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On this -----day of ------- 2002
at Pune  

This Franchise contract for Laser
Cure Clinic is executed at Pune on ---------  

By and Between  

Dr. Prakash B. Katariya, proprietor of Laser Cure
clinic and research center, situated at Bhosale Terrace, Op. Hotel Surya,
Apte Road, Pune 411 004, Age: 51 yr. Occupation: Scientist and Consultant
in Laser Medicine & Alternative Medicines, hereinafter called as
the FRANCHISER.   

 Dr Mr./Ms------------, Age: ----- Occupation: ------------Residing
at --------------------- hereinafter called as the FRANCHISEE  

Whereas 

A)      The franchiser is the proprietor and owner of
Laser Cure clinic and research center.  He has all the required
know-how to offer to the franchise laser cure centers.  The franchisee
is an entrepreneur, who desires to run the franchise by employing qualified
medical staff.

B)      The franchiser also operates, through franchise
outlets, profession of Laser Cure Clinics centers utilizing laser
therapy.  Presently, the franchiser is one of the rare doctors
in India to have obtained postgraduate diploma qualification, in India
and also engaged in clinical research in the field of Laser Medicine.

C)      The franchisee wishes to obtain a franchise from
the franchiser, for the right to use the permitted name i.e. Laser
Cure clinic.  The franchisee needs the know how to run such clinic.
The franchisee needs to obtain the continuing guidance of the franchiser
in the on-going running of the profession, and the franchiser is willing
to grant such a Franchise to the franchisee on the terms and conditions
as set out in this agreement.  

THIS AGREEMENT WITNESSETH as follows:

1.0 GRANT OF FRANCHISE

1.01 In consideration of the future weekly royalties
to be paid in future by the franchisee to the franchiser, undertakings
herein contained, the franchiser hereby grants a franchise to the franchisee. 
Franchiser grants right to operate at --------------- at -------. 

1.02 The term (duration) of the
franchise:

The Franchise clinic will run for period of seven
to ten years.  The franchisee will have option to renew the franchise
at the end of the aforementioned seven-year period with renewal fee
payable at the end of this contract period

2.0 LOCATION of franchise Laser Cure
clinic shall be at  ---------- at ------

2.01 Approval of Location of Center.
The Franchiser approves the premises

Shown by franchisee at ------------------at ------
as the site of the franchise as an acceptable site for Laser Cure
clinic.

3.0 OBLIGATIONS OF FRANCHISOR

3.01 Training at the cost of the
Franchisee: To provide hands on training for only one designated
and eligible (registered medical practitionerwith BAM&S/BHMS/MBBS/MD/MS/MCH
etc) person for ---------days, in Laser Cure clinic for the conduct
of the profession of the Franchisee at ------------------- If franchisee
is non medico he can employ such person full time in all the hours of
the franchise clinic; to be eligible to take a franchise.  The training fees will
be separately charged.   

3.02 Eligibility for training: Only one person shall be eligible to receive the training under the
terms of this agreement. Franchisee
has appointed Dr. --------------------- for the said training.  

3.03 Training of additional persons: If the franchisee requires training for any of his additional employee,
at any mutually agreeable time after the initial training such training
shall be made available by the franchiser at the cost of the franchisee 
 

3.04 Equipment: The franchisee
should ideally buy laser equipment consistent to the equipment at parent
institute, and consistent with the equipment on which the franchisee
or doctor for franchisee is trained. 

The franchisee is liable and responsible for all
the costs repairs, maintenance and insurance of all the laser equipment
and materials stock.  The franchisee must buy, on his own account,
all essential Laser equipments (consistent to the franchisers advise),
computer (with internet access and a web camera, and tally accounting
package), general furniture, and equipments, required for all the franchise
Laser Cure clinic The initial investment should be minimum Rs.10 000
00 Rupees ten Lakhs; ultimate investment could be above Rs.50 000 00
Rupees Fifty Lakhs

3.05  Advertising, marketing and promotion:
The total expenditure on advertising, marketing and promotional matters
may be reasonably shared by franchisee as agreed from time to time.  The franchiser shall notify the franchisee,
within a reasonable time, before launch of any such advertising program
so as to give a chance to the franchisee to participate in such advertising
campaign.

The franchisee agrees to consult franchiser before
releasing any advertisement or communication material like brochures
etc primarily for uniformity, cost sharing and bulk buying benefits
etc.  If franchisee and franchiser participate in any joint advertising,
then either joining party will pay 25% of the advertising cost to the
other; for their address patch to appear in the shared release. 

3.06 Continuing Advice: The Franchiser will provide the franchisee, advice and consultation
by e-mails; and other suitable methods selected by franchiser concerning
the conduct of the profession throughout the term as the franchiser
considers reasonable.  If franchisee needs physical presence of
the franchiser for big activities like camps, seminars etc, it may usually
be provided at reasonable charges, mutually agreed from time to time