[ROADHOUSE GRILL LOGO] ROADHOUSE GRILL TRADEMARK LICENSE AGREEMENT

 

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                             [ROADHOUSE GRILL LOGO]

 

                                                                   EXHIBIT 10.19

 

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                   ROADHOUSE GRILL TRADEMARK LICENSE AGREEMENT

 

                                     BETWEEN

 

                              ROADHOUSE GRILL, INC

                              A FLORIDA CORPORATION

                                   (LICENSOR)

 

                                        AND

 

                         ROADHOUSE GRILL ITALIA S.R.L.,

                             AN ITALIAN CORPORATION

                                   (LICENSEE)

 

                  THIS AGREEMENT IS VALID FROM JANUARY 1, 2004

 

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                                TABLE OF CONTENTS                             PAGE

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PREMISES..............................................................          1

 

       1.    INTERPRETATION............................................          2

 

       2.    LICENSE...................................................          2

 

       3.    ROYALTIES.................................................          3

 

       4.    DEVELOPMENT SCHEDULE......................................          4

 

       5.    QUALITY STANDARDS.........................................          5

 

       6.    USE OF THE TRADEMARKS.....................................          6

 

       7.    OWNERSHIP OF THE TRADEMARKS...............................          6

 

       8.    INFRINGEMENTS.............................................          7

 

       9.    INDEMNITY.................................................          7

 

       10.   TERMINATION...............................................          8

 

       11.   ASSIGNMENT AND SUB-LICENSE................................          9

 

       12.   FORCE MAJEURE.............................................          9

 

       13.   NON-COMPETITION...........................................         10

 

       14.   SEVERABILITY..............................................         10

 

       15.   WAIVER....................................................         10

 

       16.   NOTICES...................................................         10

 

       17.   GENERAL...................................................         11

 

       18.   GOVERNING LAW, JURISDICION AND ARBITRATION................         11

 

       19.   CONFIDENTIALITY...........................................         11

 

       SCHEDULE A.....................................................         13

 

       SCHEDULE B.....................................................          14

 

       SCHEDULE C.....................................................         15

 

       SCHEDULE D.....................................................         17

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                                                                               II

 

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THIS AGREEMENT (the "AGREEMENT") is made this day of March 3, 2004 and is valid

from date January 1, 2004 ("DATE OF THE AGREEMENT");

 

                                     BETWEEN

 

-      ROADHOUSE GRILL, INC, a Florida corporation, with its principal office at

      2703-A Gateway Drive, Pompano Beach, 33069, (hereinafter referred to as

      the "LICENSOR"); and

 

-      ROADHOUSE GRILL ITALIA S.R.L., a company duly formed and organized under

      the laws of Italy with its registered office located at Via Modena 53,

      Castelvetro, Modena, Italy (hereinafter referred to as the "LICENSEE").

 

(A)    WHEREAS, The LICENSOR is the registered owner, in the United States of

America and in the European Community which includes Italy, of ROADHOUSE

GRILL(R)Trademark and associated logo, service marks and trade dress

(hereinafter collectively the "TRADEMARKS") used for the operation, by the

LICENSOR, of Roadhouse Grill Restaurants throughout United States of America;

 

(B)    WHEREAS, LICENSOR is a company, within the United States of America, in

the business of steak-house grill restaurants due to (i) its high quality

standards on food and beverage products and their appealing presentation, and to

(ii) the services provided, the infrastructure and the good reputation and

goodwill of the Trademark, of the restaurants and of the LICENSOR itself.

 

(C)    WHEREAS, The LICENSEE desires to obtain the exclusive license to use the

TRADEMARKS in Italy excluding all U.S. military establishments (hereinafter the

"TERRITORY") and, eventually, in various European countries the parties may from

time to time specify, in connection with the operation of Roadhouse Grill

restaurants (hereinafter the "RESTAURANTS") which feature steaks, vegetables,

salads and certain other food products for consumer consumption;

 

(D)    WHEREAS, The TRADEMARKS are defined and specified in SCHEDULE A attached

hereto;

 

(E)    WHEREAS, The LICENSEE shall open and operate the Restaurants in accordance

with the development schedule indicated herein below (hereinafter the

"DEVELOPMENT SCHEDULE");

 

(F)    WHEREAS, The LICENSOR, CREMONINI S.P.A. AND ROADHOUSE GRILL EUROPE B.V.

