EXHIBIT 10.11 BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT

                                                                   EXHIBIT 10.11





                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT

                                     BETWEEN

                     BUFFALO WILD WINGS INTERNATIONAL, INC.
                          1600 UTICA AVENUE, SUITE 700
                              MINNEAPOLIS, MN 55416


                                       AND




                              AUTHORIZED LOCATION:


                     --------------------------------------
                                     Street


                     --------------------------------------
                     City             State        Zip Code




                                 EFFECTIVE DATE:

                     --------------------------------------
                             (To be completed by us)



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                              --TABLE OF CONTENTS--

                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT

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SECTION                                                                                                          PAGE
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1.       DEFINITIONS..............................................................................................1

2.       GRANT OF LICENSE.........................................................................................2

3.       TRADEMARK STANDARDS AND REQUIREMENTS.....................................................................4

4.       TERM AND RENEWAL.........................................................................................5

5.       FACILITY STANDARDS AND MAINTENANCE.......................................................................6

6.       PRODUCTS AND OPERATIONS STANDARDS AND REQUIREMENTS......................................................11

7.       PERSONNEL AND SUPERVISION STANDARDS.....................................................................15

8.       ADVERTISING.............................................................................................16

9.       FEES, REPORTING AND AUDIT RIGHTS........................................................................18

10.      YOUR OTHER OBLIGATIONS; NONCOMPETE COVENANTS............................................................20

11.      TRANSFER OF FRANCHISE...................................................................................23

12.      DISPUTE RESOLUTION......................................................................................26

13.      DEFAULT AND TERMINATION.................................................................................27

14.      POST-TERM OBLIGATIONS...................................................................................29

15.      GENERAL PROVISIONS......................................................................................30

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         APPENDICES
         ----------

A.       Trademarks
B.       Designated Area
C.       Addendum to Lease
D.       Electronic Transfer of Funds Authorization
E.       Gift Cards Participation Agreement
F.       Enrollment Form and Portal Terms and Conditions

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                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT


This  Franchise  Agreement is made this ____ day of , 2006 between  BUFFALO WILD
WINGS  INTERNATIONAL,  INC., an Ohio  corporation  with its  principal  business
located at 1600 Utica Avenue  South,  Suite 700,  Minneapolis,  Minnesota  55416
("we" or "us"), and , a whose principal business address is
 ("franchisee"  or "you").  If the  franchisee  is a  corporation,  partnership,
limited  liability  company or other legal  entity,  certain  provisions to this
Agreement also apply to its owners.

                                    RECITALS

         A.     Our parent company has developed a unique system for video
entertainment oriented, fast casual restaurants that feature chicken wings,
sandwiches, unique food service and other products, beverages and services using
certain standards and specifications;

         B.     Many of the food and beverage products are prepared according to
specified recipes and procedures, some of which include proprietary sauces and
mixes.

         C.     Our parent company owns the BUFFALO WILD WINGS(R) Trademark and
other trademarks used in connection with the operation of a BUFFALO WILD WINGS
restaurant;

         D.     Our parent company has granted to us the right to sublicense the
right to develop and operate BUFFALO WILD WINGS restaurants; and

         E.     You desire to develop and operate a BUFFALO WILD WINGS
restaurant and we, in reliance on your representations, have approved your
franchise application.

         In consideration of the foregoing and the mutual covenants and
consideration below, you and we agree as follows:

                                   DEFINITIONS

         1.     For purposes of this Agreement, the terms below have the
following definitions:

            A. "Control Person" means the individual who has the authority to,
            and does in fact, actively direct your business affairs in regard to
            the Restaurant, is responsible for overseeing the general management
            of the day-to-day operations of the Restaurant and has authority to
            sign on your behalf on all contracts and commercial documents. The
            Control Person is identified on the Ownership and Management
            Addendum attached to this Agreement.

            B. "Gross Sales" includes the total revenues and receipts from the
            sale of all products, services and merchandise sold in your
            Restaurant whether under any of the Trademarks or otherwise,
            including any cover charges or fees, vending or similar activities
            in your Restaurant or on its premises as well as all license and use
            fees. Gross Sales excludes sales taxes.

            C. "Menu Items" means the chicken wings, sandwiches and other
            products and beverages prepared according to our specified recipes
            and procedures, as we may modify and change them from time to time.

            D. "Principal Owner" means any person or entity who, now or
            hereafter, directly or indirectly owns a 10% or greater interest in
            the franchisee when the franchisee is a corporation, limited
            liability company, partnership, or a similar entity. However, if we

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            are entering into this Agreement totally or partially based on the
            financial qualifications, experience, skills or managerial
            qualifications of any person or entity who directly or indirectly
            owns less than a 10% interest in the franchisee, we have the right
            to designate that person or entity as a Principal Owner for all
            purposes under this Agreement. In addition, if the franchisee is a
            partnership entity, then each person or entity who, now or hereafter
            is or becomes a general partner is a Principal Owner, regardless of
            the percentage ownership interest. If the franchisee is one or more
            individuals, each individual is a Principal Owner of the franchisee.
            Each franchisee must have at least one Principal Owner. Your
            Principal Owner(s) are identified on the Ownership and Management
            Addendum attached to this Agreement. Every time there is a change in
            the persons who are your Principal Owners, you must, within 10 days
            from the date of each such change, update the Ownership and
            Management Addendum. As used in this Agreement, any reference to
            Principal Owner includes all Principal Owners.

