DISTRIBUTION FRANCHISE AGREEMENT This Agreement is made and entered into as of this 25th day of January 2008 By and

between [ .., a Company existing and organized under the Laws ...... (country), having its Company place of business at . (full address), duly represented by Mr. .. And [ .., a Company existing and organized under the Laws ...... (country), having its Company place of business at . (full address), duly represented by Mr. .. (title) (the Franchisee)] [ , an individual or individuals having a place of business at (full address) (collectively the Franchisee)]. WITNESSETH WHEREAS Company is the proprietor of certain industrial and intellectual property rights relating to various trademarks, trade names, shop signs, utility models, designs, patents etc., as defined in articles below and described in, as well as of valuable Know-how. WHEREAS Company has designed and developed a marketing method, a system of distributing specified products, as defined in articles below, using the Marks, business methods and techniques, business policies, recipes, specifications, standards, procedures contained in the articles. WHEREAS Company wants to exploit the Franchise System in territory as defined in articles here to (the Territory) and acknowledges that Franchisee is capable to enter the COCO-MAT Companys franchised distribution network. WHEREAS Franchisee, been aware of the fact that the Know-how in relation to the Franchise system in combination with the Marks and the Products represent a high reputation and goodwill, desires to enter COCO-MAT Companys franchised network and work as an independent contractor under the terms and conditions set forth here in. WHEREAS Company agrees to grant to Franchisee, in exchange of direct [or indirect] financial consideration, a license to use the package of the abovementioned industrial and intellectual property rights, including the Know-how, for exploitation and marketing of Products within the Territory. NOW, THEREFORE, in consideration of the premises and mutual covenants here in contained, the parties agree as follows: ARTICLE 1- DEFINITIONS The following terms as used in this Agreement shall have the following meanings set forth in this Article: 1.1 The term Marks shall mean the trade name MAXI Ltd and trademark of Company COCO-MAT as described to this Agreement, and such other trade or service marks, names, logos, symbols and emblems used by the Company as described to this Agreement, as well as forms, processes, formulate advertising elements, packaging, color schemes, words, designs and more generally all objects relating to the Products which are the subject matter of this Agreement. 1.2 The term Know-how shall mean all information and data, relating to the Franchise System which are in possession of or available to the Company now and during the term of this Agreement and which the Company determines to be necessary for the storage, packaging, marketing and use of the Products as well as all information necessary to obtain, maintain, update or protect the validity, enforceability and effectiveness of licenses, registrations or authorizations concerning the Products. 1.3 The term Territory shall mean ROMANIA ARTICLE 2- SCOPE OF THE AGREEMENT 2.1 The purpose of this Agreement is to set forth the terms and conditions on which COCO-MAT Company grants Franchisee an exclusive license to use and exploit, during the term of this Agreement and any

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renewal there of, the Franchise System for the purpose of distributing/marketing the Products to end users through out the Territory from the premises mentioned of this article. Franchisee undertakes to open and operate, under the guideline of COCO-MAT Company, Operational Units in ROMANIA according the provisions of article 5 below.

ARTICLE 3 EXCLUSIVITY NON COMPETITION 3.1 During the term of this Agreement and any renewal here of, COCO-MAT Company shall not with in Territory: (i) grant the right to exploit part of the Franchise System to third parties; (ii) itself exploit the Franchise System, or itself distribute the Products under a similar formula; 3.2 During the term of this Agreement and any renewal here of, Franchisee shall: 3.2.1 Not own, manage, engage, or participate directly or indirectly, in any other business similar to the business reasonable contemplated by this Agreement in the Territory without Companys prior written consent. 3.2 During the Term of this Agreement and any renewal here of and for five (5) years after termination or expiration of this Agreement, Franchisee shall: 3.2.1 Refrain from seeking customers for the Products and generally advertise the Products outside the Territory. ARTICLE 4 ENTRY FEE AND ROYALTIES 4.1 Upon execution of this Agreement, Franchisee shall pay to Company the amount of eighty thousands euro (80.000) for the exclusive right to use and exploit the Franchise System in Territory (Entry Fee) which shall be refunded in promotion activities for one (1) year. 4.2 The validity of this agreement shall be in force when the Franchisee deposit money in a bank (will be paid entry fee into COCO-MAT s account). 4.3 There are not royalties or annual fees charged. ARTICLE 5- FRANCHISEES OPERATIONAL UNITS 5.1 Franchisee is the owner of the premises mentioned in article 2. COCO-MAT Company agree that, except a license for operation is required from any appropriate authority, these premises meet its requirements and approve their location 5.2 Upon execution of this Agreement, Franchisee undertakes to obtain, if required, all official approvals to reform or rearrange his Operational Units according to Companys guidelines. The relevant expenses burden the Franchisee. 5.3 Upon obtaining the required licenses, Franchisee shall then construct, decorate and equip, at his own cost, his Operational Units according COCO-MAT Companys guidelines and designs contained in the Operations Manual which constitutes by Marketing dpt. Furthermore, Franchisee shall repair and purchase new equipment in case these repairs and purchases are necessary to maintain the quality specifications of the Franchise System. 5.4 Franchisee shall not, without COCO-MAT Companys previous written consent, which may not be unreasonably withheld, remodel his Operational Units, change the equipment or interior or exterior decoration, color schemes, signs etc. Company is free to update from time to time its Operations Manual as a result of experience, changes in law or marketplace, provided Franchisee is informed well in advance and trained accordingly to conform to these changes. 6.1 ARTICLE 6- OBLIGATIONS AND RESPONSIBILITIES OF FRANCHISEE Franchisee agrees, during the term of this Agreement and any renewal there of, that he will faithfully, honestly and diligently perform his obligations here under and that he will continuously exert his best efforts to promote the Products of the Franchise System within the Territory in his own name and for his own account. In this respect Franchisee agrees and undertakes to: Use his best efforts to exercise and exploit COCO-MAT Companys package of Industrial and intellectual property rights by promoting the Products sales. Operate his units in accordance with the COCO-MAT Companys guidelines contained in the Operations Manual as amended by the COCO-MAT Company from time to time and according to the provisions of articles. Operate his general business in accordance with applicable laws and governmental regulations including but not limited to labor, health and safety laws and regulations and obtain at his expense, and keep in force any permits, license, registrations, certifications or other consents required for the operation of his business, including registration of this Agreement and use of the Marks. Franchisee shall forward to Company copies of any documentation relating to these items. Attend or have its personnel to attend the training programs (initial, supplemental or refresher ) on the operation of the Franchise System, furnished by Company at such place and time. Both parties agree that only after a successful completion of the initial training program Franchisee shall be entitled to manage the operation of the Franchise System. If Franchisee or its personnel fails to complete the initial training program the Company shall have the right to terminate this Agreement. COCO-MAT Company shall bear all costs for the provision of such training programs and Franchisee shall bear the costs of transportation, accommodation, living expenses incurred in the training programs.

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6.1.6 6.1.7 6.1.8 6.1.9

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6.1.11 6.1.12 6.1.13 6.1.14

Use or display Companys trademarks for the only purpose to operate the Franchise System within Territory on materials used in connection with Franchisees Operational Units as prescribed by Company and as provided in this Agreement or in the Operations Manual and in Companys sole interest. Notify the Company in writing of any infringement or possible infringement of Companys Marks in the Territory according to the provisions of article 12 here to. Construct and generally decorate his Operations Units according to the provisions of article 5.3 in order to preserve the common identity of the Franchised network. Hire, train and maintain at all times a sufficient number of qualified and trained employees so as to be able to promote the sale of the Products according to the quality specifications of the Franchise System. Provide every day (DAILY REPORT) COCO-MAT Company with reports, in a form to be agreed with Company, about the Products sold, the equipment utilized and any other information acquired by Franchisee and is useful to COCO-MAT Company and to Franchise System. Exercise due diligence to keep Company informed about: (i) the laws and regulations of the Territory to which the Products must conform, such as import regulations, labeling, technical, specifications and safety requirements and (ii) the laws and regulations of the Territory concerning Franchisees activities, as far as they are relevant to COCO-MAT Company. Advertise the Products to customers within the Territory in accordance with the guidelines established by the COCO-MAT Company . All advertising efforts shall be consistent with COCO-MAT Companys marketing policies and Franchisees marketing efforts in the Territory and shall be approved beforehand by Company. To that extent Franchisee shall submit to COCO-MAT Company a detailed advertising and promotion program containing all his ideas destined to promote Products in the Territory. Purchase the equipment and furniture for his Operational Units, as well as the required signs in accordance with the provisions of article 8 hereto. Place orders for the Products and pay the purchase price thereof in accordance with the provisions of Articles 8 and 9 here in below. Use his best efforts to reach the agreed Minimum Gross Sales Target in accordance with the provisions in Article 10 here in below. Not make any misrepresentations to the Company. Franchisee shall not impair the reputation, goodwill, business or profitability of the Company nor shall impair the Companys Marks.

ARTICLE 7- OBLIGATIONS AND RESPONSIBILITIES OF COMPANY 7.1 7.2 7.2.1 7.2.2 7.3 7.3.1 7.3.2 7.3.3 Company hereby agrees to incorporate Franchisee organically and technically into its distribution of Products network, which functions under the Companys permanent supervision. Company agrees and undertakes to grant to Franchisee: Access to COCO-MAT Companys Know-how pertaining to the opening and operation of the Unit, which is essential for the construction, operation and equipment of the Unit under Marketing department instructions. Continuous access to information pertaining to new developments and techniques in the COCO-MAT Companys business. Company agrees and undertakes to: Provide Franchisee with periodic consultations regarding the operations of the Franchise System in order to enable him to properly operate his unit. Provide Franchisee free of charge with examples of basic documents of already existing operational units for construction, set up, interior/exterior decoration of the Unit to be operated in the Territory as mentioned in article 2 hereto. Provide Franchisee with reasonable quantities of brochures, Companys sales documentation in the English language and of promotional advertising material at cost.

ARTICLE 8- SUPPLY OF EQUIPMENT, FURNITURE AND PRODUCTS 8.1 The supply of the Products to Franchisee for the operation of his Unit shall be governed by COCO-MAT Companys standard conditions of sale and as amended from time to time by COCO-MAT Company ; provided however that in case of conflict between such standard conditions of sale and the provisions of this Agreement, the latter shall be prevail. Company shall use its best efforts to accept Franchisees purchase orders and to sell to Franchisee reasonable quantities of each Product to meet the demand for the Products in the Territory. Company shall supply all Products ordered by Franchisee provided that payment of the Products price is adequately warranted. The Franchisees first order will be under proposal of COCO-MAT Company by 30% of the totally orders amount and the delivery will carry after the deposit of the equivalent amount in the bank. The decoration of Franchisees place will be under the Marketings Department directions . The product Mix should be determined with the Marketing Department . Repeat orders based on customers demand. Linen and decorative supplies should be at about average of demand.

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8.3 8.4 8.5

ARTICLE 9- PRICES- PAYMENT TERMS 9.1 Franchisee shall make payment for all Products 30% by order on account as a deposit and rest to delivery against presentation of the relevant invoices.

All payments shall be made in euro. It is expressly agreed that the Products sold and delivered to the Franchisee shall remain Companys property until Company has received payment thereof in full; provided however that the risks of loss and damage to the Products shall he transferred to Franchisee upon delivery. 3.2 [ARTICLE 10- FRANCHISEES GROSS SALES 10.1 Franchisee undertakes that the annual gross purchase from COCO-MAT Company, will be in 2008 : 300.000 euro, 2009 : 500.000 euro, 2010: 900.000 euro , 2011 : 1.000.000 euro and 2012 : 1.000.000 euro. If Franchisee cannot meet the Gross Sales Target agreed upon for reasons for which Company cannot be held responsible or for reasons other than events which are beyond Franchisees control , COCO-MAT Company shall be entitled at its sole discretion, subject, to terminate this Agreement . ARTICLE 12- MARKS 12.1 Franchisee agrees neither to register nor to have registered any Marks of Company or any trademarks, trade names or symbols which are confusingly similar to those of COCO-MAT Company, in the Territory or elsewhere. 12.2 Franchisee shall not without the prior written approval of Company, permit the removal or obliteration from the Products of any trademarks or badge affixed thereto by COCO-MAT Company. Franchisee shall promote, advertise and sell the Products solely under the Marks, provided that the advertisement of the Products may include the name and/or address of the Franchisee. Moreover, Franchisee shall not include in his business or corporate name COCO-MAT Companys trademarks or trade names without COCO-MAT Companys prior written consent. 12.3 Franchisee agrees that after the termination or expiration of this Agreement, he will not directly or indirectly, at any time or in any manner identify himself as a Franchisee of, or otherwise associated with, the Company or use in any manner or for any purpose any copy, reproduction of the Marks or of any portion of the Marks. ARTICLE 13 TERM AND TERMINATION OF THE AGREEMENT 13.1 Term of the Agreement [This Agreement shall come into force on 25/01/ 2008 and shall remain in force for five (5) years until 2012. Thereafter, it shall be automatically renewed for successive periods of one (1) year, unless terminated by either party upon registered letter with return receipt. 13.2 Each party reserves the right to terminate this Agreement prior written notice. ARTICLE 14- ASSIGNMENT 14.1 Assignment by Company This Agreement and any of the rights and obligations there under are fully assignable by the COCO-MAT Company and shall inure to the benefit of any assignee or other legal successor if there is a serious reason. 14.2 Assignment by Franchisee This Agreement and any of the rights and obligations thereunder may not be assigned, sold, hypothecated, subfranchised or otherwise transferred by Franchisee without the prior written consent of Company. APPENDIX - PRICE LIST

IN WITNESS WHEREOF, both parties have executed this Agreement in two (2) original copies in [place] on the .day of20 For and on behalf of COMPANY By. Name Title.. [For and on behalf of] FRANCHISEE By.. [Name] [Title]