EXHIBIT 10.4

*** CERTAIN CONFIDENTIAL

INFORMATION CONTAINED IN THIS

DOCUMENT (INDICATED BY

ASTERISKS) HAS BEEN OMITTED

AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE

COMMISSION PURSUANT TO A

REQUEST FOR CONFIDENTIAL

TREATMENT UNDER 17 C.F.R.

SECTIONS 200.80(B)(4), 200.83 AND

230.406.



LOAN AND SECURITY
AGREEMENT



AMONG



BARBEQUES GALORE, INC.,

a California corporation



AND



BARBEQUES GALORE.ONLINE,

a California corporation



AND



UNION BANK OF CALIFORNIA, N.A.



November 23, 2004



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TABLE OF CONTENTS



|   |  |                                                       |  |                                                                  |  |   
|-- |  | ----------------------------------------------------- |  | ---------------------------------------------------------------- |  | --
|   | 
|   |  | Page                                                 
|1. |  | AMOUNT AND TERMS OF CREDIT                            |  | 1                                                               
|   |  |                                                       | 
|   |  | 1.1                                                   |  | Revolving Loans                                                  |  | 1 
|   |  |                                                       | 
|   |  | 1.2                                                   |  | RESERVED                                                         |  | 1 
|   |  |                                                       | 
|   |  | 1.3                                                   |  | RESERVED                                                         |  | 1 
|   |  |                                                       | 
|   |  | 1.4                                                   |  | RESERVED                                                         |  | 2 
|   |  |                                                       | 
|   |  | 1.5                                                   |  | Interest Rate Election Provisions                                |  | 2 
|   |  |                                                       | 
|   |  | 1.6                                                   |  | Letters of Credit                                                |  | 2 
|   |  |                                                       | 
|   |  | 1.7                                                   |  | Payment of Interest                                              |  | 5 
|   |  |                                                       | 
|   |  | 1.8                                                   |  | Fees                                                             |  | 6 
|   |  |                                                       | 
|   |  | 1.9                                                   |  | Repayment and Prepayment                                         |  | 7 
|   |  |                                                       | 
|   |  | 1.10                                                  |  | Term                                                             |  | 8 
|   |  |                                                       | 
|   |  | 1.11                                                  |  | Early Termination                                                |  | 8 
|   |  |                                                       | 
|   |  | 1.12                                                  |  | Accounting                                                       |  | 8 
|   |  |                                                       | 
|   |  | 1.13                                                  |  | Manner of Payment                                                |  | 8 
|   |  |                                                       | 
|   |  | 1.14                                                  |  | Application of Payments                                          |  | 9 
|   |  |                                                       | 
|   |  | 1.15                                                  |  | Use of Proceeds                                                  |  | 9 
|   |  |                                                       | 
|   |  | 1.16                                                  |  | All Obligations to Constitute One Obligation                     |  | 9 
|   |  |                                                       | 
|   |  | 1.17                                                  |  | Authorization to Make Loans                                      |  | 9 
|   |  |                                                       | 
|   |  | 1.18                                                  |  | Authorization to Debit or Charge Accounts                        |  | 10
|   |  |                                                      
|2. |  | CONDITIONS PRECEDENT                                  |  | 10                                                              
|   |  |                                                       | 
|   |  | 2.1                                                   |  | Conditions Precedent to Closing                                  |  | 10
|   |  |                                                       | 
|   |  | 2.2                                                   |  | Further Conditions to the Loans                                  |  | 11
|   |  |                                                      
|3. |  | REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS |  | 12                                                              
|   |  |                                                       | 
|   |  | 3.1                                                   |  | Corporate Existence; Compliance with Law                         |  | 12
|   |  |                                                       | 
|   |  | 3.2                                                   |  | Executive Offices; Corporate or Other Names; Conduct of Business |  | 12
|   |  |                                                       | 
|   |  | 3.3                                                   |  | Corporate Power; Authorization; Enforceable Obligations; Liens   |  | 12
|   |  |                                                       | 
|   |  | 3.4                                                   |  | Financial Statements and Projections; Books and Records          |  | 13
|   |  |                                                       | 
|   |  | 3.5                                                   |  | Material Adverse Change                                          |  | 14
|   |  |                                                       | 
|   |  | 3.6                                                   |  | Ownership of Property; Liens                                     |  | 14
|   |  |                                                       | 
|   |  | 3.7                                                   |  | Labor Matters                                                    |  | 15



-i-



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TABLE OF CONTENTS

(continued)



|   |  |                               |  |                                                                                                                                                                                                                                                                                                      |  |   
|-- |  | ----------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|   | 
|   |  | Page                         
|   |  | 3.8                           |  | Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness                                                                                                                                                                                                                            |  | 15
|   |  |                               | 
|   |  | 3.9                           |  | Government Regulation                                                                                                                                                                                                                                                                                |  | 15
|   |  |                               | 
|   |  | 3.10                          |  | Margin Regulations                                                                                                                                                                                                                                                                                   |  | 15
|   |  |                               | 
|   |  | 3.11                          |  | Taxes                                                                                                                                                                                                                                                                                                |  | 16
|   |  |                               | 
|   |  | 3.12                          |  | ERISA                                                                                                                                                                                                                                                                                                |  | 16
|   |  |                               | 
|   |  | 3.13                          |  | Litigation                                                                                                                                                                                                                                                                                           |  | 17
|   |  |                               | 
|   |  | 3.14                          |  | Intellectual Property                                                                                                                                                                                                                                                                                |  | 17
|   |  |                               | 
|   |  | 3.15                          |  | Full Disclosure                                                                                                                                                                                                                                                                                      |  | 17
|   |  |                               | 
|   |  | 3.16                          |  | Hazardous Materials                                                                                                                                                                                                                                                                                  |  | 17
|   |  |                               | 
|   |  | 3.17                          |  | Insurance                                                                                                                                                                                                                                                                                            |  | 18
|   |  |                               | 
|   |  | 3.18                          |  | Franchisee Accounts                                                                                                                                                                                                                                                                                  |  | 18
|   |  |                               | 
|   |  | 3.19                          |  | Inventory                                                                                                                                                                                                                                                                                            |  | 19
|   |  |                               | 
|   |  | 3.20                          |  | Payment of Obligations                                                                                                                                                                                                                                                                               |  | 20
|   |  |                               | 
|   |  | 3.21                          |  | Conduct of Business                                                                                                                                                                                                                                                                                  |  | 20
|   |  |                               | 
|   |  | 3.22                          |  | Further Assurances; Schedule Supplements; Other Matters                                                                                                                                                                                                                                              |  | 20
|   |  |                               | 
|   |  | 3.23                          |  | Collections and Proceeds of Collateral                                                                                                                                                                                                                                                               |  | 21
|   |  |                               | 
|   |  | 3.24                          |  | Financial Covenants                                                                                                                                                                                                                                                                                  |  | 22
|   |  |                              
|4. |  | NEGATIVE COVENANTS            |  | 22                                                                                                                                                                                                                                                                                                  
|   |  |                               | 
|   |  | 4.1                           |  | Borrower covenants and agrees (for itself and each of its Subsidiaries) that, without Banks prior written consent, from the Closing Date until the Termination Date, Borrower shall not,
and shall not permit any of its Subsidiaries to, directly or indirectly, by operation of law or otherwise: |  | 22
|   |  |                              
|5. |  | FINANCIAL REPORTS             |  | 24                                                                                                                                                                                                                                                                                                  
|   |  |                               | 
|   |  | 5.1                           |  | Reports and Notices                                                                                                                                                                                                                                                                                  |  | 24
|   |  |                               | 
|   |  | 5.2                           |  | Other Reports                                                                                                                                                                                                                                                                                        |  | 26
|   |  |                              
|6. |  | CREATION OF SECURITY INTEREST |  | 26                                                                                                                                                                                                                                                                                                  
|   |  |                               | 
|   |  | 6.1                           |  | Grant of Security Interest                                                                                                                                                                                                                                                                           |  | 26
|   |  |                               | 
|   |  | 6.2                           |  | Banks Rights                                                                                                                                                                                                                                                                                        |  | 27
|   |  |                               | 
|   |  | 6.3                           |  | Power of Attorney                                                                                                                                                                                                                                                                                    |  | 28
|   |  |                               | 
|   |  | 6.4                           |  | Grant of License to Use Intellectual Property Collateral                                                                                                                                                                                                                                             |  | 29
|   |  |                               | 
|   |  | 6.5                           |  | Reinstatement                                                                                                                                                                                                                                                                                        |  | 29



-ii-



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TABLE OF CONTENTS

(continued)



|    |  |                                        |  |                                               |  |   
|--- |  | -------------------------------------- |  | --------------------------------------------- |  | --
|    | 
|    |  | Page                                  
|7.  |  | EVENTS OF DEFAULT; RIGHTS AND REMEDIES |  | 30                                           
|    |  |                                        | 
|    |  | 7.1                                    |  | Events of Default                             |  | 30
|    |  |                                        | 
|    |  | 7.2                                    |  | Remedies                                      |  | 32
|    |  |                                        | 
|    |  | 7.3                                    |  | Waivers by Borrower                           |  | 33
|    |  |                                        | 
|    |  | 7.4                                    |  | Proceeds                                      |  | 34
|    |  |                                       
|8.  |  | SUCCESSORS AND ASSIGNS                 |  | 34                                           
|    |  |                                       
|9.  |  | YIELD PROTECTION                       |  | 34                                           
|    |  |                                        | 
|    |  | 9.1                                    |  | LIBOR Basis Determination                     |  | 34
|    |  |                                        | 
|    |  | 9.2                                    |  | Illegality                                    |  | 34
|    |  |                                        | 
|    |  | 9.3                                    |  | Increased Costs                               |  | 35
|    |  |                                        | 
|    |  | 9.4                                    |  | Effect On Other Revolving Loans               |  | 36
|    |  |                                        | 
|    |  | 9.5                                    |  | Capital Adequacy                              |  | 36
|    |  |                                        | 
|    |  | 9.6                                    |  | Federal Reserve System/Wire Transfers         |  | 36
|    |  |                                       
|10. |  | MISCELLANEOUS                          |  | 37                                           
|    |  |                                        | 
|    |  | 10.1                                   |  | Complete Agreement; Modification of Agreement |  | 37
|    |  |                                        | 
|    |  | 10.2                                   |  | Reimbursement and Expenses                    |  | 37
|    |  |                                        | 
|    |  | 10.3                                   |  | Indemnity                                     |  | 38
|    |  |                                        | 
|    |  | 10.4                                   |  | No Waiver                                     |  | 39
|    |  |                                        | 
|    |  | 10.5                                   |  | Severability                                  |  | 39
|    |  |                                        | 
|    |  | 10.6                                   |  | Conflict of Terms                             |  | 39
|    |  |                                        | 
|    |  | 10.7                                   |  | Notices                                       |  | 39
|    |  |                                        | 
|    |  | 10.8                                   |  | Section Titles                                |  | 40
|    |  |                                        | 
|    |  | 10.9                                   |  | Counterparts                                  |  | 41
|    |  |                                        | 
|    |  | 10.10                                  |  | Time of the Essence                           |  | 41
|    |  |                                        | 
|    |  | 10.11                                  |  | GOVERNING LAW; VENUE                          |  | 41
|    |  |                                        | 
|    |  | 10.12                                  |  | WAIVER OF JURY TRIAL                          |  | 42



-iii-



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LOAN AND SECURITY AGREEMENT



THIS LOAN AND SECURITY AGREEMENT(this Agreement), is entered into as of November 23, 2004, by and
among BARBEQUES GALORE, INC., a California corporation, and BARBEQUES GALORE.ONLINE, a California corporation (jointly and severally referred to herein, as Borrower), and UNION BANK OF CALIFORNIA, N.A. (Bank).



Capitalized terms used in this Agreement shall have the
meanings ascribed to them in Schedule A and, for purposes of this Agreement and the other Loan Documents, the rules of construction set forth in ScheduleA shall govern.



In consideration of the mutual covenants and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, and Bank agree as follows:



1. AMOUNT AND TERMS OF CREDIT



1.1 Revolving Loans.



(a) Advances. Subject to the terms and conditions of this Agreement, Bank shall extend Revolving Loans to Borrower from time to time until the
Commitment Maturity Date. The aggregate amount of Revolving Loans outstanding shall not exceed at any time Borrowing Availability. Borrower may repay at any time any outstanding Revolving Loans prior to the Commitment Maturity Date and any amounts
so repaid may be reborrowed, up to Net Borrowing Availability. Revolving Loans shall be evidenced by and repayable in accordance with the terms of this Agreement.



(b) Overadvances. Borrower shall immediately repay any Overadvance. Overadvances constitute Obligations that are
secured by the Collateral and entitled to all of the benefits of the Loan Documents.



(c) Request and Disbursement. Each request for a Revolving Loan shall, among other things, specify (1) the date of the proposed Revolving Loan, which shall be a Business Day, (2) the amount of the Revolving
Loan, (3) whether it is to be a Reference Rate Loan or a LIBOR Loan, and (4) the LIBOR Loan Period, if applicable. Any notice in connection with a requested Revolving Loan under this Agreement that is received by Bank after 11:00 a.m. (Pacific time)
on any Business Day, or at any time on a day that is not a Business Day, shall be deemed received by Bank on the next Business Day. Prior to 3:00 p.m. (Pacific Time) on the date of a Revolving Loan, Bank shall, subject to the satisfaction of the
conditions set forth in Section 2.2, disburse the amount of the requested Revolving Loan by deposit into the Disbursement Account.



1.2 RESERVED.



1.3 RESERVED.



1



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1.4 RESERVED.



1.5 Interest Rate Election Provisions.



(a) Any Revolving Loan shall, at the option of Borrower, be made either as a Reference Rate Loan or as a LIBOR Loan;
provided, that if written notice of a Default or Event of Default has occurred and is continuing, all Revolving Loans shall be made as Reference Rate Loans. If Borrower fails to give notice to Bank specifying whether any LIBOR Loan is to be
repaid or reborrowed on a Payment Date, such LIBOR Loan shall be repaid and then reborrowed as a Reference Rate Loan on the Payment Date. Borrower shall give to Bank irrevocable notice of a request for a LIBOR Loan by telephone or facsimile
transmission not later than two Business Days prior to the date of the proposed LIBOR Loan. Bank shall determine the applicable LIBOR Basis as of the second Business Day prior to the date of the requested LIBOR Loan. Each determination by Bank of a
LIBOR Basis shall, absent manifest error, be deemed final, binding, and conclusive upon Borrower. The LIBOR Loan Period for each LIBOR Loan shall be fixed at one, two, three, or six months. With respect to LIBOR Loans, (i) each LIBOR Loan shall be
in a principal amount of not less than $500,000 and in an integral multiple of $500,000, and (ii) at no time shall there be more than five tranches of LIBOR Loans outstanding.



(b) At least two Business Days prior to each Payment Date for a LIBOR Loan, Borrower shall give irrevocable written notice
to Bank specifying whether all or a portion of such LIBOR Loan outstanding on the Payment Date (i) is to be repaid and then reborrowed in whole or in part as a new LIBOR Loan, in which case such notice shall also specify the LIBOR Loan Period that
Borrower shall have selected for such new LIBOR Loan; provided, that if a Default or Event of Default has occurred and is continuing, then Borrower shall not have the option to repay and then reborrow such LIBOR Loan as a new LIBOR Loan, (ii)
is to be repaid and then reborrowed in whole or in part as a Reference Rate Loan, or (iii) is to be repaid and not reborrowed; provided, that any such reborrowings described in clause (i) above shall be in a principal amount of not less than
$500,000 and in an integral multiple of $500,000. Upon such Payment Date such LIBOR Loan will, subject to the provisions of this Agreement, be so repaid and, as applicable, reborrowed. Bank shall, upon the reasonable request of Borrower from time to
time, provide to Borrower such information with regard to the LIBOR Basis as Borrower may request.



1.6 Letters of Credit.



(a) Issuance. Subject to the terms and conditions of this Agreement, Bank agrees to incur, from time to time until the Commitment Maturity Date,
upon the request of Borrower and for Borrowers account, Letter of Credit Obligations by causing Letters of Credit to be issued by Bank. The aggregate face amount of all Letters of Credit outstanding at any time shall not exceed ***;
provided, that at no time shall the aggregate face amount of all Letters of Credit outstanding; plus, the outstanding Revolving Loans; plus, the sum of the Dilution Reserve, the Rent Reserve, if any, the Bank Products Reserve,
if any, and any other reserves established by Bank at such time and designated by Bank to be a reserve against Borrowing Availability, exceed the Borrowing Availability. The expiration date of any Letter of



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Credit shall not be later than the earlier of (i) 365 days from the date of issuance of such Letter of Credit and (ii) the Commitment Maturity Date. No
Letter of Credit shall have any automatic or evergreen renewal provisions.



(b) Advances Automatic. In the event that Bank shall make any payment on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Loan under
Section 1.1(a)notwithstanding Borrowers failure to satisfy the conditions precedent set forth in Section 2.



(c) Fees and Expenses. Borrower shall pay to Bank, as compensation for the Letter of Credit Obligations incurred hereunder, immediately upon
demand, all amounts necessary for Bank to meet all disbursements and payments of any kind or character, together with the Letter of Credit Fee and any interest, commissions and other charges, which Bank has incurred or will incur or to which Bank is
entitled in connection with the Letters of Credit or any draft drawn thereunder; provided, that prior to the Commitment Maturity Date, to the extent Revolving Loans are available and to the extent no Default or Event of Default has occurred
and is continuing, Borrower may, at its option, finance all or part of its reimbursement obligations under this Section 1.6by requesting a Revolving Loan.



(d) Request for Incurrence of Letter of Credit Obligations. Borrower shall give Bank at least five Business
Days prior written notice requesting the incurrence of any Letter of Credit Obligation, specifying the date such Letter of Credit Obligation is to be incurred, identifying the beneficiary to which such Letter of Credit Obligation relates and
describing the nature of the transactions proposed to be supported thereby. The notice shall be accompanied by the form of the Letter of Credit (which shall be acceptable to Bank). Notwithstanding anything contained herein to the contrary, Letter of
Credit applications by Borrower and approvals by Bank may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by Borrower and Bank.



(e) Obligation to Reimburse Bank. The obligation of Borrower to
reimburse Bank for payments made with respect to any Letter of Credit Obligation shall be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities. Such obligations of Borrower shall be paid
strictly in accordance with the terms hereof under all circumstances including the following circumstances:



(1) any lack of validity or enforceability of any Letter of Credit or this Agreement or the other Loan Documents or any other agreement;



(2) the existence of any claim, set-off, defense or other right which
Borrower or any of its Affiliates may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons for which any such transferee may be acting), Bank or any other Person, whether in connection with this Agreement,
the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (including any underlying transaction between Borrower or any of its Affiliates and the beneficiary for which the Letter of Credit was procured);



3



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(3) any draft, demand, certificate or any other document presented under any Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;



(4) payment by Bank (except as otherwise expressly provided in Section1.6(f)(3)) under any Letter of Credit against presentation of a
demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit;



(5) any other circumstance or happening whatsoever, which is similar to any of the foregoing; or



(6) the fact that a Default or an Event of Default shall have occurred and
be continuing.



(f) Responsibilities. As between Bank
and Borrower, Borrower assumes all risks of the acts and omissions of, or misuse of, any Letter of Credit by beneficiaries of any Letter of Credit. To the fullest extent permitted by law, Bank shall not be responsible: (1) for the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document issued by any Person in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (2) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason; (3) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided, that, in the
case of any payment by Bank under any Letter of Credit, Bank shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in
determining that the demand for payment under such Letter of Credit complies on its face with any applicable requirements for a demand for payment under such Letter of Credit; (4) for errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex, facsimile or otherwise, whether or not they be in cipher; (5) for errors in interpretation of technical terms; (6) for any loss or delay in the transmission or otherwise of any document
required in order to make a payment under any Letter of Credit or of the proceeds thereof; (7) for the credit of the proceeds of any drawing under any Letter of Credit; and (8) for any consequences arising from causes beyond the control of Bank.
None of the above shall affect, impair, or prevent the vesting of any of Banks rights or powers under this Agreement.



(g) Governing Documents. The Letters of Credit shall be governed by this Agreement and Banks customary Letter of Credit application
agreement to be entered into between Bank and Borrower, to the extent its terms are in addition to and not inconsistent with the terms of this Agreement. The Uniform Customs and Practice for Documentary Credits as published by the International
Chamber of Commerce most recently at the time of issuance of any Letter of Credit shall apply to all such Letters of Credit. Borrower shall comply with Banks regulations and interpretations in connection with the Letters of Credit and drafts
related thereto, notwithstanding any difference in Borrowers interpretation. Neither Bank, nor any of Banks



4



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correspondents, shall be liable for any error, negligence or mistake, whether of omission or commission, in following
Borrowers instructions or those contained in any Letter of Credit or draft related to any Letter of Credit or of any modification, amendment or supplement of any Letter of Credit.



1.7 Payment of Interest.



(a) Revolving Loans. Interest on Revolving Loans shall be payable as follows:



(1) Reference Rate Loans. Interest on each outstanding Reference Rate Loan shall be computed for the actual number
of days elapsed on the basis of a year of 360 days and shall be payable to Bank in arrears (i) on the first Business Day of each calendar month after the Closing Date, (ii) on the Commitment Maturity Date, and (iii) if any interest accrues or
remains payable after the Commitment Maturity Date or during the continuance of an Event of Default, upon demand by Bank. Interest shall accrue and be payable on each Reference Rate Loan at a per annum interest rate equal to the Reference Rate.



(2) LIBOR Loans. Interest on each outstanding LIBOR
Loan shall be computed for the actual number of days elapsed on the basis of a year of 360 days and shall be payable to Bank in arrears (i) on the last day of the applicable LIBOR Loan Period in the case of any LIBOR Loan with a LIBOR Loan Period of
one, two, or three months, (ii) on the 90th day and the last day of the applicable LIBOR Loan Period in the case of any LIBOR Loan with a LIBOR Loan Period of six months, (iii) on the Commitment Maturity Date, and (iv) if any interest accrues or
remains payable after the Commitment Maturity Date or during the continuance of an Event of Default, upon demand by Bank. Interest shall accrue and be payable on each Revolving Loan made as a LIBOR Loan at a per annum interest rate equal to the
LIBOR Basis applicable to such LIBOR Loan ***; provided, that if Borrower accepts the deposit account(s) and cash management service(s) offered by Bank for Borrowers California locations in connection with the Credit Facilities within
six months of the Closing Date, then such interest shall accrue and be payable on each Revolving Loan made as a LIBOR Loan at a per annum interest rate equal to the LIBOR Basis applicable to such LIBOR Loan ***.



(b) RESERVED.



(c) RESERVED.



(d) RESERVED.



(e) Default Rate. Upon written notice to Borrower of the occurrence
and during the continuance of a Default or an Event of Default, interest on all outstanding Obligations shall, upon the election of Bank, confirmed by written notice from Bank to Borrower, accrue and be payable at the Default Rate. Interest accruing
at the Default Rate shall be payable to Bank, on demand and in any event on the Commitment Maturity Date. Bank shall not be required to (1) accelerate the maturity of the Loans, or (2) exercise any other rights or remedies under the Loan Documents,
in order to charge the Default Rate. Upon the written notice to Borrower of the occurrence and during the continuance of a Default or an Event of Default specified in Sections7.1(e), (f), or (g), the interest rate shall
be increased to the Default Rate at the Banks option.



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Maximum Rate of Interest. In no event shall the aggregate of all interest on the Obligations charged or
collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. In the event that such a court determines that Bank has
charged or received interest under this Agreement in excess of the highest applicable rate, the rate in effect under this Agreement shall automatically be reduced to the maximum rate permitted by Applicable Law and Bank shall promptly apply such
excess to reduce the principal balance of the Obligations, or if the principal balance of the Obligations owing have been paid in full, Bank shall promptly apply such excess to reduce any other Obligations, and if all Obligations have been paid in
full, then Bank shall refund to Borrower any interest received by Bank in excess of the maximum lawful rate; provided, that if at any time thereafter the rate of interest payable hereunder is less than the highest applicable rate, Borrower
shall continue to pay interest hereunder at the highest applicable rate, until such time as the total interest received by Bank from the making of Loans hereunder is equal to the total interest that Bank would have received had the interest rate
payable hereunder been (but for the operation of this Section1.8) the interest rate payable since the Closing Date as otherwise provided in this Agreement. It is the intent of this Agreement that Borrower not pay or contract to pay,
and that Bank not receive or contract to receive, directly or indirectly, interest in excess of that which may be paid by Borrower under Applicable Law.



1.8 Fees. Borrower shall pay to Bank:



(a) RESERVED.



(b) Unused Line Fee. An Unused Line Fee, payable in arrears on the first Business Day of each calendar month, beginning on the first Business Day
of the month following the month in which the Closing Date occurs, and on the Commitment Maturity Date.



(c) Letter of Credit Fee. A Letter of Credit Fee, payable in arrears on the first Business Day of each calendar month, and on the Commitment
Maturity Date, together with all other standard and customary fees of Bank in connection with the Letters of Credit, including those fees provided for in any Letter of Credit application agreement to be entered into between Bank and Borrower and
Banks regulations, interpretations and published schedules of fees in connection with outstanding Letters of Credit, payable in accordance with such regulations, interpretations and schedules. Upon written notice to Borrower of the occurrence
and during the continuance of an Event of Default, Borrower shall, upon the election of Bank, confirmed by written notice from Bank to Borrower, pay to Bank the Default Letter of Credit Fee, which shall be payable in lieu of the Letter of Credit
Fee. Upon written notice to Borrower of the occurrence and during the continuance of an Event of Default specified in Sections 7.1(e), (f), or (g), the Letter of Credit Fee shall be increased automatically to the Default Letter
of Credit Fee without the necessity of any action by Bank.





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(d) Audit Fee. An audit fee of $750 per day per field auditor, plus reasonable out-of-pocket
expenses for each financial analysis and examination of Borrower and the Collateral performed by Bank or its agents, plus any other fees and expenses incurred by Bank with respect to any field examination of Borrower or the Collateral, when and as
incurred up to a maximum number of audit days of 20 for each 12-month period prior to the Commitment Maturity Date; provided, that if a Default or Event of Default has occurred and is continuing, there shall be no maximum limit on the audit
fees payable by Borrower under this Section1.9(d).Such fee shall be fully earned when due and non-refundable when paid.



(e) RESERVED.



(f) Inventory Appraisal Fees. Bank may retain independent appraisers to conduct appraisals of the Inventory at Borrowers reasonable expense
up to a maximum amount of $20,000 every 12 months during the term of this Agreement; provided, that such limitation shall not apply if a Default or Event of Default has occurred and is continuing.



1.9 Repayment and Prepayment.



(a) Revolving Loans. Borrower shall pay the principal balance of the
Revolving Loans and all other Obligations in full on the Commitment Maturity Date. The principal amount of any Reference Rate Loan may be prepaid prior to the Commitment Maturity Date at any time. The principal amount of any LIBOR Loan together with
all accrued and unpaid interest thereon may be prepaid prior to the applicable Payment Date, upon five Business Days prior notice to Bank; provided, that Borrower shall reimburse Bank at such time for any out-of-pocket expense incurred
by Bank or other Bank charges in connection with such prepayment, as set forth in Sections 1.12and 10.2.Each notice of prepayment shall be irrevocable.



(b) RESERVED.



(c) RESERVED.



(d) RESERVED.



(e) Minimum Loan Balance. If, as of each annual anniversary of the Closing Date through the Termination Date, the average Daily Balance
outstanding during such annual period shall be less than the Minimum Loan Balance, then there shall be a charge for such annual period immediately due to Bank from Borrower, in addition to any interest and other Obligations due under this Agreement,
in the positive amount equal to: (i) the excess, if any, of the Minimum Loan Balance over the actual amount of the average Daily Balance so calculated; multiplied by (ii) 3%. If the result of the equation set forth in the preceding sentence
is a negative amount, then no charge shall be due under this Section 1.10(e). The charge due pursuant to the terms of this Section 1.10(e)shall be immediately payable upon the earlier of (A) the date on which such charge arises during
the term of this Agreement and (B) the Termination Date.



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1.10 Term. The Credit Facilities shall be in effect until the Commitment Maturity Date. The Credit
Facilities and all other Obligations related thereto shall be automatically due and payable in full on the Commitment Maturity Date, unless earlier due and payable or terminated as provided in this Agreement.



1.11 Early Termination. The Credit Facilities may be terminated, in
whole and not in part, prior to the Commitment Maturity Date, on the last Business Day of any calendar month, upon 90 calendar days prior written notice to Bank; provided, that at such time Borrower shall (a) prepay all amounts
outstanding under the Credit Facilities, (b) cause the outstanding Letters of Credit to be canceled and returned to Bank or provide Bank with a standby letter of credit or collateral therefor that, in each case, is acceptable to Bank in its sole
discretion, (c) pay all accrued interest thereon and fees and charges incurred in connection therewith, and (d) reimburse Bank for any reasonable and actual out-of-pocket expenses incurred by Bank in connection with such prepayment and termination;
provided, further, that if the Revolving Loans are terminated during the period commencing on the Closing Date and ending one year after the Closing Date, Borrower shall pay to Bank, in addition to the forgoing amounts and the amounts
payable as provided in Section 10.2, as liquidated damages and compensation for the costs of being prepared to make funds available hereunder, an amount equal to 0.50% multiplied by the Maximum Amount (the Early Termination
Fee); provided, further, that Borrower will not be required to pay the Early Termination Fee if at the time Bank receives written notice of such termination from Borrower the aggregate amount of reserves established by Bank,
other than the Dilution Reserve, the Rent Reserve, if any, and the Bank Products Reserve, if any, exceeds $200,000.



1.12 Accounting. Bank shall provide a monthly accounting to Borrower of the Loans, Letter of Credit Obligations and other transactions under this
Agreement, including Banks calculation of principal, interest, expenses and the Borrowing Base during the preceding month. Each and every such accounting shall, absent manifest error, be deemed final, binding and conclusive upon Borrower,
unless Borrower, within 30 days after the date any such accounting is rendered, provides Bank with written notice of any objection which Borrower may have to any item in such accounting, describing the basis for such objection with specificity. In
that event, only those items expressly objected to in such notice shall be deemed to be disputed by Borrower and Banks determination, based upon the facts available, of any such disputed item shall, absent manifest error, be deemed final,
binding and conclusive upon Borrower.



1.13 Manner of
Payment.



(a) When Payments Due.



(1) Each payment (including any prepayment) by Borrower on account of the
principal of or interest on the Loans and any other amount owed to Bank on account of the Obligations shall be made not later than 1:00 p.m. (Pacific time) on the date specified for payment under this Agreement to Bank in lawful money of the United
States and in immediately available funds. Any payment received by Bank on a day that is not a Business Day or after 1:00 p.m. (Pacific Time) on a Business Day, shall be deemed received on the next Business Day.





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(2) If any payment on any Obligation is specified to be made upon a day that is not a Business Day, it
shall be deemed to be specified to be made on the next succeeding day that is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.



(b) No Deductions. Borrower shall pay principal, interest, fees, and
all other amounts due on the Obligations without set-off or counterclaim or any deduction whatsoever.



(c) Inadequate Payments. If, on the date on which any amount (including any payment of principal, interest or other costs and expenses) shall be
due and payable by Borrower to Bank, the amount received by Bank from Borrower or withdrawn by Bank from the Control Account pursuant to Section 3.23(b) shall not be adequate to pay the entire amount then due and payable, then Bank shall be
authorized, but shall not be obligated, to make a Reference Rate Loan to Borrower in the amount of the deficiency.



1.14 Application of Payments. Borrower irrevocably waives the right to direct the application of any and all payments received at any time by Bank
from or on behalf of Borrower and specifically waives the provisions of California Civil Code sections 1479 and 2822 or similar provisions under any other Applicable Law giving Borrower the right to designate application of payments. Borrower
irrevocably agrees that Bank shall have the continuing exclusive right to determine the order and method of the application of payments against the then due and payable Obligations of Borrower in Banks sole discretion and to revise such
application prospectively or retroactively in Banks sole discretion.



1.15 Use of Proceeds. The proceeds of the Loans shall be used by Borrower as follows:



(a) All Revolving Loans shall be used to refinance Borrowers existing debt with Merrill Lynch Business Financial Services, Inc., a Delaware
corporation, for payments to Australian Parent, and for general working capital needs and other corporate purposes;



(b) RESERVED.



(c) RESERVED.



1.16 All Obligations to Constitute One Obligation. All Obligations related to the Credit Facilities constitute one general obligation of Borrower
and shall be secured by Banks Liens upon all of the Collateral, and by all other Liens previously, now or at any time in the future granted by Borrower to Bank, to the extent provided in the Collateral Documents.



1.17 Authorization to Make Loans. Bank is authorized to make the Loans
and issue the Letters of Credit based on telephonic or other oral or written instructions received from any Person that Bank believes in good faith to be an authorized representative of Borrower, or at the discretion of Bank from time to time and
without prior notice to Borrower, if such Loans are necessary to satisfy any of the Obligations including any principal, interest, fees, costs and



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expenses and all other payments as and when due and payable under any Loan Documents. Borrower consents to the
recordation of any telephonic or other communications between Bank and Borrower for the purpose of maintaining Banks business records of such transactions.



1.18 Authorization to Debit or Charge Accounts. Borrower hereby authorizes Bank to debit or charge any of
Borrowers bank accounts with Bank, from time to time and without prior notice to Borrower, to the extent necessary to pay for any principal, interest, fees, costs and expenses and all other payments as and when due and payable under any Loan
Documents.



2. CONDITIONS PRECEDENT



2.1 Conditions Precedent to Closing. Bank shall not be obligated to
make any of the Loans or incur any Letter of Credit Obligations, or to take, fulfill, or perform any other action under this Agreement, until the following conditions have been satisfied prior to Closing or waived in writing by Bank:



(a) Bank shall have received each of the Loan Documents, each duly executed
by the appropriate parties and in form and substance satisfactory to Bank;



(b) all of the assets supporting the initial Loans to be made and Letters of Credit to be issued, and the amount, if any, of the reserves to be established on the Closing Date, shall be sufficient in value to provide
Borrower with Net Borrowing Availability of not less than 10% of the Borrowing Base (after giving effect to such initial Loans, Letters of Credit and reserves), sufficient to pay Borrowers accounts payable within thirty (30) days of due date
and without any increase in Borrowers other current liabilities above the average of those reflected on Borrowers balance sheet for the three months preceding the Closing Date;



(c) payment by Borrower of the fees, costs, and expenses of closing
(including fees of counsel to Bank presented as of the Closing Date);



(d) no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain or prohibit, or to obtain damages in
respect of, or which is related to or arises out of, this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby or thereby and which, in Banks sole judgment, would make it inadvisable to consummate
the transactions contemplated by this Agreement or any other Loan Document;



(e) Bank shall have completed its business and legal due diligence, including a roll-forward of its previous collateral audit, with results satisfactory to Bank;



(f) all of the representations and warranties of Borrower under this
Agreement shall be true and correct, and Bank shall have received a certificate, dated as of the Closing Date, to that effect signed by an Authorized Signatory;





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(g) no Material Adverse Effect shall have occurred since the most recent Financial Statement delivered
to Bank prior to the Closing Date; and



(h) Bank shall have
received a Subordination Agreement executed by the appropriate Australian Bank in form and substance satisfactory to Bank.



If any other term of any Loan Document should conflict, or appear to conflict, with this Section 2.1,the terms of this Section 2.1shall
control, and Borrower shall have no rights under this Agreement or any other Loan Document until each of the conditions of this Section 2.1has been complied with to Banks satisfaction or specifically waived in a writing by Bank.



2.2 Further Conditions to the Loans. It shall be a
further condition to the funding of any Loan or the incurrence of any Letter of Credit Obligation that the following statements be true on the date of each such funding, advance or incurrence, as the case may be:



(a) all of the representations and warranties of Borrower under this
Agreement and the other Loan Documents shall be true and correct at such date, except to the extent any such representations and warranties relate to an earlier date, both before and after giving effect to the funding of such Loan or the issuance of
such Letter of Credit, and Bank shall have received, if it so elects, a certification to that effect signed by an Authorized Signatory;



(b) After giving effect to the requested Revolving Loan, an Overadvance shall have not occurred;



(c) no event shall have occurred and be continuing, or would result from the
funding, advance or incurrence of any Loan or Letter of Credit Obligation, which constitutes or would constitute a Default or an Event of Default or result in a Material Adverse Effect; and



(d) Bank shall have received all other reports, certificates, statements or
opinions in connection with the funding or incurrence of any Loan or Letter of Credit Obligation as Bank may reasonably request in accordance with this Agreement.



The request and acceptance by Borrower of the proceeds of the Loans and the incurrence of any Letter of Credit Obligations
by Bank shall be deemed to constitute, as of the date of such Loan or incurrence of such Letter of Credit Obligations, (1) a representation and warranty by Borrower that the conditions in this Section2.2 have been satisfied and (2) a
confirmation by Borrower of the granting and continuance of Banks Liens pursuant to the Collateral Documents.



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3. REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS



Borrower represents, warrants and agrees that from and after the Closing
Date and until the Termination Date:



3.1 Corporate
Existence; Compliance with Law. Borrower and each of its Subsidiaries: (a) is, as of the Closing Date, and will continue to be (1) a corporation or limited liability company, as the case may be, duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (2) duly qualified to do business and in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification
and in which the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect, (3) in compliance with its articles of incorporation and by-laws or operating agreement, as applicable, and any other
organizational documents, and (4) in compliance in all material respects with all Applicable Laws; and (b) has and will continue to have (1) the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise
encumber and operate its properties, to lease the property it operates under lease, and to conduct its business as now, previously or proposed to be conducted, and (2) all licenses, permits, franchises, rights, powers, consents or approvals from or
by all Persons or Governmental Authorities having jurisdiction over Borrower or any of its Subsidiaries which are necessary or appropriate for the conduct of its business. As of the Closing Date, Borrower and each of its Subsidiaries has made and
will continue to make all filings with any Governmental Authority that are necessary or appropriate for the conduct of its business and has given and will continue to give all notices to the extent required for the ownership and operation of its
property and the conduct of its business.



3.2 Executive
Offices; Corporate or Other Names; Conduct of Business. Borrowers and each of its Subsidiaries name as is appears in official filings in the state of its incorporation or other organization, the type of entity of Borrower and each of
its Subsidiaries (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by Borrowers and each of its Subsidiaries state of incorporation or organization or a
statement that no such number has been issued, the locations of Borrowers and each of its Subsidiaries state of incorporation or organization, chief executive office, principal place of business, corporate offices, warehouses, other
locations of Collateral and locations where all of Borrowers and each of its Subsidiaries records with respect to Collateral are kept are as set forth in Schedule 3.2 and, except as set forth in such Schedule, such
locations have not changed during the preceding twelve months. As of the Closing Date, during the prior five years, except as set forth in Schedule 3.2, neither Borrower nor any of its Subsidiaries has been known as or conducted
business in any other name. Neither Borrower nor any of its Subsidiaries shall change (a) its name, (b) the type of legal entity that it is, (c) the organizational identification number issued by the state of its organization, (d) its chief
executive office, (e) its principal place of business, (f) its corporate offices, (g) its warehouses or other Collateral locations, (h) the location of its records concerning the Collateral, or (i) the jurisdiction of its organization, without, in
each instance, giving 30 days prior written notice thereof to Bank and taking all actions deemed necessary or appropriate by Bank to protect and perfect Banks Liens continuously upon the Collateral. Borrower and each of its
Subsidiaries shall each have only one state of organization.



3.3 Corporate Power; Authorization; Enforceable Obligations; Liens.



(a) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party, and the creation of all Liens



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provided for in this Agreement and the other Loan Documents: (i) are and will continue to be within Borrowers and
each of its Subsidiaries power; (ii) have been and will continue to be duly authorized by all necessary or proper action; (iii) are not and will not be in contravention of any provision of Borrowers or any of its Subsidiaries
charter, by-laws, operating agreement or other organizational documents; (iv) do not and will not violate any Applicable Law, or any order or decree of any court or Governmental Authority; (v) do not and will not conflict with or result in the
breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower or any of its Subsidiaries is a party or by which Borrower
or any of its Subsidiaries or any of their property is bound; (vi) do not and will not result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the Collateral; and (vii) do not and will not require the consent or
approval of any Governmental Authority or any other Person. As of the Closing Date, each Loan Document shall have been executed and delivered for the benefit of or on behalf of Borrower and each of its Subsidiaries, and each such Loan Document shall
then be and will continue to be a legal, valid and binding obligation of Borrower and, to the extent applicable, each of its Subsidiaries, to which it is a party, enforceable against it in accordance with its terms, subject, as to enforceability, to
applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors rights generally, and to general principles of equity.



(b) With respect to Banks Liens in the Collateral: (i) upon and as a result of the filing by Bank of appropriate financing statements in the
jurisdictions listed in Schedule 6.1 and the taking of other actions set forth therein, Banks Liens in the Collateral are and will be fully perfected Liens on all Collateral, which Liens are and will, after execution of the
Subordination Agreement, and until the Termination Date, be enforceable as first priority, fully perfected Liens as against all other creditors of, and purchasers from, Borrower and each of its Subsidiaries granting a Lien in Collateral (other than
purchasers and lessees of Inventory in the ordinary course of business and non-exclusive licensees of General Intangibles in the ordinary course of business); (ii) all action necessary or desirable to protect and perfect such Liens in favor of Bank
in all of the Collateral has been duly taken including all actions necessary to grant Bank control of any Deposit Accounts or Letter of Credit Rights owned by Borrower and each of its Subsidiaries granting a Lien in Collateral, with any
agreements establishing control to be in form and substance satisfactory to Bank; (iii) except for Permitted Liens on Collateral, other than Franchisee Accounts and Inventory, Borrower (and any of its Subsidiaries granting a Lien in Collateral) is
and has rights in and the power to transfer each such item of the Collateral (other than consigned goods specifically identified in Schedule 6.1), free and clear of any and all other Liens; and (iv) no effective security agreement,
mortgage, deed of trust, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is or will be on file or of record in any public office, except those filed by Borrower (and
any of its Subsidiaries granting a Lien to Bank in the Collateral) in favor of Bank pursuant to the Loan Documents, and those relating to other Permitted Liens.



3.4 Financial Statements and Projections; Books and Records. Borrower has delivered as of the Closing Date (a) the Financial Statements for its
most recently ended Fiscal Year and Fiscal Month, which Financial Statements are true, correct and complete and fairly and accurately present the financial condition of Borrower as of the date of each Financial Statement, in accordance with GAAP,
and (b) the Projections, which Projections have been prepared in good faith, and are based upon facts and assumptions that are reasonable under the current and foreseeable circumstances and are disclosed in the Projections.



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3.5 Material Adverse Change. Except as described on Schedule3.5, since the date of
Borrowers most recent Financial Statements delivered to Bank: (a) neither Borrower nor any of its Subsidiaries, has incurred any obligations, contingent or non-contingent liabilities, or liabilities for Charges, long-term leases or unusual
forward or long-term commitments which are not reflected in the pro forma balance sheet of Borrower and which could, alone or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) there has been no material deviation from
the Projections delivered at or prior to the Closing Date; (c) no contract, lease, agreement or other instrument to which Borrower has become a party or by which it or any of its properties or assets is bound or affected, and no provision of
Applicable Law has had or could reasonably be expected to have a Material Adverse Effect; (d) neither Borrower nor any of its Subsidiaries either has knowledge of or has been notified that it is in default, and to such Persons knowledge no
third party is in default under or with respect to any material contract, agreement, lease or other instrument to which it is a party, which could, alone or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (e) no event
has occurred, and Borrower will not and will not allow any of its Subsidiaries to, permit any event or events, which could, alone or in the aggregate, reasonably be expected to have a Material Adverse Effect.



3.6 Ownership of Property; Liens. As of the Closing Date, the real
estate listed in Schedule 3.6 constitutes all of the real property owned, leased, or used in its or its Subsidiaries business, and Borrower and each of its Subsidiaries will not execute any material agreement or contract in
respect of any real estate after the Closing Date without giving 15 days prior written notice thereof to Bank. Borrower and each of its Subsidiaries holds and will continue to hold valid and marketable fee simple title to all of its owned real
estate and valid and marketable leasehold interests in all of its leased real estate, and has rights in and the power to transfer each item of Collateral upon which it purports to grant a Lien under this Agreement, none of the properties and assets
of Borrower or any of its Subsidiaries are or will be subject to any Liens, except Permitted Liens. All permits required to allow the real property owned or leased by Borrower and each of its Subsidiaries to be lawfully occupied and used, for all of
the purposes for which they are occupied and used on the Closing Date, have been lawfully issued and are in full force and effect, and that all such permits will be obtained and maintained. With respect to the Ontario, California location identified
on Schedule3.2, a Landlords Waiver has been obtained. Borrower will obtain and will cause each of its Subsidiaries to obtain a similar Landlords Waiver or mortgagees agreement in form acceptable to Bank from
any lessor or mortgagee of any leased or acquired premises after the Closing Date; provided, that Inventory valued, in the aggregate, at $1,500,000 or more is located on such premises and the jurisdiction in which such premises is located
provides a statutory lien in favor of such lessor or mortgagee. If Borrower has not delivered a Landlords Waiver for the Ontario, California location identified on Schedule 3.2 or a similar Landlords Waiver or mortgagee agreement
acceptable to Bank for any leased or acquired premises after the Closing Date, then a Rent Reserve shall be established against the Borrowing Base with respect to such premises.





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3.7 Labor Matters. As of the Closing Date, there are no strikes or other labor disputes against
Borrower or any of its Subsidiaries that are pending or, to Borrowers knowledge, threatened. Schedule3.7 identifies each collective bargaining agreement, management agreement with an executive officer, or any other
material employment agreement to which Borrower or any of its Subsidiaries is a party that is in effect as of the Closing Date, and a copy of each such agreement has been made available to Bank. Promptly upon the execution of any such agreement or
incurrence of such obligation after the Closing Date and until the Termination Date, Borrower shall provide and shall cause each of its Subsidiaries to provide to Bank prompt written notice of such event and a copy of such agreement. As of the
Closing Date (a) there is no organizing activity involving Borrower or any of its Subsidiaries pending or, to Borrowers knowledge, threatened, planned or contemplated by any labor union or group of employees, (b) there are no representation
proceedings pending or, to Borrowers knowledge, threatened, planned or contemplated with the National Labor Relations Board, and (c) no labor organization or group of employees of Borrower or any of its Subsidiaries has pending any demand for
recognition, and Borrower shall give to Bank prompt written notice of any of the foregoing occurring after the Closing Date.



3.8 Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness. Borrower has no Subsidiaries as of the Closing Date. Schedule3.8 sets forth, as of the Closing Date, all outstanding Stock and Indebtedness of Borrower and each of its Subsidiaries, and the holders (including group or affiliated holders known to Borrower or any of its Subsidiaries) of 10% or
more of the Stock of each such Person. After the Closing Date Borrower will give Bank prompt notice of (a) each issuance of Stock or change in ownership representing a sale or issuance of 10% or more of the ownership of any of its or any of its
Subsidiaries Stock, (b) any issuance or transfer of its or any of its Subsidiaries Stock, and (c) each Change of Control of Borrower or any of its Subsidiaries.



3.9 Government Regulation. Neither Borrower nor any of its Subsidiaries, is (a) in violation of any Applicable Law,
which violation has or could reasonably be expected to have a Material Adverse Effect, or (b) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any
court or Governmental Authority, in each case which has or could reasonably be expected to have a Material Adverse Effect.



3.10 Margin Regulations. Borrower does not and will not own nor will Borrower permit any of its Subsidiaries to own any margin
security, as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System (the Federal Reserve Board), and none of the proceeds of the Loans will be used directly or indirectly for (a) purchasing or
carrying any margin security, (b) reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security, or (c) any purpose which might cause any of the Loans or this Agreement to be considered a purpose
credit within the meaning of Regulations T, U or X of the Federal Reserve Board.



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3.11 Taxes.



(a) All tax returns, reports and statements required by any Governmental Authority to be filed by or on behalf of Borrower
or any of its Subsidiaries have, as of the Closing Date, been filed and will, until all Obligations have been paid or performed in full, be filed with the appropriate Governmental Authority, and all Charges and other impositions shown thereon have
been and will be paid when due. Proper and accurate amounts have been and will be withheld by Borrower and each of its Subsidiaries from its respective employees for all periods in full and complete compliance with the tax, social security and
unemployment withholding provisions of all Applicable Law, and such withholdings have and will be timely paid to the respective Governmental Authorities. Except as set forth in Schedule 3.11, neither Borrower nor any of its
Subsidiaries: (1) has executed or filed, or will execute or file, with any Governmental Authority, any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges; (2) has agreed
or been requested to make any adjustment in accounting method; (3) is a party to any tax sharing agreement; or (4) is currently being audited by any Governmental Authority. There are no assessments or threatened assessments outstanding against
Borrower or any of its Subsidiaries.



(b) Borrower and each of
its Subsidiaries may contest, by proper legal actions or proceedings, the validity or amount of any Charges; provided, that at the time of commencement of any such action or proceeding: (1) adequate reserves with respect thereto are
established on the books of the contesting Person in accordance with GAAP; (2) such contest operates to suspend collection of the contested Charges and is maintained and prosecuted continuously with diligence; (3) none of the Collateral would be
subject to forfeiture or loss of Lien thereby; (4) no Lien shall be imposed or be attempted to be imposed by any Governmental Authority for such Charges or claims during such action or proceeding; (5) the contesting Person shall promptly pay or
discharge any contested Charge and shall deliver to Bank evidence acceptable to Bank of such compliance, payment or discharge, if such contest is terminated or discontinued adversely; and (6) Bank has not advised Borrower in writing that Bank
reasonably believes that nonpayment or nondischarge thereof could reasonably be expected to have a Material Adverse Effect.



3.12 ERISA.



(a) Schedule 3.12 lists all of Borrowers and each of its ERISA Affiliates Plans. Borrower is and will remain and will cause
each of its ERISA Affiliates to remain in compliance with (1) ERISA and (2) all requirements of each Plan, and each Plan complies with and is operated, and will continue to be operated, in compliance with ERISA and all other Applicable Law in all
respects. All required contributions have been and will continue to be made in accordance with the provisions of each of Borrowers and its ERISA Affiliates Plans, Borrower has not engaged or will engage, nor will it permit any of its
ERISA Affiliates to engage, in a prohibited transaction, as defined in Section 4975 of the IRC or Section 406 of ERISA.



(b) Borrower shall notify Bank immediately in writing upon the occurrence of any Reportable Event or a prohibited transaction with respect to any Plan of
Borrower or any of its ERISA Affiliates, or the institution or threatened institution by the PBGC of proceedings under ERISA to terminate or to partially terminate any such Plan, or the



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commencement or threatened commencement of any litigation against any Plan, its fiduciaries or its assets, or against
Borrower or any of its Subsidiaries or any ERISA Affiliate in connection with any Plan.



3.13 Litigation. As of the Closing Date, except as disclosed in Schedule 3.13, to Borrowers knowledge no Claim is pending or threatened against Borrower or any of its Subsidiaries that (a)
challenges any such Persons right or ability, to enter into or perform any of its Obligations under the Loan Documents, the validity or enforceability of any Loan Document or any action taken thereunder, or (b) whether or not determined
adversely, could reasonably be expected to have a Material Adverse Effect. Borrower shall notify Bank in writing promptly upon learning of the existence or commencement of any Claim commenced or threatened against it or any of its Subsidiaries that:
(1) could reasonably be expected to have a Material Adverse Effect whether or not determined adversely; or (2) regardless of amount (i) includes any demand for injunctive relief, (ii) alleges criminal misconduct by Borrower or any of its
Subsidiaries, or (iii) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Liabilities and Costs.



3.14 Intellectual Property. As of the Closing Date, Borrower and each of its Subsidiaries owns or has the right to use and will own or have the
right to use all Intellectual Property necessary to continue to conduct its business as now or heretofore conducted by it and each such item (that is registrable) of Intellectual Property is listed, together with application or registration numbers,
where applicable, in Schedule 3.14. Borrower is not aware of any infringement or claim of infringement by others of any Intellectual Property of Borrower. Borrower will give Bank prompt written notice of any change in the status of any
of its or its Subsidiaries Intellectual Property. Borrower conducts and will continue to conduct and will cause each of its Subsidiaries to conduct its affairs and business without infringing upon any Intellectual Property of any other Person
in a manner that could reasonably be expected to have a Material Adverse Effect. Borrower shall notify Bank in writing immediately if it (a) knows or discovers that its or any of its Subsidiaries Intellectual Property is or may become
infringed upon, misappropriated, abandoned or diluted by a third party in a manner that could reasonably be expected to have a Material Adverse Effect, or (b) becomes aware of any other adverse determination or development that could reasonably be
expected to have a Material Adverse Effect.



3.15 Full
Disclosure. No information contained in the Loan Documents, the Financial Statements or any written statement furnished by or on behalf of Borrower under this Agreement, or to induce Bank to execute the Loan Documents, contains any untrue
statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. Borrower has provided Bank and will continue to
provide Bank with a true, complete and correct copy of each material contract executed by Borrower and each of its Subsidiaries.



3.16 Hazardous Materials. As of the Closing Date, Schedule 3.16 discloses any contamination of any Subject Property resulting from
any Hazardous Materials and any existing or potential environmental liabilities of Borrower and each of its Subsidiaries that could result in Environmental Liabilities and Costs and that could reasonably be expected to have a



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Material Adverse Effect. As of the Closing Date and to Borrowers knowledge, neither Borrower nor any of its
Subsidiaries has caused, permitted or suffered, or will cause, permit or suffer to occur any Release at, under, above or within any Subject Property, or the presence, use, generation, manufacture, installation, or storage of any Hazardous Materials
on, under, in or about any Subject Property or the transportation of any Hazardous Materials to or from any Subject Property that could reasonably be expected to have a Material Adverse Effect, except to the extent such use, generation, manufacture,
installation, storage or transportation is conducted in compliance with all Environmental Laws and Environmental Permits. Borrower shall: (1) comply and shall cause each of its Subsidiaries to comply with all applicable Environmental Laws and
Environmental Permits; (2) notify Bank in writing within seven days if and when it becomes aware of any incident or ongoing case of non-compliance with Environmental Laws or any past or present Release upon any Subject Property; (3) promptly forward
to Bank a copy of any written document or communication received by it or any of its Subsidiaries in connection with any such Release or any other matter relating to the Environmental Laws that may affect Borrower or any of its Subsidiaries; and (4)
promptly notify Bank in writing of any Environmental Liabilities and Costs that could reasonably be expected to have a Material Adverse Effect. Borrower is not and will not become, nor will it permit any of its Subsidiaries to become, involved in
operations that could lead to the imposition of Environmental Liabilities or Costs, and no sub-tenant of such Person is permitted, or will be permitted, to engage in any such activity.



3.17 Insurance. Schedule 3.17lists all insurance of any nature maintained for current occurrences by
Borrower and each of its Subsidiaries, as well as a summary of the terms of such insurance. Borrower shall deliver to Bank endorsements to all of its and its Subsidiaries (a) All Risk and business interruption insurance policies
naming Bank loss payee, and (b) general liability and other liability policies naming Bank as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance reasonably acceptable to
Bank, showing loss payable to Bank (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Bank, will provide that the insurer will give at least 30
days prior written notice to Bank before any such policy or policies of insurance shall be altered or canceled and that no act or default of Borrower or any other Person shall affect the right of Bank to recover under such policy or policies
of insurance in case of loss or damage with respect to the Collateral. Borrower hereby directs all present and future insurers under its All Risk policies of insurance to pay all proceeds payable thereunder directly to Bank with respect
to the Collateral. Bank reserves the right at any time, upon review of a material change in Borrowers or its Subsidiaries risk profile, to reasonably require additional forms and limits of insurance to adequately protect Banks
interests in accordance with Banks normal practices for similarly situated borrowers, and if the circumstances are unusual, in Banks sole opinion.



3.18 Franchisee Accounts. Borrower represents and warrants that, with respect to each Franchisee Account of Borrower:



(a) except as specifically disclosed in the most recent Schedule of
Franchisee Accounts delivered to Bank, (1) such Franchisee Account arises out of a bona fide sale and delivery of goods or rendition of services by Borrower in the ordinary course of its



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business and is not evidenced by a judgment, Instrument or Chattel Paper, (2) to Borrowers knowledge there are no
setoffs, claims or disputes existing or asserted with respect thereto and Borrower has not agreed and will not agree with the applicable Account Debtor for (i) any deduction therefrom, (ii) any extension of the time for payment thereof, (iii) any
compromise or settlement for less than the full amount thereof, or (iv) any release, in whole or in part, of any Person liable therefor except deductions, extensions, compromises, settlements or releases allowed by Borrower in the ordinary course of
its business for prompt payment and disclosed to Bank, (3) to Borrowers knowledge there are no facts, events or occurrences that in any way impair the validity, collectibility or enforceability thereof or tend to reduce the amount payable
thereunder as reflected on the invoices, statements and Schedules of Franchisee Accounts delivered to Bank with respect thereto, or that might result in any material adverse change in the financial condition of the applicable Account Debtor or the
collectibility thereof, and (4) Borrower has no knowledge that the applicable Account Debtor is unable generally to pay its debts as they become due;



(b) the amounts reflected on all records, invoices, statements and Schedules of Franchisee Accounts with respect thereto are actually and absolutely
owing to Borrower as indicated thereon and are not in any way contingent;



(c) no payments have been or shall be made thereon except payments in accordance with the provisions of Section 3.23;



(d) to the best of Borrowers knowledge, the applicable Account Debtor has the capacity to contract; and



(e) the true name and business address of each Account Debtor that is a
franchisee of Borrower is listed on Schedule 3.18.



3.19 Inventory. Borrower represents and warrants that, with respect to all Inventory now owned or hereafter acquired by Borrower:



(a) such Inventory (other than Eligible In-Transit Inventory) is, and will continue to be, located at one of the locations set forth on Schedule
3.2;



(b) such Inventory has not been consigned to any
Person;



(c) such Inventory has been and will be produced in
compliance with all Applicable Laws, including the minimum wage and overtime pay provisions of the Fair Labor Standards Act;



(d) Borrower has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or document whatsoever except
for Liens in favor of Bank;



(e) Except as set forth on
Schedule 3.19, such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties that would require any consent of the licensor or any other third party upon sale or disposition
thereof or the payment of any royalties or fees to any third party upon such sale or other disposition; and



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(f) the completion of manufacture, sale or other disposition of such Inventory by Bank following an
Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which Borrower is a party or to which such property is subject.



3.20 Payment of Obligations. Borrower will and will cause its
Subsidiaries to: (a) pay and discharge or cause to be paid and discharged all Obligations in a timely manner; and (b) (1) pay and discharge, or cause to be paid and discharged, its Indebtedness in the ordinary course of business prior to an Event of
Default, (2) subject to Section 3.11(b),pay and discharge, or cause to be paid and discharged promptly, all Charges, and (3) pay all lawful claims for labor, materials, supplies and services or otherwise, before any thereof shall become in
default.



3.21 Conduct of Business. Borrower shall and
shall cause each of its Subsidiaries to: (a) conduct its business substantially as now conducted or as otherwise permitted hereunder; and (b) at all times maintain, preserve and protect all of the Collateral and such Persons other property, in
use or useful in the conduct of its business and keep the same in good repair, working order and condition (taking into consideration ordinary wear and tear) and from time to time make, or cause to be made, all necessary or appropriate repairs,
replacements and improvements thereto consistent with industry practices, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.



3.22 Further Assurances; Schedule Supplements; Other Matters.



(a) At any time and from time to time, upon the written
request of Bank and at the sole expense of Borrower, Borrower shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Bank may reasonably request to obtain the full benefits of
this Agreement and to protect, preserve and maintain Banks rights in the Collateral (including in-transit Inventory) and under this Agreement, including (i) using its best efforts to secure all consents and approvals necessary or appropriate
for the assignment to or for the benefit of Bank of any License or Contract held by Borrower and to enforce the Liens (other than Permitted Liens) granted hereunder; and (ii) filing any financing or continuation statements under the UCC with respect
to the Liens granted hereunder or under any other Loan Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. Within 30 Business Days of any change to the information then-stated on the Schedules (or as often as Bank
may require upon the occurrence and continuation of a Default or Event of Default), Borrower will supplement each Schedule to this Agreement with respect to any matter hereafter arising that, if existing or occurring as of the Closing Date, would
have been required to be set forth or described in such Schedule; provided, that such supplement shall not be deemed to be an amendment thereof unless expressly consented to in writing by Bank.



(b) With respect to the Ontario, California location identified on
Schedule 3.2 and any other premises where Inventory valued, in the aggregate, at $1,500,000 or



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more is located and the jurisdiction in which such premises is located provides a statutory lien in favor of the lessor
or mortgagee, Borrower shall, in accordance with the terms hereunder, obtain or use its best efforts to obtain a Landlords Waiver or subordination of Lien from such landlord or mortgagee, and shall in all instances obtain signed
acknowledgments of Banks Liens from bailees having possession of any of Borrowers Inventory.



(c) If not waived by Bank in writing (which waiver may be revoked), Borrower and each of its Subsidiaries shall obtain authenticated Control Letters from
each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for Borrower or any of its Subsidiaries.



(d) Borrower and each of its Subsidiaries shall obtain a blocked account,
lockbox, or similar agreement with each bank or financial institution holding a Deposit Account for Borrower or any of its Subsidiaries.



(e) Borrower or any of its Subsidiaries that is or becomes the beneficiary of a letter of credit arising from the sale or realization of Collateral shall
promptly, and in any event within two Business Days after becoming a beneficiary, notify Bank thereof and enter into a tri-party agreement with Bank and the issuer and/or confirmation bank with respect to Letter of Credit Rights assigning such
Letter of Credit Rights to Bank and directing all payments thereunder to the Control Account.



(f) Borrower and each of its Subsidiaries shall take all commercially reasonable steps necessary to grant Bank control of all electronic chattel paper in accordance with the UCC and all transferable
records as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.



3.23 Collections and Proceeds of Collateral.



(a) All proceeds of the Collateral shall be deposited into the Control Account; provided, however, that with respect to any proceeds
received by Borrower at any of its retail locations, such proceeds may be deposited into any other Deposit Account in the name of Borrower that is maintained with another bank so long as the balance in such Deposit account is swept daily, or more
frequently as Bank shall determine, into the Concentration Account. All funds deposited to the Concentration Account shall be swept daily, or more frequently as Bank shall determine, into the Control Account. If Borrower or any of its Subsidiaries
receives any payments on account of Borrowers Franchisee Accounts or any other Collateral, then Borrower shall hold or cause its Subsidiaries to hold such payments in trust for Bank and shall deposit or cause its Subsidiaries to deposit all
such payments into the Control Account. All amounts deposited into the Control Account shall immediately become the property of Bank and shall be used to repay the Obligations in accordance with Section 3.23(b); provided,
however, that to the extent there is a zero balance owing on the Obligations, all amounts deposited into the Control Account may, in Borrowers discretion, be swept into an interest-bearing account at Bank with all interest accruing
thereon for the benefit of Borrower.



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(b) Bank shall apply any amount that is deposited into the Control Account in immediately available
funds against the Obligations in the manner provided for in Section 1.15;provided, that unless an Event of Default has occurred and is continuing, no money on deposit in the Control Account shall be applied against any LIBOR Loan if
such application would constitute a prepayment of such LIBOR Loan prior to its Payment Date and such funds shall be retained in the Control Account until the earlier of (1) the Payment Date for such LIBOR Loan and (2) the next Business Day on which
additional Obligations arise, at which time such amount shall be applied to such LIBOR Loan or such Obligations, as the case may be, in the manner provided in this Agreement. For purposes of calculating interest, all collections and other proceeds
of Collateral will be credited to Borrowers loan account with Bank upon Banks receipt of immediately available funds.



(c) Borrower shall not maintain any deposit, checking, operating or other bank accounts except for those identified in Schedule 3.23. So
long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 3.23 to add or replace an account if: (1) Bank has consented to the opening of such account and the bank at which such account is to be
maintained is satisfactory to Bank in its sole discretion; and (2) Borrower and the bank at which such account is to be maintained have executed and delivered to Bank a Pledged Account Agreement or blocked account agreement in form and substance
satisfactory to Bank in its discretion.



3.24 Financial
Covenants. Borrower shall maintain the following financial covenants, each of which shall be calculated in accordance with GAAP consistently applied:



(a) Minimum Availability. Borrower shall maintain at all times minimum availability against the Borrowing Base in an amount of no less than
$1,000,000.



(b) Maximum Capital Expenditures. Borrower
shall not make aggregate Capital Expenditures in any Fiscal Year: (1) with respect to any existing stores, in excess of ***; and (2) with respect to any new stores, in excess of ***, which may be increased or decreased based upon Banks
reasonable annual review and determination; provided, that solely with respect to clause (2) of this subsection, (i) Borrower is in compliance with all of the covenants contained in this Agreement, both before and after giving effect to such
expenditure, and (ii) Borrower has Net Borrowing Availability for the 30 day period immediately proceeding and following such expenditure of not less than $1,000,000.



4. NEGATIVE COVENANTS



4.1 Borrower covenants and agrees (for itself and each of its Subsidiaries) that, without Banks prior written consent, from the Closing Date until
the Termination Date, Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, by operation of law or otherwise:



(a) merge with, consolidate with, acquire all or substantially all of the assets or Stock of, or otherwise combine with, any Person or form any
Subsidiary, except that (1) any Subsidiary of Borrower may merge or consolidate with Borrower or another Subsidiary



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of Borrower (so long as Borrower is the surviving corporation from any such transaction), and (2) Borrower or any
Subsidiary of Borrower may acquire all or substantially all of the assets or Stock of another Subsidiary of Borrower, in either event, in an amount not to exceed $1,000,000 per occurrence, or in an aggregate amount not to exceed $2,500,000 in any
year;



(b) except as otherwise permitted in this Section 4,make any investment in, or make or accrue loans or advances of money to, any Subsidiary, Affiliate or any other Person other than investments not to exceed $500,000 in the aggregate at any one time;



(c) create, incur, assume or permit to exist any Indebtedness, except (1)
the Obligations, (2) Indebtedness incurred in the ordinary course of its business, (3) deferred taxes, (4) other Indebtedness set forth in Schedule 4(c), and (5) Indebtedness incurred in connection with the opening of any new store
location; provided, that such Indebtedness shall not exceed $750,000 per new store location;



(d) enter into any lending, borrowing or other commercial transaction with any of its officers or directors or other Affiliates or any of its
Subsidiaries (including upstreaming and downstreaming of cash and intercompany advances);



(e) make any changes in any of its business objectives, purposes, or operations that could have or reasonably be expected to have a Material Adverse Effect;



(f) amend its articles of incorporation, by-laws or other organizational
documents which would reasonably be expected to have a Material Adverse Effect;



(g) incur any Guaranteed Indebtedness except (1) by endorsement of instruments or items of payment for deposit to the general account of Borrower, (2) for Guaranteed Indebtedness incurred for the benefit of Borrower
if the primary obligation is permitted by this Agreement, and (3) cross or similar guarantees to be given in conjunction with the Australian Parent or other Affiliate in connection with their respective credit facilities in Australia;
provided, that the holder of any such guaranty has entered into a Subordination Agreement with Bank;



(h) create or permit any Lien on any of its properties or assets, except for Permitted Liens set forth in Schedule 4(h);



(i) sell, license, transfer, convey, assign or otherwise dispose of any its
assets or properties, including its Franchisee Accounts (provided, that the foregoing shall not prohibit the sale of Inventory or obsolete or unnecessary Equipment or real estate in the ordinary course of its business), other than the sale of
the assets of individual stores or group of stores at book value in an aggregate amount not to exceed $1,000,000;



(j) take any action or omit to take any action, which act or omission would constitute a material default or an event of default pursuant to, or
noncompliance with, any contract, lease, mortgage, deed of trust or instrument to which it is a party or by which it or any of its property is bound, or any document creating a Lien;



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(k) cancel any debt owing to it, except for reasonable consideration and in the ordinary course of its
business;



(l) except for the payments listed on
Schedule 4(I), make or permit any Restricted Payment to any of its Shareholders, provided, that Borrower shall be allowed to make such payments to Australian Parent so long as (1) Borrower is in compliance with all of the
covenants contained in this Agreement, both before and after giving effect to such payment, (2) Borrowers Net Borrowing Availability for the 30 day period immediately proceeding and following such payment is no less than 10% of the Borrowing
Base, and is sufficient to pay Borrowers accounts payable within thirty (30) days of due date, and (3) Borrowers trailing four quarter Debt Service Coverage Ratio exceeds 1.20:1.00 after making such payment; provided,
further, that, with respect to any Restricted Payment that constitutes a loan from Borrower to Australian Parent, Borrower shall be allowed to make such loans to Australian Parent so long as (W) Borrower is in compliance with all of the
covenants contained in this Agreement, both before and after giving effect to such loan, (X) Borrowers Net Borrowing Availability for the thirty (30) day period immediately following such loan is no less than 30% of the Borrowing Base, and (Y)
such loan is repaid by Australian Parent within ninety (90) days of Borrower making such loan, and (Z) during the 12 month period immediately proceeding such loan, no loan to Australian Parent from Borrower was outstanding for a period of more than
ninety (90) consecutive days; provided, further, that notwithstanding the foregoing, Borrower shall be permitted to make a one-time Restricted Payment to Australian Parent on the Closing Date in an amount not to exceed ***.
Notwithstanding anything to the contrary, Borrower shall determine the classification of the Loan for the purpose of this Agreement, notwithstanding the classification of the Loan for accounting, tax or any other purpose.



(m) (1) voluntarily terminate any Plan so as to result in liability of
Borrower to the PBGC, (2) enter into any Prohibited Transaction (as defined in ERISA) involving any Plan which could result in liability of Borrower to PBGC, (3) cause an occurrence of any Reportable Event (as defined in ERISA) which
could result in liability of Borrower to PBGC, or (4) allow or suffer to exist any other event or condition known to Borrower which could result in liability of Borrower to PBGC;



(n) engage in any business that is not directly or indirectly related to Borrowers present business (for purposes of
this clause Borrowers indirectly related business refers to any business in connection with Omaha Steaks); or



(o) reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the
Closing Date without the prior written consent of Bank.



5.
FINANCIAL REPORTS



5.1 Reports and Notices.
Borrower represents, warrants and agrees that, from and after the Closing Date until the Termination Date, Borrower shall deliver or cause to be delivered to Bank, which Bank shall maintain in confidence unless otherwise complied to



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disclose by Applicable Law (with a copy of the same delivered electronically to any third party engaged by Bank to
analyze or audit the same):



(a) as frequently as Bank may
request and in any event no later than 15 days following the end of each Fiscal Month:



(1) a Schedule of Franchisee Accounts for such Fiscal Month that rolls forward activity in the Franchisee Accounts, in form satisfactory to Bank, certified by Borrower, which Schedule of Franchisee Accounts shall
include an aged trial balance by Account Debtor, and as soon as available but in no event later than 15 days following the end of each Fiscal Month, a reconciliation of such Schedule of Franchisee Accounts to Borrowers general ledger and from
the general ledger to the Financial Statements for such Fiscal Month, accompanied by such supporting detail and documentation as Bank may request;



(2) a summary and detailed aging of Franchisee Accounts;



(3) a Schedule of Inventory, in form satisfactory to Bank, certified by Borrower, specifying Borrowers cost (calculated on a FIFO basis), at the
lower of cost or wholesale market value, of Borrowers Inventory by location, and further specifying in transit Inventory (enclosing copies of supporting documentation such as bills of lading) and any other information that Bank may request,
together with all stock status reports in form and substance satisfactory to Bank; and



(4) a detailed calculation of the Borrowing Base together with a certification of such calculation by the Chief Executive Officer or Chief Financial Officer of Borrower;



(b) as frequently as Bank may request and in any event no later than 30 days
following the end of each Fiscal Quarter, an aged accounts payable summary;



(c) within 30 days following the end of each Fiscal Month, (1) the Financial Statements of U.S. Holding Company for such Fiscal Month, which Financial Statements shall provide comparisons to budget and actual results
for the corresponding period during the prior Fiscal Year, both on a monthly and year-to-date basis, (2) a certification by the Chief Executive Officer or Chief Financial Officer of U.S. Holding Company that such Financial Statements are complete
and correct and are prepared in accordance with GAAP (subject to the inclusion of footnotes and changes resulting from normal year-end audit adjustments), and (3) a Compliance Certificate;



(d) within 90 days following the end of each Fiscal Year, the Financial
Statements of U.S. Holding Company for such Fiscal Year on a consolidated basis certified without qualification by an independent certified accounting firm acceptable to Bank, and on a consolidating basis audited by an independent certified
accounting firm acceptable to Bank, which Financial Statements shall provide comparisons to actual results for the prior Fiscal Year, on an annual basis, accompanied by any management letter that may be issued;



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(e) not less than 60 days after the beginning of each Fiscal Year, a board-approved operating plan and
updated Projections for such Fiscal Year;



(f) promptly upon
receipt thereof, copies of all final reports, if any, submitted to Borrower by its independent public accountants in connection with any annual or interim audit of Borrower;



(g) promptly after the sending thereof, copies of all financial statements, reports and other information which Borrower or
any of its Subsidiaries sends to any holder of its Indebtedness or its securities;



(h) if requested by Bank, within five Business Days after filing thereof with the appropriate Governmental Authority, copies of Borrowers annual Federal and state income tax returns;



(i) within 90 days following the end of each Fiscal Year, a listing of true
names and business addresses with respect to all Account Debtors that are franchisees of Borrower in order to update the information set forth on Schedule 3.18; and



(j) such other information respecting the business, financial condition, prospects or projections of Borrower or any of its
Affiliates as Bank reasonably may request from time to time.



5.2 Other Reports. Borrower shall notify Bank promptly of any occurrence which becomes known to Borrower in the ordinary course of Borrowers business causing a material loss or decline in value of any Collateral and the
estimated (or actual, if available) amount of such loss or decline. Borrower shall, upon the request of Bank, furnish to Bank such other reports in connection with the affairs, business, financial condition, operations, prospects or management of
Borrower or any of its Subsidiaries or the Collateral as Bank may request, all in reasonable detail, and Borrower shall advise Bank promptly, in reasonable detail, of: (a) any Lien, other than Permitted Liens, attaching to or asserted against any of
the Collateral; (b) any material change in the composition of the Collateral; and (c) the occurrence of any other event which could reasonably be expected to have a Material Adverse Effect.



6. CREATION OF SECURITY INTEREST



6.1 Grant of Security Interest.



(a) Borrower grants to Bank a Lien upon all of its right, title, and
interest in the Collateral to secure the prompt and complete payment and performance of the Obligations.



(b) Borrower shall use its best efforts to defend the right, title and interest of Bank in and to the Collateral against the claims and demands of all
Persons whomsoever, and shall take such actions, including (i) all actions necessary to grant Bank control of the Concentration Account and any other Deposit Accounts as to which Bank in its reasonable discretion may request, or Letter
of Credit Rights owned by Borrower and each of its



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Subsidiaries granting a Lien in Collateral, with any agreements establishing control to be in form and substance
reasonably satisfactory to Bank, (ii) notification of Banks interest in Collateral at Banks request, and (iii) the institution of litigation against third parties as shall be prudent in order to protect and preserve Borrowers, (any
applicable Subsidiaries) and Banks respective and several interests in the Collateral. Borrower (and any of its Subsidiaries granting a Lien in Collateral) shall mark its Books and Records pertaining to the Collateral to evidence the
Loan Documents and the Liens granted under the Loan Documents.



6.2 Banks Rights.



(a) Bank may, at any
time in Banks own name or in the name of Borrower, (1) communicate with Account Debtors, parties to Contracts, and obligors in respect of Franchisee Accounts or other Collateral to verify to Banks satisfaction the existence, amount and
terms of any such Franchisee Accounts or other Collateral, and (2) at any time after the occurrence and continuance of a Default or Event of Default (or if any rights of set-off (other than set-offs against an Franchisee Account arising under the
Contract giving rise to the same Franchisee Account) or contra accounts may be asserted with respect to the following), and without prior notice to Borrower, notify Account Debtors and other Persons obligated on the Collateral that Bank has a
security interest therein, and that payments shall be made directly to Bank. Upon the request of Bank, Borrower shall so notify such Account Debtors and other Persons obligated on the Collateral. Once any such notice has been given to any Account
Debtor or other Person obligated on the Collateral, Borrower shall not give any contrary instructions to such Account Debtor or other Person without Banks prior written consent.



(b) It is expressly agreed by Borrower that Borrower shall remain liable under each Contract and License to observe and
perform all the conditions and obligations to be observed and performed by it thereunder, and Bank shall have no obligation or liability whatsoever to any Person under any Contract or License (between Borrower or any of its Subsidiaries and any
Person other than Bank) by reason of or arising out of the execution, delivery or performance of this Agreement, and Bank shall not be required or obligated in any manner (1) to perform or fulfill any of the obligations of Borrower thereunder, (2)
to make any payment or inquiry, or (3) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any
Contract or License.



(c) Borrower shall, with respect to each
owned, leased, or controlled property or facility, during normal business hours and upon reasonable advance notice (unless a Default or Event of Default has occurred and is continuing, in which event no notice shall be required and Bank shall have
access at any and all times): (1) provide access to such facility or property to Bank and any of its officers, employees and agents, as frequently as Bank reasonably determines to be appropriate; (2) permit Bank and any of its officers, employees
and agents to inspect, audit and make extracts from all of Borrowers and each of its Subsidiaries Books and Records; and (3) permit Bank to inspect, review, evaluate and make physical verifications and appraisals of the Inventory,
including, without limitation, an appraisal of Inventory by an appraisal firm reasonably acceptable to Bank in its sole and absolute discretion, and other Collateral in any manner and through any medium that Bank considers advisable, and Borrower



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shall provide to Bank, at Borrowers cost and expense, such clerical and other assistance as may be reasonably
requested with regard thereto. Borrower shall make available to Bank and its counsel, as quickly as practicable under the circumstances, copies of all of Borrowers and each of its Subsidiaries Books and Records and any other instruments
and documents which Bank may request. Borrower shall deliver any document or instrument reasonably necessary for Bank, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower
or any of its Subsidiaries.



(d) Upon the occurrence and
during the continuance of a Default or Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants or consultants who are reasonably acceptable to Bank, to prepare and deliver to Bank at any time and from
time to time, promptly upon Banks request: (1) a reconciliation of all Franchisee Accounts; (2) an aging of all Franchisee Accounts; (3) trial balances; and (4) test verifications of such Franchisee Accounts as Bank may request. Borrower, at
its own expense, shall cause its independent certified public accountants to deliver to Bank the results of (i) any physical verifications of all or any portion of the Inventory made or observed by such accountants and (ii) any verifications of
Borrowers Franchisee Accounts, in each case when and if any such verifications are conducted. Bank shall be permitted to observe and consult with Borrower and Borrowers certified public accountants in the performance of these tasks.



6.3 Power of Attorney. Borrower hereby irrevocably
makes, constitutes, and appoints Bank (and any of Banks officers, employees or agents designated by Bank) as Borrowers true and lawful attorney-in-fact, with power to: (a) send or make requests for verification of Franchisee Accounts and
notices to Account Debtors; (b) endorse Borrowers name on any checks, notices, acceptances, money orders, drafts, including, without limitation, drafts against Account Debtors, or other forms of payment or security that may come into
Banks possession; and (c) upon written notice that a Default or Event of Default has occurred and is continuing, (1) sign Borrowers name on any invoice or bill of lading relating to any Franchisee Account, or schedules and assignments of
Franchisee Accounts; (2) notify the post office authorities to change the address for delivery of Borrowers mail to an address designated by Bank, to receive and open all mail addressed to Borrower, and to retain all mail relating to the
Collateral and forward all other mail to Borrower, (3) make, settle, and adjust all claims under Borrowers policies of insurance and make all determinations and decisions with respect to such policies of insurance, and (4) settle and adjust
disputes and claims respecting the Franchisee Accounts directly with Account Debtors, for amounts and upon terms which Bank determines to be reasonable, and Bank may cause to be executed and delivered any documents and releases which Bank determines
to be necessary. The appointment of Bank as Borrowers attorney-in-fact, and each and every one of Banks rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed
and Banks obligation to provide Loans and incur Letter of Credit Obligations hereunder is terminated. NEITHER BANK NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, LENDERS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER FOR ANY ACT OR
FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY HEREIN OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. Borrower also
hereby (i) authorizes Bank to



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file any financing statements, continuation statements or amendments thereto that (A) indicate the Collateral (I) as all
assets of Borrower (or any portion of Borrowers assets) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (II) as being of
an equal or lesser scope or with greater detail, and (B) contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment,
including (I) whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower, and (II) in the case of a financing statement filed as a fixture filing or indicating Collateral as
as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, (ii) agrees to furnish any such information to the Bank promptly upon request, and (iii) ratifies its authorization for Bank to
have filed any initial financial statements, or amendments thereto if filed prior to the Closing Date. Borrower acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any
financing statement without the prior written consent of Bank and agrees that it will not do so without the prior written consent of Bank, subject to Borrowers rights under Section 9509(d)(2) of the UCC.



6.4 Grant of License to Use Intellectual Property Collateral. For the
purpose of enabling Bank to exercise its rights and remedies under the Loan Documents, Borrower hereby grants to Bank an irrevocable, non-exclusive license (exercisable upon the occurrence of an Event of Default without payment of royalty or other
compensation to Borrower) to use, transfer, license or sublicense any Intellectual Property now owned, licensed to, or hereafter acquired by Borrower, and wherever the same may be located, and including in such license access to all media in which
any of the licensed items may be recorded or stored and to all computer and automatic machinery software and programs used for the compilation or printout thereof, and Borrower represents, warrants and agrees that any such license or sublicense is
not and will not be in conflict with the contractual or commercial rights of any other Person; provided, that such license will terminate on the Termination Date.



6.5 Reinstatement. The provisions of this Section 6 shall remain in full force and effect and continue to be
effective even if: (a) any petition is filed by or against Borrower for liquidation or reorganization; (b) Borrower becomes insolvent or makes an assignment for the benefit of creditors; (c) a receiver or trustee is appointed for all or any
significant part of Borrowers assets; or (d) at any time payment and performance of the Obligations, or any part thereof, is, pursuant to Applicable Law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee
of the Obligations, whether as a voidable preference, fraudulent transfer or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced,
restored or returned, the Obligations and Banks Liens in the Collateral shall be reinstated and deemed reduced only by any amount paid and not so rescinded, reduced, restored or returned.



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7. EVENTS OF DEFAULT; RIGHTS AND REMEDIES



7.1 Events of Default. The occurrence of any one or more of the
following events (regardless of the reason therefor) shall constitute an Event of Default under this Agreement:



(a) Borrower shall fail to make any payment in respect of any Obligations when due and payable or declared due and payable and remain in Default two (2)
Business Days after written notice thereof; provided, however, that if Borrower fails to make such payment as a result of an Overadvance that is created pursuant to a change by Bank in the eligibility criteria for Eligible Franchisee
Accounts or Eligible Inventory and/or Bank establishing other reserves in excess of $200,000, then Borrower shall have thirty (30) days after written notice thereof to cure such Default; or



(b) Borrower or any of its Subsidiaries shall fail or neglect to perform,
keep or observe any of the covenants, promises, agreements, requirements, conditions or other terms or provisions contained in this Agreement or any of the other Loan Documents and such default shall have continued for a period of seven Business
Days after the occurrence thereof; provided, there shall be no grace period for Borrowers failure to perform, keep or observe any of the covenants, promises, agreements, requirements, conditions or other terms or provisions contained in
Section 3.23, Section 3.24 and Section 4; or



(c) an event of default shall occur under any other material agreement, document or instrument to which Borrower or any of its Subsidiaries is a party, or by which any such Person or its property is bound, including,
without limitation, any agreement by and between Bank and Guarantor, and such event of default (1) involves the failure to make any payment, whether of principal, interest or otherwise, and whether due by scheduled maturity, required prepayment,
acceleration, demand or otherwise, in respect of any Indebtedness (other than the Obligations) of such Person in an aggregate amount exceeding $250,000, or (2) causing (or permits any holder of such Indebtedness or a trustee to cause) such
Indebtedness, or a portion thereof in an aggregate amount exceeding $250,000 to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or



(d) any representation or warranty in this Agreement or any other Loan Document, or in any written statement pursuant
hereto or thereto, or in any report, financial statement or certificate made or delivered to Bank by Borrower or any of its Subsidiaries shall be untrue or incorrect in any material respect as of the date when made; or



(e) any of the assets of Borrower or any of its Subsidiaries shall be
attached, seized, levied upon or subjected to a writ or distress warrant; or come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors of such Person, and shall remain unstayed or undismissed for 60
consecutive days; or any Person other than Borrower shall apply for the appointment of a receiver, trustee or custodian for the assets of Borrower (or those of any of its Subsidiaries) and the order appointing such receiver, trustee or custodian
shall remain unstayed or undismissed for 60 consecutive days; or Borrower or any of its Subsidiaries shall have concealed, removed or permitted to be concealed or removed, any part of its property with intent to hinder, delay or defraud its
creditors or any of them or made or suffered a transfer of any of its property or the incurring of an obligation which may be fraudulent under any bankruptcy, fraudulent transfer or other similar law; or



(f) a case or proceeding shall have been commenced involuntarily against
Borrower or any of its Subsidiaries in a court having competent jurisdiction seeking a



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decree or order: (1) under the Bankruptcy Code or any other applicable Federal, state or foreign bankruptcy or other
similar law, and seeking either (i) the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of such Person or of any substantial part of its properties, or (ii) the reorganization or winding up
or liquidation of the affairs of any such Person and such case or proceeding shall remain undismissed or unstayed for 60 consecutive days or such court shall enter a decree or order granting the relief sought in such case or proceeding; or (2)
invalidating or denying (i) any Persons right, power, or competence to enter into or perform any of its obligations under any Loan Document, or (ii) the validity or enforceability of this Agreement or any other Loan Document or any action
taken hereunder or thereunder; or



(g) Borrower or any of its
Subsidiaries shall (1) file a petition under the Bankruptcy Code or any other applicable Federal, state or foreign bankruptcy or other similar law, (2) consent to the institution of proceedings thereunder or to the filing of any such petition or to
the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of any such Person or of any substantial part of its properties, (3) fail generally to pay (or admit in writing its
inability to pay) its debts as such debts become due, or (4) take any corporate action in furtherance of any such action; or



(h) final judgment or judgments (after the expiration of all times to appeal therefrom) for the payment of money in excess of $100,000 in the aggregate
shall be rendered against Borrower or any of its Subsidiaries, unless the same shall be (i) fully covered by insurance and the issuer(s) of the applicable policies shall have acknowledged full coverage in writing within 15 days of judgment, or (ii)
vacated, stayed, bonded, paid or discharged within a period of 30 days from the date of such judgment, or in the case of a default judgment, 30 days after Borrower receives notice thereof; or



(i) any Guarantor or Subordinating Creditor, (i) dies (in the case of an
individual), (ii) terminates, or gives Bank notice of its intention to terminate, its Subordination Agreement or Guaranty, as the case may be, (iii) becomes the subject of a case or proceeding commenced under the Bankruptcy Code or any other
applicable Federal, state or foreign bankruptcy or other similar law which is not dismissed within 60 days seeking either (y) the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of any such
Guarantor or any such Subordinating Creditor or of any substantial part of its properties or (z) the reorganization, winding up or liquidation of the affairs of any such Guarantor or any such Subordinating Creditor, or (iv) such Subordination
Agreement or Guaranty, as the case may be, otherwise becomes unenforceable or ineffective; or



(j) Borrower voluntarily or involuntarily dissolves or is dissolved, terminates or is terminated; or



(k) Borrower or any Guarantor is enjoined, restrained, or in any way prevented by the order of any court or other Governmental Authority, the effect of
which order restricts Borrower or such Guarantor from conducting all or any material part of its business and, solely with respect to any such Guarantor, such order is not rescinded within 30 days; or



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(l) the loss, suspension, revocation or failure to renew any license or permit now held or hereafter
acquired by Borrower or any Guarantor, which loss, suspension, revocation or failure to renew might have a Material Adverse Effect; or



(m) any Lien or any provision of any Loan Document shall for any reason cease to be valid, binding and enforceable in accordance with its terms, or any
Lien granted, or intended by the Loan Documents to be granted, to Bank shall cease to be a valid and perfected Lien having the first priority (or a lesser priority if expressly permitted in the Loan Documents) in any of the Collateral covered or
purported to be covered thereby; for clarification purposes, Bank acknowledges that Inventory, as defined in the UCC and used herein, including its use in the definition of Collateral, does not include inventory that has been sold by Borrower in the
ordinary course of its business; or



(n) any Change of Control
of Borrower or any of its Subsidiaries shall have occurred.



7.2 Remedies.



(a) If any Default or Event of
Default has occurred and is continuing, then Bank may exercise one or more of the following remedies: (1) upon notice to Borrower from Bank, increase the rate of interest applicable to the Loans to the Default Rate, and increase the Letter of Credit
Fee to the Default Letter of Credit Fee, effective as of the date of notice of the initial Default or Event of Default, or (2) terminate or suspend its obligation to make further Loans or incur further Letter of Credit Obligations. In addition, if
any Event of Default shall have occurred and be continuing, Bank may, without additional notice, take any one or more of the following actions: (i) declare all or any portion of the Obligations to be forthwith due and payable, including contingent
liabilities with respect to Letter of Credit Obligations, whereupon such Obligations shall become and be due and payable; (ii) require that all Letter of Credit Obligations be fully collateralized; or (iii) exercise any rights and remedies provided
to Bank under the Loan Documents or at law or equity, including all remedies provided under the UCC; provided, that upon the occurrence of an Event of Default specified in Sections 7.1(e), (f) or (g), the Obligations
shall become immediately due and payable (and any obligation of Bank to make further Loans or incur any further Letter of Credit Obligations, if not previously terminated, shall immediately be terminated) without declaration, notice or demand by
Bank.



(b) In addition to all other rights and remedies of
Bank under this Agreement, Borrower expressly agrees that, upon the occurrence of any Event of Default, Bank may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease,
license, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it
may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Bank shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for
the benefit of Bank by credit bid the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Borrower hereby releases. Such sales may be adjourned, or continued from time to time with or



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without notice. Bank shall have the right to conduct such sales on Borrowers premises or elsewhere and shall have
the right to use Borrowers premises without rent or other charge for such sales or other action with respect to the Collateral for such time or times as Bank deems necessary or advisable.



(c) Borrower further agrees, upon the occurrence of an Event of Default and
at Banks request, to assemble and cause its Subsidiaries to assemble the Collateral and make it available to Bank at places which Bank shall reasonably select, whether at Borrowers premises or elsewhere. Until Bank is able to effect a
sale, lease, or other disposition of the Collateral, Bank shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Bank deems appropriate, for the purpose of preserving such Collateral or its
value or for any other purpose. Bank shall have no obligation to Borrower to maintain or preserve the rights of Borrower as against third parties with respect to any Collateral while such Collateral is in the possession of Bank. Bank may, if it so
elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Banks remedies with respect to such appointment without prior notice or hearing. To the maximum extent permitted by Applicable Law,
Borrower waives all claims, damages, and demands against Bank, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final
judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Borrower agrees that 10 days prior notice by Bank to Borrower of the time and place of any public sale or of
the time after which a private sale may take place is reasonable notification of such matters. Borrower shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which
Bank is entitled.



(d) Banks rights and remedies under
this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Bank may have under any Loan Document or at law or in equity. Recourse to the Collateral shall not be required. All rights, remedies and powers provided in
this Agreement may be exercised only to the extent that the exercise thereof does not violate any Applicable Law, and all provisions of this Agreement are intended to be subject to any Applicable Law that may be controlling and to be limited, to the
extent necessary, so that they do not render this Agreement invalid, unenforceable, in whole or in part.



7.3 Waivers by Borrower. Except as otherwise provided for in this Agreement and to the fullest extent permitted by Applicable Law, Borrower waives:
(a) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all Loan Documents, any notes, commercial paper,
Franchisee Accounts, Contracts, Documents, Instruments, Chattel Paper and guaranties at any time held by Bank on which Borrower may in any way be liable, and hereby ratifies and confirms whatever Bank may do in this regard; (b) all rights to notice
and a hearing prior to Banks taking possession or control of, or to Banks replevy, attachment or levy upon, any Collateral or any bond or security which might be required by any court prior to allowing Bank to exercise any of its
remedies; and (c) the benefit of all valuation, appraisal and exemption laws. Borrower acknowledges that it has been advised by counsel with respect to this Agreement, the other Loan Documents, and the transactions evidenced hereby and thereby.



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7.4 Proceeds. The Proceeds of any sale, disposition or other realization upon any Collateral shall
be applied by Bank upon receipt, in the following order of priorities: first, to reimburse or pay in full the actual and reasonable expenses of Bank incurred in connection with such sale, disposition or other realization, including all other
expenses, liabilities and advances incurred or made by Bank in connection therewith; second, to Bank as specified in Section 1.15;third, to collateralize any outstanding Letter of Credit Obligations; and finally, after
payment and satisfaction in full in cash of all of the Obligations, and after the payment by Bank of any other amount required by any provision of law, including Section 9608(a)(l) of the UCC (but only after Bank has received what Bank considers
reasonable proof of a subordinate partys Lien), the surplus, if any, to Borrower or its representatives or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.



8. SUCCESSORS AND ASSIGNS



Each Loan Document shall be binding on and shall inure to the benefit of
Borrower and its Subsidiaries, Bank, and their respective successors and assigns, except as otherwise provided herein or therein. Neither Borrower nor any of its Subsidiaries shall assign, transfer, hypothecate or otherwise convey its rights,
benefits, obligations or duties under any Loan Document without the prior written consent of Bank. Any such purported assignment, transfer, hypothecation, or other conveyance by Borrower or any of its Subsidiaries without the prior express written
consent of Bank shall be void. The terms and provisions of this Agreement and the other Loan Documents are for the purpose of defining the relative rights and obligations of Borrower and its Subsidiaries and Bank with respect to the transactions
contemplated hereby and thereby, and there shall be no third party beneficiaries of any of the terms and provisions of any of the Loan Documents. Bank reserves the right at any time to create and sell a participation in any portion of the Loans and
the Loan Documents and to sell, transfer or assign any or all of its rights in the Loans and under the Loan Documents. Nothing contained in this Agreement shall be construed to benefit third parties.



9. YIELD PROTECTION



9.1 LIBOR Basis Determination. If, with respect to any proposed LIBOR
Loan for any LIBOR Loan Period, Bank determines that deposits in Dollars (in the applicable amount) are not being offered to Bank in the relevant market for such LIBOR Loan Period, then Bank shall give notice thereof to Borrower, whereupon the
obligations of Bank to make LIBOR Loans shall be suspended until Bank notifies Borrower that the circumstances giving rise to such situation no longer exist.



9.2 Illegality. If any (a) Applicable Law or any change therein, (b) interpretation or change in interpretation or administration thereof by any
Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or (c) compliance by Bank with any request or directive (whether or not having the force of law) of any such authority, central
bank, or comparable agency, shall make it unlawful or



34



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impossible for Bank to make, maintain, or fund any LIBOR Loans, Bank shall give notice thereof to Borrower. Upon receipt
of such notice, Borrower shall repay in full the then outstanding principal amount of each affected LIBOR Loan, together with accrued interest thereon, either (i) on the last day of the then current LIBOR Loan Period applicable to such LIBOR Loan if
Bank may lawfully continue to maintain and fund such LIBOR Loan to such day or (ii) immediately if Bank determines it may not lawfully continue to fund and maintain such LIBOR Loan to such day. Concurrently with repaying each affected LIBOR Loan,
Borrower shall borrow a Reference Rate Loan (or another type of LIBOR Loan, if available) from Bank, and Bank shall make such Revolving Loan in an amount such that the outstanding principal amount of the Revolving Loans immediately following such
repayment shall equal the outstanding principal amount of the Revolving Loans immediately prior to such repayment.



9.3 Increased Costs.



(a) If any Applicable Law or any change therein, or any interpretation or change in interpretation or administration thereof by any Governmental
Authority, central bank, or comparable agency charged with the interpretation or administration thereof or compliance by Bank with any request or directive (whether or not having any such authority) by any Governmental Authority, central bank, or
comparable agency:



(1) shall subject Bank to any tax, duty,
or other charge with respect to its obligation to make LIBOR Loans, or its LIBOR Loans, or shall change the basis of taxation of payments to Bank of the principal of or interest on its LIBOR Loans or in respect of any other amounts due under this
Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for changes in the rate of tax on the overall net income of Bank imposed by the jurisdiction in which Banks principal executive office is located); or



(2) shall impose, modify, or deem applicable any reserve
(including any reserve imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any LIBOR Loan any such requirement included in an applicable LIBOR Reserve Percentage), special deposit, capital adequacy,
assessment, or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by Bank, or shall impose on Bank or the London interbank borrowing market any other condition affecting its
obligation to make such LIBOR Loans or its LIBOR Loans; and



(3) the result of any of the foregoing is to increase the cost to Bank of making or maintaining any such LIBOR Loans, or to reduce the amount of any sum received or receivable by Bank under this Agreement with respect thereto, and such
increase is not given effect in the determination of LIBOR Basis, then, on the earlier of demand by Bank or the Commitment Maturity Date, Borrower shall pay to Bank such additional amount or amounts as will compensate Bank for such increased costs.
Bank will promptly notify Borrower, of any event of which it has knowledge, occurring after the date hereof, which will entitle Bank to compensation pursuant to this Section 9.3and will designate a different lending office if such
designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of Bank, be otherwise disadvantageous to Bank.



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(b) A certificate of Bank claiming compensation under this Section 9.3and setting forth the
additional amount or amounts to be paid to it hereunder and calculations therefor shall, absent manifest error, be deemed final, binding and conclusive upon Borrower. In determining such amount, Bank may use any reasonable averaging and attribution
methods. If Bank demands compensation under this Section 9.3, Borrower may at any time, upon at least five Business Days prior notice to Bank, prepay in full the then outstanding affected LIBOR Loans, together with accrued interest
thereon to the date of prepayment, along with any reimbursement required under Sections 1.12and 10.2. Concurrently with prepaying such LIBOR Loans Borrower shall borrow a Reference Rate Loan, or a LIBOR Loan not so affected, from
Bank, and Bank shall make such Revolving Loan in an amount such that the outstanding principal amount of the Revolving Loans immediately following such prepayment shall equal the outstanding principal amount of the Revolving Loans immediately prior
to such prepayment.



9.4 Effect On Other Revolving
Loans. If notice has been given pursuant to Sections 9.1, 9.2 or 9.3suspending the obligation of Bank to make any LIBOR Loan, or requiring LIBOR Loans to be repaid or prepaid, then, unless and until Bank notifies Borrower
that the circumstances giving rise to such repayment no longer applies, all LIBOR Loans which would have been made by Bank shall be made instead as Reference Rate Loans and/or Borrower may terminate this Agreement in accordance with Section
1.12.



9.5 Capital Adequacy. If, after the date
hereof, Bank (or any Affiliate of Bank) shall have reasonably determined that the adoption of any Applicable Law, governmental rule, regulation or order regarding the capital adequacy of banks or bank holding companies, or any change therein, or any
change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Bank (or any Affiliate of Bank) with any request or
directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of Bank (or any Affiliate
of Bank) as a consequence of any of Banks Credit Facilities or obligations hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration the policies of Bank (or Affiliate
of Bank) with respect to capital adequacy immediately before such adoption, change or compliance and assuming that the capital of Bank (or Affiliate of Bank) was fully utilized prior to such adoption, change or compliance), then, upon demand by
Bank, Borrower shall immediately pay to Bank such additional amounts as shall be sufficient to compensate Bank for any such reduction actually suffered; provided, that there shall be no duplication of amounts paid to Bank pursuant to this
sentence and Section 9.3. A certificate of Bank setting forth the amount to be paid to Bank by Borrower as a result of any event referred to in this Section 9.5 shall, absent manifest error, be deemed final, binding and conclusive upon Borrower.



9.6 Federal Reserve System/Wire Transfers. The
obligation of Bank to make any Revolving Loan by wire transfer to Borrower or any other Person shall be subject to all Applicable Laws, including the policy of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk
as in effect from time to time. Borrower acknowledges that such laws, regulations and policy may delay the transmission of any funds to Borrower.



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10. MISCELLANEOUS



10.1 Complete Agreement; Modification of Agreement. This Agreement and the other Loan Documents constitute the
complete agreement between the parties with respect to the subject matter hereof and thereof, supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied), and may not be modified, altered or
amended except by a written agreement signed by Bank, Borrower and each other Person executing this Agreement or any other Loan Document, as applicable.



10.2 Reimbursement and Expenses. Borrower will promptly pay:



(a) all of Banks costs and out-of-pocket expenses in connection with the preparation, negotiation, execution, and
delivery of this Agreement and the other Loan Documents, including all post-closing matters, and the transactions contemplated hereunder and thereunder and the making of the Loans and the incurrence of the Letter of Credit Obligations, including,
outside auditor costs, appraisal costs, title and other insurance premiums, recording and filing fees, and intangible, documentary stamp and other taxes and the reasonable attorneys fees and disbursements of counsel for Bank and the
reasonable, allocated costs for services of internal counsel for Bank in connection therewith;



(b) all of Banks costs and out-of-pocket expenses in connection with the administration or monitoring of the Loans, the Letter of Credit
Obligations and this Agreement and the other Loan Documents in accordance with the provisions thereof, the restructuring and refinancing of the transaction herein contemplated, and the preparation, negotiation, execution, and delivery of any waiver,
amendment, or consent by Bank relating to this Agreement or the other Loan Documents, including, the reasonable attorneys fees and disbursements of counsel for Bank and the reasonable allocated costs for services of internal counsel for Bank
and a fee to compensate Bank for any such waiver, amendment or consent;



(c) all of Banks costs and out-of-pocket expenses of obtaining performance under this Agreement or the other Loan Documents or of collection of the Obligations, in any arbitration, mediation, legal action or
proceeding (including any case under the Bankruptcy Code or similar laws), which, in each case, shall include reasonable fees and expenses of counsel for Bank and the reasonable allocated fees and disbursements for the services of internal counsel
for Bank;



(d) all taxes, assessments (general or special) and
other charges levied on, or assessed, placed or made against any Collateral or the other Loan Documents or the Obligations;



(e) all of Banks fees, costs and out-of-pocket expenses in connection with the forwarding to Borrower or any other Person on behalf of Borrower by
Bank of the proceeds of any of the Loans (including by wire transfer);



(f) all of Banks costs and out-of-pocket expenses in connection with the evaluation, observation, appraisal or assessment of any of the Collateral, Borrower and its Subsidiaries or their respective affairs; and



37



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(g) whenever Bank sustains or incurs any out-of-pocket expenses in connection with (1) the failure by
Borrower to borrow or reborrow any LIBOR Loan, or reborrow any Revolving Loan as a LIBOR Loan, in each case, after having given notice of its intention to borrow in accordance with Sections 1.1and 1.4(whether by the election of
Borrower not to proceed or the failure to satisfy of any of the conditions set forth in Section2), or (2) prepayment of any LIBOR Loan in whole or in part, Borrower shall pay to Bank, upon the earlier of Banks demand or the
Commitment Maturity Date an amount sufficient to compensate Bank for all such out-of-pocket expenses. Banks good faith determination of the amount of such out-of-pocket expenses, shall, absent manifest error, be deemed final, binding, and
conclusive upon Borrower. Losses subject to reimbursement under this Agreement shall include expenses incurred by Bank or any participant of Bank permitted under this Agreement in connection with the re-employment of funds prepaid, repaid, not
borrowed, or paid, as the case may be, and any lost profit of Bank or any participant of Bank over the remainder of the LIBOR Loan Period for such prepaid LIBOR Loan.



10.3 Indemnity.



(a) Borrower and each of its Subsidiaries shall indemnify and hold each Indemnified Person, harmless from and against any Claim which may be instituted
or asserted against or incurred by any such Indemnified Person as the result of credit having been extended or not extended under this Agreement and the other Loan Documents or otherwise in connection with or arising out of the transactions
contemplated hereunder or thereunder, including any Claim for Environmental Liabilities and Costs and legal costs and expenses of disputes between the parties to this Agreement; provided, that Borrower shall not be liable for indemnification
of an Indemnified Person to the extent that any such Claim is finally determined by a court of competent jurisdiction to have resulted solely from such Indemnified Persons gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE
RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH
MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED OR NOT EXTENDED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.



(b) In any suit, proceeding or action brought by Bank relating to any item
of Collateral or any amount owing hereunder, or to enforce any provision of any item of Collateral, Borrower shall save, indemnify and keep Bank harmless from and against all expense, loss or damage suffered by reason of such action or any defense,
setoff, or counterclaim asserted for any reason, other than arising solely as a result of the gross negligence or willful misconduct of the Bank or its agents or employees, by the other party or parties to such litigation and however arising, except
to the extent attributed to the gross negligence or willful misconduct of Bank or its agents, employees or representatives. All obligations of Borrower or any of its Subsidiaries with respect to any item of Collateral shall be and remain enforceable
against, and only against, Borrower or such Subsidiary, as the case may be, and shall not be enforceable against Bank. This Section 10.3shall survive the Termination Date.



38



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10.4 No Waiver. Neither Banks failure, at any time or times, to require strict performance
by Borrower or any of its Subsidiaries of any provision of any Loan Document, nor Banks failure to exercise, nor any delay in exercising, any right, power or privilege under this Agreement, (a) shall waive, affect or diminish any right of Bank
thereafter to demand strict compliance and performance therewith, or (b) shall operate as a waiver thereof. Any suspension or waiver of a Default, Event of Default, or other provision under the Loan Documents must be in writing signed by an
authorized employee of Bank to be effective and shall not suspend, waive or affect any other Default or Event of Default, whether the same is prior or subsequent thereto and whether of the same or of a different type, and shall not be construed as a
bar to any right or remedy that Bank would otherwise have had on any future occasion.



10.5 Severability. Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of any Loan Document shall
be prohibited by or invalid under Applicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of such Loan Document. Except as
otherwise expressly provided herein or in any other Loan Document, all undertakings, agreements, covenants, warranties and representations of or binding upon Borrower or any of its Subsidiaries and all rights of Bank, all as contained in the Loan
Documents, shall not terminate or expire, but rather shall survive such termination or cancellation and shall continue in full force and effect until the Termination Date; provided, that the reimbursement and expense provisions of Section
10.2, the indemnity provisions of Section 10.3, the governing law and venue provisions of Section 10.11and the jury trial waiver of Section 10.12shall all survive the Termination Date.



10.6 Conflict of Terms. Except as otherwise provided in any Loan
Document by specific reference to the applicable provisions of this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any other Loan Document, the provision contained in this
Agreement shall govern and control.



