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]