi) A System Restaurant is a Pasta Central Restaurant from which Pasta
Central Authorized Products are sold for on-premises or off-premises
consumption, and from which Authorized Pasta Central Products may be delivered
for off-premises consumption.

(vii) Authorized Products or Pasta Central Authorized Products are
products approved or authorized by Franchisor in accordance with Article 5 or 8
of this Agreement.

WHEREAS, Franchisor is the owner of the trademark "Pasta Central", for
which an application for registration has been filed with, or a registration has
been issued by the United States Patent and Trademark Office of the United
States of America, and Franchisor may in the future

become the owner, licensee and/or authorized distributor for related trademarks,
including logos and designs (collectively, "Franchisor's Marks"); and

WHEREAS, Franchisor has developed and continues to develop a system for
merchandising Pasta Central authorized products, which system includes
distinctive signs, food recipes, uniforms, and various trade secrets and other
confidential information, and in some cases also includes architectural designs,
equipment specifications, layout plans, inventory, record-keeping and marketing
techniques (the "System"). The System is materially reflected in Franchisor's
Operations Manual, Local Restaurant Marketing Manual and Construction Manual
(collectively, the "Manuals"). Franchisor identifies the System by Franchisor's
Marks, and such other trademarks, service marks, trade names, logos and designs
as may be designated by Franchisor in writing as being authorized for use under
the System. Franchisor's Marks identify for the public the source of the
services rendered in accordance with the standards and specifications
established by Franchisor; and

WHEREAS, the System as used in existing Traditional and Nontraditional
Pasta Central Restaurants and Pasta Central Distribution Points have established
or will establish a reputation for quality, cleanliness, appearance and service,
and through such operations and continued marketing and advertising efforts,
have created demand and goodwill for the authorized Pasta Central food products
sold as a result of which the System has acquired valuable goodwill and a
favorable reputation; and

WHEREAS, Operator desires to enjoy the benefits of (i) operating under the
System and using Franchisor's Marks, and (ii) being authorized and licensed to
operate one System Restaurant as set forth below within the System in strict
accordance with the standards and specifications established by Franchisor; and

WHEREAS, Franchisor is willing to grant Operator a license under
Franchisor's Marks and the System, subject to Operator's strict compliance with
the terms and conditions of this Agreement.

NOW, THEREFORE, the parties agree as follows:

source

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