Service Provider License Terms and Conditions

1. GENERAL AGREEMENT.

1.1 License. In accordance with and subject to the terms and conditions hereof, Luichi hereby grants to Service Provider and Service Provider hereby accepts from Luichi, a nontransferable, nonassignable, exclusive license to serve as a Service Provider in the territory of _________________________ ("Assigned Region"). Service Provider shall have the rights and duties set forth in Section 2 below. As set forth in Section 8, Luichi and Service Provider each have the right to terminate this Agreement and Service Provider's exclusive license granted hereunder at any time.

1.2 Luichi Network Operation and Ownership. The Luichi Network shall be operated by Luichi for the benefit of Luichi in accordance with, and subject to the terms and conditions of this Agreement. Luichi reserves the right to modify the Luichi Network, including the features and functionalities of the network, from time to time as Luichi deems appropriate in its sole and reasonable discretion, upon thirty (30) days prior written notice to Service Provider. The Luichi Network shall be the sole property of Luichi, except for any such elements of the foregoing that may be licensed to Luichi by third parties and then except only as set forth in any such license agreement. Service Provider shall have no interest in the Luichi Network or any part thereof, except for such rights that are expressly granted to Service Provider in this Agreement.

2. DUTIES OF SERVICE PROVIDER. Service Provider agrees to perform the following services:

2.1 Service Provider shall conform to the Luichi Code of Conduct and Rules of Participation as in effect as of the date of this Agreement and as may be modified, added or otherwise revised by Luichi from time to time in Luichi's sole and reasonable discretion.

2.2 Service Provider shall offer its ____________________________ services to the member consumers enrolled in the Luichi Network at a discounted price to be negotiated by between Service Provider and Luichi's designated representative. No prices shall increase during the initial term of this Agreement, and shall at all times be no less than 5% lower than the lowest prices Service Provider offers to non-Luichi members. Service Provider shall collect all payments due it from those members directly. However, in the event that the Luichi member pays Luichi, Luichi will pay the amount minus due to Luichi to Service Provider.

2.3 Service Provider shall guarantee the quality and fulfillment of all services offered through the Luichi Network.

2.4 Service Provider shall pay all fees, tariffs, and duties associated with the distribution and sale of Service Provider's services products sold through the Luichi Network.

2.5 Service Provider shall be responsible for all costs associated with the improvement or replacement of the defective services rendered.

2.6 Service Provider shall pay to Luichi a marketing fee in the amount of no more than 10% and no less than 5% of all fees in the gross revenues received by Service Provider for the services provided. Service Provider will be responsible for all regulatory compliance for its services offered through the Luichi Network.

3. DUTIES OF LUICHI. Luichi agrees to perform the following services:

3.1 Luichi shall promote the Service Provider's services to member consumers of the Luichi Network throughout the world.

3.2 Luichi will assist Service Provider in any manner Luichi determines may be helpful in its sole discretion to collect monies from non-paying members to whom Service Provider provided a service. However, Luichi shall not have any obligation to commence litigation, engage any third party or incur any expenses. Service Provider understands and agrees that Luichi is not in any manner to guarantee fee collection.

4. SIGNING, MEMBERSHIP AND TRANSACTION FEES DUE FROM SERVICE PROVIDER.

4.1 Signing Fee. Upon execution of this Agreement, Service Provide shall pay $200.00 to Luichi as the signing fee. This fee is only payable for once and is non-refundable under any circumstances.

4.2 Membership Fee. Upon execution of this Agreement, Service Provide may elect, either (a) to pay $1,500.00 to Luichi for which Luichi shall provide the video, webpage and other median advertisements deemed necessary by Luichi in its sole and reasonable discretion to promote and market Service Provider in its Network worldwide; or (b) pay nothing in the first place, but alternatively pay $4,500.00 to Luichi when it has generated the gross revenues in the amount of $25,000.00 for its goods and products from the members of, or due to Luichi Network, for which Luichi has already provided the video, webpage and other median advertisements deemed necessary by Luichi in its sole and reasonable discretion to promote and market Service Provider in its Network worldwide. An annual fee of $2000.00 will be paid only when the Service Provider has exceeded that amount in revenue from the Luichi Network.

4.3 Transaction Fee. Upon execution of this Agreement, Service Provider shall pay 1.5% transaction fee to Luichi from each business transaction that it receives from Luichi members when they use the membership cards.

5. BRANDING. Luichi shall make available to Service Provider, at Service Provider's expenses, marketing and promotional materials for use in promoting the Luichi Network and the purchase of products and services offered over the network. Service Provider shall not use any marketing and promotional materials that use the name "Luichi" or any trademark, service mark or trade name used by or associated with Luichi without Luichi's prior written consent, which may be withheld by Luichi in its sole and reasonable discretion. Service Provider shall at all times during the Term of this Agreement use its best efforts to display the Luichi brand and present Service Provider as an independent representative of Luichi. After the end of the first year of the term of this Agreement, Service Provider must display the Luichi emblem on its entry door or plate glass window as determined by Luichi.

6. NEW LUICHI MEMBERS. For each new member that Service Provider enrolls in the Luichi Network at a membership fee of $65.00 per year, Luichi will pay Service Provider $20.00. Luichi reserves the right to increase or decrease the membership fees and payments upon 30 days prior written notice to Service Provider.

7. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Each party, as an inducement to the other party to enter into this Agreement hereby represents, warrants and covenants to the other, effective as of the date of this Agreement, as follows:

7.1 Power, Authorization and Enforceability. The execution, delivery, and performance of this Agreement are or will be within the parties' power and have been or will be duly authorized by all necessary or proper action, including, as required, the consent of shareholders, partners or members. This Agreement has been will be, duly executed and delivered by the parties and constitutes the legal, valid, and binding obligation of one party enforceable against the other party in accordance with its terms.

7.2 Approvals and Consents. Each party has all necessary licenses, permits, consents, or approvals required for the conduct of its business and the transactions contemplated hereby.

7.3 Service Provider Eligibility. Service Provider hereby represents that he or she is at least 18 years of age or, in the case of Service Provider that is not a natural person the principal owners and management of Service Provider are all at least 18 years of age.

8. TERM; EVENTS OF DEFAULT; AND TERMINATION.

8.1 Term. Unless sooner terminated pursuant to Section 7.2 below, the term ("Term") of this Agreement shall commence as of the date hereof and shall continue for two (2) years. If Luichi determines in its sole and reasonable discretion to extend the term and Luichi and Service Provider agree upon the terms of the extension, Service Provider will be given an exclusive license in its territory.

8.2 Termination. Either party may terminate this Agreement with cause effective upon 30 days' prior written notice to the other party. Cause with respect to Service Provider's termination shall include, but not be limited to the receipt by Luichi of up to 5 service complaints from Luichi members that Luichi determines in its sole and reasonable discretion are justified. Either party may terminate this Agreement without cause effective upon 180 days' prior written notice to the other party. Upon termination of this Agreement, all of the rights and obligations of the respective parties under this Agreement shall cease.

9. MISCELLANEOUS.

9.1 Expenses. Other than as expressly set forth herein, the parties will each bear their own costs and expenses relating to the transactions contemplated hereby, including without limitation, fees and expenses of legal counsel, accountants, consultants or other representatives for the services used, hired or connected with the transactions contemplated hereby.

9.2 Amendment and Modification. This Agreement may be amended or modified by the parties hereto at any time with respect to any of the terms contained herein; provided, however, that all such amendments and modifications must be in writing duly executed by all of the parties hereto.

9.3 Independent Contractors. In performing their respective responsibilities under this Agreement, Luichi and Service Provider are independent contractors. This Agreement is not intended to create and shall not be construed to create a relationship of a partner or joint venture or an association for profit sharing between Luichi and Service Provider, or among Luichi, Service Provider and any other participant in the Luichi Network.

9.4 Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (whether voluntarily, involuntarily, by operation of law or otherwise) by any of the parties hereto without the prior written consent of the other parties; provided, however, nothing herein shall restrict Luichi from assigning this Agreement to any entity affiliated with Luichi or delegating to any third party service providers any of the functions contemplated by this Agreement.

9.5 Governing Law. This Agreement and all rights and obligations hereunder shall be governed by and construed in accordance with the substantive laws of the State of _________________________.

9.6 Entire Agreement. This Agreement constitutes the entire agreement between Luichi and Service Provider with respect to Service Provider's participation in the Luichi Network and any matters relating thereto and all prior agreements, negotiations and communications on such subject are hereby superseded.

9.7 Notices. Except as otherwise provided in this Agreement, all notices, demands and other communications hereunder shall be in writing and shall be delivered personally or sent by facsimile, e-mail or a nationally recognized overnight courier service addressed to the party to whom such notice or other communication is to be given or made at such party's address as set forth on the first page and last page of this document, or to such other address as such party may designate in writing to the other party from time to time in accordance with the provisions hereof, and shall be deemed given when personally delivered or three (3) business days after being sent by facsimile or e-mail or one (1) business day if sent by overnight courier. All facsimile and email notices must be followed within one (1) business day with a copy of the same delivered by certified mail return receipt requested or by nationally recognized courier service.

9.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, invalid or void, no other provisions of this Agreement will be affected thereby, and such unenforceable, invalid or void provisions will, in a manner consistent with the intentions of the parties, be deemed modified to the extent necessary to make it valid or enforceable.

10. LIMITATION OF LIABILITY. NEITHER LUICHI, ITS SUPPLIERS NOR SERVICE PROVIDER SHALL BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY; EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

11. PERSONAL CONSULTANT.

11.1 Service Provider shall have the right upon notice to Luichi and Luichi's consent, which may be withheld in Luichi's sole and reasonable discretion, to hire a manager to supervise up to 100 Personal Consultants ("PC") assigned to the Manager by Luichi provided that Service Provider has a physical office from where the manager and PC can work and otherwise is in compliance with all rules and regulations that Luichi develops from time to time relating to the hiring of PCs. For its management services relative to the PCs that the Service Provider manages, Luichi shall pay Service Provider 2.5 % of Luichi's gross profit generated by the PCs that Service Provider is managing.

IN WITNESS WHEREOF, Service Provider and Luichi have executed this Agreement as of the date set forth below:

Service Provider: ___________________________
Address: ________________________________
_________________________________
Date: ___________________________________

Luichi: __________________________________
By: __________________________________
Title: __________________________________
Date: ___________________________________