EXHIBIT 10.25







                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT


                                     BETWEEN


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


                                       AND


                  ____________________________________________


                  ____________________________________________
                              NAME OF FRANCHISEE(S)

                  ____________________________________________
                                 STREET ADDRESS

                  ____________________________________________
                               CITY STATE ZIP CODE

                  ____________________________________________
                                  PHONE NUMBER


                              AUTHORIZED LOCATION:

                  ____________________________________________
                                     STREET

                  ____________________________________________
                  CITY               STATE            ZIP CODE




                                 EFFECTIVE DATE:

                  ____________________________________________
                             (To be completed by us)


CONFIDENTIAL
(C) 2006 Buffalo Wild Wings International, Inc.
<PAGE>


<TABLE>
<CAPTION>


                                                         --TABLE OF CONTENTS--

                                                BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT

SECTION                                                                                                          PAGE

<S>                                                                                                              <C>
1.       DEFINITIONS..............................................................................................1

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

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

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

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

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

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

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

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

10.      YOUR OTHER OBLIGATIONS; NONCOMPETE COVENANTS............................................................21

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

12.      DISPUTE RESOLUTION......................................................................................27

13.      DEFAULT AND TERMINATION.................................................................................28

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

15.      GENERAL PROVISIONS......................................................................................31


         APPENDICES

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

<PAGE>


                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT


This  Franchise  Agreement is made this ____ day of  ____________,  200_ between
BUFFALO WILD WINGS  INTERNATIONAL,  INC., an Ohio corporation with its principal
business located at 1600 Utica Avenue South, Suite 700,  Minneapolis,  Minnesota
55416     ("we"    or    "us"),     and     __________________________,     a(n)
______________________      whose     principal      business     address     is
__________________________________________   ("franchisee"  or  "you").  If  the
franchisee is a corporation,  partnership,  limited  liability  company or other
legal entity, certain provisions to this Agreement also apply to its owners.

                                                               RECITALS

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

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

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

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

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

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

                                   DEFINITIONS

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

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

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

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

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

                                       1
<PAGE>

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

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

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

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

                                GRANT OF LICENSE

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

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

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

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

                                       2
<PAGE>

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

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

                  We and  our  affiliates  have  the  right  to  offer,  sell or
         distribute,  within  and  outside  the  Designated  Area,  any  frozen,
         pre-packaged  items or other products or services  associated  with the
         System (now or in the future) or identified by the  Trademarks,  or any
         other trademarks,  service marks or trade names,  except for Prohibited
         Items (as defined below), through any distribution channels or methods,
         without  compensation to any franchisee.  The distribution  channels or
         methods  include,  without  limitation,  grocery  stores,  club stores,
         convenience  stores,   wholesale,   hospitals,   clinics,  health  care
         facilities,  business or industry locations (e.g.  manufacturing  site,
         office building), military installations,  military commissaries or the
         internet (or any other existing or future form of electronic commerce).
         The Prohibited  Items are the following  items that we will not sell in
         the Designated Area through other distribution channels or methods: any
         retail food service Menu Items that are cooked or prepared to be served
         to the end user or  customer  for  consumption  at the retail  location
         (unless  sold  at  the  limited   seating   facilities   referenced  in
         subparagraph (i) of the paragraph  above).  For example,  chicken wings
         cooked and served to customers at a grocery store or convenience  store
         would be a  Prohibited  Item,  but the sale of frozen  or  pre-packaged
         chicken  wings at a  grocery  store  or  convenience  store  would be a
         permitted form of distribution in the Designated Area.

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

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

                                       3
<PAGE>

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

                      TRADEMARK STANDARDS AND REQUIREMENTS

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

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

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

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

                                       4
<PAGE>

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

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

                                TERM AND RENEWAL

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

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

                  B. Renewal Term and Conditions of Renewal.  You may renew your
         license for two renewal terms, (the first renewal term is 10 years; the
         second  renewal  term is 5 years),  provided  that with respect to each
         renewal: (i) you have given us written notice of your decision to renew
         at least 6 months  but not more than 12 months  prior to the end of the
         expiring  term;  (ii)  you  sign  our  then-current  form of  franchise
         agreement   (modified  to  reflect  no  additional  renewal  term  upon
         expiration  and  other  modifications  to  reflect  that the  agreement
         relates to the grant of a renewal),  the terms of which may differ from
         this  Agreement,  including  higher  fees  and a  modification  to  the
         Designated Area (although in no event will the revised  Designated Area
         have a residential  population of the lesser of approximately 30,000 to
         40,000 or the  residential  population that existed as of the Effective
         Date);  (iii) you have complied with the provisions of subparagraph 5.E
         regarding   modernization   and  you  perform  any  further   items  of
         modernization  and/or  replacement  of the  building,  premises,  trade
         dress, equipment and grounds as may be necessary for your Restaurant to
         conform to the  standards  then  applicable  to new BUFFALO  WILD WINGS
         restaurants,  regardless  of the  cost  of such  modernizations  and/or
         replacements,  unless  we  determine  that  you  should  relocate  your
         Restaurant  because  your  Authorized  Location  no  longer  meets  our
         then-current  site criteria,  in which case you must comply with the 90
         and 270 day relocation  requirements of subparagraph  5.D; (iv) you are
         not in default of this Agreement or any other  agreement  pertaining to
         the  franchise  granted,  have  satisfied  all  monetary  and  material
         obligations on a timely basis during the term and are in good standing;
         (v) if leasing the  Restaurant  premises (and not subject to relocation
         under  (iii)  above),  you have  renewed  the lease  and have  provided
         written  proof of your ability to remain in  possession of the premises
         throughout the renewal  period;  (vi) you comply with our  then-current
         training requirements;  (vii) you pay us, at least 30 days prior to the
         end of the expiring  term, a renewal fee in the amount of $20,000;  and
         (viii) you and your Principal  Owners and guarantors  execute a general
         release of claims in a form we prescribe.

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

                                       5
<PAGE>

                       FACILITY STANDARDS AND MAINTENANCE

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

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

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

                  In the event that you plan to enter into any type of lease for
         the  Restaurant  premises,  you and your  landlord  must sign the Lease
         Addendum  attached  as Appendix  C. We  recommend  you submit the Lease
         Addendum to the  landlord  at the  beginning  of your lease  review and
         negotiation,  although  the  terms  of the  Lease  Addendum  may not be
         negotiated  without our prior approval.  If the landlord requires us to
         negotiate the Lease Addendum, we reserve the right to charge you a fee,
         which will not exceed our actual costs associated with the negotiation.
         You must  provide us a copy of the  executed  lease and Lease  Addendum
         within  5 days of its  execution.  We have  no  responsibility  for the
         lease; it is your sole responsibility to evaluate,  negotiate and enter
         into the lease for the Restaurant premises.

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

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

                  Without  limiting the generality of the prior  paragraph,  you
         must  promptly  after   obtaining   possession  of  the  site  for  the
         Restaurant:   (i)  retain  the  services  of  one  of  our   designated
         architects;  and (ii) retain the services of a general  contractor  and


                                       6
<PAGE>

         audio/visual equipment providers and installers, each of whom must have
         successfully  gone through our  application  process or otherwise  been
         approved by us in writing (although if this Agreement is for your first
         BUFFALO WILD WINGS  restaurant or if you or any of your affiliates have
         failed to timely  open any  other  BUFFALO  WILD  WINGS  restaurant  in
         accordance with the terms of any franchise  agreement with us, you must
         use one of our designated general contractors); (iii) have prepared and
         submitted for our approval a site survey and basic  architectural plans
         and specifications  (not for construction)  consistent with our general
         atmosphere,  image, color scheme and ambience requirements as set forth
         from time to time in the  manuals for a BUFFALO  WILD WINGS  restaurant
         (including  requirements for dimensions,  exterior  design,  materials,
         interior design and layout, equipment,  fixtures,  furniture, signs and
         decorating);  (iv) purchase or lease and then, in the  construction  of
         the Restaurant,  use only the approved building  materials,  equipment,
         fixtures, audio visual equipment, furniture and signs; (v) complete the
         construction and/or remodeling, equipment, fixtures, furniture and sign
         installation  and  decorating  of the  Restaurant  in full  and  strict
         compliance with plans and  specifications we approve and all applicable
         ordinances,   building  codes  and  permit  requirements   without  any
         unauthorized alterations;  (vi) obtain all customary contractors' sworn
         statements  and partial and final waiver obtain all necessary  permits,
         licenses  and  architectural  seals and comply  with  applicable  legal
         requirements relating to the building,  signs,  equipment and premises,
         including, but not limited to, the Americans With Disabilities Act; and
         (vii)  obtain and  maintain  all  required  zoning  changes,  building,
         utility, health,  sanitation,  liquor and sign permits and licenses and
         any other required  permits and licenses (if this Agreement is for your
         first  BUFFALO WILD WINGS  restaurant  or if in any previous  franchise
         agreement executed between you or any of your affiliates and us, you or
         any of your  affiliates  have not met your  obligations  regarding  the
         build out of any  previous  BUFFALO  WILD  WINGS  restaurant,  you must
         retain the services of a company  specialized  in assisting  restaurant
         operators during the construction  process to assist you in submitting,
         processing,  monitoring  and obtaining in a timely manner all necessary
         construction  documents,   licenses  and  permits  and  to  advise  you
         throughout  the   construction   of  your   Restaurant).   It  is  your
         responsibility to comply with the foregoing conditions.

                  If this is not your first  BUFFALO WILD WINGS  restaurant  and
         you have opened all others on a timely  basis,  you may request that we
         approve  a  general  contractor  that  is not on our  current  list  of
         approved suppliers.  You must pay us a $5,000 processing fee to process
         your request to qualify the general contractor. You, your affiliates or
         your  Principal  Owners,  or any  person  related  to,  or  any  entity
         controlled by your Principal Owners may not be your general  contractor
         unless  you have  requested  our  approval,  you have  paid the  $5,000
         qualification processing fee, and we have approved your request. If you
         have signed an Area  Development  Agreement for 8 or more  restaurants,
         you also may request  approval of an architect  that is not on our list
         of approved  suppliers.  The architect will be required to attend a two
         day  training  session at our  Minneapolis  headquarters,  at a cost of
         $7,500.

                  If   you    want    to   use   an    audio/visual    equipment
         provider/installer  who  is  not  on our  list  of  approved  suppliers
         (whether it is for your first or any subsequent  restaurant),  you must
         pay  us or  our  designated  third  party  $250  for  any  audio/visual
         equipment provider/installer that you submit for our qualification. You
         also must pay a bid  review fee of $150 and a final  inspection  fee of
         $500 for audio/visual  related services (in addition to travel expenses
         of the  inspector),  regardless of whether you use a newly  approved or
         previously approved audio/visual  provider and installer.  Your general
         contractor  may  not  be  your  audio/visual   equipment  provider  and
         installer.

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

                  You must begin substantial  construction  (site work,  utility
         infrastructure  and building  erection) of the  Restaurant at least 150
         days before the deadline to open the Restaurant if the Restaurant  will
         be in a free standing location or at least 120 days before the deadline
         to open the Restaurant if the Restaurant will be in a non-free standing
         location.  You must  provide  us weekly  development  and  construction
         reports in the form we  designate  from the date you begin  development
         until the date you open the Restaurant.  For instance, you must contact
         us  weekly  and   provide   checklists   and  digital   photos   during
         construction.  In  addition,  on  or  before  the  deadlines  to  start
         construction  you  must  submit  to us  executed  copies  of  any  loan
         documents  and any other  document  that proves  that you have  secured
         adequate  financing to complete the  construction  of the Restaurant by
         the  date  you  are  obligated  to  have  the  Restaurant  open  and in
         operation.  In the  event  that you fail to  begin  construction  or to
         secure financing pursuant to this paragraph,  we will have the right to
         terminate  this  Agreement  without  opportunity  to cure  pursuant  to
         subparagraph 13.B.2.

                                       7
<PAGE>

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

                  D.   Relocation.   If  you  need  to   relocate   because   of
         condemnation,  destruction, or expiration or cancellation of your lease
         for reasons  other than your breach,  we will grant you authority to do
         so at a site  acceptable  to us that is within  your  Designated  Area;
         provided  that (i) the new site has been  evaluated by the  proprietary
         site evaluator software that has been developed by GeoVue,  Inc. (or by
         the proprietary  site evaluation  system then being used by us) and you
         have paid the $400 evaluation fee, provided, that you must purchase the
         rights  to have at least 3 sites  evaluated  unless we  determine  your
         trade area does not require 3  evaluations;  (ii) we have  consented in
         writing to the new site; (iii) the new Restaurant is under construction
         within 90 days after you discontinue operation of the Restaurant at the
         Authorized Location;  and (iv) the new Restaurant is open and operating
         within 270 days after  construction  commences,  all in accordance with
         our then-current  standards.  If you voluntarily decide to relocate the
         Restaurant, your right to relocate the Restaurant will be void and your
         interest in this Agreement will be  voluntarily  abandoned,  unless you
         have given us notice of your intent to  relocate  not less than 60 days
         prior to closing  the  Restaurant,  have  procured a site that has been
         evaluated by the  proprietary  site  evaluator  software  that has been
         developed by GeoVue, Inc. (or by the proprietary site evaluation system
         then being used by us) and accepted by us within 60 days after  closing
         the prior  Restaurant,  have  opened the new  Restaurant  for  business
         within 180 days of such closure and complied with any other  conditions
         that we reasonably  require.  You must pay the costs of any relocation,
         and we reserve the right to charge you for any reasonable costs that we
         incur.

                  In the event your  Restaurant  is destroyed or damaged and you
         repair the Restaurant at the Authorized  Location (rather than relocate
         the  Restaurant),  you must  repair and reopen  the  Restaurant  at the
         Authorized  Location in accordance with our then-current  standards for
         the destroyed or damaged area within 270 days of the date of occurrence
         of the destruction or damage.

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

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

                                       8
<PAGE>

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

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

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

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

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

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

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

               PRODUCTS AND OPERATIONS STANDARDS AND REQUIREMENTS

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

                                       9
<PAGE>

                  A.  Authorized  Menu.  Your  business  must be confined to the
         preparation  and  sale of only  such  Menu  Items  and  other  food and
         beverage  products as we designate  and approve in writing from time to
         time for sale by your  Restaurant.  You must  offer  for sale  from the
         Restaurant  all items and only  those  items  listed as Menu  Items and
         other  approved  food and  beverage  products.  You must offer the full
         Authorized Menu during all hours of operation, although you may offer a
         limited  selection  of food  Menu  Items  during  the last hour if your
         Restaurant  is open past  midnight  and in excess of 12 hours  during a
         day. We have the right to make  modifications  to these items from time
         to time,  and you agree to comply with any  modifications.  You may not
         offer or sell any other product or service at the  Authorized  Location
         without our prior written consent.

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

                  C.  Approved  Supplies and  Suppliers.  We will furnish to you
         from time to time lists of approved supplies or approved suppliers. You
         must  only  use  approved  products,  services,  inventory,  equipment,
         fixtures, furnishings, signs, advertising materials,  trademarked items
         and  novelties,  and other items or services  (collectively,  "approved
         supplies") in connection with the design, construction and operation of
         the  Restaurant  as set forth in the  approved  supplies  and  approved
         suppliers lists, as we may amend from time to time.  Although we do not
         do so for every item,  we have the right to approve  the  manufacturer,
         distributor and/or supplier of approved supplies and in some instances,
         require  that you use  designated  sources or  suppliers.  Along with a
         number of other  approval  criteria,  to be an approved  supplier,  the
         supplier must have the ability to provide the product  and/or  service,
         on a national basis, to at least 80% of the then existing  Restaurants.
         You  acknowledge and agree that certain  approved  supplies may only be
         available from one source, and we or our affiliates may be that source.
         All inventory, products, materials and other items and supplies used in
         the operation of the  Restaurant  that are not included in the approved
         supplies or approved suppliers lists must conform to the specifications
         and  standards we  establish  from time to time.  ALTHOUGH  APPROVED OR
         DESIGNATED BY US, WE AND OUR AFFILIATES  MAKE NO WARRANTY AND EXPRESSLY
         DISCLAIM ALL WARRANTIES,  INCLUDING  WARRANTIES OF MERCHANTABILITY  AND
         FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO SERVICES, PRODUCTS,
         EQUIPMENT  (INCLUDING,   WITHOUT  LIMITATION,   ANY  REQUIRED  COMPUTER
         SYSTEMS), SUPPLIES,  FIXTURES,  FURNISHINGS OR OTHER APPROVED ITEMS. IN
         ADDITION,  WE DISCLAIM ANY  LIABILITY  ARISING OUT OF OR IN  CONNECTION
         WITH THE  SERVICES  RENDERED  OR  PRODUCTS  FURNISHED  BY ANY  SUPPLIER
         APPROVED OR  DESIGNATED BY US. OUR APPROVAL OR CONSENT TO ANY SERVICES,
         GOODS, SUPPLIERS, OR ANY OTHER INDIVIDUAL, ENTITY OR ANY ITEM SHALL NOT
         CREATE ANY LIABILITY TO US.

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


                                       10
<PAGE>

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

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

                  G. Evaluations.  We or our authorized  representative have the
         right to enter  your  Restaurant  at all  reasonable  times  during the
         business  day for the  purpose of making  periodic  evaluations  and to
         ascertain if the  provisions of this  Agreement  are being  observed by
         you, to inspect and evaluate your building, land and equipment,  and to
         test,  sample,  inspect and evaluate  your  supplies,  ingredients  and
         products,  as well as the storage,  preparation and formulation and the
         conditions of sanitation and  cleanliness  in the storage,  production,
         handling  and  serving.  If we  determine  that  any  condition  in the
         Restaurant  presents a threat to customers or public  health or safety,
         we may take whatever  measures we deem necessary,  including  requiring
         you to immediately close the Restaurant until the situation is remedied
         to our  satisfaction.  Our  inspections  and  evaluations may include a
         "mystery shopper" program from time to time throughout the term of this
         Agreement. We hire various vendors who send the "mystery shoppers" into
         the BUFFALO WILD WINGS restaurants.  If you fail an evaluation by us or
         by a mystery  shopper or if we receive a specific  customer  complaint,
         you  must pay for the  mystery  shopper(s)  we send to your  Restaurant
         (until the issue is  resolved  to our  satisfaction).  The  current fee
         charged by the vendors is approximately  $100 fee per visit,  which you
         must  pay  directly  to the  vendor.  The fee per  visit  includes  the
         reimbursement  of the tab paid by the  mystery  shopper  for the  items
         consumed at your  Restaurant  and,  therefore,  the actual fee for each
         visit will vary.

                  H. Period of Operation.  Subject to any contrary  requirements
         of local law, your Restaurant must be opened to the public and operated
         with the full  Authorized  Menu at least 12 hours each day of the year,
         although  you have the  option to close  your  Restaurant,  with  prior
         notification to us, 5 days per year,  although never 2 consecutive days
         (with the exception of Christmas Eve and Christmas  Day).  Any variance
         from  this  provision  must  be  authorized  by  us  in  writing.   You
         acknowledge and agree that if your Restaurant is closed for a period of
         2 consecutive days or 5 or more days in any 12-month period without our
         prior  written  consent,   such  closure   constitutes  your  voluntary
         abandonment  of the  franchise  and business and we have the right,  in
         addition to other  remedies  provided  for herein,  to  terminate  this
         Agreement. Acts of force majeure, as defined in subparagraph 16.M cause
         preventing  you  temporarily  from  complying  with the foregoing  will
         suspend compliance for the duration of such interference.

                  I.  Operating  Procedures.  You  must  adopt  and  use as your
         continuing  operational routine the required standards,  service style,
         procedures,  techniques and management systems described in our manuals
         or other  written  materials  relating  to product  preparation,  menu,
         storage,  uniforms,  financial  management,   equipment,  facility  and
         sanitation. We will revise the manuals and these standards, procedures,
         techniques  and  management  systems   periodically  to  meet  changing
         conditions  of retail  operation  in the best  interest of  restaurants
         operating under the Trademarks. Any required standards exist to protect
         our interests in the System and the  Trademarks and not for the purpose
         of establishing  any control or duty to take control over those matters
         that are reserved to you. You must use your best efforts to promote and
         increase  the sales and  service of Menu Items and to effect the widest
         and best possible distribution throughout the Designated Area.

                                       11
<PAGE>

                  You  acknowledge  having  received  one copy of the manuals on
         loan from us for the term of this Agreement.  You acknowledge and agree
         that the manuals and other system  communications may only be available
         on the internet or other online or computer communications. The manuals
         at all times  are our sole  property.  You must at all times  treat the
         manuals,  and the information they contain, as secret and confidential,
         and must use all  reasonable  efforts to maintain such  information  as
         secret and  confidential.  We may from time to time revise the contents
         of the  manuals  and you  expressly  agree to  comply  with each new or
         changed requirement. You must at all times ensure that your copy of the
         manuals  are  kept  current  and up to  date,  and in the  event of any
         dispute as to the  contents  of said  manuals,  the terms of the master
         copy of the manuals that we maintain are controlling.

                  J. Confidential  Information.  You, the Principal Owners,  the
         Unit General Manager, your guarantors,  officers,  directors,  members,
         managers,  partners,  employees or agents,  or any other  individual or
         entity  related to, or controlled  by, you may not,  during the term of
         this Agreement or thereafter,  disclose,  copy, reproduce,  sell or use
         any  such  information  in any  other  business  or in any  manner  not
         specifically  authorized  or  approved  in advance in writing by us any
         Confidential Information. For purposes of this Agreement, "Confidential
         Information"  means the whole or any  portion of  know-how,  knowledge,
         methods,  specifications,  processes,  procedures  and/or  improvements
         regarding the business that is valuable and secret in the sense that it
         is  not  generally   known  to  our  competitors  and  any  proprietary
         information  contained in the manuals or otherwise  communicated to you
         in  writing,  verbally  or  through  the  internet  or other  online or
         computer communications, and any other knowledge or know-how concerning
         the methods of operation of the  Restaurant,  as well as the content of
         this Agreement and any other document  executed in connection with this
         Agreement.  Any and all Confidential  Information,  including,  without
         limitation,  proprietary ingredients, sauces and mixes, secret formulas
         and recipes, methods,  procedures,  suggested pricing,  specifications,
         processes,  materials,  techniques  and other data, may not be used for
         any purpose other than  operating the  Restaurant.  We may require that
         you  obtain  nondisclosure  and  confidentiality  agreements  in a form
         satisfactory  to us from any persons owning a minority  interest in the
         franchisee,  the Principal  Owners,  the Unit General Manager and other
         key employees.  You must provide executed copies of these agreements to
         us upon our request.  Notwithstanding the foregoing, you are authorized
         to disclose  the terms of this  Agreement to any lender  providing  you
         financing for the Restaurant as well as to your landlord.

                  K.  Vending  Services.  If  you  install  or  maintain  on the
         premises any newspaper  racks,  video games,  jukeboxes,  gum machines,
         games,  rides,  vending machines,  or other similar devices that do not
         meet  with  our  approval,  you must  remove  them  within 3 days  from
         receiving  written  notice  from us.  Pool  tables,  cigarette  vending
         machines,  gambling  and  gaming  machines  or games of chance  are not
         allowed.  Any income from vending  services in the Restaurant or on its
         premises,  regardless of which person or entity collects the money, and
         regardless  of  whether we  authorized  you to  install  them,  must be
         included  in  Gross  Sales  for   purposes  of  your  Royalty  Fee  and
         Advertising  Fee.  Upon our written  approval,  the money  derived from
         services provided by charitable  organizations or services that are for
         customer convenience,  such as pay phones or cash machines, will not be
         included in Gross Sales.

                  L.  Catering  and  Delivery  Services.  If you  want to  offer
         catering or delivery  service to  customers,  you must obtain our prior
         written approval, which we will not withhold unreasonably,  although we
         reserve the right to require you to offer catering service to customers
         located within the Designated  Area. Any catering or delivery  services
         must meet our  written  standards.  You also must charge the same price
         for products offered by the Restaurant  whether delivered or catered by
         or sold  in the  Restaurant.  Any  income  from  catering  or  delivery
         services  must be included in Gross Sales for  purposes of your Royalty
         Fee and Advertising Fee.

                  M. Compliance with Law; Licenses and Permits.  You must at all
         times maintain your premises and conduct your Restaurant  operations in
         compliance with all applicable laws, regulations, codes and ordinances.
         You must secure and maintain in force all required licenses,  including
         a liquor license that permits  alcohol sales 7 days a week (full liquor
         Monday through Saturday and either full liquor or at least beer only on
         Sundays), permits and certificates relating to your Restaurant. If your
         Restaurant  is open and  operating  and a change  occurs in  applicable
         state or local law that does not permit  liquor  sales on  Sundays,  it
         will not be deemed a breach of this Agreement. In the event your liquor
         license is suspended or revoked,  in addition to our right to terminate
         this Agreement  pursuant to subparagraph  13.B, we reserve the right to
         charge you the Royalty  Fee on the Gross Sales you would have  received
         on the  lost  liquor  sales  during  the  license  suspension.  We will
         estimate  the Gross Sales based on the prior year's Gross Sales for the
         suspension period.

                                       12
<PAGE>

                  You  acknowledge  that  you are an  independent  business  and
         responsible for control and management of your  Restaurant,  including,
         but not limited to, the hiring and  discharging  of your  employees and
         setting  and  paying  wages  and  benefits  of  your   employees.   You
         acknowledge  that we have no  power,  responsibility  or  liability  in
         respect  to the  hiring,  discharging,  setting  and paying of wages or
         related matters.

                  You  must  immediately  notify  us in  writing  of any  claim,
         litigation or  proceeding  that arises from or affects the operation or
         financial  condition of your BUFFALO WILD WINGS business or Restaurant,
         including  any  notices of health  code  violations  or liquor  license
         violations.

                  N.  Participation  in  Internet  Web  Sites  or  Other  Online
         Communications.  You must, at your expense,  participate in our BUFFALO
         WILD  WINGS  web site on the  internet,  our  intranet  system or other
         online communications as we may require. For instance,  you must submit
         to us daily reports via our intranet  system,  as further  described in
         subparagraph 9.H. We have the right to determine the content and use of
         our web site and  intranet  system and will  establish  the rules under
         which  franchisees  may or must  participate.  You  may not  separately
         register  any  domain  name   containing  any  of  the  Trademarks  nor
         participate in any web site that markets goods and services  similar to
         a BUFFALO WILD WINGS  restaurant.  We retain all rights relating to our
         web site and intranet system and may alter or terminate our web site or
         intranet  system.  Your  general  conduct on our web site and  intranet
         system or other online  communications and specifically your use of the
         Trademarks  or any  advertising  is subject to the  provisions  of this
         Agreement.  You acknowledge  that certain  information  related to your
         participation  in our web site or  intranet  system  may be  considered
         Confidential  Information,  including  access codes and  identification
         codes.  Your right to participate in our web site and intranet  system,
         or  otherwise  use the  Trademarks  or System on the  internet or other
         online  communications,  will terminate when this Agreement  expires or
         terminates.

                  O. System  Modifications.  You  acknowledge  and agree that we
         have the right to modify,  add to or rescind any requirement,  standard
         or  specification  that we prescribe  under this Agreement to adapt the
         System  to  changing  conditions  competitive  circumstances,  business
         strategies,  business practices and technological innovations and other
         changes  as  we  deem   appropriate.   You  must   comply   with  these
         modifications, additions or rescissions at your expense, subject to the
         requirements of subparagraph 5.E and any other express  limitations set
         forth in this Agreement.

                  P. Suggested Pricing Policies. We may, from time to time, make
         suggestions   to  you   with   regard   to   your   pricing   policies.
         Notwithstanding any suggestions,  you have the sole and exclusive right
         as to the  minimum  prices you charge for the  services  offered at the
         Restaurant.  We retain  the  right to  establish  maximum  prices to be
         charged by you for sales  promotions,  subject to subparagraph  8.F, or
         otherwise. Any list or schedule of prices we furnish to you may, unless
         otherwise  specifically stated as to the maximum price, be treated as a
         recommendation  only  and  failure  to  accept  or  implement  any such
         suggestion will not in any way affect the relationship  between you and
         us.

                       PERSONNEL AND SUPERVISION STANDARDS

         7. The  following  provisions  and  conditions  control with respect to
personnel, training and supervision:

                  A.  Supervision.  You must  have a Control  Person  and a Unit
         General Manager that meet our standards and qualifications at all times
         during the term of this Agreement. Your Control Person and Unit General
         Manager must attend and successfully complete all required training, as
         set forth in  subparagraphs  7.B - E. Should any actions (or inactions)
         of your Control Person or Unit General  Manager cause the individual to
         fail to meet our standards and  qualifications or should the action (or
         inaction)  bring or tend to bring any of the Trademarks  into disrepute
         or impair or tend to impair your or your Restaurant's reputation or the
         goodwill of the  Trademarks,  your Restaurant or the BUFFALO WILD WINGS
         system,  we have the right to  require  that you  replace  the  Control
         Person  or Unit  General  Manager  with an  individual  who  meets  our
         standards and qualifications  within 30 days. Any new Control Person or
         Unit General Manager must attend and successfully complete our training
         requirements  immediately  after being  appointed  by you.  The Control
         Person and Unit  General  Manager  must ensure that the  Restaurant  is
         operated in accordance with the terms and conditions of this Agreement,
         although this in no way relieves you of your responsibilities to do so.
         Your Control Person also must be readily and continuously  available to
         us. In addition to the Control  Person and your Unit  General  Manager,
         you must have at least two  assistant  managers at all times during the
         term of this Agreement.

                                       13
<PAGE>

                  B. Training. You must, at your expense, comply with all of the
         training  requirements  we prescribe for the Restaurant to be developed
         under this Agreement.  The Control Person, the Unit General Manager and
         at least  one of your  assistant  managers  must  attend  training  and
         complete training to our satisfaction  (such that at all times you have
         3 trained managers for your Restaurant).  All replacement managers must
         complete training to our satisfaction, and must begin training within 6
         weeks of the time of hire. The training requirements may vary depending
         on our  assessment of the  experience of the Control  Person,  the Unit
         General Manager and the assistant managers or other factors specific to
         the  Restaurant.  In the event you are given  notice of  default as set
         forth in subparagraphs 13.A and B and the default relates,  in whole or
         in part, to your failure to meet any operational standards, we have the
         right to require as a  condition  of curing the default  that you,  the
         Control Person, the Unit General Manager and the assistant managers, at
         your  expense,  comply with the  additional  training  requirements  we
         prescribe.  Any new Control Person or Unit General  Manager must comply
         with our training  requirements.  Under no circumstances may you permit
         management  of the  Restaurant's  operations  by a  person  who has not
         successfully  completed to our reasonable  satisfaction  all applicable
         training we require.

                  C. Ongoing  Training.  We may require the Control Person,  the
         Unit General Manager, the assistant managers and other key employees of
         the  Restaurant  to attend,  at your expense,  ongoing  training at our
         training  facility,  the  Authorized  Location  or  other  location  we
         designate.  In addition,  we may develop and require you to purchase an
         in-restaurant training program.

                  D. Staffing.  You will employ a sufficient number of competent
         and trained  employees to ensure  efficient  service to your customers.
         You must require all your employees to work in clean uniforms  approved
         by us, but  furnished  at your cost or the  employees'  cost as you may
         determine.  No  employee  of yours will be deemed to be an  employee of
         ours for any purpose whatsoever.

                  E.  Attendance  at Meetings.  You and the Control  Person must
         attend, at your expense,  all annual franchise  conventions we may hold
         or  sponsor  and all  meetings  relating  to new  products  or  product
         preparation   procedures,   new  operational  procedures  or  programs,
         training,  restaurant management,  sales or sales promotion, or similar
         topics.  If you or the Control  Person are not able to attend a meeting
         or convention,  you must notify us prior to the meeting and must have a
         substitute  person  acceptable  to us attend the meeting.  In addition,
         your Unit General  Manager(s) must attend the annual  training  meeting
         for Unit  General  Managers  that we may hold or  sponsor,  at your own
         expense.  We reserve the right to require  that you and/or your Control
         Person attend any additional  meetings that we deem  appropriate  under
         special circumstances,  provided however, that we will not require more
         than one  additional  meeting  every year and we will give you  written
         notice of any such meeting at least 10 days prior to the meeting.

                                   ADVERTISING

         8. You agree to actively  promote your  Restaurant,  to abide by all of
our advertising requirements and to comply with the following provisions:

                  A. Advertising  Fund. You must pay to us an Advertising Fee as
         set forth in subparagraph  9.C. All Advertising  Fees will be placed in
         an  Advertising  Fund that we own and manage.  On behalf of our company
         and affiliate owned restaurants  (except for "Special Sites"),  we will
         pay  the  same  Advertising  Fee  as  similarly   situated   franchised
         restaurants  (based  on age and type of  location)  in the  same  local
         marketing area. The Advertising  Fund is not a trust or escrow account,
         and we have no fiduciary  obligation to franchisees with respect to the
         Advertising Fund;  provided,  however, we will make a good faith effort
         to expend  such fees in a manner  that we  determine  is in the general
         best  interests  of the  System.  We have the  right to  determine  the
         expenditures  of the amounts  collected  and the methods of  marketing,
         advertising,  media  employed and  contents,  terms and  conditions  of
         marketing  campaigns and promotional  programs.  Because of the methods
         used, we are not required to spend a prorated amount on each restaurant
         or in each advertising  market. We have the right to make disbursements
         from the Advertising Fund for expenses  incurred in connection with the
         cost of formulating, developing and implementing marketing, advertising
         and promotional campaigns. The disbursements may include payments to us
         for the  expense  of  administering  the  Advertising  Fund,  including
         accounting  expenses and salaries  and benefits  paid to our  employees
         engaged in the advertising functions. If requested, we will provide you
         an  annual  unaudited  statement  of  the  financial  condition  of the
         Advertising Fund.

                                       14
<PAGE>

                  B. Required Local Expenditures. You must use your best efforts
         to promote and advertise the  Restaurant  and  participate in any local
         marketing and  promotional  programs we establish from time to time. In
         addition to the Advertising Fee, you are required to spend 1/2% of your
         Gross  Sales  on  approved  local  marketing  and  promotion.  Upon our
         request,  you must provide us with  itemization  and proof of marketing
         and an accounting of the monies that you have spent for approved  local
         marketing.  If you fail to make the required  expenditure,  we have the
         right to collect and contribute the deficiency to the Advertising Fund.

                  C.  Approved  Materials.  You must use only  such  advertising
         materials (including any print, radio, television, electronic, or other
         media  forms that may become  available  in the  future) as we furnish,
         approve or make  available,  and the  materials  must be used only in a
         manner that we prescribe.  Furthermore,  any promotional activities you
         conduct  in  the  Restaurant  or on its  premises  are  subject  to our
         approval.  We will not  unreasonably  withhold  approval  of any  sales
         promotion  materials or media and  activities;  provided  that they are
         current,  in good  condition,  in good taste and accurately  depict the
         Trademarks.  Any point-of-sale  posters or other promotional  materials
         used  by you  must  be  current  and in  good  condition.  We may  make
         available at a reasonable  cost to you annually or at other  reasonable
         intervals,  a sales  promotion  kit  containing  new  (or  replacement)
         point-of-sale and other promotional materials.

                  D.  Advertising  Cooperatives.  We have the right to designate
         local  advertising  markets and if designated,  you must participate in
         and contribute to the cooperative advertising and marketing programs in
         your designated  local  advertising  market.  If established,  you must
         contribute  the 1/2% of Gross Sales you are  required to spend on local
         marketing  and promotion to the local  cooperative.  If,  however,  the
         cooperative votes to spend a percentage greater than 1/2% per location,
         you must  contribute such amount.  Each BUFFALO WILD WINGS  restaurant,
         including  those  operated by us, our parent  company or our affiliates
         (except Special Sites) within a designated local  advertising area is a
         member of the local advertising cooperative and each restaurant has one
         vote on all matters requiring a vote. Each advertising cooperative will
         be required to adopt governing  bylaws that meet our approval.  We will
         provide  each  advertising  cooperative  with a sample  form of bylaws,
         containing  certain terms and conditions that we require,  although the
         bylaws can not modify the voting structure set forth in this paragraph.
         You will be required to contribute to the cooperative the percentage as
         designated by a majority vote of the  cooperative  members.  We reserve
         the right to administer the advertising cooperatives' funds and require
         payment  from  its  members  via   electronic   funds   transfer.   The
         contribution  amount  designated  by  the  cooperative  must  be  on  a
         percentage  of Gross  Sales  basis and per  Restaurant,  and must be at
         least 1/2%. The members of each  cooperative and their elected officers
         will  be  responsible  for  the   administration   of  the  advertising
         cooperative. Each advertising cooperative must engage the services of a
         professional  advertising  agency or media  buyer  that  meets with our
         approval  and  has  expertise  in the  industry  and in the  particular
         market.   Further,   you  must  obtain  our  written  approval  of  all
         promotional and  advertising  materials,  creative  execution and media
         schedules prior to their implementation.  Each advertising  cooperative
         will be required to prepare annual financial statements,  which must be
         made  available  to all  members  of  the  cooperative  and to us  upon
         request.  Also,  each  advertising  cooperative  must  submit to us its
         meeting  minutes  upon  our  request.  We have  the  right  to  require
         advertising cooperatives to be formed, changed, dissolved or merged.

                  E.  Telephone  Directory  Listing.  You must  place a separate
         listing,  or participate in a joint listing, in the primary yellow page
         directory  serving  the  geographic  area in which your  Restaurant  is
         located.  The  listing  must  contain  such copy and  proper use of the
         Trademarks  as we specify.  The cost of the listing must be paid by you
         or,  in the case of a joint  listing,  by you and  other  participating
         BUFFALO  WILD WINGS  restaurants.  Your cost to advertise in the yellow
         pages as we direct will be  included as part of your local  advertising
         requirements   under   subparagraph   8.B.   We  will  not  specify  an
         unreasonably  expensive  listing;  we  may,  however,  require  you  to
         advertise in more than one local telephone directory.

                  F. Participation in Certain Programs and Promotions.  You must
         participate in all required  advertising  and  promotional  programs we
         establish.  If the promotional  program involves  alcohol,  or any Menu
         Item that is listed on the then current BUFFALO WILD WINGS printed menu
         (excluding any inserts), we may suggest, but will not require, that you
         offer the item at a price lower than the every day menu price. You must
         use and honor only system-wide gift cards, certificates and checks that
         we designate and you must obtain all certificates, cards or checks from
         an approved supplier. We have developed a gift card program and require
         that you sign the  Participation  Agreement  attached as Appendix E. At
         the time of termination  or expiration,  or the transfer of your rights
         under this  Agreement,  you must pay all amounts  owed by you under the
         Participation  Agreement,  including those amounts from purchased,  but
         unredeemed, gift cards.

                                       15
<PAGE>

                  G. New Restaurant Opening Promotion.  You must conduct certain
         advertising  and public  relations  activities in  connection  with the
         opening of your Restaurant. We require you to spend, in addition to the
         required local advertising  contribution  described above,  $12,500 for
         such opening  activities,  which must be spent within the 45 days prior
         or 45 days following the opening of your  Restaurant,  unless otherwise
         approved by us. In addition,  you must perform opening  advertising and
         promotions  as  required  by this  paragraph  every  time  that you (i)
         relocate the Restaurant or (ii) reopen the  Restaurant  after having it
         closed for 30 days or more.  Upon our  request,  you must provide to us
         proof of these expenditures. We have the right, but not the obligation,
         to collect and administer these funds on your behalf.

                        FEES, REPORTING AND AUDIT RIGHTS

         9. You must pay the fees described  below and comply with the following
provisions:

                  A. Initial  Franchise Fee. You must pay to us a  nonrefundable
         Initial Franchise Fee of $________.  The Initial Franchise Fee, payable
         in full on the date you sign this Agreement, is earned upon receipt and
         is in consideration  for our expenses incurred and services rendered in
         granting you the franchise rights.

                  B.  Royalty  Fee. In addition  to the Initial  Franchise  Fee,
         during  the full term of this  Agreement  and in  consideration  of the
         rights  granted to you, you must pay to us as a weekly Royalty Fee. The
         Royalty  Fee for the first half of the initial  term of this  Agreement
         shall be an amount equal to 5% of Gross Sales.  The Royalty Fee for the
         second half of the initial  term of this  Agreement  shall be an amount
         equal to the  greater of (i) 5% of Gross  Sales or (ii) the Royalty Fee
         being charged by us under our form of franchise agreement being used by
         us at any  time  during  the  second  half of the  initial  term of the
         Agreement (or, if no form of franchise agreement is being used by us on
         such date, the Royalty Fee being charged by us under our latest form of
         franchise  agreement),  provided  that  the  Royalty  Fee  may  not  be
         increased  by more than 1/2% at any time during the initial term of the
         Agreement.  The amount of the Royalty Fee for any renewal term shall be
         that  provided in the  franchise  agreement  executed  for such renewal
         term.

                  C.  Advertising  Fee. You must pay to us a weekly  Advertising
         Fee in an amount  equal to 3% of Gross  Sales.  We reserve the right to
         increase this percentage upon 60 days written notice to you,  provided,
         however, that we may not increase the Advertising Fee by more than 1/2%
         per  year  and that the  Advertising  Fee  will not  exceed  4% for the
         initial term of this Agreement.  These fees are not held by us in trust
         and become our property to be spent in accordance  with  Paragraph 8 of
         this Agreement.

                  D.  Computations  and  Remittances.  Except  for  the  Initial
         Franchise Fee, you must compute all amounts due and owing at the end of
         each week's operation and remittance for the amounts must be made to us
         on or before Friday of the following  week,  accompanied by the reports
         required by subparagraph 9.H of this Agreement. We reserve the right to
         change the reporting  day of the week for any or all amounts.  You must
         certify  the  computation  of the  amounts  in the  manner  and form we
         specify,  and you must  supply to us any  supporting  or  supplementary
         materials  as  we   reasonably   require  to  verify  the  accuracy  of
         remittances.  You waive any and all  existing  and  future  claims  and
         offsets against any amounts due under this Agreement, which amounts you
         must pay when due.  We have the  right to apply or cause to be  applied
         against  amounts due to us or any of our affiliates any amounts that we
         or our  affiliates may hold from time to time on your behalf or that we
         or our  affiliates  owe to you.  Further,  if you are delinquent in the
         payment of any amounts  owed to us, we have the right to require you to
         prepay estimated Royalty Fees and Advertising Fees.

                  E. Electronic  Transfer of Funds.  You must sign an electronic
         transfer of funds  authorization,  attached as Appendix D, to authorize
         and   direct   your  bank  or   financial   institution   to   transfer
         electronically,  on a weekly  basis,  directly  to our  account  or our
         affiliates'  and to charge to your account all amounts due to us or our
         affiliates.  You must maintain a balance in your account  sufficient to
         allow us and our  affiliates  to collect the amounts owed when due. You
         are  responsible  for any  penalties,  fines or other similar  expenses
         associated with the transfer of funds described in this subparagraph.

                                       16
<PAGE>

                  F. Interest  Charges;  Late Fees. Any and all amounts that you
         owe to us or to our  affiliates  will bear  interest at the rate of 18%
         per  annum  or the  maximum  contract  rate of  interest  permitted  by
         governing law,  whichever is less,  from and after the date of accrual.
         In addition to interest charges on late Royalty Fee and Advertising Fee
         payments,  you  must  pay to us a  service  charge  of  $150  for  each
         delinquent report or payment that you owe to us under this Agreement. A
         payment is delinquent for any of the following  reasons:  (i) we do not
         receive  the  payment  on or  before  the date due;  or (ii)  there are
         insufficient funds in your bank account to collect the total payment by
         a transfer of funds on or after the date due. The service charge is not
         interest  or a  penalty,  it is only  to  compensate  us for  increased
         administrative and management costs due to late payment.

                  G. Financial  Planning and  Management.  You must record daily
         all sales on a cash  register  tape or  similar  device.  You must keep
         books and  records  and  submit  reports  as we  periodically  require,
         including  but not limited to a monthly  profit plan,  monthly  balance
         sheet and monthly  statement of profit and loss,  records of prices and
         special sales,  check  registers,  purchase  records,  invoices,  sales
         summaries  and  inventories,  sales tax  records and  returns,  payroll
         records,  cash disbursement  journals and general ledger,  all of which
         accurately  reflect the  operations  and  condition of your  Restaurant
         operations.  You must compile, keep and submit to us the books, records
         and  reports  on the forms and using the  methods  of  bookkeeping  and
         accounting as we periodically  may prescribe.  The records that you are
         required to keep for your Restaurant must include detailed daily sales,
         cost of sales, and other relevant records or information  maintained in
         an electronic media format and methodology we approve. You must provide
         this  information to us according to reporting  formats,  methodologies
         and time  schedules  that we establish from time to time. You also must
         preserve and retain the books, records and reports for not less than 36
         months.  You must allow us electronic  and manual access to any and all
         records relating to your Restaurant.

                  H.  Reports and Audit.  You must submit your Gross Sales daily
         via our  intranet  system.  You must  verify the  accuracy of the Gross
         Sales  figure by Tuesday  at  midnight  of each week for the  preceding
         week. Within 10 days after the end of each month, you must submit to us
         a report with respect to the preceding  calendar  month in the form and
         content as we periodically prescribe.  The report must include, but not
         be limited to, the following  information for the preceding  month: (i)
         amount of Gross Sales and gross receipts of the  Restaurant,  amount of
         sales tax and the  computation  of the Royalty Fee and the  Advertising
         Fee; (ii)  quantities of products  purchased and the sources from which
         each were  obtained;  (iii) if we  request,  copies of your most recent
         sales tax return,  monthly sales summary and monthly  balance sheet and
         statement  of profit  and loss,  including  a summary of your costs for
         utilities,  labor, rent and other material cost items (iv) if requested
         by us to verify your Gross Sales,  all such books and records as we may
         require under our audit policies  published from time to time. You also
         must,  at your  expense,  submit to us within 90 days  after the end of
         each fiscal year a detailed  balance  sheet,  profit and loss statement
         and  statement  of cash  flows for such  fiscal  year,  prepared  on an
         accrual basis including all adjustments necessary for fair presentation
         of the financial  statements.  We may require that the annual financial
         statements  be  reviewed  by a certified  public  accountant.  You must
         certify all reports to be true and correct.  You  acknowledge and agree
         that we have the right to impose these  requirements  on you regardless
         of whether we impose the same requirement on our other franchisees.

                  We or our  authorized  representative  have  the  right at all
         times during the  business  day to enter the premises  where your books
         and records  relative to the Restaurant are kept and to evaluate,  copy
         and audit  such  books and  records.  We also have the right to request
         information from your suppliers and vendors. In the event that any such
         evaluation  or audit  reveals any  understatement  of your Gross Sales,
         Royalty  Fees or  Advertising  Fees or a variance of 1.25% or more from
         data  reported  to us in respect to any other item that is  material to
         the  computation of fees or to the analysis of the operation,  you must
         pay for the audit,  and in addition to any other rights we may have, we
         have the right to conduct  further  periodic  audits and evaluations of
         your books and  records as we  reasonably  deem  necessary  for up to 3
         years thereafter and any further audits and evaluations will be at your
         sole expense, including, without limitation, professional fees, travel,
         and room and board expenses directly related thereto.  Furthermore,  if
         you intentionally  understate or underreport Gross Sales,  Royalty Fees
         or Advertising Fees at any time, or if a subsequent audit or evaluation
         conducted within the 3-year period reveals any  understatement  of your
         Gross Sales, Royalty Fees or Advertising Fees or a variance of 1.25% or
         more from data  reported  to us in  respect  to any other  item that is
         material  to  the  computation  of  fees  or to  the  analysis  of  the
         operation,  in  addition  to any other  remedies  provided  for in this
         Agreement,  at law or in equity,  we have the right to  terminate  this
         Agreement  immediately.  In order to verify  the  information  that you
         supply,  we have the  right  to  reconstruct  your  sales  through  the
         inventory  extension method or any other reasonable method of analyzing
         and reconstructing  sales. You agree to accept any such  reconstruction
         of sales unless you provide  evidence in a form  satisfactory  to us of
         your  sales  within a period  of 14 days  from  the date of  notice  of
         understatement  or variance.  You must fully  cooperate  with us or our
         representative in performing these activities and any expenses incurred
         by us from your lack of cooperation shall be reimbursed by you.

                                       17
<PAGE>

                  We  will  keep  your  financial  books,  records  and  reports
         confidential, unless the information is requested by tax authorities or
         used as part of a legal  proceeding  or in a  manner  as set  forth  in
         subparagraph  11.D.8 or where your  information is grouped with similar
         information  from other  restaurants  to produce  shared  results  like
         high-low  ranges or average gross sales or expenses on a system-wide or
         regional basis.

                  YOUR OTHER OBLIGATIONS; NONCOMPETE COVENANTS

         10. You agree to comply with the following terms and conditions:

                  A. Payment of Debts.  You agree to pay promptly  when due: (i)
         all payments, obligations,  assessments and taxes due and payable to us
         and our affiliates,  vendors,  suppliers,  lessors,  federal,  state or
         local governments,  or creditors in connection with your business; (ii)
         all liens and  encumbrances  of every  kind and  character  created  or
         placed upon or against any of the property used in connection  with the
         Restaurant or business;  and (iii) all accounts and other  indebtedness
         of every  kind  incurred  by you in the  conduct of the  Restaurant  or
         business.  In the event you default in making any such payment,  we are
         authorized,  but not  required,  to pay the same on your behalf and you
         agree promptly to reimburse us on demand for any such payment.

                  B. Indemnification. You hereby waive all claims against us for
         damages to property or injuries to persons arising out of the operation
         of your Restaurant.  You must fully protect,  indemnify and hold us and
         our owners, directors,  officers, insurers,  successors and assigns and
         our affiliates  harmless from and against any and all claims,  demands,
         damages and liabilities of any nature whatsoever arising in any manner,
         directly or indirectly,  out of or in connection  with or incidental to
         the operation of your Restaurant (regardless of cause or any concurrent
         or  contributing  fault or negligence of us or our  affiliates)  or any
         breach by you or your  failure to comply with the terms and  conditions
         of this  Agreement.  We also  reserve the right to select our own legal
         counsel to represent our  interests,  and you must reimburse us for all
         our costs and all attorneys' fees  immediately upon our request as they
         are incurred.

                  We hereby waive all claims against you for damages to property
         or injuries to persons  arising out of the  operation of our company or
         affiliate  owned  restaurants.  We must fully  protect,  indemnify  and
         defend you and your  affiliates and hold you and them harmless from and
         against any and all claims,  demands,  damages and  liabilities  of any
         nature whatsoever arising in any manner, directly or indirectly, out of
         or in connection  with or incidental to the operation of our company or
         affiliate owned  restaurants  (regardless of cause or any concurrent or
         contributing  fault or  negligence  of you) or any  breach by us or our
         failure to comply with the terms and conditions of this Agreement.

                  C. Insurance. You must purchase and maintain in full force and
         effect,  at your expense and from a company we accept,  insurance  that
         insures  both you and us,  our  affiliates  and any  other  persons  we
         designate by name. The insurance  policies must include,  at a minimum:
         (i)  special/causes  of loss coverage forms (sometimes called "All Risk
         coverage") on the Restaurant and all fixtures,  equipment, supplies and
         other property used in the operation of the Restaurant, for full repair
         and  replacement  value of the machinery,  equipment and  improvements,
         including full coverage for loss of income resulting from damage to the
         Restaurant without any co-insurance clause,  except that an appropriate
         deductible clause is permitted;  (ii) business  interruption  insurance
         covering a minimum 12 months loss of income, including coverage for our
         Royalty  Fees;  (iii)   comprehensive   general  liability   insurance,
         including  product  liability   insurance  and  contractual   liability
         insurance,  with  minimum  limits  of  $1,000,000  per  occurrence  and
         $2,000,000  aggregate;  (iv) liquor  liability  coverage  with  minimum
         limits of  $1,000,000  per  occurrence;  (v) "Per  Location"  aggregate
         limits  when  multiple  restaurant  locations  are  insured  under  one
         comprehensive   general   liability   policy  and/or  liquor  liability
         policy(ies);  (vi) automobile  liability  insurance,  including  owned,
         hired and non-owned  vehicle  coverage with a minimum  combined  single
         limit  of  $1,000,000  per  claim  (vii)  workers'   compensation   and
         employer's  liability  insurance  covering all of your employees (viii)
         umbrella  liability  insurance,  which also includes liquor  liability,
         employer's liability and automobile  liability,  with minimum limits of
         $2,000,000 per occurrence;  (ix) Buffalo Wild Wings, Inc., Buffalo Wild
         Wings International, Inc. and affiliates (collectively, "BWW Entities")
         as named additional insureds on all liability policies required by this
         subparagraph;  (x)  severability of interests or separation of insureds
         provisions must be included in the liability  policies and all policies
         must be primary and non-contributing  with any insurance policy carried
         by the BWW  Entities;  and (xi) any other such  insurance  coverages or
         amounts  as  required  by  law  or  other  agreement   related  to  the
         Restaurant.  The insurance  coverages  referenced in (iii),  (v), (vi),
         (vii), (viii), (ix); (x) and (xi) of this subparagraph must commence as
         of the date of this Agreement.  The insurance  coverages  referenced in
         (i)  and  (ii)  of  this  subparagraph  must  commence  as of the  date
         construction  begins at the Restaurant.  The liquor liability insurance
         referenced in (iv) of this subparagraph must commence no later than the
         date that liquor begins to arrive at the Restaurant site.

                                       18
<PAGE>

                  You must deliver to us at commencement and thereafter annually
         or at our request a proper certificate evidencing the existence of such
         insurance  coverage and your  compliance  with the  provisions  of this
         subparagraph.  The  insurance  certificate  must show our  status as an
         additional insured (as noted in (ix) above) and provide that we will be
         given  30  days'  prior  written  notice  of  material   change  in  or
         termination or cancellation  of the policy.  We also may request copies
         of all policies.  We may from time to time modify the required  minimum
         limits  (including  a  significant  increase  to  the  umbrella  policy
         referenced in (viii) above) and require additional insurance coverages,
         by providing written notice to you, as conditions  require,  to reflect
         changes in relevant circumstances,  industry standards,  experiences in
         the BUFFALO WILD WINGS system, standards of liability and higher damage
         awards.  If you do not  procure and  maintain  the  insurance  coverage
         required by this Agreement  (including any modifications  referenced in
         the preceding sentence), we have the right, but not the obligation,  to
         procure  insurance  coverage and to charge same to you, together with a
         reasonable  fee for the  expenses we incur in doing so,  payable by you
         immediately upon notice.

                  D.  Noncompete  Covenants.  You  agree  that you will  receive
         valuable training and Confidential Information that you otherwise would
         not receive or have access to but for the rights  licensed to you under
         this  Agreement.  You therefore  agree to the following  noncompetition
         covenants:

                           1. Unless otherwise specified, the term "you" as used
                  in  this   subparagraph   10.D  includes,   collectively   and
                  individually,  your  Control  Person,  all  Principal  Owners,
                  guarantors,  officers, directors, members, managers, partners,
                  as the case may be, and holders of any  ownership  interest in
                  you. We may require you to obtain from your Control Person and
                  other  individuals  identified  in the  preceding  sentence  a
                  signed non-compete agreement in a form satisfactory to us that
                  contains the non-compete provisions of this subparagraph 10.D.

                           2.  You  covenant   that  during  the  term  of  this
                  Agreement you will not,  either  directly or  indirectly,  for
                  yourself, or through, on behalf of, or in conjunction with any
                  person or entity, own, manage, operate,  maintain,  engage in,
                  consult  with or have any interest in any  restaurant  or food
                  business  other than one  authorized by this  Agreement or any
                  other  agreement  between  us  and  you,  except  if,  at  the
                  Effective  Date  of this  Agreement,  you  operate  or hold an
                  interest in a restaurant or food business  other than a casual
                  or fast casual restaurant. Under no circumstances may you be a
                  member of a franchisee advisory council,  committee,  board or
                  other similar group for a restaurant or food business,  unless
                  you receive our prior written approval.

                           3. You covenant  that you will not, for a period of 2
                  years after the expiration or  termination of this  Agreement,
                  regardless of the cause of  termination,  or within 2 years of
                  the sale of the  Restaurant  or any  interest  in you,  either
                  directly or indirectly,  for yourself,  or through,  on behalf
                  of, or in conjunction with any person or entity,  own, manage,
                  operate,  maintain,  engage  in,  consult  with  or  have  any
                  interest in (i) a casual or fast casual  restaurant that sells
                  or offers to dispense  prepared  food  products the same as or
                  similar  to the type sold in BUFFALO  WILD WINGS  restaurants;
                  (ii) a video  entertainment  oriented,  casual or fast  casual
                  restaurant   or  bar   business;   or   (iii)   any   business
                  establishment  that  sells  or  offers  to  dispense  prepared
                  chicken wings or legs:

                                       19
<PAGE>

                                    a. At the premises of the former Restaurant;

                                    b.  Within a  5-mile  radius  of the  former
                           Restaurant; or

                                    c. Within a 5-mile radius of the location of
                           any other  business or  restaurant  using the BUFFALO
                           WILD WINGS System,  whether franchised or owned by us
                           or our affiliates.

                  For  purposes  of this  subparagraph,  a  video  entertainment
                  oriented,  casual or fast casual restaurant or bar is one with
                  more than two  screens,  or any screen  larger than 21 inches,
                  available for the viewing of different events.

                           4. You agree that the  length of time in subpart  (3)
                  will be tolled for any period  during  which you are in breach
                  of the  covenants or any other period  during which we seek to
                  enforce  this  Agreement.  The parties  agree that each of the
                  foregoing  covenants  will be construed as  independent of any
                  other covenant or provision of this Agreement.

                              TRANSFER OF FRANCHISE

         11. You agree that the  following  provisions  govern any  transfer  or
proposed transfer:

                  A.  Transfers.  We  have  entered  into  this  Agreement  with
         specific  reliance  upon  your  financial  qualifications,  experience,
         skills  and  managerial   qualifications  as  being  essential  to  the
         satisfactory  operation of the Restaurant.  Consequently,  neither your
         interest in this  Agreement nor in the Restaurant may be transferred or
         assigned to or assumed by any other person or entity (the  "assignee"),
         in whole or in part,  unless you have first tendered to us the right of
         first refusal to acquire this Agreement in accordance with subparagraph
         11.F,  and, if we do not exercise such right,  unless our prior written
         consent is obtained, the transfer fee provided for in subparagraph 11.C
         is paid, and the transfer conditions described in subparagraph 11.D are
         satisfied.  Any  sale  (including  installment  sale),  lease,  pledge,
         management agreement, contract for deed, option agreement,  assignment,
         bequest,  gift or otherwise,  or any arrangement  pursuant to which you
         turn  over all or part of the  daily  operation  of the  business  to a
         person or entity who shares in the losses or profits of the business in
         a manner  other than as an employee  will be  considered a transfer for
         purposes of this  Agreement.  Specifically,  but without  limiting  the
         generality of the foregoing, the following events constitute a transfer
         and you must comply with the right of first refusal,  consent, transfer
         fee, and other transfer conditions in this Paragraph 11:

                           1.  Any  change  or  any  series  of  changes  in the
                  percentage  of  the  franchisee  entity  owned,   directly  or
                  indirectly,  by  any  Principal  Owner  which  results  in any
                  addition or deletion of any person or entity who  qualifies as
                  a Principal Owner;

                           2. Any change in the general  partner of a franchisee
                  that is a general, limited or other partnership entity; or

                           3. For purposes of this  subparagraph  11.A, a pledge
                  or  seizure  of  any  ownership  interests  in  you  or in any
                  Principal  Owner that affects the  ownership of 25% or more of
                  you or any  Principal  Owner,  which we have not  approved  in
                  advance in writing.

                  In the event of your  insolvency or the filing of any petition
         by or against you under any  provisions of any bankruptcy or insolvency
         law,  if your  legal  representative,  successor,  receiver  or trustee
         desires to succeed to your  interest in this  Agreement or the business
         conducted hereunder, such person first must notify us, tender the right
         of first refusal  provided for in  subparagraph  11.F, and if we do not
         exercise  such  right,  must apply for and  obtain  our  consent to the
         transfer,  pay the transfer fee provided for in subparagraph  11.C, and
         satisfy the transfer  conditions  described in  subparagraph  11.D.  In
         addition,  you or the assignee must pay the  attorneys'  fees and costs
         that we incur in any bankruptcy or insolvency  proceeding pertaining to
         you.

                                       20
<PAGE>

                  You  may  not  place  in,  on or  upon  the  location  of  the
         Restaurant,  or in any communication  media or any form of advertising,
         any  information  relating to the sale of the  Restaurant or the rights
         under this Agreement, without our prior written consent.

                  B. Consent to Transfer.  We will not unreasonably withhold our
         consent to transfer,  provided that all of the conditions  described in
         this Paragraph 11 have been satisfied. Application for our consent to a
         transfer  and  tender of the  right of first  refusal  provided  for in
         subparagraph 11.F must be made by submission of our form of application
         for consent to transfer,  which must be  accompanied  by the  documents
         (including a copy of the proposed purchase or other transfer agreement)
         or other required  information.  The application  must indicate whether
         you or a Principal Owner proposes to retain a security  interest in the
         property to be  transferred.  No security  interest  may be retained or
         created,  however,  without our prior  written  consent and except upon
         conditions  acceptable to us. Any agreement  used in connection  with a
         transfer shall be subject to our prior written approval, which approval
         will not be withheld  unreasonably.  You immediately  must notify us of
         any proposed  transfer and must submit  promptly to us the  application
         for  consent to  transfer.  Any  attempted  transfer by you without our
         prior written  consent or otherwise not in compliance with the terms of
         this  Agreement  will be void,  your interest in this Agreement will be
         voluntarily  abandoned,  and it will provide us with the right to elect
         either  to deem you in  default  and  terminate  this  Agreement  or to
         collect  from you and the  guarantors a transfer fee equal to two times
         the transfer fee provided for in subparagraph 11.C.

                  C.  Transfer  Fee.  You must pay to us a $12,500  transfer fee
         every time you submit an  application  for  consent  to  transfer.  The
         transfer fee must be  submitted at the time you submit the  application
         for consent to  transfer.  If the  transfer is part of a  simultaneous,
         multiple  restaurant  transfer,  the  transfer  fee will be modified as
         follows:  the transfer  fee for the first  restaurant  is $12,500,  the
         transfer fee for the second  through  tenth  restaurants  is $2,500 per
         restaurant,   with  no   additional   transfer  fee  beyond  the  tenth
         restaurant.  If,  however,  our costs and  expenses  in  reviewing  and
         processing  the  transfer,   including   attorneys'  fees,  exceed  the
         applicable transfer fee, then in addition to the transfer fee you agree
         to cover  those  additional  costs  and  expenses  up to  $10,000.  The
         transfer  fee is  nonrefundable  even if, for any reason,  the proposed
         transfer does not occur, in which case the transfer fee you paid us for
         the  failed  transfer  will  not be  applied  to any  future  attempted
         transfer.

                  D.  Conditions  of Transfer.  We condition  our consent to any
         proposed  transfer,   whether  to  an  individual,  a  corporation,   a
         partnership or any other entity upon the following:

                           1. Assignee Requirements.  The assignee must meet all
                  of  our  then-current   requirements  for  any  potential  new
                  franchisee at the time of the proposed transfer.

                           2. Payment of Amounts  Owed.  All amounts owed by you
                  to us or any of our affiliates, your suppliers or any landlord
                  for the Restaurant premises and Authorized  Location,  or upon
                  which  we  or  any  of  our  affiliates  have  any  contingent
                  liability must be paid in full.

                           3.  Reports.  You must  have  provided  all  required
                  reports to us in accordance with subparagraphs 9.G and H.

                           4.  Modernization.  You must have  complied  with the
                  provisions of subparagraph 5.E.

                           5. Guarantee.  In the case of an installment sale for
                  which  we  have  consented  to  you  or  any  Principal  Owner
                  retaining a security  interest or other financial  interest in
                  this  Agreement or the business  operated  thereunder,  you or
                  such Principal  Owner,  and the  guarantors,  are obligated to
                  guarantee the performance under this Agreement until the final
                  close  of the  installment  sale  or the  termination  of such
                  interest, as the case may be.

                           6. General  Release.  You, each  Principal  Owner and
                  each  guarantor  must sign a  general  release  of all  claims
                  arising out of or relating to this Agreement,  your Restaurant
                  or  the  parties'  business  relationship,   in  the  form  we
                  designate, releasing us and our affiliates.

                           7. Execution of Then Current Franchise Agreement. The
                  assignee executes our then-current form of franchise agreement
                  (modified  to reflect  that the term is only the  remainder of
                  the term  under  this  Agreement  and other  modifications  to
                  reflect that the agreement  relates to a transfer),  the terms
                  of which may differ from this Agreement, including higher fees
                  and modifications to the Designated Area (although in no event
                  will the revised Designated Area have a residential population
                  of  the  lesser  of  approximately  30,000  to  40,000  or the
                  residential population that existed as of the Effective Date).

                                       21
<PAGE>

                           8. Training. The assignee must, at your or assignee's
                  expense, comply with the training requirements of subparagraph
                  7.B.

                           9.  Financial  Reports and Data. We have the right to
                  require you to prepare and furnish to assignee  and/or us such
                  financial  reports and other data  relating to the  Restaurant
                  and its operations  reasonably  necessary or  appropriate  for
                  assignee and/or us to evaluate the Restaurant and the proposed
                  transfer.  You agree  that we have the  right to  confer  with
                  proposed   assignees   and  furnish   them  with   information
                  concerning the Restaurant and proposed  transfer without being
                  held liable to you, except for intentional  misstatements made
                  to an assignee.  Any  information  furnished by us to proposed
                  assignees is for the sole purpose of permitting  the assignees
                  to evaluate the Restaurant and proposed  transfer and must not
                  be  construed  in any manner or form  whatsoever  as  earnings
                  claims or claims of success or failure.

                           10. Other Franchise  Agreements.  You must be in full
                  compliance  with  all  your  obligations  under  any  and  all
                  Franchise Agreements and Area Development  Agreements executed
                  between you and us.

                           11. Other Conditions. You must have complied with any
                  other conditions that we reasonably  require from time to time
                  as  part  of  our  transfer   policies,   provided  that  such
                  conditions  will not be more  stringent  than  any  conditions
                  otherwise imposed on new franchisees  signing the then current
                  franchise agreement.

                  E. Death, Disability or Incapacity. If any individual who is a
         Principal  Owner  dies or becomes  disabled  or  incapacitated  and the
         decedent's   or   disabled   or   incapacitated    person's   heir   or
         successor-in-interest  wishes to continue as a  Principal  Owner,  such
         person or entity must apply for our consent  under  subparagraph  11.B,
         comply  with  the  training  requirements  of  subparagraph  7.B if the
         Principal  Owner  also  was the  Control  Person  (unless  the  heir or
         successor-in-interest  finds another  Principal Owner to qualify as the
         Control  Person),  pay the applicable  transfer fee under  subparagraph
         11.C, and satisfy the transfer  conditions under  subparagraph 11.D, as
         in any other  case of a proposed  transfer,  all within 180 days of the
         death or event of  disability  or  incapacity.  During  any  transition
         period to an heir or  successor-in-interest,  the Restaurant still must
         be  operated  in  accordance  with the  terms  and  conditions  of this
         Agreement. If the assignee of the decedent or disabled or incapacitated
         person is the spouse or child of such  person,  no transfer fee will be
         payable  to us and we will not have a right  of  first  refusal  as set
         forth in subparagraph 11.F.

                  F.  Right of First  Refusal.  If you  propose to  transfer  or
         assign this  Agreement or your interest  herein or in the business,  in
         whole or in part, to any third party,  including,  without  limitation,
         any  transfer   contemplated  by  subparagraph  11.E  or  any  transfer
         described in subparagraph 11.A, you first must offer to sell to us your
         interest  under the same terms.  In the event of a bona fide offer from
         such third  party,  you must  obtain from the  third-party  offeror and
         deliver to us a statement in writing, signed by the offeror and by you,
         of the terms of the offer. In the event the proposed  transfer  results
         from a change in control of the  franchisee or a Principal  Owner under
         subparagraphs  11.A.1 through 11.A.3,  or your insolvency or the filing
         of  any  petition  by or  against  you  under  any  provisions  of  any
         bankruptcy or  insolvency  law, you first must offer to sell to us your
         interest in this Agreement and the land, building, equipment, furniture
         and fixtures,  and any leasehold interest used in the operation of your
         Restaurant.  Unless  otherwise  agreed to in writing by us and you, the
         purchase  price for our  purchase  of assets in the event of a transfer
         that occurs by a change in control or insolvency  or bankruptcy  filing
         will be  established by a qualified  appraiser  selected by the parties
         and in accordance with the price  determination  formula established in
         subparagraph 14.B in connection with an asset purchase upon expiration.
         In addition,  unless  otherwise agreed to in writing by us and you, the
         transaction  documents,  which we will prepare, will be those customary
         for this  type of  transaction  and will  include  representations  and
         warranties then customary for this type of transaction.  If the parties
         cannot agree upon the  selection of such an  appraiser,  a Judge of the
         United States  District  Court for the District in which the Authorized
         Location is located will appoint one upon petition of either party.

                                       22
<PAGE>

                  You  or  your  legal  representative  must  deliver  to  us  a
         statement in writing incorporating the appraiser's report and all other
         information we have requested. We then have 45 days from our receipt of
         the statement  setting forth the  third-party  offer or the appraiser's
         report  and  other  requested   information  to  accept  the  offer  by
         delivering  written  notice of acceptance to you. Our acceptance of any
         right of first refusal will be on the same price and terms set forth in
         the statement delivered to us; provided,  however, we have the right to
         substitute  equivalent cash for any noncash  consideration  included in
         the offer. If we fail to accept the offer within the 45-day period, you
         will be free for 60 days  after such  period to effect the  disposition
         described in the statement delivered to us provided such transfer is in
         accordance  with this  Paragraph  11.  You may  effect no other sale or
         assignment  of  you,  this  Agreement  or the  business  without  first
         offering the same to us in accordance with this subparagraph 11.F.

                  G. Transfer to Immediate  Family  Members.  If the assignee is
         your spouse or child,  no transfer fee will be payable to us,  although
         you must reimburse us for our reasonable expenses,  in an amount not to
         exceed  $3,500.  Further,  if the transfer is to a spouse or child,  we
         will waive our right of first refusal  described in  subparagraph  11.F
         and will not  require  that the  individual  execute  the  then-current
         franchise  agreement,  as required by  subparagraph  11.D.E.  All other
         provisions  of this  Paragraph 11 apply in full force and effect to the
         type of transfer described in this subparagraph.

                  H.  Transfer  by Us. We have the right to sell or  assign,  in
         whole or in part, our interest in this Agreement.

                               DISPUTE RESOLUTION

         12. The following provisions apply with respect to dispute resolution:

                  A.  Arbitration;  Mediation.  Except as qualified  below,  any
         dispute  between  you and us or any of our or your  affiliates  arising
         under, out of, in connection with or in relation to this Agreement, any
         lease or  sublease  for the  Restaurant  or  Authorized  Location,  the
         parties'  relationship,  or the  business  must be submitted to binding
         arbitration under the authority of the Federal Arbitration Act and must
         be arbitrated in accordance with the then-current  rules and procedures
         and under the auspices of the  American  Arbitration  Association.  The
         arbitration must take place in Minneapolis, Minnesota, or at such other
         place as may be mutually agreeable to the parties. Any arbitration must
         be  resolved on an  individual  basis and not joined as part of a class
         action or the claims of other parties.  The arbitrators must follow the
         law and not disregard the terms of this Agreement.  The decision of the
         arbitrators  will be final and binding on all  parties to the  dispute;
         however, the arbitrators may not under any circumstances:  (i) stay the
         effectiveness of any pending termination of this Agreement; (ii) assess
         punitive or exemplary  damages;  or (iii) make any award which extends,
         modifies  or  suspends  any  lawful  term  of  this  Agreement  or  any
         reasonable standard of business performance that we set. A judgment may
         be entered upon the arbitration  award by any state or federal court in
         Minnesota or the state of the Authorized Location.

                  Before the filing of any  arbitration,  the  parties  agree to
         mediate any dispute that does not include injunctive relief or specific
         performance  actions covered under subparagraph 12.B, provided that the
         party  seeking  mediation  must notify the other party of its intent to
         mediate prior to the termination of this  Agreement.  Mediation will be
         conducted by a mediator or mediation  program agreed to by the parties.
         Persons  authorized  to settle the dispute  must  attend any  mediation
         session. The parties agree to participate in the mediation  proceedings
         in good faith with the  intention  of  resolving  the dispute if at all
         possible  within  30 days of the  notice  from  the  party  seeking  to
         initiate the mediation procedures.  If not resolved within 30 days, the
         parties  are free to  pursue  arbitration.  Mediation  is a  compromise
         negotiation  for  purposes of the federal and state rules of  evidence,
         and the entire process is confidential.

                  B. Injunctive Relief. Notwithstanding subparagraph 12.A above,
         you  recognize  that  the  Restaurant  is  one  of a  large  number  of
         restaurants  and stores  identified  by the  Trademarks  and  similarly
         situated and selling to the public similar products, and the failure on
         the  part of a  single  franchisee  to  comply  with  the  terms of its
         agreement could cause irreparable damage to us and/or to some or all of
         our other  franchisees.  Therefore,  it is mutually  agreed that in the
         event of a breach  or  threatened  breach  of any of the  terms of this
         Agreement  by you,  we will  forthwith  be  entitled  to an  injunction
         restraining such breach or to a decree of specific performance, without
         showing or  proving  any  actual  damage,  together  with  recovery  of
         reasonable  attorneys'  fees and other costs incurred in obtaining said
         equitable relief, until such time as a final and binding  determination
         is made by the  arbitrators.  The foregoing  equitable  remedies are in
         addition to, and not in lieu of, all other  remedies or rights that the
         parties might  otherwise have by virtue of any breach of this Agreement
         by the other party.  Finally,  we and our affiliates  have the right to
         commence a civil action  against you or take other  appropriate  action
         for the  following  reasons:  to  collect  sums of money  due to us; to
         compel your  compliance  with trademark  standards and  requirements to
         protect the  goodwill of the  Trademarks;  to compel you to compile and
         submit  required  reports  to us;  or to permit  evaluations  or audits
         authorized by this Agreement.

                                       23
<PAGE>

                  C.  Attorneys'  Fees.  The  prevailing  party in any action or
         proceeding arising under, out of, in connection with, or in relation to
         this Agreement,  any lease or sublease for the Restaurant or Authorized
         Location,  or the business  will be entitled to recover its  reasonable
         attorneys' fees and costs.

                             DEFAULT AND TERMINATION

         13.  The  following  provisions  apply  with  respect  to  default  and
termination:

                  A.  Defaults.  You are in default if we determine  that you or
         any Principal  Owner or guarantor has breached any of the terms of this
         Agreement or any other agreement  between you and us or our affiliates,
         which without limiting the generality of the foregoing  includes making
         any false report to us, intentionally understating or underreporting or
         failure to pay when due any amounts required to be paid to us or any of
         our affiliates, conviction of you, a Principal Owner, or a guarantor of
         (or  pleading  no contest to) any  misdemeanor  that brings or tends to
         bring any of the  Trademarks  into  disrepute  or  impairs  or tends to
         impair your  reputation or the goodwill of any of the Trademarks or the
         Restaurant,  any  felony,  filing of tax or other liens that may affect
         this Agreement,  voluntary or involuntary  bankruptcy by or against you
         or any Principal Owner or guarantor,  insolvency,  making an assignment
         for the benefit of  creditors or any similar  voluntary or  involuntary
         arrangement for the disposition of assets for the benefit of creditors.

