FRANCHISE AGREEMENT

Franchise Agreement

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ITEC ATTRACTIONS INC | STOCKADE FRANCHISING, LP | BRANSON RESTAURANTS, INC.

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Title: FRANCHISE AGREEMENT
Governing Law: Kansas Date: 10/7/2005
Industry: Motion Pictures Sector: Services

FRANCHISE AGREEMENT
, Parties: itec attractions inc , stockade franchising lp , branson restaurants inc.

Exhibit 10.22

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MONTANA

MIKE'S

STEAKHOUSE

EXHIBIT F

STOCKADE FRANCHISING, LP

FRANCHISE AGREEMENT

BRANSON RESTAURANTS, INC.

Franchisee

Date of Agreement: July 21, 2005

Date of Restaurant Opening: Sept. 2005

<PAGE>

TABLE OF CONTENTS

Section Page

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1. GRANT OF FRANCHISE 2

2. DEVELOPMENT AND OPENING OF THE RESTAURANT 3

3. TRAINING AND GUIDANCE 5

4. PROPRIETARY MARKS 7

5. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION 9

6. FEES 10

7. CONFIDENTIAL INFORMATION 12

8. RESTAURANT IMAGE AND OPERATING STANDARDS 14

9. MARKETING 20

10. ACCOUNTING, REPORTS, AND FINANCIAL STATEMENTS 23

11. ANNUAL REVIEWS, INSPECTIONS, AND AUDITS 24

12. TRANSFER 25

13. RENEWAL OF FRANCHISE 28

14. TERMINATION OF AGREEMENT BY FRANCHISEE OR CESSATION OF

RESTAURANT OPERATION 29

15. TERMINATION OF THE FRANCHISE 31

16. RIGHTS AND OBLIGATIONS OF FRANCHISOR AND FRANCHISEE UPON

TERMINATION OR EXPIRATION OF THE FRANCHISE 34

17. TEMPORARY DE-IDENTIFICATION OF THE RESTAURANT 37

18. CASUALTY LOSS OR CONDEMNATION 37

19. ENFORCEMENT 38

20. NOTICES AND PAYMENTS 41

21. ARBITRATION AND DISPUTE RESOLUTION 42

22. ACKNOWLEDGMENTS 44

Attachments:

Attachment 1 Guaranty and Assumption of Obligations...........Attachment 1-1

Attachment 2 Collateral Assignment of Telephone Numbers,

Telephone Listings, and Internet Addresses.......Attachment 2-1

Attachment 3 Franchisee Questionnaire.........................Attachment 3-1

Attachment 4 State Specific Addenda...........................Attachment 4-1

<PAGE>

STOCKADE FRANCHISING, LP

FRANCHISE AGREEMENT

This Franchise Agreement is made on this 21st day July, 2005, between

Stockade Franchising, LP, a Nevada limited partnership "Franchisor"), and

Branson Restaurants, Inc. ("Franchisee").

WITNESSETH:

WHEREAS, Franchisor owns certain confidential information relating to,

and has designed, instituted, developed and promoted a unique restaurant concept

for which substantial goodwill has been created. Such restaurants consist of

family steak houses and are operated under the trade name "MONTANA MIKE'S

STEAKHOUSE(R)," utilize distinctive recipes, ingredients, and methods of

preparing and serving foods, and are operated with uniform formats, systems,

menus, methods, specifications, standards, and procedures ("System"), all of

which may be improved, further developed, or otherwise modified by Franchisor

from time-to-time. Franchisor uses, promotes, and licenses the proprietary

service mark "MONTANA MIKE'S STEAKHOUSE(R)" (and associated designs) and other

trademarks, service marks, logos, and commercial symbols in connection therewith

("Proprietary Marks"); and

WHEREAS, Franchisor grants to persons who meet Franchisor's

qualifications and are willing to undertake the requisite investment and effort

to establish and develop "MONTANA MIKE'S STEAKHOUSE(R)" restaurants ("Franchised

Restaurants"), franchises to operate Franchised Restaurants offering the food

items authorized and approved by Franchisor and utilizing the System and the

Proprietary Marks; and

WHEREAS, Franchisee acknowledges that he has read this Agreement and

Franchisor's Uniform Franchise Offering Circular and that Franchisee understands

and accepts the terms, conditions and covenants contained in this Agreement as

being reasonably necessary to maintain Franchisor's high standards of quality

and service and the uniformity of those standards at all Franchised Restaurants

in order to protect and preserve the goodwill of the Proprietary Marks; and

WHEREAS, Franchisee acknowledges that other license or franchise

agreements have been or may be granted by Franchisor at different times and in

different situations and further acknowledges that the terms and conditions of

such agreements may vary from those contained in this Agreement; and

WHEREAS, Franchisee acknowledges that he has conducted an independent

investigation of the business venture contemplated by this Agreement and

recognizes that, like any other business, it involves business risks and that

the success of the venture is largely dependent upon the business abilities of

Franchisee; and

WHEREAS, Franchisor expressly disclaims the making of, and Franchisee

acknowledges that it has not received or relied upon, any guaranty, express or

implied, as to the revenues, profits, or success of the business venture

contemplated by this Agreement; and

<PAGE>

WHEREAS, Franchisee acknowledges that he has not received or relied on

any representations about the franchise granted in this Agreement by Franchisor,

or its officers, directors, employees, or agents, that are contrary to the

statements made in Franchisor's Uniform Franchise Offering Circular or to the

terms of this Agreement and that in all of their dealings with Franchisee, the

officers, directors, employees, and agents of the Franchisor act only in a

representative capacity and not in an individual capacity; and

WHEREAS, Franchisee further acknowledges that this Agreement, and all

business dealings between Franchisee and such individuals as a result of this

Agreement, are solely between Franchisee and Franchisor; and

WHEREAS, Franchisee further' represents to the Franchisor, as an

inducement to its entry into this Agreement, that Franchisee has made no

misrepresentations in obtaining the franchise granted herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises

contained in this Agreement, and for other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the parties hereto

hereby agree as follows.

1. GRANT OF FRANCHISE

1.01 Grant of License. Franchisee has applied for a franchise to own

and operate one (1) Franchised Restaurant at 3215 W. Highway 76, Branson, MO

65616 , ("Premises") and such application has been approved by Franchisor in

reliance upon all of the representations made in this Agreement. Franchisor

hereby grants to Franchisee, subject to all of the terms, provisions, and

conditions contained in this Agreement, a non-exclusive franchise ("Franchise")

to operate a Franchised Restaurant solely at the Premises, and to use the System

and Proprietary Marks in the operation thereof, for a term of fifteen (15) years

commencing on the opening of the Franchised Restaurant (as set forth on the

cover page of this Franchise Agreement) unless sooner terminated, as provided in

Section 15. Termination or expiration of this Agreement shall constitute a

termination or expiration of the Franchise.

Provided Franchisee is in substantial compliance with this Agreement,

Franchisor shall not operate or grant a franchise for the operation of another

Franchised Restaurant within a three (3) mile radius of the above Premises

("Exclusive Area") nor will Franchisor itself operate or grant a franchise for

the operation of any other family-style steak house restaurant similar to the

type of restaurant used in the System without first offering such restaurants to

Franchisee in a manner comparable to that provided to Franchisor in Section 12

of this Agreement.

1.02 Retention of Certain Rights. Notwithstanding anything to the

contrary, Franchisor (on behalf of itself and its affiliates) retains the right

in its sole discretion to:

(a) establish company-owned stores or grant the rights to

operate Franchised Restaurants providing products or services outside

of the Exclusive Area.

(b) offer and sell food products, including frozen products,

under the Proprietary Marks, or other marks, through retail locations,

including retail food stores, convenience stores, hotel shops, kiosks,

theatres, malls, airports, college campuses, gas stations, and other

retail locations, at special events or through any other channels of

distribution, including other restaurants, mail order, catalogue

sales, or over the Internet, within or outside the Exclusive Area.

<PAGE>

providing products or services other than under the Proprietary Marks,

including utilizing Franchisor's other marks, specifically licensed to

Franchisee in the Franchise Agreement within or outside the Exclusive

Area.

(d) offer or sell any products or services under any other

marks through any other channels of distribution regardless of

location.

(e) Purchase, or be purchased by, or merge or combine with,

any competing or non-competing business, wherever located.

1.03 Agreement to Operate. Franchisee agrees that it will at all times,

faithfully, honestly and diligently perform its obligations of this Agreement,

that it will continuously exert its best efforts to promote and enhance the

business of the Franchise and that it will not engage in the operation of any

other steak house, restaurant (whether full or limited service) or similar

business or activity that may conflict with its obligations, in Franchisor's

sole discretion, without prior notification and approval by Franchisor in

writing. Notwithstanding the foregoing, the operation of another restaurant

concept by Franchisee as a duly franchised franchisee of Franchisor shall not

constitute a breach of this Section 1.03.

2. DEVELOPMENT AND OPENING OF THE RESTAURANT

2.01 Site Plan Approval; Construction. Franchisee shall not commit to

purchase or lease any real property, and Franchisee shall not commence any

constmction, unless and until the Franchisor has specifically accepted in

writing the site location of the Franchised Restaurant proposed by Franchisee

and the site plan and other plans and specifications in accordance with which

such Franchised Restaurant shall be constructed and equipped. In the event

Franchisee leases any real property for the development of the Franchised

Restaurant, Franchisee shall cause such lease to contain provisions which state

that (1) such lease is assignable to Franchisor without the prior approval of

the lessor, (2) that Franchisor shall be entitled to receive notice of any

Franchisee defaults and the right, but not the obligation, to cure such

defaults; (3) that upon taking assignment from Franchisee, Franchisor shall be

entitled to reassign or sublet the Premises to any affiliate or franchisee of

Franchisor and to be released from any further liability under the Lease in case

of an assignment; and (4) that Franchisor shall be entitled to receive from

Lessor copies of any reports or financial statements submitted to Lessor by

Franchisee. Franchisee shall cause all construction and equipping of the

Franchised Restaurant licensed hereunder to be done in strict compliance with

plans and specifications previously provided and accepted by the Franchisor. No

deviations therefrom shall be made without the express written acceptance of the

Franchisor. The Franchisor shall have the right to supervise and inspect all

construction to ensure its compliance with approved plans and specifications.

After completion of construction, Franchisee shall not alter, add to, eliminate

or modify the interior or exterior of such Franchised Restaurant or any

equipment, furnishings or fixtures therein without the prior approval of the

Franchisor.

<PAGE>

2.02 Architectural Plans. In the event Franchisee causes a

free-standing Franchised Restaurant to be constructed at the Premises,

Franchisor shall furnish standard plans and specifications for a prototype

Franchised Restaurant or applicable copies of blueprints from completed

restaurant conversions reflecting Franchisor's then current requirements for its

design, materials, layout, equipment, fixtures, furniture, furnishings and

decoration. It shall be the sole obligation of Franchisee to modify Franchisor's

standard plans and specifications to the extent necessary to comply with all

applicable ordinances, building codes, permit requirements, lease requirements

and restrictions and market considerations. Franchisee shall bear all expenses

of obtaining all requisite professional certifications required to construct the

Premises. The cost of all modifications shall be at Franchisee's sole expense.

In the event Franchisee remodels an in- line building, or a free-standing

building, it shall be Franchisee's responsibility to obtain plans and

specifications at Franchisee's expense. If plans and specifications are prepared

by Franchisee, or for Franchisee by anyone other than Franchisor, or if plans

and specifications furnished by Franchisor for the Franchised Restaurant are

modified by or for Franchisee by anyone other than Franchisor, Franchisee shall

submit final, detailed plans and specifications to Franchisor for its prior

written consent before any remodeling or construction is commenced. All

construction and remodeling must be in strict accordance with plans and

specifications furnished or approved by Franchisor. Franchisor shall have the

right to supervise and to inspect all construction and renovation to insure its

compliance with approved plans and specifications.

2.03 Franchised Restaurant Development. Franchisee agrees at its

expense to do or cause to be done the following within one (1) year after the

date of this Agreement:

(a) secure all financing required to fully develop the

Franchised Restaurant;

(b) obtain all required building, utility, sign, health,

sanitation, business permits and licenses, and any other required

permits and licenses;

decorate the Franchised Restaurant in compliance with plans and

specifications approved by Franchisor;

(d) purchase and install all required fixtures, equipment,

furniture, furnishings and signs required for the Franchised

Restaurant;

(e) purchase an opening inventory of authorized and approved

food and beverage products and other materials and supplies; and

(f) open the Franchised Restaurant for business in accordance

with the provisions of Section 1.03.

In the event Franchisee fails to do or cause to be done any of the

above within the time period specified above, Franchisee shall pay to

Franchisor, as liquidated damages, the amount of Two Hundred Dollars ($200) per

day until such time as Franchisee is in compliance with this Section 2.03 or

until such time as both Franchisor and Franchisee execute mutual releases

whereby each party releases the other party from any obligations arising out of

this Agreement or any other agreement.

<PAGE>

2.04 Franchised Restaurant Opening. Franchisor will prepare a grand

opening advertising and promotional program for Franchised Restaurant which will

contain Franchisor's standard opening activities and publicity, and advice and

guidance with regard to staffmg, decoration, and operation of the Franchised

Restaurant during the grand opening period. Franchisee shall implement such

grand opening advertising and promotional program and spend in a manner approved

by Franchisor not less than Five Thousand Dollars ($5,000) for advertising and

promotional activities during the period commencing with the opening of the

Franchised Restaurant and ending forty-five (45) days thereafter.

2.05 Furnishings, Fixtures, Signs. Equipment and Utensils. Franchisee

agrees to use in the development and operation of the Franchised Restaurant only

those brands, types, or models of equipment, fixtures, furniture, furnishings,

signs, and tableware, flatware, glassware, serving dishes, and table linens

(collectively the "Utensils") that Franchisor has approved as meeting its

specifications and standards for quality, design, appearance, warranties, and

function. The equipment, fixtures, furniture, furnishings, signs, and Utensils

designated by Franchisor from time-to-time, shall be purchased only from

suppliers approved by Franchisor. Franchisee shall not install or have installed

any vending machines (other than for newspaper sales), video games, or similar

devices without the prior written approval of Franchisor.

3. TRAINING AND GUIDANCE

3.01 Store Management. The Franchised Restaurant must at all times be

directly supervised by Franchisee or by a designated restaurant manager

("Restaurant Manager") acceptable to Franchisor in Franchisor's reasonable

discretion. Franchisor shall furnish to Franchisee's Restaurant Manager and up

to two assistant managers a training program of up to eight (8) weeks duration

in the operation of a Franchised Restaurant during such period as Franchisor

designates prior to the commencement of the operation of the Franchised

Restaurant. The training program may be furnished at one (1) or more of

Franchisor's principal offices, another Company-operated restaurant or a

Franchised Restaurant. Franchisee or the Franchised Restaurant's Restaurant

Manager, if other than Franchisee, must successfully complete Franchisor's

training program to the satisfaction of Franchisor. Franchisee, or the

Restaurant Manager, as the case may be, and up to two assistant managers, must

be in training at least ninety (90) days prior to the opening of the Franchised

Restaurant. Any. subsequently hired Restaurant Manager must successfully

complete Franchisor's training program. Franchisee shall bear all personnel

expenses of its trainees during all training programs, including, but not

limited to, salaries, benefits, travel, food and lodging costs.

3.02 Supplemental Management During Start-Up Period. To assist with the

store opening, Franchisor shall provide up to three (3) trainers for up to

fourteen (14) days each to assist with training before and immediately following

the opening of the Franchised Restaurant. Franchisor shall bear all personnel

expenses of such trainers, including, but not limited to, salaries, travel, food

and lodging costs. In addition to the trainers provided by Franchisor,

Franchisee shall also be required to obtain up to twelve (12) additional

individuals ("Supplemental Trainers") to assist with training of Franchisee's

employees during the period before and immediately after the initial opening of

the Franchised Restaurant, for such length of time as Franchisor shall

determine. The identities and qualifications of each Supplemental Trainer shall

be presented in writing to Franchisor not less than thirty (30) days prior to

the proposed opening of the Franchised Restaurant. The number of Supplemental

Trainers engaged and the acceptability of the qualifications of each individual

<PAGE>

Supplemental Trainer shall be at the discretion of Franchisor. Franchisee shall

bear all personnel expenses incurred from the use of Supplemental Trainers,

including, but not limited to, salaries, benefits, travel, food and lodging

costs. It is acknowledged and agreed that while providing such start-up

assistance Franchisor shall only have a duty to utilize its reasonable efforts

and shall not be liable to Franchisee or its owners for any debts, losses, or

obligations incurred by the Franchised Restaurant, or to any creditor of

Franchisee for any food products, materials, equipment, fixtures, furnishings,

Utensils, supplies, or services purchased by the Franchised Restaurant during

the periods of time when the training services are being rendered by

Franchisor's personnel.

3.03 Restaurant Managers - Generally. In addition to the rights

established hereunder, including those in Section 11, Franchisor and its

representatives shall have the right to communicate directly with Franchisee's

Restaurant Manager concerning all matters of an operational nature. Franchisor

may require Franchisee and/or previously trained and experienced Restaurant

Managers to attend periodic refresher courses at locations designated by

Franchisor, and failure of Franchisee or the Restaurant Manager to attend such

refresher courses shall constitute a default of this Agreement. Franchisee shall

be responsible for all personnel salaries, benefits, travel and living expenses

which Franchisee and/or its Restaurant Manager incur in connection with initial

training and any subsequent refresher training programs.

3.04 Interference With Employment Relations. During the term of this

Agreement, neither Franchisor nor Franchisee shall employ or seek to employ,

directly or indirectly, any person serving in a managerial position who is at

the time or was at any time during the prior six (6) months employed by the

other party, its subsidiaries, or by any franchise holder within Franchisor's

franchise system or any other restaurant or retail concept then operated,

licensed, franchised, or under development by Franchisor. This Section shall not

be violated if, at the time Franchisor or Franchisee employ or seek to employ

such person, the then current or former employer, as the case may be, has given

its written consent. The parties acknowledge and agree that in the event this

Section is violated, that notwithstanding Section 15.01, the former employer

shall be entitled to liquidated damages in the amount of Twenty-Five Thousand

Dollars ($25,000) plus reimbursement of all costs and attorney fees incurred.

For purposes of this Section 3.04, "managerial position" includes all employees

at the pay grade of Restaurant Manager or assistant manager and above as that

term is defined in the Manual.

3.05 Guidance. Franchisor shall advise Franchisee from time-to-time of

operating problems of the Franchised Restaurant disclosed by reports submitted

to or inspections made by Franchisor or by independent persons hired by

Franchisor ("Mystery Shoppers") and shall furnish to Franchisee guidance in

connection with:

(a) methods, standards, and operating procedures utilized by

the Franchised Restaurants;

(b) preparation of food products and development of new

products;

furniture, signs, Utensils, food products, beverages, and supplies;

<PAGE>

(d) advertising and promotional programs;

(e) employee training; and

(f) administrative, bookkeeping, accounting, and general

operating and management procedures.

Such guidance shall, in the discretion of Franchisor, be furnished in

the form of the Franchisor's confidential operations manual ("Manual"),

bulletins, other written materials, and/or telephonic consultations or

consultations at the offices of Franchisor or at the Franchised Restaurant. If

requested by Franchisee, Franchisor may, at its election, furnish additional

guidance and assistance at per diem fees based upon Franchisor's actual cost in

providing such guidance and assistance.

3.06 Manual. Franchisor will loan to Franchisee during the term of the

Franchised Restaurant one (1) copy of the Manual. The Manual shall contain

mandatory and suggested specifications, standards, and operating procedures

prescribed from time-to-time by Franchisor for the Franchised Restaurant and

information relative to other obligations of the Franchisee hereunder and in the

operation of Franchised Restaurants. The Manual may be modified from

time-to-time in Franchisor's sole discretion to reflect changes in the image,

decor, design, format, appearance, methods, standards and specifications,

operating procedures, menus and recipes, and food products and beverages

approved and required for the Franchised Restaurants. Franchisee shall keep its

copy of the Manual current and in the event of a dispute relative to the

contents of the Manual, the master copy maintained by Franchisor at its

principal office shall be controlling. Franchisee may not at any time reproduce

any part of the Manual.

4. PROPRIETARY MARKS

4.01 Ownership of Goodwill and Proprietary Marks. Franchisee

acknowledges that Franchisee's right to use the Proprietary Marks is derived

solely from this Agreement and is limited to the conduct of business by

Franchisee pursuant to and in compliance with this Agreement and all applicable

standards, specifications, and operating procedures prescribed by Franchisor

from time-to-time during the term of this Agreement. Any unauthorized use of the

Proprietary Marks by Franchisee shall constitute a breach of this Agreement and

an infringement of the rights of Franchisor in and to the Proprietary Marks.

Further, Franchisee shall not infringe upon, nor otherwise unlawfully

commercially exploit, any other trademarks, service marks, commercial symbols or

tradenanies of any other restaurant concept which Franchisor may now or

hereafter itself operate, or license or franchise to others, without the prior

written consent of Franchisor. Franchisee acknowledges and agrees that all usage

of the Proprietary Marks by Franchisee and any goodwill established thereby

shall inure to the exclusive benefit of Franchisor and that this Agreement does

not confer any goodwill or other interests in the Proprietary Marks upon

Franchisee other than the right to operate a Franchised Restaurant in compliance

with this Agreement. All provisions of this Agreement applicable to the

Proprietary Marks shall apply to any additional proprietary, trade and service

marks, and commercial symbols hereafter authorized for use by and licensed to

Franchisee by Franchisor.

<PAGE>

4.02 Limitations on Franchisee's Use of Proprietary Marks. Franchisee

agrees to use the Proprietary Marks as the sole identification of the Franchised

Restaurant, provided that Franchisee shall identify itself as the independent

owner thereof in the manner prescribed by Franchisor. Franchisee shall not use

any Proprietary Mark as part of any corporate or trade name or with any prefix,

suffix, or other modifying words, terms, designs, or symbols (other than logos

licensed to Franchisee hereunder), or in any modified form (including, utilizing

Franchisor's trademarks or registered name for posting, or for use in, a webpage

on the Internet, registering an Internet domain name, or in an electronic mail

[e-mail] address), nor may Franchisee use any Proprietary Mark in connection

with the performance or sale of any unauthorized services or products or in any

other manner not expressly authorized in writing by Franchisor. Franchisee

agrees to prominently display the Proprietary Marks at the Franchised

Restaurant, on menus, supplies, or packaging materials designated by Franchisor,

and in connection with advertising and marketing materials. All Proprietary

Marks shall be displayed in the manner prescribed by Franchisor. Franchisee

agrees to give such notices of trade and service mark registrations as

Franchisor specifies and to obtain such fictitious or assumed name registrations

as may be required under applicable law.

4.03 Infringement. Franchisee shall notify Franchisor in writing within

three (3) days of the date Franchisee learns about any apparent infringement of,

or challenge to Franchisee's use of any Proprietary Mark, or claim by any person

of any rights in any Proprietary Mark or similar trade name, trademark, or

service mark of which Franchisee becomes aware. Franchisee shall not communicate

with any person other than Franchisor, its counsel or Franchisee's counsel in

connection with any such infringement, challenge, or claim. Franchisor shall

have sole discretion to take such action as it deems appropriate and the right

to exclusively control any litigation, U.S. Patent and Trademark Office

proceeding or other administrative proceeding arising out of any such

infringement, challenge, or claim or otherwise relating to any Proprietary Mark

or the System. If Franchisor elects, in its sole discretion, to defend the

infringement allegation, Franchisor shall, at Franchisor's own cost and expense,

vigorously defend Franchisee to the Court of first determination against any

challenge to Franchisee's use of any Proprietary Mark or right to use the

System, or part thereof, or any claim by any person of any rights in any

Proprietary Mark or similar trade name, trademark, service mark or trade dress

used in connection with the System or the business contemplated hereby except

for proprietary rights in trade names, trademarks, or service marks arising

under the cOmmon law and Franchisor shall indemnify Franchisee from any and all

loss or damage Franchisee may suffer, whether by a judgment against Franchisee

or by a settlement consented to by Franchisor arising from such challenge or

claim. Franchisee shall make no claim against Franchisor and shall hold

Franchisor harmless from any and all direct or indirect, costs, damages,

demands, expenses, losses or liabilities suffered by Franchisee as a result of

any modification of the System necessitated by such claim or challenge,

including the costs of altering the Franchised Restaurant, or any reduction in

sales revenues or profits, or increased capital expenditures or operating costs

resulting from such modification and occasioned by any litigation arising out of

any such claim or challenge relating to Franchisee's use of any Proprietary Mark

or right to use the System. Further, Franchisee shall waive any and all past,

present or future claims, demands, or actions it may have against Franchisor

arising from such litigation except as provided in the foregoing provisions of

this Section 4.03. Franchisee agrees to and shall execute any and all

instruments and documents, render such assistance and do such acts and things as

may, in the opinion of Franchisor's counsel, be necessary or advisable to

protect and maintain the interests of Franchisor in any such litigation, U.S.

Patent and Trademark Office proceeding, other administrative proceeding, or to

otherwise protect and maintain the interests of Franchisor in the Proprietary

Marks.

<PAGE>

4.04 Discontinuance of Use of Proprietary Marks. If it becomes

advisable at any time in Franchisor's sole discretion for Franchisor and/or

Franchisee to modify or discontinue use of any Proprietary Marks, and/or to use

one (1) or more additional or substitute trade or service marks, Franchisee

agrees to and shall comply with Franchisor's direction to supplement, modify or

otherwise discontinue, at Franchisee's own expense the use of such Proprietary

Marks within a reasonable time after notice thereof by Franchisor.

5. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION

5.01 Independent Status. It is understood and agreed by the parties

hereto that this Agreement does not create a fiduciary relationship between

them, that Franchisor and Franchisee shall be independent contractors, and that

nothing in this Agreement is intended to make either party a general or special

agent, joint venturer, partner, or employee of the other for any purpose.

Franchisee shall conspicuously identify himself in all dealings with customers,

suppliers, public officials, and others as the owner of the Franchised

Restaurant under a franchise with Franchisor and shall place such other notices

of independent ownership on such forms, guest checks, business cards, comment

cards, stationery, advertising, and other materials as Franchisor may require

from time-to-time.

5.02 Additional Limitations on Franchisee's Use of Proprietary Marks.

Franchisor has not authorized or empowered Franchisee to use the Proprietary

Marks except as provided by this Agreement and Franchisee shall not employ any

of the Proprietary Marks in signing any contract, check, purchase agreement,

negotiable instrument, or legal obligation, application for any license or

permit, or in a manner that may result in liability of Franchisor for any

indebtedness or obligation of Franchisee. Except as expressly authorized by this

Agreement, neither Franchisor nor Franchisee shall make any express or implied

agreements, warranties, guarantees or representations, or incur any debt, in the

name of or on behalf of the other or represent that their relationship is other

than franchisor and franchisee.

5.03 Limitations on Liability. Neither Franchisor nor Franchisee shall

be obligated by or have any liability under any agreements or representations

made by the other that are not expressly authorized hereunder, nor shall

Franchisor be obligated for any damages to any person or property directly or

indirectly arising out of the operation of the Franchised Restaurant, or

Franchisee's business authorized by or conducted pursuant to the Franchise,

whether caused by Franchisee's negligent or willful action or failure to act to

the relative extent such damages do not arise out of Franchisor's negligence,

wrongful act or improper failure to act. Franchisor shall have no liability for

any sales, use, occupation, excise, gross receipts, income, property or other

taxes, whether levied upon Franchisee, the Franchised Restaurant, or

Franchisee's property, or upon Franchisor, in connection with the sales made or

business conducted by Franchisee or payments to Franchisor pursuant hereto.

5.04 Indemnification. Franchisee shall indemnify and hold harmless

Franchisor, its shareholders, directors, officers, employees, agents, and

assignees against any liability for any claims, including those specified in

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Section 5.03, arising out of the operation of the Franchised Restaurant. For

purposes of this indemnification, "claims" shall mean and include all

obligations, actual and consequential damages, taxes, and costs reasonably

incurred by Franchisor in the defense of any claim against Franchisor or in any

action in which Franchisor is named as a party, including without limitation

reasonable accountants', attorneys' and expert witness fees, costs of

investigation and proof of facts, court costs, other litigation expenses and

travel and living expenses. Franchisor shall have the right to defend any such

claim against it by employing reasonable counsel of its choice, subject to full

reimbursement of all legal fees by Franchisee. Franchisor shall use its

reasonable efforts to cooperate with Franchisee in any litigation or judicial or

administrative proceeding to avoid duplication of time, effort or expenditure to

the greatest extent possible without compromising Franchisor's interest in such

matter. This indemnity shall continue in full force and effect subsequent to and

notwithstanding the expiration or termination of this Agreement.

6. FEES

6.01 Initial Franchise Fees. Franchisee shall pay to the Franchisor an

initial franchise fee ("Initial Franchise Fee") in the amount of Twenty Thousand

Dollars ($20,000), which is due and payable at the time Franchisee submits this

Agreement to Franchisor for execution by Franchisor. The parties agree that the

Initial Franchise Fee is fully earned by Franchisor upon receipt of payment by

Franchisee and Franchisee shall not be entitled to a refund of the Initial

Franchise Fee for any reason.

6.02 Royalty and Service Fee. Franchisee shall pay to Franchisor during

the term of this Agreement on or before the tenth (10th) day of each calendar

month a royalty and service fee in the amount of three percent (3%) of the Net

Sales (as defined in Section 6.03) derived from the operation of the Franchised

Restaurant for the then preceding calendar month ("Continuing Royalties"). If

there is hereafter assessed any nature of sales tax or use tax or other tax on

Continuing Royalties or other sums previously or hereafter received by

Franchisor under this Agreement ("Sales Tax"), then in addition to all

Continuing Royalties and other payments to be made by Franchisee as provided in

this Agreement, Franchisee shall also pay Franchisor or the taxing authority, if

required by law, a sum equal to the amount of such Sales Tax. The term "Sales

Tax" shall not include any income taxes applicable to Franchisor. Any Sales Tax

paid to Franchisor shall be paid when due to the taxing authority.

6.03 Definition of "Net Sales". As used in this Agreement, the term

"Net Sales" shall mean the total aggregate of all monies and receipts received

by Franchisee and derived from (i) all products prepared and services performed

at the Franchised Restaurant licensed hereunder, (ii) all sales and orders made,

solicited or received at such location, and (iii) all other business whatsoever

conducted or transacted at or from such Franchised Restaurant, and whether such

Net Sales are evidenced by cash, credit, check, gift certificates, services,

property or other means of exchange and whether such Net Sales are derived from

the sale of food, beverages, liquor, other goods (other than restaurant

equipment), supplies or catering services. Net Sales shall also be deemed to

mean the total aggregate of all monies and receipts received by Franchisee from

any other business (including but not limited to, any approved vending or game

machine receipts other than those received from newspaper vending machines, coin

telephones or jukeboxes) operated upon the Premises. However, there shall be

<PAGE>

excluded from Net Sales (i) all Sales Taxes imposed by governmental authorities

directly on sales and actually collected from customers, provided such taxes are

added to the selling price and accounted for separately on all sales receipts

and are, in fact, paid by Franchisee to the appropriate governmental authority,

(ii) promotional or discount sales or coupons to the extent Franchisee realizes

no revenue therefrom through issuance, redemption or otherwise, and (iii)

amounts received directly by Franchisee's employees from customers as gratuities

or tips for services rendered. Net Sales shall be deemed to be realized by

Franchisee at the time of the sale or delivery of the products, merchandise, or

services, irrespective of the time when Franchisee actually received payment.

Net Sales consisting of property or services shall be valued at their fair

market value at the time such property or services were received by or for the

account of Franchisee. In the event of the occurrence of a casualty loss, the

definition of Net Sales shall be an amount equal to the lost revenues utilized

by Franchisee's insurance company in calculating the amount of revenues

recoverable under any business interruption policy.

6.04 Interest on Late Payments. All Continuing Royalties and marketing

contributions due hereunder, amounts due for purchases by Franchisee from

Franchisor or its affiliates, and other amounts which Franchisee owes to

Franchisor or its affiliates shall be paid punctually, without the necessity for

invoice by Franchisor, and shall bear interest after the due date at the highest

applicable legal rate for open account business credit, not to exceed two

percent (2%) per month. Franchisee acknowledges that this Section shall not

constitute Franchisor's agreement to accept such payments after such payments

are due or a commitment by Franchisor to extend credit to, or otherwise fmance

Franchisee's operation of the Franchised Restaurant. Further, Franchisee

acknowledges that its failure to pay all amounts when due shall constitute

grounds for termination of this Agreement, as provided in Section 15,

notwithstanding the provisions of this Section.

6.05 Application of Payments. Notwithstanding any designation by

Franchisee, Franchisor shall have sole discretion to apply any payments by

Franchisee or any rebate or other third party payment received by Franchisor on

behalf of Franchisee, if any, to any past due indebtedness of Franchisee for

Continuing Royalties or marketing contributions due Franchisor, purchases from

Franchisor or its affiliates, interest or any other indebtedness.

6.06 Retention of Fees by the Franchisor. Franchisee acknowledges and

agrees that in the event of the termination of the license granted under this

Agreement for any reason whatsoever, the Franchisor shall be entitled to retain

for its own account any and all Initial Franchise Fee and Royalty and Service

Fee payments previously made by Franchisee, and Franchisee agrees that such

payments shall be fully earned by the Franchisor as of the date of such

payments, and whether or not the Franchised Restaurant licensed under this

Agreement is ever opened for business by Franchisee in the Exclusive Area.

6.07 Concept Transfer Fee: Franchisee shall pay a concept transfer fee

("Concept Transfer Fee") in the amount of One Thousand Dollars ($1,000) if

Franchisee requests to change from one franchise concept to another within

Franchisor's System. The Concept Franchise Fee shall be paid at the time

Franchisee signs a Franchise Agreement for the new concept after Franchisor has

approved, in writing, Franchisee's requested change. Franchisor reserves the

right to grant or deny Franchisee's request in Franchisor's sole discretion.

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7. CONFIDENTIAL INFORMATION

Franchisor possesses certain types of confidential information,

including but not limited to, menu items and new test menu items, ingredients,

recipes, formulas, and methods of preparation and presentation of food products

sold at Franchised Restaurants, as well as the methods, techniques, formats,

specifications, procedures, information, systems, computer software, and

knowledge of and experience in the operation and franchising of Franchised

Restaurants, and further including, without limitation, any and all of the

foregoing that may arise by reason of Franchisor's franchise of, and

Franchisee's operation of, the Franchised Restaurant during the term of this

Agreement ("Confidential Information").

Franchisor will disclose the Confidential Information to Franchisee

when rendering guidance and assistance to Franchisee under the terms of this

Agreement, including by way of example, furnishing the Manual.

7.01 Limitation on Interest in Confidential Information. Franchisee

acknowledges and agrees that, although Franchisee has the right to use the

Confidential Information, Franchisee will not acquire any interest in the

Confidential Information, other than the right to utilize it in the operation of

the Franchised Restaurant (and other Franchised Restaurants, if any, developed

under other agreements with Franchisor) during the term of this Agreement, and

that the use or duplication of the Confidential Information in the operation of

any other family-style steak house or other business which, in Franchisor's sole

discretion, would constitute an unfair method of competition.

7.02 Use of Confidential Information. Franchisee acknowledges and

agrees that the Confidential Information is proprietary, involves trade secrets

of Franchisor, and is disclosed to Franchisee solely on the express condition

that Franchisee agrees, and Franchisee does hereby agree, that Franchisee:

(a) shall not use the Confidential Information in the

operation of any other restaurant, or other business, including any

other restaurant engaged in the sale or preparation of steak or a

combination of steak andlor other food items or services;

(b) shall maintain the absolute confidentiality of the

Confidential Information during and after the term of this Agreement;

or otherwise reproduce all or any portion of the Confidential

Information disclosed in written form;

(d) shall never contest the validity of Franchisor's exclusive

ownership of and rights to the System or the Confidential Information;

and

(e) shall adopt and implement all reasonable procedures

prescribed from time- to-time by Franchisor to prevent unauthorized use

or disclosure of the Confidential Information, including without

limitation, restrictions on disclosure to employees, officers, and

directors of the Franchisee and the use of non-disclosure and

noncompetition clauses as prescribed by Franchisor in employment

agreements with any of Franchisee's employees who have access to the

Confidential Information.

<PAGE>

Notwithstanding the foregoing, the operation of another restaurant

concept by Franchisee as a duly franchised franchisee of Franchisor shall not

constitute a breach of this Section 7.02.

7.03 Exception to Restrictions on Confidential Information.

Notwithstanding anything to the contrary contained in this Agreement, the

restrictions on Franchisee's disclosure and use of the Confidential Information

shall not apply to the following:

(a) information, processes, or techniques which are or become

generally known and used in the family-style steak house restaurant

industry, other than through disclosure (whether deliberate or

inadvertent) by Franchisee;

(b) disclosure of the Confidential Information in judicial or

administrative proceedings to the extent that Franchisee is legally

compelled to disclose such information, provided Franchisee shall have

used its best efforts, and shall have afforded Franchisor the

opportunity to obtain an appropriate protective order, or other

assurance satisfactory to Franchisor, of confidential treatment for the

information required to be so disclosed; and

necessary for the proper operation of the Franchised Restaurant.

7.04 Non-Competition Covenant. Franchisee acknowledges and agrees that

Franchisor would be unable to protect the Confidential Information against

unauthorized use or disclosure and Franchisor would also be unable to encourage

a free exchange of ideas and information among operators of Franchised

Restaurants if franchised owners of Franchised Restaurants were permitted to

hold interests in any competitive businesses, as described in this Agreement.

Franchisee also acknowledges that Franchisor has granted the franchise rights to

Franchisee in part in consideration of, and in reliance upon, Franchisee's

agreement to deal exclusively with Franchisor. Accordingly, Franchisee, any

shareholder or partner (in the event Franchisee is a corporation or

partnership), or any spouse or unemancipated child of Franchisee or any

shareholder or partner of Franchisee, shall not have any interest as an owner,

investor, partner, lender, lessor, director, officer, manager, employee,

consultant, representative, or agent, or in any other capacity shall not

directly or indirectly enter into the employ, or work in concert with or serve

as consultant for, any person, partnership, corporation, association,

organization or other entity engaged in the operation of a steak house

restaurant or any other restaurant engaged in the sale or preparation of steak,

or a combination of steak and/or other food items or services (for example, the

use of buffets) similar to the principal food items or services then approved by

Franchisor for use in the Franchised Restaurants then in operation in the System

and located (i) anywhere during the term of this Agreement and any extension

thereof or (ii) following expiration or termination of this Agreement within the

Exclusive Area or within a radius of fifty (50) miles from any Franchisor-owned

or affiliate-owned restaurant or any franchise concept owned, operated, licensed

or franchised by Franchisor, or any concept which, in Franchisor's sole

discretion, is similar to any franchise concept owned, operated, licensed, or

franchised by Franchisor, wherever situated and operated by whomsoever, then

open or under construction or under lease or purchase commitment, for a period

of three (3) years after such expiration or termination. Neither the ownership

of a class of securities listed on a stock exchange or traded on the

over-the-counter market that represents five percent (5%) or less of the number

of shares of such class of securities then issued and outstanding, nor the

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operation of another restaurant concept by Franchisee as a duly franchised

franchisee of Franchisor, shall constitute a violation of this Section 7.04.

Franchisor and Franchisee agree that the Non-Compete Covenant shall not apply to

any business or restaurant owned by Franchisee prior to Franchisee's entry into

this Agreement.

7.05 Improper Disclosure. In the event Franchisee discovers that any of

its current or former officers, directors, partners, Restaurant Managers,

shareholders or related parties thereto are violating, have violated, or are

commencing to violate the prohibitions on disclosure or reproduction of

Confidential Information provided for in this Agreement, Franchisee shall

immediately notif~' Franchisor of such violation. Franchisor shall seek such

legal and equitable relief, including seeking monetary damages, as it deems

necessary in its sole discretion. Any and all damages recovered by Franchisor

pursuant to any such cause of action shall be the exclusive property of

Franchisor. In the event it is determined that any of such damages have been

caused by the willful or negligent behavior of Franchisee or due to the failure

of Franchisee to properly supervise the actions of the individual found to be in

violation of this Agreement, Franchisor shall be reimbursed by Franchisee for

all costs and expenses, including attorneys' fees, that were incurred by

Franchisor in pursuing such cause of action, whether or not such action results

in a favorable judgment to Franchisor.

7.06 Ownership of Business Records. Franchisee acknowledges and agrees

that the Franchisor shall at all times have unrestricted access to all business

records ("Business Records") with respect to customers, employees, and other

service professionals of, and/or related to, the Franchised Restaurant

including, without limitation, all databases (whether in print, electronic or

other form), including all names, addresses, phone numbers, e-mail addresses,

customer purchase records, and all other records contained in the database, and

all other Business Records created and maintained by Franchisee, and that at the

expiration or earlier termination of this Franchise Agreement, all Business

Records shall become the sole property of Franchisor. Franchisee further

acknowledges and agrees that, at all times during and after the termination,

expiration or cancellation of this Agreement, Franchisor may access such

Business Records, and may utilize, transfer, or analyze such Business Records as

Franchisor determines to be in the best interest of the System, in Franchisor's

sole discretion.

8. RESTAURANT IMAGE AND OPERATING STANDARDS

8.01 Condition and Appearance of the Franchised Restaurant. Franchisee

shall:

(a) not use the Franchised Restaurant or the Premises for any

purpose other than the operation of a Franchised Restaurant operated in

compliance with this Agreement;

(b) maintain the condition and appearance of the Franchised

Restaurant and the Premises in accordance with the standards of

Franchisor and consistent with the image of a Franchised Restaurant as

a clean, sanitary, attractive, and efficiently operated restaurant

offering high quality food and beverages and courteous and helpful

service;

<PAGE>

the Premises as is required by Franchisor from time-to-time to maintam

the condition, appearance and efficient operation thereof, including

without limitation:

(i) continuous and thorough cleaning and sanitation

of the interior and exterior of the Premises;

(ii) continuous and workmanlike interior and exterior

repair of the Premises;

(iii) maintenance of equipment at peak efficiency;

(iv) replacement of worn out or obsolete

improvements, fixtures, furniture, furnishings, equipment,

signs and Utensils, with duly approved improvements, fixtures,

furniture, furnishings, equipment, signs, and Utensils; and

(v) periodic painting and redecorating.

(d) upgrade and/or remodel the Franchised Restaurant at its

sole cost and expense, which may not be limited in any way, provided

Franchisee will have a reasonable time period remaining under the term

of this Agreement to amortize the costs of such improvements, at

reasonable intervals determined by Franchisor to reflect changes in the

image, design, format, or operation of Franchised Restaurants

introduced by Franchisor, and required of new Franchised Restaurant

franchisees, subject to approval by the Franchisor of detailed plans

and specifications for all construction, repair, or refixturing in

connection with such upgrading or remodeling; and

(e) place or display at the Premises (interior or exterior)

only such signs, emblems, lettering, logos, and display any advertising

materials that are from time-to- time approved in writing by

Franchisor.

8.02 Alterations to the Premises by Franchisor. In the event Franchisee

does not maintain the condition and appearance of the Franchised Restaurant and

Premises as required under the terms of this Agreement, Franchisor may, upon not

less than twenty (20) days written notice to Franchisee:

(a) arrange for the necessary cleaning or sanitation, repair,

remodeling, upgrading, painting, or decorating; and

(b) replace the necessary leasehold improvements, fixtures,

equipment, and signs.

Franchisee shall reimburse Franchisor for the entire costs incurred by

Franchisor to make such alternations to the Premises as determined by Franchisor

in Franchisor's reasonable discretion, upon demand by Franchisor.

8.03 Alterations to the Premises by Franchisee. Franchisee shall not

make any material replacements of or alterations to the Premises, improvements,

layout, fixtures, furniture and furnishings, signs, equipment, Utensils, or

<PAGE>

appearance of the Franchised Restaurant as originally developed without prior

written approval by Franchisor. Franchisee shall not install or have installed

any vending machines (other than for newspaper sales), video games, or similar

devices without the prior written approval of Franchisor.

8.04 Approved Products. Distributors and Suppliers. The reputation and

goodwill of Franchised Restaurants is based upon, and can be maintained only by,

the sale of distinctive, high quality food products and beverages and the

presentation and packaging of such products in an attractive manner. Franchisee

therefore will conform the Franchised Restaurant to Franchisor's specifications

and quality standards and shall only purchase from distributors and suppliers

approved by Franchisor, all food products, beverages, ingredients, flavorings,

and garnishes used in the preparation of food products and beverages; menus,

containers, cartons, bags, boxes, napkins, other paper and plastic goods,

packaging supplies, and other materials and Utensils.

In approving distributors and suppliers for the Franchised Restaurant,

Franchisor may take into consideration such factors as price of products or

supplies and reliability of the proposed distributor or other supplier.

Franchisor may concentrate purchases with one (1) or more distributor and/or

other supplier to obtain the lowest prices and/or the best advertising support

and/or services for any group of Company-operated restaurants or Franchised

Restaurants. Approval of a distributor or supplier may be conditioned on

requirements relating to the frequency of delivery, standards of service,

including prompt attention to complaints, and concentration of purchases, as set

forth above, and may be temporary, pending a further evaluation of such

distributor or other supplier by Franchisor.

If Franchisee proposes to sell any food product or beverage, or use any

ingredients, flavorings, garnishes, or containers, cartons, bags, boxes, paper

or plastic goods, packaging supplies or other materials, or Utensils of any

type, or to purchase such items from a distributor or other supplier who has not

been previously approved by Franchisor, Franchisee shall first notify Franchisor

and submit to Franchisor such information, specifications, and samples as

Franchisor requests. Franchisor shall within a reasonable time determine whether

such item meets its specifications and quality standards and/or whether

Franchisor approves such distributor or other supplier and shall notify

Franchisee whether the Franchised Restaurant is authorized to utilize or sell

such item and/or purchase from such distributor or other supplier.

Franchisee acknowledges and agrees that Franchisor may derive revenue

from the sale of certain proprietary food products or receive rebates or

commissions from Franchisee's purchases, and Franchisor shall be entitled to

utilize this revenue for any purpose in its sole discretion.

8.05 Franchised Restaurant Menu. Franchisee shall continuously offer

all food items and beverages listed in the menu approved by Franchisor and shall

comply with all menu cycle procedures prescribed by Franchisor. If Franchisee

desires to add items to or delete items from the Franchised Restaurant's menu,

it must first obtain the prior written approval of Franchisor. Franchisee

acknowledges that Franchisor requires such approval of new items to assure

itself that such items are of the type and quality approved for Franchised

Restaurants and are consistent with the image and format of the Franchised

Restaurants. Franchisee agrees that it will not, without the prior written

<PAGE>

approval of Franchisor, offer any food products or beverages or any services

that are not then authorized by Franchisor for Franchised Restaurants.

8.06 Specifications, Standards and Procedures. Franchisee acknowledges

that each and every detail of the appearance, layout, decor, food products,

beverages, Utensils, materials, and supplies utilized, services offered, and

operation of the Franchised Restaurant is important to Franchisor's and other

franchisees' Franchised Restaurants. Franchisor shall endeavor to maintain the

high standards of quality and service by all Franchised Restaurants franchised

or operated by Franchisee. To this end, Franchisee shall cooperate with

Franchisor by maintaining these high standards in the operation of the

Franchised Restaurant. Franchisor shall have the nglit to rely on responses of

independent Mystery Shoppers in evaluating Franchisee's performance under this

Agreement. Franchisee agrees to comply with all mandatory specifications,

standards and operating procedures relating to:

(a) type, quality, purity, taste, portions, weight and/or

dimensions, ingredients, uniformity, and manner of preparation and sale

of food products and beverages sold by the Franchised Restaurant;

(b) appearance and dress of employees;

and operation of the Franchised Restaurant;

(d) submission of requests for approval of food products,

beverages, Utensils, materials, supplies, distributors and suppliers;

(e) hours and days during which the Franchised Restaurant will

be open for business; and

(f) customer evaluation forms.

Further, all mandatory specifications, standards, and operating

procedures prescribed from time-to-time by Franchisor in the Manual, or

otherwise communicated to Franchisee in writing, shall constitute provisions of

this Agreement as if fully set forth herein. Accordingly, all references in this

Agreement to Franchisee's obligations under this Agreement shall include all

such mandatory specifications, standards, and operating procedures. Franchisor

reserves the right to contact any or all of Franchisee's customers, employees,

suppliers, distributors, and other service professionals for quality control,

market research, and such other purposes as Franchisor deems appropriate, in

Franchisor's sole discretion.

8.07 Hours and Days of Business. Unless otherwise agreed upon by

Franchisor and Franchisee, Franchisee agrees to operate the Franchised

Restaurant for a minimum of three hundred sixty (360) days each calendar year,

except such days as the location is closed for bad weather, civil disorders,

acts of God, repairs and casualty loss or loss by eminent domain, as provided in

Section 18. Each day the Franchised Restaurant is open for business, Franchisee

shall conduct business and serve food and beverage during such hours as may be

specified by Franchisor from time-to-time, which shall be no less than ten (10)

hours each day, during the term hereof, subject to the limitations of applicable

local law.

<PAGE>

8.08 Compliance with Laws and Good Business Practices. Franchisee shall

secure and maintain, in force in its name all required liquor and business

licenses, permits, and certificates relating to the operation of the Franchised

Restaurant. Franchisee shall operate the Franchised Restaurant in full

compliance with all applicable laws, ordinances, and regulations, including,

without limitation, all government regulations relating to zoning, access,

variances, occupational hazards, health and safety, sign and fire requirements,

liquor liability, workers' compensation insurance, unemployment insurance and

the withholding and payment of federal and state income taxes, social security

taxes and sales taxes. All marketing by Franchisee shall be completely factual,

in good taste as determined in the sole judgment of Franchisor, and shall

conform to the highest standards of ethical advertising. Franchisee shall in all

dealings with its customers, suppliers, Franchisor and the public adhere to the

highest standards of honesty, integrity, fair dealing, and ethical conduct.

Franchisee agrees to refrain from any business or advertising practice which may

be injurious to the business of Franchisor and the goodwill associated with the

Proprietary Marks and other company-owned and franchisee-owned restaurants.

Franchisee shall notify Franchisor in writing within five (5) days of the

commencement of any action, suit or proceeding, and of the issuance of any

order, writ, injunction, award or decree of any court, agency, or other

governmental instrumentality, which may adversely affect the operation or

fmancial condition of Franchisee or the Franchised Restaurant or of any notice

of violation of any law, ordinance, or regulation relating to health,

sanitation, or the possession or sale of alcoholic beverages at the Franchised

Restaurant.

8.09 Hiring, Training and Appearance of Employees. Franchisee shall

hire all employees of the Franchised Restaurant, be exclusively responsible for

the terms of their employment and compensation and, except as set forth in

Section 3, for the proper training of such employees in the operation of the

Franchised Restaurant. Franchisee shall require all employees to maintain a neat

and clean appearance and to conform to the standards of dress and uniforms

specified by Franchisor from time-to-time for the Franchised Restaurants.

8.10 Insurance. During the term of the Franchised Restaurant,

Franchisee shall maintain in force under policies of insurance issued by

carriers approved by Franchisor:

(a) comprehensive public and product liability insurance,

including liquor and dram shop liability insurance, against claims for

bodily and personal injury, death, and property damage caused by or

occurring in conjunction with the operation of the Franchised

Restaurant or otherwise in conjunction with the conduct of business by

Franchisee pursuant to the Franchise;

(b) broad form fire and extended coverage, vandalism, and

malicious mischief insurance on the Franchised Restaurant and its

contents, including business interruption coverage which provides for

payment of lost royalties to Franchisor;

as well as such other insurance as may be required by statute or rule

of the state or locality in which the Premises are located; and

(d) automobile liability insurance, where applicable.

<PAGE>

Such insurance coverage shall be maintained in such amounts as

Franchisor determines periodically to be necessary in its sole discretion.

Franchisor may periodically increase the amounts of coverage required under such

insurance policies and require different or additional kinds of insurance at any

time, including excess liability insurance, to reflect inflation, identification

of new risks, changes in law or standards of liability, higher damage awards, or

other relevant changes in circumstances. Such insurance policies shall insure

Franchisee and Franchisor and shall provide for thirty (30) days prior written

notice to Franchisor of any material modification, cancellation, or expiration

of a policy. In the event Franchisee fails to procure and maintain business

interruption coverage and a casualty loss occurs which requires the closing of

the Franchised Restaurant, then Franchisee shall pay as liquidated damages for

each month commencing with the month when the casualty occurs and continuing

until the Franchised Restaurant reopens, a sum equal to the average monthly

Continuing Royalty and Service Fee payable by Franchisee for the twelve (12)

months immediately preceding the occurrence of such casualty; it being

understood that if the Franchised Restaurant has been open for business for less

than twelve (12) months, then the average shall be based upon the actual number

of months that the Franchised Restaurant has been open prior to the occurrence

of the casualty. It is acknowledged and agreed that damages in such event would

be difficult or impossible to ascertain, though great and irreparable, and that

the provisions contained in this Section 8.10 constitute a reasonable compromise

between the parties for purposes of compensating Franchisor for its loss.

In connection with any construction, renovation, refurbishing, or

remodeling of the Franchised Restaurant, Franchisee shall cause the general

contractor to maintain with a reputable insurer (i) comprehensive general

liability insurance (with comprehensive automobile liability coverage for

vehicles used by the franchised business for both owned and non-owned vehicles,

builder's risk, product liability, completed operations and independent

contractors coverage) in such amounts as Franchisor determines periodically to

be necessary and with Franchisor named as an additional insured, (ii) workers'

compensation insurance, (iii) employer's liability insurance, as well as (iv)

such other insurance as may be required by law.

If Franchisee fails or refuses to maintain any required insurance

coverage, or to furnish satisfactory evidence thereof, Franchisor, at its option

and in addition to its other rights and remedies hereunder, may obtain such

insurance coverage on behalf of Franchisee and Franchisee shall fully cooperate

with Franchisor in its efforts to obtain and maintain such insurance policies,

promptly execute all forms or instruments required to obtain any such insurance,

allow any inspections of the Franchised Restaurant which are required to obtain

or maintain such insurance and pay to Franchisor, on demand, any costs and

premiums incurred by Franchisor therefor.

Franchisee's obligations to maintain insurance coverage as described in

this Agreement shall not be affected in any manner by reason of any separate

insurance maintained by Franchisor, nor shall the maintenance of such insurance

relieve Franchisee of any obligations under Section 5 of this Agreement.

8.11 Franchisee Modifications or Additions. Notwithstanding anything in

this Agreement to the contrary, any and all modifications or additions to the

Franchised Restaurant concept developed by Franchisee, Franchisor or other

franchisees, during the term of this Agreement, which would constitute trade

dress or Confidential Information shall be and become the sole and absolute

property of Franchisor, and Franchisor may incorporate the same into the System

<PAGE>

or any other restaurant concept. Following the expiration or termination of the

term of this Agreement, Franchisor shall have the sole and exclusive right to

use and to copyright, register and protect such modifications or additions in

Franchisor's own name to the exclusion of Franchisee. Franchisee's rights and

obligations toward the use of such modifications or additions shall be limited

to its rights and obligations regarding Confidential Information as provided for

in Section 7 of this Agreement.

8.12 Computerized Point-of-Sale System. The Franchisee must purchase

and maintain the computer hardware required by the Franchisor for operation of

the Franchised Restaurant, including computer(s), modem(s), cash drawer(s),

receipt printer and report printer. In addition, the Franchisee shall purchase

from Franchisor's required source the Franchisor's proprietary computer software

for operation of the point of sale system. The Franchisor shall have unlimited

access to the data generated by the Franchisee's computerized point of sale

system and will poll via modem all of its franchisees' computer systems in order

to compile sales data, consumer trends, food and labor costs, and other such

financial and marketing information as it

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