            E. "Restaurant" means the BUFFALO WILD WINGS Restaurant you develop
            and operate pursuant to this Agreement.

            F. "System" means the BUFFALO WILD WINGS System, which consists of
            distinctive food and beverage products prepared according to special
            and confidential recipes and formulas with unique storage,
            preparation, service and delivery procedures and techniques, offered
            in a setting of distinctive exterior and interior layout, design and
            color scheme, signage, furnishings and materials and using certain
            distinctive types of facilities, equipment, supplies, ingredients,
            business techniques, methods and procedures together with sales
            promotion programs, all of which we may modify and change from time
            to time.

            G. "Trademarks" means the BUFFALO WILD WINGS Trademark and Service
            Mark that have been registered in the United States and elsewhere
            and the trademarks, service marks and trade names set forth on
            Appendix A, as we may modify and change from time to time, and the
            trade dress and other commercial symbols used in the Restaurant.
            Trade dress includes the designs, color schemes and image we
            authorize you to use in the operation of the Restaurant from time to
            time.

            H. "Unit General Manager" means the individual who (i) personally
            invests his or her full time and attention and devotes his or her
            best efforts to the on-premises general management of the day-to-day
            operations of the Restaurant, (ii) meets our prior restaurant or
            retail management experience requirements, and (iii) does not
            participate in the active operation or management of any business
            other than the Restaurant. The Unit General Manager must be
            appointed at least 60 days prior to the Restaurant opening, fully
            trained 20 days prior to the Restaurant opening and is or will be
            identified on the Ownership and Management Addendum attached to this
            Agreement.

                                GRANT OF LICENSE

         2.     The following provisions control with respect to the license
granted hereunder:

            A. Authorized Location. We grant to you the right and license to
            establish and operate a retail Restaurant identified by the BUFFALO
            WILD WINGS Trademarks or such other marks as we may direct, to be
            located at a location to be determined, in accordance with this
            subparagraph or a location to be designated within 90 days from the
            date of this Agreement (the "Authorized Location"). When a location
            has been designated by you and approved by us, it will become part
            of this subparagraph 2.A as if originally stated. If an Authorized
            Location is not designated by you and approved by us within 90 days
            from the date of this Agreement, we have the right to declare this
            Agreement null and void without the return of any Initial Franchise
            Fee or other amounts paid to us. You accept the license and
            undertake the obligation to operate the Restaurant at the Authorized
            Location using the Trademarks and the System in compliance with the
            terms and conditions of this Agreement.

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            B. Designated Area. You must locate and operate the Restaurant at an
            Authorized Location within the area described in Appendix B (the
            "Designated Area"). We and our affiliates will not locate and
            operate or grant to anyone else a franchise to locate and operate a
            BUFFALO WILD WINGS restaurant within the Designated Area so long as
            this Agreement is in effect, except as provided in subparagraph 2.D.
            You do not have any right to sublicense or subfranchise within or
            outside of the Designated Area and do not have the right to operate
            more than one Restaurant within the Designated Area.

            C. Opening. You agree that the Restaurant will be open and operating
            in accordance with the requirements of subparagraph 5.A within (i)
            270 days from the date of this Agreement if the Restaurant is
            located within an end cap, shopping mall, Special Site or other
            similar location, or (ii) 365 days from the date of this Agreement
            if the Restaurant is a free-standing building, unless in either case
            we authorize in writing an extension of time. Notwithstanding the
            foregoing, if you are entering this Agreement pursuant to an Area
            Development Agreement executed between you and us, you agree to open
            the Restaurant by the date stated in the Area Development Agreement.
            If you fail to have your Restaurant open and in operation according
            to the provisions of this subparagraph 2.C, we will have the right
            to terminate this Agreement without opportunity to cure pursuant to
            subparagraph 13.B.2.

            D. Nonexclusivity; Our Reservation of Rights. The license is limited
            to the right to develop and operate one Restaurant at the Authorized
            Location located in the Designated Area, and does not include (i)
            any right to sell products and Menu Items identified by the
            Trademarks at any location other than the Authorized Location,
            except for authorized catering and delivery services as noted in
            subparagraph 2.E, or through any other channels or methods of
            distribution, including the internet (or any other existing or
            future form of electronic commerce), (ii) any right to sell products
            and Menu Items identified by the Trademarks to any person or entity
            for resale or further distribution, or (iii) any right to exclude,
            control or impose conditions on our development of future
            franchised, company or affiliate owned restaurants at any time or at
            any location. You acknowledge that the consumer service area or
            trade area of another BUFFALO WILD WINGS restaurant may overlap with
            your Designated Area.

            You also acknowledge and agree that we and our affiliates have the
right to operate and franchise others the right to operate restaurants or any
other business within and outside the Designated Area under trademarks other
than the BUFFALO WILD WINGS Trademarks, without compensation to any franchisee,
except that our operation of, or association or affiliation with, restaurants
(through franchising or otherwise) in the Designated Area that compete with
BUFFALO WILD WINGS restaurants in the video entertainment oriented, fast casual
restaurant segment will only occur through some form of merger or acquisition
with an existing restaurant chain (except as otherwise provided for in this
subparagraph). Outside of the Designated Area, we and our affiliates have the
right to grant other franchises or develop and operate company or affiliate
owned BUFFALO WILD WINGS restaurants and offer, sell or distribute any products
or services associated with the System (now or in the future) under the
Trademarks or any other trademarks, service marks or trade names or through any
distribution channel or method, all without compensation to any franchisee.

            We and our affiliates have the right to offer, sell or distribute,
within and outside the Designated Area, any frozen, pre-packaged items or other
products or services associated with the System (now or in the future) or
identified by the Trademarks, or any other trademarks, service marks or trade
names, except for Prohibited Items (as defined below), through any distribution
channels or methods, without compensation to any franchisee. The distribution
channels or methods include, without limitation, grocery stores, club stores,
convenience stores, wholesale, hospitals, clinics, health care facilities,
business or industry locations (e.g. manufacturing site, office building),
military installations, military commissaries or the internet (or any other
existing or future form of electronic commerce). The Prohibited Items are the
following items that we will not sell in the Designated Area through other
distribution channels or methods: any retail food service Menu Items that are

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cooked or prepared to be served to the end user or customer for consumption at
the retail location (unless sold at the limited seating facilities referenced in
subparagraph (i) of the paragraph above). For example, chicken wings cooked and
served to customers at a grocery store or convenience store would be a
Prohibited Item, but the sale of frozen or pre-packaged chicken wings at a
grocery store or convenience store would be a permitted form of distribution in
the Designated Area.

            You acknowledge and agree that certain locations within and outside
the Designated Area are by their nature unique and separate in character from
sites generally developed as BUFFALO WILD WINGS restaurants. As a result, you
agree that the following locations ("Special Sites") are excluded from the
Designated Area and we have the right, subject to our then-current Special Sites
Impact Policy, to develop or franchise such locations: (1) military bases; (2)
public transportation facilities; (3) sports facilities, including race tracks;
(4) student unions or other similar buildings on college or university campuses;
(5) amusement and theme parks; and (6) community and special events.

            In addition, you acknowledge and agree that, subject to your right
of first refusal as set forth below, we and our affiliates have the right to
operate or franchise within and outside the Designated Area one or more
facilities selling, for dine in or take out, all or some of the Menu Items,
using the Trademarks or any other trademarks, service marks or trade names,
without compensation to any franchisee, provided, however, that such facilities
shall not have an interior area larger than 2,400 square feet and shall not have
seating capacity for more than 48 people ("Limited Seating Facilities"). If we
develop a model for a Limited Seating Facility and determine that your
Designated Territory is an appropriate market for such a facility, we will
provide to you a written offer ("Offer") specifying the terms and conditions for
your development of the Limited Seating Facility. You will have 90 days
following your receipt of the Offer to accept the Offer by delivering written
notice to us of your acceptance, provided that you are not in default under this
Agreement or any other Agreement with us or our affiliates. If you do not
provide written notice to us within the time period or if you are in default
under this Agreement or any other agreement with us or our affiliates, you will
lose the right to develop the Limited Seating Facility and we may develop or
franchise others to develop the Limited Seating Facility within your Designated
Area. You acknowledge and agree that if you accept the Offer, we may require you
to submit a full application, pay an initial fee and sign a new form of
franchise agreement.

            E. Catering and Delivery. You may not engage in catering and
            delivery services and activities within or outside of the Designated
            Area, unless we authorize you in writing, as further described in
            subparagraph 6.L. We and our affiliate companies will not engage in
            catering and delivery services and activities in the Designated
            Area; however, we have no obligation to enforce similar covenants
            against any other franchisee.

                      TRADEMARK STANDARDS AND REQUIREMENTS

         3.     You  acknowledge  and agree that the Trademarks are our parent
company's  property and it has licensed the use of the Trademarks to us with the
right to sublicense to others.  You further  acknowledge  that your right to use
the Trademarks is specifically conditioned upon the following:

            A. Trademark Ownership. The Trademarks are our parent company's
            valuable property, and it is the owner of all right, title and
            interest in and to the Trademarks and all past, present or future
            goodwill of the Restaurant and of the business conducted at the
            Authorized Location that is associated with or attributable to the
            Trademarks. Your use of the Trademarks will inure to our parent
            company's benefit. You may not, during or after the term of this
            Agreement, engage in any conduct directly or indirectly that would
            infringe upon, harm or contest our parent company's rights in any of
            the Trademarks or the goodwill associated with the Trademarks,
            including any use of the Trademarks in a derogatory, negative, or
            other inappropriate manner in any media, including but not limited
            to print or electronic media.

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            B. Trademark Use. You may not use, or permit the use of, any
            trademarks, trade names or service marks in connection with the
            Restaurant except those set forth in Appendix A or except as we
            otherwise direct in writing. You may use the Trademarks only in
            connection with such products and services as we specify and only in
            the form and manner we prescribe in writing. You must comply with
            all trademark, trade name and service mark notice marking
            requirements. You may use the Trademarks only in association with
            products and services approved by us and that meet our standards or
            requirements with respect to quality, mode and condition of storage,
            production, preparation and sale, and portion and packaging.

            C. Restaurant Identification. You must use the name BUFFALO WILD
            WINGS GRILL & BAR as the trade name of the Restaurant and you may
            not use any other mark or words to identify the Restaurant without
            our prior written consent. You may not use any of the words BUFFALO,
            WILD or WINGS or any of the other Trademarks as part of the name of
            your corporation, partnership, limited liability company or other
            similar entity. You may use the Trademarks on various materials,
            such as business cards, stationery and checks, provided you (i)
            accurately depict the Trademarks on the materials as we prescribe,
            (ii) include a statement on the materials indicating that the
            business is independently owned and operated by you, (iii) do not
            use the Trademarks in connection with any other trademarks, trade
            names or service marks unless we specifically approve in writing
            prior to such use, and (iv) make available to us, upon our request,
            a copy of any materials depicting the Trademarks. You must post a
            prominent sign in the Restaurant identifying you as a BUFFALO WILD
            WINGS franchisee in a format we deem reasonably acceptable,
            including an acknowledgment that you independently own and operate
            the Restaurant and that the BUFFALO WILD WINGS Trademark is owned by
            our parent company and your use is under a license we have issued to
            you. All your internal and external signs must comply at all times
            with our outdoor/indoor guidelines and practices, as they are
            modified from time to time.

            D. Litigation. In the event any person or entity improperly uses or
            infringes the Trademarks or challenges your use or our use or
            ownership of the Trademarks, we will control all litigation and we
            have the right to determine whether suit will be instituted,
            prosecuted or settled, the terms of settlement and whether any other
            action will be taken. You must promptly notify us of any such use or
            infringement of which you are aware or any challenge or claim
            arising out of your use of any Trademark. You must take reasonable
            steps, without compensation, to assist us with any action we
            undertake. We will be responsible for our fees and expenses with any
            such action, unless the challenge or claim results from your misuse
            of the Trademarks in violation of this Agreement, in which case you
            must reimburse us for our fees and expenses.

            E. Changes. You may not make any changes or substitutions to the
            Trademarks unless we direct in writing. We reserve the right to
            change the Trademarks at any time. Upon receipt of our notice to
            change the Trademarks, you must cease using the former Trademarks
            and commence using the changed Trademarks, at your expense. If the
            changes to the Trademarks require substantial remodeling due to a
            modernization in trade dress, the expenditure will be considered
            toward the Maximum Modernization Amount described in subparagraph
            5.E. If the changes to the Trademarks result in a required change to
            outdoor signage, such changes will be subject to the provisions in
            5.F.

                                TERM AND RENEWAL

         4.     The following provisions control with respect to the term and
renewal of this Agreement:

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            A. Term. The initial term of this Agreement is 20 years, unless this
            Agreement is sooner terminated in accordance with Paragraph 13. The
            initial term commences upon the Effective Date (as defined in
            subparagraph 15.S) of this Agreement. We may extend this initial
            term in writing for a limited period of time not to exceed 6 months
            to take into account the term of any applicable lease for the
            Authorized Location.

            B. Renewal Term and Conditions of Renewal. You may renew your
            license for two renewal terms, (the first renewal term is 10 years;
            the second renewal term is 5 years), provided that with respect to
            each renewal: (i) you have given us written notice of your decision
            to renew at least 6 months but not more than 12 months prior to the
            end of the expiring term; (ii) you sign our then-current form of
            franchise agreement (modified to reflect no additional renewal term
            upon expiration and other modifications to reflect that the
            agreement relates to the grant of a renewal), the terms of which may
            differ from this Agreement, including higher fees and a modification
            to the Designated Area (although in no event will the revised
            Designated Area have a residential population of the lesser of
            approximately 30,000 to 40,000 or the residential population that
            existed as of the Effective Date); (iii) you have complied with the
            provisions of subparagraph 5.E regarding modernization and, in
            addition, 6 months prior to the end of the initial term, you perform
            any further items of modernization and/or replacement of the
            building, premises, trade dress, equipment and grounds as may be
            necessary for your Restaurant to conform to the standards then
            applicable to new BUFFALO WILD WINGS restaurants, regardless of the
            cost of such modernizations and/or replacements, unless we determine
            that you should relocate your Restaurant because your Authorized
            Location no longer meets our then-current site criteria, in which
            case you must comply with the 90 and 240 day relocation requirements
            of subparagraph 5.D; (iv) you are not in default of this Agreement
            or any other agreement pertaining to the franchise granted, have
            satisfied all monetary and material obligations on a timely basis
            during the term and are in good standing; (v) if leasing the
            Restaurant premises (and not subject to relocation under (iii)
            above), you have renewed the lease and have provided written proof
            of your ability to remain in possession of the premises throughout
            the renewal period; (vi) you comply with our then-current training
            requirements; (vii) you pay us, at least 30 days prior to the end of
            the expiring term, a renewal fee in the amount of $20,000; and
            (viii) you and your Principal Owners and guarantors execute a
            general release of claims in a form we prescribe.

            C. Relocation Upon Renewal. If, as a condition of renewal, we
            require you to relocate your Restaurant pursuant to subparagraph
            4.B(iii) above, you may renew your license for two renewal terms
            (the first renewal term for 15 years and the second renewal term for
            5 years), provided that with respect to each renewal, you meet all
            conditions stated in subparagraph 4.B.

                       FACILITY STANDARDS AND MAINTENANCE

         5.     You acknowledge and agree that we have the right to establish,
from time to time,  quality  standards  regarding  the  business  operations  of
BUFFALO WILD WINGS  restaurants and stores to protect the distinction,  goodwill
and uniformity  symbolized by the Trademarks  and the System.  Accordingly,  you
agree to  maintain  and  comply  with our  quality  standards  and  agree to the
following terms and conditions:

            A. Restaurant Facility; Site Under Control. You are responsible for
            purchasing or leasing a site that meets our site selection criteria.
            You must obtain our written consent to the site. Prior to granting
            our consent to a site, you must have the site evaluated by the
            proprietary site evaluator software that has been developed by
            GeoVue, Inc. You must execute the Enrollment Form and Portal Terms
            and Conditions attached as Appendix F and pay GeoVue, Inc. an
            evaluation fee of $400 per site evaluated, but you must pay for the
            rights to have at least 3 sites evaluated and these fees are non
            refundable. If your authorized location is located in an area with a
            lower population or smaller trade area, we may reduce the number of
            required site evaluations. You may not use the Restaurant premises
            or Authorized Location for any purpose other than the operation of a
            BUFFALO WILD WINGS Restaurant during the term of this Agreement. We
            make no guarantees concerning the success of the Restaurant located
            on any site to which we consent.

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            You may not open your Restaurant for business until we have notified
            you in writing that you have satisfied your pre-opening obligations
            as set forth in subparagraphs 5.A and 5.B and we have approved your
            opening date. We are not responsible or liable for any of your
            pre-opening obligations, losses or expenses you might incur for your
            failure to comply with these obligations or your failure to open by
            a particular date. We also are entitled to injunctive relief or
            specific performance under subparagraph 12.C for your failure to
            comply with your obligations.

            In the event that you plan to enter into any type of lease for the
            Restaurant premises, you must provide us a copy of the lease at
            least 10 business days prior to the date you would execute the
            lease; we reserve the right to, in such 10 days period, review and
            approve or reject the lease. We have no responsibility for the
            lease; it is your sole responsibility to evaluate, negotiate and
            enter into the lease for the Restaurant premises. You and your
            landlord are required to sign the Lease Addendum attached as
            Appendix C. We require you submit the Lease Addendum to the landlord
            at the beginning of your lease review and negotiation, although the
            terms of the Lease Addendum may not be negotiated without our prior
            approval. You must provide us a copy of the executed lease and Lease
            Addendum within 5 days of their execution.

            You must execute, and provide us an executed copy of your lease
            (including an executed copy of the Lease Addendum) or the purchase
            agreement for the selected and approved site for your Restaurant
            within 120 days from the date of execution of this Agreement if the
            Restaurant will be in a free standing location or within 90 days
            from the execution of this Agreement if the selected and consented
            to site for the Restaurant is in a non-free standing location. If
            you fail to have your "site under control" (execute the lease or the
            purchase agreement within the periods set forth in this
            subparagraph), we will have the right to terminate this Agreement
            without opportunity to cure pursuant to subparagraph 13.B.2.

            B. Construction; Future Alteration. You must construct and equip the
            Restaurant in strict accordance with our current approved
            specifications and standards pertaining to equipment, inventory,
            signage, fixtures, furnishings, accessory features (including sports
            memorabilia) and design and layout of the building. You may not
            commence construction of the Restaurant until you have received our
            written consent to your building plans. If your Restaurant is not
            constructed strictly according to the previously consented building
            plans, we will not approve your Restaurant for opening. You will
            have 30 days from the date we deny our approval for opening your
            Restaurant to correct all the construction problems so that your
            Restaurant is strictly constructed according to the consented
            building plans. If you fail to correct the problems within the 30
            day period we may immediately terminate this Agreement pursuant to
            subparagraph 13.B.2. If the Restaurant opening is delayed for the
            foregoing reasons, you will be responsible for any losses and costs
            related to such delay.

            Without limiting the generality of the prior paragraph, you must
            promptly after obtaining possession of the site for the Restaurant:
            (i) retain the services of one of our designated architects; and
            (ii) retain the services a general contractors and audio/visual
            equipment providers and installers, each of whom must have
            successfully gone through our application process or otherwise been
            approved by us in writing (although if this Agreement is for your
            first BUFFALO WILD WINGS restaurant or if you or any of your
            affiliates have failed to timely open any other BUFFALO WILD WINGS
            restaurant in accordance with the terms of any franchise agreement
            with us, you must use one of our designated general contractors and
            audio/visual equipment provider and/or installers); (iii) have
            prepared and submitted for our approval a site survey and basic
            architectural plans and specifications (not for construction)
            consistent with our general atmosphere, image, color scheme and
            ambience requirements as set forth from time to time in the manuals

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            for a BUFFALO WILD WINGS restaurant (including requirements for
            dimensions, exterior design, materials, interior design and layout,
            equipment, fixtures, furniture, signs and decorating); (iv) purchase
            or lease and then, in the construction of the Restaurant, use only
            the approved building materials, equipment, fixtures, audio visual
            equipment, furniture and signs; (v) complete the construction and/or
            remodeling, equipment, fixtures, furniture and sign installation and
            decorating of the Restaurant in full and strict compliance with
            plans and specifications we approve and all applicable ordinances,
            building codes and permit requirements without any unauthorized
            alterations; (vi) obtain all customary contractors' sworn statements
            and partial and final waiver obtain all necessary permits, licenses
            and architectural seals and comply with applicable legal
            requirements relating to the building, signs, equipment and
            premises, including, but not limited to, the Americans With
            Disabilities Act; and (vii) obtain and maintain all required zoning
            changes, building, utility, health, sanitation, liquor and sign
            permits and licenses and any other required permits and licenses (if
            this Agreement is for your first BUFFALO WILD WINGS restaurant or if
            in any previous franchise agreement executed between you or any of
            your affiliates and us, you or any of your affiliates have not met
            your obligations regarding the build out of any previous BUFFALO
            WILD WINGS restaurant, you must retain the services of a company
            specialized in assisting restaurant operators during the
            construction process to assist you in submitting, processing,
            monitoring and obtaining in a timely manner all necessary
            construction documents, licenses and permits and to advise you
            throughout the construction of your Restaurant). It is your
            responsibility to comply with the foregoing conditions.

