[Item 23: RECEIPT]

ATTACHMENT "F"

TO FRANCHISE AGREEMENT

BRAND PROTECTION AGREEMENT

[See Attached]

BRAND PROTECTION AGREEMENT

This Agreement (this "Agreement") is entered into by the undersigned ("you") in favor of iTAN Franchising, Inc., a California corporation and its successors and assigns ("us") upon the terms set forth below.

• **1.

DEFINITIONS.** Capitalized terms that are not defined above have the meanings given to them below:

• "Business Data" means all data pertaining to Franchisee's Salon, customers and business operations, whether collected by you, Franchisee, us or any other person.

• "Competing Business" means any business that meets at least one of the following criteria: (a) any business that generates, or could reasonably be expected to generate, at least 50% of its revenue from the sale of: tanning services; tanning products; and/or services similar to the spa services offered at a Salon (including infrared body wraps, aqua massage, teeth whitening, salt therapy or photo light therapy); (b) any business that solicits, offers or sells franchises or licenses for a business that meets the criteria in clause (a) of this definition; and/or (c) any business that services, trains, supports, consults with, advises or otherwise assists any Person with respect to the development, management and/or operation of a business that meets the criteria in clause (a) of this definition.

A Competing Business does not include a Salon operated pursuant to a valid franchise agreement or license agreement with us or our affiliate. [Item 23: RECEIPT]

• "Manual" means our confidential brand standards manual for the operation of a Salon.

• "Marks" means and includes all service marks, trademarks, trade names and logos that we designate from time to time and authorize Salons to use, including iTAN®, iTAN SUN SPRAY SPA® and the associated logos.

The Marks also include any distinctive trade dress used to identify a Salon or the products it sells.

• "Salon" means any salon we authorize to operate under the Marks and use our System.

• "System" means our system developed for the operation of a Salon, the distinctive characteristics of which include: distinctive interior and exterior design, décor, signage, color scheme and other trade dress elements; proprietary retail products and equipment; high quality tanning services, technology and

techniques; comprehensive training programs; advertising and marketing strategies; merchandising strategies; and operating system.

• **2.

BACKGROUND**.

You are an employee or independent contractor of Franchisee.

As a result of this association, you may gain knowledge of our System and Know-how.

You understand that protecting the Intellectual Property is vital to our success and that of our franchisees and that you could seriously jeopardize our franchise system if you were to misuse our Intellectual Property.

To avoid such damage, you agree to comply with the terms of this Agreement.

• **3.

INTELLECTUAL PROPERTY & CONFIDENTIAL INFORMATION**.

You agree to: (a) refrain from using the Intellectual Property or Confidential Information in any business or for any purpose other than the operation of Franchisee's Salon; (b) maintain the confidentiality of Confidential Information at all times; (c) refrain from making unauthorized copies of documents containing Confidential Information; (d) take all steps we reasonably require to prevent unauthorized use or disclosure of Confidential Information; and (e) immediately stop using the Intellectual Property and Confidential Information at such time that you are no longer an employee or independent contractor of Franchisee.

You agree to assign to us or our designee, without charge, all rights to any Improvement developed by you, including the right to grant sublicenses.

[Item 23: RECEIPT]

To avoid such damage, you agree to comply with the terms of this Agreement.

3. BRAND PROTECTION COVENANTS.

• (a) Protection of Confidential Information and IP. You agree to: (i) refrain from using the Intellectual Property or Confidential Information in any business or for any purpose other than the operation of Franchisee's Salon for the exclusive benefit of Franchisee; (ii) refrain from using the Intellectual Property or Confidential Information for any purpose or in any manner unrelated to the performance of your responsibilities to Franchisee in accordance with the terms of your employment or engagement with Franchisee; (iii) maintain the confidentiality of Confidential Information at all times; (iv) refrain from making unauthorized copies of documents containing Confidential Information; (v) take all steps we reasonably require to prevent unauthorized use or disclosure of Confidential Information; and (vi) immediately stop using the Intellectual Property and Confidential Information at such time that you are no longer an employee or independent contractor of Franchisee.

• (b) Improvements. You agree to assign to us or our designee, without charge, all rights to any Improvement developed by you, including the right to grant sublicenses. If applicable law precludes you from assigning ownership of any Improvement to us, then such Improvement shall be perpetually licensed by you to us free of charge, with full rights to use, commercialize and sublicense the same.

• (c) Unfair Competition.

You may not engage in any Prohibited Activities at any time: (i) that you are an employee or independent contractor of Franchisee; or (ii) during the Restricted Period.

Notwithstanding the foregoing, you may have an interest in a Competing Business during the Restricted Period as long as the Competing Business is not located in the Restricted Territory.

If you engage in a Prohibited Activity during the Restricted Period (other than having an interest in a Competing Business permitted by this Section) your Restricted Period will be extended by the period of time you engaged in the Prohibited Activity.

Any such extension of time will not be construed as a waiver of your breach or impair any of our rights or remedies relating to the breach.

• (d) Family Members.

[Item 23: RECEIPT]

We will notify you if we intend to seek injunctive relief but we need not post a bond.

If a court requires that we post a bond despite our mutual agreement to the contrary, the bond amount may not exceed $1,000.

None of the remedies available to us under this Agreement are exclusive of any other, but may be combined with others under this Agreement, or at law or in equity, including injunctive relief, specific performance and recovery of monetary damages.

4. MISCELLANEOUS.

• (a) If either party hires an attorney or files suit against the other party for breach of this Agreement, the losing party must reimburse the prevailing party for its reasonable attorneys' fees and costs.
• (b) This Agreement is governed by the laws of the state in which you reside and the courts in that state have exclusive jurisdiction over any legal proceedings arising out of this Agreement.
• (c) Any claim or defense you may have against us or against Franchisee, regardless of cause or origin, cannot be used as a defense against our enforcement of this Agreement.
• (d) Each section of this Agreement (and portion thereof) is severable. If any section (or portion thereof) is unenforceable, it shall not affect the enforceability of any other section (or portion thereof). A court may revise any provision of this Agreement to the extent necessary to make the provision enforceable.

This Brand Protection Agreement is executed as of the date or dates set forth below.

[Item 23: RECEIPT]

3. BRAND PROTECTION COVENANTS.

• (a) Intellectual Property and Confidential Information. You agree to: (i) refrain from using the Intellectual Property or Confidential Information in any capacity or for any purpose other than the operation of Franchisee's Salon in compliance with the Franchise Agreement and Manual; (ii) maintain the confidentiality of the Confidential Information at all times; (iii) refrain from making unauthorized copies of documents containing Confidential Information; (iv) take all steps we reasonably require to prevent unauthorized use or disclosure of Confidential Information; and (v) immediately stop using the Intellectual Property and Confidential Information at such time that you are (or your spouse is) no longer an Owner. You agree to assign to us or our designee, without charge, all rights to any Improvement developed by you, including the right to grant sublicenses. If applicable Law precludes you from assigning ownership to us, then you agree to perpetually license the Improvement to us, free of charge, with full rights to use, commercialize and sublicense the same.
• (b) Unfair Competition. You may not engage in any Prohibited Activities at any time: (i) that you are (or your spouse is) an Owner; or (ii) during the Restricted Period. Notwithstanding the foregoing, you may have an interest in a Competing Business during the Restricted Period as long as the Competing Business is not located in the Restricted Territory. If you engage in any Prohibited Activity during the Restricted Period (other than having an interest in a Competing Business permitted by this Section) your Restricted Period will be extended by the period of time during which you engaged in the

Prohibited Activity. Any such extension of time will not constitute a waiver of your breach or impair any of our rights or remedies relating to your breach. For purposes of clarity, you remain bound by any non-competition covenants in other Definitive Agreements that remain in effect for a period of time that extends beyond the expiration of the Restricted Period under this Agreement, and the expiration of the Restricted Period under this Agreement does not in any way diminish your obligation to comply with such other covenants.

• (c) Family Members.

You could circumvent the purpose of §3 by disclosing Confidential Information to immediate family members (i.e., parent, sibling, child or grandchild) and it would be difficult for us to prove your breach.

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A Competing Business does not include a Salon operated pursuant to a valid franchise agreement or license agreement with us or our affiliate.

• "Confidential Information" means and includes: (a) Know-How; (b) Business Data, including the names, contact information and other data pertaining to current, former, or prospective Salon customers; (c) information in the Manual or comprising the System; (d) terms of the Franchise Agreement (and related agreements) signed by Franchisee in connection with the Salon; and (e) all other concepts, ideas, trade secrets, financial information, marketing strategies, expansion strategies, studies, supplier information, customer information, franchisee information, investor information, flow charts, inventions, mask works, improvements, discoveries, standards, specifications, formulae, recipes, designs, sketches, drawings, policies, processes, procedures, methodologies and techniques, together with analyses, compilations, studies or other documents that are: (i) designated as confidential; (ii) known by you to be considered confidential by us; and/or (iii) reasonably to be considered confidential due to their nature.

Confidential Information does not include information that: (a) is now, or subsequently becomes, generally available to the public (except as a result of a breach of confidentiality obligations by you, Franchisee or Franchisee's owners, employees or other constituents); (b) you can demonstrate was rightfully in your possession, without obligation of nondisclosure, before we (or any person associated with us) or Franchisee (or any person associated with Franchisee) disclosed the information to you; (c) is independently developed by you without any use of, or reference to, any Confidential Information; or (d) is rightfully obtained from a third party who has the right to transfer or disclose the information to you without breaching a confidentiality covenant imposed on such third party.

• "Copyrighted Materials" means all copyrightable materials for which we or our affiliate claim or secure common law or registered copyright protection and that we allow franchisees to use, sell or display in connection with the marketing and/or operation of a Salon.

• "Franchisee" means the iTAN franchisee for whom you are an employee or independent contractor.

Source: Item 22 — CONTRACTS (FDD pages 43–44)