GOURMET SYSTEMS, INC. AND THE OZARK APPLES, INC. ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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APPLEBEES INTERNATIONAL INC | GOURMET SYSTEMS, INC | THE OZARK APPLES, INC

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Title: GOURMET SYSTEMS, INC. AND THE OZARK APPLES, INC. ASSET PURCHASE AGREEMENT
Governing Law: Missouri Date: 7/28/2005
Industry: Restaurants Law Firm: Blackwell Sanders Peper Martin LLP Sector: Services

GOURMET SYSTEMS, INC.

AND

THE OZARK APPLES, INC.

ASSET PURCHASE AGREEMENT

April 8, 2005

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TABLE OF CONTENTS

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Page

ARTICLE I PURCHASE AND SALE OF ASSETS..............................................................................2

SECTION 1.1 PURCHASED ASSETS...................................................................................2

SECTION 1.2 EXCLUDED ASSETS....................................................................................3

ARTICLE II PURCHASE PRICE OF ASSETS................................................................................3

SECTION 2.1 PURCHASE PRICE; EARNEST MONEY......................................................................3

SECTION 2.2 FORM OF PAYMENT....................................................................................4

SECTION 2.3 ADJUSTMENT OF PURCHASE PRICE.......................................................................4

SECTION 2.4 OBLIGATIONS ASSUMED BY BUYER.......................................................................4

SECTION 2.5 OBLIGATIONS SATISFIED BY SELLER....................................................................5

SECTION 2.6 ALLOCATION OF PURCHASE PRICE.......................................................................5

SECTION 2.7 TAXES..............................................................................................5

ARTICLE III CLOSING................................................................................................5

SECTION 3.1 DATE, TIME AND PLACE OF CLOSING....................................................................5

SECTION 3.2 DELIVERIES BY SELLER AT CLOSING....................................................................5

SECTION 3.3 DELIVERIES BY BUYER AT CLOSING.....................................................................7

SECTION 3.4 TRANSFER OF OPERATIONS.............................................................................7

SECTION 3.5 ASSIGNMENT BY BUYER................................................................................7

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER................................................................7

SECTION 4.1 EXISTENCE; OWNERSHIP...............................................................................7

SECTION 4.2 POWER AND AUTHORITY................................................................................7

SECTION 4.3 EXECUTION AND DELIVERY PERMITTED...................................................................8

SECTION 4.4 THE PURCHASED ASSETS...............................................................................8

SECTION 4.5 BINDING EFFECT.....................................................................................9

SECTION 4.6 LICENSURE..........................................................................................9

SECTION 4.7 CONDITION OF PURCHASED ASSETS.....................................................................10

SECTION 4.8 ABSENCE OF OTHER ASSETS...........................................................................10

SECTION 4.9 OWNERSHIP OF PURCHASED ASSETS.....................................................................10

SECTION 4.10 REAL PROPERTY....................................................................................10

SECTION 4.11 INTENTIONALLY DELETED............................................................................11

SECTION 4.12 DOCUMENTS SUFFICIENT.............................................................................12

SECTION 4.13 LITIGATION OR CONDEMNATION.......................................................................12

SECTION 4.14 TAXES............................................................................................12

SECTION 4.15 CONTRACTS........................................................................................12

SECTION 4.16 DISCLOSURE.......................................................................................13

SECTION 4.17 EMPLOYMENT MATTERS...............................................................................13

SECTION 4.18 EMPLOYEE BENEFIT PLANS...........................................................................13

SECTION 4.19 LIABILITIES OF SELLER............................................................................15

SECTION 4.20 INSURANCE COVERAGE...............................................................................15

SECTION 4.21 SEVERANCE PAY....................................................................................15

SECTION 4.22 ENVIRONMENTAL MATTERS............................................................................15

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SECTION 4.23 RESTAURANT LOCATIONS.............................................................................17