                  B.  Termination  by Us.  We have the right to  terminate  this
         Agreement in accordance with the following provisions:

                           1. Termination  After  Opportunity to Cure. Except as
                  otherwise  expressly  provided  in this  subparagraph  13.B or
                  elsewhere in the Agreement: (i) you will have 30 days from the
                  date of our  issuance  of a written  notice of default to cure
                  any default under this Agreement,  other than a failure to pay
                  amounts due or submit required reports, in which case you will
                  have 10 days to cure those defaults; (ii) your failure to cure
                  a default  within the 30-day or 10-day  period will provide us
                  with  good  cause  to  terminate  this  Agreement;  (iii)  the
                  termination  will be  accomplished by mailing or delivering to
                  you  written  notice of  termination  that will  identify  the
                  grounds for the termination;  and (iv) the termination will be
                  effective  immediately upon our issuance of the written notice
                  of termination.

                           2. Immediate Termination With No Opportunity to Cure.
                  In the event any of the following  defaults  occurs,  you will
                  have no right or  opportunity  to cure  the  default  and this
                  Agreement will terminate effective immediately on our issuance
                  of   written    notice   of    termination:    any    material
                  misrepresentation  or omission in your franchise  application,
                  your voluntary abandonment of this Agreement or the Authorized
                  Location,  the loss or  revocation  of your liquor  license or
                  suspensions  totaling 90 days over any 5 year period, the loss
                  of your lease,  the failure to timely cure a default under the
                  lease,  the loss of your  right of  possession  or  failure to
                  reopen or relocate under  subparagraph 5.D, the closing of the
                  Restaurant  by any state or local  authorities  for  health or
                  public   safety   reasons,   any   unauthorized   use  of  the
                  Confidential  Information,  insolvency  of  you,  a  Principal
                  Owner,  the  Control  Person or  guarantor,  you, a  Principal
                  Owner, the Control Person or guarantor making an assignment or
                  entering  into any  similar  arrangement  for the  benefit  of
                  creditors,  any default under this Agreement  that  materially
                  impairs the goodwill  associated  with any of the  Trademarks,
                  conviction of you, any Principal  Owners,  the Control Person,
                  or  guarantors  of (or  pleading  no  contest  to) any  felony
                  regardless  of the nature of the charges,  or any  misdemeanor
                  that  brings  or  tends to bring  any of the  Trademarks  into
                  disrepute or impairs or tends to impair your reputation or the
                  goodwill of the  Trademarks or the  Restaurant,  intentionally
                  understating or  underreporting  Gross Sales,  Royalty Fees or
                  Advertising Fees or any  understatement or 1.25% variance on a
                  subsequent  audit  within a 3 year period  under  subparagraph
                  9.H,  failure to open the  Restaurant by the date set forth in
                  subparagraph  2.C, failure to execute the lease (including the
                  Lease  Addendum) or the Purchase  Agreement for the Restaurant
                  by  the  date  stated   subparagraph  5.A,  failure  to  start
                  substantial   construction  of  the  Restaurant  by  the  date
                  established in subparagraph  5.B,  failure to secure financing
                  for the  construction  of the Restaurant by the date set forth
                  in  subparagraph  5.B,  violation by you of the  provisions of
                  subparagraph 15.P, any unauthorized  transfer or assignment in
                  violation  of  Paragraph  11 or any default by you that is the
                  second same or similar default within any 12-month consecutive
                  period or the fourth  default of any type within any  24-month
                  consecutive period.

                                       24
<PAGE>

                           3. Immediate  Termination After No More than 24 Hours
                  to Cure.  In the event  that a default  under  this  Agreement
                  occurs that violates any health  safety or  sanitation  law or
                  regulation,  violates any system standard as to food handling,
                  cleanliness, health and sanitation, or if the operation of the
                  Restaurant   presents  a  health  or  safety  hazard  to  your
                  customers or to the public (for example,  improper  cooking or
                  storage  procedures used for chicken wings): (i) you will have
                  no more than 24 hours after we provide  written  notice of the
                  default to cure the default;  and (ii) if you fail to cure the
                  default  within  the  24  hour  period,  this  Agreement  will
                  terminate  effective  immediately  on our  issuance of written
                  notice of termination.

                           4. Effect of Other Laws. The provisions of any valid,
                  applicable law or regulation prescribing  permissible grounds,
                  cure rights or minimum  periods of notice for  termination  of
                  this franchise  supersede any provision of this Agreement that
                  is less favorable to you.

                  C.  Termination  by You. You may terminate this Agreement as a
         result  of a breach by us of a  material  provision  of this  Agreement
         provided  that:  (i) you provide us with  written  notice of the breach
         that  identifies  the grounds for the breach;  and (ii) we fail to cure
         the breach within 30 days after our receipt of the written  notice.  If
         we fail to cure the breach,  the termination  will be effective 60 days
         after our receipt of your written notice of breach. Your termination of
         this  Agreement  under this  Paragraph  will not release or modify your
         Post-Term obligations under Paragraph 14 of this Agreement.

                              POST-TERM OBLIGATIONS

         14. Upon the expiration or termination of this Agreement:

                  A. Reversion of Rights;  Discontinuation of Trademark Use. All
         of your rights to the use of the  Trademarks  and all other  rights and
         licenses  granted herein and the right and license to conduct  business
         under the  Trademarks  at the  Authorized  Location  will  revert to us
         without further act or deed of any party. All of your right,  title and
         interest in, to and under this Agreement will become our property. Upon
         our  demand,  you must  assign  to us or our  assignee  your  remaining
         interest in any lease then in effect for the  Restaurant  (although  we
         will not assume any past due obligations).  You must immediately comply
         with the post-term  noncompete  obligations  under  subparagraph  10.D,
         cease all use and  display  of the  Trademarks  and of any  proprietary
         material (including the manual and the product  preparation  materials)
         and of all or any  portion  of  point-of-sale  materials  furnished  or
         approved by us,  assign all right,  title and interest in the telephone
         numbers for the  Restaurant  and cancel or assign,  at our option,  any
         assumed name rights or equivalent registrations filed with authorities.
         You must pay all sums due to us, our  affiliates  or designees  and all
         sums you owe to third parties that have been guaranteed by us or any of
         our affiliates. You must immediately return to us, at your expense, all
         copies of the manuals and product  preparation  materials  then in your
         possession or control or previously  disseminated to your employees and
         continue to comply with the confidentiality  provisions of subparagraph
         6.J.  You must  promptly at your  expense  and subject to  subparagraph
         14.B,  remove or obliterate all Restaurant  signage,  displays or other
         materials (electronic or tangible) in your possession at the Authorized
         Location  or  elsewhere  that  bear any of the  Trademarks  or names or
         material  confusingly  similar  to  the  Trademarks  and so  alter  the
         appearance  of  the  Restaurant  as  to  differentiate  the  Restaurant
         unmistakably   from  duly  licensed   restaurants   identified  by  the
         Trademarks.  If,  however,  you refuse to comply with the provisions of
         the preceding  sentence  within 30 days, we have the right to enter the
         Authorized  Location  and remove all  Restaurant  signage,  displays or
         other  materials  in your  possession  at the  Authorized  Location  or
         elsewhere  that  bear  any of  the  Trademarks  or  names  or  material
         confusingly  similar to the  Trademarks,  and you must reimburse us for
         our costs  incurred.  Notwithstanding  the  foregoing,  in the event of
         expiration or termination of this Agreement, you will remain liable for
         your  obligations  pursuant to this  Agreement  or any other  agreement
         between you and us or our affiliates  that expressly or by their nature
         survive the expiration or termination of this Agreement.

                                       25
<PAGE>

                  B. Purchase Option. We have the right to purchase or designate
         a third  party that will  purchase  all or any portion of the assets of
         your  Restaurant  that  are  owned  by you or  any of  your  affiliates
         including, without limitation, the land, building, equipment, fixtures,
         signage, furnishings,  supplies, leasehold improvements, liquor license
         and inventory of the  Restaurant  at a price  determined by a qualified
         appraiser (or qualified  appraisers if one party  believes it is better
         to have a real  estate  appraiser  appraise  the  value of the land and
         building  and a business  appraiser  appraise  the  Restaurant's  other
         assets) selected with the consent of both parties, provided we give you
         written  notice of our  preliminary  intent to  exercise  our  purchase
         rights  under  this  Paragraph  within  30 days  after  the date of the
         expiration or  termination  of this  Agreement.  If the parties  cannot
         agree  upon  the  selection  of an  appraiser(s),  one or both  will be
         appointed  by a Judge  of the  United  States  District  Court  for the
         District in which the  Authorized  Location is located upon petition of
         either party.

                  In the event the  Agreement is  terminated  (rather than if it
         expires),  the  price  determined  by  the  appraiser(s)  will  be  the
         reasonable  fair market value of the assets  based on their  continuing
         use in, as, and for the  operation of a BUFFALO  WILD WINGS  Restaurant
         and the  appraiser  will  designate a price for each  category of asset
         (e.g.,  land,  building,  equipment,  fixtures,  etc.),  but  shall not
         include the value of any goodwill of the  business,  as the goodwill of
         the business is attributable  to the Trademarks and the System.  In the
         event that the Agreement expires (rather than if it is terminated), the
         price determined by the appraiser(s) will be the reasonable fair market
         value of the assets, as stated in the prior sentence, plus the value of
         any goodwill of the  business,  attributable  to your  operation of the
         Restaurant. In the event of expiration, however, the parties agree that
         you may elect not to include  the land in the  appraisal  and option to
         purchase process. In this instance,  you may elect to lease the land to
         us or our  designee  for a lease  term of at least  10  years  with two
         5-year  options to renew and for a primary  rate  equal to fair  market
         value   according  to  the  applicable   Building   Office   Management
         Association Guidelines, unless otherwise agreed to by the parties.

                  Within 45 days after our receipt of the appraisal  report,  we
         or our designated  purchaser will identify the assets,  if any, that we
         intend to  purchase  at the price  designated  for those  assets in the
         appraisal  report.  We or our  designated  purchaser  and you will then
         proceed to complete  and close the purchase of the  identified  assets,
         and to prepare and execute  purchase and sale  documents  customary for
         the assets  being  purchased,  in a  commercially  reasonable  time and
         manner.  We and you will each pay one-half of the appraiser's  fees and
         expenses.  Our interest in the assets of the Restaurant  that are owned
         by you or your affiliates will constitute a lien thereon and may not be
         impaired or  terminated  by the sale or other  transfer of any of those
         assets  to a  third  party.  Upon  our  or our  designated  purchaser's
         exercise of the  purchase  option and tender of  payment,  you agree to
         sell and deliver,  and cause your  affiliates to sell and deliver,  the
         purchased assets to us or our designated  purchaser,  free and clear of
         all encumbrances, and to execute and deliver, and cause your affiliates
         to execute and  deliver,  to us or our  designated  purchaser a bill of
         sale  therefor  and  such  other   documents  as  may  be  commercially
         reasonable  and  customary to  effectuate  the sale and transfer of the
         assets being purchased.

                  If we do not  exercise  our  option  to  purchase  under  this
         subparagraph,  you may sell or lease the Restaurant premises to a third
         party  purchaser,  provided  that  your  agreement  with the  purchaser
         includes a covenant by the purchaser, which is expressly enforceable by
         us as a third  party  beneficiary,  pursuant  to  which  the  purchaser
         agrees,  for a period of 2 years after the expiration or termination of
         this  Agreement,  not  to use  the  premises  for  the  operation  of a
         restaurant  business that has a menu or method of operation  similar to
         that employed by our company-owned or franchised restaurants.

                  C. Claims.  You and your  Principal  Owners and guarantors may
         not  assert any claim or cause of action  against us or our  affiliates
         relating to this Agreement or the BUFFALO WILD WINGS business after the
         shorter  period of the  applicable  statute of  limitations or one year
         following the effective date of termination of this Agreement; provided
         that where the one-year  limitation of time is prohibited or invalid by
         or under any  applicable  law, then and in that event no suit or action
         may be commenced or maintained  unless  commenced within the applicable
         statute of limitations.

                                       26
<PAGE>

                               GENERAL PROVISIONS

         15. The parties agree to the following provisions:

                  A. Severability.  Should one or more clauses of this Agreement
         be held void or unenforceable  for any reason by any court of competent
         jurisdiction,  such clause or clauses will be deemed to be separable in
         such  jurisdiction  and the remainder of this Agreement is valid and in
         full force and effect and the terms of this Agreement must be equitably
         adjusted  so  as  to   compensate   the   appropriate   party  for  any
         consideration  lost  because  of the  elimination  of  such  clause  or
         clauses.  It is the intent and  expectation of each of the parties that
         each  provision  of this  Agreement  will be  honored,  carried out and
         enforced as written. Consequently,  each of the parties agrees that any
         provision  of this  Agreement  sought to be enforced in any  proceeding
         must,   at  the  election  of  the  party   seeking   enforcement   and
         notwithstanding  the  availability  of an  adequate  remedy at law,  be
         enforced by specific performance or any other equitable remedy.

                  B.  Waiver/Integration.  No waiver by us of any breach by you,
         nor any  delay  or  failure  by us to  enforce  any  provision  of this
         Agreement,  may be deemed  to be a waiver  of any  other or  subsequent
         breach or be deemed an estoppel  to enforce our rights with  respect to
         that or any other or subsequent breach. Subject to our rights to modify
         Appendices  and/or  standards and as otherwise  provided  herein,  this
         Agreement may not be waived, altered or rescinded, in whole or in part,
         except by a writing signed by you and us. This Agreement  together with
         the addenda and appendices  hereto and the application form executed by
         you  requesting  us to enter into this  Agreement  constitute  the sole
         agreement between the parties with respect to the entire subject matter
         of this Agreement and embody all prior agreements and negotiations with
         respect to the business.  You  acknowledge  and agree that you have not
         received  any  warranty or  guarantee,  express or  implied,  as to the
         potential  volume,  profits or success of your  business.  There are no
         representations or warranties of any kind,  express or implied,  except
         as contained herein and in the aforesaid application.

                  C. Notices.  Except as otherwise  provided in this  Agreement,
         any  notice,  demand or  communication  provided  for herein must be in
         writing and signed by the party  serving the same and either  delivered
         personally  or by a reputable  overnight  service or  deposited  in the
         United  States  mail,  service  or postage  prepaid  and  addressed  as
         follows:

                           1. If intended for us,  addressed to General Counsel,
                  Buffalo  Wild Wings  International,  Inc.,  1600 Utica  Avenue
                  South, Suite 700, Minneapolis, Minnesota 55416;

                           2.       If  intended for you, addressed to  you   at
         ____________________________________ or at the Authorized Location; or,

         in either  case,  as the  intended  party may  change  such  address by
         written  notice  to the  other  party.  Notices  for  purposes  of this
         Agreement  will be deemed to have been  received if mailed or delivered
         as provided in this subparagraph.

                  D.   Authority.   Any   modification,    consent,    approval,
         authorization or waiver granted  hereunder  required to be effective by
         signature  will be valid only if in  writing  executed  by the  Control
         Person or, if on behalf of us, in writing  executed by our President or
         one of our authorized Vice Presidents.

                  E. References. If the franchisee is 2 or more individuals, the
         individuals are jointly and severally liable,  and references to you in
         this Agreement  includes all of the individuals.  Headings and captions
         contained  herein are for convenience of reference and may not be taken
         into account in construing or interpreting this Agreement.

                  F. Guarantee.  All Principal  Owners of a franchisee that is a
         corporation,  limited  liability  company,  partnership  or other legal
         entity must execute the form of undertaking and guarantee at the end of
         this Agreement. Any person or entity that at any time after the date of
         this Agreement  becomes a Principal Owner pursuant to the provisions of
         Paragraph 11 or  otherwise  must  execute the form of  undertaking  and
         guarantee  at the end of this  Agreement  within  10 days from the date
         such person or entity  becomes a Principal  Owner;  provided,  however,
         that  any  person  or  entity  who  becomes  a  Principal  Owner  shall
         automatically  acquire all the  obligations of a Principal  Owner under
         this  Agreement  at the time such person or entity  becomes a Principal
         Owner.  Before  approving and entering into any transaction  that would
         make any  person or entity a  Principal  Owner,  you must  notify  such
         person about the content of this subparagraph.

                                       27
<PAGE>

                  G.  Successors/Assigns.  Subject to the terms of  Paragraph 11
         hereof, this Agreement is binding upon and inures to the benefit of the
         administrators,   executors,  heirs,  successors  and  assigns  of  the
         parties.

                  H.  Interpretation  of Rights and  Obligations.  The following
         provisions  apply to and govern the  interpretation  of this Agreement,
         the parties' rights under this Agreement,  and the relationship between
         the parties:

                           1.  Applicable Law and Waiver.  Subject to our rights
                  under federal trademark laws and the parties' rights under the
                  Federal  Arbitration  Act in accordance  with  Paragraph 12 of
                  this Agreement,  the parties' rights under this Agreement, and
                  the relationship  between the parties is governed by, and will
                  be  interpreted in accordance  with,  the laws  (statutory and
                  otherwise)  of the state in which the  Authorized  Location is
                  located.  You waive,  to the fullest extent  permitted by law,
                  the rights and protections  that might be provided through the
                  laws  of  any  state   relating  to   franchises  or  business
                  opportunities,  other  than  those of the  state in which  the
                  Authorized Location is located.

                           2. Our Rights.  Whenever this Agreement provides that
                  we have a  certain  right,  that  right  is  absolute  and the
                  parties  intend  that our  exercise  of that right will not be
                  subject  to any  limitation  or  review.  We have the right to
                  operate,  administrate,  develop, and change the System in any
                  manner that is not specifically precluded by the provisions of
                  this  Agreement,  although  this  right  does not  modify  the
                  requirements of subparagraph 5.E and other express limitations
                  set forth in this Agreement.

                           3. Our  Reasonable  Business  Judgment.  Whenever  we
                  reserve  discretion in a particular  area or where we agree to
                  exercise  our  rights  reasonably  or in good  faith,  we will
                  satisfy  our  obligations   whenever  we  exercise  Reasonable
                  Business  Judgment in making our  decision or  exercising  our
                  rights.  Our  decisions  or  actions  will be deemed to be the
                  result  of  Reasonable   Business  Judgment,   even  if  other
                  reasonable  or  even  arguably  preferable   alternatives  are
                  available,  if our decision or action is intended, in whole or
                  significant  part, to promote or benefit the System  generally
                  even if the decision or action also  promotes our financial or
                  other individual interest. Examples of items that will promote
                  or benefit the System include,  without limitation,  enhancing
                  the value of the Trademarks,  improving  customer  service and
                  satisfaction, improving product quality, improving uniformity,
                  enhancing  or  encouraging  modernization  and  improving  the
                  competitive position of the System.

                  I. Venue. Any cause of action, claim, suit or demand allegedly
         arising  from  or  related  to  the  terms  of  this  Agreement  or the
         relationship  of the parties that is not subject to  arbitration  under
         Paragraph  12,  must be brought in the Federal  District  Court for the
         District of  Minnesota or in Hennepin  County  District  Court,  Fourth
         Judicial  District,   Minneapolis,   Minnesota.   Both  parties  hereto
         irrevocably  submit  themselves to, and consent to, the jurisdiction of
         said  courts.  The  provisions  of this  subparagraph  will survive the
         termination of this Agreement.  You are aware of the business  purposes
         and needs  underlying  the  language of this  subparagraph,  and with a
         complete  understanding  thereof,  agree to be bound in the  manner set
         forth.

                  J. Jury Waiver. All parties hereby waive any and all rights to
         a trial by jury in connection with the enforcement or interpretation by
         judicial process of any provision of this Agreement,  and in connection
         with  allegations  of state or  federal  statutory  violations,  fraud,
         misrepresentation  or  similar  causes of  action  or any legal  action
         initiated for the recovery of damages for breach of this Agreement.

                  K. Waiver of Punitive Damages.  You and your affiliates and us
         and our affiliates  agree to waive, to the fullest extent  permitted by
         law,  the  right to or claim  for any  punitive  or  exemplary  damages
         against  the other and agree that in the event of any  dispute  between
         them, each will be limited to the recovery of actual damages sustained.

                                       28
<PAGE>

                  L  Relationship  of the  Parties.  You and we are  independent
         contractors. Neither party is the agent, legal representative, partner,
         subsidiary,  joint venturer or employee of the other. Neither party may
         obligate the other or represent any right to do so. This Agreement does
         not reflect or create a fiduciary  relationship  or a  relationship  of
         special trust or  confidence.  Without  limiting the  generality of the
         foregoing,  we shall have no liability in connection with or related to
         the products or services rendered to you by any third party, even if we
         required, approved or consented to the product or service or designated
         or approved the supplier.

                  M. Force  Majeure.  In the event of any failure of performance
         of this  Agreement  according  to its  terms by any  party due to force
         majeure will not be deemed a breach of this Agreement.  For purposes of
         this  Agreement,  "force  majeure"  shall  mean  acts of God,  State or
         governmental  action,  riots,  disturbance,   war,  strikes,  lockouts,
         slowdowns,  prolonged  shortage of energy supplies or any raw material,
         epidemics, fire, flood, hurricane,  typhoon, earthquake,  lightning and
         explosion or other similar  event or condition,  not existing as of the
         date of signature of this Agreement,  not reasonably  foreseeable as of
         such date and not  reasonably  within the control of any party  hereto,
         which  prevents in whole or in material part the  performance by one of
         the parties hereto of its obligations hereunder.

                  N. Adaptations and Variances. Complete and detailed uniformity
         under many varying conditions may not always be possible, practical, or
         in the best interest of the System.  Accordingly,  we have the right to
         vary  the  Menu  Items  and  other   standards,   specifications,   and
         requirements for any franchised restaurant or franchisee based upon the
         customs  or  circumstances  of  a  particular  franchise  or  operating
         agreement,  site or location,  population density,  business potential,
         trade  area  population,   existing  business   practice,   competitive
         circumstance or any other condition that we deem to be of importance to
         the operation of such restaurant or store, franchisee's business or the
         System.  We are not required to grant to you a like or other  variation
         as a result of any variation  from standard  menus,  specifications  or
         requirements granted to any other franchisee.  You acknowledge that you
         are  aware  that  our  other  franchisees  operate  under a  number  of
         different  forms of agreement that were entered into at different times
         and that,  consequently,  the  obligations and rights of the parties to
         other agreements may differ  materially in certain  instances from your
         rights and obligations under this Agreement.

                  O. Notice of Potential  Profit.  We and/or our  affiliates may
         from time to time make  available  to you or  require  you to  purchase
         goods,  products and/or services for use in your Restaurant on the sale
         of which we and/or our affiliates may make a profit. Further, we and/or
         our  affiliates  may  from  time to  time  receive  consideration  from
         suppliers and/or  manufacturers in respect to sales of goods,  products
         or services to you or in consideration  of services  rendered or rights
         licensed to such persons.  You agree that we and/or our  affiliates are
         entitled to said profits and/or consideration.

                  P. Interference with Employment Relations.  During the term of
         this  Agreement,  neither  we nor you  may  employ  or seek to  employ,
         directly  or  indirectly,  any  person who is at the time or was at any
         time  during  the  prior 6 months  employed  in any type of  managerial
         position  by the  other  party  or any  of  its  affiliates,  or by any
         franchisee in the system. In the event that you violate this provision,
         we will have the right to terminate this Agreement without  opportunity
         to cure pursuant to  subparagraph  13.B.2.  In addition,  any party who
         violates this provision agrees to pay as fair and reasonable liquidated
         damages  (but not as a penalty)  an amount  equal to 2 times the annual
         compensation that the person being hired away was receiving at the time
         the  violating  party offers  her/him  employment.  You agree that this
         amount is for the damages that the non-violating  party will suffer for
         the loss of the person  hired away by the other  party,  including  the
         costs of finding,  hiring and  training a new employee and for the loss
         of the services and  experience of the employee hired away, and that it
         would be  difficult to calculate  with  certainty  the amount of damage
         that the non-violating party will incur. Notwithstanding the foregoing,
         if  a  court  determines  that  this  liquidated   damages  payment  is
         unenforceable,  then the  non-violating  party  may  pursue  all  other
         available remedies,  including consequential damages. This subparagraph
         will not be  violated  if (i) at the time we or you  employ  or seek to
         employ the person, the former employer has given its written consent or
         (ii) we employ  or seek to employ  the  person in  connection  with the
         transfer of the Restaurant to us or any of our affiliates.  The parties
         acknowledge  and agree that any  franchisee  from whom an employee  was
         hired by you in violation of this  subparagraph  shall be a third-party
         beneficiary  of this  provision,  but only to the extent  they may seek
         compensation from you.

                                       29
<PAGE>

                  Q. National  Consumer  Price Index.  We may adjust the maximum
         modernization  amount  (subparagraph  5.E) every five year  period,  as
         noted in subparagraph 5.E, in proportion to the five-year change in the
         National  Consumer  Price Index - All Urban  Consumers  as reported for
         each  calendar  year by the U.S.  Department of Labor (or the successor
         index  or  agency  thereto)  using  2003 as the  base  year,  and as so
         adjusted will apply to the maximum  modernization  expenditure  amount,
         subsequent  to the  adjustment  date but  prior to the next  adjustment
         date.

                  R. Updating Your  Franchise  Agreement.  If at any time during
         the term of this Agreement you and us enter into a subsequent franchise
         agreement  (the  "Subsequent  Agreement")  granting  you the  right  to
         operate  another  BUFFALO  WILD WINGS  restaurant  and the terms of the
         Subsequent  Agreement are different  from the terms of this  Agreement,
         you will have the right to request that this Agreement be replaced by a
         franchise  agreement  containing  terms and  conditions  similar to the
         Subsequent  Agreement  (the "New  Agreement"),  but such right shall be
         conditioned   upon  you  meeting  all  the  conditions   stipulated  in
         subparagraph 4.B of this Agreement,  except that you shall pay a fee of
         only $2,500;  provided,  however, that the term under the New Agreement
         shall be equal to the term left under this Agreement at the time of the
         execution of the New  Agreement.  You must exercise the rights  granted
         under this  subparagraph  within 30 days after the date you execute the
         Subsequent Agreement.

                  S. Effective  Date. We will designate the "Effective  Date" of
         this Agreement in the space provided on the cover page. If no Effective
         Date is  designated on the cover page,  the Effective  Date is the date
         when we sign this Agreement. However, as described in subparagraph 5.A,
         you do not have the right to, and may not, open and commence  operation
         of a Restaurant at the Authorized Location until we notify you that you
         have  satisfied  all of the  pre-opening  conditions  set forth in this
         Agreement.

                  T.  Acknowledgment of Prohibition on Insider Trading.  Federal
         law and our parent  company's  policy  prohibit  purchasing  or selling
         stock in Buffalo Wild Wings,  Inc.  ("BWW") by anyone in  possession of
         material,  non-public  information  concerning  BWW.  While  it is  not
         possible  to  define  "material  information"  to  cover  every  set of
         circumstances  that might arise, a general guide is that information is
         considered  "material"  if there  is a  substantial  likelihood  that a
         reasonable  investor would consider it important in determining whether
         to buy, sell or hold stock.  Violations of insider  trading laws may be
         punishable  by fines  and/or  imprisonment.  During  the  terms of this
         Agreement,  you may be provided with material,  non-public  information
         regarding  BWW.  You  hereby  acknowledge  that you are  familiar  with
         insider  trading  laws and will not purchase or sell BWW stock while in
         possession of material, non-public information.




                                       30
<PAGE>
                                                          31

         IN WITNESS WHEREOF,  the parties have executed this Franchise Agreement
on the dates written below.



FRANCHISEE:                            US:

                                       BUFFALO WILD WINGS INTERNATIONAL, INC.

                                       Date:  _______________________________
Date:  ______________________________

                                       ______________________________________
_____________________________________  By:  Sally J. Smith
By:  ________________________________       --------------
    Its:_____________________________       Its:  President & CEO



_____________________________________
By:  ________________________________
    Its:_____________________________



_____________________________________
By:  ________________________________
    Its:_____________________________




                                       31
<PAGE>





                   PERSONAL GUARANTY AND AGREEMENT TO BE BOUND
                     PERSONALLY BY THE TERMS AND CONDITIONS
                           OF THE FRANCHISE AGREEMENT

         In  consideration  of the  execution of the  Franchise  Agreement  (the
"Agreement") between BUFFALO WILD WINGS  INTERNATIONAL,  INC. ("we" or "us") and
_____________________________(the  "Franchisee"),  dated_____,  20____  and  for
other good and valuable consideration,  the undersigned,  for themselves,  their
heirs,  successors,  and assigns, do jointly,  individually and severally hereby
become surety and  guarantor for the payment of all amounts and the  performance
of the covenants,  terms and conditions in the Agreement,  to be paid,  kept and
performed by the Franchisee,  including  without  limitation the arbitration and
other dispute resolution provisions of the Agreement.

          Further, the undersigned, individually and jointly, hereby agree to be
personally  bound  by  each  and  every  condition  and  term  contained  in the
Agreement,   including  but  not  limited  to  the  non-compete   provisions  in
subparagraph  10.D,  and agree that this Personal  Guaranty will be construed as
though the  undersigned  and each of them executed an agreement  containing  the
identical terms and conditions of the Agreement.

          The  undersigned  waive  (1)  notice  of  demand  for  payment  of any
indebtedness or nonperformance of any obligations hereby guaranteed; (2) protest
and notice of default to any party respecting the indebtedness or nonperformance
of any obligations hereby  guaranteed;  (3) any right he/she may have to require
that an  action be  brought  against  the  Franchisee  or any other  person as a
condition of liability;  and (4) notice of any changes permitted by the terms of
the Agreement or agreed to by the Franchisee.

          In  addition,  the  undersigned  consents  and  agrees  that:  (1) the
undersigned's  liability will not be contingent or conditioned  upon our pursuit
of any remedies  against the Franchisee or any other person;  (2) such liability
will not be  diminished,  relieved or  otherwise  affected  by the  Franchisee's
insolvency,   bankruptcy  or  reorganization,   the  invalidity,  illegality  or
unenforceability  of all or any  part  of the  Agreement,  or the  amendment  or
extension of the Agreement  with or without notice to the  undersigned;  and (3)
this Personal  Guaranty shall apply in all modifications to the Agreement of any
nature agreed to by Franchisee with or without the undersigned  receiving notice
thereof.

          It is  further  understood  and  agreed  by the  undersigned  that the
provisions, covenants and conditions of this Personal Guaranty will inure to the
benefit of our successors and assigns.