(HEREINAFTER THE "DISSOLUTION PARTIES") has dissolved by means of the Global

Dissolution and Settlement Agreement entered into by the Dissolution Parties as

of this date, the following agreements executed on September 28, 2000: (i) Joint

Venture Agreement, (ii) Shareholders Agreement, (iii) Master Development

Agreement and (iv) Master Franchise Agreement;

 

(G)    WHEREAS, The LICENSEE acknowledges that it understands and accepts the

provisions of this Agreement as being reasonably necessary to maintain the

LICENSOR's high standards of quality and service and the uniformity of those

standards at Restaurants in order to protect and preserve the goodwill of the

Trademarks. LICENSEE acknowledges that he has conducted an independent

investigation of the restaurant business in connection with this Agreement and

recognizes that the nature of the business may change over time, that an

investment in Restaurants involve business risks and that the success of the

venture is largely dependent upon LICENSEE's business abilities and efforts. The

LICENSOR expressly disclaims the making of, and the LICENSEE acknowledges that

he has not received or relied upon any representations of revenue, profits or

success of the business contemplated by this Agreement. The LICENSEE further

acknowledges that he has not received or relied

 

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  upon the representations by the LICENSOR or its officers, directors, employees

or agents that are contrary to the statements contained in the terms of this

Agreement. LICENSEE has had full and adequate opportunity to be thoroughly

advised of the terms and conditions of this Agreement by financial and legal

counsel of LICENSEE'S choosing prior to execution of this Agreement.

 

NOW, THEREFORE, the Parties, in consideration of the undertakings and

commitments of each Party to the other Party hereby agree as follows:

 

1.     INTERPRETATION

 

1.1    In this Agreement, these terms shall have the following meanings unless

      the context otherwise requires:

 

      "AFFILIATE":             any entity which is controlled, directly or

                               indirectly, by the first-mentioned entity, any

                              entity that controls, directly or indirectly, the

                              first-mentioned entity, and any entity under

                              common control with the first-mentioned entity;

 

      "PARTIES":               the parties to this Agreement and the "PARTY" may

                              refer to either of them;

 

      "PRODUCTS"               any food product provided by the LICENSEE under

                               the Trademarks in the Restaurants;

 

      "ROI"                    the ratio of EBITDA (earnings before interest,

                              tax, depreciation, amortization) in the numerator,

                              over the investment cost of the LICENSEE in the

                              denominator.

 

      "SERVICES"               any kind of services related to the Restaurants

                              provided by the LICENSEE under the Trademarks;

 

      "TERMINATION DATE":      the date on which this Agreement is terminated by

                              either Party pursuant to Section 10 of this

                              Agreement;

 

      "TERRITORY":             Italy (excluding all U.S. military establishments)

                               and other countries included in the future in the

                              Agreement as per Section 4.8;

 

      "TRADEMARKS":            the Roadhouse Grill Trademarks as defined in the

                              Schedule A attached hereto, and any additional

                              trademarks, service marks and trade dress

                              hereafter authorized for use by and licensed to

                              LICENSEE by the LICENSOR;

 

      "$" OR "U.S. DOLLARS":   the lawful currency for the time being of United

                              States of America.

 

1.2    The headings in this Agreement are inserted only for convenience and shall

      not affect the interpretation of this Agreement.

 

1.3    A reference to any statute or statutory provision includes a reference to

      the statute or statutory provision as from time to time amended, extended,

      or re-enacted.

 

1.4    A reference to a Clause or Schedule, unless the context otherwise

       requires, is a reference to a clause or schedule to this Agreement.

 

2.     LICENSE

 

2.1    In consideration of the mutual promises contained within this Agreement

      the LICENSOR hereby grants to the LICENSEE, and the LICENSEE hereby

      accepts, an exclusive license to use the Trademark in the Territory or in

      relation to the Products, from the date of this Agreement, on the terms

      and conditions and subject to the restrictions contained within this

      Agreement.

 

2.2    Outside the Territory, the LICENSEE shall not:

 

      (i)     use the Trademarks in connection with Restaurants;

 

      (ii)    place the products on the market and/or provide the Services.

 

2.3    The term of this Agreement is fifty (50) years, commencing on the date

       hereof, unless sooner terminated by any Party in accordance with the terms

      and conditions of this Agreement. At least one (1) year prior to

      termination of the fifty (50) year period, the Parties may agree to extend

      the term of this Agreement for at least an additional twenty (20) year

      period. The Parties shall use their best efforts to agree to terms and

      conditions of the so extended agreement which shall correspond to the

      economic values and laws applicable

 

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      at that time. It is expressly understood that the fifty (50) year period

      is only applicable to the Restaurants specified under Section 4.

 

2.4    During the term of this Agreement, the LICENSOR shall not grant any rights

      pertaining to the Trademarks to any other person within the Territory

      provided that LICENSEE is not in default of its obligations set forth in

      this Agreement, being agreed between the Parties that, if such Licensee's

      default is a consequence of a breach of this Agreement by Licensor, beyond

      a reasonable cure period, Licensor's breach of its obligations arising

      under this Agreement, the exception provided herein shall not apply.

 

2.5    LICENSOR will retain all rights not expressly granted to the LICENSEE

      within this Agreement. Upon termination, for any reasons within this

      Agreement, the LICENSEE, and any sub-licensee, shall immediately

      discontinue any and all use of the Trademark.

 

3.     ROYALTIES

 

3.1    As consideration for the LICENSE granted to the LICENSEE by the LICENSOR

      hereunder, the LICENSEE shall pay to the LICENSOR as royalties (taking

      also in considerations the minimum performance as per the Development

      Schedule indicated herein), the following fees (hereinafter collectively

      the "ROYALTIES"):

 

      (i)    DEVELOPMENT FEE: Fifty Seven Thousand and Five Hundred Dollars

            ($57,500) at the opening of each Restaurant owned or majority owned

            by LICENSEE or its Affiliates and/or any "sub-licensee", in

            accordance with the Development Schedule indicated herein, provided

            however that, at the end of each development year, the LICENSEE will

            have also to pay the Development Fee relating to Restaurants not yet

            opened but required as minimum in accordance with the Development

            Schedule as per Section 4.3;

 

      (ii)   Two Hundred and Thirty Thousand Dollars ($230,000) at the signing

            hereof, as full payment of Development Fee for four (4) Restaurants

            which are opened at the date of this Agreement;

 

      (iii) OPERATIONAL FEE: Four Thousand Dollars ($4,000) each year with

            respect to each Restaurant owned or majority owned by LICENSEE or

            its Affiliates and/or any "sub-licensee". Such amount shall be due

            and payable in full at the beginning of each development year for

            Restaurants which are opened and for Restaurants to be developed in

            the relevant development year, with a minimum total number at the

            end of each development year in accordance with the Development

            Schedule as per Section 4.3;

 

      (iv)   In respect of the two (2) Restaurants opened prior to January 1,

            2003 and LICENSOR giving up its rights in the capital stock in

            Roadhouse Grill Europe B.V., LICENSEE shall pay as Operational Fees

            and compensation fee the lump sum of Nine Thousand Dollars ($9,000)

            for the period to December 31, 2002;

 

      (v)    In respect of the four (4) Restaurants opened at the date of this

            Agreement, LICENSEE shall pay Operation Fees the sum of Thirteen

             Thousand Dollars ($13,000) for the period up to December 31, 2003;

 

      (vi)   Further, the Parties agree that, for the two (2) Restaurants to be

            developed in period January 1 to December 31, 2004 as per Section

            4.3, the Development Fee of One Hundred and Fifteen Thousand Dollars

            ($115,000) shall be paid upon signing of this Agreement;

 

      (vii) Therefore, at the signing hereof, the Licensee shall pay to the

            Licensor in full the sum of Three Hundred Ninety One Thousand

            Dollars ($391,000) so divided:

 

            -Two Hundred Thirty Thousand Dollars ($230,000), see Section

            3.1(ii);

 

            -Twenty Four Thousand Dollars ($24,000), see Section 3.1(iii)

            Operational Fee for development year 2004 for four (4) Restaurants

            opened and two (2) to be opened in 2004 as minimum requirement as

            per Section 4.3;

 

            -Nine Thousand Dollars ($9,000), see Section 3.1(iv);

 

            -Thirteen Thousand Dollars (13,000) see Section 3.1(v);

 

            -One Hundred Fifteen Thousand Dollars ($115,000), see Section

            3.1(vi)

 

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      As from January 1, 2005 all Royalties' payments shall be due as described

      herein above.

 

      It is expressly understood that all Royalties paid in accordance to the

      above prescribed basis, are deemed to be fully earned upon payment as

      consideration of LICENSOR'S agreement not to grant a license of the

      Trademarks in the Territory to others, notwithstanding that payment of

      portions of such deposit is deferred, and notwithstanding that such

      Restaurants may not be actually developed or opened in a development year

      by the LICENSEE.

 

3.2    LICENSEE is required to have a guaranty for the development schedule and

      other monetary obligations under this Agreement as specified in Schedule C

 

3.3    All payments made by the LICENSEE to the LICENSOR under this Agreement

      shall, unless otherwise agreed, be paid in U.S. Dollars to the following

      bank account:

 

            Bank: Wachovia Bank, Jacksonville, Florida

            ABA # 063000021

            Beneficiary: Roadhouse Grill, Inc, 2703-A,

            Gateway Drive, Pompano Beach, FL 33069

            Account # 2090003135689

 

      If any amount due and payable to the LICENSOR pursuant to this Agreement

      is not paid when due, the unpaid sum shall bear default interest at the

      rate per annum seven percent (7%). It will be in further default if the

      above amount due and payable remains unpaid and is not cured for a period

      of sixty (60) days and shall be cause for termination under Section 10.

 

4.     DEVELOPMENT SCHEDULE

 

4.1    The LICENSOR hereby grants to the LICENSEE the exclusive right to develop

      a minimum thirty six (36) Restaurants within the Territory according to

      the Development Schedule set forth below.

 

4.2    No provision of this Agreement creates a partnership between the Parties

      or any of them or makes a Party the agent of another Party for any

      purpose. Subject to any express provisions of this Agreement, a Party has

      no authority or power to bind, to contract in the name of, or to create a

      liability for any other Party in any way or for any purpose.

 

4.3    As further consideration for the execution of this Agreement, the LICENSEE

      agrees to open and maintain, as a minimum requirement, an overall rate of

      development of the Restaurants in the Territory set forth above, in

      accordance with the following Development Schedule:

 

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                                                             Total Number of New

Period Specified                                               Restaurants to be Opened

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Already opened                                                four (4) Restaurants

January 1, 2004 to December 31, 2004                          two (2) Restaurants

January 1, 2005 to December 31, 2005                          two (2) Restaurants

January 1, 2006 to December 31, 2006                          three (3) Restaurants

January 1, 2007 to December 31, 2007                          three (3) Restaurants

January 1, 2008 to December 31, 2008                          three (3) Restaurants

January 1, 2009 to December 31, 2009                          three (3) Restaurants

January 1, 2010 to December 31, 2010                          four (4) Restaurants

January 1, 2011 to December 31, 2011                          four (4) Restaurants

January 1, 2012 to December 31, 2012                          four (4) Restaurants

January 1, 2013 to December 31, 2013                          four (4) Restaurants

 

Total                                                         thirty six (36) Restaurants

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4.4    The LICENSEE shall select a site or sites for the performance of the

      Development Schedule. The LICENSEE shall notify the LICENSOR the selected

      site. It shall be LICENSEE'S responsibility, at its own cost, to prepare

      all required construction plans and specifications, in accordance with

      applicable laws, in order to obtain relevant Italian authorities

      approval/s. LICENSEE agrees to place or display at the Restaurants

      (interior and exterior) such signs, emblems, lettering, logos and display

      materials of the Restaurant in the manner and in such locations that meets

      the approval of the approving authority in Italy and is consistent with

      the Trademarks.

 

4.5    The LICENSEE shall notify the LICENSOR the opening of each new Restaurant

      in accordance with the Development Schedule and provide a copy of details

      of the location of the Restaurant as specified in Schedule D.

 

4.6    The LICENSEE shall not be in default under this Agreement in the event of

      delay to meet the Development Schedule, provided that the LICENSEE

      complies with Section 3 above and it is not in further default under

      Section 3.3.

 

4.7    LICENSOR grants the LICENSEE an option to discontinue the development of

      the Restaurants pursuant to the Development Schedule under this Agreement

      on January 1, 2009 provided that LICENSEE submits evidence to LICENSOR'S

      reasonable satisfaction that LICENSEE'S business of operating Restaurants

      is not up to its expectations. It shall be sufficient evidence for the

      LICENSOR the fact that the average ROI of the LICENSEE, calculated on a

      four (4) calendar years period from the date hereof, is equal or below

      twenty percent (20%). LICENSEE shall give the LICENSOR written notice of

      its election to discontinue development of Restaurants pursuant to the

      Development Schedule sixty (60) days prior January 1, 2009. LICENSOR

      agrees to give LICENSEE its written acknowledgment, not more than thirty

      (30) days after re