10.7 Notices.



(a) All notices and other communications under this
Agreement and the other Loan Documents shall be in writing and shall be deemed to have been given three days after deposit in the mail, first class mail, postage prepaid, or one day after being entrusted to a reputable commercial overnight delivery
service, or when sent out by facsimile transmission addressed to the party to which such notice is directed at its address determined as provided in this Section 10.7. All notices and other communications under this Agreement shall be given
to the parties hereto at the following addresses:



|                                           
|-------------------------------------------
|(1)    if to Borrower:                     
|                                           
|Barbeques Galore, Inc.                     
|Barbeques Galore.Online                    
|10 Orchard Road, Suite 200                 
|Lake Forest, CA 92630                      
|Attn: Kevin Ralphs, Chief Financial Officer
|Telephone No.: (949) 597-2400              
|Facsimile No.:  (949) 597-2434             



39



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|                                     
|-------------------------------------
|with a copy to:                      
|                                     
|Solomon, Ward, Seidenwurm & Smith    
|401 B Street, Suite 1200             
|San Diego, CA 92101                  
|Attn: Norman Smith, Esq.             
|Telephone No.: (619) 231-0303        
|Facsimile No.:  (619) 231-4755       
|                                     
|(2)    If to Bank:                   
|                                     
|Union Bank of California, N.A.       
|200 Pringle Avenue, Suite 260        
|Walnut Creek, CA 94596               
|Attn: Commercial Finance Division    
|Telephone No.: (925) 947-3086        
|Facsimile No.:  (925) 943-7442       
|                                     
|with a copy to:                      
|                                     
|Buchalter, Nemer, Fields & Younger   
|601 South Figueroa Street, Suite 2400
|Los Angeles, CA 90017-5704           
|Attn: Richard Jay Goldstein, Esq.    
|Telephone No.: (213) 891-0700        
|Facsimile No.:  (213) 896-0400       



(b) Any party to this
Agreement may change the address to which notices shall be directed under this Section 10.7by giving 10 days written notice of such change to the other parties.



10.8 Section Titles. The Section titles and Table of Contents contained in this Agreement and any other Loan Document
are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.



40



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10.9 Counterparts. Each Loan Document may be authenticated in any number of identical
counterparts, which shall constitute an original and collectively and separately constitute a single instrument or agreement. Delivery of an executed counterpart of a signature page to this Agreement or any other Loan Document by facsimile
transmission shall be effective as delivery of a manually executed counterpart thereof.



10.10 Time of the Essence.. Time is of the essence for payment and performance of the Obligations.



10.11 GOVERNING LAW; VENUE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND BANK PERTAINING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT BANK, AND BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF LOS ANGELES COUNTY, CALIFORNIA; AND
FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE BANK FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY
OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BANK. BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND BORROWER HEREBY WAIVES
ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO
BORROWER AT THE ADDRESS SET FORTH IN SECTION 10.7 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF BORROWERS ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER POSTAGE PREPAID.



41



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10.12 WAIVER OF JURY TRIAL. BORROWER AND BANK HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO. BORROWER AND BANK ACKNOWLEDGE THAT THIS WAIVER IS
A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER
AND BANK WARRANT AND REPRESENT THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.



[Remainder of page intentionally left blank.]



42



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IN WITNESS WHEREOF, this Loan and Security Agreement has been duly executed as of the date first written
above.



|          |  |                                                   |  |                  
|--------- |  | ------------------------------------------------- |  | -----------------
|BORROWER: |  | BARBEQUES GALORE, INC., a California corporation 
|          |  |                                                  
|          |  | By:                                               |  | /s/ Sydney Selati
|          |  | Name:                                             |  | Sydney Selati    
|          |  | Title:                                            |  | President        
|          | 
|          |  | BARBEQUES GALORE.ONLINE, a California corporation
|          |  |                                                  
|          |  | By:                                               |  | /s/ Sydney Selati
|          |  | Name:                                             |  | Sydney Selati    
|          |  | Title:                                            |  | President        
|          | 
|BANK:     |  | UNION BANK OF CALIFORNIA, N.A.                   
|          |  |                                                  
|          |  | By:                                               |  | /s/ Greg F. Ennis
|          |  | Name:                                             |  | Greg F. Ennis    
|          |  | Title:                                            |  | Vice President   



S-1

Loan and Security Agreement



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SCHEDULE A



DEFINITIONS AND RULES OF CONSTRUCTION



1. In addition to the defined terms appearing below, capitalized terms used in this Agreement and the other Loan Documents
shall have (unless otherwise provided elsewhere in this Agreement or in the other Loan Documents) the following respective meanings:



Account Debtor means any Person who may become obligated to any Person under, with respect to, or on account of, an Franchisee Account,
Chattel Paper or General Intangible (including a Payment Intangible).



Accounts means all accounts, as such term is defined in the UCC, now owned or hereafter acquired by any Person, including (a) all accounts receivable, other receivables, book debts and other forms of
obligations (other than forms of obligations evidenced by Chattel Paper or Instruments) (including any such obligations that may be characterized as an account or contract right under the UCC), (b) all of such Persons rights in, to and under
all purchase orders or receipts for goods or services, (c) all of such Persons rights to any goods represented by any of the foregoing (including unpaid sellers rights of rescission, replevin, reclamation and stoppage in transit and
rights to returned, reclaimed or repossessed goods), (d) all rights to payment due or to become due to such Person for Goods or other property sold, leased, licensed, assigned or otherwise disposed of, for a policy of insurance issued or to be
issued, for a secondary obligation incurred or to be incurred, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit card or charge card, or for services rendered
or to be rendered by such Person or in connection with any other transaction (whether or not yet earned by performance on the part of such Person), and (e) all collateral security of any kind, given by any Account Debtor or any other Person with
respect to any of the foregoing.



ACH
Transactions means any cash management or related services provided by Bank to Borrower, including the automatic clearing house transfer of funds by Bank for the account of Borrower pursuant to any agreement or overdrafts.



Affiliate means, with respect to any Person: (a) each
Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, 20% or more of the Stock having ordinary voting power in the election of directors of such Person; (b) each Person that
controls, is controlled by or is under common control with such Person or any Affiliate of such Person; (c) each of such Persons officers, directors, joint venturer, partners and Subsidiaries; or (d) with regard to Borrower, each Related
Person. For the purpose of this definition, control of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting
securities, by contract or otherwise.



Agreement means the Loan and Security Agreement to which this Schedule A is attached or otherwise identified.



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Applicable Inventory Advance means (a) during the months of March through July, 65% of
the value of Borrowers Eligible Inventory, as determined by Bank based on the Schedule of Inventory most recently delivered by Borrower to Bank and on other information available to Bank, valued at the lower of cost or market on a first-in,
first-out basis, or (b) during the months of August through February, 60.5% of the value of Borrowers Eligible Inventory, as determined by Bank based on the Schedule of Inventory most recently delivered by Borrower to Bank and on other
information available to Bank, valued at the lower of cost or market on a first-in, first-out basis. The percentages set forth in this definition (x) are equal to 85% of the appraised net recovery value of Eligible Inventory of 77.5% for the months
of March through July and 71.5% for the months of August through February, (y) shall not exceed 65%, and (z) may be adjusted by Bank from time to time in proportion to changes in the appraised net recovery value of Eligible Inventory to maintain
such percentages at 85% of the appraised net recovery value of Eligible Inventory.



Applicable Law means, in respect of any Person, all provisions of constitutions, statutes, rules, regulations and orders of governmental bodies or regulatory agencies applicable to such Person, and
all orders and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party or by which it or its properties are bound.



Australian Bank means Australia and New Zealand Banking Group Limited.



Australian Parent means Barbeques Galore Limited, a
corporation organized under the laws of the Capital Territory, Australia.



Authorized Signatory means such senior personnel of Borrower as may be duly authorized and designated in writing by Borrower to execute documents, agreements, and instruments on behalf of Borrower
and to pledge Borrowers personal property.



Bank means Union Bank of California, N.A. and its successors and assigns.



Bank Products means any one or more of the following types of services or facilities extended to Borrower by Bank or any Affiliate of
Bank in reliance on Banks agreement to indemnify such Affiliate: (i) credit cards; (ii) ACH Transactions; (iii) cash management, including controlled disbursement services; and (iv) Hedge Agreements.



Bank Products Reserve means a reserve against Borrowing
Availability that Bank establishes from time to time in its reasonable discretion for Bank Products then provided or outstanding.



Bankruptcy Code means the Bankruptcy Code (11 U.S.C. Sections 101 et seq.).



Books and Records means, solely with respect to the
Collateral, all books, records, contracts, licenses, insurance policies, files, accounting books and records, and financial statements (actual and pro forma).



Borrower means, jointly and severally, Barbeques Galore, Inc., a California corporation, and Barbeques Galore.Online, a California
corporation.



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Borrowing Availability means, at any time, the lesser of (a) the Maximum Amount at
such time, or (b) the Borrowing Base, but in either case, less the sum of the Outstanding Letter of Credit Amount, the Dilution Reserve, the Rent Reserve, if any, the Bank Products Reserve, if any, and any other reserves established by Bank
from time to time. Bank reserves the right, at any time and from time to time after the Closing Date, to establish and modify reserves in its reasonable credit judgment.



Borrowing Base means, at any time, an amount equal to the lesser of (1) ***, or (2) the sum of (i)
Applicable Inventory Advance, and (ii) during the months of December through April, 85% of the value (as determined by Bank based on the Schedule of Franchisee Accounts most recently delivered by Borrower to Bank and on other information available
to Bank) of Borrowers Eligible Franchise Accounts; provided, that the aggregate amount of all outstanding Loans with respect to Borrowers Eligible Franchise Accounts shall not exceed *** at any time. Bank reserves the right, at
any time and from time to time after the Closing Date, to establish and modify the criteria set forth in, or establish new criteria for, the definition of Eligible Franchisee Accounts and Eligible Inventory and, subject to
the provisions of Section 1.11 hereof, to establish and modify other reserves, in its reasonable credit judgment.



Business Day means any day that is not a Saturday, Sunday, or other day on which banks in the State of California are authorized or
required to close, and in reference to LIBOR Loans means a Business Day that is also a day on which banks in the city of London are open for interbank or foreign exchange transactions.



Capital Expenditures means, with respect to any Person, all payments or accruals (including Capitalized
Lease Obligations) for any fixed assets or improvements or for replacements, substitutions or additions thereto, that have a useful life of more than one year and that are required to be capitalized under GAAP.



Capitalized Lease Obligation means, with respect to any
Person, that portion of any obligation as lessee under a lease that is required to be capitalized on, or disclosed in a footnote to, the balance sheet of such Person in accordance with GAAP.



Change of Control means, with respect to any Person on or
after the Closing Date (a) that any other Person or group shall increase its beneficial ownership (as such terms are defined under Section 13d-3 of and Regulation 13D under the Securities Exchange Act of 1934), either
directly or indirectly, by more than 10% of the outstanding shares of Stock of such Person having the right to vote for the election of directors of such Person under ordinary circumstances, (b) that any change in the composition of such
Persons stockholders as of the Closing Date shall occur which would result in any stockholder or group acquiring 49.9% or more of any class of Stock of such Person, or (c) that any other Person (or group of Persons acting in concert) shall
otherwise acquire the power to direct the management or affairs of such Person by obtaining proxies, entering into voting agreements or trusts, acquiring securities or otherwise.



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Charges means all Federal, state, county, city, municipal, local, foreign or other
governmental taxes (including taxes owed to PBGC at the time due and payable), levies, assessments, charges, liens, and all additional charges, interest, penalties, expenses, claims or encumbrances upon or relating to (a) the Collateral, (b) the
Obligations, (c) the employees, payroll, income or gross receipts of Borrower, (d) the ownership or use of any assets by Borrower, or (e) any other aspect of Borrowers business.



Chattel Paper means all chattel paper, as such term is defined in the UCC and including both
tangible and electronic chattel paper, now owned or hereafter acquired by any Person, wherever located.



Claim means any and all: suits, actions, or proceedings in any court or forum, at law, in equity or otherwise; costs, fines,
deficiencies, or penalties; asserted claims or demands by any Person; arbitration demands, proceedings or awards; damages, losses, liabilities and expenses (including reasonable attorneys fees and disbursements and other costs of collection,
defense or appeal); enforcement of rights and remedies; or criminal, civil or regulatory investigations.



Closing Date means November 23, 2004.



Collateral means all money, cash, cash equivalents, Franchisee Accounts, Deposit Accounts, other bank and deposit accounts (including
the Control Account, the Disbursement Account and any other bank accounts maintained by Borrower or any of its Subsidiaries at Bank) and deposits, Inventory, letters of credit, Letter of Credit Rights, Supporting Obligations, Books and Records,
General Intangibles, and all Proceeds (including insurance claims and insurance proceeds) of any of the foregoing, regardless of whether the Collateral, or any of it, is property as to which the UCC provides the perfection of a security interest,
and all rights and remedies applicable to such property, but excluding in all events, Hazardous Materials.



Collateral Documents means all Loan Documents granting Liens to Bank to secure the Obligations or other rights with respect to the
Collateral.



Commercial Letter of Credit
means commercial or trade letters of credit issued at the request and for the account of Borrower and for which Bank has incurred Letter of Credit Obligations.



Commitment Maturity Date means the earliest of (a) November 22, 2007, (b) the date Banks obligation to make Loans and incur
Letter of Credit Obligations is terminated and the Obligations are declared to be due and payable pursuant to Section 7.2, and (c) the date of prepayment in full by Borrower of the Obligations in accordance with the provisions of Section
1.10.



Compliance Certificate means a
statement in reasonable detail certified by the Chief Executive Officer or the Chief Financial Officer of Borrower certifying, to their best knowledge, after due inquiry, that (a) no Default or Event of Default has occurred and is continuing (or
specifying those Defaults or Events of Default that have occurred and are



---

continuing of which he or she was aware), and (b) Borrower is in compliance with the Financial Covenants tested on a quarterly basis under this Agreement and
showing the calculations used in determining compliance with such Financial Covenants, which statement shall be in substantially the form of Exhibit C.



Concentration Account means account number *** in the name of Borrower maintained at Bank of America,
N.A.



Contracts means all contracts,
undertakings, and agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) in or under which any Person may now or hereafter have any right, title or interest, including any agreement relating to the terms of payment or
the terms of performance of any Franchisee Account.



Control Account means account number *** in the name of Borrower maintained at Bank.



Control Letter means a letter agreement between Bank and (i) the issuer of uncertificated securities with respect to uncertificated
securities in the name of Borrower or any of its Subsidiaries, (ii) a securities intermediary with respect to securities, whether certificated or uncertificated, securities entitlements and other financial assets held in a securities account in the
name of Borrower or any of its Subsidiaries, or (iii) a futures commission merchant or clearing house, as applicable, with respect to commodity accounts and commodity contracts held by Borrower or any of its Subsidiaries, whereby, among other
things, the issuer, securities intermediary or futures commission merchant limits any Lien that it may have in the applicable financial assets in a manner reasonably satisfactory to Bank, acknowledges the Lien of Bank on such financial assets, and
agrees to follow the instructions or entitlement orders of Bank without further consent by Borrower or any of its Subsidiaries.



Credit Facilities means the Revolving Loans and the Letters of Credit.



Daily Balance means, as of any Business Day, (a) the Obligations as of the beginning of such Business
Day, plus (b) any new Obligations advanced or incurred on such Business Day, minus (c) any payments or collections which are deemed to be made on such Business Day under the provisions of this Agreement. For purposes of this
calculation, the term Obligations shall exclude the amount of any Letter of Credit issued for the account of Borrower that has not been drawn upon.



Debt Service Coverage Ratio means the ratio of (a) trailing twelve month EBITDA, minus (i) Capital Expenditures for such
period that are not financed through the incurrence of any Indebtedness (excluding the Revolving Loans and new store openings), minus(ii) taxes paid during such period, minus (iii) cash distributions to its Stockholders, if any,
permitted under this Agreement, to (b) the sum of (i) current maturities of long-term Indebtedness plus (ii) trailing twelve month Interest Expense paid or accrued in respect of any Indebtedness.



Default means any event which, with the passage of time or
notice or both, would, unless cured or waived, become an Event of Default.



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Default Letter of Credit Fee means a per annum default rate equal to 3% percent in
excess of the otherwise applicable Letter of Credit Fee (calculated on the basis of a 360-day year and actual days elapsed) on the face amount of the Letters of Credit then outstanding.



Default Rate means a per annum default rate equal to three percent in excess of the maximum interest
rate(s) otherwise applicable on the Obligations from the date of the Default or Event of Default.



Deposit Accounts means all deposit accounts as such term is defined in the UCC, now or hereafter held in the name of any
Person.



Dilution means non-cash reductions
in the Franchisee Accounts divided by Borrowers gross sales for such period.



Dilution Reserve means a reserve against Borrowing Availability to be established by Bank if Dilution exceeds 5% on a rolling twelve month basis, which reserve shall be in an amount equal to 1% of
Eligible Franchisee Accounts for each 1% of Dilution in excess of 5%.



Disbursement Account means account number *** in the name of Borrower maintained at Bank.



Documents means all documents, as such term is defined in the UCC, now owned or hereafter acquired by any Person, wherever
located, including all bills of lading, dock warrants, dock receipts, warehouse receipts, and other documents of title, whether negotiable or non-negotiable.



Dollars means lawful currency of the United States.



EBITDA means, with respect to any Person for any period, the Net Income (Loss) of such Person for such
period, plus interest expense, tax expense, amortization expense, depreciation expense and extraordinary losses and minus extraordinary gains, in each case of such Person for such period and as determined in accordance with GAAP to the
extent included in the determination of such Net Income (Loss).



Eligible Franchise Account means, as of any date of determination, a Franchisee Account of Borrower:



(a) owing from one of Borrowers franchisees that is acceptable to Bank in its reasonable credit judgment;



(b) that is due and payable within 90 days following its original invoice
date;



(c) that conforms to all of the representations and
warranties pertaining to Franchisee Accounts set forth in this Agreement or any other Loan Document;



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(d) (1) that arises from the sale of goods of, or the performance of services by, Borrower in the
ordinary course of its business, (2) that is subject to a valid, perfected and continuing first priority Lien in favor of Bank and is owned by Borrower free and clear of any rights, claims, Liens or other interests of any Person other than Liens in
favor of Bank, (3) with respect to which an invoice, in form and substance acceptable to Bank, has been sent to the applicable Account Debtor, (4) that is not a credit aged beyond its eligible period, a franchisee deposit or a franchisee prepayment,
(5) that does not represent the right to receive a progress payment or other advance billing, and (6) that does not represent an unapplied credit memo or chargeback;



(e) that (1) is a bona fide, valid and enforceable obligation of the applicable Account Debtor upon which Borrowers
right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever and (2) does not arise with respect to goods that are placed on consignment, guaranteed sale, sale or return or sale on approval or delivered on
a bill-and-hold or cash-on-delivery basis or upon other terms by reason of which payment by the applicable Account Debtor is or may be conditional;



(f) with respect to which the applicable Account Debtor has not asserted any defense, counterclaim, set-off or dispute, and such Franchisee Account is not
a contra Franchisee Account;



(g) with respect to
which the applicable Account Debtor is not (1) a Federal, state or local governmental entity or agency, unless Bank, in its sole discretion, has agreed to the contrary in writing and Borrower, if necessary or desirable, has complied with the Federal
Assignment of Claims Act of 1940 or any applicable state statute or municipal ordinance of similar purpose and effect with respect thereto, (2) an Affiliate, a Subsidiary, a Related Person or an employee of Borrower, and (3) located outside the
United States, unless such Franchisee Account is supported by a letter of credit assigned to Bank, or covered by credit insurance, in either case in form and substance, and issued by an institution, satisfactory to Bank in Banks sole
discretion;



(h) with respect to which the applicable Account
Debtor has not: (1) commenced or been the subject of a case or proceeding under the Bankruptcy Code or any other Federal, state, foreign receivership or any other insolvency or bankruptcy laws; (2) made a general assignment for the benefit of
creditors; (3) failed to pay its debts generally as they come due, suspended business or become insolvent; or (4) consented to or suffered the appointment of a receiver, trustee, liquidator or custodian for it or for all or a significant portion of
its assets or affairs;



(i) the collection of which, in
Banks reasonable credit judgment, is not doubtful by reason of the applicable Account Debtors financial condition or otherwise;



(j) that is not evidenced by any Chattel Paper, Instrument or judgment;



(k) to the extent that the total unpaid amount of such Franchisee Account, when added together with all other Franchisee
Accounts due to Borrower from the applicable Account Debtor with respect to the same store, does not exceed 35% of all Franchisee Accounts owing to Borrower from the applicable Account Debtor with respect to the same store;



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(l) that is payable only in Dollars;



(m) that is not in default (an Franchisee Account shall be deemed to be in default under this clause (l) if (1) such
Franchisee Account is not paid within the earlier of 60 days following its due date or 90 days following its original invoice date or (2) such Franchisee Account is an obligation of an Account Debtor with respect to which more than 25% of all
Franchisee Accounts due to Borrower from such Account Debtor are not otherwise eligible under the other criteria set forth in this definition); and



(n) that is otherwise acceptable to Bank in its reasonable credit judgment.



Eligible Inventory means, as of any date of determination, Inventory of Borrower:



(a) that (1) consists of first quality finished goods held for sale in the
ordinary course of Borrowers business, (2) is subject to a valid, perfected and continuing first priority Lien in favor of Bank and (3) is owned by Borrower free and clear of any rights, claims, Liens or other interests of any Person other
than Liens in favor of Bank;



(b) that is (1) located on
premises owned, leased or operated by Borrower or (2) stored on premises owned or operated by a bailee, warehouseman or similar Person, in each case with respect to which such location is within the United States of America, and to the extent
required by the provision of Section3.22(b)of this agreement the applicable landlord shall have executed and delivered to Bank a Landlords Waiver or the applicable bailee, warehouseman or similar Person shall have executed and
delivered to Bank a bailee letter in form and substance acceptable to Bank;



(c) that conforms to all of the representations or warranties pertaining to Inventory set forth in this Agreement or any other Loan Document;



(d) that is not (1) placed on consignment or (2) in transit (other than Eligible In-Transit Inventory);



(e) that does not consist of raw materials, work-in-process, packaging or
shipping materials, labels, manufacturing supplies, replacement parts, samples, display items, marketing materials, warranty returns, promotional items, or perishable items;



(f) that does not constitute obsolete, slow-moving (i.e., classified by Borrower as clearance Inventory or discontinued),
shopworn, unmerchantable, unsalable, defective, returned, damaged, off-season or out-of-season, excess, unusable or unworkable goods or goods unfit for further processing;



(g) that is covered by property and casualty insurance acceptable to Bank;



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(h) that consists of goods that can be transported or sold only with licenses that are readily available;
and



(i) that is otherwise acceptable to Bank in its reasonable
credit judgment.



Eligible In-Transit
Inventory means in-transit finished goods Inventory of an amount not to exceed $4,000,000 at any time (valued at cost net of all duty, taxes and other charges) and for which all of the following conditions are satisfied:



(a) such Inventory is being shipped directly from (i) a foreign country to
the Ontario, California location or one of Borrowers other domestic warehouse locations for which, to the extent required by the terms of Section 3.22(b) of this Agreement, a Landlords Waiver or bailee agreement acceptable
to Bank has been obtained (each such location, an Approved Warehouse), (ii) one Approved Warehouse to another Approved Warehouse, or (iii) an Approved Warehouse to one of Borrowers stores; provided, that the $4,000,000
limitation set forth above, shall not apply to clauses (ii) and (iii) of this subsection;



(b) with respect to Inventory being shipped from a foreign country, such Inventory is covered by a clean on board negotiable through bill of lading (i) issued by a common carrier acceptable to Bank in its sole
discretion, (ii) issued to the order of the seller of such Inventory, (iii) that is clean and without any notations or accompanying instructions that could operate to prevent a Person to whom such bill of lading is duly negotiated from holding the
issuer thereof according to its original terms, (iv) that requires payment or provisions for payment in acceptable form before delivery of any goods covered thereby, (v) that indicates that the Inventory is consigned to Bank, and (vi) is otherwise
acceptable to Bank in its sole discretion;



(c) such Inventory
is fully insured against all risks (including war risks), and a policy or certificate of such insurance, in form and substance acceptable to Bank, with loss payable endorsement naming Bank, as loss payee, is delivered to Bank; and



(d) such Inventory is otherwise deemed to be Eligible Inventory.



Environmental Laws means any and all
Federal, state, local and municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements of any Governmental Authority regulating, relating to or imposing liability or standards of conduct concerning environmental
protection matters, including, Hazardous Materials, as now or may at any time in the future be in effect.



Environmental Liabilities and Costs means all liabilities, obligations, responsibilities, remedial actions, removal costs, losses,
damages, costs and expenses that relate to any health or safety condition regulated under any Environmental Law or in connection with any other environmental matter or Release, threatened Release, or the presence of any Hazardous Material.



Environmental Permits means all permits,
licenses, administrative orders, consent orders, consent decrees, governmental agency agreements or other written documents detailing required environmental performance expected of Borrower or any of its Subsidiaries by any Governmental Authority.



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Equipment means all equipment, as such term is defined in the UCC, now
owned or hereafter acquired by any Person, wherever located, including all machinery, machine tools, motors, equipment, furniture, furnishings, fixtures, vehicles (including motor vehicles and trailers), tools, parts, dies, jigs, goods (other than
consumer goods, farm products, or Inventory), and all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing.



ERISA means the Employee Retirement Income Security Act of 1974 and the regulations thereunder.



ERISA Affiliate means any trade or business
(whether or not incorporated) which is a member of a controlled group of corporations, a group of trades or businesses under common control, or an affiliated service group, which includes Borrower within the
meaning of Sections 414(b), (c), (m) or (o) of the IRC.



Event of Default means any of the events specified in Section7.1.



Financial Covenants means the financial covenants set forth in Section 3.24.



Financial Statements means the income statement, balance
sheet and statement of cash flows of U.S. Holding Company, consolidated with each of its Subsidiaries, including, but not limited to, Borrower, internally prepared for each Fiscal Month, and audited for each Fiscal Year, in each case prepared in
accordance with GAAP including the notes and schedules thereto.



Fiscal Month means any of the monthly accounting periods of Borrower.



Fiscal Quarter means any of the quarterly accounting periods of Borrower.



Fiscal Year means the 12-Fiscal Month period of Borrower ending January 31st of each year. Subsequent
changes of the Fiscal Year of Borrower shall not change the term Fiscal Year unless Bank shall consent in writing to such change.



Franchisee Accounts means any Account (including, but not limited to, royalties owing to the Borrower from a franchisee of Borrower) as
to which the Account Debtor is a franchisee of Borrower.



GAAP means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.



General Intangibles means all general intangibles, as such term is defined in the UCC, now owned or hereafter acquired by
any Person, but only to the extent the same are related to or arise in connection with the Franchisee Accounts or Inventory, including all right, title and interest which such Person may now or hereafter have in or under any Contract, all



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Claims, Payment Intangibles, contract rights, choses in action, Licenses, Intellectual Property, Software, permits, proprietary or confidential information,
technical information, procedures, knowledge, know-how, data bases, data, skill, expertise, experience, processes, materials, Books and Records, Goodwill (including Goodwill associated with any Intellectual Property), all rights and claims in or
under insurance policies (including insurance for fire, damage, loss and casualty), deposit accounts, rights to receive tax refunds and other payments, rights to receive cash, and rights of indemnification.



Goods means all goods, as such term is defined
in the UCC, now owned or hereafter acquired by any Person, wherever located, including embedded software to the extent included in goods as defined in the UCC, manufactured homes, standing timber that is cut and removed for sale and
unborn young of animals.



Goodwill means all
goodwill, trade secrets, proprietary or confidential information, technical information, procedures, formulae, quality control standards, designs, operating and training manuals, and distribution agreements now owned or hereafter acquired by any
Person.



Governmental Authority means any
nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.



Guaranteed Indebtedness means, with respect to any Person,
any obligation of such Person guaranteeing any indebtedness, lease, dividend, or other obligation (primary obligations) of any other Person (the primary obligor) in any manner, including any obligation or arrangement of such
Person (a) to purchase or repurchase any such primary obligation, (b) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency or any balance sheet condition of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the
primary obligor to make payment of such primary obligation, or (d) to indemnify the owner of such primary obligation against loss in respect thereof. The amount of any Guaranteed Indebtedness at any time shall be deemed to be an amount
equal to the lesser at such time of (x) the stated or determinable amount of the primary obligation in respect of which such Guaranteed Indebtedness is made, and (y) the maximum amount for which such Person may be liable pursuant to the terms of the
instrument embodying such Guaranteed Indebtedness; or, if not stated or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof.



Guarantor means the U.S. Holding Company.



Guaranty means that certain guaranty executed by each Guarantor in favor of Bank, in substantially the
form of Exhibit A.



Hazardous
Material means any substance, material or waste, the generation, handling, storage, treatment or disposal of which is regulated by any Governmental Authority, or



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forms the bases of liability now or hereafter under, any Environmental Law in any jurisdiction in which Borrower or any of its Subsidiaries has owned,
leased, or operated real property or disposed of hazardous materials.



Hedge Agreement means any transactions, agreements or documents now existing or hereafter entered into that provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange
transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging Borrowers exposure to fluctuations in interest or exchange
rates, loan, credit exchange, security or currency valuations or commodity prices.



Indebtedness of any Person means: (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (including reimbursement and all other obligations
with respect to surety bonds, Letters of Credit and bankers acceptances, Hedge Agreements or agreements for Bank Products, in each case whether or not matured, but excluding obligations to trade creditors incurred in the ordinary course of
business and not more than 45 days past due, customer deposits, lay-away type deposits and deferred taxes); (b) all obligations evidenced by notes, bonds, debentures or similar instruments; (c) all indebtedness created or arising under any
conditional sale or other title retention agreements with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of
such property); (d) all Capitalized Lease Obligations; (e) all Guaranteed Indebtedness; (f) all Indebtedness referred to in clauses (a), (b), (c), (d) or (e) above secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; (g) with respect to
Borrower, the Obligations; and (h) all liabilities under Title IV of ERISA.



Indemnified Person means Bank and Banks Affiliates and each of their respective employees, attorneys, consultants, representatives and agents and their respective successors and assigns.



Instruments means all
instruments, as such term is defined in the UCC, now owned or hereafter acquired by any Person, wherever located, and, in any event, including all certificated securities, all certificates of deposit, and all promissory notes and other
evidences of indebtedness, other than instruments that constitute, or are a part of a group of writings that constitute, Chattel Paper.



Intellectual Property means all of the following now owned or hereafter acquired by any Person: (a) patents, trademarks, trade dress,
trade names, service marks, copyrights, trade secrets and all other intellectual property or Licenses thereof; and (b) all Proceeds of the foregoing.



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Interest Expense means, with respect to any Person for any fiscal period, interest
expense (whether cash or non-cash) of such Person paid or deemed paid in respect of any Indebtedness during such period determined in accordance with GAAP.



Inventory means all inventory, as such term is defined in the UCC, now owned or hereafter acquired by any Person, wherever
located, including all goods, merchandise and other personal property held for sale or lease by any Person, or which is furnished by such Person under any contract of service or is held by such Person as raw materials, work or goods in process,
finished goods, returned goods or materials and supplies of every nature used or consumed or to be used or consumed by such Person in the ordinary course of its business including all embedded software, whether now owned or hereafter acquired by
such Person.



IRC means the Internal Revenue
Code of 1986.



Joint and Several Borrower
Rider means that certain agreement dated of even date herewith, between each Borrower in favor of Bank, so that each Borrower may jointly and severally assume and bind one another to all debts, liabilities and obligations arising under
this Agreement and each of the other Loan Documents.



Landlords Waiver means a landlord waiver agreement executed by each landlord in favor of Bank, in substantially the form of Exhibit D.



Letter of Credit means an irrevocable Commercial Letter of Credit or Standby Letter of Credit issued for
the account of Borrower pursuant to Section 1.6.



Letter of Credit Fee means, collectively, the fee(s) to be paid by Borrower to Bank, for the ratable benefit of Bank, for each Letter of Credit, as set forth on Schedule 1.6.



Letter of Credit Obligations means all obligations
incurred by Bank at the request of Borrower in connection with the issuance of Letters of Credit.



Letter of Credit Rights means letter-of-credit rights as such term is defined in the UCC, now owned or hereafter acquired
by any Person, including rights to payment or performance under a letter of credit, whether or not such Person, as beneficiary, has demanded or is entitled to demand payment or performance.



LIBOR means, for any LIBOR Loan Period, the rate
determined by Bank to be the per annum rate (rounded upward to the nearest one-hundredth of one percent (1/100%)) at which deposits in immediately available funds and in lawful money of the United States would be offered to Bank outside of the
United States at approximately 11:00 a.m. (Pacific time) two Business Days before the first day of such LIBOR Loan Period, in an amount approximately equal to the principal amount of, and for a length of time approximately equal to the LIBOR Loan
Period for, the LIBOR Loan sought by Borrower.



LIBOR
Basis means a per annum interest rate equal to the quotient of (a) LIBOR divided by (b) one minus the LIBOR Reserve Percentage, stated as a decimal. The LIBOR Basis shall be rounded upward to the nearest one-sixteenth
of one percent (1/16%) and, once determined, shall remain unchanged during the applicable LIBOR Loan Period, except for changes to reflect adjustments in the LIBOR Reserve Percentage.



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LIBOR Loan means a Revolving Loan that Borrower requests to be made as a LIBOR Loan or
that is reborrowed as, or converted to, a LIBOR Loan, in each case in accordance with the provisions of Sections 1.1 and 1.4.



LIBOR Loan Period means, for each LIBOR Loan, each one, two, three or six month period, as selected by Borrower pursuant to Section
1.4, during which LIBOR applicable to such LIBOR Loan shall remain unchanged; provided, that (a) any applicable LIBOR Loan Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding
Business Day, unless such Business Day falls in another calendar month, in which case such LIBOR Loan Period shall end on the immediately preceding Business Day, (b) any applicable LIBOR Loan Period which begins on a day for which there is no
numerically corresponding day in the calendar month during which such LIBOR Loan Period is to end shall (subject to clause (a) above) end on the last day of such calendar month, and (c) no LIBOR Loan Period shall extend beyond the Commitment
Maturity Date.



LIBOR Reserve Percentage
means the percentage in effect from time to time under Regulation D of the Board of Governors of the Federal Reserve System as the maximum reserve requirement applicable with respect to Eurocurrency Liabilities (as that term is defined in Regulation
D), whether or not Bank has any Eurocurrency Liabilities subject to such reserve requirement at such time. The LIBOR Basis for any LIBOR Loan shall be adjusted as of the effective date of any change in the LIBOR Reserve Percentage.



License means any license under any written agreement now
owned or hereafter acquired by any Person granting the right to use any Intellectual Property or other license of rights or interests now held or hereafter acquired by any Person.



Lien means, with respect to any property, any security deed, mortgage, deed to secure debt, deed of
trust, lien, pledge, assignment, charge, security interest, title retention agreement, negative pledge, levy, execution, seizure, attachment, garnishment, or other encumbrance of any kind in respect of such property, whether or not choate, vested,
or perfected.



Loan Documents means
collectively, this Agreement, the Joint and Several Borrower Rider, any Subordination Agreement, any Landlords Waiver, the Collateral Documents, the Guaranties, the Schedule of Franchisee Accounts, the Schedule of Inventory, and any and all
other agreements, documents, or instruments (including financing statements) entered into in connection with the transactions contemplated by this Agreement, together with all alterations, amendments, changes, extensions, modifications,
refinancings, refundings, renewals, replacements, restatements, or supplements, of or to any of the foregoing.



Loans means all loans and advances made by Bank to or for the benefit of Borrower under this Agreement or under any of the Loan
Documents, including the Revolving Loans.



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Material Adverse Effect means a negative result or potential result arising directly
or indirectly from facts that, in the totality of the circumstances, Bank considers substantive and germane to (a) the business, assets, operations, prospects or financial or other condition of Borrower, its Subsidiaries or any Guarantor, (b) the
ability of Borrower or any Guarantor to pay or perform in accordance with the terms of any of their respective agreements with Bank or any other Person, or (c) the rights and remedies of Bank under any of the Loan Documents.



Maximum Amount means ***; provided, that such
amount may be reduced by Borrower at any time with out penalty.



Minimum Loan Balance means ***.



Net Borrowing Availability means, at any time, the Borrowing Availability, less the outstanding Revolving Loans.



Net Income (Loss) means, with respect to any Person for any period, the aggregate net income (or loss) after taxes of such Person for
such period, determined in accordance with GAAP.



Obligations means all loans, advances, debts, expenses reimbursements, fees, liabilities and obligations, for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such
performance is then required or contingent, or amounts are liquidated or determinable) owing by Borrower or any of its Subsidiaries to Bank, of any kind or nature, present or future, whether or not evidenced by any note, agreement or other
instrument, whether arising under this Agreement or any of the other Loan Documents (including any Hedge Agreement or other agreement for Bank Products), or under any other agreement between either Borrower or any of its Subsidiaries and Bank, and
all covenants and duties regarding such amounts. This term includes all principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy, or for the reorganization of Borrower), fees, Charges,
expenses, attorneys fees and any other sum chargeable to Borrower or any of its Subsidiaries under this Agreement or any of the other Loan Documents, and all principal and interest due in respect of the Loans.



Outstanding Letter of Credit Amounts means, at any time,
the sum of (a) 100% of the aggregate outstanding face amount of the Standby Letters of Credit at such time and (b) the greater of (1) 35% or (2) the difference between (i) 100% and (ii) the Applicable Inventory Advance, expressed as a percentage, of
the aggregate outstanding face amount of the Commercial Letters of Credit; provided, that the aggregate undrawn face amount of such Standby Letters of Credit and Commercial Letters of Credit outstanding shall not exceed *** at any time.



Overadvance means the amount, if any, by
which the aggregate outstanding Revolving Loans at any time exceed Borrowing Availability at such time.



Payment Date means the last day of each LIBOR Loan Period for a LIBOR Loan.



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Payment Intangibles means all payment intangibles as such term is defined
in the UCC, now owned or hereafter acquired by any Person.



PBGC means the Pension Benefit Guaranty Corporation or any successor thereto.



Permitted Liens means, as applied to Borrower: (a) Liens securing taxes, assessments, and other governmental charges or levies
(excluding any Lien imposed pursuant to any of the provisions of ERISA) or the claims of materialmen, mechanics, carriers, warehousemen, or landlords for labor, materials, supplies, or rentals incurred in the ordinary course of business, but (1) in
all cases only if payment shall not at the time be required to be made and (2) in the case of warehousemen or landlords, if subject to a Landlord Waiver to the extent required by Section3.22(b) of this Agreement; (b)
Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers compensation, unemployment insurance, or similar legislation; (c) Liens constituting
encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on use of real property which, in the sole judgment of Bank, do not materially detract from the value of such property or impair the use thereof in
the business of Borrower; (d) Liens of record set forth in Schedule 4(h), as acceptable to Bank; and (e) Liens in favor of Bank.



Person means any individual, sole proprietorship, partnership, limited liability partnership, joint venture, trust, unincorporated
organization, association, corporation, limited liability company, institution, public benefit corporation, entity or government (whether Federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or
department thereof).



Plan means, with
respect to Borrower or any of its Affiliates, at any time, an employee benefit plan, as defined in Section 3(3) of ERISA, which Borrower or any of its Subsidiaries or Affiliates maintains, contributes to or has an obligation to contribute to on
behalf of participants who are or were employed by any of them.



Pledged Account Agreement means a tri-party pledged account agreement between Bank, Borrower, and a financial institution acceptable to Bank at which Borrower maintains a Deposit Account.



Proceeds  means proceeds, as such term
is defined in the UCC, including: (a) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to any Person from time to time with respect to any of the Collateral; (b) any and all payments (in any form whatsoever) made or due
and payable to any Person from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority (or any Person acting under color of Governmental
Authority); (c) any claim of any Person against third parties for past, present or future infringement or dilution of any Intellectual Property, or for injury to the goodwill associated with any Intellectual Property; (d) any recoveries by any
Person against third parties with respect to any litigation or dispute concerning any of the Collateral including claims arising out of the loss or



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nonconformity of, interference with the use of, defects in, or infringement of rights in, or damage to, Collateral; (e) all amounts collected on, or
distributed on account of, other Collateral; and (f) any and all other amounts, rights to payment or other property acquired upon the sale, lease, license, exchange or other disposition of Collateral and all rights arising out of Collateral.



Projections means the consolidated balance
sheet, statements of income and cash flow for Borrower and each of Borrowers Subsidiaries delivered to Bank in accordance with this Agreement (including forecasted Capital Expenditures and Net Borrowing Availability) by month for the next
Fiscal Year, prepared in a manner consistent with GAAP and accompanied by senior managements discussion and analysis of such plan.



Reference Rate means the variable per annum rate of interest most recently publicly announced by Bank at its corporate headquarters as
the Union Bank of California, N.A. Reference Rate, with the understanding that the Union Bank of California, N.A. Reference Rate is one of Banks index rates and merely serves as a basis upon which effective rates of
interest are calculated for loans making reference thereto and may not be the lowest or best rate at which Bank calculates interest or extends credit. The Reference Rate shall be adjusted at the same time as any change in the Union Bank of
California, N.A. Reference Rate. The Reference Rate, as adjusted, shall constitute the Reference Rate on the date when such adjustment is made and shall continue as the applicable Reference Rate until further adjustment.



Reference Rate Loans means a Revolving Loan which Borrower
requests to be made as a Reference Rate Loan or a Revolving Loan which is reborrowed as, or converted to, a Reference Rate Loan, in accordance with the provisions of Sections 1.1and 1.4.



Related Person means (a) any individual, employee officer,
director, shareholder, partner or member of Borrower or any Affiliate of Borrower, (b) any individual spouse, descendant or other individual related by blood or marriage to any officer, director, shareholder, partner or member of Borrower or any
Subsidiary of Borrower, or (c) any trust in which any such individual Related Person is a grantor, settlor or beneficiary.



Release means, as to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal,
dumping, leaching or migration of Hazardous Materials in the indoor or outdoor environment by such Person, including the movement of Hazardous Materials through or in the air, soil, surface water, ground water or property.



Rent Reserve means a rent reserve to be instituted by Bank
in the event Bank is not provided with a landlords waiver or warehousemans waiver, as applicable, for any location that Borrower maintains Collateral. The amount of the rent reserve for each such location shall be equal to three months
rent for such location. Such landlords waivers or warehousemans waivers shall be in form and substance acceptable to Bank in its sole and absolute discretion.



Reportable Event has the meaning set forth in Title IV of ERISA.



Restricted Payment means (a) the declaration or payment of
any dividend or the occurrence of any liability to make any other payment or distribution of cash or other property or assets on or in respect of Borrowers or any of its Subsidiaries Stock, (b) any payment on



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account of the purchase, redemption, defeasance or other retirement of Borrowers or any of its Subsidiaries Stock or Indebtedness other than (1)
the Obligations that arise under this Agreement or (2) so long as no Default or Event of Default has occurred and is continuing, or shall be caused thereby, interest and principal, when due, under Indebtedness described in Schedule3.8 or otherwise permitted under Section 4(c)(2) of this Agreement, without acceleration or modification of the amortization as in effect on the Closing Date, or any other payment or distribution made in respect thereof, either
directly or indirectly, or (c) any payment, loan, contribution, or other transfer of funds or other property to any Stockholder of such Person which is not expressly and specifically permitted in this Agreement; provided, that no payment to
Bank shall constitute a Restricted Payment.



Revolving
Loans means the revolving loans extended to Borrower pursuant to Section 1.1(a).



Schedule of Franchisee Accounts means a schedule of all Franchisee Accounts to be delivered by Borrower to Bank pursuant to Section5.1(a).



Schedule of Inventory
means a schedule of all Inventory to be delivered by Borrower to Bank pursuant to Section5.1 (a).



Software means all software as such term is defined in the UCC, now owned or hereafter acquired by any Person, other than
software embedded in any category of goods, including all computer programs and all supporting information provided in connection with a transaction related to any program.



Standby Letter of Credit means standby letters of credit issued at the request and for the account of
Borrower and for which Bank has incurred Letter of Credit Obligations.



Stock means all certificated and uncertificated shares, options, warrants, general or limited partnership interests, participation or other equivalents (regardless of how designated) of or in a corporation, partnership,
limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock, or any other equity security (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of 1934).



Stockholder means each holder of Stock of Borrower or any of its Subsidiaries.



Subject Property means each real property location owned, leased, or occupied by Borrower and each of its Subsidiaries.



Subordinating Creditor means any Person subordinating its
claims against Borrower to those of Bank.



Subordination Agreement means that certain subordination agreement executed by each Subordinating Creditor in favor of Bank, in substantially the form of Exhibit B.



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Subsidiary means, as applied to any Person, (a) a corporation or limited liability
company whose stock regularly entitled to vote (other than directors qualifying shares) having ordinary voting power to elect a majority of its board of directors (or other governing body) is 50% or more owned, directly or indirectly, by such
Person, or (b) a partnership or joint venture whose partnership or venture interests are 50% or more owned, directly or indirectly, by such Person. The term Subsidiary, when used in this Agreement without reference to any particular
Person, means a Subsidiary of Borrower.



Supporting
Obligations means all supporting obligations as such term is defined in the UCC, now owned or hereafter acquired by any Person, including letters of credit and guaranties issued in support of Franchisee Accounts or General
Intangibles.



Termination Date means the
date on which the Loans, the Letters of Credit and all other Obligations under this Agreement and the other Loan Documents are indefeasibly paid in full, in cash (other than amounts in respect of Letter of Credit Obligations if any, then
outstanding, provided that Borrower shall have paid to Bank, in immediately available funds, the maximum amount then available to be drawn under outstanding Letters of Credit), and Borrower shall have no further right to borrow any moneys or obtain
other credit extensions or financial accommodations under this Agreement.



UCC means the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of California; provided, that in the event by reason of mandatory provisions of
law, any or all of the attachment, perfection or priority of, or remedies with respect to, Banks Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of California,
the term UCC shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such attachment, perfection, priority or remedies and for purposes of
definitions related to such provisions; provided, further, that to the extent that the UCC is used to define any term herein or in any of the Loan Documents and such term is defined differently in different Articles or Divisions of the UCC, the
definition of such term contained in Article or Division 9 shall govern.



Uniform Commercial Code jurisdiction means any jurisdiction that has adopted all or substantially all of Article 9 as contained in the 2000 Official Text of the UCC, as recommended by the National
Conference of Commissioners on Uniform State Laws and the American Law Institute, together with any subsequent amendments or modifications to the Official Text.



Unused Line Fee means for each day after the Closing Date through the Termination Date, an amount equal to (a) the difference
between (1) the Borrowing Availability and (2) the closing balance of the Revolving Loans for such day, multiplied by (b) 0.25%, the product of which is then divided by (c) 360.



U.S. Holding Company means The Galore Group (USA), Inc., a
Delaware corporation.



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2. Accounting Terms. All accounting terms used, but not specifically defined, in this Agreement
shall be construed and defined in accordance with GAAP.



3.
UCC. Any terms that are defined in the UCC and used, but not specifically defined, in this Agreement shall be construed and defined in accordance with the UCC.



4. Construction. For purposes of this Agreement and the other Loan Documents, the following rules of construction
shall apply, unless specifically indicated to the contrary: (a) wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine,
feminine or neuter gender shall include the masculine, the feminine and the neuter; (b) the term or is not exclusive; (c) the term including (or any form thereof) shall not be limiting or exclusive; (d) all references to
statutes and related regulations shall include any amendments thereof and any successor statutes and regulations; (e) the words herein, hereof and hereunder or other words of similar import refer to this Agreement
as a whole, including the exhibits and schedules hereto, as the same may from time to time be amended, modified or supplemented, and not to any particular section, subsection or clause contained in this Agreement; (f) all references in this
Agreement or in the Schedules to this Agreement to sections, schedules, disclosure schedules, exhibits, and attachments shall refer to the corresponding sections, schedules, disclosure schedules, exhibits, and attachments of or to this Agreement;
and (g) all references to any instruments or agreements, including references to any of the Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof.







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EXHIBIT A



FORM OF CONTINUING GUARANTY



CONTINUING GUARANTY



This Continuing Guaranty (Guaranty), dated as of November 23, 2004, is executed and delivered by THE GALORE GROUP (USA), INC., a Delaware
corporation (Guarantor) in favor of UNION BANK OF CALIFORNIA, N.A. (Union Bank) and in light of the following:



A. Barbeques Galore, Inc., a California corporation, and Barbeques Galore.Online, a California corporation (jointly and severally referred to herein as
Borrower), and Union Bank are contemporaneously herewith entering into the Loan Documents; and



B. In order to induce Union Bank to extend financial accommodations to Borrower pursuant to the Loan Agreement, and in consideration thereof, and in
consideration of any loans or other financial accommodations heretofore or hereafter extended by Union Bank to Borrower, whether pursuant to the Loan Agreement or otherwise, Guarantor has agreed to guarantee the Guaranteed Obligations.



NOW, THEREFORE, in consideration of the foregoing, Guarantor hereby
agrees, in favor of Union Bank, as follows:



1. Definitions
and Construction.



(a) Definitions. Capitalized
terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement. The following terms, as used in this Guaranty, shall have the following meanings:



Guaranteed Obligations means any and all obligations,
indebtedness, or liabilities of any kind or character owed by Borrower to Union Bank including all such obligations, indebtedness, or liabilities, whether for principal, interest (including any interest which, but for the application of the
provisions of the Bankruptcy Code, would have accrued on such amounts), premium, reimbursement obligations, fees, costs, expenses (including, attorneys fees), or indemnity obligations, whether heretofore, now, or hereafter made, incurred, or
created, whether voluntarily or involuntarily made, incurred, or created, whether secured or unsecured (and if secured, regardless of the nature or extent of the security), whether absolute or contingent, liquidated or unliquidated, determined or
indeterminate, whether Borrower is liable individually or jointly with others, and whether recovery is or hereafter becomes barred by any statute of limitations or otherwise becomes unenforceable for any reason whatsoever, including any act or
failure to act by Union Bank.



Loan
Agreement means that certain Loan and Security Agreement, of even date herewith, between Union Bank and Borrower.



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(b) Construction. Unless the context of this Guaranty clearly requires otherwise, references to
the plural include the singular, references to the singular include the plural, and the term including is not limiting. The words hereof, herein, hereby, hereunder, and other similar terms
refer to this Guaranty as a whole and not to any particular provision of this Guaranty. Any reference herein to any of the Loan Documents includes any and all alterations, amendments, extensions, modifications, renewals, or supplements thereto or
thereof, as applicable. Neither this Guaranty nor any uncertainty or ambiguity herein shall be construed or resolved against Union Bank or Guarantor, whether under any rule of construction or otherwise. On the contrary, this Guaranty has been
reviewed by Guarantor, Union Bank, and their respective counsel, and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of Union Bank and Guarantor.



2. Guaranteed Obligations. Guarantor hereby irrevocably
and unconditionally guarantees to Union Bank, as and for its own debt, until final and indefeasible payment thereof has been made, (a) payment of the Guaranteed Obligations, in each case when and as the same shall become due and payable, whether at
maturity, pursuant to a mandatory prepayment requirement, by acceleration, or otherwise; it being the intent of Guarantor that the guaranty set forth herein shall be a guaranty of payment and not a guaranty of collection; and (b) the punctual and
faithful performance, keeping, observance, and fulfillment by Borrower of all of the agreements, conditions, covenants, and obligations of Borrower contained in the Loan Agreement and in each of the other Loan Documents.



3. Continuing Guaranty. This Guaranty includes Guaranteed Obligations
arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or
additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. Guarantor hereby absolutely, knowingly, unconditionally, and expressly waives and agrees not to assert any right it has under Section 2815
of the California Civil Code, or otherwise, to revoke this Guaranty as to future indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective
until written notice thereof has been received by Union Bank, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including, any subsequent continuation, extension, or renewal thereof, or change in the
interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Union
Bank in existence on the date of such revocation, (d) no payment by Guarantor, Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Borrower or
from any source other than Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to
the extent so applied shall not reduce the maximum obligation of Guarantor hereunder.



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4. Performance Under This Guaranty. In the event that Borrower fails to make any payment of any
Guaranteed Obligations on or before the due date thereof, or if Borrower shall fail to perform, keep, observe, or fulfill any other obligation referred to in clause (b) of Section 2 hereof in the manner provided in the Loan Agreement or the other
Loan Documents, as applicable, Guarantor immediately shall cause such payment to be made or each of such obligations to be performed, kept, observed, or fulfilled.



5. Primary Obligations. This Guaranty is a primary and original obligation of Guarantor and is an absolute,
unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law. Guarantor agrees that it is directly, and jointly and
severally with any other guarantor of the Guaranteed Obligations, liable to Union Bank, that the obligations of Guarantor hereunder are independent of the obligations of Borrower or any other guarantor, and that a separate action may be brought
against Guarantor whether such action is brought against Borrower or any other guarantor or whether Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be
contingent upon the exercise or enforcement by Union Bank of whatever remedies it may have against Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Union Bank may at any time possess. Guarantor agrees
that any release which may be given by Union Bank to Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Union Bank shall be under no obligation (under Sections 2899 or 3433 of the California Civil Code or
otherwise) to marshal any assets of Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guaranteed Obligations.



6. Waivers.



(a) Guarantor absolutely, unconditionally, knowingly, and expressly waives:



(i) (1) notice of acceptance hereof; (2) notice of any loans or other financial accommodations made or extended under the
Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to Guarantors right to make inquiry of Union Bank to ascertain the amount of the Guaranteed
Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of Borrower or of any other fact that might increase Guarantors risk hereunder; (5) notice of presentment for payment, demand, protest, and notice
thereof as to any instruments among the Loan Documents; (6) notice of any unmatured event of default or event of default under the Loan Agreement; and (7) all other notices (except if such notice is specifically required to be given to Guarantor
hereunder or under any Loan Document to which Guarantor is a party) and demands to which Guarantor might otherwise be entitled.



(ii) its right, under Sections 2845 or 2850 of the California Civil Code, or otherwise, to require Union Bank to institute suit against, or to exhaust
any rights and remedies which Union Bank has or may have against, Borrower or any third party, or against any collateral for the Guaranteed Obligations provided by Borrower, Guarantor, or any third party. In this regard, Guarantor agrees that it is
bound to the payment of all Guaranteed Obligations,



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whether now existing or hereafter accruing, as fully as if such Guaranteed Obligations were directly owing to Union Bank
by Guarantor. Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of Borrower or by
reason of the cessation from any cause whatsoever of the liability of Borrower in respect thereof.



(iii) (1) any rights to assert against Union Bank any defense (legal or equitable), set-off, counterclaim, or claim which Guarantor may now or at any
time hereafter have against Borrower or any other party liable to Union Bank; (2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency,
validity, or enforceability of the Guaranteed Obligations or any security therefor; (3) any defense Guarantor has to performance hereunder, and any right Guarantor has to be exonerated, provided by Sections 2819, 2822, or 2825 of the California
Civil Code, or otherwise, arising by reason of: the impairment or suspension of Union Banks rights or remedies against Borrower; the alteration by Union Bank of the Guaranteed Obligations; any discharge of Borrowers obligations to Union
Bank by operation of law as a result of Union Banks intervention or omission; or the acceptance by Union Bank of anything in partial satisfaction of the Guaranteed Obligations; (4) the benefit of any statute of limitations affecting
Guarantors liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of
such statute of limitations applicable to Guarantors liability hereunder.



(b) Guarantor absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from (i) any claim or defense based upon an election of remedies by Union Bank including any
defense based upon an election of remedies by Union Bank under the provisions of Sections 580a, 580b, 580d, and 726 of the California Code of Civil Procedure or any similar law of California or any other jurisdiction; or (ii) any election by Union
Bank under Bankruptcy Code Section 111l(b) to limit the amount of, or any collateral securing, its claim against the Borrower. Pursuant to California Civil Code Section 2856:



Guarantor waives all rights and defenses arising out of an election of remedies by the creditor, even though that election
of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantors rights of subrogation and reimbursement against the principal by the operation of Section 580(d) of the
California Code of Civil Procedure or otherwise.



Guarantor
waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantors
rights of subrogation and reimbursement against Borrower by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise.



Guarantor waives all rights and defenses that Guarantor may have because Borrowers Obligations are secured by real property. This means, among
other things:



(1) Union Bank may collect from Guarantor
without first foreclosing on any real or personal property collateral pledged by Borrower.



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(2) If Union Bank forecloses on any real property collateral pledged by Borrower:



The amount of the Guaranteed Obligations may be reduced only by the price
for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.



Union Bank may collect from Guarantor even if Union Bank, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to
collect from Borrower.



This is an unconditional and
irrevocable waiver of any rights and defenses Guarantor may have because Borrowers Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d,
or 726 of the California Code of Civil Procedure.



If any of
the Guaranteed Obligations at any time are secured by a mortgage or deed of trust upon real property, Union Bank may elect, in its sole discretion, upon a default with respect to the Guaranteed Obligations, to foreclose such mortgage or deed of
trust judicially or nonjudicially in any manner permitted by law, before or after enforcing this Guaranty, without diminishing or affecting the liability of Guarantor hereunder except to the extent the Guaranteed Obligations are repaid with the
proceeds of such foreclosure. Guarantor understands that (a) by virtue of the operation of Californias antideficiency law applicable to nonjudicial foreclosures, an election by Union Bank nonjudicially to foreclose such a mortgage or deed of
trust probably would have the effect of impairing or destroying rights of subrogation, reimbursement, contribution, or indemnity of Guarantor against Borrower or other guarantors or sureties, and (b) absent the waiver given by Guarantor herein, such
an election would prevent Union Bank from enforcing this Guaranty against Guarantor. Understanding the foregoing, and understanding that Guarantor is hereby relinquishing a defense to the enforceability of this Guaranty, Guarantor hereby waives any
right to assert against Union Bank any defense to the enforcement of this Guaranty, whether denominated estoppel or otherwise, based on or arising from an election by Union Bank nonjudicially to foreclose any such mortgage or deed of
trust. Guarantor understands that the effect of the foregoing waiver may be that Guarantor may have liability hereunder for amounts with respect to which Guarantor may be left without rights of subrogation, reimbursement, contribution, or indemnity
against Debtor or other guarantors or sureties. Guarantor also agrees that the fair market value provisions of Section 580a of the California Code of Civil Procedure shall have no applicability with respect to the determination of
Guarantors liability under this Guaranty.



(c) Until such
time as all of the Guaranteed Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) Guarantor hereby postpones any right of subrogation Guarantor has or may have as against Borrower with respect to the Guaranteed
Obligations; (ii) Guarantor hereby postpones any right to proceed against Borrower or any other



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Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether
direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which Guarantor may now have or hereafter have as against Borrower with respect to the Guaranteed Obligations; and (iii)
Guarantor also hereby postpones any right to proceed or seek recourse against or with respect to any property or asset of Borrower.



(d) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS GUARANTY, GUARANTOR HEREBY ABSOLUTELY, KNOWINGLY,
UNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839,
2845, 2848, 2849, AND 2850.



7. Releases. Guarantor
consents and agrees that, without notice to or by Guarantor and without affecting or impairing the obligations of Guarantor hereunder, Union Bank may, by action or inaction:



(a) compromise, settle, extend the duration or the time for the payment of, or discharge the performance of, or may refuse
to or otherwise not enforce the Loan Documents;



(b) release
all or any one or more parties to any one or more of the Loan Documents or grant other indulgences to Borrower in respect thereof;



(c) amend or modify in any manner and at any time (or from time to time) any of the Loan Documents; or



(d) release or substitute any other guarantor, if any, of the Guaranteed
Obligations, or enforce, exchange, release (by action or inaction), or waive any security for the Guaranteed Obligations (including, the collateral referred to in Section 18 hereof) or any other guaranty of the Guaranteed Obligations, or any portion
thereof.



8. No Election. Union Bank shall have the
right to seek recourse against Guarantor to the fullest extent provided for herein, and no election by Union Bank to proceed in one form of action or proceeding, or against any party, or on any obligation, shall constitute a waiver of Union
Banks right to proceed in any other form of action or proceeding or against other parties unless Union Bank has expressly waived such right in writing. Specifically, but without limiting the generality of the foregoing, no action or proceeding
by Union Bank under any document or instrument evidencing the Guaranteed Obligations shall serve to diminish the liability of Guarantor under this Guaranty except to the extent that Union Bank finally and unconditionally shall have realized
indefeasible payment by such action or proceeding.



9.
Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Union Bank are no longer subject to any right on the part of any person, including
Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise)



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of Borrowers assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or
any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Union Bank shall have no obligation whatsoever to
transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Union Bank is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the
obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable for the full amount Union Bank is required to repay plus any and all
costs and expenses (including attorneys fees) paid by Union Bank in connection therewith.



10. Financial Condition of Borrower. Guarantor represents and warrants to Union Bank that Guarantor is currently informed of the financial
condition of Borrower and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. Guarantor further represents and warrants to Union Bank that Guarantor has read and
understands the terms and conditions of the Loan Agreement and the other Loan Documents. Guarantor hereby covenants that Guarantor will continue to keep informed of Borrowers financial condition, the financial condition of other guarantors, if
any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Guaranteed Obligations.



11. Subordination. Guarantor hereby agrees that any and all present and future indebtedness of Borrower owing to Guarantor is subordinated to the
Guaranteed Obligations pursuant to the terms of that certain Subordination Agreement, of even date herewith, between Guarantor and Union Bank.



12. Payments; Application. All payments to be made hereunder by Guarantor shall be made in lawful money of the United States of America at the time
of payment, shall be made in immediately available funds, and shall be made without deduction (whether for taxes or otherwise) or offset. All payments made by Guarantor hereunder shall be applied as follows: first, to all costs and expenses
(including attorneys fees) incurred by Union Bank in enforcing this Guaranty or in collecting the Guaranteed Obligations; second, to all accrued and unpaid interest, premium, if any, and fees owing to Union Bank constituting Guaranteed
Obligations; and third, to the balance of the Guaranteed Obligations.



13. Attorneys Fees and Costs. Guarantor agrees to pay, on demand, all reasonable attorneys fees and all other costs and expenses which may be incurred by Union Bank in the enforcement of this Guaranty (including those
brought relating to proceedings pursuant to 11 U.S.C.) or in any way arising out of, or consequential to the protection, assertion, or enforcement of the Guaranteed Obligations (or any security therefor), whether or not suit is brought.



14. Indemnification. Guarantor agrees to indemnify Union Bank and
hold Union Bank harmless against all obligations, demands, or liabilities asserted by any party and against all losses in any way suffered, incurred, or paid by Union Bank as a result of or in any way arising out of, following, or consequential to
Union Banks transactions with Borrower.



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15. Notices. All notices or demands by Guarantor or Union Bank to the other relating to this
Guaranty shall be in writing and either personally served or sent by registered or certified mail, postage prepaid, return receipt requested, overnight delivery service, or by telefacsimile, and shall be deemed to be given for purposes of this
Guaranty on the earlier of the date of actual receipt or three days after the deposit thereof in the mail. Unless otherwise specified in a notice sent or delivered in accordance with the provisions of this section, such writing shall be sent, if to
Guarantor, at Guarantors address set forth on the signature page hereof, and if to Union Bank, then as follows:



|                                 
|---------------------------------
|Union Bank of California, N.A.   
|200 Pringle Avenue, Suite 260    
|Walnut Creek, CA 94596           
|Attn: Commercial Finance Division



16. Cumulative
Remedies. No remedy under this Guaranty or under any Loan Document is intended to be exclusive of any other remedy, but each and every remedy shall be cumulative and in addition to any and every other remedy given hereunder or under any Loan
Document, and those provided by law or in equity. No delay or omission by Union Bank to exercise any right under this Guaranty shall impair any such right nor be construed to be a waiver thereof. No failure on the part of Union Bank to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.



17. Books and Records. Guarantor agrees that Union Banks books
and records showing the account between Union Bank and Borrower shall be admissible in any action or proceeding and shall be binding upon Guarantor for the purpose of establishing the items therein set forth and shall constitute prima facie proof
thereof.



18. Intentionally Omitted.



19. Severability of Provisions. Any provision of this Guaranty which
is prohibited or unenforceable under applicable law, shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.



20. Entire Agreement; Amendments. This Guaranty constitutes the entire agreement between Guarantor and Union Bank
pertaining to the subject matter contained herein. This Guaranty may not be altered, amended, or modified, nor may any provision hereof be waived or noncompliance therewith consented to, except by means of a writing executed by both Guarantor and
Union Bank. Any such alteration, amendment, modification, waiver, or consent shall be effective only to the extent specified therein and for the specific purpose for which given. No course of dealing and no delay or waiver of any right or default
under this Guaranty shall be deemed a waiver of any other, similar or dissimilar right or default or otherwise prejudice the rights and remedies hereunder.



21. Successors and Assigns. The death of Guarantor shall not terminate this Guaranty. This Guaranty shall be binding upon Guarantors heirs,
executors, administrators,



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representatives, successors and assigns and shall inure to the benefit of the successors and assigns of Union Bank;
provided, however, Guarantor shall not assign this Guaranty or delegate any of its duties hereunder without Union Banks prior written consent. Any assignment without the consent of Union Bank shall be absolutely void. In the event of any
assignment or other transfer of rights by Union Bank, the rights and benefits herein conferred upon Union Bank shall automatically extend to and be vested in such assignee or other transferee.



22. Separate Property. Any married individual who signs this Guaranty
in his or her individual capacity hereby expressly agrees that recourse may be had against his or her separate property for all Guaranteed Obligations hereunder.



23. Choice of Law and Venue. THE VALIDITY OF THIS GUARANTY, ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND
THE RIGHTS OF GUARANTOR AND UNION BANK, SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA. GUARANTOR HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
GUARANTY SHALL BE TRIED AND DETERMINED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, OR, AT THE SOLE OPTION OF UNION BANK, IN ANY OTHER COURT IN WHICH UNION BANK SHALL INITIATE LEGAL OR EQUITABLE
PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS
BROUGHT IN ACCORDANCE WITH THIS SECTION.



24. Waiver of Jury
Trial. GUARANTOR AND UNION BANK HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, BASED UPON OR ARISING OUT OF THIS GUARANTY OR THE OTHER LOAN DOCUMENTS OR THE
TRANSACTIONS RELATED HERETO OR THERETO. GUARANTOR AND UNION BANK ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. GUARANTOR AND BANK WARRANT AND REPRESENT THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL AND THAT EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.



25. Waivers,
Consents. Guarantor warrants and agrees that each of the waivers and consents set forth herein is made after consultation with legal counsel and with full knowledge of its significance and consequence, with the understanding that events giving
rise to any defense or right waived may diminish, destroy, or otherwise adversely affect rights which Guarantor otherwise may have against Borrower, Union Bank, or others, or against any collateral, and that, under the circumstances, the waivers and
consents herein given are reasonable and not contrary



---

to public policy or law. If any of the waivers or consents herein are determined to be unenforceable under applicable
law, such waivers and consents shall be effective to the maximum extent permitted by law.



[Remainder of page intentionally left blank.]



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IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty as of the date set forth in the
first paragraph hereof.



|                     |  |                              |  | 
|-------------------- |  | ---------------------------- |  | 
|                     |  | THE GALORE GROUP (USA), INC.
|                     |  | a California corporation    
|                     |  |                             
|                     |  | By:                          |  | 
|                     |  | Title:                       |  | 
|                     |  | Name:                        |  | 
|Guarantors Address: |  | [                           
|                     | 
|                     |  | Attn:                       
|                     | 
|                     |  | Facsimile No.:
]            



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EXHIBIT B



FORM OF SUBORDINATION AGREEMENT



See attached



---

SUBORDINATION AGREEMENT



|    |  |                               
|--- |  | ------------------------------
|To: |  | Union Bank of California, N.A.
|    |  | Commercial Finance Division   
|    |  | 200 Pringle Avenue, Suite 260 
|    |  | Walnut Creek, California 94596



The undersigned,
[] (collectively
Creditor), has entered into or is about to enter into certain financing arrangements with Barbeques Galore Limited, an Australian corporation and certain of its subsidiaries (collectively
BGL) and in connection therewith, various persons or entities, including Barbeques Galore, Inc., a California corporation (BGI), have executed and delivered that certain
[], dated as of
[], in favor of Creditor (the
Guarantee), unconditionally guaranteeing the obligations of BGL to Creditor, together with any and all amendments, replacements, substitutions, renewals, refinancings or restatements of the Guarantee and that certain
[] (Security Agreement)
pursuant to which BGI has granted to Creditor certain security interests and liens on all of BGIs personal property assets to secure BGIs obligations arising out of the Guarantee (Creditor Security Interest). Union
Bank of California, N.A., a national banking association (Bank), is about to enter into certain financing arrangements with BGI and its affiliate Barbeques Galore.Online, a California corporation (collectively
Borrower) pursuant to that certain Loan and Security Agreement (LSA) between Bank and Borrower dated as of November , 2004 (Bank Financing). As a
condition to Bank entering into the LSA and the Bank extending the Bank Financing to Borrower, Bank has required that Creditor enter into this Subordination Agreement. Therefore, for valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Creditor agrees as follows: [introduction to be revisedaccordingly based on Creditors relationship with Borrower]



1. The term Obligations is used in this Subordination Agreement (this Agreement) in its broadest and most
comprehensive sense and shall mean all present and future indebtedness of Borrower to Bank, including, but not limited to, those Obligations arising pursuant to the LSA and all documents, instruments and agreements executed in connection therewith,
whether now or hereafter existing and whether matured or not, and those Obligations which may be, from time to time, incurred by Borrower, including, but not limited to, any negotiable instruments evidencing the same, all guaranties, debts, demands,
monies, indebtedness, liabilities and obligations owed or to become owing, including interest, principal, costs and other charges, and all claims, rights, causes of action, judgments, decrees, remedies or other obligations of any kind whatsoever and
howsoever arising, whether voluntary, involuntary, absolute, contingent, direct, indirect or by operation of law, up to Sixteen Million Dollars (USD ***) (Senior Debt Cap). The Senior Debt Cap shall be applied only to the
aggregate outstanding principal amount of Banks loans to Borrower and shall not include any interest thereon and any costs, fees and expenses incurred by Bank related thereto such as foreign exchange settlements, taxes and ACH
charges.



---

2. The term Creditor Obligations shall mean and include each and all of the following:
the obligation to pay and perform when due all indebtedness, liabilities, obligations, guarantees, covenants, agreements, warranties and representations of BGI to Creditor, whether heretofore, now or hereafter existing, owing or arising; whether
primary, secondary, direct, absolute, contingent, fixed, secured or unsecured; joint or several, monetary or non-monetary; and whether created pursuant to, or caused by BGIs breach of the Guarantee, the Security Agreement, or any other present
or future agreement or instrument, or created by operation of law or otherwise.



3. The Creditor Obligations are hereby subordinated and subject, in the manner and to the extent described below, to any and all Obligations owed by Borrower to Bank, so long as any of the Obligations shall remain
unpaid, in whole or in part, or Bank is committed or otherwise obligated to extend credit to Borrower.



4. All security interests now or hereafter acquired by Bank in any or all of the Collateral (as defined below), in which the Borrower now has or hereafter
acquires any ownership, leasehold or other interest, shall at all times be prior and superior to any lien, ownership interest, security interest or other interest or claim now held or hereafter acquired by Creditor in the Collateral (the
Subordinate Interest). Said priority shall be applicable irrespective of the time or order of attachment or perfection of any security interest or the time or order of filing of any financing statements or other documents, or any
statutes, rules or law, or court decisions to the contrary. Upon any disposition of any of the Collateral by Bank, Creditor agrees, if requested by Bank, to execute and immediately deliver any and all releases or other documents or agreements that
Bank deems necessary to accomplish a disposition thereof free of the Subordinate Interest.



5. The term Collateral as used herein shall mean and refer to all of Borrowers interest in the types of property described below, whether now owned or hereafter acquired and wherever located,
together with all proceeds (including insurance proceeds), substitutions, accessions and products thereof:



Collateral means all money, cash, cash equivalents, Franchisee Accounts, Deposit Accounts, other bank and deposit accounts (including
the Control Account, the Disbursement Account and any other bank accounts maintained by Borrower at Bank) and deposits, Inventory, letters of credit, Letter of Credit Rights, Supporting Obligations, Books and Records and General Intangibles. All
capitalized terms used in this definition of Collateral shall have the meanings ascribed thereto in the LSA.



6. Except as otherwise provided in Section 8 of this Agreement, so long as any of the Obligations remain unpaid, in whole or in part, or so long as
Bank is committed or otherwise obligated to extend credit to Borrower, Creditor agrees that Creditor shall not: (a) collect, or receive payment upon, by setoff or in any other manner, all or any portion of the Creditor Obligations now or hereafter
existing; (b) sell, assign, transfer, pledge or give a security interest in the Creditor Obligations (except subject expressly to this Agreement); (c) declare or in any other manner find or hold BGI in default under the Creditor Obligations; (d)
enforce its rights in the Collateral; (e) commence, prosecute or participate in any administrative, legal, or equitable action against BGI or the assets of BGI concerning or securing the Creditor Obligations; (f) join in any petition for



---

bankruptcy, assignment for the benefit of creditors, or creditors agreement; or (g) incur any obligation to, or receive any loans, advances, dividends,
payments of any kind or gifts from, Borrower.



7. Except as
otherwise expressly agreed to herein, all of the Obligations now or hereafter existing shall be first paid by Borrower before any payment shall be made by BGI on the Creditor Obligations. This priority of payment shall apply at all times until all
of the Obligations have been repaid in full. In the event of any assignment by Borrower for the benefit of Borrowers creditors, any bankruptcy proceedings instituted by or against Borrower, the appointment of any receiver for Borrower or
Borrowers business or assets, or any dissolution or other winding up of the affairs of Borrower or of Borrowers business, and in all such cases, the officers of Borrower and any assignee, trustee in bankruptcy, receiver or other person
or persons in charge, respectively, are hereby directed to pay to Bank the full amount of the Obligations before making any payments to Creditor.



8. Notwithstanding anything contained in this Agreement to the contrary, at any time after the occurrence of an Event of Default as defined in the
Security Agreement, Creditor, at its option, may give written notice to Bank that an Event of Default has occurred under the Security Agreement and that the Creditor is electing to have the a standstill period of one hundred and eighty (180) days
(the Standstill Period) commence. After the passage of the Standstill Period, if the Event of Default has not been cured or waived and so long as Bank has not accelerated the Obligations and has not commenced enforcement of its rights to
payment and performance of the Obligations (but without prejudice to any rights or remedies that Creditor may have against BGL or any of its subsidiaries other than Borrower), then, and in that event, Creditor shall have the free and unfettered
right to proceed by all lawful means, including, but not limited to, the enforcement of its security interest in the Collateral, to enforce Creditors right to payment and performance of the Creditor Obligations.]



9. Creditor agrees to place or cause to be placed in the Guarantee, or in an
addendum thereto, a legend stating that the payment thereof is subject to the terms of this Agreement and is subordinate to the payment of all the Obligations. Creditor agrees to mark its books and records in such manner as to indicate that payment
thereof is subordinated pursuant to the terms of this Agreement.



10. Creditor agrees that Bank shall have absolute power and discretion, without notice to Creditor, to deal in any manner with the Obligations, including, interest, costs and expenses payable by Borrower to Bank, and any security and
guaranties therefor including, but not limited to, release, surrender, extension, renewal, acceleration, compromise or substitution of the Obligations and the Collateral securing the Obligations. Creditor further agrees that, notwithstanding the
existence of the Creditor Security Interest, Bank shall have the right and license to use any of the assets of BGI, notwithstanding that any such assets maybe or are a part of the Creditor Security Interests, in connection with Banks
enforcement of is right to payment of the Obligations, including but not limited to the equipment, trade fixtures, intellectual property and books and records of BGI. Creditor hereby waives and agrees not to assert against Bank any rights which a
guarantor or surety could exercise; provided,



---

however, nothing in this Agreement shall constitute Creditor a guarantor or surety. Creditor and Bank hereby waive the right, if any, that either of
them may have, to require that the other party to marshal, or otherwise proceed to dispose of or foreclose upon, collateral Creditor or Bank may have in any manner or order.



11. If, at any time hereafter, Bank shall, in its own judgment, determine to discontinue the extension of credit to or on
behalf of Borrower, Bank may do so. This Agreement, the obligations of Creditor owing to Bank, and Banks rights and privileges hereunder shall continue until payment in full of all of the Obligations owing to Bank by Borrower notwithstanding
any action or non-action by Bank with respect to the Obligations or with respect to any collateral therefor or any guaranties thereof. All rights, powers and remedies hereunder shall apply to all past, present and future Obligations, including under
successive transactions, any of which may continue, renew, increase, decrease or from time to time create new Obligations and notwithstanding that from time to time Obligations theretofore existing may have been paid in full.



12. Creditor further agrees that, except as permitted by Section 8 of
this Agreement, in case Creditor should take any action prohibited by or contrary to Section 6 above take or receive any additional security interest in, or additional lien by way of attachment, execution or otherwise on any property, whether
real or personal, of Borrower, or should take or join in any other measure or advantage contrary to this Agreement, at any time prior to the payment in full of all of the Obligations, Bank shall be entitled to have the same vacated, dissolved and
set aside by such proceedings at law, or otherwise, as Bank may deem proper, and this Agreement shall be and constitute full and sufficient grounds therefor and shall entitle Bank to become a party to any proceedings at law, or otherwise, initiated
by Bank or by any other party, in or by which Bank may deem it proper to protect its interests hereunder. Creditor agrees that if Creditor violates this Agreement, Creditor shall be liable to Bank for all losses and damages sustained by Bank by
reason of such breach, including attorneys fees and costs incurred by Bank in any such legal action.



13. Except as otherwise expressly agreed to herein, if Creditor shall receive any payments, proceeds of Collateral, security interests or other rights in
any property of Borrower in violation of this Agreement, such payment or property shall be received by Creditor in trust for Bank and shall forthwith be delivered and transferred to Bank.



14. Creditor represents and warrants that Creditor has not previously subordinated the Creditor Obligations for the benefit
of any other person, and agrees that any such subordinations hereafter executed shall be expressly made subject and subordinate to the terms of this Agreement. Creditor further warrants that it has established with Borrower adequate means of
obtaining, on an ongoing basis, such information as Creditor may require which may affect the ultimate satisfaction by Borrower of the Creditor Obligations. Bank shall have no duty to provide any such information to Creditor.



15. Creditor shall give written notice to Bank of the occurrence of an Event
of Default by BGL on its obligations owed by BGL to Creditor (pursuant to the applicable



---

agreements between BGL and Creditor) and guaranteed by BGI (pursuant to the Guarantee between Creditor and BG); provided, however, that the
failure to give such notice for any reason whatsoever shall not be deemed to be a breach of this Agreement and shall not affect the rights of the parties hereunder in any way whatsoever.



16. Bank shall give written notice to Creditor of the occurrence of an Event of Default by BGI on its obligations owed by
BGI to Bank (pursuant to the applicable agreements between BGI and Bank); provided, however, that the failure to give such notice for any reason whatsoever shall not be deemed to be a breach of this Agreement and shall not affect the
rights of the parties hereunder in any way whatsoever.



17.
This Agreement shall be binding upon the successors and assigns of Creditor, and shall inure to the benefit of Banks successors and assigns.



18. This Agreement and all rights and liabilities of the parties hereto shall be governed as to validity, interpretation, enforcement and effect by the
laws of the State of California.



19. In the event of any
dispute under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys fees and costs, whether or not suit is brought.



20. This Agreement shall remain in full force and effect until such time, if any, as the Guarantee is terminated and of no further force or effect, the
Obligations are repaid in full and Bank no longer has a commitment to extend credit to Borrower under the LSA.



21. Nothing contained in this Agreement shall affect the rights of Creditor in and to BGL or its assets.



22.Creditor and Bank each waive their respective rights to a trial
by jury of any claim or cause of action based upon or arising out of or related to this Agreement in any action, proceeding or other litigation of any type brought by either of the parties against the other party, whether with respect to contract
claims, tort claims or otherwise. Creditor and Bank each agree that any such claim or cause of action shall be tried by a court without a jury. Without limiting the foregoing, Creditor and Bank further agree that their respective rights to trial by
jury are waived by operation of this Section 20 as to any action, counterclaim or other proceeding which seeks, in whole or in part, to challenge the validity or enforceability of this Agreement or any provision hereof. This waiver shall
apply to any subsequent amendments, renewals, supplements or modifications to this Agreement.



|                   
|-------------------
|Dated as of: [,
20]
|                   
|Creditor         
|                   
|[]                 



---

|                              
|------------------------------
|By:                           
|                              
|Title:                        
|                              
|Address:                      
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|Attention:                    
|                              
|[ ]                           
|                              
|By:                           
|                              
|Title:                        
|                              
|Address:                      
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|Attention:                    
|                              
|AGREED AND ACCEPTED:          
|                              
|Bank                        
|                              
|UNION BANK OF CALIFORNIA, N.A.
|                              
|By:                           
|                              
|Title:                        



Each of the
undersigned hereby waive their confidentiality rights with respect to the foregoing Subordination Agreement, accept and consent to such Subordination Agreement, and agree to be bound by all of the provisions thereof and to recognize all priorities
and other rights granted thereby to Union Bank of California, N.A. and to pay the Obligations only in accordance therewith and in accordance with the Loan and Security Agreement between them and Union Bank of California N.A.



Dated as of:
[, 20]



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|                        
|------------------------
|Borrower              
|                        
|BARBEQUES GALORE, INC., 
|a California corporation
|                        
|By:                     
|Title:                  
|                        
|BARBEQUES GALORE.ONLINE 
|a California corporation
|                        
|By:                     
|Title:                  



---

EXHIBIT C



FORM OF COMPLIANCE CERTIFICATE



See attached



---

Barbeques Galore, Inc. and Barbeques Galore.online

Covenant Compliance Certificate



Capital Expenditures in any Fiscal Year (1) with respect to any new stores, shall not exceed ***; and (2) with respect to all other Capital Expenditures,
shall not exceed ***.



|                                       |  |   | 
|-------------------------------------- |  | - | 
|New Store Capital Expenditures         |  | $ | 
|Maximum New Store Capital Expenditures |  | $ | 
|In Compliance? (Yes/No)                |  |   | 
|                                       | 
|Other Capital Expenditures             |  | $ | 
|Maximum Other Capital Expenditures     |  | $ | 
|In Compliance? (Yes/No)                |  |   | 



Barbeques Galore, Inc. and Barbeques
Galore.online hereby certify that the statement and accompanying schedules are complete and accurate and prepared in accordance with generally accepted accounting principles. Barbeques Galore, Inc. and Barbeques Galore.online hereby reaffirms and
restates each of the representations and warranties and covenants contained in the Agreement.



Barbeques Galore, Inc. and Barbeques Galore. OnlineBy:Title:




|*** | Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
|--- | ----------------------------------------------------------------------------------------------------------------------------------



84



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EXHIBIT D



FORM OF LANDLORDS WAIVER



LANDLORDS WAIVER AND AGREEMENT



THIS LANDLORDS WAIVER AND AGREEMENT (this Waiver) is made by
[]
(Owner) whose address is
[]
in favor of UNION BANK OF CALIFORNIA, N.A. (hereinafter referred to as Lender) with an address 200 Pringle Avenue, Suite 260, Walnut Creek, California 94596, and affects the real property commonly known as
[]
(hereinafter referred to as the Real Property or the Premises) in connection with the Lender entering into a Loan and Security Agreement, and other agreements related thereto (hereinafter collectively referred
to as the Agreements) with BARBEQUES GALORE, INC., a California corporation and BARBEQUES GALORE.ONLINE, a California corporation (hereinafter jointly and severally referred to as Borrower), which Agreements,
among other things, were given by Borrower to Lender for the purpose of securing the repayment of all obligations and the performance of all duties now or hereafter owing by Borrower to Lender, of every kind and description (collectively the
Obligations). This Waiver does not amend any of the terms of the Agreements and reference is made to the Agreements for further information as to their terms.



Pursuant to the Agreements, Lender has loaned or may hereafter loan monies to Borrower secured by, among other collateral,
Borrowers now-owned and hereafter acquired inventory, as such term is defined in the California Uniform Commercial Code, including all goods, merchandise and other personal property held for sale or lease by Borrower, or which is furnished by
Borrower under any contract of service or is held by Borrower as raw materials, work or goods in process, finished goods, returned goods or materials and supplies of every nature used or consumed or to be used or consumed by Borrower in the ordinary
course of its business including all embedded software, whether now owned or hereafter acquired by Borrower (hereinafter referred to as Inventory), which Inventory is or is to be located on the Premises.



Owner agrees as follows:



1. Inventory Remains Personal Property.The Inventory shall at all
times be and remain personal property. Owner disclaims any interest in the Inventory and will not assert any statutory or possessory lien against any of the Inventory.



2. Notice of Default.Owner will send to Lender, at its address above, a copy of any written notice Owner sends to
Borrower, at the same time as it sends such notice to Borrower, of a default by Borrower in the lease obligations of Borrower to Owner, and allow Lender, at Lenders option, fifteen (15) days from Lenders receipt of such notice in which
to cure or request Borrower to cure such default or to take possession of the Premises in accordance with Paragraph 3 below.



---

3. License to Lender.Owner grants Lender a license, as set forth below, to enter into possession
of the Premises to do any or all of the following with respect to the Inventory: assemble it, have it appraised, display it, sever it, remove it, maintain it, prepare it for sale or lease, repair it, lease it, and transfer and/or sell it at one or
more public auctions or private sales. Lender shall have the foregoing rights for a period of up to ninety (90) days (at Lenders discretion), following Lender obtaining possession of the Premises either by Borrower or Owner placing Lender in
possession of the Premises or abandonment of the Premises by Borrower to Lender or otherwise, but in no event shall Lender be under any obligation to take possession of the Premises. Any extensions of the foregoing period shall be with the written
consent of Owner. Lender shall repair, at its cost, any structural damage to the Premises caused by the removal of the Inventory by Lender. Owner further grants Lender a license to enter the Premises at any time to inspect the Inventory.



4. Rent Payable By Lender.If the rent payable from the
Borrower to the Owner has not been paid for a period during which Lender is in actual physical possession of the Premises pursuant to Paragraph 3 above, then Owner may condition Lenders right to take or keep possession of the Premises upon
Lender agreeing, in writing, to pay such rent which was payable by Borrower (prorated on a daily basis) for the actual number of days Lender is in physical possession of the Premises, up to ninety (90) days (or such longer period as may be agreed to
in writing between Owner and Lender), but Lenders obligation shall only apply to basic rent under the lease agreement between Borrower and Owner for the period during which Lender is in actual possession of the Premises, and without limiting
the generality of the foregoing, Lender shall have no obligation to remedy any defaults of Borrower or to pay any share of real property taxes or other taxes, insurance, maintenance costs, or other sums payable by Borrower (whether or not
denominated as rent in the lease agreement between Owner and Borrower). In the event Lender is only in possession of a portion of the Premises, the rent payable by Lender shall be prorated based on the proportion that the portion of the
Premises occupied by the Lender bears to the total Premises. No agreement by Lender to pay such rent shall be binding on Lender unless set forth in a written agreement signed by Lender.



5. General.This Waiver shall continue until such time as all of the
Obligations have been paid and performed in full. This Waiver sets forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersedes all prior discussions, representations, agreements and
understandings between the parties. This Waiver may not be modified or amended, nor may any rights hereunder be waived, except in a writing signed by the parties hereto. In the event of any litigation between the parties based upon, arising out of,
or in any way relating to this Waiver, the prevailing party shall be entitled to recover all of his costs and expenses (including without limitation attorneys fees) from the non-prevailing party. This Waiver shall be governed by the laws of
the State of California and shall inure to the benefit of, and be binding upon, the successors, heirs and assigns of Owner and Lender.



|                |  |       |  | 
|--------------- |  | ----- |  | 
|DATED: [], 20[] |  | []   
|                |  |      
|                |  | By:   |  | 
|                |  | Name: |  | 



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SCHEDULE 1.6



LETTER OF CREDIT FEE



Letter of Credit Fee for standby Letters of Credit is equal to 1.65% of the outstanding face amount of all standby Letters of Credit at any time, plus
costs incurred by Bank in connection with the issuance of such standby Letters of Credit.



Letter of Credit Fee for commercial Letters of Credit is determined in accordance with the Banks Schedule of Fees, as in effect from time to time, plus costs incurred by Bank in connection with the issuance of
such commercial Letters of Credit.



---

SCHEDULE 3.2



EXECUTIVE OFFICES and COLLATERAL LOCATIONS

CORPORATE or OTHER NAMES



|                                            |  |                                                                                               
|------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|Official Name:                              |  | (a)    Barbeques Galore, Inc.                                                                 
|                                            |  | (b)    Barbeques Galore.Online                                                                
|Type of Entity:                             |  | (a)    Corporation                                                                            
|                                            |  | (b)    Corporation                                                                            
|State of Incorporation:                     |  | (a)    California                                                                             
|                                            |  | (b)    California                                                                             
|Federal Tax Identification Number:          |  | (a)    95-3431529                                                                             
|                                            |  | (b)    94-2264587                                                                             
|State Organizational Identification Number: |  | (a)    C0946753                                                                               
|                                            |  | (b)    C0718347                                                                               
|Chief Executive Office:                     |  | (a)    10 Orchard Road, Suite 200 Lake Forest, CA 92630                                       
|                                            | 
|                                            |  | (b)    10 Orchard Road, Suite 200 Lake Forest, CA 92630                                       
|Location of Inventory and Collateral:       |  | (a) & (b) See attached Schedules, (i) Alphabetical Store Listing and (ii) Storage Units Leased
|Other Corporate and Trade Names:            |  | (a)    Barbeques Galore Barbeques Galore Online                                               
|                                            |  | (b)    None reported by Borrower                                                              



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|                           |  |                 
|-------------------------- |  | ----------------
|ALPHABETICAL STORE LISTING |  | Updated 11.03.04



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|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|65    Company Stores 7    Franchise Stores 2    Navy Stores 74    Total Stores  90  ALMADEN  TT 5353 Almaden Expressway
Suite E37 San Jose, CA 95118 (408) 264-0420  Phone (408) 264-8704  Fax Mgr.  Dpring Medeiros Asst. Mgr.  Phyliss Nelson
 46 - ARLINGTON - MB 4605 S. Cooper Street Arlington, TX 76017 (817) 468-3939 - Phone (817) 468-4647 - Fax Mgr.  Mark Marsh Asst. Mgr.  Ed Verkler  45 - ARROWHEAD -MK 7635 W. Bell Road Suite 101 Peoria, AZ 85382 (623) 412-4945 - Phone (623) 412-4978
- Fax Mgr.  Mike Garcia Asst. Mgr.  Jason
Jaramillo  97 - ATLANTA I - MB 6550 Roswell Rd. Atlanta, GA 30328 (404) 255-2665 - Phone (404) 255-4389 - Fax Mgr.  ??? Asst. Mgr.  ???  98 - ATLANTA II -MB 3885 Venture Dr. NW Duluth, GA 30096 (770) 814-2665 - Phone (770) 814-9531 - Fax Mgr.  ??? Asst. Mgr.  ???  50 - AUSTIN I - MB 9333 Research Blvd., Bldg. C #200 Austin, TX 78759 (512) 345-1146 - Phone (512) 345-1240 - Fax Mgr.  Randy Byler Asst. Mgr.  Roy Montgomery  68 - AUSTIN II - BM 5601 Brodie Lane, Ste. 1200 Austin, TX 78745 (512) 899-9516 - Phone (512) 899-0798 - Fax Mgr.  Nick Schneider Asst. Mgr.  Richard Reeves |  | 79 - BREA - GC 2315 Imperial Hwy.
#A Brea, CA 92821 (714) 256-0786 - Phone (714) 256-0789 - Fax Mgr.  Joe Salas Asst. Mgr.  Ricky Corby  64 - CARY - JA 111 Crossroads Blvd. Cary, NC 27511 (919) 852-1126 - Phone (919) 854-2993 - Fax Mgr. - Lee Johnson Asst. Mgr.
 Sherry Latta  56 - CHAMPIONS - BM 4765 FM 1960 West, Ste. H Houston, TX 77069 (281) 880-9291 - Phone (281)880-9873 - Fax Mgr.  Bill Heuer Asst. Mgr. Marvin Chan  71 - CHANDLER - MK 800 N. 54th Street Suite C-5 Chandler, AZ 85226 (480) 940-2470 - Phone (480)
940-2473 - Fax Mgr.  Bob Campbell Asst. Mgr.  Pat
Seliger  74 -CHARLOTTE/ARBO - JA 8046 Providence Road Charlotte, NC 28277 (704) 544-0788 - Phone (704) 544-0515 - Fax Mgr. - Mary Lyon Asst. Mgr.  Rod Van Hoosan  24 - CITRUS HEIGHTS -TT 6412 Tupelo Drive, Suite D Citrus Heights, CA 95621 (916) 721-0909 - Phone (916) 721-0924 - Fax Mgr.  Dan McKeown Asst. Mgr.  Gene Morrow  72 - COLUMBIA - JA 6131 Columbia Crossing Circle Suite T-2 Columbia, MD 21045 (410) 312-0150 - Phone (410)
312-0155 - Fax Mgr.  Scott Weber Asst. Mgr.  Ray
Stockes Asst. Mg  Lantz Miller  84 - CORAL SPRINGS - MB 7485 W. Sample Road Coral Springs, FL 33065 (954) 757-6668 - Phone (954) 753-4248 - Fax Mgr. - Gene Anderson Asst. Mgr.  David Blount |  | 40 - CORONA - AY 390 McKinley, Ste.
108 Corona, CA 92879 (951) 549-9901 - Phone (951) 549-9248 - Fax Mgr.  Martin Castillo Asst. Mgr.  Shane Ivie Asst. Mgr.  Pedro Martin  89  CUPERTINO  TT 19785 Stevens Creek Blvd. Cupertino, CA 95014 Phone: (408) 873-1644 Fax: (408) 873-1924 Mgr.  Ian Kaminsky Asst. Mgr. - Jennifer Eustace  76 - DUBLIN - TT 4978 Dublin Blvd. Suite A Dublin, CA 94568 (925) 556-0678 - Phone (925) 556-0463
- Fax Mgr.  Ken Simons Asst. Mgr.  Kim
Crocket  91  ELK GROVE  TT 9158 West Stockton Blvd. Elk Grove, CA 95758 (916) 691-5700 - Phone (916) 691-5188 - Fax Mgr.  Veronica Smolen Asst. Mgr.  Andy Amyx  54 - ENCINITAS -AY 1076 N. El Camino Real Encinitas, CA 92024-1320 (760) 633-4440 - Phone (760) 633-4463 - Fax Mgr.  Scott Boyce Asst. Mgr.  Josh Morin Asst. Mgr.  Andres Gonzales  26 -
ESCONDIDO -AY 1286 B. Auto Parkway Escondido, CA
92029 (760 ) 480-1650 - Phone (760) 480-1822 - Fax
Mgr.  Matt Stone Asst. Mgr.  Robert Snook Asst. Mgr.  Chris Vaccaro  62 - FAIRFAX - JA 12219-21 Fair Lake Promenade Dr. Fairfax, VA 22033 (703) 278-0024 - Phone (703) 278-0029 - Fax Mgr. - Jack Beglane Asst. Mgr.  Louise Boothe  48 - FOUNTAINS - BM 11355 Fountain Lake Drive Stafford, TX 77477 (281) 94-9800 - Phone (281) 94-9803 - Fax Mgr. - Ismael Diosdado III Asst.
Mgr.  Shane Carriere |  | 77 - FORT WORTH - MB 5824 South
West Loop 820 Fort Worth, TX 76132 (817) 569-9960 -
Phone (817) 569-9971 - Fax Mgr.  Rusty Fratus
Asst. Mgr. - Kirk Dooley  88 - FRESNO - GC 7723 N. Blackstone Avenue Suite 101 Fresno, CA 93720 (559) 438-6383 - Phone (559) 438-1791 - Fax Mgr. -
George Contreras Asst. Mgr.  Louis Gonzales  87  FRISCO  MB 8600 Gaylord Pkwy. Suite 1 Frisco, TX 75034 (972) 668-4720 - Phone (972) 668-4724  Fax Mgr.  Clarence Butch Parker Flex Mgr - Solly
Wollach Asst. Mgr.  David Prestidge  73 - GAITHERSBURG - JA 178 Kentlands
Blvd. Gaithersburg, MD 20878 (240) 631-2700 - Phone
(240) 631-2703 - Fax Mgr. - John David Asst. Mgr.  Ernie Throneburg Asst. Mgr.  Manas Das  38 - GLENDALE - GC 201 N. Central Avenue Glendale, CA 91203 (818) 549-9908 - Phone (818) 549-9962 - Fax Mgr.
 Greg Palmieri Asst. Mgr.  Jason Penczar  49 - GRAPEVINE - MB 1419 State Hwy. 114 W, Ste 412 Grapevine, TX 76051 (817) 421-9052- Phone (817) 251-2046 - Fax Mgr.  Gordon Grant Asst. Mgr.  Bobby Coulson  34 - HENDERSON - MK 1124 Sunset
Rd. Henderson, NV 89014 (702) 435-5558 - Phone (702) 435-5414 - Fax Mgr.  Ed Fisher Asst. Mgr.  Collette Homell



---

|                           |  |                 
|-------------------------- |  | ----------------
|ALPHABETICAL STORE LISTING |  | Updated 11.03.04



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|93  JACKSONVILLE BCH - JA 950 Marsh Landing Pkwy. Suite 305 Jacksonville Beach,
FL 32250 (904) 273-0443  Phone (904) 273-0517 
Fax Mgr.  Steve Wilkes Asst. Mgr.  Kevin
Smith  25 - KEARNY MESA - AY 7450 Clairemont Mesa Blvd. San Diego, CA 92111 (858) 571-2727- Phone (858) 571-2755 - Fax Mgr.  Bob Aquino Asst. Mgr.  Mark Gentrup Asst. Mgr.  Tim Blakey  82 - LA MESA/GROSSMONT - AY 5300 Jackson Drive Suite A La Mesa, CA 91942 (619) 698-9102 - Phone (619) 698-9107 - Fax Mgr.  Herman Ruiz Asst. Mgr.  Tom Clareaux Asst. Mgr.  Eduado Lemus  32 - LAS VEGAS - MK 2580 S. Decatur Blvd. Las Vegas, NV 89102 (702) 367-2260 - Phone (702) 367-4164 - Fax Mgr.  Larry Dowdy MIT  Austin Keaveny  86  LAS
VEGAS II - MK 9815 S. Eastern Avenue Las
Vegas, NV 89123 Phone: (702) 407-7000 Fax: (702)
407-7003 Mgr.  Pat Farrule Asst. Mgr  Scott
Curless  57 - LEWISVILLE - MB 2267 S. Stemmons Fwy, #604 Lewisville, TX 75067 (972) 315-3364 - Phone (972) 315-0089 - Fax Mgr.  Syd Howell Asst. Mgr.  Johnny Smith  55 - MANDARIN - JA 10991 San Jose Blvd. Suite 51 Jacksonville, FL 32223 (904) 880-8008 - Phone (904)
880-0033 - Fax Mgr.  Martin Palos Asst. Mgr. 
Roland Phillips |  | 44  PALO ALTO - TT 2080 El Camino
Real Palo Alto, CA 94306 (650) 843  0560 -
Phone (650) 843  0564 Fax Mgr.  Perry
Jones Asst. Mgr.  TBD  51 - PASADENA - AY 30 S, Rosemead Blvd. Pasadena, CA 91107 (626) 568-1422 - Phone (626) 568-3321 - Fax Mgr.  Mike Malik Asst. Mgr.  Deana Westmoreland Asst. Mgr.  Karrell Burgess  30 - PHOENIX - MK 311 E. Camelback Rd. Phoenix, AZ 85012 (602) 266-9965 - Phone (602) 266-9880 - Fax Mgr.  Mike Jones MIT  David Daniel  78 - N. PHOENIX  MK 21001 N. Tatum Blvd., #16-1000 Phoenix, AZ 85050 (480) 513-3004 - Phone (480) 513-3396 - Fax Mgr.  Lloyd Jackson  42 - PLANO - MB 1801 Preston Rd., Suite A Plano, TX 75093 (972) 735-8185 - Phone (972) 735-8562
- Fax Mgr. - Jay Zeitler Asst. Mgr.  Blair
Cavender  85 - PLANTATION - LL 801 S. University Drive Suite B-125 Plantation, Florida 33324 (954) 423-1400 - Phone (954) 423-1945 - Fax Mgr.  Jason Naves Asst. Mgr.  Fred Gravel  70 - PRUNEYARD - TT 1875 S. Bascom Avenue Suite 280 Campbell, CA 95008 (408) 559-7092 - Phone (408) 559-7095 - Fax Mgr.
 Robert Anderson Asst. Mgr.  David Fejeran Asst.
Mgr.  Kelly Gravance |  | 59 - ROSEVILLE - TT 6756 Stanford Ranch
Rd. Suite 1 Roseville, CA 95678 (916) 781-9022 - Phone (916) 781-9017 - Fax Mgr.  David Olton Asst. Mgr.  Mark Cartwright  52 - SAN ANTONIO I - BM 327 NW Loop 410 Suite 101 San Antonio, TX 78216 (210) 375-2070 - Phone (210) 375-2025 - Fax Mgr. - Rick Trotter Asst. Mgr.  Kevin New  69 - SAN ANTONIO II - BM 11075 Interstate 10 West Suite 304 San Antonio, TX 78230 (210) 691-5002 - Phone (210) 691-5066 - Fax Mgr.  Pamela Mattingly Asst. Mgr.  Wes Suggs  58 - SAN RAFAEL - TT 620 W. Francisco Blvd. San Rafael, CA 94901 (415) 453-0261 - Phone (415) 453-0574 - Fax Mgr.  Matt Farrell Asst. Mgr.  Jason Harvey  21 - SANTA FE SPRINGS - GC 14040 E. Firestone Blvd. Santa Fe Springs, CA 90670 (562) 921-7141 - Phone (562) 926-9222 - Fax Mgr.  Robert Barrett Asst. Mgr.  Patty Gutierrez  80 - SANTA ROSA - TT 2510 Santa Rosa Avenue Suite B Santa Rosa, CA 95404 (707) 578-5248 - Phone (707) 578-5257 - Fax Mgr.  Noah Cade Asst. Mgr.  Steve Esquivel  37 - SCOTTSDALE - MK 9010E. Indian Bend Suite 2 Scottsdale, AZ 85250 (480) 596-8631 - Phone (480) 951-8150 - Fax Mgr.  Ralph Butch Jagger Asst. Mgr.  David
Daniel |  | 67 - SPRINGFIELD - JA 6699-G Frontier
Drive Springfield, VA 22150 (703) 719-6889 - Phone
(703) 719-0443 - Fax Mgr. - Dennis Spradlin Asst. Mgr. - Barbara Watkins Asst. Mgr.  Luke
Ludwick  61 - STERLING - JA 46301 Potomac Run Plaza Suite 190 Sterling, VA 20164 (703) 421-8950 - Phone (703) 421-9208 - Fax Mgr.  Dayle Dawson Asst. Mgr.  Randy Jones Asst. Mgr.  David Soflay  81 - STUDIO CITY - GC 13139 W. Ventura Blvd. Studio City, CA 91604 (818) 986-4001 - Phone (818) 986-0254 - Fax Mgr.  Ravi Mahaindra Asst. Mgr.  Angela Reel  23 - TARZANA - GC 19215 Ventura Blvd. Tarzana, CA 91356 (818) 345-7314 - Phone (818) 345-2290 - Fax Mgr.  Tom Vincze Asst. Mgr.  Paul Durfee  22 - TORRANCE - GC 18225
Hawthorne Blvd. Torrance, CA 90504 (310) 793-9551 -
Phone (310) 793-0909 - Fax Mgr.  Ken Ostrander
Asst. Mgr.  Scott Frazar Torrance@bbqgalore.com  43 - UNIVERSITY PARK - MB 4360 Lovers Lane Dallas, TX 75225 (214) 696-0030 - Phone (214) 696-0075 - Fax Mgr.  Arthur Lipschitz Asst. Mgr.  Jim Cornish  28 - UPLAND - AY 324 S. Mountain Avenue Upland, CA 91786 (909) 985-1522 - Phone (909) 985-7995 - Fax Mgr.
 Andy Parson Asst. Mgr.  Jason Guzman Asst. Mgr.  Stephanie Martinez



---

|                           |  |                 
|-------------------------- |  | ----------------
|ALPHABETICAL STORE LISTING |  | Updated 11.03.04



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|53 - VALENCIA - GC 25550 N. The Old Road Stevensons Ranch, CA 91381 (661) 284-6880 - Phone (661)284-6813 - Fax Mgr.  Bill Pangborn Asst. Mgr.  Gabe Leija  41 - WALNUT CREEK - TT 1539 Botelho Drive Walnut Creek, CA 94596 (925) 935-7067 - Phone (925) 935-6764 - Fax Mgr.  Jim Arino Asst. Mgr.  Aaron Guillaume  94  WELLINGTON - MB 10530 Forest Hills Blvd. Suite C-2 Wellington, FL 33414 (561) 333-7286 - Phone (561) 333-7553 - Fax Mgr.  Steve Gilliss Asst. Mgr.  Dean Aurelius  47 - WESTHEIMER - BM 6429 Westheimer Houston, TX 77057 (713) 953-7030 - Phone (713) 953-7140 - Fax Mgr.  Jonathon Schweizer Asst. Mgr.  Russell Thompson  95  WESTLAKE V1LLAGE-GC 30895 Thousand Oaks Blvd. Westlake Village, CA 91362 (818) 706-3046 - Phone (818) 706-3673 - Fax Mgr.  Thomas Field Asst. Mgr.  Jack Peraza  31  W. LOS ANGELES - GC 11021 W. Pico Blvd. Los Angeles, CA 90064 (310) 914-9693 - Phone (310) 477-7136 - Fax Mgr.  Dante Shumate Asst. Mgr.  Steve Kida Asst. Mgr.  Aaron Passoff bbqwestla@mymailstation.com  63 - WHITE MARSH - JA The Avenue at White Marsh 8153 Honeygo Suites l & J White Marsh, MD 21236 (410) 933-4861 - Phone (410)933-4864 - Fax Mgr.  Steve Schatz Asst. Mgr  Nick Raver Asst. Mgr.  Rey Taylor |  | MILITARY BASES:  29 - MIRAMAR - AY Marine Corps Exchange MCAS Bldg. 2660 4529 Anteanes Drive San Diego, CA 92145-5034 (858) 695-7282 - Phone (858) 695-7282 - Fax Mgr.  Juno Hesapene Asst. Mgr.  David Prince  33 - 32nd Street - AY Navy Exchange 32nd
Street Bldg. 3135, P.O. Box 368036 San Diego, CA 92136-8036 (619) 544-2156 - Phone (619) 544-2156 - Fax Mgr. - Ed Galvan Asst. Mgr.  Charles Anderson |  | WAREHOUSES:  CHARLOTTE Crossroads Distribution Center 11401 Granite Street Bldg. 1, Suite D Charlotte, NC 28273 (704) 587-3360 - Phone (704) 587-3362 - Fax Mgr.  Terrill Kirtz  ONTARIO Distribution Dept. 3355 East Cedar Road Suite B Ontario, CA 91761 (909) 472 -1026 - Phone (909) 472-1032 - Fax Logistics Mgr.  Jim Tullis Wrhs Mgr.  Carlos Barragan  PRUNEYARD - TT 520 McGlincey Campbell, CA 95008 (408) 559-7092  Phone (408) 559-7095  Fax District Manager  Todd Till  WAGNER INDUSTRIES (Public
Warehouse Dallas) 310 South West 14th St. Grand
Prairie, TX 75025 (972) 263-2590 |  | FRANCHISES: 
20  MARKET PLACE - SC (Franchise) 13274 Jamboree Irvine, CA 92620 (714) 505-0893 - Phone (714) 505-0894
- Fax Supervisor  Maris Strauntins  10 - COSTA MESA - SC (Franchise) 2300 Harbor Blvd. Ste. A Costa Mesa, CA 92626 (949) 645-0305 - Phone (949) 645-2708 - Fax Supervisor  John Doughty  19 - TUCSON II - BR (Franchise) 5068 N. Oracle Tucson, AZ 85704 (520) 887-0378 - Phone (520) 887-0393 - Fax Owner -
George Holley  15 - OXNARD - GC (Franchise) 1700 E. Ventura Blvd. Suite D Oxnard, CA 93030 (805) 485-4665 - Phone (805) 485-4615 - Fax Owner - Stuart McDonald  11 - RANCHO SANTA MARGARITA (RSM) - SC (Franchise) 30592 Santa Margarita Pkwy. Suite A Rancho Santa Margarita, CA 92688 (949) 766-1080 -
Phone (949) 766-1198 - Fax Supervisor  Joel
Ellis  16 - TUCSON I - BR (Franchise) 5616 E. Broadway Blvd. Tucson, AZ 85711 (520) 790-0660 - Phone (520) 790-0195 - Fax Owner - George Holley  14 - LAGUNA NIGUEL - SC (Franchise) 30212 Crown Valley Pkwy. Laguna Niguel, CA 92677 (949) 249-0448 - Phone (949) 249-0454 - Fax Supervisor  George Paquette



---

Barbeques Galore, Inc.

Storage Rents Leased

December 2004



Barbeques Galore, Inc.

Current short term storage facilities at
November 2004



|                                                                                                                                                     |  |                     |  |                |  |            |  |                    |  |             |  |             |  |         |  |       |  |        |  |   |  
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- |  | -------------- |  | ---------- |  | ------------------ |  | ----------- |  | ----------- |  | ------- |  | ----- |  | ------ |  | - | -
|LESSOR                                                                                                                                               |  | Assocated Store     |  | GL Account     |  | Store No.  |  | Amount             |  | Addtl Amts
|1       Atlantic Self Storage - Ponte Vedra Unit
#253 65 Executive Way, Ponte Vedra, FL 32082 As of 01/28/04 only Unit 253 is due effective
03/03/04 |  | Jacksonville Beach  |  | 600-245        |  | 10193      |  | 150.52             |  |             | 
|                                                                                                                                                     |  |                     |  |                | 
|2       Aztec Technology Corporation 2550 So. Santa Fe Ave., Vista, CA 92084                                                                         |  | 32nd Street         |  | 600-245        |  | 10133      |  | 134.69             |  |             | 
|                                                                                                                                                     |  |                     |  |                | 
|3       Danna Industrial, LLC, c/o El Rancho
Grande 160 W. Santa Clara St, #990, San Jose, CA
95113                                                  |  | Pruneyard Warehouse |  | 600-245        |  | 10170      |  | 1,696.00           |  |             | 
|                                                                                                                                                     |  |                     |  |                | 
|4       Dublin Security Storage 6005 Scarlett Court, Dublin, CA 94568                                                                                |  | DublinDublin        |  | 600-245600-245 |  | 1017610176 |  | 175.00175.00350.00 |  |             | 
|                                                                                                                                                     |  |                     |  |                | 
|5       Extra Space Storage Thousand
Oaks 161 N. Duesenberg Dr., Thousand Oaks, CA
91382 Unit 377                                                    |  | W.L.V.              |  | 600-245        |  | 10195      |  | 209.00             |  |             | 
|                                                                                                                                                     |  |                     |  |                | 
|6       Extra Storage Valencia Unit F127
Unit F136 26200 Hollywood Court, Valencia, CA 91355                                                         |  | ValenciaValencia    |  | 600-245600-245 |  | 1015310153 |  | 225.00225.00450.00 |  |             | 
|                                                                                                                                                     |  |                     |  |                | 
|7       Hertz/Big 4
Rents PO Box 26390, Customer 2160900, Oakland City,
OK 73126-0390                                                                |  | Walnut Creek        |  | 600-245        |  | 10141      |  | 102.69             |  |             | 
|                                                                                                                                                     |  |                     |  |                | 
|8       Iron Mountain PO box 60709, Los Angeles, CA 90060 Rate effective 01/04                                                                       |  | Irvine              |  | 600-245        |  | 99010      |  | 144.03             |  |             | 
|                                                                                                                                                     |  |                     |  |                | 
|9       Mobile Mini, Inc.                                                                                                                            |  |                     |  |                |  |            |  |                    |  |             | 
|PO Box 79149, Phoenix, AZ
85062-9149                                                                                                                 |  |                     |  |                |  |            |  |                    |  |             | 
|Unit                                                                                                                                                 |  | 21575               |  | Invoice        |  | #35648045  |  | Inv                |  | #1          |  | Tarzana     |  | 600-245 |  | 10123 |  | 297.69 |  | $ | 
|Unit                                                                                                                                                 |  | 98271               |  | Invoice        |  | #37743220  |  | Inv                |  | #2          |  | Tarzana     |  | 600-245 |  | 10123 |  | 91.40  |  | $ | 
|Unit                                                                                                                                                 |  | 12337               |  | Invoice        |  | #37716720  |  | Inv                |  | #3          |  | Torrance    |  | 600-245 |  | 10122 |  | 85.49  |  | $ | 
|Unit                                                                                                                                                 |  | 147487              |  | Invoice        |  | #37647722  |  | Inv                |  | #4          |  | W.L.A.      |  | 600-245 |  | 10131 |  | 79.58  |  | $ | 
|Unit                                                                                                                                                 |  | 36100               |  | Invoice        |  | #38481506  |  | Inv                |  | #5          |  | Studio City |  | 600-245 |  | 10181 |  | 161.79 |  | $ | 
|Unit                                                                                                                                                 |  | 115570              |  | Invoice        |  | #38269510  |  | Inv                |  | #6          |  | W.L.A.      |  | 600-245 |  | 10131 |  | 73.51  |  | $ | 
|Unit                                                                                                                                                 |  | 15840               |  | Invoice        |  | #38357608  |  | Inv                |  | #7          |  | Torrance    |  | 600-245 |  | 10122 |  | 85.49  |  | $ | 
|                                                                                                                                                     |  |                     |  |                |  |            |  |                    |  |             |  |             |  |         |  |       |  | 874.95 |  |   |  
|                                                                                                                                                     |  |                     |  |                | 
|10     Olivenhain Self Storage LLC 1605 Olivenhain Rd., Encinitas, CA 92024-5671 (Rate increase effective 9/3/04)                                    |  | Encinitas           |  | 600-245        |  | 10154      |  | 411.00             |  |             | 
|                                                                                                                                                     |  |                     |  |                | 
|11     Public Storage Inc. - Austin - Unit
G-021 10931 Research, Astn/Resrch2 20199, Austin, TX
78759                                                |  | Austin I            |  | 600-245        |  | 10150      |  | 166.00             |  |             | 



|                     |  |   |  |           
|-------------------- |  | - |  | ----------
|Storage Units Leased |  | 1 |  | 11/15/2004



---

Barbeques Galore, Inc.

Storage of Rents Leased

December 2004



|                                                                                                                                                                     |  |                                                                                     |  |                                        |  |                                          |  |                              |  |                          |  |                                |  |                   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------- |  | -------------------------------------- |  | ---------------------------------------- |  | ---------------------------- |  | ------------------------ |  | ------------------------------ |  | ------------------
|12     Public Storage Inc. - Brea - Unit K742 2750 E. Imperial Hwy, Brea, CA 92821                                                                                   |  | Brea                                                                                |  | 600-245                                |  | 10179                                    |  | 234.90                      
|                                                                                                                                                                     |  |                                                                                     |  |                                       
|13     Public Storage Inc. - Las Vegas, NV (Rate incr eff
7/1/04) Las Vegas/Dctur 21210, 2727 s Decatur, Las
Vegas, Nv 89102 Unit C004                               |  | Las Vegas                                                                           |  | 600-245                                |  | 10132                                    |  | 187.00                      
|                                                                                                                                                                     |  |                                                                                     |  |                                        | 
|14     Rocklin Self Storage 8500 Fairway Dr, Rocklin, CA 95677                                                                                                       |  | Invoice #1 Invoice #2 Invoice #2                                                    |  | Citrus HeightsRosevilleElk Grove       |  | 600-245600-245600-245                    |  | 101241015910191              |  | 150.00150.00150.00450.00
|                                                                                                                                                                     |  |                                                                                     |  |                                       
|15     San Rafael Self Storage - Unit a105 675 Anderson Drive, San Rafael, CA 94901 Rate change eff 7/17/03                                                          |  | San Rafael                                                                          |  | 600-245                                |  | 10158                                    |  | 324.00                      
|                                                                                                                                                                     |  |                                                                                     |  |                                       
|16     Schick Storage PO Box 3627, Tustin, CA 92781-3627                                                                                                             |  | Administration Storage                                                              |  | 600-245                                |  | 99010                                    |  | 449.10                      
|                                                                                                                                                                     |  |                                                                                     |  |                                       
|17     Self Storage of Walnut Creek - Space EG-14 2690 N. Main Street, Walnut Creek, CA 94597                                                                        |  | Walnut Creek                                                                        |  | 600-245                                |  | 10141                                    |  | 280.00                      
|                                                                                                                                                                     |  |                                                                                     |  |                                        | 
|18     Shurgard Storage - Plano - Unit
#1607 Shurgard Storage - Westheimer Unit
#513 Shurgard Storage - Phoenix - Unit
#5026 Shurgard Storage - Chandler - Unit
#432 |  | Invoice #1 Invoice #2 Invoice #3 Invoice #4                                         |  | Plano/PrestonWestheimerPhoenixChandler |  | 600-245600-245600-245600-245             |  | 10142101471017810171         |  | 226.00147.00244.68152.95
|Shurgard Storage
Centers, Inc, Attn: A/R Commercial Accts 1155Valley
St., Ste 400, Seattle, WA 98109                                                                 |  |                                                                                     |  |                                        |  |                                          |  | 770.63                      
|                                                                                                                                                                     |  |                                                                                     |  |                                       
|19     Storagemax, 6757 N. Pima Rd., Scottsdale, AZ 85250                                                                                                            |  |                                                                                     |  |                                        |  |                                          |  |                             
|Unit K-10        Invoice #1 Unit K-36        Invoice #2 Unit K-5          Invoice #3 Unit B-39        Invoice #4                                                     |  |                                                                                     |  |                                        |  | ScottsdaleScottsdaleScottsdaleScottsdale |  | 600-245600-245600-245600-245 |  | 10137101371013710137     |  | 168.41168.41168.41168.41673.64
|                                                                                                                                                                     |  |                                                                                     |  |                                       
|20     Storage USA - Property #830, Unit
#370 1051 Stephanie Pl., Henderson, NV
89014                                                                                |  | Henderson                                                                           |  | 600-245                                |  | 10134                                    |  | 127.99                      
|                                                                                                                                                                     |  |                                                                                     |  |                                       
|21     U-Stor, 11201 San Jose Bl., Jacksonville, FL 32223                                                                                                            |  | Mandarin                                                                            |  | 600-245                                |  | 10155                                    |  | 123.05                      
|                                                                                                                                                                     |  |                                                                                     |  |                                        |  |                                          | 
|22     75th Avenue Storage                                                                                                                                           |  | Unit #851        Invoice #1 Unit #853        Invoice #2 Unit #111        Invoice #3 |  |                                        |  |                                          |  | ArrowheadArrowheadArrowhead  |  | 600-245600-245600-245    |  | 101451014510145                |  | 131.97132.05132.05
|16110 N. 75TH Ave., Peoria, AZ
85382                                                                                                                                 |  |                                                                                     |  |                                        |  |                                          |  | 396.07                      
|(Rate increase effective 9/01/04)                                                                                                                                    |  |                                                                                     |  |                                        |  |                                          |  |                             





|                     |  |   |  |           
|-------------------- |  | - |  | ----------
|Storage Units Leased |  | 2 |  | 11/15/2004



---

SCHEDULE 3.5



MATERIAL ADVERSE CHANGE



None reported by Borrower.



---

SCHEDULE 3.6



REAL ESTATE LEASES



See attached.



---

Barbeques Galore, Inc.

Schedule of Rent and

Landlord Information



|                                                                    |  |                                                                                 |  |                     |  |             
|------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- |  | ------------------- |  | ------------
|LANDLORD/ PROPERTY MANAGER                                          |  | REMITTANCE ADDRESS                                                              |  | STORE LOCATION      |  | MONTHLY RENT
|1       Almaden Plaza Shopping Center, Inc.                         |  | 5353 Almaden Expressway Suite 49 San Jose, CA
95118                             |  | Almaden             |  | ***         
|                                                                    |  |                                                                                 | 
|2       Antelope 80 Plaza                                           |  | 777 Greenback Lane Suite 101, Citrus Heights, CA 95610 Citrus Heights, Ca 95610 |  | Citrus Heights      |  | ***         
|                                                                    |  |                                                                                 | 
|3       Arboretum Joint Venture                                     |  | P.O. Box 403117 Atlanta, GA 30384-3117                                          |  | Charlotte/Arboretum |  | ***         
|                                                                    |  |                                                                                 | 
|4       BB Funds International I USA                                |  | c/o Lincoln Property Co.500 N. Akard, Suite 3300, Dallas, TX 75201-3394         |  | San Antonio I       |  | ***         
|                                                                    |  |                                                                                 | 
|5       Blackstone/Alluvial Center - Acct #0014-0014-0150           |  | 2377 West Shaw, Suite 112, Fresno, CA 93711                                     |  | Fresno              |  | ***         
|                                                                    |  |                                                                                 | 
|6       Boyle-Fort Worth, LP                                        |  | P.O. Box 178005900 Poplar Ave., Memphis, TN 38187                               |  | Fort Worth          |  | ***         
|                                                                    |  |                                                                                 | 
|7       BPR Shopping Center (Bradford Mgnt Co)                      |  | P.O. Box 848021, Dallas, TX 75284                                               |  | Frisco              |  | ***         
|                                                                    |  |                                                                                 | 
|8       Brea Union Plaza II, LLC                                    |  | 101 N. Westlake Blvd., Suite 201 Westlake Village, CA 91362                     |  | Brea                |  | ***         
|                                                                    |  |                                                                                 | 
|9       Cary Crossroads Associates, L.P. Ref #606-40                |  | P.O. Box 932612, Atlanta, GA 31193-2612                                         |  | Cary                |  | ***         
|                                                                    |  |                                                                                 | 
|10     CB Richard Ellis Corp Fac MgmtAs agent for Washington Mutual |  | P.O. Box 6057, Hicksville, NY 11802-6057                                        |  | La Mesa             |  | ***         
|                                                                    |  |                                                                                 | 
|11     Cedar Development, Ltd.                                      |  | 7777 Glades Rd., Suite 310,Boca Raton, FL 33434-4195                            |  | Wellington          |  | ***         
|                                                                    |  |                                                                                 | 
|12     Chandler Pavilions, Inc.,                                    |  | P.O. Box 409637, Atlanta, GA 30384-9637                                         |  | Chandler            |  | ***         
|                                                                    |  |                                                                                 | 
|13     Christon Company - Unit Ref #17-4360-CU                      |  | 15900 Dooley Road, Addison, TX 75001                                            |  | University Park     |  | ***         
|                                                                    |  |                                                                                 | 
|14     Chunny Lam Wong 2002 Trust                                   |  | 228 South Beverly DriveBeverly Hills, CA 90212                                  |  | Glendale            |  | ***         
|                                                                    |  |                                                                                 | 
|15     CLPF - Crosroads Holdings GP, LLC                            |  | P.O. Box 27220, New York, NY 10087-7220                                         |  | Charlotte Whse      |  | ***         
|                                                                    |  |                                                                                 | 
|16     Columbia Crossing I, LLC                                     |  | 3333 New Hyde Park Rd., P.O. Box 5020 Newy Hyde Park, NY
11042-0020             |  | Columbia            |  | ***         
|                                                                    |  |                                                                                 | 
|17     Commercial Facilities, Inc. Acct.#225-119-BARB10             |  | 10951 Sorrento Valley Rd, Suite 2ASan Diego, CA 92121                           |  | Kearny Mesa         |  | ***         
|                                                                    |  |                                                                                 | 
|18     Cooper Street Shopping Center                                |  | P.O. Box 676473 Dallas, TX 75267-6473                                           |  | Arlington           |  | ***         
|                                                                    |  |                                                                                 | 
|19     DDRA Community Centers Five, L.P.                            |  | Dept. 743000743031, P.O. Box 931477 Cleveland, OH 44193                         |  | Arrowhead           |  | ***         
|                                                                    |  |                                                                                 | 
|20     Dr. John Paul Kassabian and Norayr Tuncer                    |  | 4430 Dulcinea CourtWoodland Hills, CA 91364-6120                                |  | West Los Angeles    |  | ***         
|                                                                    |  |                                                                                 | 
|21     Encinitas Town Center Association                            |  | 515 South Figueroa St. Suite 1230 Los Angeles, Ca
90071                         |  | Encinitas           |  | ***         
|                                                                    |  |                                                                                 | 
|22     Equity Office Properties                                     |  | 1999 South Bascom Avenue, Suite 200 Campbell, CA 95008                          |  | Pruneyard           |  | ***         
|                                                                    |  |                                                                                 | 
|23     Fair Lakes Promenade, L.L.C.                                 |  | P.O. Box 752075, Charlotte, NC 28275-2075                                       |  | Fairfax             |  | ***         
|                                                                    |  |                                                                                 | 
|24     Fredericksburg 35, LLC                                       |  | P.O. Box 890243, Charlotte, NC 28289-0243                                       |  | Fredericksburg      |  | ***         



|*** | Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
|--- | ----------------------------------------------------------------------------------------------------------------------------------



96



---

Barbeques Galore, Inc.

Schedule of Rent and

Landlord Information



|                                                      |  |                                                                                  |  |                   |  |             
|----------------------------------------------------- |  | -------------------------------------------------------------------------------- |  | ----------------- |  | ------------
|LANDLORD/PROPERTY MANAGER                             |  | REMITTANCE ADDRESS                                                               |  | STORE LOCATION    |  | MONTHLY RENT
|25     Fox Partners, L.P.                             |  | 65 Inverness Drive, San Rafael, CA 94901                                         |  | Santa Rosa        |  | ***         
|                                                      |  |                                                                                  | 
|26     Frit Escondido Promenade, L.L.C.               |  | Dept 8706, Los Angeles, CA 90084-8706                                            |  | Escondido         |  | ***         
|                                                      |  |                                                                                  | 
|27     Inland Southwest Management Corp./Huebner Oaks |  | P.O. Box 201474 Dallas, TX 75320-1474                                            |  | San Antonio II    |  | ***         
|                                                      |  |                                                                                  | 
|28     Geoffrey Millington (Attn: Don McMillan)       |  | c/o Cupertino National Bank, Palo Alto Branch 400 Emerson St. Palo Alto cA 94301 |  | Palo Alto         |  | ***         
|                                                      |  |                                                                                  | 
|29     Grapevine/Tate JV                              |  | P.O. Box 660394, Dallas, TX 75266-0394                                           |  | Grapevine         |  | ***         
|                                                      |  |                                                                                  | 
|30     Hacienda Crossings                             |  | P.O. Box 915191, Dallas, tX 75391-5191                                           |  | Dublin            |  | ***         
|                                                      |  |                                                                                  | 
|31     Inland Southeast Property Management Corp.     |  | P.O. Box 31005, Tampa, FL 33631-3005                                             |  | Plantation        |  | ***         
|                                                      |  |                                                                                  | 
|32     Kentlands II, L.L.C.                           |  | 6824 Elm Street, Suite 200 Mclean, VA
22101                                      |  | Gaithersburg      |  | ***         
|                                                      |  |                                                                                  | 
|33     Kimco Realty Corporation (Corona Hills Plaza)  |  | P.O. Box 5020, 3333 New Hyde Park Road New Hyde Park, NY
11042-0020              |  | Corona            |  | ***         
|                                                      |  |                                                                                  | 
|34     KIR Arboretum Crossing                         |  | P.O. Box 5020, 3333 New Hyde Park Road New Hyde Park,
NY 11042-0020              |  | Austin I          |  | ***         
|                                                      |  |                                                                                  | 
|35     KIR Fountains on the Lake, L.P.                |  | P.O. Box 41027, Houston, tX 77241-1027                                           |  | Fountains         |  | ***         
|                                                      |  |                                                                                  | 
|36     Lara Design Row III, LTD.                      |  | 2900 University DriveCoral Springs, FL 33065                                     |  | Coral Springs     |  | ***         
|                                                      |  |                                                                                  | 
|37     Mariner Center L.P.                            |  | 730 North Post Oak Road, Suite 330Houston, TX 77024                              |  | Westheimer        |  | ***         
|                                                      |  |                                                                                  | 
|38     Martin Felikian                                |  | 8112 Stoneridge Drive, Whittler, Ca 90605                                        |  | Pasadena          |  | ***         
|                                                      |  |                                                                                  | 
|39     Martin Felikian (parking lot rent)             |  | 8112 Stoneridge Drive, Whittler, Ca 90605                                        |  | Pasadena          |  | ***         
|                                                      |  |                                                                                  | 
|40     MNG Properties                                 |  | 3655 Nobel Drive, Suite 650 San Diego, CA
92122                                  |  | Studio City       |  | ***         
|                                                      |  |                                                                                  | 
|41     MNG Properties                                 |  | 3655 Nobel Drive, Suite 650 San Diego, CA
92122                                  |  | Las Vegas II      |  | ***         
|                                                      |  |                                                                                  | 
|42     Mandan Investment Group, LLC                   |  | 3841 W. Charleston Blvd., Suite 201Las Vegas, NV 89102                           |  | Henderson         |  | ***         
|                                                      |  |                                                                                  | 
|43     North Ranch Gateway                            |  |                                                                                  |  | Westlake Village  |  |             
|                                                      |  |                                                                                  | 
|44     Nottingham Management Co.                      |  | P.O. Box 37245, Baltimore, Md 21297-3245                                         |  | White Marsh       |  | ***         
|                                                      |  |                                                                                  | 
|45     Pan Pacific Retail Prop., Inc. File No.7406764 |  | File #74064, Ctr #455, P.O. Box 60000 San Francisco, CA 94160                    |  | Las Vegas         |  | ***         
|                                                      |  |                                                                                  | 
|46     Pan Pacific Retail Properties, Inc.            |  | File# 30116 Ctr# 778, P.O. Box 60000 San Francisco, CA
94160                     |  | Upland            |  | ***         
|                                                      |  |                                                                                  | 
|47     Pappas Lagunaa, L.P. c/o CB Richard Ellis,Inc. |  | 2020 L Street, Suite 500Sacramento, CA 95814                                     |  | Eik Grove         |  | ***         
|                                                      |  |                                                                                  | 
|48     PDC Properties, Inc.                           |  | 8395 Jackson Road, Suite FSacramento, CA 95826                                   |  | Ontario Warehouse |  | ***         



|*** | Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
|--- | ----------------------------------------------------------------------------------------------------------------------------------



97



---

Barbeques Galore, Inc.

Schedule of Rent and

Landlord Information



|                                                         |  |                                                                             |  |                         |  |             
|-------------------------------------------------------- |  | --------------------------------------------------------------------------- |  | ----------------------- |  | ------------
|LANDLORD/PROPERTY MANAGER                                |  | REMITTANCE ADDRESS                                                          |  | STORE LOCATION          |  | MONTHLY RENT
|49     Pine Mountain Development, LLC                    |  | c/o San Manuel Band of Mission Indi P.O. Box 266, Patton, Ca 92369          |  | Irvine Corporate Office |  | ***         
|                                                         |  |                                                                             | 
|50     Portal Plaza Center, c/o Yamaoka Associates, Inc. |  | 505 S. Pastoria Ave., Suite 201 Sunnyvale, CA 94086                         |  | Cupertino               |  | ***         
|                                                         |  |                                                                             | 
|51     Potomac Run, LLC                                  |  | 3333 New Hyde Park Road, Suite 100 New Hyde Park, NY 11042                  |  | Sterling                |  | ***         
|                                                         |  |                                                                             | 
|52     Property Management Support (Mandarin Corners)    |  | 1 Slelman Pkwy., Suite 250 Jacksonville, FL
32216                           |  | Mandarin                |  | ***         
|                                                         |  |                                                                             | 
|53     Preston Shepard Place c/o Prizm Partners          |  | 15660 North Dallas Pkwy., Suite 1100 Dallas, TX 75248                       |  | Plano                   |  | ***         
|                                                         |  |                                                                             | 
|54     Price Owner, L.L.C.                               |  | P.O. Box 27375, San Diego, CA 92198-1375                                    |  | Roseville               |  | ***         
|                                                         |  |                                                                             | 
|55     Nobmann Properties                                |  | 719 Southpoint Blvd., Suite C Petaluma, CA
94954                            |  | San Rafael              |  | ***         
|                                                         |  |                                                                             | 
|56     R & L Camelback Terrace, LLC                      |  | c/o National Bank of Arizona Lockbox P.O. Box 98300, Phoenix, AZ 85038-0300 |  | Phoenix                 |  | ***         
|                                                         |  |                                                                             | 
|57     Retail Equities, LLC                              |  | 1 Slelman Pkwy., Suite 250 Jacksonville, FL
32216                           |  | Jacksonville            |  | ***         
|                                                         |  |                                                                             | 
|58     Spire North LLC FBO MSMC                          |  | Dept 2926, Los Angeles, CA 90084-2926                                       |  | Scottsdale              |  | ***         
|                                                         |  |                                                                             | 
|59     Springfield Commons Shopping Center               |  | 75 Remittance Drive, Suite 1696 Chicago, IL
60675-1696                      |  | Springfield             |  | ***         
|                                                         |  |                                                                             | 
|60     Sunset Valley Village                             |  | 75 Remittance Drive, Suite 1845 Chicago, IL
60675-1845                      |  | Austin II               |  | ***         
|                                                         |  |                                                                             | 
|61     TD&A Corporation                                  |  | 5321 Edgemere Drive, Torrance, CA 90503                                     |  | Torrance                |  | ***         
|                                                         |  |                                                                             | 
|62     Valencia Marketplace I, L.L.C.                    |  | 101 N. Westlake Blvd., Suite 201 Westlake Village, Ca 91362                 |  | Valencia                |  | ***         
|                                                         |  |                                                                             | 
|63     Vestar-DRM-OPCO, LLC                              |  | P.O. Box 16281, Phoenix, AZ 85011-6281                                      |  | N. Phoenix              |  | ***         
|                                                         |  |                                                                             | 
|64     Vista Ridge Village S.C.                          |  | P.O. Box 74691, Chicago, IL 60675                                           |  | Lewisville              |  | ***         
|                                                         |  |                                                                             | 
|65     Voit Fireston Partners LLC # 6670-14040-CU        |  | Dept. 60499, El Monte, CA 91735-0499                                        |  | Santa Fe Springs        |  | ***         
|                                                         |  |                                                                             | 
|66     Wall Street Building c/o Asset Management Group   |  | P.O. Box 12010, San Diego, Ca 92112-3010                                    |  | Syds office            |  | ***         
|                                                         |  |                                                                             | 
|67     Weingarten Realty Investors                       |  | P.O. Box 200518, Houston, TX 77216                                          |  | Champions               |  | ***         
|                                                         |  |                                                                             | 
|68     Woodcreek                                         |  | 21 Lafayette Circle, Suite 200 Lafayette, Ca
94549                          |  | Walnut Creek            |  | ***         
|                                                         |  |                                                                             | 
|69     Inland Southeast Property Management              |  | Dept 3214 P.O.Box 2153 Birmingham AL 35287-3214                             |  | Atlanta II              |  | ***         
|                                                         |  |                                                                             | 
|70     MJM Development                                   |  | 460 Laurel Chase Ct. Atlanta GA 30327                                       |  | Atlanta I               |  | ***         



|*** | Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
|--- | ----------------------------------------------------------------------------------------------------------------------------------



---

SCHEDULE 3.7



LABOR MATTERS



None reported by Borrower.



---

SCHEDULE 3.8



VENTURES, SUBSIDIARIES, and AFFILIATES;

OUTSTANDING STOCK and INDEBTEDNESS



|                   |  |                                                    |  |                                       
|------------------ |  | -------------------------------------------------- |  | --------------------------------------
|Ventures:          |  | (a)                                                |  | None reported by Borrower             
|                   |  |                                                   
|Subsidiaries:      |  | (a)                                                |  | None reported by Borrower             
|                   |  | (b)                                                |  | None reported by Borrower             
|                   |  |                                                   
|Affiliates:        |  | (a)                                                |  | The Galore Group (USA), Inc.          
|                   |  |                                                    |  | The Galore Group (International), Ltd.
|                   |  | (b)                                                |  | The Galore Group (USA), Inc.          
|                   |  |                                                    |  | The Galore Group (International), Ltd.
|                   | 
|Outstanding Stock: |  | (a) & (b)         See attached chart, Stockholders
|                   |  |                                                    |  | Equity                                
|                   |  |                                                   
|Indebtedness:      |  | (a)                                                |  | None reported by Borrower             



---

THE GALORE GROUP (USA), INC. AND SUBSIDIARIES

STOCKHOLDERS EQUITY



|                                                                                                                        |  |                        |  |                       |  |           |  |                          |   |  |           
|----------------------------------------------------------------------------------------------------------------------- |  | ---------------------- |  | --------------------- |  | --------- |  | ------------------------ | - |  | ----------
|                                                                                                                        |  | GALOREGROUP(USA), INC. |  | BARBEQUESGALORE, INC. |  | BBQONLINE |  | CONSOLIDATIONADJUSTMENTS |   |  | TOTAL     
|Common stock, no par value : authorised : 1,000 shares issued and outstanding : 300 shares                              |  | 1,650,000              |  |                       |  |           |  |                          |   |  | 1,650,000 
|                                                                                                                        |  |                        |  |                       | 
|Common stock, no par value : authorised : 5,000 shares issued and outstanding : 2,000 shares                            |  |                        |  | 70,000                |  |           |  | (70,000                  | ) |  | 0         
|                                                                                                                        |  |                        |  |                       | 
|Common stock, no par value : authorised : 10,000,000 shares nonvoting authorised : 20,000 shares issued : 15,418 shares |  |                        |  |                       |  | 7,015,418 |  | (7,015,418               | ) |  | 0         
|                                                                                                                        |  |                        |  |                       | 
|Preferred stock, $1 par value : authorised 30,000,000 shares : issued 23,350,000 shares                                 |  | 23,350,000             |  |                       |  |           |  |                          |   |  | 23,350,000
|                                                                                                                        |  |                        |  |                       | 
|Preferred stock, $1 par value : authorised 20,000,000 shares : issued 17,350,000 shares                                 |  |                        |  | 17,350,000            |  |           |  | (17,350,000              | ) |  | 0         
|                                                                                                                        |  |                        |  |                       | 
|Additional Paid-in Capital                                                                                              |  |                        |  | 369,151               |  |           |  | (369,151                 | ) |  | 0         
|Additional Paid-in Capital - Adjustment                                                                                 |  |                        |  |                       |  | 170,447   |  | (170,447                 | ) |  |           
|                                                                                                                        |  |                        |  |                       |  |           |  |                          |   |  |           
|                                                                                                                        |  | 25,000,000             |  | 17,789,151            |  | 7,185,865 |  | (24,975,016              | ) |  | 25,000,000
|                                                                                                                        |  |                        |  |                       |  |           |  |                          |   |  |           



Note: The Galore Group (USA), Inc.
owns 100% of the shares of Barbeques Galore, Inc. and Barbeques Galore Online.



---

SCHEDULE 3.11



TAXES



Claim for exercise tax and penalties in the amount of $265,000 arising from activities at Navy Exchange Service in Pearl Harbor, Hawaii during the period
between 1993 and 2001. Claim is being disputed by Borrower.



---

SCHEDULE 3.12



ERISA PLANS



None reported by Borrower.



---

SCHEDULE 3.13



LITIGATION



Claim against Borrower by Brand Model & Talent Agency, Inc., a California corporation, in the amount of $400,000 for the unauthorized use of its
images. Claim is being disputed by Borrower.



---

BARBEQUES GALORE, INC.

SCHEDULE 3.14



|    |  |          |  |         |  |                                         |  |                                            
|--- |  | -------- |  | ------- |  | --------------------------------------- |  | -------------------------------------------
|    |  | Serial # |  | Reg #   |  | Word Mark                               |  | Status                                     
|1.  |  | 74262778 |  | 1805958 |  | TURBO                                   |  | Renewed.                                   
|    |  |          |  |        
|2.  |  | 74380656 |  | 1815278 |  | BARBEQUES GALORE                        |  | Renewed.                                   
|    |  |          |  |        
|3.  |  | 74260756 |  | 1734638 |  | CAPT N COOK (and Design)                |  | Renewed.                                   
|    |  |          |  |        
|4.  |  | 78100188 |  | 2799163 |  | ENDEAVOR                                |  | Registered.                                
|    |  |          |  |        
|5.  |  | 78032305 |  | 2760209 |  | MAXIHEAT                                |  | Registered.                                
|    |  |          |  |        
|6.  |  | 78038280 |  | 2722558 |  | BEEFMASTER                              |  | Registered.                                
|    |  |          |  |        
|7.  |  | 78200551 |  | 2829984 |  | GRAND TURBO                             |  | Registered.                                
|    |  |          |  |        
|8.  |  | 73390532 |  | 1227963 |  | COOK-ON                                 |  | Registered.                                
|    |  |          |  |        
|9.  |  | 76025801 |  | 2457175 |  | NOT A BARBECUE AISLE  A BARBECUE STORE |  | Registered.                                
|    |  |          |  |        
|10. |  | 75332496 |  | 2202730 |  | (DESIGN ONLY)                           |  | Registered.                                
|    |  |          |  |        
|11. |  | 75067257 |  | 2104154 |  | BAR-B-CHEF                              |  | Registered.                                
|    |  |          |  |        
|12. |  | 74731250 |  | 2031773 |  | (DESIGN ONLY)                           |  | Registered.                                
|    |  |          |  |        
|13. |  | 74260006 |  | 2072024 |  | BARB-B-CHEF                             |  | Registered.                                
|    |  |          |  |        
|14. |  | 73675521 |  | 1481183 |  | B.B.Q.S GALORE                         |  | Registered.                                
|    |  |          |  |        
|15. |  | 73259068 |  | 1200330 |  | BARBEQUES GALORE                        |  | Registered.                                
|    |  |          |  |        
|16. |  | 78292795 |  | N/A     |  | MAXIHEAT-OUTDOOR COMFORT                |  | Pending; suspension letter mailed          
|    |  |          |  |        
|17. |  | 78203111 |  | 2898147 |  | TURBO SELECT                            |  | Registered.                                
|    |  |          |  |        
|18. |  | 78366373 |  | N/A     |  | TURBO MAXI COOL (and design)            |  | Pending; new application.                  
|    |  |          |  |        
|19. |  | 78366368 |  | N/A     |  | TURBO WINE CHILL (and design)           |  | Pending; new application.                  
|    |  |          |  |        
|20. |  | 78292781 |  | N/A     |  | TURBO STS                               |  | Allowed.                                   
|    |  |          |  |        
|21. |  | 78052533 |  | N/A     |  | AUSSIE GRILL                            |  | Pending. Report completed suspension check.
|    |  |          |  |        
|22. |  | 75332495 |  | N/A     |  | (DESIGN ONLY)                           |  | Abandoned.                                 
|    |  |          |  |        
|23. |  | 78112907 |  | N/A     |  | EXCALIBUR                               |  | Abandoned.                                 



---

BARBEQUES GALORE, INC.

SCHEDULE 3.14



|    |  |          |  |       |  |                  |  |                          
|--- |  | -------- |  | ----- |  | ---------------- |  | -------------------------
|    |  | Serial # |  | Reg # |  | Word Mark        |  | Status                   
|24. |  | 78088336 |  | N/A   |  | JUMBUCK          |  | Abandoned.               
|    |  |          |  |      
|25. |  | 74731251 |  | N/A   |  | (DESIGN ONLY)    |  | Abandoned.               
|    |  |          |  |      
|26. |  | 78037019 |  | N/A   |  | TURBO ULTRA      |  | Abandoned.               
|    |  |          |  |      
|27. |  | 78028760 |  | N/A   |  | STRADA           |  | Abandoned.               
|    |  |          |  |      
|28. |  | 74688560 |  | N/A   |  | COOK-ON          |  | Abandoned.               
|    |  |          |  |      
|29. |  | 78054178 |  | N/A   |  | APOLLO           |  | Abandoned.               
|    |  |          |  |      
|30. |  | 78037026 |  | N/A   |  | TURBO APOLLO     |  | Abandoned.               
|    |  |          |  |      
|31. |  | 78429108 |  | N/A   |  | ONYX             |  | Pending; new application.
|    |  |          |  |      
|32. |  | 78456792 |  | N/A   |  | TURBO SEAR       |  | Pending; new application.
|    |  |          |  |      
|33. |  | 78519338 |  | N/A   |  | CHALLENGER       |  | Pending; new application.
|    |  |          |  |      
|34. |  | 73259620 |  | N/A   |  | WALTZING MATILDA |  | Abandoned.               



---

SCHEDULE 3.16



HAZARDOUS MATERIALS



None reported by Borrower.



---

SCHEDULE 3.17



INSURANCE



See attached Insurance Certificate and Lenders Loss Payable Endorsement



---

|                                                                                                                                                                             |           |                                                                                                                                                                                                            |                                                               |                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------- | ---------------
|CERTIFICATE OF INSURANCE                                                                                                                                                     |           |                                                                                                                                                                                                            |                                                               | Date 11/09/2004
|                                                                                                                                                                             |          
|PRODUCER Michael
Ehrenfeld Company 2655 Camino Del Rio North San Diego, CA 92108 6196839990 0537922                                                                          |           | THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW
|                                                                                                                                                                             | COMPANY A |                                                                                                                                                                                                            | COMPANIES AFFORDING COVERAGE 
FIREMANS FUND INSURANCE COMPANY
|                                                                                                                                                                             |           |                                                                                                                                                                                                           
|INSURED                                      
                   2                 9 BARBEQUES GALORE, INC. GALORE
GROUP USA INC. 10 ORCHARD ROAD #200 LAKE FOREST, CA 92630 |           | COMPANY B                                                                                                                                                                                                  |                                                               |                
|                                                                                                                                                                             | COMPANY C |                                                                                                                                                                                                            |                                                              
|                                                                                                                                                                             | COMPANY D |                                                                                                                                                                                                            |                                                              



|          |  |  |  |  |  |  |  |  |  |  |  | 
|--------- |  |  |  |  |  |  |  |  |  |  |  | 
|COVERAGES |  |  |  |  |  |  |  |  |  | 

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |  |  |  |  |  |  |  |  |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  |  |  |  |  | 
|THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE
POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO
ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

|       |  |                                                                                                                                             |  |               |  |                                  |  |                                   |  |                                                                                                                                    |  |      |                                                 
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- |  | -------------------------------- |  | --------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------------------------------------------------
|CO LTR |  | TYPE OF INSURANCE                                                                                                                           |  | POLICY NUMBER |  | POLICY EFFECTIVE DATE (MM/DD/YY) |  | POLICY EXPIRATION DATE (MM/DD/YY) |  | LIMITS                                                                                                                            
|A      |  | GENERAL LIABILITY x  COMMERCIAL GENERAL LIABILITY  ̈ ̈CLAIMS MADE    x  OCCUR  ̈OWNERS & CONTRACTORS PROT  ̈_______________________________  ̈ |  | MZX80824132   |  | 02/01/2004                       |  | 02/01/2005                        |  | GENERAL AGGREGATE PRODUCTS - COMP/OP AGG PERSONAL & ADV INJURY EACH OCCURRENCE FIRE DAMAGE (Any one fire) MED EXP (Any one person) |  | $$$$ | 2,000,0002,000,0001,000,0001,000,000100000010000
|       |  |                                                                                                                                             |  |               |  |                                 
|       |  | AUTOMOBILE LIABILITY  ̈ANY  AUTO  ̈ALLOWNED AUTOS  ̈SCHEDULED AUTOS  ̈HIRED AUTOS  ̈NON-OWNED AUTOS  ̈_______________________________  ̈           |  |               |  |                                  |  |                                   |  | COMBINED SINGLE LIMIT  BODILY INJURY (Per Person)  BODILY INJURY (Per Accident)  PROPERTY DAMAGE                                   |  |      |                                                 
|       |  |                                                                                                                                             |  |               |  |                                 
|       |  | GARAGE LIABILITY  ̈ANY AUTO  ̈_______________________________  ̈                                                                               |  |               |  |                                  |  |                                   |  | AUTO ONLY - EA ACCIDENT OTHER
THAN AUTO ONLY: EACH ACCIDENT AGGREGATE                                                              |  |      |                                                 
|       |  |                                                                                                                                             |  |               |  |                                 
|A      |  | EXCESS LIABILITY x  UMBRELLA FORM  ̈OTHER THAN UMBRELLA                                                                                      |  | XYZ68846 08   |  | 02/01/2004                       |  | 02/01/2005                        |  | EACH ACCIDENT AGGREGATE                                                                                                            |  | $$   | 25,000,00025,000,000                            
|       |  |                                                                                                                                             |  |               |  |                                 
|       |  | WORKERS COMPENSATION EMPLOYERS
LIABILITY  THE
PROPRIETOR/ ̈INCL PARTNERS/EXECUTIVE ̈EXCL OFFICERS ARE:                                       |  |               |  |                                  |  |                                   |  |  ̈WC STATUTORY LIMITS ̈OTHER  EL EACH ACCIDENT EL DISEASE - POLICY LIMIT EL DISEASE-EA EMPLOYEE                                      |  |      |                                                 
|       |  |                                                                                                                                             |  |               | 
|A      |  | OTHER BUILDING, BPP AND INVENTORY BUSINESS INCOME                                                                                           |  | MZX80824 32   |  | 02/01/2004                       |  | 02/01/2005                        |  | SPECIAL FORM, $25,000 DEDUCTIBLE $$27,873,000 BLANKET $7,200,000 LIMIT                                                            



|                                                                                                                                                                                                                                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS CERTIFICATE HOLDER NAMED AS LOSS PAYEE AND ADDITIONAL INSURED AS RESPECTS LOAN ON ASSETS PER ATTACHEDSCHEDULE OF LOCATIONS AND VALUES. ADDITIONAL NAMED INSURED
BARBEQUES GALORE ONLINEINCLUDED. FORM CG2018 11 85 ENCLOSED.  NOTE: 10 day notice of cancellation in the event of non-payment of premium.



|                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|CERTIFICATE HOLDER                                  
                   6022                                          |  | CANCELLATION                                                                                                                                                                                                                                                                                                                                                                           
|74 UNION BANK OF
CALIFORNIA, N.A. ITS SUCCESSORS AND/OR ASSIGNS P.O. BOX 30115 LOS ANGELES, CA 90030-9914 MC 4-957161 |  | SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS
WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVE  AUTHORIZED REPRESENTATIVE /s/ [ILLEGIBLE]
|ACORD 25                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                        



---

BARBEQUES GALORE, INC.

POLICY NUMBER: MZX80824132



THIS ENDORSEMENT CHANGES
THE POLICY, PLEASE READ IT CAREFULLY



ADDITIONAL INSURED
-

MORTGAGEE, ASSIGNEE, OR RECEIVER



This endorsement modifies insurance provided under the following:



COMMERCIAL GENERAL LIABILITY COVERAGE PART



SCHEDULE



|                                |  |                                                                                    
|------------------------------- |  | -----------------------------------------------------------------------------------
|Name of Person or Organization: |  | UNION BANK OF CALIFORNIA, N.A.                                                     
|                                |  | ITS SUCCESSORS AND/OR ASSIGNS P.O. BOX
30115 LOS ANGELES, CA 90030-9914 MC
4-957161



Designation of Premises: PER
SCHEDULE ATTACHED.



(If no entry appears above, information required to
complete this endorsement will be shown in the declarations as applicable to this endorsement.)



|1. | WHO IS AN INSURED (Section II) is amended to include as an insured the person(s) or organization(s) shown in the Schedule but only with respect to liability as mortgagee, assignee,
or receiver and arising out of the ownership, maintenance, or use of the premises by you and shown in the Schedule.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | This Insurance does not apply to structural alterations, new construction and demolition operations performed by or for that the person or organization.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------



CG 20 18 11 85



---

|                                                                                                                                                       |  |                
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------
|EVIDENCE OF PROPERTY INSURANCE                                                                                                                         |  | DATE 11/09/2004
|THIS IS EVIDENCE THAT INSURANCE AS
IDENTIFIED BELOW HAS BEEN ISSUED, IS IN FORCE, AND CONVEYS ALL THE RIGHTS AND PRIVILEGES AFFORDED UNDER THE POLICY.



|                                                                                                                                                                  |  |                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------
|PRODUCER Michael Ehrenfeld
Company 2655 Camino Del Rio North San Diego, CA 92108 6196839990 0537922  CODE                                      
          SUBCODE |  | COMPANY  Firemans Fund Insurance Co.



|                                                                               |  |                                     |  |                            |  |                                  
|------------------------------------------------------------------------------ |  | ----------------------------------- |  | -------------------------- |  | ---------------------------------
|                                                                               |  |                                    
|INSURED BARBEQUES GALORE, INC.,
BARBEQUES                                      |  | LOAN NUMBER                         |  | POLICY NUMBER MZX80824132 
|GALORE.ONLINE GALORE GROUP USA INC. 10 ORCHARD ROAD #200 LACK FOREST, CA 92630 |  | EFFECTIVE DATE 02/01/2004           |  | EXPIRATION DATE 02/01/2005 |  | CONT.UNTIL TERMINATED IF CHECKED ̈
|                                                                               |  | THIS REPLACES PRIOR EVIDENCE DATED:



|                                                                                                                                                 |  |                     |            |            |   |       
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------- | ---------- | ---------- | - | ------
|PROPERTY INFORMATION                                                                                                                             |  |                     |            |            |   |       
|LOCATION/DESCRIPTION  SCHEDULE OF LOCATIONS ENCLOSED.  COVERAGE INFORMATION                                                                      |  |                     |            |            |   |       
|                                                                                                                                                 |  |                    
|COVERAGE/PERILS/FORMS                                                                                                                            |  | AMOUNT OF INSURANCE |            | DEDUCTIBLE
|BUSINESS PERSONAL PROPERTY, INVENTORY AND BUILDING LIMIT SPECIAL FORM, REPLACEMENT COST, NO COINSURANCE TERRORISM INCLUDED. CP12180788 ATTACHED. |  | $                   | 27,873,000 |            | $ | 25,000



|                                                                                                                                                                                                                                                                                                                                                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|REMARKS (Including Special Conditions)                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                          
|THIS IS EVIDENCE THAT INSURANCE AS IDENTIFIED ABOVE HAS BEEN ISSUED, IS IN FORCE, AND CONVEYS ALL THE RIGHTS & PRIVILEGES AFFORDED UNDER THE POLICY.                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                          
|CANCELLATION                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                          
|THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH POLICY PERIOD. SHOULD THE POLICY BE TERMINATED, THE COMPANY WILL GIVE THE ADDITIONAL
INTEREST IDENTIFIED BELOW 30 DAYS WRITTEN NOTICE, AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT INTEREST. IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW.



ADDITIONAL INTEREST



|                                                                                                                                     |  |                                                                       
|------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------
|NAME AND ADDRESS: UNION BANK OF CALIFORNIA
N.A., ITS SUCCESSORS AND/OR ASSIGNS P.O. BOX 30115
LOS ANGELES, CA 90030-9914 MC 4-957161 |  | NATURE OF INTEREST   ̈MORTGAGEE ̈ADDITIONAL INSURED  x  LOSS PAYEE ̈OTHER
|                                                                                                                                    
|ACORD 27 (2/88)                                                                                                                      |  | SIGNATURE OF AUTHORIZED AGENT OF COMPANY  /s/ [ILLEGIBLE]             



---

|                           |  |                    
|-------------------------- |  | -------------------
|POLICY NUMBER: MZX80824132 |  | COMMERCIAL PROPERTY



THIS ENDORSEMENT
CHANGES THE POLICY. PLEASE READ IT CAREFULLY.



LOSS
PAYABLE PROVISIONS



This endorsement modifies insurance provided under the
following:



BUILDING AND PERSONAL PROPERTY COVERAGE FORM

BUILDERS RISK COVERAGE FORM

CONDOMINIUM ASSOCIATION COVERAGE FORM

CONDOMINIUM COMMERCIAL UNIT-OWNERS COVERAGE FORM

STANDARD PROPERTY POLICY



SCHEDULE



|          |  |          |  |                        |  |                             |  |                       |  |                       |  |                
|--------- |  | -------- |  | ---------------------- |  | --------------------------- |  | --------------------- |  | --------------------- |  | ---------------
|          |  |          |  |                        |  |                             |  | Provisions Applicable
|Prem. No. |  | Bldg.No. |  | Descriptionof Property |  | Loss Payee (Name & Address) |  | LossPayable           |  | Lenders Loss Payable |  | ContractOf Sale



|               |  |                                                                                                                
|-------------- |  | ---------------------------------------------------------------------------------------------------------------
|BPP, INVENTORY |  | UNION BANK OF CALIFORNIA N.A. ITS SUCCESSORS AND/OR
ASSIGNS P.O. BOX 30115 LOS ANGELES, CA
900309914 MC4957161



|                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                              
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A.      When this endorsement is attached to the STANDARD PROPERTY POLICY CP
00 99 the term Coverage Part in this endorsement is replaced by the term Policy.  The following is added to the LOSS PAYMENT Loss Condition, as indicated in the Declarations or by an X in the Schedule: |  | B.      LOSS PAYABLE For Covered Property in which both you and a Loss Payee shown in the
Schedule or in the Declarations have an insurable interest we will:  1. Adjust losses with you; and



|               |  |                                                           |  |            
|-------------- |  | --------------------------------------------------------- |  | -----------
|CP 12 18 07 88 |  | Copyright. ISO Commercial Risk Services, Inc., 1983, 1987 |  | Page 1 of 2



---

| | 2. | Pay any claim for loss or damage jointly to you and the Loss Payee, as interests may appear.
| | -- | --------------------------------------------------------------------------------------------



|C. | LENDERS LOSS PAYABLE
|-- | ---------------------



| | 1. | The Loss Payee shown in the Schedule or in the Declarations is a creditor (including a mortgageholder or trustee) with whom you have entered a contract for the sale of Covered
Property, whose interest in that Covered Property is established by such written contracts as:
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. | Warehouse receipts;
| | -- | -------------------



| | b. | A contract for deed;
| | -- | --------------------



| | c. | Bills of lading; or
| | -- | -------------------



| | d. | Financing statements.
| | -- | ---------------------



| | 2. | For Covered Property in which both you and a Loss Payee have an insurable interest:
| | -- | -----------------------------------------------------------------------------------



| | a. | We will pay for covered loss of damage to each Loss Payee in their order of precedence, as interests may appear.
| | -- | ----------------------------------------------------------------------------------------------------------------



| | b. | The Loss Payee has the right to receive loss payment even if the Loss Payee has started foreclosure or similar action on the Covered Property.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------



| | c. | If we deny your claim because of your acts or because you have failed to comply with the terms of the Coverage Part, the Loss Payee will still have the right to receive loss payment
if the Loss Payee:
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (1) | Pays any premium due under this Coverage Part at our request if you have failed to do so;
| | --- | -----------------------------------------------------------------------------------------



| | (2) | Submits a signed, sworn proof of loss within 60 days after receiving notice from us of your failure to do so; and
| | --- | -----------------------------------------------------------------------------------------------------------------



| | (3) | Has notified us of any change in ownership, occupancy or substantial change in risk known to the Loss Payee.
| | --- | ------------------------------------------------------------------------------------------------------------



All of the terms of this Coverage Part will then apply directly to the Loss
Payee.



| | d. | If we pay the Loss Payee for any loss or damage and deny payment to you because of your acts or because you have failed to comply with the terms of this Coverage Part:
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (1) | The Loss Payees rights will be transferred to us to the extent of the amount we pay; and
| | --- | -----------------------------------------------------------------------------------------



| | (2) | The Loss Payees rights to recover the full amount of the Loss Payees claim will not be impaired.
| | --- | --------------------------------------------------------------------------------------------------



At our option, we may pay to the Loss Payee the whole principal on the debt
plus any accrued interest. In this event, you will pay your remaining debt to us.



| | 3. | If we cancel this policy, we will give written notice to the Loss Payee at least:
| | -- | ---------------------------------------------------------------------------------



| | a. | 10 days before the effective date of cancellation if we cancel for your non-payment of premium; or
| | -- | --------------------------------------------------------------------------------------------------



| | b. | 30 days before the effective date of cancellation if we cancel for any other reason.
| | -- | ------------------------------------------------------------------------------------



| | 4. | If we do not renew this policy, we will give written notice to the Loss Payee at least 10 days before the expiration date of this policy.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------



|D. | CONTRACT OF SALE
|-- | ----------------



| | 1. | The Loss Payee shown in the Schedule or in the Declarations is a person or organization you have entered a contract with for the sale of Covered Property.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | For Covered Property in which both you and the Loss Payee have an insurable interest we will:
| | -- | ---------------------------------------------------------------------------------------------



| | a. | Adjust losses with you; and
| | -- | ---------------------------



| | b. | Pay any claim for loss or damage jointly to you and the Loss Payee, as interests may appear:
| | -- | --------------------------------------------------------------------------------------------



| | 3. | The following is added to the OTHER INSURANCE Condition:
| | -- | --------------------------------------------------------



For Covered Property that is the subject of a contract of sale, the word you includes the Loss Payee.



|            |  |                                                           |  |               
|----------- |  | --------------------------------------------------------- |  | --------------
|Page 2 of 2 |  | Copyright. ISO Commercial Risk Services, Inc., 1983, 1987 |  | CP 12 18 07 88



---

BARBEQUES GALORE BREAKDOWN

2004



|                                                                   |  |                                        |  |                           |  |           |  |          |  |    
|------------------------------------------------------------------ |  | -------------------------------------- |  | ------------------------- |  | --------- |  | -------- |  | ---
|LOCATIONS                                                          |  | INVENTORY                              |  | PERSONAL PROPERTYPROPERTY |  | SALES     |  | BUILDING |  | EDP
|14040 E. FIRESTONE BLVD. SANTA FE SPRINGS, CA 90670                |  | 150,000                                |  | 80,000                    |  | 1,260,000 |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|18992-18926 VENTURA BLVD. TARZANA, CA 91356                        |  | 150,000                                |  | 80,000                    |  | 2,100,000 |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|18225 HAWTHORNE BLVD. TORRANCE, CA 90503                           |  | 130,000                                |  | 70,000                    |  | 1,700,000 |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|6412 TUPELO DRIVE CITRUS HEIGHTS, CA 95621                         |  | 160,000                                |  | 62,000                    |  | 1,100,000 |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|1286B AUTO PARKWAY ESCONDIDO, CA 92025                             |  | 160,000                                |  | 80,000                    |  | 2,300,000 |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|7450 CLAIRMONT MESA BLVD. SAN DIEGO, CA 92111                      |  | 200,000                                |  | 80,000                    |  | 2,750,000 |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|324 S. MOUNTAIN AVENUE UPLAND, CA 91786                            |  | 150,000                                |  | 84,000                    |  | 2,300,000 |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|1875 S. BASCOM AVENUE CAMPBELL, CA 95008                           |  | 150,000                                |  | 80,000                    |  | 2,200,000 |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|311 E. CAMELBACK ROAD PHOENIX, ARIZONA 85012                       |  | 140,000                                |  | 81,000                    |  | 1,100,000 |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|2580 SOUTH DECATUR BLVD #5 LAS VEGAS, NEV 89102                    |  | 130,000                                |  | 76,000                    |  | 1,900,000 |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|NAS MIRAMAR #110-160 SAN DIEGO, CA 92121                           |  | 90,000                                 |  | 10,000                    |  | 800,000   |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|3555 EAST CEDAR STREET #3 ONTARIO, CA 91761                        |  | 6,000,0008 mil peak seato October only |  | 70000                     |  | 0         |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|NAS NAVY EXCHANGE, US NAVY ST. P.O. BOX 368036 SAN DIEGO, CA 92136 |  | 90000                                  |  | 10000                     |  | 1,100,000 |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|11021 W.PICO BLVD. LOS ANGELES, CA 90025                           |  | 150000                                 |  | 80000                     |  | 3,000,000 |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|1124 SUNSET ROAD HENDERSON, NEVADA 89015                           |  | 150000                                 |  | 80000                     |  | 1100000   |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|201 NORTH CENTRAL AVE. GLENDALE, CA 91203                          |  | 130,000                                |  | 80,000                    |  | 1,200,000 |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|9010 E. INDIAN BEND RD SCOTTSDALE, AZ 85250                        |  | 150,000                                |  | 80,000                    |  | 2,000,000 |  |          |  |    
|                                                                   |  |                                        |  |                           | 
|390 E. MCKINLEY #108 CORONA, CA                                    |  | 150,000                                |  | 80,000                    |  | 1,600,000 |  |          |  |    



Page 1



---

BARBEQUES GALORE BREAKDOWN

2004



|                           |  |         |  |         |  |           |  |        |  | 
|-------------------------- |  | ------- |  | ------- |  | --------- |  | ------ |  | 
|1539 BOTELHO DRIVE         |  | 160,000 |  | 110,000 |  | 2,400,000 |  |        |  | 
|WALNUT CREEK, CA 94596     |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|1801 PRESTON ROAD #A       |  | 180,000 |  | 190,000 |  | 1,300,000 |  |        |  | 
|PLANO, TEXAS 75093         |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|4360 LOVERS LANE           |  | 140,000 |  | 140,000 |  | 1,500,000 |  |        |  | 
|DALLAS, TEXAS 75252        |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|2080 EL CAMINO REAL        |  | 170,000 |  | 140,000 |  | 2,100,000 |  |        |  | 
|PALO ALTO, CA 94306        |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|7635 W. BELL ROAD #101     |  | 160,000 |  | 80,000  |  | 2,200,000 |  |        |  | 
|PEORIA, ARIZONA 85382      |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|6429 WESTHEIMER ROAD       |  | 160,000 |  | 80,000  |  | 1,300,000 |  |        |  | 
|HOUSTON, TEXAS 77057       |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|4605 S. COOPER ST. #605    |  | 160,000 |  | 80,000  |  | 1,100,000 |  |        |  | 
|ARLINGTON, TEXAS           |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|30 S. ROSEMEAD BLVD        |  | 150,000 |  | 100,000 |  | 1,600,000 |  | 450000 |  | 
|PASADENA, CA               |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|1419 STATE HWY W #412      |  | 150000  |  | 80000   |  | 1200000   |  |        |  | 
|GRAPEVINE, TEXAS 76051     |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|9333 RESEARCH DR. BLDG C   |  | 150,000 |  | 100,000 |  | 1,100,000 |  |        |  | 
|#200, AUSTIN, TX 78759     |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|10991 SAN JOSE BLVD.       |  |         |  |         |  |           |  |        |  | 
|JACKSONVILLE, FLA 32223    |  | 150,000 |  | 100,000 |  | 1,100,000 |  |        |  | 
|                           |  |         |  |         | 
|11355 FOUNTAIN LAKES DRIVE |  | 160,000 |  | 100,000 |  | 1,200,000 |  |        |  | 
|STAFFORD, TEXAS 77477      |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|327 N.W. COOP 410. #101    |  |         |  |         |  |           |  |        |  | 
|SAN ANTONIO TEXAS 78216    |  | 150,000 |  | 100,000 |  | 1,300,000 |  |        |  | 
|                           |  |         |  |         | 
|2267 S. STEMMONS FREEWAY   |  | 150,000 |  | 100,000 |  | 1,100,000 |  |        |  | 
|#604, LEWISVILLE, TX 75067 |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|4765 FM 1960 WEST, STE H   |  | 150000  |  | 100000  |  | 1,100,000 |  |        |  | 
|HOUSTON, TX 77069          |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|1076 N. EL CAMINO REAL     |  | 150000  |  | 100000  |  | 3,400,000 |  |        |  | 
|ENCINITAS, CA 92024        |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|25550 N. THE OLD ROAD      |  | 150000  |  | 100000  |  | 2,200,000 |  |        |  | 
|VALENCIA, CA 91371         |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|620 W. FRANCISCO BLVD.     |  | 150000  |  | 100000  |  | 2,200,000 |  |        |  | 
|SAN RAFAEL, CA 94901       |  |         |  |         |  |           |  |        |  | 
|                           |  |         |  |         | 
|6756 STANFORD RASCH RD #1  |  | 150000  |  | 75000   |  | 2,100,000 |  |        |  | 
|ROSEVILLE, CA 95678        |  |         |  |         |  |           |  |        |  | 



Page 2



---

BARBEQUES GALORE BREAKDOWN

2004



|                                 |  |           |  |        |  |           |  |         |  | 
|-------------------------------- |  | --------- |  | ------ |  | --------- |  | ------- |  | 
|46301 POTOMAC RUN PLAZA          |  | 170000    |  | 100000 |  | 1,900,000 |  |         |  | 
|UNIT 190, STERLING VA 21064      |  |           |  |        |  |           |  |         |  | 
|                                 |  |           |  |        | 
|FAIR LAKES PROMENADE             |  |           |  |        |  |           |  |         |  | 
|12219-21 FAIR LAKES PROMENADE DR |  |           |  |        |  |           |  |         |  | 
|FAIRFAX, VA                      |  | 170000    |  | 100000 |  | 1,800,000 |  |         |  | 
|                                 |  |           |  |        | 
|THE AVENUE AT WHITE MARSH        |  | 180000    |  | 100000 |  | 1,300,000 |  |         |  | 
|8153 HONEYGO #I,J                |  |           |  |        |  |           |  |         |  | 
|WHITE MARSH, MD 21236            |  |           |  |        |  |           |  |         |  | 
|                                 |  |           |  |        | 
|225 SOUTH WEST 14TH STREET       |  |           |  |        |  |           |  |         |  | 
|GRAND PRAIRIE, TX 75025          |  | 600000    |  |        |  |           |  |         |  | 
|(warehouse)                      |  |           |  |        |  |           |  |         |  | 
|111 CROSSROADS BLVD.             |  |           |  |        |  |           |  |         |  | 
|CARY, NC 27511                   |  | 160000    |  | 130000 |  | 1100000   |  |         |  | 
|                                 |  |           |  |        | 
|6699-G FRONTIER DRIVE            |  |           |  |        |  |           |  |         |  | 
|SPRINGFIELD, VA 22150            |  | 170000    |  | 130000 |  | 1,600,000 |  |         |  | 
|                                 |  |           |  |        | 
|11075 INTERSTATE 10 WEST, #304   |  |           |  |        |  |           |  |         |  | 
|SAN ANTONIO, TX 78230            |  | 150000    |  | 130000 |  | 1,000,000 |  |         |  | 
|                                 |  |           |  |        | 
|5601 BRODIE LANE, #1200          |  |           |  |        |  |           |  |         |  | 
|AUSTIN, TEXAS 78745              |  | 150000    |  | 130000 |  | 1,000,000 |  |         |  | 
|                                 |  |           |  |        | 
|520 #8 MC GLINCEY LANE           |  |           |  |        |  |           |  |         |  | 
|CAMPBELL, CA 95008 (WHSE)        |  | 120000    |  | 10000  |  |           |  |         |  | 
|                                 |  |           |  |        | 
|800 N. 54TH STREET               |  | 170000    |  | 130000 |  | 2,400,000 |  |         |  | 
|CHANDLER, ARIZONA 85226          |  |           |  |        |  |           |  |         |  | 
|                                 |  |           |  |        | 
|8046 PROVIDENCE ROAD             |  | 160000    |  | 130000 |  | 1,500,000 |  |         |  | 
|CHARLOTTE, NC 28277              |  |           |  |        |  |           |  |         |  | 
|                                 |  |           |  |        | 
|6131 COLUMBIA CROSSING CIRCLE    |  |           |  |        |  |           |  |         |  | 
|#T-2, COLUMBIA, MD 21045         |  | 170000    |  | 130000 |  | 1,500,000 |  |         |  | 
|                                 |  |           |  |        | 
|178 MARKET STREET                |  | 170000    |  | 130000 |  | 1,200,000 |  |         |  | 
|GAITHERSBURG, MD 20878           |  |           |  |        |  |           |  |         |  | 
|                                 |  |           |  |        | 
|5666 SOUTHWEST LOOP 820 #150     |  |           |  |        |  |           |  |         |  | 
|FT. WORTH, TEXAS 76132           |  | 170000    |  | 130000 |  | 1,200,000 |  |         |  | 
|                                 |  |           |  |        | 
|2315 E. IMPERIAL HIGHWAY #A      |  | 170000    |  | 150000 |  | 2,700,000 |  |         |  | 
|BREA, CALIFORNIA 92821           |  |           |  |        |  |           |  |         |  | 
|                                 |  |           |  |        | 
|13131 VENTURA BLVD.              |  | 160000    |  | 150000 |  | 1,500,000 |  |         |  | 
|STUDIO CITY, CA                  |  |           |  |        |  |           |  | 625,000 |  | 
|                                 |  |           |  |        | 
|2510-B SANTA ROSA AVENUE         |  | 170000    |  | 150000 |  | 1,800,000 |  |         |  | 
|SANTA ROSA, CA 95404             |  |           |  |        |  |           |  |         |  | 
|                                 |  |           |  |        | 
|11401 GRANITE STREET #D          |  | 2,000,000 |  | 40,000 |  |           |  |         |  | 
|CHARLOTTE, NC 28273              |  |           |  |        |  |           |  |         |  | 
|(WAREHOUSE)                      |  |           |  |        |  |           |  |         |  | 



Page 3



---

BARBEQUES GALORE BREAKDOWN

2004



|                              |  |   |            |  |   |           |  |   |           |  |         |  |       
|----------------------------- |  | - | ---------- |  | - | --------- |  | - | --------- |  | ------- |  | ------
|4978 DUBLIN BLVD. #A          |  | $ | 160,000    |  | $ | 200,000   |  | $ | 1,900,000 |  |         |  |       
|DUBLIN, CA 94568              |  |   |            |  |   |           |  |   |           |  |         |  |       
|                              |  |   |            |  |  
|5300 JACKSON DRIVE            |  |   | 160000     |  |   | 200000    |  | $ | 1,600,000 |  |         |  |       
|LA MESA, CA 91942             |  |   |            |  |   |           |  |   |           |  |         |  |       
|                              |  |   |            |  |  
|7485 SAMPLE ROAD WEST         |  |   | 160000     |  |   | 200000    |  | $ | 900,000   |  |         |  |       
|CORAL SPRINGS FLA 33065       |  |   |            |  |   |           |  |   |           |  |         |  |       
|                              |  |   |            |  |  
|8600 GAYLORD PARKWAY #1       |  |   | 160000     |  |   | 200000    |  |   | 1,000,000 |  |         |  |       
|FRISCO, TEXAS 75034           |  |   |            |  |   |           |  |   |           |  |         |  |       
|                              |  |   |            |  |  
|19785 STEVENS CREEK BLVD.     |  |   | 160000     |  |   | 200000    |  |   | 800,000   |  |         |  |       
|CUPERTINO, CA 95014           |  |   |            |  |   |           |  |   |           |  |         |  |       
|                              |  |   |            |  |  
|801S UNIVERSITY DRIVE #B130A  |  |   | 160000     |  |   | 200000    |  |   | 1,600,000 |  |         |  |       
|PLANTATION, FLORIDA 33324     |  |   |            |  |   |           |  |   |           |  |         |  |       
|                              |  |   |            |  |  
|9815 S. EASTERN AVE           |  |   | 160000     |  |   | 200000    |  |   | 1,600,000 |  | 650000  |  |       
|LAS VEGAS, NEVADA 89103       |  |   |            |  |   |           |  |   |           |  |         |  |       
|                              |  |   |            |  |  
|7723 N. BLACKSTONE AVE #101   |  |   |            |  |   |           |  |   |           |  |         |  |       
|FRESNO, CA 93720              |  |   | 160000     |  |   | 200000    |  |   | 1,400,000 |  |         |  |       
|                              |  |   |            |  |  
|9158 WEST STOCKTON BLVD.      |  |   | 160000     |  |   | 200000    |  |   | 1,600,000 |  |         |  |       
|ELK GROVE, CA 95758           |  |   |            |  |   |           |  |   |           |  |         |  |       
|                              |  |   |            |  |  
|21001 N. TATUM BLVD.          |  |   | 160000     |  |   | 200000    |  |   | 2,300,000 |  |         |  |       
|PHOENIX, ARIZONA 85050        |  |   |            |  |   |           |  |   |           |  |         |  |       
|                              |  |   |            |  |  
|10 ORCHARD ROAD #200          |  |   |            |  |   |           |  |   |           |  |         |  |       
|LAKE FOREST CA 92630          |  |   |            |  |   | 50000     |  |   |           |  |         |  | 500000
|                              |  |   |            |  |  
|950 MARSHLANDING PKWY #305    |  |   | 150000     |  |   | 200000    |  |   | 1500000   |  |         |  |       
|JACKSONVILLE BEACH, FLA 32250 |  |   |            |  |   |           |  |   |           |  |         |  |       
|                              |  |   |            |  |  
|5333 ALMADEN EXPRESSWAY       |  |   | 150000     |  |   | 200000    |  |   | 1250000   |  |         |  |       
|SAN JOSE, CA 95118            |  |   |            |  |   |           |  |   |           |  |         |  |       
|                              |  |   |            |  |  
|10530 Forest Hill Blvd. #C2   |  |   | 250000     |  |   | 200000    |  |   | 1400000   |  |         |  |       
|Wellington, Florida 33414     |  |   |            |  |   |           |  |   |           |  |         |  |       
|                              |  |   |            |  |  
|TOTALS                        |  |   | 18,740,000 |  |   | 7,858,000 |  |   | 103360000 |  | 1725000 |  | 500000
|                              |  |   |            |  |  
|TOTAL BLDG,BPP & INV          |  |   | 27,873,000 |  |   |           |  |   |           |  |         |  |       



Page 4



---

SCHEDULE 3.18



FRANCHISEE TRUE NAMES and ADDRESSES



See attached



---

Barbeques Galore



Listing of Franchise Stores at November 18, 2004



A. ORANGE COUNTY FRANCHISE STORES



Franchise holder: Rodjean Barbeques Inc.

2300 Harbor Blvd. Ste. A

Costa Mesa, CA 92626

(949) 645-0305 - Phone

(949) 645-2708 - Fax

Owners: Rodney and Brett Maister.



Franchise Holder: Maister Enterprises, Inc.

30212 Crown Valley Pkwy.

Laguna Niguel, CA 92677

(949) 249-0448 - Phone

(949) 249-0454 - Fax

Owners: Rodney and Brett Maister.



Franchise Holder: Rancho Barbeques, Inc.

30592 Santa Margarita Pkwy.
Suite A

Rancho Santa Margarita, CA 92688

(949) 766-1080 -
Phone

(949) 766-1198 - Fax

Owners: Rodney and Brett Maister.



Franchise Holder: Tustin Barbeques, Inc.

13274 Jamboree Road

Irvine, CA 92620

(714) 505-0893 - Phone

(714) 505-0894 - Fax

Owners: Rodney and Brett Maister.



Note: All of the shares in each of the above franchises are owned by Maister Holdings, Inc.



B. VENTURA COUNTY FRANCHISE STORE



Franchise Holder: Stumac, Inc.

1700 E. Ventura Blvd.

Suite D

Oxnard, CA 93030

(805) 485-4665 - Phone

(805) 485-4615 - Fax

Owner: Stuart MacDonald



---

Barbeques Galore



Listing of Franchise Stores at November 18, 2004 (cont)



C. TUCSON FRANCHISE STORES



Franchise holder: Barbeque Grills & Fireplaces of Arizona, LLC

5616 E. Broadway Blvd.

Tucson, AZ 85711

(520)
790-0660 - Phone

(520) 790-0195 - Fax

Owner - George Holley



Franchise holder : MBH Corporation

5068 N. Oracle

Tucson, AZ 85704

(520) 887-0378 - Phone

(520) 887-0393 - Fax

Owner - George Holley



---

SCHEDULE 3.19



INVENTORY



Sku # 263350 Bar B Chef Smoker - Royalty of $25.00 per unit



|            |  |                   
|----------- |  | ------------------
|Payable to: |  | WC Bradley Company
|            | 
|            |  | 1017 Front Avenue 
|            | 
|            |  | Columbus GA 31901 



The following is an
extract from the License Agreement:



5.1 PAYMENT



LICENSEE shall pay LICENSOR, upon the effective date, a
royalty payment of $25.00 per unit that is either manufactured in or imported for sale in the United States or any of its territories.



The smokers are currently imported from China where they are manufactured exclusively for Barbeques Galore, Inc.



---

SCHEDULE 3.23



DEPOSIT and OTHER BANK ACCOUNTS



|                                            |  |             
|------------------------------------------- |  | ------------
|Bank of America, N.A.                       |  | Checking ***
|450 B Street, Suite 100 San Diego, CA
92101 |  |             



|*** | Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
|--- | ----------------------------------------------------------------------------------------------------------------------------------



122



---

SCHEDULE 4(c)



OTHER INDEBTEDNESS



See attached



---

Barbeques Galore, Inc.

Auto [ILLEGIBLE] Payments

November 2004



|            |  |                               |  |    |  |            |  |             |  |                              |  |               |  |        |          |  |            |  
|----------- |  | ----------------------------- |  | -- |  | ---------- |  | ----------- |  | ---------------------------- |  | ------------- |  | ------ | -------- |  | ---------- | -
|            |  | LESSOR                        |  |    |  | JDAVENDOR# |  | LEASE #     |  | ASSET LOCATION               |  | JDA ACCOUNT # |  | AMOUNT |          |  |           
|[ILLEGIBLE] |  | American Honda Finance Corp.  |  | MD |  | 5916       |  | 60069081    |  | Corporate - Monica Dallmayer |  | 600-210-99010 |  | $      | 354.67   |  | [ILLEGIBLE | ]
|            |  |                               |  |    |  |            |  |             |  | $354.67                      |  |               |  |        |          |  |            |  
|            |  |                               |  |    |  |            |  |            
|[ILLEGIBLE] |  | Mercedes-Benz Credit          |  | MV |  | 5523       |  | 7001568058  |  | Corporate - Mike Varley      |  | 600-210-99020 |  | $      | 539.60   |  | [ILLEGIBLE | ]
|            |  |                               |  |    |  |            |  |             |  | $539.60                      |  |               |  |        |          |  |            |  
|            |  |                               |  |    |  |            |  |            
|[ILLEGIBLE] |  | Saab Financial Services Corp. |  | ML |  | 3580       |  | 22181012058 |  | Irvine - Michael Lindblad    |  | 600-210-99011 |  | $      | 572.64   |  | [ILLEGIBLE | ]
|            |  |                               |  |    |  |            |  |             |  | $572.64                      |  |               |  |        |          |  |            |  
|            |  |                               |  |    |  |            |  |            
|            |  | Total Vehicle Payments:       |  |    |  |            |  |             |  | $1,466.91                    |  |               |  | $      | 1,466.91 |  |            |  



|                    |  |   |  |           
|------------------- |  | - |  | ----------
|Monthly Auto Leases |  | 1 |  | 10/28/2004



---

RECEIVED NOV [ILLEGIBLE] 2004



|                                                                                                                      |  |         |                                                                                                                                                                                                                 |                                                                          |             |            
|--------------------------------------------------------------------------------------------------------------------- |  | ------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------ | ----------- | -----------
|LOGO                                                                                                                  |  | INVOICE |                                                                                                                                                                                                                 |                                                                          |             |            
|                                                                                                                      |  |         |                                                                                                                                                                                                                
|Please Remit To:  ENTERPRISE FLEET SERVICES                                                                           |  |         |                                                                                                                                                                                                                 | Page:                                                                    |             | 1          
|                                                                                                                      |  |         | Consolidated Invoice No:                                                                                                                                                                                        |                                                                          | FB N0610424
|Billing Services Dept                                                                                                 |  |         |                                                                                                                                                                                                                 | Invoice Date:                                                            |             | 11/03/2004 
|File 56696                                                                                                            |  |         |                                                                                                                                                                                                                 | Customer Number:                                                         |             | C57687     
|Los Angeles, CA 90074-6696                                                                                            |  |         |                                                                                                                                                                                                                 | Due by 1 st of December, late if not paid by 20th of December           
|                                                                                                                      |  |         |                                                                                                                                                                                                                
|Customer:  THE GALORE GROUP (USA) INC. & SUBSIDIARIES- ACCOUNTS PAYABLE 10 ORCHARD ST. STE. 200 LAKE FOREST, CA 92630 |  |         |                                                                                                                                                                                                                 | AMOUNT DUE:                                                              |             | $ 43,360.71
|                                                                                                                      |  |         | PLEASE NOTE: If there is no remittance sent with your payment stating what is being paid or not being paid, your payment will automatically be processed to the oldest outstanding
items (including late fees).
|                                                                                                                      |  |        
|                                                                                                                      |  |         |                                                                                                                                                                                                                 | For billing questions, please callBilling Services Dept at: 310-851-3457



Charge Summary



|                    |  |                                         |  |                                                   |  |             |  |             |  |        |   |        |  |      |          |                      |        |                 |  |                |  |           |  |                  |          |  |               |          |       |  | 
|------------------- |  | --------------------------------------- |  | ------------------------------------------------- |  | ----------- |  | ----------- |  | ------ | - | ------ |  | ---- | -------- | -------------------- | ------ | --------------- |  | -------------- |  | --------- |  | ---------------- | -------- |  | ------------- | -------- | ----- |  | 
|Line                |  | Cust Ref                                |  | Cost Code                                         |  | Unit Number |  | Trm         |  | MosSvc |   | Yr     |  | Make |          | Model Invoice Number |        | DriverBaseLease |  | MaintenanceFee |  | Insurance |  | Tax/OtherCharges |          |  | Miscellaneous |          | Total | 
|                    |  | C57687                                  |  |                                                   |  | C57687      |  |             |  |        |   |        |  |      |          |                      |        |                 |  |                |  |           |  |                  |          |  |               |          |       |  | 
|1                   |  |                                         |  | 10/29/04 VIP RENTAL                               |  | 14035432-OT |  |             |  |        |   |        |  |      | 468.60   |                      |        | 468.60          | 
|                    |  |                                         |  | DIRVER: BRANDON KALMANSON DATE: 10/08/04-10/11/04 |  |             |  |             |  |        |   |        |  |      |          |                      |       
|                    |  |                                         |  | TICKET: D647747 LOCATION: DALLAS, TX              |  |             |  |             |  |        |   |        |  |      |          |                      |       
|2                   |  |                                         |  | 10/08/04 VIP RENTAL                               |  | 13726932-OT |  |             |  |        |   |        |  |      |          |                      | 656.88 |                 |  | 656.88         | 
|                    |  |                                         |  | DRIVER: ALAN PROCTOR     DATES: O9/20/04-09/30/04 |  |             |  |             |  |        |   |        |  |      |          |                      |        |                 | 
|                    |  |                                         |  | TICKET # D265724                                  |  |             |  |             |  |        |   |        |  |      |          |                      |        |                 | 
|3                   |  |                                         |  | 10/08/04 VIP RENTAL                               |  | 13726832-OT |  |             |  |        |   |        |  |      | 2,224.93 |                      |        | 2,224.93        | 
|                    |  |                                         |  | DRIVER: ED FISHER     DATES: 08/30/04-09/28/04    |  |             |  |             |  |        |   |        |  |      |          |                      |        |                 | 
|                    |  |                                         |  | TICKET # D000407                                  |  |             |  |             |  |        |   |        |  |      |          |                      |        |                 | 
|                    |  |                                         |  |                                                   |  |             |  | Unit Total: |  |        |   | C57687 |  |      |          |                      |        |                 |  |                |  |           |  |                  | 3,350.41 |  | $             | 3,350.41 |      
|                    |  |                                         |  |                                                   |  |             |  |             |  |        |   |       
|                    |  | C57687                                  |  |                                                   |  | EM9821      |  | 48          |  | 7      |   | 04     |  | CHEV |          | ECUT                 |        | POOL DRIVER     |  |                |  |           |  |                  |          |  |              
|4                   |  | 11/01-11/30/04 MONTHLY LEASE CHARGE ADJ |  | 14121532-OT                                       |  |             |  |             |  | (3.23  | ) |        |  |      |          | (3.23                | )     
|                    |  |                                         |  |                                                   |  |             |  |             |  |        |   |        | 
|                    |  | C57687                                  |  |                                                   |  | UL3134      |  | 48          |  | 6      |   | 04     |  | CHEV |          | ECUT                 |        | CAR POOL        |  |                |  |           |  |                  |          |  |               |          |      
|5                   |  | 11/01-11/30/04 MONTHLY LEASE CHARGE ADJ |  | 14121432-OT                                       |  |             |  |             |  | 1.41   |   |        |  |      |          | 1.41                 |       
|                    | 
|C57687 / FBN0610424 |  | 478 Page 2 of 47 B241-Fn                | 



---

INVOICE



|                                        |  |                          |  |           
|--------------------------------------- |  | ------------------------ |  | ----------
|Customer: THE GALORE GROUP (USA) INC. & |  | Page:                    |  | 2         
|                                        |  | Consolidated Invoice No: |  | FBN0610424
|                                        |  | Invoice Date:            |  | 11/03/2004



|     |  |                                            |  |                 |  |                |  |                                  |  |        |  |       |  |          |  |                      |  |                   |        |                |        |           |  |                  |          |               |  |       | 
|---- |  | ------------------------------------------ |  | --------------- |  | -------------- |  | -------------------------------- |  | ------ |  | ----- |  | -------- |  | -------------------- |  | ----------------- | ------ | -------------- | ------ | --------- |  | ---------------- | -------- | ------------- |  | ----- | 
|Line |  | Cust Ref                                   |  | Cost Code       |  | UnitNumber     |  | Trm                              |  | MosSvc |  | Yr    |  | Make     |  | Model Invoice Number |  | Driver Base Lease |        | MaintenanceFee |        | Insurance |  | Tax/OtherCharges |          | Miscellaneous |  | Total
|     |  | C57687                                     |  |                 |  | UL3751         |  | 48                               |  | 1      |  | 04    |  | CHEV     |  | ECUT                 |  | CAR POOL          |        |                |        |           |  |                  |          |               |  |       | 
|6    |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES      |  |                 |  | UL3751-1204-MR |  | 563.84                           |  | 27.50  |  |       |  | 42.29    |  |                      |  |                   | 633.63
|7    |  | 10/19-10/31/04 PARTIAL MONTH LEASE CHARGES |  |                 |  | UL3751-1004-MR |  | 236.46                           |  | 11.53  |  |       |  | 17.73    |  |                      |  |                   | 265.72
|8    |  | 11/01- 11/30/04 MONTHLY LEASE CHARGES      |  |                 |  | UL3751-1104-MR |  | 563.84                           |  | 27.50  |  |       |  | 42.29    |  |                      |  |                   | 633.63
|     |  |                                            |  |                 |  |                |  | Unit Total:                      |  | UL3751 |  |       |  | 1,364.14 |  | 66.53                |  |                   |        | 102.31         |        |           |  | $                | 1,532.98
|     |  |                                            |  |                 |  |                |  |                                  |  |        |  |       | 
|     |  | C57687                                     |  | 32ND ST. 10133  |  | EG2558         |  | 60                               |  | 54     |  | 00    |  | CHEV     |  | VAN                  |  | POOL DRIVER 10154 |        |                |        |           |  |                  |          |               | 
|9    |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES      |  |                 |  | EG2558-1204-MR |  | 344.44                           |  | 23.50  |  |       |  | 26.69    |  |                      |  |                   | 394.63
|     |  |                                            |  |                 |  |                |  |                                  |  |        |  |       | 
|     |  | C57687                                     |  | ALMADEN 10190   |  | EL6904         |  | 48                               |  | 22     |  | 02    |  | CHEV     |  | ECUT                 |  | POOL DRIVER 10126 |        |                |        |           |  |                  |          |               | 
|10   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES      |  |                 |  | EL6904-1204-MR |  | 497.04                           |  | 27.50  |  |       |  | 38.52    |  |                      |  |                   | 563.06
|     |  |                                            |  |                 |  |                |  |                                  |  |        |  |       | 
|     |  | C57687                                     |  | ARBORETUM-10174 |  | EB7043         |  | 72                               |  | 69     |  | 99    |  | CHEV     |  | VAN                  |  | POOL DRIVER-10174 |        |                |        |           |  |                  |          |               | 
|11   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES      |  |                 |  | EB7043-1204-MR |  | 15.00                            |  | 19.50  |  |       |  |          |  |                      |  |                   | 34.50 
|     |  |                                            |  |                 |  |                |  |                                  |  |        |  |       |  |         
|     |  | C57687                                     |  | ARLINGTON 10146 |  | UL3371         |  | 48                               |  | 4      |  | 04    |  | CHEV     |  | ECUT                 |  | CAR POOL          |        |                |        |           |  |                  |          |               |  |       | 
|12   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES      |  |                 |  | UL3371-1204-MR |  | 529.10                           |  | 27.50  |  |       |  |          |  |                      |  |                   | 556.60
|     |  |                                            |  |                 |  |                |  |                                  |  |        |  |       |  |         
|     |  | C57687                                     |  | ARROWHEAD 10145 |  | UL3193         |  | 48                               |  | 5      |  | 04    |  | CHEV     |  | ECUT                 |  | CAR POOL          |        |                |        |           |  |                  |          |               |  |       | 
|13   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES      |  |                 |  | UL3193-1204-MR |  | 527.08                           |  | 27.50  |  |       |  | 38.82    |  |                      |  |                   | 593.40
|     |  |                                            |  |                 |  |                |  |                                  |  |        |  |       | 
|     |  | C57687                                     |  | ARROWHEAD 10145 |  | ED2090         |  | 97                               |  | 10     |  | 96    |  | FORD     |  | VAN                  |  | POOL DRIVER-10145 |        |                |        |           |  |                  |          |               | 
|14   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES      |  |                 |  | ED2090-1204-MR |  | 9.00                             |  | 16.50  |  |       |  |          |  |                      |  |                   | 25.50 
|     |  |                                            |  |                 |  |                |  |                                  |  |        |  |       | 
|     |  | C57687                                     |  | ARROWHEAD 10145 |  | EM5110         |  | 48                               |  | 16     |  | 03    |  | CHEV     |  | ECUT                 |  | POOL DRIVER       |        |                |        |           |  |                  |          |               | 
|15   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES      |  |                 |  | EM5110-1204-MR |  | 519.77                           |  | 27.50  |  |       |  | 44.33    |  |                      |  |                   | 591.60
|     |  |                                            |  |                 |  |                |  |                                  |  |       
|     |  |                                            |  |                 |  |                |  | Cost Code Total:ARROWHEAD- 10145 |  | 528.77 |  | 44.00 |  |          |  | 44.33                |  |                   |        | $              | 617.10



|                    |  |                         
|------------------- |  | ------------------------
|C57687 / FBN0610424 |  | 478 Page 3 of 47 B241-Fn



---

|     |  |         |  | 
|---- |  | ------- |  | 
|LOGO |  | INVOICE |  | 



|                                        |  |                          |  |           
|--------------------------------------- |  | ------------------------ |  | ----------
|Customer: THE GALORE GROUP (USA) INC. & |  | Page:                    |  | 3         
|                                        |  | Consolidated Invoice No: |  | FBN0610424
|                                        |  | Invoice Date:            |  | 11/03/2004



|     |  |                                         |  |                  |  |                |  |                  |  |        |  |                 |  |        |  |                      |  |                   |        |                |  |           |  |                  |          |               |  |       | 
|---- |  | --------------------------------------- |  | ---------------- |  | -------------- |  | ---------------- |  | ------ |  | --------------- |  | ------ |  | -------------------- |  | ----------------- | ------ | -------------- |  | --------- |  | ---------------- | -------- | ------------- |  | ----- | 
|Line |  | Cust Ref                                |  | Cost Code        |  | UnitNumber     |  | Trm              |  | MosSvc |  | Yr              |  | Make   |  | Model Invoice Number |  | Driver Base Lease |        | MaintenanceFee |  | Insurance |  | Tax/OtherCharges |          | Miscellaneous |  | Total
|     |  | C57687                                  |  | AUSTIN I- 10150  |  | EM5190         |  | 48               |  | 15     |  | 03              |  | CHEV   |  | ECUT                 |  | POOL DRIVER       |        |                |  |           |  |                  |          |               | 
|16   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES   |  |                  |  | EM5190-1204-MR |  | 532.52           |  | 27.50  |  |                 |  |        |  |                      |  |                   | 560.02
|     |  |                                         |  |                  |  |                |  |                  |  |        |  |                 | 
|     |  | C57687                                  |  | AUSTIN II-10168  |  | EB2879         |  | 72               |  | 72     |  | 98              |  | CHEV   |  | VAN                  |  | POOL DRIVER-10168 |        |                |  |           |  |                  |          |               | 
|17   |  | 12/01- 12/31/04   MONTHLY LEASE CHARGES |  |                  |  | EB2879-1204-MR |  | 15.00            |  | 18.00  |  |                 |  |        |  |                      |  |                   | 33.00 
|18   |  | 10/20/04     LICENSE RENEWAL            |  |                  |  | 13853032-OT    |  |                  |  |        |  |                 |  |        |  | 109.78               |  |                   | 109.78
|     |  |                                         |  |                  |  |                |  | Unit Total:      |  | EB2879 |  |                 |  | 15.00  |  | 18.00                |  |                   |        |                |  | 109.78    |  | $                | 142.78  
|     |  |                                         |  |                  |  |                |  | Cost Code Total: |  |        |  | AUSTIN II-10168 |  | 15.00  |  | 18.00                |  |                   |        |                |  | 109.78    |  | $                | 142.78  
|     |  |                                         |  |                  |  |                |  |                  |  |        |  |                 | 
|     |  | C57687                                  |  | BREA-10179       |  | EG2319         |  | 72               |  | 61     |  | 99              |  | CHEV   |  | VAN                  |  | POOL DRIVER-10179 |        |                |  |           |  |                  |          |               | 
|19   |  | 12/01- 12/31/04   MONTHLY LEASE CHARGES |  |                  |  | EG2319-1204-MR |  | 551.23           |  | 23.50  |  |                 |  | 42.72  |  |                      |  |                   | 617.45
|20   |  | 10/31/04     MAINTENANCE/SERVICE        |  |                  |  | 14005132-OT    |  |                  |  |        |  |                 |  |        |  | 728.97               |  |                   | 728.97
|     |  |                                         |  |                  |  |                |  | Unit Total:      |  | EG2319 |  |                 |  | 551.23 |  | 23.50                |  |                   |        | 42.72          |  | 728.97    |  | $                | 1,346.42
|     |  |                                         |  |                  |  |                |  | Cost Code Total: |  |        |  | BREA-10179      |  | 551.23 |  | 23.50                |  |                   |        | 42.72          |  | 728.97    |  | $                | 1,346.42
|     |  |                                         |  |                  |  |                |  |                  |  |        |  |                 | 
|     |  | C57687                                  |  | CARY-10164       |  | EB2838         |  | 72               |  | 72     |  | 99              |  | CHEV   |  | VAN                  |  | POOL DRIVER-10164 |        |                |  |           |  |                  |          |               | 
|21   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES   |  |                  |  | EB2838-1204-MR |  | 15.00            |  | 19.00  |  |                 |  |        |  |                      |  |                   | 34.00 
|     |  |                                         |  |                  |  |                |  |                  |  |        |  |                 | 
|     |  | C57687                                  |  | CHAMPIONS 10156  |  | UL3155         |  | 48               |  | 4      |  | 04              |  | CHEV   |  | ECUT                 |  | CAR POOL          |        |                |  |           |  |                  |          |               | 
|22   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES   |  |                  |  | UL3155-1204-MR |  | 452.48           |  | 27.50  |  |                 |  |        |  |                      |  |                   | 479.98
|     |  |                                         |  |                  |  |                |  |                  |  |        |  |                 | 
|     |  | C57687                                  |  | CHANDLER-10171   |  | UL3137         |  | 48               |  | 6      |  | 04              |  | CHEV   |  | ECUT                 |  | CAR POOL          |        |                |  |           |  |                  |          |               | 
|23   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES   |  |                  |  | UL3137-1204-MR |  | 414.83           |  | 27.50  |  |                 |  | 34.50  |  |                      |  |                   | 476.83
|     |  |                                         |  |                  |  |                |  |                  |  |        |  |                 | 
|     |  | C57687                                  |  | CITRUS HTS 10124 |  | UL3133         |  | 48               |  | 5      |  | 04              |  | CHEV   |  | ECUT                 |  | CAR POOL          |        |                |  |           |  |                  |          |               | 
|24   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES   |  |                  |  | UL3133-1204-MR |  | 485.09           |  | 27.50  |  |                 |  | 36.04  |  |                      |  |                   | 528.63
|     |  |                                         |  |                  |  |                |  |                  |  |        |  |                 | 
|     |  | C57687                                  |  | COLUMBIA 10172   |  | UL3462         |  | 48               |  | 3      |  | 04              |  | CHEV   |  | ECUT                 |  | POOL DRIVER       |        |                |  |           |  |                  |          |               | 
|25   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES   |  |                  |  | UL3462-1204-MR |  | 435.28           |  | 27.50  |  |                 |  |        |  |                      |  |                   | 462.78



|                    |  |                         
|------------------- |  | ------------------------
|C57687 / FBN0610424 |  | 478 Page 4 of 47 B241-Fn



---

INVOICE



|                                        |  |                          |  |           
|--------------------------------------- |  | ------------------------ |  | ----------
|Customer: THE GALORE GROUP (USA) INC. & |  | Page:                    |  | 4         
|                                        |  | Consolidated Invoice No: |  | FBN0610424
|                                        |  | Invoice Date:            |  | 11/03/2004





|     |  |                                       |  |                 |  |                |  |                  |  |              |  |             |  |       |  |                      |  |                    |        |                |  |           |  |                  |        |               |  |       | 
|---- |  | ------------------------------------- |  | --------------- |  | -------------- |  | ---------------- |  | ------------ |  | ----------- |  | ----- |  | -------------------- |  | ------------------ | ------ | -------------- |  | --------- |  | ---------------- | ------ | ------------- |  | ----- | 
|Line |  | Cust Ref                              |  | Cost Code       |  | UnitNumber     |  | Trm              |  | Mos Svc      |  | Yr          |  | Make  |  | Model Invoice Number |  | Driver Base Lease  |        | MaintenanceFee |  | Insurance |  | Tax/OtherCharges |        | Miscellaneous |  | Total
|     |  | C57687                                |  | COLUMBIA-10172  |  | EB7039         |  | 72               |  | 68           |  | 99          |  | CHEV  |  | VAN                  |  | POOL DRIVER-10172  |        |                |  |           |  |                  |        |               | 
|26   |  | 10/26/04 LICENSE RENEWAL              |  |                 |  |                |  |                  |  |              |  | 13876632-OT |  |       |  |                      |  |                    |        |                |  | 91.00     |  |                  | 91.00 
|     |  | TO BILL FOR REG FEES                  |  |                 |  |                |  |                  |  |              |  |             |  |       |  |                      |  |                    |        |                | 
|     |  | C57687                                |  | CORONA 10140    |  | UL3322         |  | 48               |  | 4            |  | 04          |  | CHEV  |  | ECUT                 |  | CAR POOL           |        |                |  |           |  |                  |        |               | 
|27   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  |                 |  | UL3322-1204-MR |  | 544.24           |  | 27.50        |  |             |  | 44.9  |  |                      |  |                    | 616.64
|     |  | C57687                                |  | CORONA 10140    |  | EB7729         |  | 72               |  | 64           |  | 99          |  | CHEV  |  | VAN                  |  | POOL DRIVER-10131  |        |                |  |           |  |                  |        |               | 
|28   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  |                 |  | EB7729-1204-MR |  | 15.00            |  | 24.00        |  |             |  |       |  |                      |  |                    | 39.00 
|     |  | C57687                                |  | CORONA 10140    |  | ED2433         |  | 97               |  | 97           |  | 97          |  | FORD  |  | VAN                  |  | POOL DRIVER-10140  |        |                |  |           |  |                  |        |               | 
|29   |  | 12-01- 12/31/04 MONTHLY LEASE CHARGES |  |                 |  | ED2433-1204-MR |  | 15.00            |  | 19.50        |  |             |  |       |  |                      |  |                    | 34.50 
|30   |  | 10/31/04 MAINTENANCE/SERVICE          |  |                 |  | 14004532-OT    |  |                  |  |              |  |             |  |       |  | 121.49               |  |                    | 121.49
|31   |  | 10/26/04 LICENSE RENEWAL              |  |                 |  | 13934332-OT    |  |                  |  |              |  |             |  |       |  | 167.00               |  |                    | 167.00
|     |  |                                       |  |                 |  |                |  | Unit Total:      |  | ED2433       |  |             |  | 15.00 |  | 19.50                |  |                    |        |                |  | 288.49    |  | $                | 322.99
|     |  |                                       |  |                 |  |                |  | Cost Code Total: |  | CORONA-10140 |  |             |  | 30.00 |  | 43.50                |  |                    |        |                |  | 288.49    |  | $                | 361.99
|     |  | C57687                                |  | CRL SPRG 10184  |  | EG2603         |  | 60               |  | 55           |  | 00          |  | CHEV  |  | VAN                  |  | POOL DRIVER        |        |                |  |           |  |                  |        |               | 
|32   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  |                 |  | EG2603-1204-MR |  | 379.39           |  | 23.50        |  |             |  | 28.20 |  |                      |  |                    | 431.09
|     |  | C57687                                |  | CUPERTINO 10189 |  | E38883         |  | 99               |  | 10           |  | 96          |  | FORD  |  | VAN                  |  | POOL VEHICLE-10189 |        |                |  |           |  |                  |        |               | 
|33   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  |                 |  | E38883-1204-MR |  | 15.00            |  | 20.00        |  |             |  |       |  |                      |  |                    | 35.00 
|     |  | C57687                                |  | DUBLIN-10176    |  | EG2555         |  | 60               |  | 57           |  | 00          |  | CHEV  |  | VAN                  |  | POOL DRIVER-10176  |        |                |  |           |  |                  |        |               | 
|34   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  |                 |  | EG2555-1204-MR |  | 558.54           |  | 23.50        |  |             |  | 48.87 |  |                      |  |                    | 630.91
|     |  | C57687                                |  | ELK GROVE-10191 |  | EM1946         |  | 48               |  | 17           |  | 03          |  | CHEV  |  | ECUT                 |  | POOL DRIVER        |        |                |  |           |  |                  |        |               | 
|35   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  |                 |  | EM1946-1204-MR |  | 509.22           |  | 27.50        |  |             |  | 39.46 |  |                      |  |                    | 576.18



|                    |  |                         
|------------------- |  | ------------------------
|C57687 / FBN0610424 |  | 478 Page 5 of 47 B241-Fn







---

|     |  |         |  | 
|---- |  | ------- |  | 
|LOGO |  | INVOICE |  | 



|                                        |  |                          |  |           
|--------------------------------------- |  | ------------------------ |  | ----------
|Customer: THE GALORE GROUP (USA) INC. & |  | Page:                    |  | 5         
|                                        |  | Consolidated Invoice No: |  | FBN0610424
|                                        |  | Invoice Date:            |  | 11/03/2004



|     |  |                                       |  |                              |  |             |  |                   |  |                  |  |        |  |          |  |                      |        |                   |          |                |       |           |          |                  |          |               |  |       | 
|---- |  | ------------------------------------- |  | ---------------------------- |  | ----------- |  | ----------------- |  | ---------------- |  | ------ |  | -------- |  | -------------------- | ------ | ----------------- | -------- | -------------- | ----- | --------- | -------- | ---------------- | -------- | ------------- |  | ----- | 
|Line |  | Cust Ref                              |  | Cost Code                    |  | UnitNumber  |  | Trm               |  | MosSvc           |  | Yr     |  | Make     |  | Model Invoice Number |        | DriverBase Lease  |          | MaintenanceFee |       | Insurance |          | Tax/OtherCharges |          | Miscellaneous |  | Total
|     |  | C57687                                |  | ENCINITAS #10154             |  | EG2558      |  | 60                |  | 54               |  | 00     |  | CHEV VAN |  | POOL DRIVER10154     |        |                   |          |                |       |           |          |                  |         
|36   |  |                                       |  | 10/31/04 MAINTENANCE/SERVICE |  | 14004732-OT |  |                   |  |                  |  |        |  |          |  | 1,284.78             |        |                   | 1,284.78
|     |  |                                       |  |                              |  |             |  |                   |  |                  |  |       
|     |  | C57687                                |  | ENCINITAS 10154              |  | EM5779      |  | 48                |  | 11               |  | 04     |  | CHEV     |  | ECUT                 |        | POOL DRIVER       |          |                |       |           |          |                  |         
|37   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EM5779-1204-MR               |  | 527.77      |  | 27.50             |  |                  |  | 40.90  |  |          |  |                      | 596.17
|38   |  |                                       |  | 10/29/04 LICENSE RENEWAL     |  | 14092932-OT |  |                   |  |                  |  |        |  |          |  | 577.00               |        |                   | 577.00  
|     |  |                                       |  |                              |  |             |  | Unit Total:       |  | EM5779           |  |        |  | 527.77   |  | 27.50                |        |                   |          | 40.90          |       | 577.00    |          | $                | 1,173.17
|     |  |                                       |  |                              |  |             |  | Cost Code Total : |  | ENCINITAS 10154  |  | 527.77 |  | 27.50    |  |                      |        | 40.90             |          | 577.00         |       | $         | 1,173.17
|     |  |                                       |  |                              |  |             |  |                   |  |                  |  |        | 
|     |  | C57687                                |  | ESCONDIDO 10126              |  | EL6903      |  | 48                |  | 22               |  | 03     |  | CHEV     |  | ECUT                 |        | POOL DRIVER       |          |                |       |           |          |                  |          |               | 
|39   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EL6903-1204-MR               |  | 503.67      |  | 27.50             |  |                  |  | 41.55  |  |          |  |                      | 572.72
|40   |  |                                       |  | 10/31/04 MAINTENANCE/SERVICE |  | 14004932-OT |  |                   |  |                  |  |        |  |          |  | 472.03               |        |                   | 472.03  
|     |  |                                       |  |                              |  |             |  | Unit Total:       |  | EL6903           |  |        |  | 503.67   |  | 27.50                |        |                   |          | 41.55          |       | 472.03    |          | $                | 1,044.75
|     |  |                                       |  |                              |  |             |  | Cost Code Total:  |  | ESCONDIDO 10126  |  | 503.67 |  | 27.50    |  |                      |        | 41.55             |          | 472.03         |       | $         | 1,044.75
|     |  |                                       |  |                              |  |             |  |                   |  |                  |  |        | 
|     |  | C57687                                |  | FAIRFAX-10162                |  | EB2918      |  | 73                |  | 71               |  | 97     |  | CHEV     |  | VAN                  |        | POOL DRIVER-10167 |          |                |       |           |          |                  |          |               | 
|41   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  |                              |  |             |  | EB2918-1204-MR    |  | 15.00            |  | 19.50  |  |          |  |                      |        |                   |          |                | 34.50
|     |  |                                       |  |                              |  |             |  |                   |  |                  |  |       
|     |  | C57687                                |  | FORT WORTH 10177             |  | EG7591      |  | 48                |  | 48               |  | 01     |  | CHEV     |  | ECUT                 |        | CAR POOL          |          |                |       |           |          |                  |         
|42   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EG7591-1204-MR               |  | 566.84      |  | 25.00             |  |                  |  |        |  |          |  |                      | 591.84
|43   |  | 10/31/04 MAINTENANCE/SERVICE          |  | 14005332-OT                  |  |             |  |                   |  |                  |  |        |  | 338.70   |  |                      | 338.70
|44   |  | 10/20/04 LICENSE RENEWAL              |  | 13853132-OT                  |  |             |  |                   |  |                  |  |        |  | 103.73   |  |                      | 103.73
|     |  |                                       |  |                              |  |             |  | Unit Total:       |  | EG7591           |  |        |  | 566.84   |  | 25.00                |        |                   |          |                |       | 442.43    |          | $                | 1,034.27
|     |  |                                       |  |                              |  |             |  | Cost Code Total:  |  | FORT WORTH 10177 |  | 566.84 |  | 25.00    |  |                      |        |                   |          | 442.43         |       | $         | 1,034.27
|     |  |                                       |  |                              |  |             |  |                   |  |                  |  |        | 
|     |  | C57687                                |  | FOUNTAINS 10148              |  | UL3154      |  | 48                |  | 4                |  | 04     |  | CHEV     |  | ECUT                 |        | CAR POOL          |          |                |       |           |          |                  |          |               | 
|45   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | UL3154-1204-MR               |  | 451.29      |  | 27.50             |  |                  |  |        |  |          |  |                      | 478.79
|     |  |                                       |  |                              |  |             |  |                   |  |                  |  |       
|     |  | C57687                                |  | FRESNO-10188                 |  | EG7444      |  | 60                |  | 50               |  | 00     |  | CHEV     |  | VAN                  |        | POOL DRIVER 10188 |          |                |       |           |          |                  |         
|46   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EG7444-1204-MR               |  | 553.42      |  | 25.00             |  |                  |  | 43.60  |  |          |  |                      | 622.02



|                    |  |                         
|------------------- |  | ------------------------
|C57687 / FBN0610424 |  | 478 Page 6 of 47 B241-Fn



---

INVOICE



|                                        |  |                          |  |           
|--------------------------------------- |  | ------------------------ |  | ----------
|Customer: THE GALORE GROUP (USA) INC. & |  | Page:                    |  | 6         
|                                        |  | Consolidated Invoice No: |  | FBN0610424
|                                        |  | Invoice Date:            |  | 11/03/2004



|     |  |                                       |  |                                                                                          |  |             |  |                   |  |                |  |       |  |          |  |                     |  |                    |   |                |  |           |   |                  |   |               |  |  |       |  | 
|---- |  | ------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ----------- |  | ----------------- |  | -------------- |  | ----- |  | -------- |  | ------------------- |  | ------------------ | - | -------------- |  | --------- | - | ---------------- | - | ------------- |  |  | ----- |  | 
|Line |  | Cust Ref                              |  | Cost Code                                                                                |  | UnitNumber  |  | Trm               |  | MosSvc         |  | Yr    |  | Make     |  | Model InvoiceNumber |  | DriverBase Lease   |   | MaintenanceFee |  | Insurance |   | Tax/OtherCharges |   | Miscellaneous |  |  | Total | 
|     |  | C57687                                |  | FRISCO 10187                                                                             |  | EB7214      |  | 72                |  | 65             |  | 99    |  | CHEV VAN |  | CAR POOL            |  |                    |   |                |  |           |   |                  |   |               | 
|47   |  | 12/01- 12/31/04 MONTHLY CHARGES       |  | EB7214-1204-MR                                                                           |  | 15.00       |  | 23.00             |  |                |  |       |  |          |  |                     |  | 38.00              |  
|48   |  |                                       |  | 10/31/04 MAINTENANCE/SERVICE                                                             |  | 14004232-OT |  |                   |  |                |  |       |  |          |  | 165.76              |  |                    |   | 165.76         | 
|     |  |                                       |  |                                                                                          |  |             |  | Unit Total:       |  | EB7214         |  |       |  | 15.00    |  | 23.00               |  |                    |   |                |  | 165.76    |   |                  | $ | 203.76        | 
|     |  |                                       |  |                                                                                          |  |             |  | Cost Code Total   |  | FRISCO 10187   |  | 15.00 |  | 23.00    |  |                     |  |                    |   | 165.76         |  |           | $ | 203.76           |  
|     |  |                                       |  |                                                                                          |  |             |  |                   |  |                |  |      
|     |  | C57687                                |  | GAITHERS-10173                                                                           |  | EB7040      |  | 72                |  | 65             |  | 99    |  | CHEV     |  | VAN                 |  | POOL DRIVER-10173  |   |                |  |           |   |                  |   |               | 
|49   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EB7040-1204-MR                                                                           |  | 15.00       |  | 19.50             |  |                |  |       |  |          |  |                     |  | 34.50              |  
|50   |  |                                       |  | 10/31/04 MAINTENANCE/SERVICE                                                             |  | 14005632-OT |  |                   |  |                |  |       |  |          |  | 22.99               |  |                    |   | 22.99          | 
|     |  |                                       |  |                                                                                          |  |             |  | Unit Total:       |  | EB7040         |  |       |  | 15.00    |  | 19.50               |  |                    |   |                |  | 22,99     |   |                  | $ | 57.49         | 
|     |  |                                       |  |                                                                                          |  |             |  | Cost Code Total : |  | GAITHERS-10173 |  | 15.00 |  | 19.50    |  |                     |  |                    |   | 22.99          |  |           | $ | 57.49            |  
|     |  |                                       |  |                                                                                          |  |             |  |                   |  |                |  |       | 
|     |  | C57687                                |  | GLENDALE 10138                                                                           |  | UL3324      |  | 48                |  | 4              |  | 04    |  | CHEV     |  | ECUT                |  | CAR POOL           |   |                |  |           |   |                  |   |               |  |  |      
|51   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | UL3324-1204-MR                                                                           |  | 544.24      |  | 27.50             |  |                |  | 44.90 |  |          |  |                     |  | 616.64             |  
|     |  |                                       |  |                                                                                          |  |             |  |                   |  |                |  |       | 
|     |  | C57687                                |  | GRAPEVINE-10149                                                                          |  | EM 1982     |  | 48                |  | 17             |  | 03    |  | CHEV     |  | ECUT                |  | POOL DRIVER        |   |                |  |           |   |                  |   |               |  |  |      
|52   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  |                                                                                          |  |             |  | EM1982-1204-MR    |  | 523.18         |  | 27.50 |  |          |  |                     |  |                    |   |                |  | 550.68    |  
|     |  |                                       |  |                                                                                          |  |             |  |                   |  |                |  |      
|     |  | C57687                                |  | HENDERSON-10134                                                                          |  | EG7185      |  | 60                |  | 52             |  | 99    |  | CHEV     |  | VAN                 |  | POOL DRIVER-10134  |   |                |  |           |   |                  |   |               | 
|53   |  |                                       |  | 10/12/04 LEASE SETTLEMENT                                                                |  |             |  | 13747732-OT       |  |                |  |       |  |          |  |                     |  | (124.06            | ) |                |  | (124.06   | )
|     |  |                                       |  | TO CREDIT FOR LEASE SETTLEMENT ON UNIT EG7185, RBV 2,875.94-SALE PRICE E 3,000 = $124.06 |  |             |  |                   |  |                |  |       |  |          |  |                     |  |                    |  
|     |  |                                       |  |                                                                                          |  |             |  |                   |  |                |  |       | 
|     |  | C57687                                |  | JKSN BEACH-10193                                                                         |  | EM5796      |  | 48                |  | 12             |  | 03    |  | CHEV     |  | ECUT                |  | POOL DRIVER        |   |                |  |           |   |                  |   |               |  |  |      
|54   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EM5796-1204-MR                                                                           |  | 522.25      |  | 27.50             |  |                |  | 38.49 |  |          |  |                     |  | 588.24             |  
|     |  |                                       |  |                                                                                          |  |             |  |                   |  |                |  |      
|     |  | C57687                                |  | KEARNYMESA-10125                                                                         |  | EG2786      |  | 60                |  | 56             |  | 99    |  | CHEV     |  | VAN                 |  | POOL DRIVER -10125 |   |                |  |           |   |                  |   |               | 
|55   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EG786-1204-MR                                                                            |  | 368.75      |  | 25.00             |  |                |  | 28.58 |  |          |  |                     |  | 422.33             |  



|                    |  |                         
|------------------- |  | ------------------------
|C57687 / FBN0610424 |  | 478 Page 7 of 47 B241-Fn



---

|     |  |         |  | 
|---- |  | ------- |  | 
|LOGO |  | INVOICE |  | 



|                                        |  |                          |  |           
|--------------------------------------- |  | ------------------------ |  | ----------
|Customer: THE GALORE GROUP (USA) INC. & |  | Page:                    |  | 7         
|                                        |  | Consolidated Invoice No: |  | FBN0610424
|                                        |  | Invoice Date:            |  | 11/03/2004



|     |  |                                       |  |                                                   |  |             |  |                                 |  |        |  |        |  |       |  |                      |        |                    |        |                |          |           |          |                  |  |               |  |       | 
|---- |  | ------------------------------------- |  | ------------------------------------------------- |  | ----------- |  | ------------------------------- |  | ------ |  | ------ |  | ----- |  | -------------------- | ------ | ------------------ | ------ | -------------- | -------- | --------- | -------- | ---------------- |  | ------------- |  | ----- | 
|Line |  | Cust Ref                              |  | Cost Code                                         |  | UnitNumber  |  | Trm                             |  | MosSvc |  | Yr     |  | Make  |  | Model Invoice Number |        | Driver BaseLease   |        | MaintenanceFee |          | Insurance |          | Tax/OtherCharges |  | Miscellaneous |  | Total
|     |  | C57687                                |  | L.V.11-10186                                      |  | EG7653      |  | 48                              |  | 47     |  | 00     |  | CHEV  |  | VAN                  |        | POOL DRIVER-10186  |        |                |          |           |          |                  |  |               | 
|56   |  |                                       |  | 10/25/04 LEASE SETTLEMENT                         |  |             |  | 13854832-OT                     |  |        |  |        |  |       |  | 957.78               |        |                    | 957.78
|     |  |                                       |  | TO BILL TO LEASE SETTLEMENT ON UNIT EG7653, RBV   |  |             |  |                                 |  |        |  |        |  |       | 
|     |  |                                       |  | 4,640.96-SALE PRICE $3,750 + TAX $66.82 = $957.78 |  |             |  |                                 |  |        |  |        |  |       | 
|     |  |                                       |  |                                                   |  |             |  |                                 |  |        |  |        | 
|     |  | C57687                                |  | LA MESA-10182                                     |  | ED7505      |  | 84                              |  | 84     |  | 98     |  | FORD  |  | ECON                 |        | POOL VEHICLE-10182 |        |                |          |           |          |                  |  |               | 
|57   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | ED7505-1204-MR                                    |  | 15.00       |  | 21.00                           |  |        |  |        |  |       |  |                      | 36.00 
|58   |  |                                       |  | 10/31 /04 MAINTENANCE/SERVICE                     |  | 14004832-OT |  |                                 |  |        |  |        |  |       |  | 634.12               |        |                    | 634.12
|59   |  |                                       |  | 10/29/04 LICENSE RENEWAL                          |  | 14081532-OT |  |                                 |  |        |  |        |  |       |  | 169.00               |        |                    | 169.00
|     |  |                                       |  |                                                   |  |             |  | Unit Total: ED7505              |  |        |  | 15.00  |  | 21.00 |  |                      |        |                    |        | 803.12         |          | $         | 839.12  
|     |  |                                       |  |                                                   |  |             |  | Cost Code Total: LA MESA-10182  |  | 15.00  |  | 21.00  |  |       |  |                      |        | 803.12             |        | $              | 839.12  
|     |  |                                       |  |                                                   |  |             |  |                                 |  |        |  |        | 
|     |  | C57687                                |  | LAS VEGAS-10132                                   |  | EG2195      |  | 72                              |  | 61     |  | 99     |  | CHEV  |  | VAN                  |        | POOL DRIVER-10132  |        |                |          |           |          |                  |  |               | 
|60   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EG2195-1204-MR                                    |  | 546.37      |  | 23.50                           |  |        |  | 40.98  |  |       |  |                      | 610.85
|61   |  |                                       |  | 10/31/04 MAINTENANCE/SERVICE                      |  | 14005432-OT |  |                                 |  |        |  |        |  |       |  | 836.33               |        |                    | 836.33
|     |  |                                       |  |                                                   |  |             |  | Unit Total: EG2195              |  |        |  | 546.37 |  | 23.50 |  |                      |        | 40.98              |        | 836.33         |          | $         | 1,447.18
|     |  |                                       |  |                                                   |  |             |  | Cost Code Total: LASVEGAS-10132 |  | 546.37 |  | 23.50  |  |       |  | 40.98                |        | 836.33             |        | $              | 1.447.18
|     |  |                                       |  |                                                   |  |             |  |                                 |  |        |  |        | 
|     |  | C57687                                |  | LEWISVILLE-10157                                  |  | ED7520      |  | 84                              |  | 84     |  | 97     |  | FORD  |  | VAN                  |        | POOL VEHICLE-10157 |        |                |          |           |          |                  |  |               | 
|62   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | ED7520-1204-MR                                    |  | 15.00       |  | 19.50                           |  |        |  |        |  |       |  |                      | 34.50 
|     |  |                                       |  |                                                   |  |             |  |                                 |  |        |  |        | 
|     |  | C57687                                |  | MANDARIN-10155                                    |  | EB7042      |  | 72                              |  | 67     |  | 99     |  | CHEV  |  | VAN                  |        | MARTIN PALOS-10155 |        |                |          |           |          |                  |  |               | 
|63   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EB7042-1204-MR                                    |  | 15.00       |  | 18.50                           |  |        |  |        |  |       |  |                      | 33.50 
|     |  |                                       |  |                                                   |  |             |  |                                 |  |        |  |        | 
|     |  | C57687                                |  | NO.PHOENIX-10178                                  |  | EM5178      |  | 48                              |  | 16     |  | 03     |  | CHEV  |  | ECUT                 |        | POOL DRIVER        |        |                |          |           |          |                  |  |               | 
|64   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EM5178-1204-MR                                    |  | 521.38      |  | 27.50                           |  |        |  | 44.46  |  |       |  |                      | 593.34
|     |  |                                       |  |                                                   |  |             |  |                                 |  |        |  |        | 
|     |  | C57687                                |  | PALO ALTO 10144                                   |  | UL3132      |  | 48                              |  | 5      |  | 04     |  | CHEV  |  | ECUT                 |        | CAR POOL           |        |                |          |           |          |                  |  |               | 
|65   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | UL3132-1204-MR                                    |  | 420.50      |  | 27.50                           |  |        |  | 34.69  |  |       |  |                      | 482.69
|66   |  |                                       |  | 10/31/04 MAINTENANCE/SERVICE                      |  | 14005032-OT |  |                                 |  |        |  |        |  |       |  | 31.32                |        |                    | 31.32 
|     |  |                                       |  |                                                   |  |             |  | Unit Total: UL3132              |  |        |  | 420.50 |  | 27.50 |  |                      |        | 34.69              |        | 31.32          |          | $         | 514.01  



|                    |  |                         
|------------------- |  | ------------------------
|C57687 / FBN0610424 |  | 478 Page 8 of 47 B241-Fn



---

INVOICE



|                                        |  |                          |  |           
|--------------------------------------- |  | ------------------------ |  | ----------
|Customer: THE GALORE GROUP (USA) INC. & |  |                          |  |           
|                                        |  | Page:                    |  | 8         
|                                        |  | Consolidated Invoice No: |  | FBN0610424
|                                        |  | Invoice Date:            |  | 11/03/2004



|     |  |                                        |  |                  |  |            |  |                                      |  |        |  |        |  |       |  |                     |        |                   |  |                 |        |           |        |                   |  |               |  |       | 
|---- |  | -------------------------------------- |  | ---------------- |  | ---------- |  | ------------------------------------ |  | ------ |  | ------ |  | ----- |  | ------------------- | ------ | ----------------- |  | --------------- | ------ | --------- | ------ | ----------------- |  | ------------- |  | ----- | 
|Line |  | Cust Ref                               |  | Cost Code        |  | UnitNumber |  | Trm                                  |  | MosSvc |  | Yr     |  | Make  |  | Model InvoiceNumber |        | Driver Base Lease |  | Maintenance Fee |        | Insurance |        | Tax/Other Charges |  | Miscellaneous |  | Total
|     |  |                                        |  |                  |  |            |  | Cost code Total:     PALO ALTO 10144 |  | 420.50 |  | 27.50  |  |       |  | 34.69               |        | 31.32             |  | $               | 514.01
|     |  |                                        |  |                  |  |            |  |                                      |  |        |  |        |  |      
|     |  | C57687                                 |  | PASADENA 10151   |  | UL3135     |  | 48                                   |  | 5      |  | 04     |  | CHEV  |  | ECUT                |        | CAR POOL          |  |                 |        |           |        |                   |  |               |  |       | 
|67   |  | 12/01- 12/31/04 MONTHLY LEASE CH ARGES |  | UL3135-1204-MR   |  | 378.67     |  | 27.50                                |  |        |  | 31.24  |  |       |  |                     | 437.41
|     |  |                                        |  |                  |  |            |  |                                      |  |        |  |        |  |      
|     |  | C57687                                 |  | PHOENIX-10130    |  | EM9821     |  | 48                                   |  | 7      |  | 04     |  | CHEV  |  | ECUT                |        | POOL DRIVER       |  |                 |        |           |        |                   |  |               |  |       | 
|68   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES  |  | EM9821-1204-MR   |  | 534.05     |  | 27.50                                |  |        |  | 43.26  |  |       |  |                     | 604.81
|     |  |                                        |  |                  |  |            |  |                                      |  |        |  |        |  |      
|     |  | C57687                                 |  | PLANO 10142      |  | UL3369     |  | 48                                   |  | 4      |  | 04     |  | CHEV  |  | ECUT                |        | CAR POOL          |  |                 |        |           |        |                   |  |               |  |       | 
|69   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES  |  | UL3369-1204-MR   |  | 529.10     |  | 27.50                                |  |        |  |        |  |       |  |                     | 556.60
|     |  |                                        |  |                  |  |            |  |                                      |  |        |  |        |  |      
|     |  | C57687                                 |  | PLANTATION 10185 |  | UL3370     |  | 48                                   |  | 4      |  | 04     |  | CHEV  |  | ECUT                |        | POOL CAR          |  |                 |        |           |        |                   |  |               |  |       | 
|70   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES  |  | UL3370-1204-MR   |  | 525.89     |  | 27.50                                |  |        |  | 33.20  |  |       |  |                     | 586.59
|     |  |                                        |  |                  |  |            |  |                                      |  |        |  |        | 
|     |  | C57687                                 |  | PRUNEYARD-10170  |  | EB2998     |  | 72                                   |  | 70     |  | 99     |  | ISUZ  |  | NPR                 |        | POOL DRIVER-10170 |  |                 |        |           |        |                   |  |               | 
|71   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES  |  | EB2998-1204-MR   |  | 15.00      |  | 23.00                                |  |        |  |        |  |       |  |                     | 38.00 
|     |  |                                        |  |                  |  |            |  |                                      |  |        |  |        | 
|     |  | C57687                                 |  | PRUNEYARD-10170  |  | EG7652     |  | 48                                   |  | 47     |  | 00     |  | CHEV  |  | VAN                 |        | POOL DRIVER-10170 |  |                 |        |           |        |                   |  |               | 
|72   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES  |  | EG7652-1204-MR   |  | 553.42     |  | 25.00                                |  |        |  | 45.65  |  |       |  |                     | 624.07
|73   |  | 10/29/04 LICENSE RENEWAL               |  |                  |  |            |  | 14083132-OT                          |  |        |  |        |  |       |  |                     |        | 304.00            |  |                 | 304.00
|     |  |                                        |  |                  |  |            |  | Unit Total:                          |  | EG7652 |  | 553.42 |  | 25.00 |  |                     |        | 45.65             |  | 304.00          |        | $         | 928.07
|     |  |                                        |  |                  |  |            |  | Cost Code Total:     PRUNEYARD-10170 |  | 568.42 |  | 48.00  |  |       |  | 45.65               |        | 304.00            |  | $               | 966.07
|     |  |                                        |  |                  |  |            |  |                                      |  |        |  |        | 
|     |  | C57687                                 |  | ROSEVILLE 10159  |  | EB2519     |  | 96                                   |  | 76     |  | 97     |  | ISUZ  |  | TRK                 |        | POOL DRIVER 10159 |  |                 |        |           |        |                   |  |               | 
|74   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES  |  |                  |  |            |  | EB2519-1204-MR                       |  | 15.00  |  | 25.00  |  |       |  |                     |        |                   |  |                 | 40.00 
|     |  |                                        |  |                  |  |            |  |                                      |  |        |  |        |  |      
|     |  | C57687                                 |  | ROSEVILLE 10159  |  | UL3323     |  | 48                                   |  | 4      |  | 04     |  | CHEV  |  | ECUT                |        | CAR POOL          |  |                 |        |           |        |                   |  |               |  |       | 
|75   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES  |  |                  |  |            |  | UL3323-1204-MR                       |  | 544.24 |  | 27.50  |  |       |  | 39.46               |        |                   |  |                 | 611.20
|     |  |                                        |  |                  |  |            |  |                                      |  |       
|     |  |                                        |  |                  |  |            |  | Cost Code Total:     ROSEVILLE 10159 |  | 559.24 |  | 52.50  |  |       |  | 39.46               |        |                   |  | $               | 651.20



|                    |  |                         
|------------------- |  | ------------------------
|C57687 / FBN0610424 |  | 478 Page 9 of 47 B241-Fn



---

|                                        |  |         |  |                          |  |           
|--------------------------------------- |  | ------- |  | ------------------------ |  | ----------
|LOGO                                    |  | INVOICE |  |                          |  |           
|                                        |  |         |  |                          | 
|Customer: THE GALORE GROUP (USA) INC. & |  |         |  | Page:                    |  | 9         
|                                        |  |         |  | Consolidated Invoice No: |  | FBN0610424
|                                        |  |         |  | Invoice Date:            |  | 11/03/2004



|     |  |                                       |  |                   |  |                |  |                                       |  |        |  |        |  |        |  |                      |        |                    |        |                |        |           |        |                   |  |               |  |       | 
|---- |  | ------------------------------------- |  | ----------------- |  | -------------- |  | ------------------------------------- |  | ------ |  | ------ |  | ------ |  | -------------------- | ------ | ------------------ | ------ | -------------- | ------ | --------- | ------ | ----------------- |  | ------------- |  | ----- | 
|Line |  | Cust Ref                              |  | Cost Code         |  | UnitNumber     |  | Trm                                   |  | MosSvc |  | Yr     |  | Make   |  | Model Invoice Number |        | Driver Base Lease  |        | MaintenanceFee |        | Insurance |        | Tax/Other Charges |  | Miscellaneous |  | Total
|     |  | C57687                                |  | S ANTONIO 110152  |  | EM5189         |  | 48                                    |  | 15     |  | 03     |  | CHEV   |  | ECUT                 |        | POOL DRIVER        |        |                |        |           |        |                   |  |               |  |       | 
|76   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EM5189-1204-MR    |  | 534.58         |  | 27.50                                 |  |        |  |        |  |        |  |                      | 562.08
|     |  |                                       |  |                   |  |                |  |                                       |  |        |  |        |  |       
|     |  | C57687                                |  | SAN ANTN 2-10169  |  | UL3208         |  | 48                                    |  | 4      |  | 04     |  | CHEV   |  | ECUT                 |        | POOL DRIVER        |        |                |        |           |        |                   |  |               |  |       | 
|77   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  |                   |  | UL3208-1204-MR |  | 496.81                                |  | 27.50  |  |        |  |        |  |                      |        |                    | 524.31
|     |  |                                       |  |                   |  |                |  |                                       |  |        |  |        | 
|     |  | C57687                                |  | SAN RAFAEL 10158  |  | EG7561         |  | 60                                    |  | 49     |  | 00     |  | CHEV   |  | VAN                  |        | POOL DRIVER-10158  |        |                |        |           |        |                   |  |               | 
|78   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EG7561-1204-MR    |  | 553.42         |  | 25.00                                 |  |        |  | 45.65  |  |        |  |                      | 624.07
|79   |  | 10/31/04 MAINTENANCE/SERVICE          |  | 14005232-OT       |  |                |  |                                       |  |        |  |        |  | 49.26  |  |                      | 49.26 
|80   |  | 10/29/04 LICENSE RENEWAL              |  | 14100332-OT       |  |                |  |                                       |  |        |  |        |  | 304.00 |  |                      | 304.00
|     |  |                                       |  |                   |  |                |  | Unit Total:                           |  | EG7561 |  | 553.42 |  | 25.00  |  |                      |        | 45.65              |        | 353.26         |        | $         | 977.33
|     |  |                                       |  |                   |  |                |  | Cost Code Total:     SAN RAFAEL 10158 |  | 553.42 |  | 25.00  |  |        |  | 45.65                |        | 353.26             |        | $              | 977.33
|     |  |                                       |  |                   |  |                |  |                                       |  |        |  |        | 
|     |  | C57687                                |  | SANTA ROSA-10180  |  | EG2557         |  | 60                                    |  | 56     |  | 00     |  | CHEV   |  | VAN                  |        | POOL DRIVER-10180  |        |                |        |           |        |                   |  |               | 
|81   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EG2557-1204-MR    |  | 381.20         |  | 23.50                                 |  |        |  | 28.59  |  |        |  |                      | 433.29
|82   |  | 10/31/04 MAINTENANCE/SERVICE          |  | 14004332-OT       |  |                |  |                                       |  |        |  |        |  | 17.98  |  |                      | 17.98 
|     |  |                                       |  |                   |  |                |  | Unit Total:                           |  | EG2557 |  | 381.20 |  | 23.50  |  |                      |        | 28.59              |        | 17.98          |        | $         | 451.27
|     |  |                                       |  |                   |  |                |  | Cost Code Total:     SANTA ROSA-10180 |  | 381.20 |  | 23.50  |  |        |  | 28.59                |        | 17.98              |        | $              | 451.27
|     |  |                                       |  |                   |  |                |  |                                       |  |        |  |        |  |       
|     |  | C57687                                |  | SCOTTSDALE-10137  |  | UL3134         |  | 48                                    |  | 6      |  | 04     |  | CHEV   |  | ECUT                 |        | CAR POOL           |        |                |        |           |        |                   |  |               |  |       | 
|83   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | UL3134-1204-MR    |  | 536.12         |  | 27.50                                 |  |        |  | 44.81  |  |        |  |                      | 608.43
|     |  |                                       |  |                   |  |                |  |                                       |  |        |  |        | 
|     |  | C57687                                |  | SF SPRINGS-10121  |  | ED2555         |  | 96                                    |  | 95     |  | 97     |  | FORD   |  | VAN                  |        | POOL VEHICLE-10126 |        |                |        |           |        |                   |  |               | 
|84   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | ED2555-1204-MR    |  | 15.00          |  | 28.50                                 |  |        |  |        |  |        |  |                      | 43.50 
|     |  |                                       |  |                   |  |                |  |                                       |  |        |  |        |  |       
|     |  | C57687                                |  | SPRINGFIELD 10167 |  | EM1824         |  | 48                                    |  | 15     |  | 03     |  | CHEV   |  | ECUT                 |        | POOL DRIVER        |        |                |        |           |        |                   |  |               |  |       | 
|85   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EM1824-1204-MR    |  | 511.39         |  | 27.50                                 |  |        |  |        |  |        |  |                      | 538.89
|     |  |                                       |  |                   |  |                |  |                                       |  |        |  |        | 
|     |  | C57687                                |  | STERLING - 10161  |  | EG2602         |  | 60                                    |  | 55     |  | 00     |  | CHEV   |  | VAN                  |        | POOL DRIVER-10161  |        |                |        |           |        |                   |  |               | 
|86   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EG 2602-1204-MR   |  | 379.40         |  | 23.50                                 |  |        |  |        |  |        |  |                      | 402.90



|                    |  |                          
|------------------- |  | -------------------------
|C57687 / FBN0610424 |  | 478 Page 10 of 47 B241-Fn



---

INVOICE



|                                        |  |                          |  |           
|--------------------------------------- |  | ------------------------ |  | ----------
|Customer: THE GALORE GROUP (USA) INC. & |  | Page:                    |  | 10        
|                                        |  | Consolidated Invoice No: |  | FBN0610424
|                                        |  | Invoice Date:            |  | 11/03/2004



|     |  |                                        |  |                              |  |             |  |                                      |  |        |  |        |  |       |  |                     |        |                   |        |                |        |           |        |                  |  |               |  |       | 
|---- |  | -------------------------------------- |  | ---------------------------- |  | ----------- |  | ------------------------------------ |  | ------ |  | ------ |  | ----- |  | ------------------- | ------ | ----------------- | ------ | -------------- | ------ | --------- | ------ | ---------------- |  | ------------- |  | ----- | 
|Line |  | Cust Ref                               |  | Cost Code                    |  | UnitNumber  |  | Trm                                  |  | MosSvc |  | Yr     |  | Make  |  | Model InvoiceNumber |        | DriverBase Lease  |        | MaintenanceFee |        | Insurance |        | Tax/OtherCharges |  | Miscellaneous |  | Total
|     |  | C57687                                 |  | STUDIO CTY-10181             |  | EG2785      |  | 60                                   |  | 56     |  | 99     |  | CHEV  |  | VAN                 |        | POOL DRIVER-10181 |        |                |        |           |       
|87   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES  |  | EG2785-1204-MR               |  | 368.75      |  | 25.00                                |  |        |  | 30.42  |  |       |  |                     | 424.17
|88   |  |                                        |  | 10/31/04 MAINTENANCE/SERVICE |  | 14005732-OT |  |                                      |  |        |  |        |  |       |  | 102.98              |        |                   | 102.98
|     |  |                                        |  |                              |  |             |  | Unit Total:    EG2785                |  |        |  | 368.75 |  | 25.00 |  |                     |        | 30.42             |        | 102.98         |        | $         | 527.15
|     |  |                                        |  |                              |  |             |  | Cost Code Total:    STUDIO CTY-10181 |  | 368.75 |  | 25.00  |  |       |  | 30.42               |        | 102.98            |        | $              | 527.15
|     |  |                                        |  |                              |  |             |  |                                      |  |        |  |       
|     |  | C57687                                 |  | TARZANA-10123                |  | EM5283      |  | 48                                   |  | 14     |  | 03     |  | CHEV  |  | ECUT                |        | POOL DRIVER       |        |                |        |           |        |                  | 
|89   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES  |  | EM5283-1204-MR               |  | 469.11      |  | 27.50                                |  |        |  | 38.70  |  |       |  |                     | 535.31
|     |  |                                        |  |                              |  |             |  |                                      |  |        |  |        | 
|     |  | C57687                                 |  | TORRANCE-10122               |  | EM5193      |  | 48                                   |  | 15     |  | 03     |  | CHEV  |  | ECUT                |        | POOL DRIVER       |        |                |        |           |        |                  |  |               | 
|90   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES  |  | EM5193-1204-MR               |  | 512.47      |  | 27.50                                |  |        |  | 42.28  |  |       |  |                     | 582.25
|     |  |                                        |  |                              |  |             |  |                                      |  |        |  |       
|     |  | C57687                                 |  | UNIV PARK-10143              |  | EB7369      |  | 72                                   |  | 66     |  | 99     |  | CHEV  |  | VAN                 |        | POOL DRIVER-10143 |        |                |        |           |        |                  | 
|91   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES  |  | EB7369-1204-MR               |  | 15.00       |  | 21.00                                |  |        |  |        |  |       |  |                     | 36.00 
|92   |  |                                        |  | 10/31/04 MAlNTENANCE/SERVICE |  | 14005532-OT |  |                                      |  |        |  |        |  |       |  | 707.77              |        |                   | 707.77
|     |  |                                        |  |                              |  |             |  | Unit Total:    EB7359                |  |        |  | 15.00  |  | 21.00 |  |                     |        |                   |        | 707.77         |        | $         | 743.77
|     |  |                                        |  |                              |  |             |  | Cost Code Total:     UNIV PARK-10143 |  | 15.00  |  | 21.00  |  |       |  |                     |        | 707.77            |        | $              | 743.77
|     |  |                                        |  |                              |  |             |  |                                      |  |        |  |       
|     |  | C57687                                 |  | UPLAND-10128                 |  | EM5699      |  | 48                                   |  | 13     |  | 03     |  | CHEV  |  | ECUT                |        | POOL DRIVER       |        |                |        |           |        |                  | 
|93   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES  |  | EM5699-1204-MR               |  | 513.33      |  | 27.50                                |  |        |  | 39.78  |  |       |  |                     | 580.61
|     |  |                                        |  |                              |  |             |  |                                      |  |        | 
|     |  | C57687                                 |  | VALENCIA-10153               |  | EG2556      |  | 60                                   |  | 54     |  | 00     |  | CHEV  |  | VAN                 |        | POOL DRIVER-10153 |        |                |        |           |       
|94   |  | 12/01- 12/3 1/04 MONTHLY LEASE CHARGES |  | EG2556-1204-MR               |  | 344.44      |  | 23.50                                |  |        |  | 28.42  |  |       |  |                     | 396.36
|     |  |                                        |  |                              |  |             |  |                                      |  |        |  |       
|     |  | C57687                                 |  | W.L A -10131                 |  | EB2688      |  | 84                                   |  | 75     |  | 98     |  | FORD  |  | ECON                |        | POOL DRIVER-10131 |        |                |        |           |        |                  | 
|95   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES  |  | EB2688-1204-MR               |  | 15.00       |  | 23.00                                |  |        |  |        |  |       |  |                     | 38.00 
|96   |  |                                        |  | 10/31/04 MAINTENANCE/SERVICE |  | 14004432-OT |  |                                      |  |        |  |        |  |       |  | 92.99               |        |                   | 92.99 
|     |  |                                        |  |                              |  |             |  | Unit Total:    EB2688                |  |        |  | 15.00  |  | 23.00 |  |                     |        |                   |        | 92.99          |        | $         | 130.99
|     |  |                                        |  |                              |  |             |  | Cost Code Total:    W.L A-10131      |  | 15.00  |  | 23.00  |  |       |  |                     |        | 92.99             |        | $              | 130.99



|                    |  |                          
|------------------- |  | -------------------------
|C57687 / FBN0610424 |  | 478 Page 11 of 47 B241-Fn



---

|     |  |         |  | 
|---- |  | ------- |  | 
|LOGO |  | INVOICE |  | 



|                                        |  |                          |  |           
|--------------------------------------- |  | ------------------------ |  | ----------
|Customer: THE GALORE GROUP (USA) INC. & |  | Page:                    |  | 11        
|                                        |  | Consolidated Invoice No: |  | FBN0610424
|                                        |  | Invoice Date:            |  | 11/03/2004



|     |  |                                       |  |                                              |  |             |  |                                      |  |           |  |          |  |           |  |                      |           |                   |          |                |           |           |  |                  |  |               |  |       | 
|---- |  | ------------------------------------- |  | -------------------------------------------- |  | ----------- |  | ------------------------------------ |  | --------- |  | -------- |  | --------- |  | -------------------- | --------- | ----------------- | -------- | -------------- | --------- | --------- |  | ---------------- |  | ------------- |  | ----- | 
|Line |  | Cust Ref                              |  | Cost Code                                    |  | UnitNumber  |  | Trm                                  |  | MosSvc    |  | Yr       |  | Make      |  | Model Invoice Number |           | DriverBase Lease  |          | MaintenanceFee |           | Insurance |  | Tax/OtherCharges |  | Miscellaneous |  | Total
|     |  | C57687                                |  | W.LA-10131                                   |  | EL6030      |  | 48                                   |  | 27        |  | 01       |  | CHEV      |  | ECUT                 |           | POOL DRIVER-10131 |          |                |           |           |  |                  | 
|97   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EL6030-1204-MR                               |  | 514.07      |  | 27.50                                |  |           |  | 42.41    |  |           |  |                      | 583.98   
|     |  |                                       |  |                                              |  |             |  |                                      |  |           |  |         
|     |  | C57687                                |  | WALNUT CRK-10141                             |  | EG2559      |  | 60                                   |  | 56        |  | 00       |  | CHEV      |  | VAN                  |           | 100L DRIVER-10141 |          |                |           |           |  |                  | 
|98   |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EG2559-1204-MR                               |  | 362.82      |  | 23.50                                |  |           |  | 29.93    |  |           |  |                      | 416.25   
|99   |  |                                       |  | 10/31/04 MAINTENANCE/SERVICE                 |  | 14004632-OT |  |                                      |  |           |  |          |  |           |  | 2,386.34             |           |                   | 2,386.34
|     |  |                                       |  |                                              |  |             |  | Unit Total:    EG2559                |  | 362.82    |  | 23.50    |  |           |  | 29.93                |           | 2,386.34          |          | $              | 2,802.59 
|     |  |                                       |  |                                              |  |             |  | Cost code Total:    WALNUT CRK-10141 |  | 362.82    |  | 23.50    |  |           |  | 29.93                |           | 2,386.34          |          | $              | 2,802.59 
|     |  |                                       |  |                                              |  |             |  |                                      |  |           | 
|     |  | C57687                                |  | WELLINGTON-10194                             |  | EM9717      |  | 48                                   |  | 7         |  | 04       |  | CHEV      |  | ECUT                 |           | POOL DRIVER       |          |                |           |           | 
|100  |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EM9717-1204-MR                               |  | 508.81      |  | 27.50                                |  |           |  | 32.18    |  |           |  |                      | 568.49   
|     |  |                                       |  |                                              |  |             |  |                                      |  |          
|     |  | C57687                                |  | WESTHEIMER-10147                             |  | UL3047      |  | 48                                   |  | 6         |  | 04       |  | CHEV      |  | ECUT                 |           | CAR POOL          |          |                |          
|101  |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | UL3047-1204-MR                               |  | 519.65      |  | 27.50                                |  |           |  |          |  |           |  |                      | 547.15   
|     |  |                                       |  |                                              |  |             |  |                                      |  |           |  |         
|     |  | C57687                                |  | WHITEMARSH-10163                             |  | EB7041      |  | 72                                   |  | 69        |  | 99       |  | CHEV      |  | VAN                  |           | POOL DRIVER-10163 |          |                |           |           |  |                  | 
|102  |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | EB7041-1204-MR                               |  | 15.00       |  | 20.50                                |  |           |  |          |  |           |  |                      | 35.50    
|     |  |                                       |  |                                              |  |             |  |                                      |  |           |  |         
|     |  | C57687                                |  | WLV 10195                                    |  | UL3136      |  | 48                                   |  | 5         |  | 04       |  | CHEV      |  | ECUT                 |           | CAR POOL          |          |                |           |           |  |                  | 
|103  |  | 12/01- 12/31/04 MONTHLY LEASE CHARGES |  | UL3136-1204-MR                               |  | 525.08      |  | 27.50                                |  |           |  | 40.69    |  |           |  |                      | 593.27   
|     |  |                                       |  |                                              |  |             |  | Total for Customer:    C57687        |  | 26,049.87 |  | 1,789.03 |  |           |  | 1,518.36             |           | 14,003.45         |          | $              | 43,360.71
|     |  |                                       |  | TOTAL INVOICE AMOUNT FOR CUSTOMER:    C57687 |  | 26,049.87   |  | 1,789.03                             |  |           |  | 1,518.36 |  | 14,003.45 |  | $                    | 43,360.71



|                    |  |                          
|------------------- |  | -------------------------
|C57687 / FBN0610424 |  | 478 Page 12 of 47 B241-Fn



---

|                        |  |                      |  |                
|----------------------- |  | -------------------- |  | ---------------
|                        |  | Mercedes-Benz Credit |  | Motor Vehicle  
|                        |  | PO Box 9001921       |  | Lease Agreement
|                        |  | Louisville, KY 40290 |  | CALIFORNIA     
|The First Class LeaseTM |  |                      |  |                
|STOCK NO. 103809        |  |                     



|                |  |                                                                             
|--------------- |  | ----------------------------------------------------------------------------
|Parties         |  |                                                                             
|Lease Date      |  | 07/30/04 No. of Months in Lease
            45                              
|                |  | (Lease Term)                                                                
|                | 
|Lessor (Dealer) |  | MERCEDES-BENZ OF SAN DIEGO                                                  
|                | 
|Address         |  | 4750 KEARNY MESA RD.                                                        
|                |  | SAN DIEGO CA 92111-2325                                                     
|                | 
|Lessee          |  | BARBEQUES GALORE INC                                                        
|                | 
|Billing         |  | 10 ORCHARD RD #200                                                          
|Address         |  | LAKE FOREST, CA ORANGE 92630                                                
|                |  | (Include County)                                                            
|                | 
|                |  | Address of principal garage location, if different from above (no P.O. Box):
|                |  |                                                                             
|                |  |                                                                             
|                |  | (Include County)                                                            



Vehicle Information



x  New ̈used    vin
[ILLEGIBLE]EL5A527376    License No.

2005    MERCEDE    ML350                            
                        63

Year     Make            
Model            Body Style             Odometer reading



Optional Factory Equipment



 ̈CD
Player    S/N ̈Telephone    S/N

 ̈Other (please specify)



Primary Intended Use



|               |  |                                        |  |                        |  |                                               
|-------------- |  | -------------------------------------- |  | ---------------------- |  | ----------------------------------------------
|               |  | Personal, Family,or Household Purposes |  | [GRAPHIC APPEARS HERE] |  | Business, Commercial, or Agricultural
Purposes
|Please initial |  |                                        |  | Please initial         |  |                                               



Unless otherwise specified,
I, me and my refer to the Lessee, and you and your refer to the Lessor, Lessors assignee, or Lessors servicing agent. The disclosures in this Lease are made on behalf of the
Lessor and its assignee(s). I agree to lease the vehicle described above on the terms and conditions in this Lease.



Consumer Leasing Act Disclosures



|1. | Amount Due at Lease Signing or Delivery
|-- | ---------------------------------------



(Itemized below)*

$1766.70



|2. | Monthly Payments
|-- | ----------------



a. My First Total Monthly Payment of $539.60 is due on 07/30/04, followed by 44 payments of $ 539.60 due on the 1ST of each month. b. The total of my
Total Monthly Payments is $24282.00.

(This is a Single Payment Lease If this amount equals the amount on line 5a.)



|3. | Other Charges
|-- | -------------



(not part of my Total Monthly Payments)



|                                                      |  |   |       
|----------------------------------------------------- |  | - | ------
|a. Disposition Fee (if I do not purchase the vehicle) |  | $ | 350.00
|                                                      | 
|b. N/A                                                |  | $ | N/A   
|                                                      | 
|c. Total                                              |  | $ | 350.00



|4. | Total of Payments
|-- | -----------------



(The amount I will have paid by the end of the Lease)

(1 + 2b + 3c - 5a - 5f)

$25859.10

---

|* | Itemization of Amount Due at Lease Signing or Delivery
|- | ------------------------------------------------------



|5. | Amount Due at Lease Signing or Delivery:
|-- | ----------------------------------------



|                                                                                                                                                                                                              |  |     |         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- | --------
|a. First Total Monthly Payment (or Single Payment)(includes sales/use taxes)                                                                                                                                  |  | $   | 539.60  
|                                                                                                                                                                                                              | 
|b. Capitalized Cost ReductionCash                                                                                                                                                                             |  | +$  | N/A     
|                                                                                                                                                                                                              | 
|Net Trade-in Allowance                                                                                                                                                                                        |  | +$  | N/A     
|                                                                                                                                                                                                              | 
|N/A                                                                                                                                                                                                           |  | +$  | N/A     
|                                                                                                                                                                                                              | 
|c. Pro Rata Base Monthly Payment (N/A days)                                                                                                                                                                   |  | +$  | N/A     
|                                                                                                                                                                                                              | 
|d. Acquisition Fee (if not capitalized)                                                                                                                                                                       |  | +$  | 795.00  
|                                                                                                                                                                                                              | 
|e. Sales/use taxes on: b, c, d, h, i and j, as applicable                                                                                                                                                     |  | +$  | 65.10   
|                                                                                                                                                                                                              | 
|f. Security Deposit (refundable)                                                                                                                                                                              |  | +$  | N/A     
|                                                                                                                                                                                                              | 
|g. First years title, license and registration fees                                                                                                                                                          |  | +$  | 317.00  
|                                                                                                                                                                                                              | 
|h. California Tire Fees                                                                                                                                                                                       |  | +$  | 5.00    
|                                                                                                                                                                                                              | 
|i. DOCUMENTATION FEE                                                                                                                                                                                          |  | +$  | 45.00   
|                                                                                                                                                                                                              | 
|j. N/A                                                                                                                                                                                                        |  | +$  | N/A     
|                                                                                                                                                                                                              | 
|k. N/A                                                                                                                                                                                                        |  | $   | N/A     
|                                                                                                                                                                                                              | 
|6. How the Amount Due at Lease Signing or Delivery will be paid:                                                                                                                                              |  |     |         
|                                                                                                                                                                                                              | 
|a. Net Trade-in Allowance                                                                                                                                                                                     |  | $   | N/A     
|                                                                                                                                                                                                              | 
|b. Rebates and noncash credits                                                                                                                                                                                |  | +$  | N/A     
|                                                                                                                                                                                                              | 
|c. Amount to be paid in cash                                                                                                                                                                                  |  | +$  | 1766.70 
|                                                                                                                                                                                                              | 
|d. N/A                                                                                                                                                                                                        |  | +$  | N/A     
|                                                                                                                                                                                                              | 
|e. Total                                                                                                                                                                                                      |  | =$  | 1766.70 
|                                                                                                                                                                                                              | 
|7. My monthly payment is determined as shown below:                                                                                                                                                           |  |     |         
|                                                                                                                                                                                                              | 
|a. Gross Capitalized Cost: The agreed upon value of the vehicle ($40170.00) and any items I pay over the Lease term (such as service
contracts, insurance, and any outstanding prior credit or lease balance) |  | $   | 40170.00
|                                                                                                                                                                                                              | 
|b. Capitalized Cost Reduction: The amount of any net trade-in allowance, rebate, noncash credit, or cash I pay that reduces the Gross
Capitalized Cost                                                        |  | - $ | N/A     
|                                                                                                                                                                                                              | 
|c. Adjusted Capitalized Cost: The amount used in calculating my Base Monthly Payment (or Base Single Payment)                                                                                                 |  | -$  | 40170.00
|                                                                                                                                                                                                              | 
|d. Residual Value: The value of the vehicle at the end of the Lease used in calculating my Base Monthly Payment (or Base Single
Payment)                                                                      |  | -$  | 23039.10
|                                                                                                                                                                                                              | 
|e. Depreciation and any amortized amounts: The amount charged for the vehicles decline in value through normal use and for other
items paid over the Lease term                                              |  | =$  | 17130.90
|                                                                                                                                                                                                              | 
|f. Rent Charge: The amount charged in addition to the Depreciation and any amortized amounts                                                                                                                  |  | +$  | 5404.65 
|                                                                                                                                                                                                              | 
|g. Total of Base Monthly Payments (or Base Single Payment): The Depreciation and any amortized amounts plus the Rent
Charge                                                                                   |  | =$  | 22535.55
|                                                                                                                                                                                                              | 
|h. Lease Payments: The number of payments in my Lease                                                                                                                                                         |  | ÷   | 45      
|                                                                                                                                                                                                              | 
|i.Base Monthly Payment (or Base Single Payment)                                                                                                                                                               |  | =$  | 500.79  
|                                                                                                                                                                                                              | 
|j. Monthly (or Base Single Payment) Sales/Use Taxes                                                                                                                                                           |  | +$  | 38.81   
|                                                                                                                                                                                                              | 
|k. N/A                                                                                                                                                                                                        |  | +$  | N/A     
|                                                                                                                                                                                                              | 
|l. Total Monthly Payment (or Total Single Payment)                                                                                                                                                            |  | =$  | 539.60  



Early Termination.
I may have to pay a substantial charge if I end this Lease early. The charge may be up to several thousand dollars. The actual charge will depend on when the Lease is terminated. The earlier I end the Lease, the greater this charge is likely to
be.



Excessive Wear and Use. I may be charged for excessive wear
based on your standards for normal use and for mileage in excess of 56250 miles (Mileage Allowance) for the term of this Lease, at the rate of 20¢ per mile for each of the first 5,000 excess miles and 25¢ per mile for each additional
excess mile thereafter.



Purchase Option at End of Lease Term. I have an
option to purchase the vehicle (as is) at the end of the Lease term for its Residual Value, plus a Purchase Option Fee of



---

|                             |  |                                                                                                      |          |    |         
|---------------------------- |  | ---------------------------------------------------------------------------------------------------- | -------- | -- | --------
|                             |  |                                                                                                     
|                             |  | at the time of Lease signing                                                                         |          | $  | 40170.00
|                             |  |                                                                                                     
|b.                           |  | Accessories and optional equipment Lessor (Dealer) agrees to add to the Vehicle after Lease signing: |          |    |         
|                             |  |                                                                                                     
|                             |  | Describe N/A                                                                                         |          | +$ | N/A     
|                             |  |                                                                                                     
|                             |  | Describe N/A                                                                                         |          | +$ | N/A     
|                             |  |                                                                                                     
|                             |  | Describe N/A                                                                                         |          | +$ | N/A     
|                             |  |                                                                                                     
|                             |  | Describe N/A                                                                                         |          | +$ | N/A     
|                             |  |                                                                                                     
|c.                           |  | Total agreed upon value of the Vehicle                                                               |          | =$ | 40170.00
|                             |  |                                                                                                     
|d.                           |  | Sales/Use Tax                                                                                        |          | +$ | N/A     
|                             |  |                                                                                                     
|e.                           |  | Luxury Tax                                                                                           |          | +$ | N/A     
|                             |  |                                                                                                     
|f.                           |  | Other Tax N/A                                                                                        |          | +$ | N/A     
|                             |  |                                                                                                     
|g.                           |  | Acquisition Fee (if capitalized)                                                                     |          | +$ | N/A     
|                             |  |                                                                                                     
|h.                           |  | Document preparation fee (not a government fee; not to exceed $45)                                   |          | +$ | N/A     
|                             |  |                                                                                                     
|i.                           |  | Prior credit or lease balance on trade-in included in Gross Capitalized Cost                         |          | +$ | N/A     
|                             |  |                                                                                                     
|j.                           |  | Optional products and services:                                                                      |          |    |         
|                             |  |                                                                                                     
|                             |  | Charge for service agreement                                                                         |          | +$ | N/A     
|                             |  |                                                                                                     
|                             |  | Charge for extended warranty                                                                         |          | +$ | N/A     
|                             |  |                                                                                                     
|                             |  | Describe N/A                                                                                         |          | +$ | N/A     
|                             |  |                                                                                                     
|k.                           |  | Other: N/A                                                                                           |          | +$ | N/A     
|                             |  |                                                                                                     
|                             |  | Describe N/A                                                                                         |          | +$ | N/A     
|                             |  |                                                                                                     
|                             |  | Describe N/A                                                                                         |          | +$ | N/A     
|                             | 
|Total Gross Capitalized Cost |  | =$                                                                                                   | 40170.00



9. Trade-in Vehicle



|      |  |     |  |                                                     |  |   |     
|----- |  | --- |  | --------------------------------------------------- |  | - | ----
|Year  |  | N/A |  | Gross agreed upon value of trade-in vehicle         |  | $ | N/A 
|Make  |  | N/A |  | Prior credit or lease balance on trade-in           |  | $ | N/A 
|Model |  | N/A |  | Net trade-in allowance (if less than -0- enter -0-) |  | = | $N/A



This box for use by Lessor (Dealer)
and Me to memorialize trade-in, turn-in or other individual agreements. If none, enter none or N/A. The assignee of this Lease is not obligated for agreements disclosed here.



N/A



vehicle as is and understand that, unless otherwise prohibited by law, you do not make any warranties as to the vehicles condition,
merchantability, suitability, or fitness for a particular purpose.



13.
Additional Extended Warranty/Service Plans



|               |  |                                                                     
|-------------- |  | --------------------------------------------------------------------
|[Illegible]    |  | I choose the optional coverage(s) for the price(s) indicated, below.
|Please initial |  |                                                                     



Coverages will be for N/A months or
N/A miles, whichever happens first. These coverages are not provided by the Lessor. I must pursue all matters related to these coverages, including refunds, through the provider. The terms and conditions for these coverages are in a separate
contract, which I have received and read.



If the price of these coverages is
also included in the Itemization of Gross Capitalized Cost, line 8g, it will be included in the Base Monthly Payments. If not, I have paid for the coverages in full upon signing this Lease.



|                      |  |        |  |                             |  |      
|--------------------- |  | ------ |  | --------------------------- |  | -----
|Service Agreement     |  | $  N/A |  | Extended Warranty Agreement |  | $ N/A
|Coverage Provider(s): |  | N/A    |  |                             |  |      
|                      |  | N/A    |  |                             |  |      



Notices/Signatures



Read this Lease carefully. I should not sign this Lease before I read
it or if it is not completely filled out.



LESSEE



In the following notices, I am referred to as Lessee and
you.



You have the right to return the vehicle, and receive
a refund of any payments made if the credit application is not approved, unless nonapproval results from an incomplete application or from incorrect information provided by you.



THERE IS NO COOLING OFF PERIOD: California law does not provide for a cooling off or other cancellation period for vehicle
leases. Therefore, you cannot later cancel this Lease simply because you change your mind, decided the vehicle costs too much, or wish you had acquired a different vehicle. You may cancel this Lease only with the agreement of the Lessor or for legal
cause, such as fraud.



(1) Do not sign this Lease before you read it or if it
contains any blank spaces to be filled in; (2) You are entitled to a completely filled in copy of this Lease; (3) Warning  Unless a charge is included in this Lease for public liability or property damage insurance, payment for that coverage
is not provided by this Lease.



By signing below, I acknowledge that I have
received a completely filled-in copy of this Lease, INCLUDING THE IMPORTANT ARBITRATION DISCLOSURES AND PRIVACY POLICY ON THE REVERSE SIDE.



|            |  |                               |  |   |  |                              
|----------- |  | ----------------------------- |  | - |  | -----------------------------
|[Illegible] |  |                               |  |  
|X           |  | [/s/ Illegible]               |  | X |  |                              
|            |  | Lessee                        |  |   |  | Lessee                       
|            |  |                               | 
|            |  | By                            |  |   |  | By                           
|            |  |                               | 
|            |  | Title                         |  |   |  | Title                        
|            |  |                               | 
|            |  | C2334905 CA                   |  |   |  |                              
|            |  | Drivers license number/State |  |   |  | Drivers license number/State



---

THIS LEASE IS SUBJECT TO ASSIGNEE APPROVAL WITHIN TEN DAYS OF EXECUTION. OTHERWISE, THIS LEASE SHALL BECOME VOID AND
THE LESSEE SHALL RETURN THE VEHICLE ON DEMAND.



10. Estimated Fees and
Taxes



I agree to pay all vehicle registration, title and license fees,
sales/use taxes, and all personal property/vehicle excise taxes for the term of the Lease (including any extensions of the term of this Lease). The total is an estimate only because it is based on current rates and fees and the vehicles
current garage location. For some of these items, you will invoice me after you have been billed by the taxing authorities. Some bills will be received after the Lease terminates. I agree to pay within 10 days of being invoiced.



11. Mileage Allowance/Refund



|              |  |                                                              
|------------- |  | -------------------------------------------------------------
|56250         |  | I agree to this Mileage Allowance for the term of this Lease.
|Enter mileage |  |                                                              



The Base Monthly Payment and Residual
Value for this Lease have been calculated, in part, using the Mileage Allowance entered for the term of this Lease.



Extra Mileage Refund at Scheduled End of Lease



At the scheduled end of the Lease term, you will refund 15¢ per mile for the unused miles between
 miles and
 miles, less any amounts I owe under this Lease, unless:



|(a) | the vehicle is destroyed or stolen,
|--- | -----------------------------------

|(b) | I default or end this Lease early;
|--- | ----------------------------------

|(c) | I purchase the vehicle, or
|--- | --------------------------

|(d) | the refund is less the $1.00.
|--- | -----------------------------



12. New and Used Vehicle Warranty



If the vehicle is new, it is covered by a standard new vehicle warranty from the manufacturer.