SECTION 4.24 ACCURACY OF REPRESENTATIONS AND WARRANTIES.......................................................17

SECTION 4.25 INTENTIONALLY DELETED............................................................................17

SECTION 4.26 AFFILIATED TRANSACTIONS..........................................................................17

SECTION 4.27 SUBSIDIARIES.....................................................................................17

SECTION 4.28 STATUS OF ADDITIONAL RESTAURANTS.................................................................17

SECTION 4.29 FINANCIAL STATEMENTS.............................................................................17

ARTICLE V COVENANTS OF SELLER.....................................................................................18

SECTION 5.1 EMPLOYEE BENEFIT PLANS............................................................................18

SECTION 5.2 PERFORMANCE OF REAL PROPERTY LEASES AND MATERIAL CONTRACTS........................................18

SECTION 5.3 TRANSFER OF LICENSES AND PERMITS..................................................................18

SECTION 5.4 AGREEMENTS RESPECTING EMPLOYEES OF SELLER.........................................................19

SECTION 5.5 MAINTENANCE OF EXISTENCE..........................................................................19

SECTION 5.6 CONDUCT OF BUSINESS...............................................................................19

SECTION 5.7 BROKER'S FEES.....................................................................................20

SECTION 5.8 ACCESS TO INFORMATION AND PROPERTIES..............................................................20

SECTION 5.9 INTENTIONALLY DELETED.............................................................................20

SECTION 5.10 INTENTIONALLY DELETED............................................................................20

SECTION 5.11 INTENTIONALLY DELETED............................................................................20

SECTION 5.12 SURVEY AND TITLE REPORT..........................................................................20

SECTION 5.13 FINANCIAL STATEMENTS.............................................................................21

SECTION 5.14 NO SECURITIES TRADING............................................................................21

SECTION 5.15 CHANGE OF NAME...................................................................................21

SECTION 5.16 COOPERATION......................................................................................22

SECTION 5.17 RIGHT TO INSPECT.................................................................................22

SECTION 5.18 DEFICIENCIES--REPAIRS AND REPLACEMENTS...........................................................22

SECTION 5.19 RESTRICTIVE COVENANTS............................................................................23

SECTION 5.20 NO SALE NEGOTIATIONS.............................................................................24

SECTION 5.21 POTENTIAL SITES..................................................................................24

SECTION 5.22 SALE OR ASSIGNMENT OF POTENTIAL SITES............................................................24

SECTION 5.23 ADDITIONAL RESTAURANTS; REIMBURSEMENT............................................................24

SECTION 5.24 DEVELOPMENT ACTIVITIES...........................................................................24

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER................................................................24

SECTION 6.1 CORPORATE EXISTENCE...............................................................................25

SECTION 6.2 CORPORATE POWER AND AUTHORITY.....................................................................25

SECTION 6.3 EXECUTION AND DELIVERY PERMITTED..................................................................25

ARTICLE VII COVENANTS OF BUYER....................................................................................25

SECTION 7.1 BUYER PERFORMANCE.................................................................................25

SECTION 7.2 DEVELOPMENT OF ADDITIONAL RESTAURANTS.............................................................25

SECTION 7.3 POTENTIAL SITES...................................................................................25

SECTION 7.4 RIGHT TO INSPECT..................................................................................26

SECTION 7.5 BUYER'S OPTIONS...................................................................................26

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ARTICLE VIII PRORATIONS AND PURCHASE PRICE ADJUSTMENT; CONDITIONS TO CLOSING......................................26

SECTION 8.1 PRORATIONS AND PURCHASE PRICE ADJUSTMENTS.........................................................26

SECTION 8.2 INVENTORY ADJUSTMENT AND VACATION CREDIT..........................................................27

SECTION 8.3 AMOUNTS OWED BUYER; STORE CASH....................................................................27

SECTION 8.4 BUYER'S CONDITIONS TO CLOSING.....................................................................27

SECTION 8.5 SELLER'S CONDITIONS TO CLOSING....................................................................29

ARTICLE IX INDEMNIFICATION AGAINST LOSS...........................................................................29

SECTION 9.1 INDEMNIFICATION BY SELLER AND THE SHAREHOLDERS....................................................29

SECTION 9.2 INDEMNIFICATION BY BUYER..........................................................................30

SECTION 9.3 LIMITATIONS.......................................................................................30

ARTICLE X MISCELLANEOUS...........................................................................................30

SECTION 10.1 NOTICES..........................................................................................30

SECTION 10.2 APPLICABLE LAW...................................................................................31

SECTION 10.3 BINDING ON SUCCESSORS; ASSIGNMENT................................................................31

SECTION 10.4 PAYMENT OF COSTS.................................................................................31

SECTION 10.5 CLOSING NOT TO PREJUDICE CLAIM FOR DAMAGES.......................................................32

SECTION 10.6 SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND UNDERTAKINGS..............................33

SECTION 10.7 ADDITIONAL DOCUMENTS.............................................................................33

SECTION 10.8 TIME IS OF THE ESSENCE...........................................................................33

SECTION 10.9 INTERPRETATION...................................................................................33

SECTION 10.10 ENTIRE AGREEMENT................................................................................33

SECTION 10.11 COUNTERPARTS....................................................................................33

SECTION 10.12 TERMINATION.....................................................................................33

SECTION 10.13 PUBLIC ANNOUNCEMENTS............................................................................34

SECTION 10.14 CONFIDENTIALITY.................................................................................34

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into

this day of April, 2005, by and among The Ozark Apples, Inc., a Missouri

corporation ("Seller"), Ozark Holdings, Inc., a Missouri corporation

("Holdings"), Gregory R. Walton ("Greg Walton"), Sandra G. Walton ("Sandra

Walton") Sandra G. Walton, Voting Trustee under Voting Trust dated June 29,

1992, as amended ("Sandra Walton Trust"), Gregory R. Walton, Trustee under

Voting Trust, dated August 12, 2002 f/b/o Sandra G. Walton and Gregory R. Walton

(the "Walton Trust"), G. Reid Teaney, Trustee under the Christopher Ryan Walton

Irrevocable Trust, dated November 25, 1977 (the "Christopher Walton Trust"), G.

Reid Teaney, Trustee under the Megan N. (Walton) Allen Irrevocable Trust, dated

November 25, 1977 (the "Megan Allen Trust"), Gregory W. McGhee, Trustee of the

Gregory W. McGhee Revocable Trust, dated September 16, 2002 (the "Gregory McGhee

Trust"), Gregory McGhee ("McGhee"), Yvonne T. McGhee, Trustee of the Yvonne T.

McGhee Revocable Trust, dated September 16, 2002 (the "Yvonne McGhee Trust") and

Yvonne T. McGhee ("Yvonne McGhee") (collectively, Holdings, Greg Walton, Sandra

Walton, Sandra Walton Trust, the Walton Trust, the Christopher Walton Trust, the

Megan Allen Trust, the Gregory McGhee Trust, McGhee, the Yvonne McGhee Trust and

Yvonne McGhee shall be referred to herein as the "Shareholders") and Gourmet

Systems, Inc., a Missouri corporation (the "Buyer").

RECITALS

WHEREAS, Seller owns various items of personal property and interests in

real property (i) used in the operation of eleven (11) Applebee's Neighborhood

Grill & Bar restaurants (the "Existing Restaurants") at the locations set forth

on Exhibit A to this Agreement; and (ii) intended to be used in the operation of

one (1) Applebee's Neighborhood Grill & Bar restaurants under construction at

the location set forth on Exhibit B to this Agreement (the "Additional

Restaurants") (collectively, the Existing Restaurants and the Additional

Restaurant shall hereinafter be defined as the "Restaurants" and the locations

of all such Restaurants shall be defined as (the "Restaurant Locations"));

WHEREAS, Seller may acquire or occupy, or enter into purchase contracts or

leases to acquire or occupy, two (2) potential development sites (the "Potential

Sites") for Applebee's Neighborhood Bar & Grill restaurants in or near Fort

Leonard Wood, Missouri and Webb City, Missouri;

WHEREAS, Seller desires to sell such personal property and to convey certain

interests in such real property to Buyer;

WHEREAS, Buyer desires to purchase such personal property and real property

interests from Seller; and

WHEREAS, Buyer and Seller have agreed upon the terms and conditions of such

sale and desire to reduce the same to writing.

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NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,

covenants, representations, warranties and promises set forth herein, and in

order to prescribe the terms and conditions of such purchase and sale, the

parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

Section 1.1 Purchased Assets. Subject to the terms and conditions set

forth in this Agreement, Seller hereby agrees that at the Closing (as defined in

Section 3.1, below) it shall sell, transfer, convey, and assign to Buyer and

Buyer hereby agrees at the Closing to purchase and accept from Seller, free and

clear of all mortgages, liens, security interests, pledges and encumbrances, the

following assets (collectively, the "Purchased Assets"):

(a) All of Seller's right, title and interest in and under all of the

Franchise Agreements listed on Exhibit C (the "Franchise Agreements") and

all operating manuals, recipes, proprietary information and similar

documents and information held by Seller in connection with Seller's status

as a franchisee of Applebee's International, Inc., a Delaware corporation

("AII") and all copies and extracts therefrom;

(b) All of Seller's right, title and interest at the Closing in and to

the real and personal property (of whatever nature) intended to be used in

the operation of the Additional Restaurant and leased by Seller;

used in the operation of the Additional Restaurant and owned by Seller;

(d) Subject to the consultation and approval of Buyer as set forth in

Section 5.22 herein, all of Seller's right, title and interest, if any, at

the Closing in and to the Potential Sites;

(e) Seller's interest as lessee in and to the Real Property Leases (as

defined in Section 4.4(c), below), including all of Seller's interest under

the Real Property Leases in the buildings, fixtures, signs, parking

facilities, trash facilities, fences, other leasehold improvements,

appurtenances, and hereditaments subject to such Real Property Leases;

(f) All Owned Real Property (as defined in Section 4.4(a), below),

including all of Seller's interest in the buildings, fixtures, signs,

parking facilities, trash facilities, fences, other improvements,

appurtenances and hereditaments related to the Owned Real Property;

(g) All Material Contracts (as defined in Section 4.4(g), below),

including, but not limited to, all confidentiality agreements,

non-competition agreements and non-solicitation agreements between Seller

and its employees;

(h) All equipment, vehicles and leasehold improvements used in the

normal and customary operations of the Restaurants, including but not

limited to the furniture, machinery, equipment, tables, chairs, cash

registers, ovens, refrigerators, display cases, shelves, utensils, tools,

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pans, lights, uniforms, curtains, signs, menus, tablecloths, glasses,

plates, dishes, silverware, pitchers, books, cabinets, racks, towels,

ornaments, artifacts, decor, collectibles, bars, and bar equipment located

at the Restaurant Locations or the Additional Restaurants, as the case may

be (the "Equipment") ;

(i) All inventories of foodstuffs, beverages, paper products, cleaning

supplies and other supplies (the "Inventories") which are in the Restaurant

Locations or the Additional Restaurant, as the case may be, on the Closing

Date (as defined in Section 3.1, below);

(j) All of Seller's other rights and property interests of any nature

which are customarily used in the operation of the Restaurants or intended

to be used in the operation of the Additional Restaurant, including, but not

limited to rights to use existing telephone numbers, fax numbers, keys,

security system codes, copyrights, trademarks and service marks (and all

goodwill associated with such trademarks or service marks), and rights

arising under equipment or other warranties;

(k) All data transmission equipment and related software and software

licenses ("Transferred Licenses"), computer software (subject to Seller's

ability to assign or transfer such software) and related materials and

portable computers used by field personnel and used only in connection with

the operation of the Restaurants;

(l) All records and files related to the Real Property (as defined in

Section 4.4(b), below) such as rent calculations, landlord correspondence,

purchase agreements, deeds, construction documents, title reports,

environmental and engineering reports, appraisals, surveys, etc., and the

Material Contracts and all personnel records and files related to Seller

employees who accept employment with Buyer as of the Effective Time (as

defined below in Section 3.4, below); and

(m) All cash amounts normally used to operate the Restaurants,

provided that in no event shall such cash be in excess of $1,500 per

Restaurant.

Section 1.2 Excluded Assets. Excluded from sale under this Agreement are

the assets of Seller listed or described on Schedule 1.2 to this Agreement.

ARTICLE II

PURCHASE PRICE OF ASSETS

Section 2.1 Purchase Price; Earnest Money. The purchase price paid for

the Purchased Assets shall be (a) Thirty-Four Million Eight Hundred Seventy-Two

Thousand Two Hundred Ninety-Eight and No/100 Dollars ($34,872,298.00), adjusted

as set forth in Section 2.3 and Article VIII below, plus (b) the amount set

forth on Exhibit D attached hereto as the amount of Seller's out-of-pocket costs

paid in connection with the development and construction of the Restaurant

located in Osage Beach, Missouri (the "Purchase Price"). The Purchase Price

shall be paid at Closing in accordance with Section 2.2 below and will be

adjusted pursuant to Section 2.3 and Article VIII below, which adjustments will

include payments for the Potential Sites, if any, and the Construction Costs

(defined herein) relating to the Additional Restaurant.Pursuant to the Letter of

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Intent between the parties, dated February 28, 2005, Buyer agreed to deliver to

Seller earnest money in the total amount of Two Hundred Fifty Thousand and

No/100 Dollars ($250,000.00) (the "Earnest Money"), of which Fifty Thousand and

No/100 Dollars ($50,000.00) has already been delivered to Seller from Buyer as

of March 3, 2005. Simultaneously with the execution of this Agreement, Buyer

shall pay to Seller the remainder of the Earnest Money in the amount of Two

Hundred Thousand and No/100 Dollars ($200,000.00). The Earnest Money shall be

refunded to Buyer in the event the Closing is not consummated on account of

termination of this Agreement by either party pursuant to the rights contained

herein. Upon Closing, the Earnest Money will be retained by Seller and will

reduce the Purchase Price on a dollar for dollar basis.

Section 2.2 Form of Payment. At the Closing, Buyer shall pay Seller the

Purchase Price, as adjusted herein, in cash by wire transfer of funds, or in

such other manner reasonably acceptable to Seller.

Section 2.3 Adjustment of Purchase Price. Within five (5) business days

prior to the Closing, Seller will deliver to Buyer a preliminary statement (the

"Initial Closing Statement") of the Purchase Price adjustments and prorations as

set forth in Article VIII. The amounts on the Initial Closing Statement, as

reasonably agreed to by Buyer, shall constitute the initial adjustments to the

Purchase Price at Closing. Within one hundred eighty (180) days following the

Closing, Buyer will deliver to Seller, subject to the reasonable agreement of

Seller, a final statement (the "Final Closing Statement") of any such

adjustments and prorations. Any differences in the adjustment to the Purchase

Price between the Final Closing Statement and the Initial Closing Statement

shall be paid by the applicable party within five (5) days after the execution

of the Final Closing Statement. The parties agree that payments owed by Buyer to

Seller pursuant to Section 7.2 herein will be paid in accordance with said

section even if the payment date occurs after the date for Final Closing

Statement payments required under this Section 2.3.

Section 2.4 Obligations Assumed by Buyer. In addition to the payment of

the Purchase Price, Buyer hereby agrees to (a) assume responsibility for all

earned and unused vacation, as of the Closing Date, of all employees of Seller

who are hired by Buyer and (b) assume and perform all of Seller's obligations

with respect to the Real Property Leases and Material Contracts (the "Assumed

Liabilities"); however, except as specifically provided herein, Buyer shall not

assume or be responsible for any liability, indebtedness, or contractual

obligation of Seller relating to Restaurant operations or other events, acts or

omissions occurring prior to the Effective Time, even if such liability,

indebtedness or contractual obligation does not arise until after the Effective

Time. Without limiting the generality of the foregoing, in no case shall Buyer

be required to assume any obligation which:

(a) Is prorated to Seller under Section 2.3 or Article VIII of this

Agreement;

(b) Arises from an event (including any action or inaction on the part

of Seller) occurring on or prior to the Effective Time which, with notice,

the passage of time or both, would result in an event of default occurring

under any lease or agreement to which Seller is a party;

Exhibits and Schedules attached hereto, not to exist;

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(d) Relates to Seller's payroll or pension, incentive or benefit

plans;

(e) Relates to any lease of personal property used in the operation of

any Restaurant Location or in connection with the operations or development

of the Additional Restaurant, unless it is a Material Contract; or

(f) Any other liability of Seller not expressly assumed by Buyer

hereunder.

Section 2.5 Obligations Satisfied by Seller. Seller shall pay all trade

payables, accounts payable, utility payments, tax withholding, payroll taxes,

wages and similar operating expenses which are incurred, or related to a time

prior to, the Effective Time.

Section 2.6 Allocation of Purchase Price. Buyer and Seller agree that the

Purchase Price shall be allocated to the Purchased Assets as set forth on

Schedule 2.6 attached hereto, which schedule will be completed as mutually

agreed to by the parties on or before the Closing Date. Such allocation shall be

binding on Buyer and Seller for all purposes, including the reporting of gain or

loss and determination of basis for income tax purposes, and each of the parties

hereto agrees that it or they will file a statement setting forth such

allocation with its or their federal income tax returns and will also file such

further information or take such further actions as may be necessary to comply

with the Treasury Regulations that have been promulgated pursuant to Section

1060 of the Internal Revenue Code of 1986, as amended (the "1060 Regulations").

The parties also agree that such allocations will be consistent with Generally

Accepted Accounting Principles ("GAAP") to the extent not inconsistent with the

1060 Regulations.

Section 2.7 Taxes. Seller shall be liable for and shall pay all transfer

or sales taxes and all filing fee and documentary fees or taxes related to the

recording of all deeds and lease assignments payable in connection with the

purchase, sale or transfer of the Purchased Assets to, and the assumption of the

Assumed Liabilities by, Buyer pursuant to this Agreement.

ARTICLE III

CLOSING

Section 3.1 Date, Time and Place of Closing. The consummation of the

transactions contemplated hereby (the "Closing") shall be held on May 23, 2005

(the "Closing Date"), beginning at 9:00 a.m. central time in the offices of

Blackwell Sanders Peper Martin LLP, 4801 Main Street, Suite 1000, Kansas City,

Missouri, 64112, or at such other place, time or date as the parties hereto

shall mutually agree.

Section 3.2 Deliveries by Seller at Closing. At the Closing and

thereafter as may be reasonably requested by Buyer, Seller shall convey,

transfer, assign, and deliver the Purchased Assets to Buyer, and shall also

deliver to Buyer the following:

(a) Duly executed bills of sale, easements, assignments, leases,

subleases, lease assignments and acceptances (including the Real Property

Leases), estoppel certificates, consents to lease assignments or Material

Contracts (if consent to assignment is required under the terms of an

existing lease or a Material Contract), nondisturbance agreements, UCC

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termination statements, satisfactions of mortgage, special warranty deeds

regarding the real property and improvements to be conveyed, and other

appropriate instruments of transfer as Buyer has requested, all in

recordable form, of content acceptable to Buyer and Buyer's counsel and

sufficient to vest in Buyer good and marketable title to all of the

Purchased Assets which, with regard to interests in Real Property, is

subject to no exception to title insurance coverage which could, in Buyer's

sole discretion, substantially affect the operation of the subject

Restaurant Location as a Restaurant or the operations or development of the

Additional Restaurant, and, with regard to both real and personal property,

is free and clear of all mortgages, deeds of trust, liens, security

agreements, charges, or other encumbrances;

(b) Certified copies of duly adopted resolutions of the Board of

Directors and the stockholders of Seller authorizing, approving, and

consenting to the execution and delivery of this Agreement, to the

consummation of the transactions contemplated herein, and to performance of

the agreements set forth herein;

estoppel certificate or other document of any person, corporation,

association, or other entity of any nature whatsoever which is necessary to

consummate the transactions contemplated hereby, and to make the warranties

and representations made in this Agreement true;

(d) Proof that all real and personal property taxes upon the Purchased

Assets which are due and payable as of the Closing Date have been paid;

(e) Letters of good standing from the tax commission for the States of

Missouri, Kansas and Arkansas, as appropriate, indicating that all sales,

employment, franchise, and income tax liabilities of Seller have been

satisfied through the date of Closing;

(f) A duly executed Assignment of Franchise Agreements in the form

attached hereto as Exhibit E;

(g) Certificates of good standing for Seller dated within ten (10)

days of the date of Closing from the States of Missouri, Kansas and Arkansas

and each other state wherein business is conducted by Seller;

(h) An ALTA policy of title insurance regarding each Restaurant,

Additional Restaurant and Potential Site (if applicable) (each, a "Title

Policy") insuring fee or leasehold title, as applicable, to such properties

and containing only such exceptions and exclusions as could not, in Buyer's

sole discretion, substantially affect the operation of the Restaurant

Location as a Restaurant or the operations or development of the Additional

Restaurant or transfer of title to Buyer;

(i) Lien and UCC search reports and other documentation sufficient to

ensure that all leases of equipment employed in the operation of the

Restaurant Locations or in connection with the operations or development of

the Additional Restaurants which are not Material Contracts have been

terminated and that all obligations of Seller thereunder have been

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satisfied, or that arrangements have been made to apply such amount of the

Purchase Price received from Buyer hereunder as may be necessary to fully

satisfy the obligations of Seller in connection with such Equipment;

(j) A duly executed release and waiver of claims in favor of Buyer

from Seller;

(k) A duly executed Cross-Receipt; and

(l) Wire transfer instructions regarding delivery of the Purchase

Price.

Section 3.3 Deliveries by Buyer at Closing. Upon receipt and review by

Buyer's counsel of all of the documents specified in Section 3.2 above, duly

authorized and validly executed, Buyer shall deliver to Seller's representatives

in attendance at Closing:

(a) The Purchase Price;

(b) Assignments and Acceptances of the Real Property Leases and

Material Contracts; and

Section 3.4 Transfer of Operations. Buyer shall be entitled to immediate

possession of, and to exercise all rights arising under, the Purchased Assets

from and after the time that the Restaurants open for business on the Closing

Date, and operation of the Restaurant Locations shall transfer at such time (the

"Effective Time"). Except as provided hereby, all profits, losses, liabilities,

claims, or injuries arising before the Effective Time shall be solely to the

benefit or the risk of Seller. All such occurrences after the Effective Time

shall be solely to the benefit or the risk of Buyer. The risk of loss or damage

by fire, storm, flood, theft, or other casualty or cause shall be in all

respects upon Seller prior to the Effective Time and upon Buyer thereafter.

Section 3.5 Assignment by Buyer. Buyer may assign any or all of its

rights and benefits under this Agreement to any entity or entities that control,

are controlled by or are under common control with Buyer, upon written notice to

Seller of such assignment.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

As an inducement to Buyer to enter this Agreement and to consummate the

transactions contemplated hereby, Seller and each of the Shareholders, jointly

and severally, hereby represent and warrant to Buyer as follows:

Section 4.1 Existence; Ownership. Seller is duly organized, validly

existing, and in good standing under the laws of the State of Missouri and is

qualified to do business and in good standing in all jurisdictions where its

activities so require. Except for the Shareholders, no other person or entity

owns, directly or indirectly, any shares of any class of stock of Seller.

Section 4.2 Power and Authority. Seller has the power and authority to

own its properties and assets, specifically including but not limited to the

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Purchased Assets, and to carry on its business as now conducted, and to convey,

assign, and transfer the Purchased Assets as set forth in this Agreement.

Section 4.3 Execution and Delivery Permitted. The execution, delivery and

performance of this Agreement will not (a) violate or result in a breach of any

term of Seller's Articles of Incorporation or Bylaws, (b) result in a breach of

or constitute a default under any term in any agreement or other instrument to

which Seller is a party, such default having not been previously waived by the

other party to any such agreement, (c) violate any law or any order, rule or

regulation applicable to Seller, of any court or of any regulatory body,

administrative agency or other governmental instrumentality having jurisdiction

over Seller or its properties or (d) result in the creation or imposition of any

lien, charge, or encumbrance of any nature whatsoever upon any of the Purchased

Assets. The Board of Directors and the stockholders of Seller have taken all

action required by law and by Seller's Articles of Incorporation and Bylaws to

authorize the execution and delivery of this Agreement, and the transfer of the

Purchased Assets to Buyer in accordance with this Agreement. Except as set forth

on Schedule 4.3, the execution, delivery and performance of this Agreement and

the other agreements executed in connection herewith, and the consummation of

the transactions contemplated hereby and thereby do not require any filing with,

notice to or consent, waiver or approval of any third party, including but not

limited to, any governmental body or entity. Schedule 4.3 identifies separately

each notice, consent, waiver or approval by reference to each Real Property

Lease and to each Material Contract to which it is applicable.