            If this is not your first BUFFALO WILD WINGS restaurant and you have
            opened all others on a timely basis, you may request that we approve
            a general contractor that is not on our current list of approved
            suppliers. You must pay us a $5,000 processing fee to process your
            request to qualify the general contractor. If you want to use an
            audio/visual equipment provider/installer who is not on our list of
            approved suppliers (whether it is for your first or any subsequent
            restaurant), you must pay us $250 for any audio/visual equipment
            provider/installer that you submit for our qualification. You also
            must pay a bid review fee of $150 and a final inspection fee of $500
            for audio/visual related services (in addition to travel expenses of
            the inspector), regardless of whether you use a newly approved or
            previously approved audio/visual provider and installer. Your
            general contractor may not be your audio/visual equipment provider
            and installer. You, your affiliates or your Principal Owners, or any
            person related to, or any entity controlled by your Principal Owners
            may not be your general contractor unless you have requested our
            approval, you have paid the $5,000 qualification processing fee, and
            we have approved your request. If you have signed an Area
            Development Agreement for 8 or more restaurants, you also may
            request approval an architect that is not on our list of approved
            suppliers. The architect will be required to attend a two day
            training session at our Minneapolis headquarters, at a cost of
            $7,500.

            Any change to the building plans or any replacement, reconstruction,
            addition or modification in the building, interior or exterior decor
            or image, equipment or signage of the Restaurant to be made after
            our consent is granted for initial plans, whether at the request of
            you or of us, must be made in accordance with specifications that
            have received our prior written consent. You may not commence such
            replacement, reconstruction, addition or modification until you have
            received our written consent to your revised plans.

            You must begin substantial construction (site work, utility
            infrastructure and building erection) of the Restaurant at least 150
            days before the deadline to open the Restaurant if the Restaurant
            will be in a free standing location or at least 120 days before the
            deadline to open the Restaurant if the Restaurant will be in a
            non-free standing location. You must provide us weekly development
            and construction reports in the form we designate from the date you
            begin development until the date you open the Restaurant. For
            instance, you must contact us weekly and provide checklists and
            digital photos during construction. In addition, on or before the
            deadlines to start construction you must submit to us executed
            copies of any loan documents and any other document that proves that

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            you have secured adequate financing to complete the construction of
            the Restaurant by the date you are obligated to have the Restaurant
            open and in operation. In the event that you fail to begin
            construction or to secure financing pursuant to this paragraph, we
            will have the right to terminate this Agreement without opportunity
            to cure pursuant to subparagraph 13.B.2.

            C. Maintenance. The building, equipment, fixtures, furnishings,
            signage and trade dress (including the interior and exterior
            appearance) employed in the operation of your Restaurant must be
            maintained and refreshed in accordance with our requirements
            established periodically and any of our reasonable schedules
            prepared based upon periodic evaluations of the premises by our
            representatives. Within a period of 30-45 days (as we determine
            depending on the work needed) after the receipt of any particular
            report prepared following such an evaluation, you must effect the
            items of maintenance we designate, including the repair of defective
            items and/or the replacement of irreparable or obsolete items of
            equipment and interior signage. If, however, any condition presents
            a threat to customers or public health or safety, you must effect
            the items of maintenance immediately, as further described in
            subparagraph 6.G. The items of maintenance generally result from
            common wear and tear over a period of time, accidents or lack of
            care. Examples include, but are not limited to, repairing or
            replacing HVAC equipment, plumbing and electrical systems that are
            not functioning properly; repairing a leaking roof; repairing or
            replacing broken operational and audio-visual equipment; refreshing
            general appearance items such as paint (interior and exterior) and
            landscaping; replacing worn carpet, furniture and other furnishings;
            and conducting routine maintenance of areas that affect the
            appearance of the Restaurant and goodwill of the Trademarks such as
            the appearance of the outdoor signage, the parking lot and dumpster
            area. Items of maintenance will not be considered items of
            modernization or replacement under subparagraph 5.E and, therefore,
            any expenses for maintenance will not be counted towards the Maximum
            Modernization Amount that you are required to spend pursuant to
            subparagraph 5.E.

            D. Relocation. If you need to relocate because of condemnation,
            destruction, or expiration or cancellation of your lease for reasons
            other than your breach, we will grant you authority to do so at a
            site acceptable to us that is within your Designated Area; provided
            that (i) the new site has been evaluated by the proprietary site
            evaluator software that has been developed by GeoVue, Inc. (or by
            the proprietary site evaluation system then being used by us) and
            you have paid the $400 evaluation fee, provided, that you must
            purchase the rights to have at least 3 sites evaluated unless we
            determine your trade area does not require 3 evaluations; (ii) we
            have consented in writing to the new site; (iii) the new Restaurant
            is under construction within 90 days after you discontinue operation
            of the Restaurant at the Authorized Location; and (iv) the new
            Restaurant is open and operating within 240 days after construction
            commences, all in accordance with our then-current standards. If you
            voluntarily decide to relocate the Restaurant, your right to
            relocate the Restaurant will be void and your interest in this
            Agreement will be voluntarily abandoned, unless you have given us
            notice of your intent to relocate not less than 60 days prior to
            closing the Restaurant, have procured a site that has been evaluated
            by the proprietary site evaluator software that has been developed
            by GeoVue, Inc. (or by the proprietary site evaluation system then
            being used by us) and accepted by us within 60 days after closing
            the prior Restaurant, have opened the new Restaurant for business
            within 180 days of such closure and complied with any other
            conditions that we reasonably require. You must pay the costs of any
            relocation, and we reserve the right to charge you for any
            reasonable costs that we incur.

            In the event your Restaurant is destroyed or damaged and you repair
            the Restaurant at the Authorized Location (rather than relocate the
            Restaurant), you must repair and reopen the Restaurant at the
            Authorized Location in accordance with our then-current standards
            for the destroyed or damaged area within 240 days of the date of
            occurrence of the destruction or damage.