If the vehicle is used, it is not covered by a warranty unless identified below:



|               |  |                                                             
|-------------- |  | ------------------------------------------------------------
|               |  | Remainder of standard new vehicle warranty from manufacturer
|Please initial |  |                                                             
|               | 
|               |  | Used vehicle warranty from manufacturer                     
|Please initial |  |                                                             
|               | 
|               |  | Used vehicle warranty from other third-party provider       
|Please initial |  |                                                             



LESSOR SIGNATURE AND ASSIGNMENT



By signing below, the Lessor (or if DCFS Trust is Lessor, through its
attorney-in-fact) accepts the terms and conditions of this Lease. If Lessor is not DCFS Trust, Lessor assigns all right, title, and interest in this Lease, vehicle and Guaranty to DCFS Trust.



|  |  |                                  |  |              
|- |  | -------------------------------- |  | -------------
|X |  | /s/ Illegible                    |  | /s/ Illegible
|  |  | Lessor (or its attorney-in-fact) |  | Title        



GUARANTY



The Guarantor(s) named below absolutely and unconditionally guarantee(s) payment of all
amounts owed under this Lease. This means if the Lessee(s) fail(s) to pay any money owed, Guarantor(s) will pay it. All Guarantor(s) shall be jointly and severally liable and agree that this Guaranty shall not be affected by any changes to this
Lease. Guarantor(s) also agree to be liable for all fees and costs, including attorneys fees, that the Lessor incurs in enforcing this Lease or Guaranty.



Guarantor(s) has/have received a completed copy of this Lease and Guaranty at the time of signing.



|  |  |            |  |   |  |           
|- |  | ---------- |  | - |  | ----------
|X |  |            |  | X |  |           
|  |  | Guarantor  |  |   |  | Guarantor 
|  |  |            |  |   |  |           
|  |  | Print Name |  |   |  | Print Name
|  |  |            |  |   |  |           
|  |  | Address    |  |   |  | Address   
|  |  |            | 
|  |  | N/A        |  |   |  | N/A       
|  |  | Address    |  |   |  | Address   



INSURANCE VERIFICATION



Lessor (or Dealer) has verified that the insurance coverage described in
Section 16 is in force on the date of this Lease. All matters regarding insurance should be sent to: Mercedes-Benz Credit, P.O. Box 1800, Roanoke, TX 76262-1800.



|                     |  |            |  |                                                                     
|-------------------- |  | ---------- |  | --------------------------------------------------------------------
|MICHAEL EHRENFELD    |  | INS        |  | MZA80242321                                                         
|My insurance company |  | Policy No. |  | Insurance coverage verified Employee of Lessor/Dealer please initial
|                    
|619-683-9990        
|My insurance agent   |  |            |  | Phone number                                                        
|                    
|                    
|Address              |  |            |  |                                                                     



---

|                   |  |                        |  | 
|------------------ |  | ---------------------- |  | 
|Leadership Leasing |  | [GRAPHIC APPEARS HERE] |  | 



|                                 |  |                                               
|-------------------------------- |  | ----------------------------------------------
|Lease Date:        July 16, 2004 |  | CLOSED-END VEHICLE LEASE AGREEMENT -CALIFORNIA



|                                     |  |                                         |  |                                        
|------------------------------------ |  | --------------------------------------- |  | ---------------------------------------
|LESSEE(S) (Print Name(s) & Address)  |  | VEHICLE GARAGING ADDRESS (if different) |  | LESSOR (Dealer),                       
|Name of Lessee INC GALORE, BARBEQUES |  | Name of Driver                          |  | Name of Driver HONDA OF PASADENA       
|                                     |  |                                        
|Street Address 10 ORCHARD RD # 200   |  | Street Address                          |  | Street Address 1965 EAST FOOTHILL BLVD.
|                                     |  |                                        
|City                                 |  | City                                    |  | City                                   
|LAKE FOREST                          |  |                                         |  | PASADENA                               
|                                     |  |                                        
|State, Zip                           |  | State, Zip                              |  | State, Zip                             
|CA 92630                             |  |                                         |  | CA 91107                               
|                                     |  |                                        
|County                               |  | County                                  |  | Dealer Number                          
|ORANGE                               |  |                                         |  | 208143                                 
|                                     |  |                                        
|Name of Co-Lessee                    |  | Driver Phone Number                     |  |                                        
|NONE                                 |  | (949) 6522351                          |  |                                        



By signing this Lease, Lessee(S)
(I, my, me) agree to lease the Vehicle, described below, according to the terms on both sides of this Lease. I accept delivery of the Vehicle and acknowledge that it is in good operating order, equipped as
described and has the odometer reading recorded below: Lessor refers to the Lessor (Dealer) named above and Assignee, American Honda Finance Corporation (AHFC) will administer this Lease.



Assignee: AHFC, or, it specified, the following
company:    HONDA LEASE TRUSTLEASE TERM:     48    MONTHS.



|                    |  |                   |  |            |  |                               |  |                   |  |                  |  |                                                                                              |  | 
|------------------- |  | ----------------- |  | ---------- |  | ----------------------------- |  | ----------------- |  | ---------------- |  | -------------------------------------------------------------------------------------------- |  | 
|VEHICLE DESCRIPTION
|                    |  |                   |  |            |  |                              
|New /Used           |  | Year /Make/Model  |  | Body Style |  | Vehicle Identification Number |  | License Plate No. |  | Odometer Reading |  | Primary Use [ILLEGIBLE] Personal, Family, or Household                                      
|N                   |  | 2004 HONDA ACCORD |  | 4DRSDN     |  | JHMCM56764CO32425             |  |                   |  | 10               |  |  ̈Business, Commercial, Agricultural or
Lessee      is an organization or governmental entity



FOR USE BY LESSOR: Trade-in, turn-in,
and other individualized agreements:



|                                         |  |                                                                                                                                                                                                 |  |                                                                              |  |                                         
|---------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | ----------------------------------------
|FEDERAL CONSUMER LEASING ACT DISCLOSURES
|                                         |  |                                                                                                                                                                                                 | 
|[ILLEGIBLE] $ 639.25                     |  | [ILLEGIBLE] My first monthly Payment followed by
47 Payments of $ 354.67 due on the 16th of each month. The total of my monthly payments is $ 17024.16 My single Payment of $ N/A is due on N/A |  | [ILLEGIBLE] Disposition Fee (if I do
not purchase the Vehicle) $ 0 Total $ 0 |  | [ILLEGIBLE] end of the Lease) $ 17308.74



|                                                               |  |   |             
|-------------------------------------------------------------- |  | - | ------------
|*ITEMIZATION OF AMOUNT DUE AT LEASE SIGNING                   
|                                                              
|Amount Due at Lease Signing                                   
|Capitalized Cost Reduction (Amount Paid in Cash)               |  | $ | 78.50       
|Sales/Use Tax on Amount Paid in Cash                           |  | + | 6.08        
|Capitalized Cost Reduction (Credit for Net Trade-in Allowance) |  | + | N/A         
|Sales/Use Tax on Credit for Net-Trade-in Allowance             |  | + | N/A         
|Advance Monthly Payment (1st Month)                            |  | + | 354.62      
|Advance Single Payment (if Single Payment Lease)               |  | + | N/A         
|Refundable Security Deposit                                    |  | + | N/A         
|In CALIFORNIA TIRE FEE                                         |  | + | 5.00        
|Initial Registration Fees                                      |  | + | 195.00      
|Document Preparation Fee (not a governmental fee)              |  | + | N/A         
|Optional DMV Electronic Fee                                    |  | + | N/A         
|Other: N/A                                                     |  | + | N/A         
|TOTAL                                                          |  |   | =$    639.25



|                                                |  |    |       
|----------------------------------------------- |  | -- | ------
|How to Amount Due at Lease Signing will be Paid
|Credit for Net Trade-in Allowance               |  |    |       
|Year N/A Make N/A VIN N/A                       |  |    |       
|Agreed Upon Value $ N/A                         |  |    |       
|Less Pay off         N/A                       |  |    |       
|Net Trade-In                                    |  | $  | N/A   
|Rebates:                                        |  | +  | N/A   
|Noncash Credits:                                |  | +  | N/A   
|Amount Paid By:                                 |  | +  | N/A   
|Amount to be Paid in Cash                       |  | +  | 639.25
|TOTAL                                           |  | =$ | 639.25



|                                                                 |  |   |          
|---------------------------------------------------------------- |  | - | ---------
|MY MONTHLY PAYMENT /SINGLE PAYMENT IS DETERMINED AS SHOWN BELOW:
|                                                                 | 
|GROSS CAPITALIZED COST                                           |  | $ | 22124.00 
|CAPITALIZED COST REDUCTION                                       |  |   | =78.50   
|ADJUSTED CAPITALIZED COST                                        |  |   | =22045.50
|RESIDUAL VALUE                                                   |  |   | =10548.00
|DEPRECIATION AND ANY AMORTIZED AMOUNTS                           |  |   | =11497.50
|RENT CHARGE                                                      |  | + | 4302.18  
|TOTAL OF BASE PAYMENT(S)                                         |  |   | =15799.68
|LEASE PAYMENTS                                                   |  | + | 48       
|BASE MONTHLY/SINGLE PAYMENT                                      |  |   | =329.16  



The agreed upon value of the Vehicle
($ 21484.00) and any items I pay for over the Lease Term (such as taxes, fees, service contracts, insurance, and any outstanding prior credit or lease balance).



The amount of any net trade-in allowance, rebate, noncash credit, or cash I pay that reduces the gross capitalized cost.



The amount used in calculating my base monthly or single payment.



The estimated value of the Vehicle at the scheduled end of the Lease Term use in calculating
my base monthly or single payment.



The amount charged for the Vehicles
decline in value through normal use and for other items paid over the Lease Term.



The amount charged in addition to the depreciation and any amortized amounts.



The depreciation and any amortized amounts plus the rent charge.



The
number of payments required during the term of my Lease.



---

|                               |  |   |            
|------------------------------ |  | - | -----------
|BASE MONTHLY/SINGLE PAYMENT    |  | = | 329.16     
|MONTHLY SALES/USE TAX          |  | + | 25.51      
|SALES/USE TAX (SINGLE PAYMENT) |  | + | N/A        
|OTHER: N/A                     |  | + | N/A        
|TOTAL MONTHLY/SINGLE PAYMENT   |  | = | $    354.67



EARLY TERMINATION: I may have to pay a
substantial charge if I end this Lease early. The charge may be up to several thousand dollars. The actual charge will depend on when the Lease is terminated. The earlier I end the Lease, the greater this charge is likely to be.



EXCESSIVE WEAR AND USE. I may be charged for excessive wear based on
Lessors standards for normal use and for mileage in excess of 15000 miles per year at the rate of 15 cents per mile.



PURCHASE OPTION AT END OF LEASE TERM. I have an option to purchase the Vehicle AS-IS, WHERE-IS at the end of the Lease Term for $10548.06 plus any required
taxes and fees.



OTHER IMPORTANT TERMS. Review this Lease for
additional information on early termination, purchase options, maintenance responsibilities, warranties, late and default charges, insurance, and any security interests, if applicable.



|                                                                  |  |   |         
|----------------------------------------------------------------- |  | - | --------
|ITEMIZATION OF GROSS CAPITALIZED COST                            
|                                                                  | 
|Agreed Upon Value of Vehicle as equipped at Lease Signing         |  | - | 21484.00
|Accessories/Optional Equipment (to be added after Lease signing): |  |   |         
|1.                                    N/A                         |  |   | N/A     
|2.                                    N/A                         |  |   | N/A     
|3.                                    N/A                         |  |   | N/A     
|4.                                    N/A                         |  |   | N/A     
|5.                                    N/A                         |  |   | N/A     
|6.                                    N/A                         |  |   | N/A     
|                                                                  |  | + | N/A     
|Optional Service Contract(s)                                      |  |   |         
|Provider:                                   
 N/A                 |  | + | N/A     
|Provider:                                   
 N/A                 |  | + | N/A     
|Outstanding Prior Credit or Lease Balance                         |  | + | N/A     
|Acquisition Fee                                                   |  | + | 595.00  
|Upfront Sales Tax                                                 |  | + | N/A     
|Other : DOC FEE                                                   |  | + | 45.00   
|Other:                                   
 N/A                    |  | + | N/A     
|Gross Capitalized Cost                                            |  | - | 22124.00



VEHICLE WARRANTIES



If the Vehicle is new, it is covered by the Manufacturers New Vehicle Warranty. If
the Vehicle is new or used, it is not covered by any other warranty unless identified below:



Remainder Manufacturers New Vehicle Warranty.



Manufacturers Extended Warranty.



Manufacturers Used Vehicle Limited Warranty.



Other



Lessor assigns to me all of its rights in the above specified warranties. LESSOR LEASES THE
VEHICLE AS-IS AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE VEHICLE AND SPECIFICALLY DISCLAIMS ANY WARRANTIES IMPLIED BY LAW, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE.



OPTIONAL SERVICE CONTRACT



An optional service contract premises to perform services or provide benefits relating to
the maintenance or repair of the Vehicle. These coverages are not provided by the Lessor. I must pursue all matters relating to these coverages through the provider. The terms and conditions for these coverages are in a separate contract, which I
have read and received.



If the price of any service contract is not included
in the Amount Due at Lease Signing, the price will be included in the Gross Capitalized Cost and will be subject to rent charges.



Price : $    N/A        Provider : N/A



Price : $    N/A        Provider : N/A



LATE CHARGE/RETURNED CHECK CHARGE



I will pay a late charge equal to the lesser of $25 or 5% of the unpaid
portion on any payment that is not received with 10 days after it is due. I will also pay a $15 charge for any check or similar instrument returned for any reason.



ESTIMATED FEES AND TAXES DURING LEASE TERM



I agree to pay when due or reimburse Lessor for all title/license/registration/official fees and taxes over the term of my Lease (including any extensions), whether
paid at lease signing, included in my monthly payments or assessed otherwise. Lessor estimates this amount to be :
$2015.56 The actual total of fees and taxes may be higher, or lower, depending upon whether the garaging address of the Vehicle changes, and on the tax rates in effect, or the value of the Vehicle at the time a fee or tax is assessed. Some taxes and
fees may come due after the Lease terminates. I agree to pay any such amounts within 10 days of being invoiced. I will be responsible for any fines or penalties if I fail to pay the bill when due.



VEHICLE INSURANCE



I will pay for and maintain during the Lease term, and until the Vehicle is returned to Lessor, insurance on the Vehicle which has the
following minimum coverages: (1) Public Liability Insurance that either covers up to $100,000 for bodily injures to any one person, $300,000 for bodily injuries for any one accident, and $50,000 for property damage, or has a
combined single limit of $300,000 for bodily injuries and property damage for any one accident; and (2) Physical Damage Insurance covering loss or damage to the Vehicle, with deductibles of no more than $1,000 for collision and upset
loss and $1,000 for comprehensive fire and theft loss.



The Policy of
Public Liability Insurance must show Assignee as an additional insured. The policy of Physical Damage Insurance must show Assignee as loss payee. I may choose to get the required coverages myself or through any person. The policies must be written
by an insurance company acceptable to Lessor. I agree to provide written proof of insurance to Lessor upon request, and authorize Lessor, and its agents, to contact my insurance agent and insurance company to verify coverage as required by this
Lease. I further authorize Lessor to endorse my name(s) on any check or draft from my Insurance company for any claim. Lessor may change the amounts of required insurance. I acknowledge that the limits required under this Lease may not be sufficient
for my needs, and will see my insurance agent for more information.



All
insurance related information must be addressed to the Assignee, c/o PDP Services, P.O. Box 650201, Hunt Valley, Maryland 21065-0201



|                       |  |                 |  |       |  |         
|---------------------- |  | --------------- |  | ----- |  | --------
|FIREMANS FUND          |  |                 |  |       |  |         
|                       |  | MZA80242321     |  |       |  |         
|Insurance Company Name |  | Policy Number   |  |       |  |         
|                       |  | (619) 683-9990  |  |       |  |         
|Agent Name             |  | Agent Telephone |  |       |  |         
|                       |  |                 | 
|Agent Address          |  | City            |  | State |  | Zip Code





In the following notices, I am referred to as you or Lessee.



Notice : You have the right to return the Vehicle and receive a refund of any payments made if the credit application is not approved,
unless nonapproval results from an incomplete application or from incorrect information provided by you.



THERE IS NO COOLING OFF PERIOD



California law does not provide for a cooling off or other cancellation period for vehicle leases. Therefore, you cannot later cancel this Lease simply because you change your mind, decided the Vehicle
costs too much, or wish you had acquired a different vehicle. You may cancel this Lease only with the agreement of the lessor or for legal cause, such as fraud.



(1) Do not sign this Lease before you read it or if it contains any blank spaces to be filled in; (2) You are entitled to a completely
filled in copy of this Lease; (3) Warning  Unless a charge is included in this Lease for public liability or property damage insurance, payment for that coverage is not provided by this Lease.



LESSEE(S) SIGNATURE: I HAVE READ BOTH SIDES OF THIS LEASE AND RECEIVED A COMPLETELY FILLED
IN COPY BEFORE SIGNING BELOW.



|        |  |                      |  |     |  |             |  |        |  | 
|------- |  | -------------------- |  | --- |  | ----------- |  | ------ |  | 
|LESSEE: |  | BARBEQUES INC GALORE |  | BY: |  | [ILLEGIBLE] |  | TITLE: |  | 
|LESSEE: |  |                      |  | BY: |  | [ILLEGIBLE] |  | TITLE: |  | 



Lessor accepts this Lease and assigns
all right title and interest in this Lease and the Vehicle described herein. and Lessors rights under any guaranty signed in connection with this Lease.



---

COPY



|     |  | 
|---- |  | 
|LOGO |  | 



Oliver-Allen

Technology Leasing



EQUIPMENT SCHEDULE NO. 04-X2 DATED MARCH 1, 2004

TO MASTER LEASE DATED AS OF
AUGUST 1, 1998



|                                                                                                          |  |                                                                                                                                                                   
|--------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|LESSEE:  BARBEQUES GALORE, INC.  Headquarters Address:  10 Orchard Road  Suite 200 Lake Forest, CA 92630 |  | LESSOR:  U.S. BANCORP OLIVER-ALLEN TECHNOLOGY LEASING Address for Notices:  801 Larkspur Landing Circle Larkspur, CA 94939 Phone (415) 461-4600 Fax (415) 461-4675
|Location of Equipment:  See Attached Exhibit A                                                            |  |                                                                                                                                                                   
|Equipment
Description: Commencement Date: Total Cost: Initial Term: Rent:                                 |  | See Attached Exhibit A March 1, 2004 $134,770.00 36 Months $3,682.00 plus applicable taxes                                                                        



Upon execution of Equipment Schedule
No.04-X2, Equipment Schedule No.04-X1 to Master Lease dated August 1, 1998 between U.S. Bancorp Oliver-Allen Technology Leasing and Barbeques Galore, Inc., will be terminated as of March 1, 2004.



CASUALTY VALUES: The Casualty Value of the Equipment shall be an amount equal to the
aggregate of monthly Rent Payments remaining under the term of this Equipment Schedule, discounted at the rate of 4.0% (four percent) per annum, plus the in-place fair market value of the Equipment, calculated from the date of the Event of Loss.



MASTER LEASE: This Equipment Schedule is issued pursuant to the Master Lease
identified above. All of the terms, conditions, representations and warranties of the Master Lease are hereby incorporated herein and made a part hereof as if they were expressly set forth in this Equipment Schedule. The parties hereby reaffirm all
of the terms, conditions, representations and warranties of the Master Lease except as expressly modified herein. The following Riders are attached hereto and for all purposes incorporated herein and made a part hereof: Rider No. 01



|                                  |  |                                                      |  |        |  |                       
|--------------------------------- |  | ---------------------------------------------------- |  | ------ |  | ----------------------
|BARBEQUES GALORE, INC.  As Lessee |  | U.S. BANCORP OLIVER-ALLENTECHNOLOGY LEASINGAs
Lessor
|                                  |  |                                                      | 
|By:                               |  | /s/ Kevin Ralphs                                     |  | By:    |  | /s/ M. Peterson       
|Name:                             |  | KEVIN RALPHS                                         |  | Name:  |  | Margaret Peterson     
|Title:                            |  | C.F.O.                                               |  | Title: |  | Director of Operations



---

EXHIBIT A

TO EQUIPMENT SCHEDULE NO. 04-X2

TO MASTER LEASE DATED AS OF AUGUST 1, 1998

BETWEEN USBANCORP OLIVER-ALLEN TECHNOLOGY LEASING, AS LESSOR

AND BARBEQUES GALORE, INC., AS LESSEE



|    |  |               |  |               |  |                                                              
|--- |  | ------------- |  | ------------- |  | -------------------------------------------------------------
|Qty |  | Part Number   |  | Serial Number |  | Description                                                  
|1   |  | 9406-810      |  | 00002DFBD     |  | ISERIES                                                      
|1   |  | 9406-810-2465 |  |               |  | MODEL 810 PROCESSOR                                          
|1   |  | 9406-810-7406 |  |               |  | MODEL 810 ENTERPRISE                                         
|4   |  | 9406-810-0003 |  |               |  | NOTIFY CSO AFTER INSTALL                                     
|1   |  | 9406-810-0041 |  |               |  | DEVICE PARITY PROTECTION-ALL FOR ISERIES                     
|1   |  | 9406-810-0164 |  |               |  | DIFFERENTIAL ATTACH FOR ISERIES                              
|1   |  | 9406-810-0348 |  |               |  | V.24/EIA232 20-FT PCI CABLE FOR ISERIES                      
|1   |  | 9406-810-0830 |  |               |  | 4319 LOAD SOURCE SPECIFY FOR ISERIES                         
|1   |  | 9406-810-1412 |  |               |  | 125V 6-FT LINE CORD FOR ISERIES                              
|1   |  | 9406-810-1416 |  |               |  | 200V 14-FT LOCKING LINE CORD FOR ISERIES                     
|1   |  | 9406-810-1454 |  |               |  | 200V 12A 14-FT IL LINE CORD FOR ISERIES                      
|2   |  | 9406-810-1461 |  |               |  | 6M COPPER HSL CABLE FOR ISERIES                              
|1   |  | 9406-810-1464 |  |               |  | 6M SPCN CABLE FOR ISERIES                                    
|1   |  | 9406-810-2749 |  |               |  | PCI ULTRA MAG MEDIA CTLR FOR ISERIES                         
|1   |  | 9406-810-2844 |  |               |  | PCI IOP FOR ISERIES                                          
|4   |  | 9406-810-2924 |  |               |  | ENGLISH FOR ISERIES                                          
|1   |  | 9406-810-3094 |  |               |  | 1024MB MAIN STORAGE FOR ISERIES                              
|10  |  | 9406-810-4319 |  |               |  | 35.16GB 10K RPM DISK UNIT FOR ISERIES                        
|1   |  | 9406-810-4525 |  |               |  | CD-ROM FOR ISERIES                                           
|1   |  | 9406-810-4531 |  |               |  | DVD-ROM FOR ISERIES                                          
|1   |  | 9406-810-4746 |  |               |  | PCI TWINAXIAL WORKSTN IOA FOR ISERIES                        
|1   |  | 9406-810-4778 |  |               |  | PCI RAID DISK UNIT CTLR FOR ISERIES                          
|1   |  | 9406-810-5029 |  |               |  | SOFTWARE VERSION V5R2 FOR ISERIES                            
|1   |  | 9406-810-5540 |  |               |  | ATTACH TWNAXAL WKSTA CTRL FOR ISERIES                        
|1   |  | 9406-810-5701 |  |               |  | PCI 1GBPS ETHERNET UTP IOA FOR ISERIES                       
|1   |  | 9406-810-7116 |  |               |  | SYSTEM UNIT EXPANSION FOR ISERIES                            
|1   |  | 9406-810-9749 |  |               |  | BASE PCI 100/10 ETHERNET IOA FOR ISERIES                     
|1   |  | 9406-810-9771 |  |               |  | BASE PCI 2-LINE WAN W/MODEM FOR ISERIES                      
|1   |  | 5722-AC3      |  |               |  | CRYPTOGRAPH ACC PROV 128-BIT                                 
|1   |  | 5722-AC3-2924 |  |               |  | ENGLISH - US U/L SBCS (ENU) FOR CRYPTOGRAPH ACC PROV 128-BIT 
|1   |  | 5722-AC3-5819 |  |               |  | CRYPTOGRAPH ACC PROV 128-BIT FOR CRYPTOGRAPH ACC PROV 128-BIT
|1   |  | 5722-CE3      |  |               |  | CLIENT ENCRYPTION 128-BIT                                    
|1   |  | 5722-CE3-2924 |  |               |  | ENGLISH - US U/L SBCS (ENU) FOR CLIENT ENCRYPTION 128-BIT    



Page 1 of 6



---

EXHIBIT A

TO EQUIPMENT SCHEDULE NO. 04-X2

TO MASTER LEASE DATED AS OF AUGUST 1, 1998

BETWEEN USBANCORP OLIVER-ALLEN TECHNOLOGY LEASING, AS LESSOR

AND BARBEQUES GALORE, INC., AS LESSEE



|    |  |               |  |               |  |                                                                
|--- |  | ------------- |  | ------------- |  | ---------------------------------------------------------------
|Qty |  | Part Number   |  | Serial Number |  | Description                                                    
|1   |  | 5722-CE3-5819 |  |               |  | CLIENT ENCRYPTION 128-BIT FOR CLIENT ENCRYPTION 128-BIT        
|1   |  | 5722-IWE      |  |               |  | APPLICATION SERVER - EXPRESS                                   
|1   |  | 5722-IWE-1439 |  |               |  | APPLICATION SERVER - P/PROC NC FOR APPLICATION SERVER - EXPRESS
|1   |  | 5722-IWE-2924 |  |               |  | ENGLISH - US U/L SBCS (ENU) FOR APPLICATION SERVER - EXPRESS   
|1   |  | 5722-IWE-5819 |  |               |  | APPLICATION SERVER - EXPRESS FOR APPLICATION SERVER - EXPRESS  
|1   |  | 5722-PT1      |  |               |  | PERFORMANCE TOOLS                                              
|1   |  | 5722-PT1-0297 |  |               |  | PERFORMANCE TOOLS RGST, P10 FOR PERFORMANCE TOOLS              
|1   |  | 5722-PT1-0373 |  |               |  | PERFORMANCE TOOLS - M RGST,P10 FOR PERFORMANCE TOOLS           
|1   |  | 5722-PT1-2924 |  |               |  | ENGLISH - US U/L SBCS (ENU) FOR PERFORMANCE TOOLS              
|9   |  | 5722-PT1-4001 |  |               |  | SW KEY 1ST MT DIGIT (FEATURE 4 FOR PERFORMANCE TOOLS)          
|4   |  | 5722-PT1-4002 |  |               |  | SW KEY 2ND MT DIGIT (FEATURE 4 FOR PERFORMANCE TOOLS)          
|10  |  | 5722-PT1-4003 |  |               |  | SW KEY 3RD MT DIGIT (FEATURE 4 FOR PERFORMANCE TOOLS)          
|6   |  | 5722-PT1-4004 |  |               |  | SW KEY 4TH MT DIGIT (FEATURE 4 FOR PERFORMANCE TOOLS)          
|1   |  | 5722-PT1-4005 |  |               |  | SW KEY 1ST CPU DIGIT (FEATURE FOR PERFORMANCE TOOLS)           
|10  |  | 5722-PT1-4006 |  |               |  | SW KEY 2ND CPU DIGIT (FEATURE FOR PERFORMANCE TOOLS)           
|2   |  | 5722-PT1-4007 |  |               |  | SW KEY 3RD CPU DIGIT (FEATURE FOR PERFORMANCE TOOLS)           
|14  |  | 5722-PT1-4008 |  |               |  | SW KEY 4TH CPU DIGIT (FEATURE FOR PERFORMANCE TOOLS)           
|16  |  | 5722-PT1-4009 |  |               |  | SW KEY 5TH CPU DIGIT (FEATURE FOR PERFORMANCE TOOLS)           
|12  |  | 5722-PT1-4010 |  |               |  | SW KEY 6TH CPU DIGIT (FEATURE FOR PERFORMANCE TOOLS)           
|14  |  | 5722-PT1-4011 |  |               |  | SW KEY 7TH CPU DIGIT (FEATURE FOR PERFORMANCE TOOLS)           
|1   |  | 5722-PT1-5819 |  |               |  | PERFORMANCE TOOLS FOR PERFORMANCE TOOLS                        
|1   |  | 5722-PT1-5911 |  |               |  | PERFORMANCE TOOLS - MANAGER FOR PERFORMANCE TOOLS              
|1   |  | 5722-QU1      |  |               |  | QUERY                                                          
|1   |  | 5722-QU1-2924 |  |               |  | ENGLISH - US U/L SBCS (ENU) FOR QUERY                          
|9   |  | 5722-QU1-4001 |  |               |  | SW KEY 1ST MT DIGIT (FEATURE 4 FOR QUERY)                      
|4   |  | 5722-QU1-4002 |  |               |  | SW KEY 2ND MT DIGIT (FEATURE 4 FOR QUERY)                      



Page 2 of 6



---

EXHIBIT A

TO EQUIPMENT SCHEDULE NO. 04-X2

TO MASTER LEASE DATED AS OF AUGUST 1, 1998

BETWEEN USBANCORP OLIVER-ALLEN TECHNOLOGY LEASING, AS LESSOR

AND BARBEQUES GALORE, INC., AS LESSEE



|    |  |               |  |               |  |                                                         
|--- |  | ------------- |  | ------------- |  | --------------------------------------------------------
|Qty |  | Part Number   |  | Serial Number |  | Description                                             
|10  |  | 5722-QU1-4003 |  |               |  | SW KEY 3RD MT DIGIT (FEATURE 4 FOR QUERY)               
|6   |  | 5722-QU1-4004 |  |               |  | SW KEY 4TH MT DIGIT (FEATURE 4 FOR QUERY)               
|1   |  | 5722-QU1-4005 |  |               |  | SW KEY 1ST CPU DIGIT (FEATURE FOR QUERY)                
|10  |  | 5722-QU1-4006 |  |               |  | SW KEY 2ND CPU DIGIT (FEATURE FOR QUERY)                
|2   |  | 5722-QU1-4007 |  |               |  | SW KEY 3RD CPU DIGIT (FEATURE FOR QUERY)                
|14  |  | 5722-QU1-4008 |  |               |  | SW KEY 4TH CPU DIGIT (FEATURE FOR QUERY)                
|16  |  | 5722-QU1-4009 |  |               |  | SW KEY 5TH CPU DIGIT (FEATURE FOR QUERY)                
|12  |  | 5722-QU1-4010 |  |               |  | SW KEY 6TH CPU DIGIT (FEATURE FOR QUERY)                
|14  |  | 5722-QU1-4011 |  |               |  | SW KEY 7TH CPU DIGIT (FEATURE FOR QUERY)                
|1   |  | 5722-QU1-5819 |  |               |  | QUERY FOR QUERY                                         
|1   |  | 5722-SS1      |  |               |  | OPERATING SYSTEM/400                                    
|1   |  | 5722-SS1-1390 |  |               |  | OP/SYSTEM/400 MOD CHARGED W/HW FOR OPERATING SYSTEM/400 
|1   |  | 5722-SS1-2924 |  |               |  | ENGLISH - US U/L SBCS (ENU) FOR OPERATING SYSTEM/400    
|9   |  | 5722-SS1-4001 |  |               |  | SW KEY 1ST MT DIGIT (FEATURE 4 FOR OPERATING SYSTEM/400)
|4   |  | 5722-SS1-4002 |  |               |  | SW KEY 2ND MT DIGIT (FEATURE 4 FOR OPERATING SYSTEM/400)
|10  |  | 5722-SS1-4003 |  |               |  | SW KEY 3RD MT DIGIT (FEATURE 4 FOR OPERATING SYSTEM/400)
|6   |  | 5722-SS1-4004 |  |               |  | SW KEY 4TH MT DIGIT (FEATURE 4 FOR OPERATING SYSTEM/400)
|1   |  | 5722-SS1-4005 |  |               |  | SW KEY 1ST CPU DIGIT (FEATURE FOR OPERATING SYSTEM/400) 
|10  |  | 5722-SS1-4006 |  |               |  | SW KEY 2ND CPU DIGIT (FEATURE FOR OPERATING SYSTEM/400) 
|2   |  | 5722-SS1-4007 |  |               |  | SW KEY 3RD CPU DIGIT (FEATURE FOR OPERATING SYSTEM/400) 
|14  |  | 5722-SS1-4008 |  |               |  | SW KEY 4TH CPU DIGIT (FEATURE FOR OPERATING SYSTEM/400) 
|16  |  | 5722-SS1-4009 |  |               |  | SW KEY 5TH CPU DIGIT (FEATURE FOR OPERATING SYSTEM/400) 
|12  |  | 5722-SS1-4010 |  |               |  | SW KEY 6TH CPU DIGIT (FEATURE FOR OPERATING SYSTEM/400) 
|14  |  | 5722-SS1-4011 |  |               |  | SW KEY 7TH CPU DIGIT (FEATURE FOR OPERATING SYSTEM/400) 
|1   |  | 5722-SS1-5001 |  |               |  | START-UP PROCESSOR 1 FOR OPERATING SYSTEM/400           



Page 3 of 6



---

EXHIBIT A

TO EQUIPMENT SCHEDULE NO. 04-X2

TO MASTER LEASE DATED AS OF AUGUST 1, 1998

BETWEEN USBANCORP OLIVER-ALLEN TECHNOLOGY LEASING, AS LESSOR

AND BARBEQUES GALORE, INC., AS LESSEE



|    |  |               |  |               |  |                                                        
|--- |  | ------------- |  | ------------- |  | -------------------------------------------------------
|Qty |  | Part Number   |  | Serial Number |  | Description                                            
|1   |  | 5722-SS1-5819 |  |               |  | OPERATING SYSTEM/400 FOR OPERATING SYSTEM/400          
|1   |  | 5722-SS1-5916 |  |               |  | PSF/400 1-45 IPM PRINT SUP FOR OPERATING SYSTEM/400    
|1   |  | 5722-SS1-7000 |  |               |  | INFO CENTER, SETUP/OPS CD FOR OPERATING SYSTEM/400     
|1   |  | 5722-SS1-8002 |  |               |  | SW INSTALL & BCKUP/RECV PUBS FOR OPERATING SYSTEM/400  
|1   |  | 5722-ST1      |  |               |  | DB2 AND SQL DEV KIT                                    
|1   |  | 5722-ST1-0489 |  |               |  | DB2 AND SQL DEV KIT RGST,P10 FOR DB2 AND SQL DEV KIT   
|1   |  | 5722-ST1-2924 |  |               |  | ENGLISH - US U/L SBCS (ENU) FOR DB2 AND SQL DEV KIT    
|9   |  | 5722-ST1-4001 |  |               |  | SW KEY 1ST MT DIGIT (FEATURE 4 FOR DB2 AND SQL DEV KIT)
|4   |  | 5722-ST1-4002 |  |               |  | SW KEY 2ND MT DIGIT(FEATURE 4 FOR DB2 AND SQL DEV KIT) 
|10  |  | 5722-ST1-4003 |  |               |  | SW KEY 3RD MT DIGIT (FEATURE 4 FOR DB2 AND SQL DEV KIT)
|6   |  | 5722-ST1-4004 |  |               |  | SW KEY 4TH MT DIGIT (FEATURE 4 FOR DB2 AND SQL DEV KIT)
|1   |  | 5722-ST1-4005 |  |               |  | SW KEY 1ST CPU DIGIT (FEATURE FOR DB2 AND SQL DEV KIT) 
|10  |  | 5722-ST1-4006 |  |               |  | SW KEY 2ND CPU DIGIT (FEATURE FOR DB2 AND SQL DEV KIT) 
|2   |  | 5722-ST1-4007 |  |               |  | SW KEY 3RD CPU DIGIT (FEATURE FOR DB2 AND SQL DEV KIT) 
|14  |  | 5722-ST1-4008 |  |               |  | SW KEY 4TH CPU DIGIT (FEATURE FOR DB2 AND SQL DEV KIT) 
|16  |  | 5722-ST1-4009 |  |               |  | SW KEY 5TH CPU DIGIT (FEATURE FOR DB2 AND SQL DEV KIT) 
|12  |  | 5722-ST1-4010 |  |               |  | SW KEY 6TH CPU DIGIT (FEATURE FOR DB2 AND SQL DEV KIT) 
|14  |  | 5722-ST1-4011 |  |               |  | SW KEY 7TH CPU DIGIT (FEATURE FOR DB2 AND SQL DEV KIT) 
|1   |  | 5722-ST1-5819 |  |               |  | DB2 AND SQL DEV KIT FOR DB2 AND SQL DEV KIT            
|1   |  | 5722-WDS      |  |               |  | WDS/400                                                
|1   |  | 5722-WDS-2924 |  |               |  | ENGLISH - US U/L SBCS (ENU) FOR WDS/400                
|9   |  | 5722-WDS-4001 |  |               |  | SW KEY 1ST MT DIGIT (FEATURE 4 FOR WDS/400)            
|4   |  | 5722-WDS-4002 |  |               |  | SW KEY 2ND MT DIGIT (FEATURE 4 FOR WDS/400)            
|10  |  | 5722-WDS-4003 |  |               |  | SW KEY 3RD MT DIGIT (FEATURE 4 FOR WDS/400)            
|6   |  | 5722-WDS-4004 |  |               |  | SW KEY 4TH MT DIGIT (FEATURE 4 FOR WDS/400)            



Page 4 of 6



---

EXHIBIT A

TO EQUIPMENT SCHEDULE NO. 04-X2

TO MASTER LEASE DATED AS OF AUGUST 1, 1998

BETWEEN USBANCORP OLIVER-ALLEN TECHNOLOGY LEASING, AS LESSOR

AND BARBEQUES GALORE, INC., AS LESSEE



|    |  |               |  |               |  |                                                  
|--- |  | ------------- |  | ------------- |  | -------------------------------------------------
|Qty |  | Part Number   |  | Serial Number |  | Description                                      
|1   |  | 5722-WDS-4005 |  |               |  | SW KEY 1ST CPU DIGIT (FEATURE FOR WDS/400)       
|10  |  | 5722-WDS-4006 |  |               |  | SW KEY 2ND CPU DIGIT (FEATURE FOR WDS/400)       
|2   |  | 5722-WDS-4007 |  |               |  | SW KEY 3RD CPU DIGIT (FEATURE FOR WDS/400)       
|14  |  | 5722-WDS-4008 |  |               |  | SW KEY 4TH CPU DIGIT (FEATURE FOR WDS/400)       
|16  |  | 5722-WDS-4009 |  |               |  | SW KEY 5TH CPU DIGIT (FEATURE FOR WDS/400)       
|12  |  | 5722-WDS-4010 |  |               |  | SW KEY 6TH CPU DIGIT (FEATURE FOR WDS/400)       
|14  |  | 5722-WDS-4011 |  |               |  | SW KEY 7TH CPU DIGIT (FEATURE FOR WDS/400)       
|1   |  | 5722-WDS-5819 |  |               |  | WDS/400 FOR WDS/400                              
|1   |  | 5722-WDS-5911 |  |               |  | TOOLS - APPL DEV MANAGER FOR WDS/400             
|1   |  | 5722-WDS-5912 |  |               |  | TOOLS - APPL DICT SERVICES FOR WDS/400           
|1   |  | 5722-WDS-5913 |  |               |  | WDSC STANDARD ED FOR-WDS/400                     
|1   |  | 5722-XW1      |  |               |  | ISERIES ACCESS                                   
|1   |  | 5722-XW1-2924 |  |               |  | ENGLISH - US U/L SBCS (ENU) FOR ISERIES ACCESS   
|9   |  | 5722-XW1-4001 |  |               |  | SW KEY 1ST MT DIGIT (FEATURE 4 FOR ISERIES ACCESS
|4   |  | 5722-XW1-4002 |  |               |  | SW KEY 2ND MT DIGIT (FEATURE 4 FOR ISERIES ACCESS
|10  |  | 5722-XW1-4003 |  |               |  | SW KEY 3RD MT DIGIT (FEATURE 4 FOR ISERIES ACCESS
|6   |  | 5722-XW1-4004 |  |               |  | SW KEY 4TH MT DIGIT (FEATURE 4 FOR ISERIES ACCESS
|1   |  | 5722-XW1-4005 |  |               |  | SW KEY 1ST CPU DIGIT (FEATURE FOR ISERIES ACCESS 
|10  |  | 5722-XW1-4006 |  |               |  | SW KEY 2ND CPU DIGIT (FEATURE FOR ISERIES ACCESS 
|2   |  | 5722-XW1-4007 |  |               |  | SW KEY 3RD CPU DIGIT (FEATURE FOR ISERIES ACCESS 
|14  |  | 5722-XW1-4008 |  |               |  | SW KEY 4TH CPU DIGIT (FEATURE FOR ISERIES ACCESS 
|16  |  | 5722-XW1-4009 |  |               |  | SW KEY 5TH CPU DIGIT (FEATURE FOR ISERIES ACCESS 
|12  |  | 5722-XW1-4010 |  |               |  | SW KEY 6TH CPU DIGIT (FEATURE FOR ISERIES ACCESS 
|14  |  | 5722-XW1-4011 |  |               |  | SW KEY 7TH CPU DIGIT (FEATURE FOR ISERIES ACCESS 
|1   |  | 5722-XW1-5719 |  |               |  | ISERIES ACCESS USER FOR ISERIES ACCESS           
|1   |  | 5733-AB6      |  |               |  | APPL SERVER-EXPRESS 1 YR                         



Page 5 of 6



---

EXHIBIT A

TO EQUIPMENT SCHEDULE NO. 04-X2

TO MASTER LEASE DATED AS OF AUGUST 1, 1998

BETWEEN USBANCORP OLIVER-ALLEN TECHNOLOGY LEASING, AS LESSOR

AND BARBEQUES GALORE, INC., AS LESSEE



|    |  |               |  |               |  |                                                               
|--- |  | ------------- |  | ------------- |  | --------------------------------------------------------------
|Qty |  | Part Number   |  | Serial Number |  | Description                                                   
|1   |  | 5733-A86-4645 |  |               |  | APPL SERVE P/PROC SWMA NC RGST FOR APPL SERVER-EXPRESS 1 YR   
|1   |  | 5733-A94      |  |               |  | MAINT FOR DB2 UDB WG SVR                                      
|5   |  | 5733-A94-4717 |  |               |  | INCL WITH ENT EDITION FOR MAINT FOR DB2 UDB WG SVR            
|1   |  | 5733-LD1      |  |               |  | DB2 UDB WG SVRED FOR LINUX                                    
|1   |  | 5733-LD1-2924 |  |               |  | ENGLISH U/L SBCS PRIMARY FOR DB2 UDB WG SVRED FOR LINUX       
|5   |  | 5733-LD1-4718 |  |               |  | INCL WITH ENT EDITION FOR DB2 UDB WG SVRED FOR LINUX          
|1   |  | 5733-LD1-5809 |  |               |  | DB2 UDB WORKGRP SERVED LINUX FOR DB2 UDB WG SVRED FOR LINUX   
|1   |  | 5733-SU3      |  |               |  | SWMA - 3 YR - SUB COMPONENT                                   
|1   |  | 5733-SU3-2924 |  |               |  | ENGLISH - US U/L SBCS (ENU) FOR SWMA - 3 YR - SUB COMPONENT   
|1   |  | 5733-SU3-4604 |  |               |  | SW SUB 3 YR PG P10 SWSUB3YRGRN FOR SWMA - 3 YR - SUB COMPONENT
|1   |  | 5733-SU3-5809 |  |               |  | SW SUB 3 YR RENEWABLE FOR SWMA - 3 YR - SUB COMPONENT         
|1   |  | 5733-SX3      |  |               |  | SWMA - 3 YR - SUP COMPONENT                                   
|1   |  | 5733-SX3-2924 |  |               |  | ENGLISH - US U/L SBCS (ENU) FOR SWMA - 3 YR - SUP COMPONENT   
|1   |  | 5733-SX3-3876 |  |               |  | SWSPT 3-YEA PG P10 SWSPT3YRGRN FOR SWMA - 3 YR - SUP COMPONENT
|1   |  | 5733-SX3-4687 |  |               |  | SWSPT PG P10 SWSPT3YRGRN 24X7 FOR SWMA - 3 YR - SUP COMPONENT 
|1   |  | 5733-SX3-5809 |  |               |  | SW SUPPORT 3-YEAR RENEWABLE FOR SWMA - 3 YR - SUP COMPONENT   



Equipment Location:



Barbeques Galore, Inc.

10 Orchard Road, Suite 200

Lake Forest, CA 92630



Page 6 of 6



---

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OLIVER-ALLEN TECHNOLOGY LEASING



RIDER NO. 01



PURCHASE AGREEMENT



TO EQUIPMENT SCHEDULE NO. 04-X2

TO MASTER LEASE DATED AS OF AUGUST 1, 1998

BETWEEN U.S. BANCORP OLIVER-ALLEN TECHNOLOGY LEASING (LESSOR)

AND BARBEQUES GALORE, INC. (LESSEE)



This Rider is issued pursuant to the Equipment Schedule and Master Lease
identified above. All of the terms, conditions, representations and warranties of the Equipment Schedule and Master Lease are hereby incorporated herein and made a part hereof with the exception of the following:



|A) | PURCHASE OPTION
|-- | ---------------



(i) Notwithstanding any provision contained in the Master Lease or the Schedule to the contrary, upon expiration of the lease term set forth in the
Schedule (the Initial Term) and payment by Lessee of all rentals set forth in the Schedule, and provided that no Event of Default (as defined in the Master Lease) shall have occurred and be continuing, Lessee, must purchase all of the
Lessors right, title and interest in and to all, but not less than all, of the equipment described in and covered by the Schedule (the Equipment) for a purchase price equal to the lesser of the Fair Market Value or twenty-thousand
and no/100 dollars ($20,000.00), Lessee shall notify Lessor in writing of Lessees intention to exercise such option at least ninety (90) days prior to the expiration of the Initial Term and shall deliver to Lessor on or before the expiration
of the Initial Term payment of the purchase price plus applicable taxes in cash or by certified or bank cashiers check.



Except as amended hereby, the Master Lease and the Schedule shall remain in full force and effect, and are in all respects ratified and affirmed.



|                                  |  |                                                        |  |        |  |                       
|--------------------------------- |  | ------------------------------------------------------ |  | ------ |  | ----------------------
|BARBEQUES GALORE, INC.  as Lessee |  | U.S. BANCORP OLIVER-ALLEN TECHNOLOGY LEASING as Lessor
|By:                               |  | /s/ Kevin Ralphs                                       |  | By:    |  | M. Peterson           
|Name                              |  | KEVIN RALPHS                                           |  | Name:  |  | Margaret Peterson     
|Title                             |  | C.F.O                                                  |  | Title: |  | Director of Operations



PURCHREN.AGM 1192



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SCHEDULE 4(h)



PERMITTED LIENS



|                                                 |  |                                     |  |                         |  |                                              |  |                                   |  |                  |  |       
|------------------------------------------------ |  | ----------------------------------- |  | ----------------------- |  | -------------------------------------------- |  | --------------------------------- |  | ---------------- |  | ------
|Debtor Name                                      |  | Jurisdiction                        |  | File No. and Date       |  | Secured Party                                |  | Collateral                        |  | Search Thru Date |  | Status
|STATE OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE
|                                                 |  |                                     |  |                         |  |                                             
|BARBEQUES GALORE, INC.                           |  | SOS, CA (UCC, Tax Liens, Judgments) |  | 200001260686 1-6-00     |  | Canon Financial Services, Inc.               |  | Lease filing (specific equipment) |  |                  |  |       
|                                                 |  |                                     |  |                         |  |                                             
|                                                 |  |                                     |  | 200014060524 5-15-00    |  | Oliver Allen Corporation                     |  | Lease filing (specific equipment) |  |                  |  |       
|                                                 |  |                                     |  |                         |  |                                             
|                                                 |  |                                     |  | 200018760563 6/28/00    |  | Crown Credit Co.                             |  | Lift                              |  |                  |  |       
|                                                 |  |                                     |  |                         |  |                                             
|                                                 |  |                                     |  | 200021760413 7-31-00    |  | Crown Credit Company                         |  | Lift                              |  |                  |  |       
|                                                 |  |                                     |  |                         |  |                                             
|                                                 |  |                                     |  | 200025161297 8-29-00    |  | Crown Credit Company                         |  | Lift                              |  |                  |  |       
|                                                 |  |                                     |  |                         |  |                                             
|                                                 |  |                                     |  | 200028060628 9-27-00    |  | US Bancorp Oliver Allen Technology Leasing   |  | Lease filing (specific equipment) |  |                  |  |       
|                                                 |  |                                     |  |                         |  |                                             
|                                                 |  |                                     |  | 200119360095 7-6-01     |  | Canon Financial Services, Inc.               |  | Lease filing (specific equipment) |  |                  |  |       
|                                                 |  |                                     |  |                         |  |                                             
|                                                 |  |                                     |  | 200214260754 5-21-02    |  | U.S. Bancorp Oliver Allen Technology Leasing |  | Lease filing (specific equipment) |  |                  |  |       
|                                                 |  |                                     |  |                         |  |                                             
|                                                 |  |                                     |  | 200227760059 10-3-02    |  | Crown Credit Company                         |  | Lift                              |  |                  |  |       
|                                                 |  |                                     |  |                         |  |                                             
|                                                 |  |                                     |  | 200227760101 10-3-02    |  | Crown Credit Company                         |  | Lift                              |  |                  |  |       
|                                                 |  |                                     |  |                         |  |                                             
|                                                 |  |                                     |  | 200227760112 10-3-02    |  | Crown Credit Company                         |  | Lift                              |  |                  |  |       
|                                                 |  |                                     |  |                         |  |                                             
|                                                 |  |                                     |  | 200228860931 10-11-02   |  | Crown Credit Company                         |  | Lift                              |  |                  |  |       
|                                                 |  |                                     |  |                         |  |                                             
|                                                 |  |                                     |  | 200415760518 05/25/2004 |  | Canon Financial Services, Inc.               |  | Specific equipment.               |  |                  |  |       
|                                                
|STATES OF OTHER COLLATERAL LOCATIONS            
|                                                 |  |                                     |  |                         |  |                                             
|BARBEQUES GALORE, INC.                           |  | SOS, AZ (UCC, Tax Liens)            |  | 10525370 2-5-99         |  | ANZ Capel Court Limited                      |  | Blanket                           |  |                  |  |       



BNFY 173910v4



---

|                       |  |                          |  |                          |  |                                |  |                    |  |                  |  |       
|---------------------- |  | ------------------------ |  | ------------------------ |  | ------------------------------ |  | ------------------ |  | ---------------- |  | ------
|Debtor Name            |  | Jurisdiction             |  | File No. and Date        |  | Secured Party                  |  | Collateral         |  | Search Thru Date |  | Status
|                       |  |                          |  | 11530600 12-19-00        |  | Sunwest Appliance Distributing |  | Consignment filing |  |                  |  |       
|                       |  |                          |  |                          |  |                               
|BARBEQUES GALORE, INC. |  | DA&T, MD (UCC)           |  | 00391000000474 72 2/5/99 |  | ANZ Capel Court Limited        |  | Blanket            |  | 11/01/2004       |  |       
|                       |  |                          |  |                          |  |                               
|                       |  | SOS, NC (UCC, Tax Liens) |  | 20000047701 5-9-00       |  | Crown Credit Company           |  | Lift               |  | 11/04/2004       |  |       
|                       |  |                          |  |                          |  |                               
|                       |  |                          |  | 20000058351 6-8-00       |  | Crown Credit Company           |  | Lift               |  |                  |  |       
|                       |  |                          |  |                          |  |                               
|                       |  |                          |  | 20000075291 7-27-00      |  | Crown Credit Company           |  | Lift               |  |                  |  |       
|                       |  |                          |  |                          |  |                               
|                       |  |                          |  | 20000077963 8-3-00       |  | Crown Credit Company           |  | Lift               |  |                  |  |       



BNFY 173910v4



---

SCHEDULE 4(I)



PERMITTED PAYMENTS



|                                                                                                                           |  |   |             
|-------------------------------------------------------------------------------------------------------------------------- |  | - | ------------
|Redemption of Preferred Stock held by Galore Group (International) Pty. Limited5,000,000 shares @ $1.00 par value          |  | $ | 5,000,000.00
|                                                                                                                           | 
|Repayment of working capital funds advanced by G.L.G. Australia Pty. Limited.                                              |  | $ | 1,500,000.00
|                                                                                                                           | 
|Repayment of funds advanced by G.L.G. Australia Pty. Limited for purposes ofacquiring the two franchised stores in Atlanta |  | $ | 500,000.00  
|                                                                                                                           |  |   |             
|                                                                                                                           | 
|Total                                                                                                                      |  | $ | 7,000,000.00
|                                                                                                                           |  |   |             



Remittance of these funds to:



G.L.G. Australia Pty. Limited.

ANZ Banking Group  Auburn Branch

Auburn, NSW Australia

BSB #012-220

FBO: Galore Group (International) Pty. Ltd., and G.L.G.
Australia Pty. Ltd.

Acct. #775 383 684



---

SCHEDULE 6.1



FINANCING STATEMENT JURISDICTIONS; CONSIGNED GOODS



|                                         |  |     |  |                                     
|---------------------------------------- |  | --- |  | ------------------------------------
|Financing Statement and Fixture Filings: |  | (a) |  | State of California San Diego County
|                                         |  |    
|                                         |  | (b) |  | State of California San Diego County
|                                         |  |    
|Consigned Goods:                         |  | (a) |  | None reported by Borrower           
|                                         |  |    
|                                         |  | (b) |  | None reported by Borrower           



BNFY 173910v4