Section 4.4 The Purchased Assets.

(a) Attached hereto as Schedule 4.4(a) is a complete and accurate list

of each parcel of real property owned by Seller on which a Restaurant is

located or which is being held for development of a Restaurant (the "Owned

Real Property"), listing the street address and providing the true legal

description of each such parcel, and stating whether any improvements are

located thereon and, if so, whether such improvements are owned or leased by

Seller;

(b) Attached hereto as Schedule 4.4(b) is a complete and accurate list

of each parcel of real estate leased by Seller or in which Seller has a

leasehold or other interest on which a Restaurant is located or which is

being held for development of a Restaurant (the "Leased Real Property"), and

stating whether any improvements are located thereon and, if so, whether

such improvements are owned or leased by Seller, listing the street address

of such property and the name and address of the landlord's agent to which

Seller is obligated to provide notices regarding the Leased Real Property,

(collectively, the Owned Real Property and the Leased Real Property are

referred to as the "Real Property");

of all agreements or documents under which Seller claims or holds such

leasehold or other interest or right to the use of the Leased Real Property

(the "Real Property Leases") and showing the street address, exact name of

the parties to such Real Property Lease, the date of such Real Property

Lease, each amendment, modification or extension thereof and the exact name

of the parties thereto, and the dates of each such amendment, modification

or extension;

<PAGE>

(d) Attached hereto as Schedule 4.4(d) is a complete and accurate list

of all material liens, claims, encumbrances, security interests and

restrictions on the Purchased Assets or any portion thereof;

(e) Attached hereto as Schedule 4.4(e) is a complete and accurate list

of all leases of personal property used in the operation of the Restaurants

or in connection with the operations or development of the Additional

Restaurants (the "Equipment Leases"), identified by parcel of Owned Real

Property or Leased Real Property or otherwise where the leased equipment is

located, and identifying the parties thereto, the property leased

thereunder, the rental and other payment terms, expiration date and

cancellation and renewal terms thereof;

(f) Attached hereto as Schedule 4.4(f) is a complete and accurate list

of all loan agreements, indentures, mortgages, pledges, security agreements,

guarantees, leases or lease purchase agreements (not listed on Schedule

4.4(c) or 4.4(e)) to which Seller is a party and to which any of the

Purchased Assets are subject;

(g) Attached hereto as Schedule 4.4(g) is a complete and accurate list

of all other contracts, agreements, commitments or other understandings or

arrangements to which Seller is a party that relate to the Restaurants or to

the operations or development of the Additional Restaurant and by which any

of the Purchased Assets are bound or affected, identified by parcel of Owned

Real Property or Leased Real Property or otherwise to which such is

applicable. The contracts listed on Schedules 4.4(e) and 4.4(g) are the

"Material Contracts," which will be transferred to Buyer hereunder;

(h) Except as set forth on Schedule 4.4(h), there are no contracts,

agreements, commitments, understandings or arrangements affecting or

relating to the Purchased Assets or the Restaurants to which any Affiliate

of Seller is a party or by which any such Affiliate is bound; and

(i) The items listed in the above Schedules constitute all of the

matters required to be shown on such Schedules. A true and complete copy, or

with respect to oral agreements an accurate summary, of each item listed on

the above Schedules has been made available to Buyer.

Section 4.5 Binding Effect. This Agreement and each other agreement

required to be executed and delivered by Seller in connection herewith, when

executed and delivered, will be the legal, valid and binding obligation of

Seller, enforceable in accordance with its terms, except as enforceability may

be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium

and similar laws affecting the enforcement of creditors' rights generally, and

(ii) general equitable principles (regardless of whether enforceability is

considered in a proceeding in equity or at law).

Section 4.6 Licensure. Seller has all state, county, and municipal

permits and licenses necessary to operate the Restaurants, except for those

permits and licenses which are not material to such operation. Seller is in

<PAGE>

material compliance with all requirements and limitations set forth in such

permits and licenses. All requisite and necessary state, county and municipal

permits and licenses necessary to operate the Restaurant Locations are listed on

Schedule 4.6 hereto.

Section 4.7 Condition of Purchased Assets.