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            You do not have the right to relocate in the event you lose the
            right to occupy the Restaurant premises because of the cancellation
            of your lease due to your breach. The termination or cancellation of
            your lease due to your breach is grounds for immediate termination
            under subparagraph 13.B.2.

            E. Modernization or Replacement. From time to time as we require,
            you must effect items of modernization and/or replacement of the
            building, premises, trade dress, equipment and grounds as may be
            necessary for your Restaurant to conform to the standards for
            similarly situated new BUFFALO WILD WINGS restaurants. The maximum
            cumulative amount (the "Maximum Modernization Amount") that you will
            be required to spend during the initial term of this Agreement
            depends on whether your Restaurant is a free standing location and
            is established as follows:

                        (i) Free Standing Locations (a single use, single
                        tenant, unattached building or pad site). You will be
                        required to spend no more than $185,000 during the
                        initial 10 years of this Agreement and $50,000 during
                        years 11-15. If we do not require you to spend $185,000
                        during the first 10 years of the Agreement, we may
                        require you to spend the remaining amount, in addition
                        to the $50,000, during years 11-15. If we do not require
                        you to spend $235,000 during the first 15 years of this
                        Agreement, we may require you to spend the remaining
                        amount up to $235,000 during years 16-20.

                        (ii) Non-Free Standing Locations. You will be required
                        to spend no more than $155,000 during the initial 10
                        years of this Agreement and $25,000 during years 11-15.
                        If we do not require you to spend $155,000 during the
                        first 10 years of the Agreement, we may require you to
                        spend the remaining amount, in addition to the $25,000,
                        during years 11-15. If we do not require you to spend
                        $180,000 during the first 15 years of this Agreement, we
                        may require you to spend the remaining amount up to
                        $180,000 during years 16-20.

            Notwithstanding the prior paragraphs, we will not require you to
            make any modernization expenditures during the first three years of
            this Agreement. Thereafter, however, you must complete to our
            satisfaction any changes we require within 24 months from the date
            you are notified of any required changes, except for outdoor signage
            as set forth in subparagraph 5.F.

            Each and every transfer of any interest in this Agreement or your
            business governed by Paragraph 11 or renewal covered by Paragraph 4
            is expressly conditioned upon your compliance with these
            requirements at the time of transfer or renewal without regard to
            the Maximum Modernization Amount.

            The Maximum Modernization Amount will be adjusted every 5-year
            period in accordance with any change in the National Consumer Price
            Index - All Urban Consumers for the recently completed 5-year
            period, as described in subparagraph 16.Q. The Maximum Modernization
            Amount does not include any required expenditures for equipment or
            leasehold improvements necessary to prepare new product offerings.
            Furthermore, you must perform general, continued maintenance and
            refreshing of the Restaurant premises whenever necessary as set
            forth in subparagraph 5.C and at a cost not included in the Maximum
            Modernization Amount.

            You acknowledge and agree that the requirements of this subparagraph
            5.E are both reasonable and necessary to insure continued public
            acceptance and patronage of BUFFALO WILD WINGS restaurants and to
            avoid deterioration or obsolescence in connection with the operation
            of the Restaurant. If you fail to make any improvement as required
            by this subparagraph or perform the maintenance described in
            subparagraph 5.C, we may, in addition to our other rights in this
            Agreement, effect such improvement or maintenance and you must
            reimburse us for the costs we incur.

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            F. Signage. The outdoor signage at your Restaurant must comply with
            our then current specifications, which we may modify and change from
            time to time due to modifications to the System, including changes
            to the Trademarks. You must make such changes to the outdoor signage
            as we require. We will pay for 1/3 of the cost to replace your
            outdoor signage if: (i) your Restaurant's sign is less than 2 years
            old and (ii) we require that you replace the sign within one year
            from the date of notification. In any case, your failure to replace
            the signage within 15 months from the date of notification will
            constitute a default of this Agreement under Paragraph 13. Any
            upgrades to the type or size of your outdoor signage will be at your
            expense. Your costs for the signage will be included in the Maximum
            Modernization Amount under subparagraph 5.E.

               PRODUCTS AND OPERATIONS STANDARDS AND REQUIREMENTS

         6.     You must implement and abide by our requirements and
recommendations directed to enhancing substantial System uniformity. The
following provisions control with respect to products and operations:

            A. Authorized Menu. Your business must be confined to the
            preparation and sale of only such Menu Items and other food and
            beverage products as we designate and approve in writing from time
            to time for sale by your Restaurant. You must offer for sale from
            the Restaurant all items and only those items listed as Menu Items
            and other approved food and beverage products. We have the right to
            make modifications to these items from time to time, and you agree
            to comply with any modifications. You may not offer or sell any
            other product or service at the Authorized Location without our
            prior written consent.

            B. Authorized Products and Ingredients. You must use in the
            operation of the Restaurant and in the preparation of Menu Items and
            other food and beverage products only the proprietary sauces and
            mixes and other proprietary and non-proprietary ingredients,
            recipes, formulas, cooking techniques and processes and supplies,
            and must prepare and serve Menu Items and products in such portions,
            sizes, appearance, taste and packaging, all as we specify in our
            most current product preparation materials or otherwise in writing.
            We will supply to you a copy of the current product preparation
            materials prior to opening the Restaurant. You acknowledge and agree
            that we may change these periodically and that you are obligated to
            conform to the requirements. All supplies, including containers,
            cups, plates, wrapping, eating utensils, and napkins, and all other
            customer service materials of all descriptions and types must meet
            our standards of uniformity and quality. You acknowledge that the
            Restaurant must at all times maintain an inventory of ingredients,
            food and beverage products and other products, material and supplies
            that will permit operation of the Restaurant at maximum capacity.

            C. Approved Supplies and Suppliers. We will furnish to you from time
            to time lists of approved supplies or approved suppliers. You must
            only use approved products, services, inventory, equipment,
            fixtures, furnishings, signs, advertising materials, trademarked
            items and novelties, and other items or services (collectively,
            "approved supplies") in connection with the design, construction and
            operation of the Restaurant as set forth in the approved supplies
            and approved suppliers lists, as we may amend from time to time.
            Although we do not do so for every item, we have the right to
            approve the manufacturer, distributor and/or supplier of approved
            supplies and in some instances, require that you use designated
            sources or suppliers. Along with a number of other approval
            criteria, to be an approved supplier, the supplier must have the
            ability to provide the product and/or service, on a national basis,
            to at least 80% of the then existing Restaurants. You acknowledge
            and agree that certain approved supplies may only be available from
            one source, and we or our affiliates may be that source. All
            inventory, products, materials and other items and supplies used in
            the operation of the Restaurant that are not included in the
            approved supplies or approved suppliers lists must conform to the
            specifications and standards we establish from time to time.
            ALTHOUGH APPROVED OR DESIGNATED BY US, WE AND OUR AFFILIATES MAKE NO
            WARRANTY AND EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES

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            OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WITH
            RESPECT TO SERVICES, PRODUCTS, EQUIPMENT (INCLUDING, WITHOUT
            LIMITATION, ANY REQUIRED COMPUTER SYSTEMS), SUPPLIES, FIXTURES,
            FURNISHINGS OR OTHER APPROVED ITEMS. IN ADDITION, WE DISCLAIM ANY
            LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES RENDERED
            OR PRODUCTS FURNISHED BY ANY SUPPLIER APPROVED OR DESIGNATED BY US.
            OUR APPROVAL OR CONSENT TO ANY SERVICES, GOODS, SUPPLIERS, OR ANY
            OTHER INDIVIDUAL, ENTITY OR ANY ITEM SHALL NOT CREATE ANY LIABILITY
            TO US.

            D. Computer System. You must purchase and use any computer system
            that we develop or select for the Restaurant, including all future
            updates, supplements and modifications (the "Computer System"). Any
            updates, supplements or modifications are not subject to or part of
            the Maximum Modernization Amount defined in subparagraph 5.E. The
            Computer System may include all hardware and software used in the
            operation of the Restaurant, including electronic point-of-sale cash
            registers and back office programs used to record, analyze and
            report sales, labor, inventory and tax information. The computer
            software package developed for use in the Restaurant may include
            proprietary software. You may be required to license the proprietary
            software from us, an affiliate or a third party and you also may be
            required to pay a software licensing or user fee in connection with
            your use of the proprietary software. All right, title and interest
            in the software will remain with the licensor of the software. The
            computer hardware component of the Computer System must conform to
            specifications we develop. We reserve the right to designate a
            single source from whom you must purchase the Computer System. You
            acknowledge and agree that we will have full and complete access to
            information and data entered and produced by the Computer System.
            You must, at all times, have at the Authorized Location internet
            access with a form of high speed connection as we require and you
            must maintain: (i) an email account for our direct correspondence
            with the Control Person; and (ii) a separate email account for the
            Restaurant.

            E. Serving and Promotional Items. All sales promotion material,
            customer goodwill items, cartons, containers, wrappers and paper
            goods, eating and serving utensils and other items, and customer
            convenience items used in the sales promotion, sale and distribution
            of products covered by this Agreement are subject to our approval
            and must, where practicable, contain one or more of the Trademarks.
            We may require you to carry and offer for sale in the Restaurant a
            representative supply of approved trademarked clothing and other
            novelty items, including special promotional items that we develop
            and market from time to time.

            F. Health and Sanitation. Your Restaurant must be operated and
            maintained at all times in compliance with any and all applicable
            health and sanitary standards prescribed by governmental authority.
            You also must comply with any standards that we prescribe. In
            addition to complying with such standards, if the Restaurant is
            subject to any sanitary or health inspection by any governmental
            authorities under which it may be rated in one or more than one
            classification, it must be maintained and operated so as to be rated
            in the highest available health and sanitary classification with
            respect to each governmental agency inspecting the same. In the
            event you fail to be rated in the highest classification or receive
            any notice that you are not in compliance with all applicable health
            and sanitary standards, you must immediately notify us of such
            failure or noncompliance.

            G. Evaluations. We or our authorized representative have the right
            to enter your Restaurant at all reasonable times during the business
            day for the purpose of making periodic evaluations and to ascertain
            if the provisions of this Agreement are being observed by you, to
            inspect and evaluate your building, land and equipment, and to test,
            sample, inspect and evaluate your supplies, ingredients and
            products, as well as the storage, preparation and formulation and
            the conditions of sanitation and cleanliness in the storage,
            production, handling and serving. If we determine that any condition
            in the Restaurant presents a threat to customers or public health or

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            safety, we may take whatever measures we deem necessary, including
            requiring you to immediately close the Restaurant until the
            situation is remedied to our satisfaction. Our inspections and
            evaluations may include a "mystery shopper" program from time to
            time throughout the term of this Agreement. We hire various vendors
            who send the "mystery shoppers" into the BUFFALO WILD WINGS
            restaurants. You will be obligated to pay for 3 "mystery shopper"
            visits during the first 3 months after you open your Restaurant. In
            addition, any time you fail an evaluation, by us or by a mystery
            shopper, you must pay the next three mystery shoppers we send to
            your Restaurant.