Franchise Agreement THIS AGREEMENT is entered into on Date, Year by and between PGA PainGoAway, a company incorporated under

the Indian Companies Act, 1956 (herein after referred to as the Act) and having its registered office at (hereinafter referred to as the Franchisor, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors, administrators and assignees deriving title through or from the Franchisor), of the First Part and Mr. ABC, proprietorship concern of _____________________________________, a company incorporated under the Indian Companies Act, 1956 (herein after referred to as the Act) and having its registered office at ___________________________________________ (hereinafter referred to as the Franchisee, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors, administrators and assignees deriving title through or from the Franchisee), of the Second Part

1.

Whereas the Franchisor is the Owner of the service / trade mark PGA and logo and all rights, title and benefits associated therewith. Whereas the said service / trade mark PGA PainGoAway and logo is a reputed service / trade mark for businesses in the field of the Specialist German Therapy. The Franchisee has approached the Franchisor for the right to use the service / trade mark PGA PainGoAway and logo in the territory of Cochin and the Franchisee has agreed to get the right from the Franchisor to use the service / trade mark PGA PainGoAway and logo in Cochin for the treatment of all types of pains using the German Therapy The Parties to this agreement have negotiated the terms and conditions of the aforementioned arrangement as hereunder mentioned and have agreed to record the said terms and conditions to writing.

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Now in consideration of the aforesaid premises and the mutual promises and agreement set forth herein, the parties hereto state, confirm and agree as follows:1. 1.1 Definitions and Interpretation Effective Date means the date of signing of this Agreement.

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Third Party means any person who is not a party to this Agreement. In this Agreement, the headings are used for convenience and ease of reference and are not to be construed in the construction or interpretation of any provision of this Agreement. In this Agreement, unless the context specifies otherwise, reference to the singular includes a reference to the plural and vice versa, and reference to any gender includes a reference to all other genders. In this Agreement, unless the context specifies otherwise, references to the Recitals, Clauses and Schedules shall be deemed to be a reference to the recitals, clauses and schedules of this Agreement. In this Agreement, unless the context specifies otherwise, reference to an individual shall include their personal representative. Words and expressions used in this Agreement but not defined herein shall, unless the context specifies otherwise, have the same meaning as commonly understood as per the laws of the Republic of India. References to any enactment are to be construed as referring also to any amendment or re-enactment (whether before or after the Effective Date), any previous enactment which such enactment has replaced (with or without amendment) and to any regulation or order made under it.

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1.5

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2. 5.

Scope of Agreement Franchisee Rights : The Franchisor hereby grants to the Franchisee the right to use and the Franchisee hereby undertakes to use the service / trade mark PGA PainGoAway and logo in Cochin in relation to businesses in the field of --------------------------------------------------- provided such services are rendered in accordance with the standards determined by the Franchisor from time to time. The said services are more clearly described in Annexure 1 to this agreement. Place of Business : It is agreed by the parties hereto that the Franchisee shall have the right to carry out the services in Location which are the subject matter of this agreement. It is expressly agreed that the Franchisee shall not have the right to carry on and shall not carry out any of the services covered by this agreement outside the territory of Cochin. The place of business mentioned in Annexure 3 and infrastructure required for rendering the services described in Annexure 1 shall be provided by the Franchisee. 2

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Standard of Operations : The Franchisee agrees to follow the standard of operations mentioned in Annexure 2 in the course of its activities involving the use of the service / trade mark PGA PainGoAway and logo in Cochin It is clarified that the Franchisor has the right to change the standards from time to time. The Franchisor shall intimate the change in the standards as soon as possible to the Franchisee. The Franchisee shall make all reasonable efforts to implement the changed standards of operations as soon as possible.

2.4 2.5

Billing & Invoicing : Tr. Software, Hardware & Technology Platforms : The Franchisee shall use the software, hardware & technology platforms approved by the Franchisor for carrying out the services in Cochin which are the subject matter of this agreement. It is agreed that, considering the dynamic nature of the business environment and the business itself, the software, hardware & technology platforms would have to be changed, modified, upgraded to match industry standards. The franchisor shall intimate the franchisee about such changes, modifications or upgrades, as soon as possible. The Franchisee shall make all reasonable efforts to implement the changed standards of operations as soon as possible. (a) It is expressly agreed that the cost of the said software, hardware & technology platforms shall be borne by the Franchisee. (b) The Franchisee shall ensure that its computer system is on line during business hours on all working days to allow access to the computer system by the Franchisor under normal circumstances. The Franchisee :a. Declares that there will not be any claim of permanent ownership over the said business by it. b. Guarantees confidentiality and secrecy for the entire data and information provided by the Franchisor. c. Declares that the Franchisee has proper possession of the premises described in Annexure 3. The Franchisee shall carry on the business from the aforesaid premise which will carry the signboards as required by the Franchisor. The Franchisee shall not use the name of the Franchisor from or in connection with any other location without prior written approval of the Franchisor. d. Agrees to use in the manner permitted by the Franchisor, the name, logo, style and words, signs and marks of or associated with the Franchisor.

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e. Agrees to refrain from appointing on its behalf any sub-agent / subfranchisee or entering any arrangement which tantamount to sub-agency / sub-franchise. f. Agrees not to act as a Franchisee, directly or indirectly, to any other Franchisor in respect of any commercial or other venture which is or is likely to be in competition with the services which are the subject-matter of this agreement. g. Agrees to totally dedicate and exclusively use its premises for the business covered by this Agreement and further undertakes and warrants that the same shall not be leased or sub let or provided to anybody else for any purpose whatsoever. h. Agrees to carry out advertising and publicity campaigns in its area, if required, at its own expense, so however, that all outgoing communications involving the Franchisors name shall be with the prior written approval of the Franchisor only. i. Agrees to ensure the best possible conduct so as to maintain the reputation and goodwill associated with the Franchisor. Agrees to provide to the Franchisor a copy of the database / clientele list with contact details along with such developments, alterations, modifications and additions made thereto from to time and permit the Franchisor to retain a copy thereof on expiry or termination of this agreement.

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k. Agrees to indemnify and keep indemnified the Franchisor for any loss or damage caused in the normal course to the Franchisor on account of willful act or omission or negligence by the Franchisee or its employees. l. Agrees to return forthwith to the Franchisor on expiry or termination of the Agreement, all information, research inputs, records, databases and other documents that may have been provided by the Franchisor to the Franchisee during the continuance of this Agreement without retaining copies thereof.

m. Agrees to send all MIS formats as given by Franchisor properly filled up alongwith proper supportings at such frequency as directed by the Franchisor. n. Agrees to train employees and associates in carrying out their duties at regular intervals

o. Agrees to obtain training provided by the Franchisor in improving performance and enhancement of productivity. p. Agrees to attend all seminars and other meetings as required by the Franchisor. q. Agrees to comply with all legal requirements in the performance of its duties in accordance with the terms and conditions of this agreement. r. Agrees to desist from carrying on any illegal activities in the discharge of its duties under this agreement. s. Agrees to arrange to acquire and maintain throughout the tenure of this agreement infrastructure necessary for the discharge of its obligations under this agreement. Infrastructure for this purpose would include suitable furniture, computer, printer, telephone, internet connection. 3. 3.1 Inspection Right The Franchisee shall permit duly authorised representatives of the Franchisor to enter the premises where the Franchisee is rendering services using the service / trade mark PGA PainGoAway and logo at any time during the business hours of the Franchisee, provided that at least 24 hours notice for the inspection is given to the Franchisee. The purpose of such inspection shall be to inspect and check the rendering of the aforesaid services and that the necessary managerial and financial controls are in place and operational. The Franchisee shall afford to the authorised representative all necessary facilities in order that the inspection may be suitably carried on. The Franchisor undertakes, in exercising rights granted under this clause, not to hinder or interfere with the normal business operations of the Franchisee. The periodicity and timing of such inspection visit shall be at the sole discretion of the Franchisor. The Franchisee agrees to have a fully operational studio as per standards approved by the Franchisor for carrying on businesses in the field of ------------------------------------ within three months from the date of execution of this agreement under normal circumstances. In case of delay in commencing operation in cochin by the Franchisee, the Franchisee shall intimate the Franchisor of the circumstances leading to the delay and take all reasonable steps to commence the operations as early as possible. 5

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4. 4.1

Consideration In consideration for the use of infrastructure of the Franchisee for the activities referred to in Annexure 1 of this agreement, the Franchisor shall pay to the Franchisee a sum equivalent to X% of the monthly receipts ( including any taxes deducted at source in favour of the Franchisor by the payer ) for the period between 1st November, 2009 and 1st November, 2010; Y% of the monthly receipts ( including any taxes deducted at source in favour of the Franchisor by the payer ) for the period between 1st November, 2010 and 1st November, 2011; Z% of the monthly receipts ( including any taxes deducted at source in favour of the Franchisor by the payer ) for the period from 1st November, 2011 onwards from the activities referred to in Annexure 1 of this agreement. All taxes and other statutory payments under this agreement including service tax, income tax and other statutory levies shall be borne by the respective parties. However, the Franchisor shall deduct income tax at source from the consideration payable to the Franchisee in accordance with the provisions of law. The said amount of consideration shall be payable on a monthly basis and shall be paid within 7 days from the end of the calendar month.

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5. 5.1

Representations and Warranties Representations and Warranties of the Franchisor The Franchisor hereby represents and warrants that: (a) It has the authority and/or is lawfully entitled to enter into this Agreement and grant the Franchisee the above mentioned rights and is not under any disability, restriction or prohibition that shall prevent the Franchisor from performing or observing any of its obligations under this Agreement. The terms of this Agreement and its subject matter does not in any manner infringe any Intellectual Property of any Third Party. The Franchisor agrees to indemnify and keep indemnified the Franchisee for any loss or damage caused in the normal course to the Franchisee on account of willful act or omission or negligence by the Franchisor or its employees.

(b)

(c)

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Representations and Warranties of the Franchisee The Franchisee hereby represents and warrants that: (a) The Franchisee has the authority to enter into this Agreement and is not under any disability, restriction or prohibition that shall prevent the Franchisee from performing or observing any of its obligations under this Agreement. The Franchisee has not entered into any agreement that may violate this Agreement.

(b)

5.3

Neither the execution and delivery of this agreement or the fulfillment of or compliance with the terms and conditions of this agreement, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction (including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which either Party is now a party, or result in the violation of either Party's Charter. The executants of this agreement on behalf of either Party have been duly empowered and authorised to execute this agreement and to perform all its obligations in accordance with the terms herein set out;

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6. 6.1

Statutory Approvals This agreement shall be subject to all necessary approvals from Government or other statutory authorities. The Franchisee shall take all reasonable steps to obtain necessary approvals from Government or other statutory authorities in India for carrying on the activities envisaged in this agreement. Each party shall render all reasonable assistance to the other party in obtaining the necessary governmental and statutory approvals.

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7. 7.1

Confidentiality The Franchisee agrees that it shall not, at any time or under any circumstances, without the written consent of the Franchisor, directly or indirectly communicate or disclose to any Person (other than their employees, agents, advisors, auditors and representatives strictly on a "needto-know" basis) any confidential information. 7

7.2

The Franchisee also agrees that, subject to the aforesaid clause, will consult with the Franchisor prior to releasing any press statements or other publicity regarding this agreement or the transactions contemplated by this agreement. The provisions of this section herein above, pertaining to the said Confidential Information shall survive the termination of this agreement for a period of 3 years from the date of such termination. For the purpose of this agreement, Confidential Information means all information, documents, accounts, business plans, contracts, trade secrets, transactions, systems, processes, projects, clientele and any other information of any party, whether disclosed to the recipient party orally or in writing and whether or not the information is expressly stated to be confidential or marked as such, all Intellectual Property and other proprietary information including without limitation designs, customer list, technical specifications, financial information, formula and pricing information, except that the following shall not be considered Confidential Information:(a) that which is in the public domain other than by the recipient partys breach of this Agreement or any other confidentiality agreement; (b) that which was previously known as established by written records of the recipient party prior to receipt from the other party; (c) that which was lawfully obtained by the recipient party from a third party under circumstances which caused the recipient party to reasonably believe that such disclosure and use were lawful; and (d) that which was developed independently by the recipient party or any of its employees, agents or representatives who had no access to the Confidential Information provided by the other party.

