FRANCHISE AGREEMENT

This Franchise Agreement is entered into as of the ____ day of ______________, _______, by and between TGI Friday’s Inc., a New York corporation (“Friday’s”), with its principal place of business located at 4201 Marsh Lane, Carrollton, Texas, 75007, and Main St. California, Inc., an Arizona corporation (“Franchisee”), with its principal place of business located at 5050 North 40^th Street, Suite 200, Phoenix, Arizona 85018, and its Principals (as defined herein below).

WHEREAS, Friday’s has developed and owns the System;

WHEREAS, Friday’s intends to identify the System with the Proprietary Marks;

WHEREAS, Friday’s continues to develop, use and control the use of the Proprietary Marks to identify the source of services and products marketed under the System and to represent the System’s high standards;

WHEREAS, Friday’s and Franchisee (or Developer, as defined therein) have entered into the Development Agreement; and

WHEREAS, Franchisee wishes to obtain certain rights to use the System in connection with the operation of the Restaurant and to receive training and other assistance provided by Friday’s in connection therewith as described herein.

NOW, THEREFORE, the parties, in consideration of the undertakings and commitments set forth herein, agree as follows:

As used in this Agreement the following words and phrases shall have the meanings attributed to them in this Section:

Action - any cause of action, suit, proceeding, claim, demand, investigation or inquiry (whether a formal proceeding or otherwise) asserted or instituted by a third party with respect to which the indemnity described in Section 18 applies.

Affiliate - Carlson Restaurants Worldwide Inc., or any subsidiary thereof or any subsidiary of TGI Friday’s Inc.

Agreement - this Franchise Agreement.

Business Days - each calendar day except Saturday, Sunday and national legal holidays.

Commencement Date - the first to occur of the date the Restaurant opens for business to the public or the date Franchisee is required to open the Restaurant for business pursuant to the terms hereof.

Commencement Date Agreement - an agreement memorializing the Commencement Date in the form of Exhibit A hereto.

Competing Business - a restaurant business offering the same or similar products and services as offered by restaurants in the System or restaurants in any other concept or system owned, operated, managed or franchised by Friday’s or any Affiliate, including, without limitation, waiter/waitress service, sit-down dining and bar services.

Confidential Information - the System, the Development Manual, the Manuals, other manuals, the Standards, written directives and all drawings, equipment, recipes, computer and point of sale programs (and output from such programs), and any other information, know-how, techniques, material and data imparted or made available by Friday’s which is (i) designated as confidential; (ii) known by Franchisee to be considered confidential by Friday’s; or (iii) by its nature inherently or reasonably considered confidential.

Control of the Real Estate - a fully executed deed, lease, sublease or other occupancy agreement, in form and substance satisfactory to Friday’s, evidencing the control by Franchisee of the property upon which the Restaurant is situated.

Design Concept Drawings - Franchisee’s site plans showing parking layout, landscaping and Site signage, floor plan with seating layout and food service layout with legend, exterior elevations with signage, transverse and longitudinal building cross sections, typical wall sections, interior elevations of all walls in the front of the Restaurant, and a reflected ceiling plan showing the location of all front-of-the-Restaurant lighting, ceiling stained glass and ceiling fans.

Developer - as defined in the Development Agreement.

Development Agreement - that certain agreement dated ____________________, _____, between Friday’s and Franchisee (or Developer, as therein defined) relating to the development of T.G.I. Friday’s^® Restaurants.

Development Manual - Friday’s manual, as amended from time to time by Friday’s, describing (generally) the procedures and parameters for the development of T.G.I. Friday’s^® Restaurants.

Entertainment Park - includes, but is not limited to any amusement park, theme park, or any other entertainment venue which has a national presence of at least two (2) or more such parks in existence, and which has averaged at least 1.5 million persons in annual attendance for the preceding three (3) calendar years at any one (1) park location.

Event of Default - as defined in Sections 16.01 and 16.02.

Franchise Fee - a non-refundable initial franchise fee of Fifty Thousand Dollars ($50,000.00) paid by Franchisee to Friday’s upon the execution of this Agreement, which amount shall be deemed fully earned by Friday’s upon payment.

Franchisee - Main St. California, Inc., an Arizona corporation.

Franchisee Indemnitees - Franchisee, the Principals, and their respective directors, officers, employees, agents, shareholders, affiliates, successors and assigns and the respective directors, officers, employees, agents, shareholders, affiliates, successors and assigns of each.

Friday’s - TGI Friday’s Inc., a New York corporation.

Friday’s Indemnitees - Friday’s, its directors, officers, employees, agents, shareholders, affiliates, successors and assigns and the respective directors, officers, employees, agents, shareholders and affiliates of each.

Furnishings - all of the decorative memorabilia, furnishings, signs, equipment, advertising materials, inventory, trade dress, menus, items bearing any of the Proprietary Marks and other tangible assets used in connection with Restaurant operation.

Gross Sales - A                    For the purposes of this Agreement, “Gross Sales” shall mean:

(1)     the entire amount of the actual sales price, whether for cash or other consideration, of all sales of food, beverages, merchandise and services in, on, or from the Restaurant, including receipts from mail, facsimile or telephone orders received or filled from the Restaurant and telephone and vending machine receipts;

(2)     all deposits not refunded to purchasers;

(3)     orders taken, although such orders may be filled elsewhere;

(4)     payments to Franchisee by any concessionaire, franchisee or person otherwise in the Restaurant with Friday’s consent; and

(5)     promotional allowances to customers whether negative or positive in an amount equal to Franchisee’s retail price for food and/or beverages prepared and served by Franchisee to the extent of the discount (in whole or in part) provided to the customers, but only to the extent that said amount for promotional allowances exceeds two and one-half percent (2 ½%), or such higher percentage as permitted by Friday’s, of Gross Sales as calculated without inclusion of said amount. Such promotional allowances shall include the retail price of food and beverages covered by appetizer and dinner cards and the customer comp cards to which Friday’s gives consent. Promotional allowances provided in exchange for goods or services shall be includable in Gross Sales without benefit of the two and one-half percent (2 ½%) discount, or such higher percentage as permitted by Friday’s, (funds expended by Franchisee to comply with its local advertising requirement pursuant to Section 10.01.A shall not be included as promotional allowances under this section).

B.            Gross Sales shall not include:

(1)     the amount of returns to shippers or manufacturers;

(2)     the amount of any cash or credit refunds made upon any sale where the food, beverages, merchandise or service sold or some part thereof is thereafter returned by the customer and accepted by Franchisee;

(3)     receipts from sales of furniture, trade fixtures or other extraordinary sales (unless bearing any Proprietary Mark) not made in the ordinary course of business;

(4)     any sales or value added tax required by any duly constituted taxing authority to be separately accounted for and collected on its behalf by Franchisee directly from Franchisee’s customers and paid by Franchisee to the taxing authority; and

(5)     meals served to an employee at no cost while the employee is on duty, or the discounted portion of meals served to an employee.

C.     Each charge or sale upon installment or credit shall be treated as a sale for the full price in the month during which such charge or sale shall be made, irrespective of whether, or of the time when, Franchisee shall receive payment (whether full or partial) thereof.

Headquarters - the location(s) designated from time to time by Friday’s as its principal place of business.

Indemnitees - Friday’s Indemnitees and/or Franchisee Indemnitees.

Internet - any means of electronic communication that employs inter-connected computer networks to communicate information (of any kind) by fiber optics, wire, radio or other methods of transmission, including the myriad of computers, telecommunications facilities and similar means (both equipment and software) that comprise the interconnected worldwide network of networks that employ the TCP/IP (Transmission Control Protocol/Internet Protocol) or any predecessor or successor protocols to that protocol.

Intranet - a private method of communication for use only by employees and franchisees of Friday’s; the Friday’s Intranet may be either a “true” intranet (a series of inter-connected computers that use the same type of software as the Internet, but that are not technically part of the Internet and do not use the Internet to transmit material to one another) or an extranet (which will actually transmit information over the Internet, but require a password to access data on the servers used by Friday’s).

Losses and Expenses - compensatory, exemplary or punitive damages, fines, charges, costs, expenses, lost profits, reasonable fees of attorneys and other engaged professionals, court costs, settlement amounts, judgments, costs of or resulting from delays, financing, costs of advertising material and media time/space, and costs of changing, substituting or replacing the same, and any and all expenses of recall, refunds, compensation, public notices and other such amounts incurred in connection with the matters described in Section 18.

Manuals - Friday’s confidential operating manuals, as amended from time to time by Friday’s, which contain the Standards (as defined below) for the operation or marketing of the Restaurant including (i) those relating to the selection, purchase, service and sale of all products being sold and any services to be offered at the Restaurant or through Friday’s Web site; (ii) those relating to the maintenance and repair of the Restaurant, buildings, grounds, equipment, signs, interior and exterior decor items, fixtures and furnishings; (iii) those relating to employee apparel and dress, accounting, bookkeeping, record retention, computer and other business systems, procedures and operations; and (iv) those relating to any advertising or marketing of the T.G.I. Friday’s Restaurants in any media, including print, broadcasting or electronic communications, such as the Internet. The Manuals may also address other issues mentioned in this Agreement or relating to the relationship between Friday’s and Franchisee, such as rules and regulations for participation in the Friday’s Internet Web site including reservation service or other e-commerce activities (including sales of memorabilia) through Friday’s Internet Web site.

Material Event of Default - an Event of Default which constitutes a substantial deviation from the performance required.

Multi-Unit Manager(s) - the individual(s) designated as described in Section 4.05 who shall be solely dedicated to the management and supervision of the Restaurant and certain other restaurants developed pursuant to the Development Agreement.

NSO Team - a “new store opening team” consisting of Friday’s employees and certain of Franchisee’s employees to whom Friday’s has consented which shall perform the functions described in Section 4.09.

Occupancy Contract - the agreement (including, without limitation, any lease, deed, contract for sale, contract for deed, land contract, management contract, license or other agreement purporting to grant any right, title or interest in or to the Site) pursuant to which Franchisee shall occupy or acquire rights in the Site.

Operator - an individual designated as described in Section 4.02 who shall devote his full time and best efforts to the management and supervision of (i) Franchisee’s duties and obligations hereunder and (ii) the operation of (a) the Restaurant and (b) all T.G.I. Friday’s^® Restaurants developed pursuant to rights granted by Friday’s.

Other Concepts - Retail, wholesale, restaurant, bar, tavern, take-out or any other type of business involving the production, distribution or sale of food products, beverages, services, merchandise or other items in connection with the use of one, some or all of the Proprietary Marks or other names or marks, but utilizing a system other than the System pursuant to which a T.G.I. Friday’s^® Restaurant is operated.

Owner - the party (if other than the Franchisee) owning or controlling the Site and being a party (with Franchisee) to the Occupancy Contract.

Payments - all transfers of funds from Franchisee to Friday’s including, without limitation, the Franchise Fee, the Royalty Fee and reimbursement of expenses.

Permanent Disability - any physical, emotional or mental injury, illness or incapacity which would prevent the afflicted person from performing his obligations hereunder for more than ninety (90) consecutive days as determined by a licensed physician selected by Friday’s.

Preliminary Site Consent - written communication from Friday’s to Developer notifying Developer that a proposed site has received the consent of the Friday’s Site Review Committee.

Principal(s) - Main Street Restaurant Group, Inc., who is (and such other persons or entities to which Friday’s gives consent and which are from time to time) the record and beneficial owner of, and has the right to vote its respective interest (collectively 100%) in the Securities of Franchisee or the securities or partnership interest of any person or entity designated by Friday’s which owns or controls a direct or indirect interest in the Securities of the Franchisee.

Project Manager - an individual designated as described in Section 4.04 who shall devote his full-time and best efforts to the coordination and completion of Restaurant construction.

Proprietary Marks - certain trademarks, trade names, service marks, trade dress, emblems and indicia of origin designated by Friday’s from time to time for use in connection with the operation of T.G.I. Friday’s^® Restaurants pursuant to the System, including, without limitation, “T.G.I. Friday’s^®”, “Friday’s^®” and “The American Bistro^®”.

Publicly-Held Entity - a corporation or other entity whose equity securities are (i) registered pursuant to applicable law; (ii) widely held by the public; and (iii) traded on a public securities exchange or over the counter pursuant to applicable law.

Renewal Election Date - the date on which Franchisee notifies Friday’s in writing of its election to renew this Agreement.

Renewal Franchise Agreement - the franchise agreement as defined in Section 17.09.

Renewal Term - twenty years from the expiration of the Term of this Agreement.

Representative - an individual, designated as described in Section 4.01 who (i) owns an equity interest in the Franchisee and (ii) is authorized to act on behalf of, and bind, Franchisee with respect to this Agreement.

Restaurant - the T.G.I. Friday’s^® Restaurant to be developed and operated pursuant to this Agreement.

Restaurant Manager(s) - general manager, assistant general manager, kitchen manager and other managers required for the management, operation, supervision and promotion of the Restaurant pursuant to the terms hereof.

Restricted Area - the geographical area described in Exhibit C; provided, however, the Restricted Area (a) shall in no event exceed a three (3) mile radius surrounding the Site, (b) not include any airport properties, professional sports stadiums, military bases, Entertainment Parks or casinos located within the geographical area described in Exhibit C, and (c) not include the area contained within a three (3) mile radius of any other T.G.I. Friday’s^® Restaurant located within such Restricted Area as of the date of this Agreement.

Royalty Fee - a continuing monthly fee in the amount of four percent (4%) of Gross Sales at the Restaurant in each accounting month payable by Franchisee to Friday’s.

Security - the capital stock of, partner’s interest in, or other equity or voting interest in Franchisee, including such interests issued or created subsequent to the date hereof.

Site - the location of the Restaurant, being __________________________________.

Standards - Friday’s standards, instructions, requirements, methods, specifications and procedures for the operation and marketing of the Restaurant, as amended from time to time by Friday’s, contained in, and being a part of, the Confidential Information pursuant to which Franchisee shall develop and operate the Restaurant at the Site.

System - a unique, proprietary system developed and owned by Friday’s (which may be modified or further developed from time to time by Friday’s) for the establishment and operation of full-service restaurants and bars/restaurants under the Proprietary Marks, which includes, without limitation, a distinctive image consisting of exterior and interior design, decor, color scheme and furnishings; special recipes, menu items and full service bar; uniform standards, products, services and specifications; procedures with respect to operations, inventory and management control (including accounting procedures and policies); training and assistance; and advertising and promotional programs.

Term - a period commencing as of the date hereof and continuing until the twentieth (20th) anniversary of the Commencement Date.

Territorial Expenses - such costs and expenses incurred by or assessed with respect to Friday’s (or other described party’s) employees, agents and/or representatives in connection with activities in the Territory which Franchisee is obligated to pay pursuant to this Agreement, including, without limitation, hotel/lodging, transportation and meals, and other related or incidental expenses.

TGIFM - TGI Friday’s of Minnesota, Inc., a Minnesota corporation and a subsidiary of Friday’s.

T.G.I. Friday’s^® Restaurants - restaurants operated in accordance with the System under the registered service marks “Friday’s^®” or “T.G.I. Friday’s^®”.

Training Center - the location(s) specified from time to time by Friday’s as the training center.

Transfer - the sale, assignment, conveyance, license, devise, bequest, pledge, mortgage or other encumbrance, whether direct or indirect, of (i) this Agreement or the Development Agreement; (ii) any or all rights or obligations of Franchisee herein; or (iii) any interest in any Security, including the issuance of any new Securities.

Transferee Owner(s) - the owner of any and all record or beneficial interest in the capital stock of, partner’s interest in, or other equity or voting interest in any transferee of a Transfer occurring pursuant to the terms of Section 14.

Wage Expenses - such wages and/or salaries (including a reasonable allocation of the cost of benefits) of, or with respect to, Friday’s (or other described party’s) employees, agents and or representatives to be reimbursed to Friday’s or such party as described herein.

2.01    A.     Friday’s grants to Franchisee the right, and Franchisee accepts the obligation, subject to the terms and conditions herein, to develop and operate the Restaurant pursuant to the System at the Site and to use solely in connection therewith the Proprietary Marks. During the Term and for so long as no Event of Default has occurred and is continuing and no event has occurred which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, Friday’s will not develop or operate, nor authorize any other person to develop or operate, a T.G.I. Friday’s^® Restaurant within the Restricted Area.

B.     Subject to any rights which may exist pursuant to the Development Agreement, Friday’s expressly reserves the right, and Franchisee acknowledges that Friday’s has the exclusive unrestricted right to engage, directly and indirectly, through its employees, developers, franchisees, licenses, agents and others, in the development and operation of T.G.I. Friday’s Restaurants outside the Restricted Area.

C.     Nothing contained in this Section 2 shall in any way limit or restrict the rights reserved by Friday’s in Section 9.02(F).

2.02        Friday’s expressly reserves the right, and Franchisee acknowledges that Friday’s has the exclusive unrestricted right, to engage, directly and indirectly, through its employees, developers, franchisees, licensees, agents and others within and outside the Restricted Area, in Other Concepts, including a Front Row^® Sports Grill. Such Other Concepts may compete with Franchisee directly or indirectly. Friday’s reserves the right to use the Proprietary Marks in connection with Other Concepts.

2.03         Unless sooner terminated as provided herein, this Agreement shall be effective on the date hereof, and continue until the expiration of the Term. Within thirty (30) days after the Commencement Date, the parties shall execute the Commencement Date Agreement.

3.01        A.    Upon execution of this Agreement, Franchisee shall pay to Friday’s the Franchise Fee. A credit shall be applied to the Franchise Fee in an amount equal to the portion of the Development Fee (as defined in the Development Agreement) applicable to the Restaurant which was paid by the Developer pursuant to the Development Agreement.

B.     Franchisee shall pay the Royalty Fee on or before the fifteenth (15th) day of each month with respect to Gross Sales at the Restaurant in the preceding accounting month.

3.02        A.     All Payments shall be submitted to Friday’s at the address provided in Section 19 hereof, in care of the “Treasurer”, or such other address as Friday’s shall designate in writing.

B.    Payments shall be received by Friday’s (i) upon execution hereof in the case of the Franchise Fee; (ii) as described in Section 3.01.B in the case of the Royalty Fee; and (iii) not more than thirty (30) days after date of invoice for all other Payments. Delinquent Payments shall bear interest from the due date until received by Friday’s at eighteen percent (18%) per annum or the maximum rate permitted by law, whichever is less.

3.03        Any taxes or duties imposed upon or with respect to this Agreement or any materials, supplies or specifications acquired by or provided to Franchisee pursuant to or in connection with this Agreement shall be paid by Franchisee. Franchisee shall pay to Friday’s an amount equal to any sales tax, gross receipts tax, excise tax or any license or tax similar thereto which is imposed, directly or indirectly, on Friday’s with respect to any Payments to Friday’s required under this Agreement. The preceding sentence shall not apply to any franchise tax or income, or excess profits tax (or any tax in lieu thereof) imposed on Friday’s with respect to the aforesaid payments.

3.04         Franchisee shall not withhold or off-set any portion of any Payment due to Friday’s alleged non-performance under this Agreement or any other agreement by and between Friday’s and Franchisee or their respective parent corporations, subsidiaries or affiliates.

4.01         Franchisee hereby designates Bill Shrader as the Representative. Any replacement Representative shall be designated within ten (10) days of the prior Representative’s resignation or termination. Each Representative shall attend and successfully complete at the Training Center, Friday’s “Owner’s Orientation Program” (currently, approximately four (4) weeks). The Representative hereunder and under the Development Agreement shall be the same individual.

4.02         Franchisee hereby designates Stuart Gee as the Operator. Any replacement Operator shall be designated within ten (10) days of the prior Operator’s resignation or termination. Each Operator shall attend and successfully complete at the Training Center, within six (6) months of appointment, Friday’s training program required for Restaurant Managers (see Section 4.03). The Operator hereunder and under the Development Agreement shall be the same individual.

4.03         The requisite number of Restaurant Managers, as determined by Friday’s, shall be employed by Franchisee for the Restaurant. All Restaurant Managers shall attend and successfully complete at the Training Center, Friday’s training program for Restaurant Managers of T.G.I. Friday’s^® Restaurants (currently, one (1) week). Additionally, the Restaurant Managers shall attend and successfully complete additional training (currently, approximately fourteen (14) weeks) at such then existing T.G.I. Friday’s^® Restaurants as shall be designated by Friday’s. Any previously trained Restaurant Manager who is not a general manager, but has been selected to become a general manager, shall attend and successfully complete such additional training as Friday’s may require. Friday’s may require general and kitchen managers, at Franchisee’s expense, to attend and successfully complete additional training at the Training Center.

4.04        Not less than sixty (60) days prior to the commencement of Restaurant construction, Franchisee shall designate the Project Manager. Any replacement Project Manager shall be designated within ten (10) days of the prior Project Manager’s resignation or termination.

4.05         In the event this Agreement is for the third T.G.I. Friday’s^® Restaurant to be developed under the Development Agreement, Franchisee shall designate a Multi-Unit Manager. Additional Multi-Unit Managers shall be designated from time to time as reasonably required by Friday’s. Prior to assuming his duties, each Multi-Unit Manager shall have successfully completed training as a Restaurant Manager and shall attend at the Training Center, and successfully complete, Friday’s training program for Multi-Unit Managers (currently, two (2) days at the Training Center and approximately four (4) weeks at such then existing T.G.I. Friday’s^® Restaurants as shall be designated by Friday’s).

4.06         Friday’s shall have the right to interview and consent to each Operator, each Multi-Unit Manager, each Project Manager and all Restaurant Managers. Friday’s shall endeavor to conduct such interviews at the Restaurant, but may require that such interviews occur at Headquarters. Franchisee shall bear all costs and expenses related to making the Restaurant Managers available for such interviews.

4.07        Friday’s shall provide instructors, facilities and materials for training at the Training Center, and shall provide, at its option, other training programs (at non-Training Center locations) as may be designated by Friday’s from time to time in the Manuals or otherwise in writing. Franchisee shall reimburse Friday’s for any Territorial Expenses or other direct expenses incurred by Friday’s for such other training programs.

4.08        Except as provided herein, Franchisee shall bear all costs and expenses relating to any Representative, Operator, Multi-Unit Manager, Project Manager and Restaurant Manager training.

4.09        The NSO Team shall assist in (i) training Franchisee’s employees at the Site and (ii) the opening of the Restaurant. The NSO Team typically consists of a combined total of approximately twelve (12) employees of Friday’s and Franchisee (the actual number of members shall be determined by Friday’s, depending upon the number of T.G.I. Friday’s^® Restaurants already being operated by Franchisee and such other criteria as Friday’s deems reasonable). The members of the NSO Team shall be subject to Friday’s consent. The number of Friday’s employees selected to serve on the NSO Team for the Restaurant is determined according to the following schedule, provided however, Friday’s may elect to modify this schedule in the event the total number of people on the NSO Team is greater or less than twelve (12):

In the event Friday’s determines that more than 12 NSO team members are necessary for an opening, Developers with five or more restaurants open (inclusive of the new restaurant) shall be responsible for the costs associated with the team members in excess of 12. For Developers with less than five restaurants open, Friday’s will bear the costs of the additional team members.

If Franchisee fails or is unable to timely provide such employees, Friday’s may, but shall not be obligated to, staff the NSO Team with Friday’s employees. Friday’s and Franchisee shall each be responsible for (a) making all travel, food and lodging arrangements and (b) the wages and other expenses of the NSO Team members provided by each; provided, however, that Franchisee shall reimburse Friday’s for the Territorial Expenses and the Wage Expenses of Friday’s employees who are provided as a result of Franchisee’s failure or inability to provide Franchisee’s employees for participation on the NSO Team.

