Assignment of Franchise Agreement

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Assignment of Franchise Agreement THIS AGREEMENT made as of [Date of Agreement (ie. July 31, 2002)] AMONG: [NAME OF FRANCHISEE] a [State of Incorporation of Franchisee]

(the "Franchisee") - and [NAME OF FRANCHISOR] a [State of Incorporation of Franchisor]

(the "Franchisor") - and [NAME OF BUYER OF FRANCHISE] a [State of Incorporation of Buyer of Franchise]

(the "Buyer") WHEREAS:

(A)

By Agreement dated as of [Date of Franchise Agreement] (the "Franchise Agreement"), the Franchisor granted to the Franchisee a license and Franchise to conduct the operation of a [Describe Franchised Business (ie. a retail Pizza restaurant)] (the "Franchised Business") at the premises municipally known as [Address of Premises of Franchised Business] (the "Premises");

(B)

The Franchisee has agreed to sell substantially all of its assets and undertaking used in the conduct of the Franchised Business to the Buyer as of [Effective Date of Assignment] (the "Effective Date"); and

(C)

In connection with such sale, the Franchisee has agreed to assign the Franchise Agreement to the Buyer as of the Effective Date;

NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

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1.

The Franchisee hereby sells, transfers and assigns to the Buyer, as of the Effective Date, all of its right, title and interest in and to the Franchise Agreement together with the unexpired residue of the term of the Franchise Agreement and all benefits to be derived therefrom, subject to the payment of all royalties and fees and observance and performance of the covenants, provisos and conditions on the part of the Franchisee therein.

2.

The Franchisee covenants with the Buyer that the Franchise Agreement is a valid and subsisting franchise agreement and that provision has been made for payment of all royalties and fees reserved thereby to the Effective Date, that the covenants, provisos and conditions thereof on the part of the Franchisee have been duly observed and performed up to the Effective Date, that the Franchisee is entitled to assign the Franchise Agreement, that subject to the payment of royalties and other fees and the observance and performance of the covenants, provisos and conditions of the Franchise Agreement, the Buyer may enjoy the rights of a Franchisee under the Franchise Agreement for the residue of the said term, without interruption by the Franchisee or any person claiming through it and that the Franchisee shall, at all times hereafter, at the request and cost of the Buyer, execute such further assurances in respect of this Agreement as the Buyer may reasonably require.

3.

The Buyer covenants with the Franchisee and the Franchisor that the Buyer will, throughout the residue of the term of the Franchise Agreement and any renewal thereof, pay the royalties, fees and other charges and obligations of every kind and nature whatsoever therein reserved, at the time and in the manner provided in the Franchise Agreement and observe and perform the covenants, provisos and conditions on the part of the Franchisee therein set forth and will indemnify and save the Franchisee harmless from all actions, suits, costs, losses, damages and expenses in respect of such covenants, conditions and provisos.

4.

The Franchisor hereby acknowledges that the Franchise Agreement is in good standing as of the Effective Date, and that all royalties and fees due under the Franchise Agreement have been paid to the Effective Date, or provision has been made, therefore and the Franchisor hereby consents to the within assignment. The Franchisor covenants and agrees that it will not require any payment from the Buyer under the Franchise Agreement for any arrears of royalties or fees or otherwise existing prior to the Effective Date.

5.

The Franchisor hereby remises, releases and forever discharges the Franchisee from any and all obligations and liabilities it may have to the Franchisor under or in any way in respect of the Franchise Agreement, except for any liability for arrears of payments under the Franchise Agreement existing as of the Effective Date and except for any obligations of the Franchisee expressed in the Franchise Agreement as surviving the termination of the Franchise Agreement.

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6.

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

7.

This Agreement shall be interpreted in accordance with the laws of the State of [State (ie. California)].

IN WITNESS WHEREOF the parties hereto have set their respective hands and seals as of the date first above written. [NAME OF FRANCHISEE]

Per: Name: Title:

[NAME OF FRANCHISOR]

Per: Name: Title: [NAME OF BUYER OF FRANCHISE]

Per: Name: Title: