Letter Of Intent For Master Franchise Agreement

LETTERHEAD OF ECOMAT]


April 30, 1996


Mr. Craig R. Moss, Managing Director GLOBAL ACCESS CORPORATION 333 Ludlow Street Stamford, CT 06902


Re: Franchise Rights


Dear Mr. Moss:


We are entering into this letter of agreement, as Ecofranchising, Inc. ("ecomat"). ecomat has agreed to grant you an option for the development of ecomat laundry and cleaning facilities within the country of INDIA ("Territory"). ecomat has agreed for you to form an affiliate to be licensed, as a master franchisee of ecomat, to use ecomat's trademarks and service marks ("Marks") and its franchise system, to develop Industrial Cleaning Facilities ("Cleaning Facilities") in the Territory.


This letter is intended to set our understanding of the major and important terms of the Master Franchise Agreement.


1. Parties Territory; and Rights to be Granted. ecomat and an affiliate you form as the Master Franchisee ("Master Franchisee") intend to enter into a Master Franchise Agreement ("Agreement"). The Master Franchisee will be a newly formed legal entity, an off-shore company located in a mutually agreed upon country. ecomat will prepare the Agreement which will grant the Master Franchisee the right in the Territory to (a) establish and operate Cleaning Facilities, through affiliates of the Master Franchisee ("Affiliated Franchisees"), and (b) license other unaffiliated parties ("Unaffiliated Franchisees") to establish and operate Cleaning Facilities. (Affiliated Franchisees and Unaffiliated Franchisees are referred to as "FRANCHISEES".) Master Franchisee will also have the right to enter into a Development Agreement with Franchisees to develop Clusters of Industrial Cleaning Facilities, as defined in the Uniform Franchise Offering Circular, according to a development schedule. ecomat reserves the right to approve each Franchisee or Developer, and such approval will not be unreasonably withheld. An Affiliate is any legal entity controlling, controlled by, or under common control with, the Master Franchisee. Terms of the Franchise Agreement and Development Agreement will be based on ecomat's U.S. Agreements.


2. Manual: Training: Site Selection.ecomat will loan to the Master Franchisee, the ecomat Manual used in the United States; Master Franchisee will translate and adapt the Manual for use in the Territory. ecomat will furnish training for up to six (6) employees of Master Franchisee in the United States, and such employees of Affiliated Franchisees as ecomat designates, at no charge.


Training of any additional employees of Master Franchisee or any Affiliated Franchisee shall be at the then-current rate established for such training in the Manual. ecomat shall require training of Master Franchisee's employees in the United States until ecomat is satisfied that Master Franchisee can furnish all such training. The Master Franchisee and franchisee will bear all expenses related to the training of their employees in the United States. ecomat reserves the right to approve the site for each Industrial Cleaning Facility, based on such information as Master Franchisee furnishes to ecomat at its request, and reserves the right to inspect each site prior to such approval. Further, ecomat agrees that such approval shall not be unreasonably withheld. Each time ecomat elects to exercise this right, they agree to send a trained representative who is authorized to make such


Moss, GLOBAL ACCESS CORP., April 30, 1996


approval to inspect the site within ten(10) days of notification. Costs fo ...