TDS Group plc (EXPORT MANAGER OF TRIGANO GROUP, PLA AND ITINEO)

__________________________ ltd

Contract of dealership: _________________________

   

  This Treaty shall conclude:

- TDS Group PLC, Letaliska 29, SI-1000 Ljubljana, represented by director Tali Rezun (hereinafter referred to as "export manager")

and

- ______________ plc Represented by _______________________ ______________( referred to as "Seller")

1st DEFINITIONS OF TERMS

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In this agreement the following terms have the following meanings:

Term Meaning:Corporate image - graphic created documentation boards, promotional material Total telephone assistance center tenant assistance center vehicles - SELLER enters it only if it so desiresDocumentation Forms - for the sale of motorhomes, the application forms for errors, the list is in Annex 2 Franchise Network - Export managerand all vendors that use Intellectual Property of the official representative Official representative - TDS Group Company, Letaliska 29, SI-1000 Ljubljana

Seller:Official representative of the Intellectual Property Concept - Corporate Image and Brand The concept to provide services under the brand, using its image, System sales and reception, documentation, booking center and support center

Motorhome sales services [and transmission or. representation in the sale of motorhomes]

, reg. NO. 200671783, which is owned by Dusan Lazar

2nd PRELIMINARY FINDINGS

01.02. The parties initially note

2.1.1 To be the official representative of the annual investments and more effective functioning of the market has matured and gained confidence in their services;

Export manager2.1.2 To market its services under the brands: ____________________ used by the negotiated contracts with manufacturers.

2.1.3 To make bear good name that consumers associate the services of a high standard and high-quality motorhomes.

2.1.4 In order to vendor sales by acquiring brands become part of established networks, which would guarantee him a large number of sales and the resulting increased revenue.

2.2. Parties regarding the above, note that they will have mutual benefits of cooperation established by this Treaty and, therefore, agree as follows:

3th OBJECT OF THE CONTRACT

3.1. Export manager is bound by this Treaty to allow Seller to perform services in the region _______________by exploiting brand ____________ and the use of integrated image and the concept of an official agent.

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4th LICENSE

4.1. Export manager allows the seller to carry out service in Region__________ for duration__________ using the trade mark and corporate image and concept for the provision of services under the brand awarded.

4.2. The right to use intellectual property rights is for specific region. In areas outside the region all rights are retained by official representative.

4.3. The seller must not allow exploitation of intellectual property for his region

5th STANDARDS

5.1. The seller undertakes to provide services to the following standards: Motorhomes

5.1.1, Motorhomes which will be offered for sale by the seller will not be other brands as agreed in the contract

5.1.2 The premises of the seller, where the reception party takes place should be in good condition and cleaned, equipped with the impeccable furniture and communications equipment such as computer, phone, fax, internet

5.1.3 The premises of the reseller must be available to customers free of charge, a sufficient quantity of commercial material stating the official representative of the entire distribution network;

5.1.4 Staff should be dressed in appropriate business dress and qualified to provide services in accordance with the concept.

5.2. The export manager can change the independent standards of his network, the seller must accept new standards and adapt to them

6th TRAINING

6.1. Seller undertakes staff training within 30 days after the entry into sales network of this Treaty. Training includes:

6.1.1 8 hours of training for up to 2 persons in the premises of the official reseller of the representative (training for a customer and filling out forms, receive complaints, review of motorhomes, conduct a damage vehicle, using reservation center, service center implementation assistance);

6.1.2 16 hours of training on the premises of the seller (the training of personnel in the performance of direct service).

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6.1.3 Cost of training is included in the contract.

7th SALES NETWORK

7.1. From the date of entry into sales network of this Treaty, the official representative shall be obliged to include seller in its sales network.

7.2. The sales network is set up so that, upon insertion of a new reseller the region where such a new seller has the exclusive right to intellectual property exploited the official representative for the provision of services, with such a region should not interfere in the another region. Official representative may change the scope of Regions only with the consent of the seller.

7.3.1 If a seller who is a member of the sales network has not have a suitable motorhome in demand by a potential buyer, can obtain such a motorhome with another seller, who is a member of the sales network

7.4. The documentation (Forms)

7.4.1 Official representative of the seller will deliver a sufficient quantity of forms required for the provision of services.

7.4.2 Unused forms remain the property of the official representative

7.5. Assistance center.

7.5.1 Official representative will establish a wide network of overall sales assistance call center, which will run every weekday.

7.6. Advertising.

7.6.1 The export manager required to advertise the entire sales network of Internet sites that will be the official representative regularly updated so that in addition to the export manager advertises all sellers equally.

7.6.2 Export manager is bound, indicating the reseller also indicate that the official representative of the seller and the seller agreed mark ______________ motorhomes.

7.6.3 Export manager of the seller will provide promotional material that is [TBD]. Advertising material is owned by the official agent, the seller may used it according to this treaty

7.7. Official Support representative.

7.7.1 Official representative of the seller will provide support and it will be available for any questions relating to the provision of service.

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7.7.2 Official representative will provide spare parts for motorhomes. The spare parts are requested by seller directly.

8th PERFORMANCE OF SERVICES

8.1. The seller will operate in its own name on his account. The seller is not an agent, representative, and is not providing services on behalf of the official agent, or under any contract on the part of the Official agent. The export manager shall bear no responsibility for the business of the seller.   8.2. The seller will have professional and honest relationship with consumers and the services performed in accordance with the Standards.

8.3. The seller will follow the instructions on the official representative of the business, customer relations and advertising.

8.4. The seller will equip its office with the board, which will bear the name of the official representative. Board must be at least 1 m X 2 m.

8.5. The seller will have in the office the promotional material provided by the Export manager.

8.6. The seller will use any pre-application service brand and corporate image and concept.

8.7. The seller will not use the brand, and corporate identity to carry out any activities other than services.

8.8. The seller informed the official representative of the possible changes or improvements could be made in the provision of services. Both signatory to change financially evaluated, so that if the official representative of the useful, then the seller may receive a 'financial' franchise payment discount. Seller of this transfers all rights to further improvements in the marketing of this Official representative who is eligible to include these improvements in the Intellectual Property of Export manager.

9th PAYMENT

9.1. The seller is required to buy ________ motorhomes

9.2. Fees shall be: ______________________________

9.3. The seller is liable to pay the fee, which is: _______________________________

9.3.1 ___% of each gross (+ VAT) invoice amount payable to or in connection with the sale of the motorhome, not including VAT;

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9.4. The seller is obliged to deliver to the Export manager a list of account payments to or in connection with the sale of motorhomes in the past month. The list should include:

9.4.1 Account number; 9.4.2 Date of invoice; 9.4.3 name and surname or name of the addressee's account; 9.4.4 name and surname or name of the final customer; 9.4.5 CN motorhome, which hire the invoice relates; 9.4.6 invoice amount excluding VAT.

9.5. In order to control the accuracy and completeness of the lists of accounts referred to in paragraph 9.5, the seller is required to allow any working day and allow the Export manager to review its accounting records and review reseller of all documentation relating to motorhomes sale and other uses.

10th DISCOUNTS FOR MOTORHOME DELIVERY

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Specifies the Export manager

11th COOPERATION PARTY

11.1. Both parties will strive to maintain and improve the good name of the official representative and brands sale

11.2. The contracting parties will fairly and exercised determined in good faith and having regard to the European Code of Ethics for franchising, which is given in Annex 1 to this Treaty.

11.3. Both parties will be for the duration of this Agreement involved in the demonstration and other marketing activities aimed at promoting the activities of the parties.

11.3.1 The parties will be on the news and sharing of costs beyond the agreed standard campaign speech.

12th AMENDMENTS TO THE INTELLECTUAL PROPERTY OF OFFICIAL REPRESENTATIVE

12.1. Official representative has the right to change at any Intellectual Property Official representative of what is required to inform the seller and he delivered with appropriate documentation and detailed instructions on how to revise the concept of at least 30 days prior to the exploitation of intellectual property changed the official agent, the seller is

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required within 30 bed after the notification of such change shall cease to exploit the Intellectual Property previous export manager and start providing services to new or exploitation. Changed the official representative of intellectual property.

12.2. The seller has no right to terminate the contract because of changes in intellectual property official representative, unless such change results in the seller the cost of more than EUR 5000, Export manager will not reimburse the cost of demonstrable either in cash or by offsetting its future claims to pay royalties under this contract.

13th DURATION AND TERMINATION OF CONTRACTS

13.1. The contract is value is 5 years from the date of signature of the Treaty.

13.2. If the seller after 5 years wants to continue exploiting Intellectual Property Official representative and if the export manager does not object, it is considered that the new contract is negotiated for the next 5 years, under the same conditions as earlier.

13.3. The export manager may unilaterally terminate the contract and prohibit the seller to exploit the intellectual property in the event of a breach of contract by the seller, also because of irregular payments.

13.4. Official representative may withdraw from the contract in the event of bankruptcy or liquidation of the seller.

13.5. In special cases where for business reasons, any signatory, no longer wishes to operate in accordance with this agreement, any signatory may, the second on notify by registered mail and the contract is terminated with six months notice.

13.6. Immediately after the termination of the contract for any reason the seller gives the Export manager all publicity material and documentation, which was received from the seller. It must also immediately cease the provision of services to the exploitation of intellectual property legal representative.

14th FINAL PROVISIONS

14.1. Any disputes arising under this contract will be settled at the court of proper jurisdiction in Slovenia.

14.2. Unless otherwise specified, all notices, requests, request, instruction or other document to be provided in connection with this contract shall be deemed to be forwarded, if served personally with a receipt, or if sent by registered mail receipt or or transmitted by telephone as indicated below, or if sent by fax or by e-mail. Customer guarantee the accuracy of contact data. For the official representative: Tali Rezun, Fax 01 563 3191, E-mail tali@tds.si For the seller: [TBD], Fax [TBD], E-mail [TBD]

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Either party may at any time change its address, but this should be in the manner provided for in this Treaty shall immediately inform the other party. 14.3. The Parties shall undertake all payments under this Treaty; if they have to pay on the client account to pay for the official representative of his account is opened at [TBD], no. [TBD] for the seller's account opened at the [TBD] no. [TBD].

14.4. Suspension of implementation of any provision of this Agreement, any rights in respect of it by the parties of this agreement in no way be deemed to waive such provisions or rights and in no way affect the validity of this contract. Waiver of any breach of this agreement by the parties of this agreement does not constitute waiver of any prior or subsequent breach of that contract. This contract is the fulfillment of both parties of a personal nature and can be completed only by the parties. The parties undertake to contract or individual rights or obligations under it will not be passed on to third parties. Third parties also have the right to fulfill its obligations under this contract.

14.5. In the event that any provision of this Agreement is invalid or unenforceable, it shall not affect the validity and enforceability of other provisions of this Treaty, and such invalid or unenforceable provision shall be deemed severable from the remaining provisions of the contract in case of divorce are adjusted accordingly.

14.6. This contract is drawn up in two copies, each party receives one copy. The contract is concluded when both parties signed a written document of this contract.

Export manager

Seller

Date: