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CMBA Info Package - 2010

Cool Mats
The COOLEST ADS in Town

Small opportunities are often the


beginning of great enterprises.
--Demosthenes

Cool Mats Business


Affiliate (CMBA)
Info Package

"The aim of advertising is to know and


understand the customer so well that
the product or service sells itself."
--Peter F. Drucker

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

“The Perfect
Business”
9 No Inventory to buy or stock
9 Service in Big demand.
9 Low start-up cost.
9 Super fast returns.
9 Huge recurring profits.

What could be easier than a business where your customers


flock to you?

Run your new business


Part-Time or Full-Time

Don’t let this opportunity get away.


So many times people miss out on the chance of a lifetime to become a
huge success simply out of fear or self doubt. In this business all you need
is the desire to make a lot of money and the ability to make a decision.

Can you…
1. Follow a simple step-by-step procedure?
2. Talk to potential customers?
3. Surf the internet?

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

4. Use a photocopier?
5. Show people where to sign on a contract?

If you answered yes to all 5 questions then you probably have what it
takes to run a Cool Mats Business Affiliate in your local area.

“So simple anyone can do it.”

“Get Started Today!”


There is no time like the present to
make your mark in this world and this
may be your last chance to get into
this very lucrative industry.
The Money Is in the Details

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

Business of advertising is like a lot of


entrepreneurial enterprises. It
requires a lot of work.

There is no magic formula to getting


rich. Success in any business
opportunity can only be achieved
through proper research, and plain,
old-fashioned hard work.

If you're ready for a treasure chest of


proven ideas, and techniques that
can dramatically improve your
business skills - and, in the process,
increase your income many times
over - you won't want to miss the
Exclusive Cool Mats Business Affiliate
opportunity.

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

A WELCOME MESSAGE

"Our prime purpose in this life is to help


others. And if you can't help them, at least
don't hurt them." --Dalai Lama
Dearest Future CMBA:

Welcome to Cool Mats! You can now be in business for yourself and
we are here to help. Our goal is to build a recognizable market brand
that will set you apart from every other print advertising in your area.
It’s as simple as that. To accomplish this goal, several things must
occur; great quality of our work, value for our advertisers, great care
for our restaurants and customers. If you are ready to follow the
system, it will reward you with optimum results.

We believe in the value of our relationships. We believe that honest


and open communication is essential for our growth and to achieve our
goals. These relationships include our advertisers, our customers, our
restaurants, our vendors and our Affiliates (you).

We’ve tried very hard to avoid outrageous or empty promises about


this business and about the success you can expect. We’ve included
only practical and established techniques and verified methods to get
your business up and running.

This business is not complicated, yet it can be very rewarding. Like


any successful business venture, however, the advertising profession
requires effort. But with your affiliation with Cool Mats, you have the
roadmap you need for reaching your goal of financial success. That
goal is now much closer to you.

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

INTRODUCTION

It takes 20 years to build a reputation and


five minutes to ruin it. If you think about
that, you'll do things differently. --Warren
Buffett

Everywhere we look we see advertising messages. When we watch


television, or listen to the radio, or drive our cars, we are bombarded with
advertising. When we’re on the Internet, we have pop-ups and billboards
screaming at us. Whether we go to the supermarket, or to school, or to
sporting events, or even to church, we see hundreds of ad messages.

Advertising is an accepted part of today’s culture. As long as there are


businesses, there will be advertising. But the advertising industry today is
fiercely competitive. How can any small business expect to succeed in this
type of environment?

The good news is that you’re tapping into a segment of the advertising
industry that has almost no competition. You are providing a unique
service that is FREE to restaurants in your own area.

For any advertising campaign to be successful, it must serve the best


interests of everyone involved specially “The Advertiser”. This is
particularly important in the restaurant placemat business. Following are
five major groups who will benefit from your efforts.

The Restaurant Owners – Your Distribution Partners

The Local Business Firms – Your Advertisers

The Restaurant’s Customers – The Reason for it All.

The Printers and other Vendors – Business Partners

The Advertising Company (That’s YOU and Us!)

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

Wanting something is not enough. You


must hunger for it. Your motivation must
be absolutely compelling in order to
overcome the obstacles that will
invariably come your way.
--Les Brown

YOUR TARGET MARKET


You should be aware of the types of businesses that you should call on,
and those that you should avoid. Of course, you will decide for yourself
whether or not to call on certain types of businesses. The following
suggestions are based upon my personal beliefs only.

Restaurants. We feel that you will have greater success by calling on


locally owned restaurants, including family owned and operated. There
are scores of restaurants in any community that would appreciate FREE
placemats and menus. You should never run out of potential restaurants
in your town. Select only those restaurants that can go through with a
minimum of 5000 placemats per month.

There are a few types of restaurants, however, that you should always
avoid. These include very small diners (they are too small to attract
advertisers); truck stops on major highways (most of the patrons are just
driving through your area); large national chains; and some upscale
restaurants that feel placemats do not fit into their decor. Restaurants
that use tablecloths and fabric napkins are not likely to use placemats.

Advertisers. Most of the businesses in your community are excellent


prospects for placemat advertising.

Following is a list of different types of companies and organizations that


have been on the placemats that we have produced:

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

Auto sales
Auto repair
Auto parts
Churches
Chiropractors
Funeral homes
Hair salons Roofers Day care
Accountants Insurance Nail salons
Satellite television
TV & appliances
Opticians
Real Estate
Network Marketing
Video Stores
Banks
Tires & batteries
Specialty stores
Lawn equipment
Mortgage services
Ice cream parlors
Appliance Repair
Martial arts
Orthodontists
Home furnishings
Antiques
Flea markets
Attorneys
Hypnosis therapy
Tanning salons
Flooring
Transmissions
Florists
Private detectives
Weight Loss
Pet stores
Political candidates
Women’s fitness
Used clothing
Copy centers
Computer repair
Concrete service Printers
Tile & marble Excavating
Dog grooming

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

Auto body
Barber shops
Power washing
Dentists, Doctors, Pharmacies
Photographers
Towing
Travel Agencies
Snow cones
Tattoos & Body piercing
Gift stores
Hardware stores

And this is just a partial listing. As a matter of fact, almost every business
that you see is a potential advertiser. If you spend an hour or so driving
around your community, you will see enough companies to fill several
placemats.

A WORD OF CAUTION

Due to the “family friendly” nature of this type of advertising,


there are some types of ads that should always be avoided. These
include “adult” bookstores and lingerie shops; gambling casinos;
smoke shops; bars and package liquor; illegal activities; and any
type of business that may bring embarrassment to the host
restaurant, to the advertisers, to the dining public, and to
yourself.

Selling to people who actually want to


hear from you is more effective than
interrupting strangers who don't. --Seth
Godin

BASIC PRINCIPLES
Let’s remember few basic principles:

First, our advertisers are the most important and most valuable
part of our business. We must provide them with great value. You

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

might offer advertisers a non -compete agreement if they ask for it (this
makes selling ads easier). Don’t make it a central part of your sales pitch,
though, because you may need to fill one or two spaces with competing
ads.

Secondly, you must NEVER advertise businesses that will compete with
your host restaurant (exceptions could be ice cream parlors, doughnut
shops, etc.). If you’re in doubt, just check with the restaurant owner or
manager. Sometimes they will not object. But if in doubt, always ask. You
certainly do not want to deliver the products and later find that the
restaurant owner refuses to use them because he objects to one or more
ads. The restaurant managers are eager for you to get the advertising
spaces filled. And they know that it is your job to sell ads for his
restaurant.

Just be careful about the types of businesses that you solicit to advertise
in your placemats. By doing a quick scan of the types of business that are
listed here as an example, you can see that every community has plenty
of potential advertisers.

Always do monthly check-ups on the restaurants to make sure they are


serving your Cool Mats. Never pay them in advance. Always pay at the
end of each month when they have served 5000 Cool Mats. Deliver them
another 5000 Cool Mats and give them a $100 Gas Card for the previous
5000 distributed.

Your best customers are worth far more


than your average customers. --Seth
Godin

Your FREE Online Cool Business Directory


Each CMBA receives local area online cool business directory – FREE to
help you get the word out about your new Cool Mats business. This is a
great way to promote your local businesses (both your current advertisers
and potential advertisers) in the future.

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

Enter a minimum of 50 local businesses in your local area online cool


business directory FREE. Each time you enter a local business (enter
their email), an email goes to that business introducing YOU, Cool Mats
and our advertising services.

As soon as you add a business to the directory, your customer will get a
personalized email informing them that their business has been added to
your directory FREE courtesy of Cool Mats (you). It will ask them to
consider advertising on Cool Mats. It will show them a picture of Cool
Mats as well.

Reserve your exclusive CMBA territory today. We generate a lots of


leads for you through each local affiliate area's free business
directory. As an example, please see Brampton's Cool Business
Directory.

Your local area online directory is a great way for you to make
connections, build relationships and create rapport with your local area
businesses.

Here is a sample email; the business owner will


receive when their business is added to the online
directory (this is from Markham, your email will
include your contact info).

Dear Michael,

Hi, my name is Jack Chang and I represent Cool Mats Markham.

I am pleased to add your business listing FREE of charge at Markham's Cool


Business Directory courtesy of Cool Mats.

Cool Mats is a brand new way to put your business in front of your best
customers. Promote your business with Cool Mats. Be sure to visit Cool Mats -
The Coolest Ads In Town.

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

www.CoolMats.ca

We look forward to promoting ACME Travel Agency in the near future.

Michael, have a great day.

Jack Chang
Cool Mats Business Affiliate - Markham
http://www.coolmats.ca/markham/
markham@coolmats.ca

Please verify your business listing data: Please feel free to login and
update any info regarding your business listing. Thank you

Name : Michael Tyler


Business Name : ACME Travel Agency
Member since: 24 Feb 2010
Membership Level : Markham Cool Business (Free)
Membership status : Active
E-mail : sales@coolmats.ca
Password: {Member_Password}

Your best customers are worth far more


than your average customers. --Seth
Godin

Cool Mats System and Platform

Think Simple - Keep It Simple - Less Is More

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

Provide this FREE SERVICE to restaurants


Sell LOW COST Advertising that works
Market a program that SELLS ITSELF
TARGET businesses near each restaurant
Make a QUICK SALE in just 5 minutes
Grow YOUR BUSINESS at your own pace
Part time Hours with FULL TIME PAY
Create RESIDUAL INCOME Cool Mat after Cool Mat
Get businesses CALLING YOU to advertise

Complexity means distracted effort.


Simplicity means focused effort.
--Edward de Bono

Total Gross Ad Revenue per completed Cool Mat = $6300.00

Payment to Cool Mats for 15,000 Cool Mats = $1500

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

Payment to Restaurant = $300 (In Free Gas Cards, $100 for each 5,000
cool mats distributed)

---------------------------------------------------------
Your Total Gross Profit per Completed Cool Mat = $4500.00
(This is for one restaurant and 20 paid advertisers. Imagine, if
you can sign up 10 or 15 restaurants in your local area!!!)
--------------------------------------------------------

Your Advertiser's Cost is less than two pennies per Cool Mat!!!

Cool Entrepreneurs - The Coolest Entrepreneur In Town


Our unique affiliate opportunity allows you to collect profits from your
own exclusive Cool Mat Business Affiliate territory. This opportunity is a
dream come true for a serious marketer. You can market Cool Mats in

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

your area with full confidence knowing no matter how customers sign up,
you get paid.

Exclusive territories provide the best


potential for financial reward and are the
most valuable asset your business can
own. The reality is, your territory is your
future.
As part of the Cool Mats network, you are guaranteed maximum
opportunity through an exclusive territory agreement. You'll never see
another Cool Mats Business Affiliate (CMBA) opening in your selected
affiliate area digging into your profitability. Our expansion is committed to
developing each individual Cool Mats Business Affiliate to its full potential
within an exclusive territory.

We will not sacrifice your ability to increase your business to increase


ours. We will help you grow your business by bringing you hot leads and
advertisers from your exclusive affiliate area. All advertising and
restaurant requests that we receive from your exclusive affiliate area will
promptly be given to you.

High achievers spot rich opportunities


swiftly, make big decisions quickly and
move into action immediately. Follow
these principles and you can make your
dreams come true. --Robert H. Schuller

Claim Your Cool Mats Business Affiliate (CMBA) In Your


Town (Reserve Your Exclusive Affiliate Area Before
Someone Else Beats You To It)

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

One-Time Cool Mats Business Affiliate Fee of only $9,500.00


$2700.00 Per Town (Limited Time Offer, Special Promo Price
During Our CMBA Program Launch.)

All Towns (Exclusive Affiliate Areas) Are Awarded Strictly On A


First-Come, First-Served Basis.

There are NO MONTHLY FEES. NO FRANCHISE ROYALTY FEES. NO


ANNUAL FEES OF ANY KIND.

Your Affiliate Area Exclusivity is guaranteed through Cool Mats


Business Affiliate License Agreement.

3 Simple Steps To Become A CMBA


(i) Find out if your exclusive affiliate area is still available by sending a
quick email to sales@coolmats.ca

(ii) Fill out CMBA Application (see below). Fax your signed CMBA license
agreement and CMBA application for approval to 866-302-7490. Once you
are approved as a CMBA, make your one-time CMBA fee payment. We
accept Checks, Visa, MC, Amex and Paypal.

(iii) You will receive a welcome letter along with your access info (user
name and password) to our private CMBA Intranet containing training
manual, restaurant placement agreement, advertising placement
agreement, customer forms, sales information, advertising artwork upload
area, Cool Mats ordering information and FREE Online Business Directory for
restaurants and advertisers in your local affiliate area.

Our Obligations:

1. Ongoing online support

2. To sell you Cool Mats and related products

3. To forward all sales leads from your affiliate territory to you

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

4. To provide our TM, Logos, posters and promotional material

Your Obligations:
1. Maintain our Cool Mats image and standards including
following our system as laid out in our manual and Cool Mats
licensing agreement

2. To ONLY use approved Cool Mats (designed and printed by Cool


Mats Corporate Office) when selling advertising

3. Offer Cool Mats products and follow-up all leads with the
friendliest prompt customer service, honesty, and sincerity.
Follow up with all advertisers promptly. Always add free online
listings from your advertisers and local area businesses to your
local area Cool Business directory FREE

4. You are allowed to sell other third party products as long as


these products don't compete with Cool Mats products and are
NOT contrary to Cool Mats’ image/concept

5. Ensure and certify (whenever requested) that you are in full


compliance with our Licensing Agreement at all times you are in
business with Cool Mats

You now have the knowledge, the system and the


platform to go confidently in the directions of your
goals.

There are NO Monthly Fees. There are NO annual


fees. There are NO royalties.

Be independent. Be Free. This is YOUR AHA Moment!

Take action at this exact moment to become a CMBA.


We look forward to welcoming you onboard soon. The
next step is to fill out the application and agreement
below and fax to 866-302-7490 for approval.

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

May the Force be with You.

Good Luck and God Speed.

Questions? sales@coolmats.ca

Always bear in mind that your own


resolution to succeed is more important
than any other one thing. --Abraham
Lincoln
CONFIDENTIAL NEW CMBA APPLICATION
Complete and Fax to 866-302-7490 for approval.
Date: ___________________________

Your Preferred Territory (please list at least 3 in the order of your preference): ___________________________

________________________________________________________________________________________________

APPLICANT’S NAME: ____________________________________ Email:________________________________

Res. Telephone ( ) _______________ Business Telephone ( ) _________________ Fax ( ) __________________

Residence Address: Street ______________________________________________ Apt. ________________________

City _______________ State/Province____________ Zip/Postal Code ___________ Country ____________________

How long at this address? __________________________________________________________________________

Date of Birth ______________________ Have you ever owned your own business? Yes ______ No ________

Spouse’s Name ______________________________ Will your spouse be active in the business? _________________

Are you currently a party to any pending legal action? Yes _____ No _____ If yes, please state details______________
________________________________________________________________________________________________

Have you ever been convicted of any offence other than traffic related violations?

Yes _______ No _______ If yes, please state details

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

________________________________________________________________________________________________

OCCUPATION

Present Occupation _______________________________________________________________________________

Business Address: Street ________________________________________ Suite ______________________________

City __________ State/Province _______ Zip/Postal Code ________ Telephone ( ) ____________________________

PREVIOUS EXPERIENCE
(List below the last occupations and experience.)

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

EDUCATION

Grade School Year Completed


________________________________________________________________________________________________

High School Year Completed Diploma Received


________________________________________________________________________________________________

College or University Year Completed Degree Received


________________________________________________________________________________________________

Other (please specify)


________________________________________________________________________________________________

________________________________________________________________________________________________

ANNUAL INCOME

________________________________________________________________________________________________

CASH INVESTMENT AND WORKING CAPITAL AVAILABLE TO INVEST IN THIS BUSINESS


$5,000 _______________ $10,000 _____________ $25,000 or more _____________________________

What is the source of these funds?


________________________________________________________________________________________________

REFERENCES
1. Individual & Position ________________________________ Years Acquainted _____________

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

Company ______________________________________________________________________
Address ___________________________________________ Telephone ( ) ______________
2. Individual & Position ________________________________ Years Acquainted _____________
Company ______________________________________________________________________
Address ___________________________________________ Telephone ( ) ______________
3. Individual & Position ________________________________ Years Acquainted _____________
Company ______________________________________________________________________
Address ___________________________________________ Telephone ( ) ______________

TO COOL MATS

I ACKNOWLEDGE THAT COMPLETION AND SUBMISSION OF THIS APPLICATION IN NO


MANNER BINDS OR COMMITS COOL MATS. to accept me as a CMBA Licensee. Such selection
being at the sole selective discretion of COOL MATS and its management. I certify that my personal and
financial statement is true. I am not being sued and there are no executions against me. I authorize COOL
MATS or their agents to obtain such factual and investigate information regarding me from others as
permitted by law, and to retain this application for corporate records.

Dated this _________________________________ Day of _________________________, 20 _________

Witness _______________________________________ Name _________________________________

Signature ___________________________________

Cool Mats™ – The Coolest Ads In Town®


Read, Sign and Fax to 866-302-7490

LICENSING AGREEMENT

THIS IS A CONTRACT. PLEASE READ IT CAREFULLY. BY INDICATING YOUR ACCEPTANCE BELOW, YOU
ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LICENSING AGREEMENT.

This Agreement is made in Brampton, Ontario, between Cool Mats™ ("Cool Mats") and you, as named on the signature page
of this Agreement, ("CMBA") effective as of the date we process your license fee payment.

BACKGROUND
Cool Mats is engaged in the advertising publication business of selling a variety of advertising and promotional products such as
placemats, menus, flyers, ad boards, ad directory, ad based promotional items and complementary products (collectively "Cool Mats
Products"), in association with the following: methods of sales, presentation, and merchandising such products using standards,
specifications, procedures, quality, and techniques that Cool Mats has developed and may continue to develop from time to time in
Cool Mats' sole discretion (all collectively "Licensed Rights").

CMBA operates one or more advertising sales facilities ("Licensed Affiliate Area") and wishes to offer Cool Mats Products in
accordance with the Licensed Rights pursuant to the terms of this Agreement. Cool Mats is willing to authorize the individual and
company identified on the signature page of this Agreement to sell Cool Mats Products in accordance with the Licensed Rights on the
terms set out in this Agreement. As part of this Agreement, CMBA and Cool Mats have agreed to the following:

SERVICES BY COOL MATS


Cool Mats will loan CMBA a copy of its typical specifications, designs and layouts for Cool Mats Products to be used to incorporate
Cool Mats Products into Licensed Affiliates sales. CMBA is required to develop, sell, serve and merchandising of the Cool Mats
Products in accordance with Cool Mats standards, specifications, components, quality, and techniques. Cool Mats will identify the
names of approved suppliers for Cool Mats Products and their components, and associated products. Cool Mats will provide CMBA
training program, via an online Intranet system, which a CMBA will be required to complete before sales of any Cool Mats Products
by CMBA.

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

TRADEMARK LICENSE
Cool Mats is the owner of the trademarks, trade names, service marks, and symbols outlined in this Agreement (including but not
limited to COOL MATS) (collectively the "Marks"). As part of this Agreement, Cool Mats grants CMBA a non-exclusive license to
use the Marks only in the Licensed Affiliate Area and only on and in connection with Cool Mats Products, and for this purpose to
affix the Marks to or on packaging, advertising, and promotional materials sold, used, or distributed in connection with the Cool Mats
Products. CMBA agrees to limit its use of the Marks to the Licensed Affiliate Area and to the Cool Mats Products, according to
processes, specifications, and other quality standards reasonably established or approved by Cool Mats for the Cool Mats Products in
connection with which the Marks are used. Cool Mats has the right to approve packaging, promotional items, and advertising bearing
the Marks prior to use. All rights in the Marks other than those specifically granted in this Agreement are reserved to Cool Mats for its
own use and benefit. Upon the expiration or termination of this Agreement, all rights to use the Marks in the manner provided for in
this Agreement shall revert automatically to Cool Mats, and CMBA shall immediately discontinue all use of the Marks.

TERM AND RENEWAL


Unless terminated earlier as set out in this Agreement, this Agreement shall expire 10 years from the effective date of this Agreement,
being the purchase date of the license. This Agreement shall automatically renew for an unlimited number of additional terms of 1
year each, unless: (1) CMBA gives Cool Mats written notice of its election not to renew at least 60 days before the expiration of the
then-current term; or (2) at the expiration of the then-current term CMBA is in default of any provision of this Agreement.

FEES
CMBA shall pay Cool Mats an initial fee for each Licensed Affiliate Area upon execution and delivery of this Agreement. All such
fees are non-refundable. CMBA shall have no obligation to pay any ongoing royalty to Cool Mats in consideration of the right to
operate as an authorized seller of Cool Mats Products and licensee of Licensed Rights. CMBA shall purchase Cool Mats Products, and
all components of Cool Mats Products, as needed, directly from Cool Mats and its authorized distributors, at such prices and on such
terms as Cool Mats and its distributors establish. CMBA acknowledges and agrees that Cool Mats makes money on the sales of Cool
Mats Products and Products and components. CMBA is required to purchase Cool Mats Products on a monthly basis in order to retain
the rights granted in this Agreement. The minimum monthly order required to retain the rights granted under this Agreement for is
$1,500.0 per Licensed Affiliate Area.

LIMITATIONS ON USE
CMBA acknowledges that it had no part in the creation or development of Cool Mats trademarks, service marks, and trade names.
Cool Mats is the exclusive owner of the Licensed Rights and of the standards, specifications, procedures, designs, layouts, techniques,
and other concepts embodied therein. CMBA is a licensee only, and will use the Licensed Rights only in conjunction with the sale of
the Cool Mats Products that CMBA is authorized to sell and strictly in accordance with the terms of this Agreement. Any
unauthorized use of the Licensed Rights is and shall be deemed to be an infringement of Cool Mats rights. CMBA shall not use the
Licensed Rights in association with the sale, advertisement, marketing, distribution, or promotion of any food item, product, or service
that is not approved in writing by Cool Mats. Except as expressly provided by this Agreement, CMBA shall not acquire any right,
title, or interest in or to the Licensed Rights. All goodwill associated with the Licensed Rights shall ensure exclusively to Cool Mats
benefit, and any and all improvements in or to the Licensed Rights developed by CMBA shall be and become the sole and absolute
property of Cool Mats. CMBA shall not at any time take any action whatsoever to question or contest the validity, right, title, or
interest of Cool Mats in and to the Licensed Rights and the goodwill associated therewith.

The use of the Licensed Rights granted under this Agreement is non-exclusive and Cool Mats retains the right, in its sole discretion:
(1) to continue to construct and operate other Cool Mats outlets of all types, and to license, franchise, and otherwise permit others to
do so, and to use the Licensed Rights in any location, including locations in close or immediate proximity to the Licensed Affiliate
Area, and to license, franchise, and otherwise permit others to do so; (2) to develop, use, and to license others to use, the rights to any
trade names, trademarks, service marks, trade symbols, emblems, signs, slogans, insignia, patents, or copyrights for use with
franchised or Licensed Rights for the sale of Cool Mats Products or services, including but not limited to those that are part of the
Licensed Rights licensed under this Agreement, without granting CMBA any rights therein; (3) to develop, merchandise, sell, and
license others to sell the Cool Mats Products and other Cool Mats Products to the public through grocery and any other outlets
anywhere; and (4) to offer to other licensees and franchisees of Cool Mats various promotions, programs, assistance, and benefits
unavailable to CMBA.

CMBA shall sell and offer Cool Mats Products only in the Licensed Affiliate Area and shall not sell and offer Cool Mats Products at
any unapproved location, temporary or permanent, or otherwise exceed the scope of the license, without the prior written consent of
Cool Mats. CMBA shall not use the Licensed Rights associated with any Cool Mats Products that CMBA is not authorized to sell.
CMBA shall not sell any products that are similar to or in competition with any of the Cool Mats Products.

ASSIGNMENT
CMBA shall not sell, assign, donate, transfer, convey, or encumber this Agreement, the Licensed Rights, or any other right or interest
hereunder, and shall not suffer or permit any such assignment, transfer, or encumbrance to occur by operation of law or otherwise,
without the prior written consent of Cool Mats.

Cool Mats may assign all or any part of this Agreement and any related rights at its sole and absolute discretion.

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

CONFIDENTIALITY
During the term of this Agreement and for a period of 2 years after termination of this Agreement for any reason, CMBA, any persons
controlling, controlled by, or under common control with CMBA, and any managerial employee employed for or by CMBA, shall not,
without Cool Mats prior written consent, sell or serve any products which are substantially similar to or competitive with the Cool
Mats Products, whether on a sale or complimentary basis; and shall at all times treat as confidential such information as Cool Mats
may designate from time to time for confidential use with the Cool Mats Products or the Licensed Rights, as well as all other trade
secrets, confidential information, knowledge, and know-how concerning the modification or operation of a Licensed Store that may be
imparted to or acquired by CMBA from time to time in connection with this Agreement, and to use diligent efforts to keep such
information confidential. CMBA acknowledges that the unauthorized use or disclosure of such confidential information and trade
secrets will cause incalculable and irreparable injury to Cool Mats. CMBA accordingly agrees that it shall not, at any time, without
Cool Mats prior written consent, disclose, except to such employees or agents as must have access to such information in order to
modify or operate a Licensed Store or account for its revenues and expenses, or use or permit the use of, except as may be required by
applicable law or authorized by this Agreement, such information, in whole or in part, or otherwise make the same available to any
unauthorized person or source. These obligations and restrictions shall remain in full force and effect following the termination or
expiration of this Agreement.

INDEMNITY
CMBA shall defend, indemnify, and hold Cool Mats harmless from and against any liability or damage, including reasonable lawyers'
fees, that Cool Mats may incur as a result of claims, demands, costs, or judgments, of any kind or nature, by anyone whomsoever,
arising out of or otherwise connected with this Agreement, the license granted hereunder, the Licensed Rights, or the acquisition,
construction, renovation, financing, equipping, ownership, inspection, repair, maintenance, or operation of a Licensed Store, except
claims for which Cool Mats gross negligence is established as the sole cause. Cool Mats may, but is not obligated to, undertake the
defence of any such claim or demand and supervise all settlement negotiations related thereto, provided, however, that if it does so,
Cool Mats shall pay the legal fees it incurs in connection with such defence and settlement. If a proposed settlement would result in
liability or financial contribution by CMBA, Cool Mats shall not settle the claim, demand, or proceeding without CMBA's approval.
CMBA acknowledges that Cool Mats election to undertake the defence or settlement of a claim or demand subject to indemnification
hereunder will in no way be construed as diminishing or extinguishing CMBA's obligation to indemnify and hold Cool Mats harmless.

TERMINATION
Cool Mats may, at its sole discretion, terminate this Agreement in its entirety immediately upon giving notice to CMBA: (1) if CMBA
misuses the Licensed Rights, fails to use the Licensed Rights in accordance with their terms or in accordance with this Agreement,
otherwise materially impairs the goodwill associated therewith or Cool Mats rights therein, or if CMBA uses in conjunction with any
of the Cool Mats Products any names, marks, Licensed Rights, insignia, or symbols not authorized by Cool Mats; (2) if CMBA files or
has filed against it a case in bankruptcy, reorganization, or similar proceeding under the bankruptcy laws of United States and Canada,
if the bank accounts, property, or receivables of CMBA are attached and such attachment proceedings are not dismissed within a 30-
day period, if execution is levied against the business or property of CMBA, or if a suit to enforce any lien or mortgage against a
Licensed Store or equipment thereof is instituted and not dismissed within 30 days; (3) if CMBA receives from Cool Mats 3 or more
written valid notices of default or notices of violations of this Agreement; or (4) if CMBA fails to begin offering Cool Mats Products
for sale in the Licensed Affiliate Area within 6 months after the effective date of this Agreement.

Upon termination of this Agreement for any reason, or upon expiration of the term hereof, CMBA agrees as follows: (1) to
immediately stop selling Cool Mats Products and stop using or permitting the use of the Licensed Rights at the Licensed Stores; (2) to
return to Cool Mats all materials, manuals, plans, specifications, designs, records, samples, models, programs, handbooks, or drawings
related to or concerning Cool Mats operations, the Licensed Rights, and the Cool Mats Products; (3) to immediately stop (i) acting in
any way as an authorized vendor of the Cool Mats Products or licensee of Cool Mats, and (ii) using any of Cool Mats confidential
information, trade secrets, signs, symbols, recipes, formulas, food mixes, or other materials constituting the Cool Mats Products or the
Licensed Rights at the Licensed Stores; (4) to immediately pay Cool Mats all amounts due to Cool Mats; and (5) to promptly destroy
or surrender to Cool Mats all stationery, letterheads, forms, printed materials, promotional displays, and advertising containing any
aspect of or reference to the Cool Mats Products or the Licensed Rights. If CMBA fails to make such changes, then Cool Mats or its
agents may enter each affected Licensed Store and make such changes at CMBA's expense.

ENFORCEMENT
Due to the irreparable harm that could be caused by CMBA's violation of any of the terms of this Agreement, in addition to any other
relief available at law or equity, Cool Mats or its designee shall be entitled to obtain without bond or security, any restraining orders or
temporary or permanent injunctions in order to enforce, among other things, the provisions of this Agreement relating to the Licensed
Rights and CMBA's obligations upon termination or expiration of this Agreement, and to prohibit any act or omission by CMBA, its
employees, or Licensed Stores, that constitutes a violation of applicable law or threatens the Licensed Rights. CMBA's only remedy if
such an injunction is entered will be the dissolution of the injunction, if appropriate, and CMBA waives and holds Cool Mats harmless
from all damage claims if the injunction is wrongfully issued.

Except insofar as Cool Mats elects to enforce this Agreement by judicial process, injunction, or specific performance as otherwise
provided herein, all disputes relating to this Agreement or the relationship between the parties shall be submitted to and settled by

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.
CMBA Info Package - 2010

arbitration in accordance with the Commercial Arbitration Rules of the American/Canadian Arbitration Association or any successor
association. The expenses of the arbitration, other than lawyers' fees, shall be paid entirely by the losing party.

If Cool Mats enforces this Agreement in a judicial proceeding, Cool Mats shall be entitled to reimbursement of its costs and expenses
including, without limitation, reasonable lawyers' fees, court costs, and other litigation expenses, whether incurred prior to or in
preparation of such judicial proceeding.

GOVERNING LAW
This Agreement is accepted by Cool Mats in the Province of Ontario and shall be governed by and interpreted in accordance with
Ontario law, which shall prevail in the event of any conflict of laws. Cool Mats and CMBA irrevocably submit themselves to the
exclusive personal jurisdiction and venue in the courts of the judicial districts in which Cool Mats principal place of business is
located within the Province of Ontario and hereby waive any objection to either the personal jurisdiction or venue of such courts.

IN WITNESS WHEREOF, the parties hereto have executed this License Agreement.

Dated as of: (Please print clearly.)

CMBA

Full Business Name:


Signature: By: (If applicable)
I have authority to bind the corporation.

Signatory Name: Position/Title:

Address:

Tel: Fax:
Email:

CMBA Area (s):

COOL MATS

Cool Mats

By:

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

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