(a) Each Restaurant contains all Equipment and Inventories required by

the applicable Franchise Agreement and/or necessary to operate the

Restaurant in accordance with Seller's historical practices. The Equipment

is in good operating condition, commensurate with its age, with reasonable

wear and tear excepted, and the Equipment complies with all material

federal, state and local laws, rules and regulations, and all material

occupational safety and health act regulations.

(b) All Inventories are saleable or usable in the ordinary course of

business for their intended use and exist in such quantity as necessary to

operate the Restaurants in accordance with Seller' historical practices.

fences and other improvements, appurtenances and hereditaments at or on each

Restaurant are in good condition, commensurate with their age, with

reasonable wear and tear excepted, and in compliance in all material

respects with all federal, state and local laws, rules and regulations and

leases and lease provisions.

Section 4.8 Absence of Other Assets. Except as specifically provided in

this Agreement, there is no asset, property, or right of any nature which has

not previously or is not now being transferred to Buyer hereunder by Seller or

which is being retained by Seller that has been customarily employed, owned,

held, or used in connection with the operation of any Restaurant Location.

Except for the Purchased Assets used by field personnel referenced in Section

1.1(k) above, all Purchased Assets used in the operation of any Restaurant

Location are situated entirely upon the premises of such Restaurant Location.

All assets located upon the Restaurant Locations have been or are being conveyed

to Buyer pursuant to this Agreement.

Section 4.9 Ownership of Purchased Assets. (a) Seller has good and

marketable title to the Purchased Assets, which title is free and clear of all

deeds of trust, mortgages, liens, security interests, charges, and encumbrances

of any nature whatsoever; (b) Seller has the full, absolute and unrestricted

right to assign, transfer and convey the Purchased Assets to Buyer, subject only

to such consents as Seller shall deliver to Buyer at Closing; (c) no person or

entity, other than Seller has any interest in the Purchased Assets other than

the interests of the lessors under the Real Property Leases and Equipment Leases

and the interests of the other parties to the Material Contracts; and (d) all

Equipment employed in the operation of the Restaurant Locations which is leased

under leases other than Material Contracts has been acquired and the purchase

price therefore fully paid, or arrangements have been made to apply such amount

of the Purchase Price received from Buyer hereunder as may be necessary to fully

pay the purchase price therefore.

Section 4.10 Real Property.

(a) Seller has good and marketable title to all of the Owned Real

Property and has the full, absolute and unrestricted right to assign,

<PAGE>

transfer and convey to Buyer said Owned Real Property, subject only to such

consents as Seller shall deliver to Buyer at Closing.

(b) Each of the Restaurant Locations is adequately serviced by all

utilities necessary for the effective operation of the Restaurants and has

not, during the last two years, experienced any material interruption in the

delivery of adequate quantities of any utilities (including, without

limitation, electricity, natural gas, potable water, water for cooling or

other business uses and fuel oil, but excluding any electricity interruption

due to storm damage) or other public services, including, without

limitation, sanitary and industrial sewer services, required by Seller in

the operation of the Restaurants.

improvements do not violate and no event has occurred or is continuing which

with notice or the passage of time, or both, would constitute a default by

Seller under, any of the covenants, restrictions, rights-of-way, licenses,

leases, agreements or easements affecting title to or relating to the use of

the Restaurant Locations, and no such covenant, restriction, right-of-way,

license, lease, agreement or easement has impaired in any material way the

right of Seller to operate the Restaurants. Seller has not received any

notice or has any knowledge of any encroachments, fence dispute, boundary

dispute, boundary line question, water dispute or drainage dispute

concerning or affecting the Restaurant Locations. Seller has not received

any notice that the use or occupancy of the Restaurant Locations by Seller

violates any statute, law or ordinance applicable to the Restaurant

Locations, or conflicts with or is in the violation of the rights of any

other person or entity.

(d) There are no outstanding options or rights of first refusal to

purchase any Restaurant Location or any portion thereof or any interest

therein. Except as set forth on Schedule 4.10(d), the use and occupancy of

the Restaurant Locations, and the operation of the Restaurants, do not (i)

use or require the use of, adjacent property or the property of any other

person, whether for ingress, egress, access, parking, storage, or other

business operations, or otherwise, or (ii) require the consent or approval

of any other person.

(e) Each Real Property Lease is in full force and effect; the terms

contained in the Real Property Leases have not been modified or amended in

any respect except as disclosed on Schedule 4.4(c), and each constitutes the

legal, valid, binding and enforceable obligation of the parties thereto.

Seller is current in all obligations under each Real Property Lease. There

have been no events of default, and, to the best of Seller's knowledge, no

state of facts exists which with notice or the passage of time, or both,

would constitute an event of default under any Real Property Lease. Subject

to the consents listed on Schedule 4.3, the consummation of the transactions

contemplated by this Agreement will not (and will not giv

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