4.10       Franchisee shall comply with such employee training and testing procedures and requirements reasonably prescribed in the Manuals or otherwise in writing.

4.11       Friday’s may create an audio and/or video recording of any training programs at Friday’s expense.

5.01        Franchisee shall not relocate the Restaurant from the Site without Friday’s consent.

5.02        Friday’s shall have the right to review and consent to the Occupancy Contract prior to the execution thereof. Franchisee represents that the Occupancy Contract as consented to by Friday’s shall be executed by all necessary parties within ten (10) days following Friday’s consent thereto. Franchisee shall furnish Friday’s a complete copy of the fully executed Occupancy Contract within ten (10) days after execution. Unless it conveys to Franchisee fee simple title to the Site, the Occupancy Contract shall include the following covenants in a form substantially set forth below (Upon request, Friday’s shall provide to Franchisee sample lease provisons.):

A.     Owner shall deliver to Friday’s, simultaneously with delivery to Franchisee, any notice alleging Franchisee’s default under the Occupancy Contract which threatens or purports to terminate the Occupancy Contract or result in a foreclosure thereof;

B.     Friday’s may enter the Restaurant premises to protect the Proprietary Marks or the System or to cure any Event of Default or default under the Occupancy Contract;

C.     Franchisee may assign the Occupancy Contract to Friday’s without any fee or modification thereof and Friday’s may assign the Occupancy Contract or license or sublease the Restaurant premises for any part of the remaining term of the Occupancy Contract, each without Owner’s consent; and

D.     Owner and Franchisee shall not amend the Occupancy Contract in any way which is inconsistent with the provisions of Sections 5.02.A through D, inclusive.

5.03        Notwithstanding the terms of Section 5.02, Franchisee shall:

A.     deliver to Friday’s, immediately after delivery to or by Franchisee, any notice of default under the Occupancy Contract which threatens or purports to terminate the Occupancy Contract or result in a foreclosure thereof;

B.     permit Friday’s to enter the Restaurant premises to protect the Proprietary Marks or the System or to cure any Event of Default or default under the Occupancy Contract, all at Franchisee’s expense; and

C.     not amend the Occupancy Contract in any way which is inconsistent with the provisions described in Sections 5.02.A through D, inclusive.

6.01        Franchisee shall ensure that (i) materials satisfying the Standards are utilized in construction and (ii) such materials are purchased from suppliers as described in Sections 6.07 and 6.08.

6.02        Franchisee shall (a) employ a qualified architect and licensed general contractor to whom Friday’s shall have the right to consent, and (b) provide copies to Friday’s, upon request, of architectural or construction contracts applicable to the Restaurant. Upon request by Franchisee, Friday’s will make available to Franchisee, at Franchisee’s expense, (i) architectural consultation and advice; (ii) preparation of Design Concept Drawings; and (iii) consultation and advice on the purchase, display and installation of typical decorative memorabilia.

6.03        Franchisee shall (i) submit Design Concept Drawings, incorporating proposed adaptations to the local market for Friday’s consent; (ii) modify the Design Concept Drawings as reasonably required by Friday’s; and (iii) submit the modified Design Concept Drawings to Friday’s for final consent. Following Friday’s consent to the Design Concept Drawings, Franchisee shall, pursuant to the Manuals, (a) submit for Friday’s review, construction plans and specifications based upon the standard construction plans provided to Franchisee, adapted by Franchisee to the Design Concept Drawings for the Restaurant to which Friday’s has consented; (b) modify such plans and specifications as reasonably required by Friday’s; (c) submit such modified plans and specifications to Friday’s for final consent; and (d) construct the Restaurant pursuant to the plans and specifications to which Friday’s has consented. Design Concept Drawings and construction plans and specifications to which Friday’s has consented shall not be modified without Friday’s consent. Prior to the commencement of construction, Franchisee shall deliver a construction schedule and thereafter shall deliver monthly revisions thereof indicating construction progress.

6.04        As a condition to Friday’s approval of the final drawings, plans, and specifications, Franchisee shall del