Vending Machine Agreement

This Agreement is entered into by and between

(hereinafter referred to as 'Proprietor') and , DBA, (hereinafter referred to as 'Operator').

RECITALS

Operator is a sole proprietor with principal place of business at . Operator is engaged in the business of installing and operating automatic vending machines at various business locations and of selling articles of merchandise, food, and beverages to the public through such machines. Proprietor is the owner and operator of a business establishment located at , State of . Operator desires to install several automatic vending machines on the premises of Proprietor for the sale of , and Proprietor desires to grant Operator a license for such purposes on the terms and conditions contained in this agreement. Therefore, in consideration of the mutual covenants and promises contained herein, it is hereby agreed as follows:

ARTICLE 1.

EXCLUSIVE GRANT

Proprietor hereby grants to Operator the exclusive right and privilege to install, operate, and maintain vending machines on the premises of Proprietor located at and it is expressly understood and agreed that all sales of food, snacks, and beverages or other merchandise on the aforementioned premises of Proprietor shall be by means of those vending machines installed and operated by Operator. Proprietor shall not cause or permit the sale of such items with the operation of vending machines by any other person, firm, or corporation including Proprietor.

ARTICLE 2.

INSTALLATION OF MACHINES

Operator shall install on the premises of the Proprietor at such locations as are mutually agreed upon by the parties, as are set forth in Schedule A attached hereto and incorporated herein by this reference.

ARTICLE 3.

REMOVAL AND REPLACEMENT OF MACHINES

Operator shall have the right to remove any of the machines installed on the premises of the Proprietor under this Agreement and to replace any such machine with a vending machine of similar type,quality, and appearance.

ARTICLE 4.

INCREASE OR DECREASE IN NUMBERS OF MACHINES

Operator shall have the right to increase or decrease the number of machines installed on the premises of Proprietor, to adjust to changes in demand, sales, or economic conditions, provided however, at least one machine shall be provided at all time during the term of this Agreement. Proprietor shall have the right to impose restrictions on the number or placement of machines where such number or placement would interfere with the normal operation of Proprietor's business.

ARTICLE 5.

COMPENSATION

Operator shall pay to Proprietor for the exclusive right to sell assorted snack and beverages on the described premises percent of the from sales through the vending machines. For purposes herein, 'adjusted gross receipts ' shall be defined as gross receipts less federal, state and local sales and excise taxes existing at the time payment is due.

ARTICLE 6.

RECORDS AND STATEMENTS

Operator shall maintain a complete and accurate record of all sales made through the vending machines located on the premises of Proprietor and covered by this Agreement and shall within submit a statement of such sales and of the commissions due the Proprietor under Article 5 of this Agreement. Payment in full for such commissions due shall accompany the statement.

ARTICLE 7.

TERM

This Agreement shall commence thirty (30) days after execution of this Agreement and shall be for a term of from that commencement date and shall be renewed automatically and continue for successive periods unless notice of termination is given by either party to the other in writing at least days prior to the expiration of the then current period.

ARTICLE 8.

OWNERSHIP OF MACHINES It is understood and agreed by and between the parties that the vending machines installed on the premises of Proprietor by Operator are and shall remain the property of Operator.Upon termination of this Agreement by any means, Operator shall have the right without further notice to Proprietor toremove any and all vending machines belonging to Operator which have been installed on the premises of Proprietor.

ARTICLE 9.

SELECTION AND PRICING

Operator shall keep the machines stocked at all times with sufficient quantities of assorted snacks and beverages to insure continuous service to patrons of Proprietor. Operator shall have sole controlover the selection of brands of such items to be offered for sale through the vending machines and of the prices at whichthey are offered for sale, but he shall to the extent possible, seek to offer the patrons of Proprietor a wide selectionof brands at competitive prices.

ARTICLE 10.

RISK OF DAMAGE TO MACHINES

Except as may be attributable to Proprietor by reason of the negligence of its officers, agents, or employees, Operator assumes partial risk and responsibility for any loss, destruction, or damage occurring to the vending machines. Operator reserves the right of compensation from Proprietor from losses encured as the result of damage to machines by those employed by Proprietor.

ARTICLE 11.

MAINTENANCE AND SERVICE

Operator shall regularly inspect, service, clean, and maintain the described vending machines and shall keep them operating and in good working order, at all times promptly maintaining them in a clean and sanitary condition in accordance with all applicable federal, state and local laws. Proprietor shall supply suitable waste disposal containers for the convenience of users of the vending machines and shall provide and bear the expense of garbage removal and disposal services. All trash containers shall be emptied at least once daily.

ARTICLE 12.

NOTIFICATION OF MACHINE FAILURE

Proprietor agrees to notify Operator promptly of any failure of the vending machines to function properly and further agrees to permit only authorized agents of Operator to remove, open, or in any way tamper with the machines.

ARTICLE 13.

UTILITIES

Proprietor shall furnish and bear the cost of all utilities necessary for the operation of the vending machines installed under this Agreement and shall furnish suitable utility outlets for use by such machines. Proprietor shall provide continuous service to the machines and machine areas and shall not cause or permit the interruption of such service except in the event of an emergency.

ARTICLE 14.

FEES AND TAXES

Operator shall be responsible for and shall pay all state, county, and city license fees and sales or other merchandising taxes that may be imposed on the sales of merchandise through itsvending machines.

ARTICLE 15.

RELATION OF PARTIES

It is the intention of the parties that Operator be an independent contractor hereunder, and that no agency or employment relationship be created by this Agreement.

ARTICLE 16

COMPLIANCE WITH LAWS

Each party shall comply with all federal, state, local, or other laws or regulations applicable to the sale of merchandise through vending machines

ARTICLE 17.

TERMINATION OF AGREEMENT

17.1 This Agreement may be terminated by either party if the other party defaults in the performance of an obligation or materially breaches any of the terms or conditions of this Agreement and fails to cure such default or breach within days after service of written notice upon him of such default or breach.

17.2 This Agreement may be terminated at any time by Operator by reason of unprofitability of the operation by giving days notice in writing to Proprietor.

ARTICLE 18.

ASSIGNMENT

This Agreement shall not be assign able by either party without the prior written consent of the other party. Subject to the forgoing limitation, this Agreement shall endure to the benefit of and be binding upon the successors and assigns of the respective parties.

ARTICLE 19.

ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement of the parties with respect to the subject matter hereof and supersedes any and all agreements, understandings, statements, or representations either oral or in writing.

ARTICLE 20.

ATTORNEYS' FEES

Should any litigation be commenced between the parties hereto or their personal representative concerning any provisions of these Articles, or the rights and duties of any person in relation thereto, the party or parties prevailing in such litigation shall be entitled, in addition too such other relief as may be granted, to a reasonable sum as and for their or his attorneys'fee in such litigation, which shall be determined by the court in such litigation, or in a separate action brought for that purpose.

ARTICLE 21.

GOVERNING LAW

The validity of this Agreement and of any of its terms or provisions as well as the rights and duties of the parties hereunder shall be interpreted and construed pursuant to and in accordance with the laws of the State of

.

Executed at , on the day and year indicated beneath the signature of each party.

Dated:________________________

PROPRIETOR

By:_______________________

Dated:________________________

OPERATOR

___________________________