The sales of franchisees are reducing due to recession or intensifying competition, while the cost of franchisees, such as rent, labor fee, and raw material, has continued to increase, and the operation of franchise stores is deteriorating. In this situation, the franchisees criticize the franchisor for taking excessive profits regardless of the difficulties of the franchisees, and complain the distribution fairness between franchisor and franchisees. Franchise transactions are required to have trust and cooperation between the frabchisor and franchisees, while disametrical possibility can exist such as incentives conftrontation, opportunistic behaviors. Thererforer there is need to continually improve the structure and terms of the franchise contract. In this study, we examine the concept of fairness, the income sources of franchisoe and franchisees, and the causes of unfairness in franchise transactions. We suggested several strategies to enhance fairness between franchisor and franchisees. The suggested strategy alternatives are: 1)reinforcement of the royalty –based franchise fee, 2)proliferation of purchasing cooperatives or purchasing committees and 3) risk sharing structure or method.