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8.

Intellectual Property

8 The Franchisee agrees that all the work created at the Studio, shall be the property of Franchisor. The Franchisee or his employees shall not be allowed to use, copy or reproduce the same, without the prior written consent or authorization of the Franchisor. 8.1 The Franchisor retains all the rights, title and interest in and to their respective services (including without limitation, any and all trademarks, copyrights, patents and other Intellectual Property Rights associated with any of the respective services. 8

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Except as expressly provided herein, neither party shall use the other partys name or any of its trade names or marks, service names or marks, or logos in any news releases or other public disclosures, whether in print or electronic media, without such other partys prior written approval, such approval not to be unreasonably withheld or delayed. The parties agree to reasonably cooperate in the issuance of a joint press release regarding the parties relationship hereunder. The Franchisee shall not carry on any business, directly or indirectly which is in conflict or competition with the activities or services covered by this agreement. For the purpose of this agreement, Intellectual Property includes patents, trademarks, service marks, trade names, registered designs, copyrights, rights of privacy and publicity and other forms of intellectual or industrial property, know how, inventions, formulae, confidential or secret processes, trade secrets, any other protected rights or assets and any licences and permissions in connection therewith, in each and any part of the world and whether or not registered or registerable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing and without prejudice to the generality of the above , more specifically includes :(a) (b) (c) Trade Mark by the name and style of PGA PainGoAway Service Mark by the name and style of PGA PainGoAway Logo given hereunder

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9. 9.1

Exclusivity The Franchisee shall at all times act as a representative of PGA PainGoAway and agrees that the premises of operations shall be exclusively used to perform activities or render services as per this agreement.

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The Franchisee shall not participate in, engage the services of, render services to, or become interested in any business activity that is in competition with the current or planned business of the Franchisor. The Franchisee shall not enter into any agreement or arrangement whatsoever with any other person which shall affect in any manner whatsoever, prejudicially affect the business prospects of the Franchisor in rendering the services which are the subject matter of this agreement. The Franchisee agrees that any connected or associated concern or person shall also not act as a Franchisee, directly or indirectly, to any other Franchisor in respect of any commercial or other venture which is or is likely to be in competition with the services which are the subject-matter of this agreement. The Franchisee shall not, during the term of this agreement and for a period of 3years thereafter, solicit or entice away, or transact business with, any customer or client. In the event that any such action is discovered, at any point, that the franchisee has acted in violation of this representation and warranty, the franchisor shall be entitled to recover its business opportunity loss costs from the franchisee. Such amount could be equivalent to, and not limited to, the amount of revenue that the Franchisor has generated from such client in the past 1 year, the amount of revenue generated from such clients by the franchisee through external transactions.

10.

Hiring of Personnel

Key teaching and training staff employed by the Franchisee for the activities refered to in Annexure 1 of this agreement shall be appointed only after obtaining prior approval of the Franchisor.

11.

Charges of the Franchisee

The rates and charges to be charged by the Franchisor for rendering the services referred to in Annexure 1 of this agreement by the Franchisee shall be determined by the Franchisor from time to time and intimated to the Franchisee within 48 hours. 12. Term of Agreement

This Agreement shall be valid for a period of 5 years from the Effective Date (hereinafter referred to as the Term) and shall automatically extend for a further period of 3 years from the end of every Term unless otherwise agreed upon, in writing, by the Parties or unless terminated in accordance with Section 14 hereof.

13.

Severability 10

If any term or provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining terms and provisions of this Agreement shall remain in full force and effect and such invalid, illegal or unenforceable term or provisions shall be deemed not to be part of this Agreement.

14. 14.1

Termination This agreement shall stand terminated by: (a) (b) mutual written consent of the Parties; or breach of any terms, representations and warranties of this agreement, which has not been rectified within 30 days of written notice to the other Party of such breach; or an occurrence of any event of default as set out herein: (i) Either party is unable to pay its debts; (ii) any resolution is passed resolving that Either party be wound up voluntarily; (iii) any petition for winding up of Either party is filed in any competent Court for winding up of the Either party and such petition has not been dismissed within a period of 120 days after the same has been filed; (iv) any failure on the part of either party to observe or perform in any respect any covenant or obligation under this agreement ; or (d) giving a 90 day Notice of the intention to terminate the agreement by one Party to the other.

(c)

14.2

Termination of this Agreement shall be without prejudice to any right which has accrued to the parties hereto with respect to any antecedent breach of any provision of this Agreement by any party hereto. Amendment & Waiver Any term or provision of this Agreement may be amended or waived only by a writing signed by both Parties to this Agreement.

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15.2

Neither party shall be relieved of any obligation to comply with any of the 11

provisions of the Agreement by reason of any failure of the other party to enforce compliance. 15.3 Neither party shall be relieved of any obligation to comply with any of the provisions of any law, rule, regulation, requirement or order by reason of any failure of the Statutory Authorities to enforce prompt compliance.

16.

Notices

Unless otherwise provided in this Agreement, any notice, request, consent, demand or other communication given or required to be given hereunder shall be in writing and in the English Language and shall be given by facsimile, telex or by mailing the same by registered mail, postage prepaid, return receipt requested to the following: (a) In the case of notices to the Franchisor: Name :________________ Address: ____________________________ Email : __________________ (b) In the case of notices to the Franchisee : Name :________________ Address: ____________________________ Email : __________________

17. Expenses Each party shall bear their respective expenses in connection with this agreement.

18. Assignment Except as may be expressly provided herein, none of the Parties to this agreement may assign any or all of its rights or obligations hereunder without the prior written consent of the other Party. 19. Jurisdiction This agreement shall be governed by and construed under the substantive laws of India, without regard to choice of law principles thereof, and any provision of this agreement which may prove to be unenforceable shall not affect the validity of any other provision of this agreement. The Parties hereby agree that this agreement and any document related hereto shall not be effective unless and until executed or accepted by an authorized representatives of the Parties in Kerala and all disputes arising out of this agreement and any document related hereto shall be subject to the exclusive jurisdiction of the Courts of Kerala.

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20. Governing Law and Jurisdiction This agreement shall be governed by and construed in accordance with the laws of India. The courts in Kerala shall have exclusive jurisdiction.

21. Partnership or Agency Nothing in this Agreement shall constitute or be deemed to constitute a partnership or agency between any of the parties hereto and none of them shall have any authority to bind the other in any way. 22. Arbitration In the event of any dispute between the Parties hereto arising out of or pertaining to the said agreement shall be resolved by arbitration. Each Party to the dispute shall appoint an arbitrator and the arbitrators so appointed shall appoint a third arbitrator as the umpire. Such arbitration proceedings are to be governed by the provisions of the Arbitration and Conciliation Act of 1996. Such arbitration shall be conducted in Thiruvananthapuram.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the day first hereinabove written. SIGNED SEALED AND DELIVERED by the within named PGA PainGoAway Pvt Limited by the hand of its authorised signatory Mr. ________________ ) ) ) )

SIGNED SEALED AND DELIVERED by the withinnamed __________________, ) proprietorship concern of ____________) by the hand of its authorised signatory Mr. ____________________ )

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Annexure 1 Services covered by the Agreement Please give list of service to be carried out by the franchisee (Use the headings in the rate Card)

Annexure 2 Standard of Operations Here fill in the following details:1. How big should the office of the franchisee be ?, how big should the reception be, etc, 2. How big must the logo of the Franchisor that must be displayed outside the office and in the reception area. The franchisor can provide the logo board at the cost of the Franchisee 3. What equipment must be at the Franchisee center to carry out the activities 4. How many employees must be there for different types of jobs ? What must their qualification and experience be 5. How much time can be taken by the franchisee for each job. There must be very stringent time standards for completion of different types of jobs 6. What must the quality of different types of jobs be. Pls give range of quality specifications of different types of jobs 7. What will be the timings of the center, what will the days of holidays be ? 8. What will be the uniform of staff 9. What infrastructure will have to be there at the center, Air conditioning, lighting etc 10. Software must not be pirated 11. Insurance of center 12. Security 13. CCTV 14. How will the data be stored ? What steps will be take to ensure it is not stolen 15. pls write about as many things that come to your mind and what standards you want

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Annexure 3 Location and Floor Plan of Premises at Please give details of address of franchisee

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