AGREEMENT, made as of the day of Month, _____ by and between Maui Tacos International, Inc., a Georgia corporation, located at 1775 The Exchange, Suite 540, Atlanta, Georgia 30339 and 740 Broadway, 12th Floor, New York, New York 10003 (hereinafter the "Franchisor") and Subfranchisor Corp. Name located at Subfranchisor Address (hereinafter referred to as the "Subfranchisor").

WITNESSETH:

WHEREAS, Franchisor, its subsidiaries and its affiliates have acquired, developed and innovated unique methods of merchandising, promotion, production, quality control and distribution of Mexican-type food products and clothing for the franchised operation of Maui Tacos Restaurants under the trademark and trade name of "Maui Tacos" (the "Trademarks") as described in Franchisor's Maui Tacos International, Inc. 1999 Maui Tacos subfranchise Uniform Franchise Offering Circular (the "subfranchise UFOC") which has been previously received by Subfranchisor; and

WHEREAS, Subfranchisor acknowledges receipt on___________ (the "Disclosure Date") of the subfranchise UFOC and Franchise UFOC; and

WHEREAS, Franchisor is authorized to issue Maui Tacos subfranchise agreements and Maui Tacos Restaurant franchise agreements in the State of Insert State including the Counties of______________________ (approximate population___________); and

WHEREAS, Franchisor awards Maui Tacos Restaurant franchise agreements for traditional and non-traditional Maui Tacos Restaurants. Non-traditional Maui Tacos Restaurants shall be deemed to be Maui Tacos Restaurants installed within another primary business such as colleges, universities, convenience stores, supermarkets, hospitals, department stores, etc. Traditional Maui Tacos Restaurants are generally developed via the execution of a lease for the Maui Tacos Restaurant premises by a subsidiary leasing corporation of the Franchisor which is subleased to the approved Maui Tacos Restaurant franchisee. Nontraditional Maui Tacos Restaurants are developed by the execution of a standard Maui Tacos Restaurant nontraditional franchise agreement without the execution of a lease for the Maui Tacos Restaurant premises, except in certain circumstances when a lease is obtained; and

WHEREAS, pursuant to this agreement and as described in the subfranchise UFOC, Subfranchisor is obligated to provide to Maui Tacos Restaurants support services on behalf of Franchisor including, but not limited to, assistance in the nature of consultation, advice and guidance regarding location selection, lease negotiations, construction coordination, "Grand Openings", store training, marketing advice and implementation, promotions, point of sale purchases or any other administrative tasks designated by Franchisor as support programs that need to be implemented for proper management of the Territory (collectively the "Support Services"); and

WHEREAS, it is the desire of Subfranchisor to become a regional support entity to provide the Support Services in the Territory required by Franchisor in order to receive a portion of the initial and continuing franchise fees received from each franchisee in the Territory as hereinafter described and in the subfranchise UFOC; and

WHEREAS, Franchisor is willing to sell and grant to Subfranchisor, a subfranchise agreement, under the terms and conditions set forth herein for the Counties of_______________, State of______________ (hereinafter the "Territory"); and

WHEREAS, after consultation with independent counsel and a diligent investigation of all available information, Subfranchisor is willing to purchase and receive a grant by Franchisor of a subfranchise agreement, under the terms and conditions set forth herein for the Territory.

NOW, THEREFORE, in consideration of the mutual promises and covenants, it is mutually agreed as follows:

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