FRANCHISEE:

PERSONAL GUARANTORS:


___________________________________   ___________________________________
           Individually                          Individually

___________________________________   ___________________________________
            Print Name                            Print Name

___________________________________   ___________________________________
              Address                               Address

___________________________________   ___________________________________
        City State Zip Code                   City State Zip Code

___________________________________   ___________________________________
             Telephone                             Telephone


                                        1





<PAGE>



___________________________________   ___________________________________
           Individually                          Individually

___________________________________   ___________________________________
            Print Name                            Print Name

___________________________________   ___________________________________
              Address                               Address

___________________________________   ___________________________________
        City State Zip Code                   City State Zip Code

___________________________________   ___________________________________
             Telephone                             Telephone



                                       2



<PAGE>


                      OWNERSHIP AND MANAGEMENT ADDENDUM TO
                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT


         1. Control  Person.  You represent and warrant to us that the following
person, and only the following person is the Control Person:

NAME                                 TITLE                   ADDRESS
----                                 -----                   -------



         2.  Ownership.  You  represent  and  warrant  to us that the  following
person(s) and  entities,  and only the  following  person(s) and entities,  have
ownership interests in the franchisee entity:

                                                            PERCENTAGE
NAME                              HOME ADDRESS              OF INTEREST
----                              ------------              -----------







         3. Unit  General  Manager.  You  represent  and  warrant to us that the
following person, and only the following person, is your Unit General Manager:

NAME                                 TITLE                  ADDRESS
----                                 -----                  -------




         4. Change.  You must immediately  notify us in writing of any change in
the information contained in this Addendum and, at our request, prepare and sign
a new Addendum containing the correct information.


         5. Effective Date.  This Addendum is effective as
of this ______ day of_________ , 2006.


___________________________________     _____________________________________
Your Initials                           Our Initials


<PAGE>



                      Appendix A to the Franchise Agreement

                                   TRADEMARKS

         You have the right to use the following  Trademarks in accordance  with
the terms of the Franchise Agreement:

   Service Mark:             BUFFALO WILD WINGS
   Registration No.:         2,239,550
   Registration Date:        April 13, 1999

   Service Mark:             BUFFALO WILD WINGS GRILL & BAR (Design Mark)
   Registration No.:         2,187,765
   Registration Date:        September 8, 1998

                  [LOGO OMITTED]

   Service Mark:             BETTER-BE-READY BLAZIN'
   Registration No.:         2,433,893
   Registration Date:        March 6, 2001

   Service Mark:             HOME OF THE REAL WING
   Registration No.:         2,247,812
   Registration Date:        May 25, 1999

   Service Mark:             SOMETHING WILD HAS COME TO TOWN
   Registration No.:         2,234,404
   Registration Date:        March 23, 1999

   Service Mark:             GOTTA WING IT
   Registration No.:         2,556,785
   Registration Date:        April 2, 2002

   Service Mark:             WINGS. BEER. SPORTS. ALL
                             THE ESSENTIALS
   Registration No.:         2,905,689
   Registration Date:        November 30, 2004


         We may  amend  this  Appendix  A from  time to time  in  order  to make
available  additional  Trademarks  or to delete  those  Trademarks  that  become
unavailable.  You agree to use only  those  Trademarks  that are then  currently
authorized.

         The  Trademarks  must be used only in the manner  that we  specify.  No
deviations will be permitted.




<PAGE>



                      Appendix B to the Franchise Agreement

                               THE DESIGNATED AREA

As stated in Subparagraph 2.B. of the Franchise Agreement,  subject to the terms
and conditions of the Franchise Agreement, the Designated Area in which you will
locate and operate the Restaurant is defined as follows:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________




The  Designated  Area  is  considered  fixed  as of the  date  of the  Franchise
Agreement.


FRANCHISEE:                            FRANCHISOR:

                                       BUFFALO WILD WINGS INTERNATIONAL, INC.

                                       Date:  _______________________________
Date:  ______________________________

                                       ______________________________________
_____________________________________  By:  Sally J. Smith
By:  ________________________________       --------------
    Its:_____________________________       Its:  President & CEO



_____________________________________
By:  ________________________________
    Its:_____________________________



_____________________________________
By:  ________________________________
    Its:_____________________________





<PAGE>

                      Appendix C to the Franchise Agreement

                                ADDENDUM TO LEASE

         This Addendum to Lease,  dated  ______________,  200__, is entered into
between __________________("Landlord"), and _______________________("Tenant").

                                    RECITALS

A.       The parties  have  entered  into a Lease  Agreement,  dated  _________,
         200__,   (the   "Lease")   pertaining   to  the  premises   located  at
         _______________________________________ (the "Premises").

B.       Landlord acknowledges that Tenant has agreed to operate a Restaurant at
         the Premises pursuant to Tenant's  Franchise  Agreement (the "Franchise
         Agreement") with Buffalo Wild Wings  International,  Inc. ("BWW") under
         the name "Buffalo  Wild Wings Grill & Bar" or other name  designated by
         BWW (the "Restaurant").

C.       The parties desire to amend the Lease in accordance  with the terms and
         conditions contained in this Addendum to provide BWW the opportunity to
         preserve the Premises as a BWW branded restaurant as provided herein.

                                    AGREEMENT

Landlord and Tenant agree as follows:

1.       Remodeling  and Decor.  Landlord  agrees  that  Tenant has the right to
         remodel,  equip, paint and decorate the interior of the Premises and to
         display such  proprietary  marks and signs on the interior and exterior
         of the Premises as Tenant is reasonably  required to do pursuant to the
         Franchise  Agreement and any successor  Franchise Agreement under which
         Tenant may operate a  Restaurant  on the  Premises.  Any remodel of the
         building  and/or its signs  shall be subject  to  Landlord's  prior and
         reasonable approval.

2.       Assignment.  Tenant  does not have the right to  sublease or assign the
         Lease to any third party without BWW's and Landlord's written approval.
         Tenant has the right to assign all of its right,  title and interest in
         the Lease to BWW, its  affiliates  or its parent  company,  at any time
         during the term of the Lease,  including  any  extensions  or renewals,
         without first  obtaining  Landlord's  consent.  No  assignment  will be
         effective,  however,  until  BWW  or  its  designated  affiliate  gives
         Landlord written notice of its acceptance of the assignment. BWW or its
         parent company will be responsible for the lease  obligations  incurred
         after the effective date of the assignment. If BWW elects to assume the
         Lease  under this  subparagraph  or  unilaterally  assumes the lease as
         provided for in  subparagraph  3(a) or 4(a),  Landlord and Tenant agree
         that  (i)  Lessee  will  remain  liable  for the  responsibilities  and
         obligations,  including amounts owed to Landlord,  prior to the date of
         assignment  and  assumption,  and (ii)  BEWW  will  have  the  right to
         sublease  the  Premises to another  franchisee  with  Landlord's  prior
         reasonable  approval  -  reasonableness  to be  based on  proposed  new
         franchisee's  related business experience and credit history,  provided
         the franchisee meets BWW's then-current  standards and requirements for
         franchisees  and agrees to operate  the  Restaurant  as a Buffalo  Wild
         Wings  restaurant  pursuant to a  Franchise  Agreement  with BWW.  Upon
         receipt by Landlord of an  assumption  agreement  pursuant to which the
         assignee  agrees  to  assume  the  Lease  and  to  observe  the  terms,
         conditions and  agreements on the part of Tenant to be performed  under
         the  Lease,  the BWW  Entity  shall  thereupon  be  released  from  all
         liability  as  tenant  under  the  Lease  from  and  after  the date of
         assignment,  without  any  need  of a  written  acknowledgment  of such
         release by Landlord.

3.       Default and Notice.

         (a)      Landlord  shall send BWW  copies of all  notices of default it
                  gives to Tenant  concurrently  with  giving  such  notices  to
                  Tenant. If Tenant fails to cure any defaults within the period
                  specified  in the  Lease,  Landlord  shall  promptly  give BWW
                  written notice  thereof,  specifying  the defaults  Tenant has
                  failed to cure. BWW has the right to  unilaterally  assume the
                  Lease if Tenant fails to cure. BWW shall have 15 days from the
                  date BWW receives such notice to exercise,  by written  notice
                  to Landlord and Tenant, its right for BWW or its designee (the
                  "BWW  Entity")  to  assume  the  Lease.   BWW  shall  have  an
                  additional 15 days from the expiration of Tenant's cure period
                  in which to cure the default or violation.

                                       -1-
<PAGE>

         (b)      If the BWW Entity  elects to assume the Lease,  the BWW Entity
                  shall not be required to cure defaults  and/or to begin paying
                  rent until Landlord delivers possession of the Premises to the
                  BWW Entity.  The BWW Entity shall have the right,  at any time
                  until Landlord delivers possession of the Premises, to rescind
                  the option exercise, by written notice to Landlord.

         (c)      All  notices to BWW must be sent by  registered  or  certified
                  mail, postage prepaid, to the following address:

                           Buffalo Wild Wings International, Inc.
                           1600 Utica Avenue South
                           Suite 700
                           Minneapolis, MN 55416
                           Attention: General Counsel

         BWW may change its address  for  receiving  notices by giving  Landlord
written  notice of the new  address.  Landlord  agrees  that it will notify both
Tenant  and BWW of any change in  Landlord's  mailing  address to which  notices
should be sent.

4. Termination, Non-Renewal, Expiration.

         (a)      If the Franchise Agreement is terminated for any reason during
                  the term of the Lease or any  extension  thereof,  BWW has the
                  right,  but not the  obligation,  to  unilaterally  assume the
                  Lease by giving Landlord written notice.  Within 30 days after
                  receipt  of such  notice,  Landlord  shall  give a BWW  Entity
                  written  notice  specifying  any  defaults of Tenant under the
                  Lease.

         (b)      If the Lease  contains term renewal or extension  right(s) and
                  if Tenant allows the term to expire  without  exercising  said
                  right(s),  Landlord shall give BWW written notice thereof, and
                  a BWW Entity shall have the option, for thirty (30) days after
                  receipt of said notice,  to exercise  the Tenant's  renewal or
                  extension  right(s)  on the same terms and  conditions  as are
                  contained  in the Lease.  If a BWW Entity  elects to  exercise
                  such  right(s),  it  shall  so  notify  Landlord  in  writing,
                  whereupon  Landlord and the BWW Entity shall promptly  execute
                  and deliver an  agreement  whereby the BWW Entity  assumes the
                  Lease,  effective  at the  commencement  of the  extension  or
                  renewal term.

         (c)      Upon the expiration or termination of the Lease, Landlord will
                  cooperate  with and assist BWW in  gaining  possession  of the
                  Premises  and if a BWW  Entity  does not elect to enter into a
                  new lease for the Premises with  Landlord on terms  reasonably
                  acceptable to the BWW Entity, Landlord will allow BWW to enter
                  the  Premises,  without  being  guilty of trespass and without
                  incurring  any  liability to Landlord,  except for any damages
                  caused by BWW's  willful  misconduct or gross  negligence,  to
                  remove all signs, awnings, and all other items identifying the
                  Premises as a Buffalo  Wild  Wings(R)  Restaurant  and to make
                  such  other   modifications   (such  as   repainting)  as  are
                  reasonably  necessary  to protect  the Buffalo  Wild  Wings(R)
                  marks and  system.  In the event BWW  exercises  its option to
                  purchase assets of Tenant,  Landlord must permit BWW to remove
                  all such assets being purchased by BWW.


                                       -2-
<PAGE>

5.       Additional Provisions.

         (a)      Landlord  hereby  acknowledges  that  the  provisions  of this
                  Addendum  to Lease  are  required  pursuant  to the  Franchise
                  Agreement under which Tenant plans to operate its business and
                  the Tenant would not lease the Premises without this Addendum.

         (b)      Landlord further  acknowledges  that Tenant is not an agent or
                  employee  of BWW and the Tenant has no  authority  or power to
                  act for, or to create any liability on behalf of, or to in any
                  way bind BWW or any  affiliate of BWW,  and that  Landlord has
                  entered  into this  Addendum to Lease with full  understanding
                  that it creates no duties,  obligations  or  liabilities of or
                  against  BWW or any  affiliate  of BWW,  unless  and until the
                  Lease is assigned  to, and  accepted in writing by, BWW or its
                  parent company.

         (c)      BWW Entity may elect not to assume or be bound by the terms of
                  any  amendment  to  the  Lease   executed  by  Tenant  without
                  obtaining  BWW's prior  written  approval,  which shall not be
                  unreasonably withheld or delayed.

6.       Sales  Reports.  If  requested by BWW,  Landlord  will provide BWW with
         whatever  information  Landlord has regarding  Tenant's  sales from the
         Restaurant.

7.       Modification.  No amendment or variation of the terms of this  Addendum
         is valid  unless  made in  writing  and signed by the  parties  and the
         parties have obtained the written consent of BWW.

8.       Reaffirmation of Lease. Except as amended or modified in this Addendum,
         all of the terms,  conditions and covenants of the Lease remain in full
         force and effect and are  incorporated  by reference and made a part of
         this  Addendum  as though  copied  herein in full.  In the event of any
         conflict between the terms of this Addendum and those in the Lease, the
         terms of this Addendum shall control.

9.       Beneficiary.  Landlord and Tenant  expressly  agree that BWW is a third
         party beneficiary of this Addendum.

         IN WITNESS  WHEREOF,  the parties have executed this Addendum as of the
dates written below.

TENANT:                              LANDLORD:

_________________________________    ________________________________
By_______________________________    By______________________________
     Its_________________________    Its_____________________________


                                      -3-
<PAGE>




                      Appendix D to the Franchise Agreement

                   ELECTRONIC TRANSFER OF FUNDS AUTHORIZATION

                                          Franchisee:
                                          Location:
                                          Date:

                                           -------------- -------------
                                           NEW            CHANGE
                                           -------------- -------------
                                           -------------- -------------

                                           -------------- -------------
Attention:  Bookkeeping Department
The undersigned  hereby authorizes Buffalo Wild Wings  International,  Inc., its
parent  company or any  affiliated  entity  (collectively,  "BWW"),  to initiate
weekly ACH debit  entries  against  the account of the  undersigned  with you in
payment of amounts for Royalty  Fees,  Advertising  Fees or other  amounts  that
become  payable by the  undersigned  to BWW. The dollar amount to be debited per
payment will vary.

Subject  to the  provisions  of this  letter of  authorization,  you are  hereby
directed to honor any such ACH debit entry initiated by BWW.

This  authorization is binding and will remain in full force and effect until 90
days  prior  written  notice  has  been  given  to you by the  undersigned.  The
undersigned  is  responsible  for, and must pay on demand,  all costs or charges
relating  to the  handling  of ACH  debit  entries  pursuant  to this  letter of
authorization.

Please honor ACH debit entries  initiated in  accordance  with the terms of this
letter  of  authorization,  subject  to  there  being  sufficient  funds  in the
undersigned's account to cover such ACH debit entries.

                                                             Sincerely yours,




                                          Sincerely yours,



 *** We also need a VOIDED Check ***      _____________________________
                                                  Account Name
_________________________________         _____________________________
             Bank Name
                                                 Street Address
_________________________________         _____________________________
               Branch                          City State Zip Code

_________________________________         _____________________________
           Street Address                       Telephone Number

_________________________________         By___________________________
         City State Zip Code

_________________________________         Its__________________________
        Bank Telephone Number
                                          Date_________________________
_________________________________
        Bank's Account Number

_________________________________
      Customer's Account Number






<PAGE>


                      Appendix E to the Franchise Agreement

                              BUFFALO WILD WINGS(R)
               AUTHORIZATION AND GIFT CARD PARTICIPATION AGREEMENT

         The  franchisee   identified  below  ("Franchisee")  hereby  agrees  to
participate in the gift card marketing program to be provided by SASH Management
L.L.C.  d.b.a. Gift Card Solutions,  a Utah limited liability company ("GCS") to
owners of franchises  operated under an agreement with Buffalo Wild Wings, Inc.,
a Minnesota corporation,  Blazin Wings, Inc., a Minnesota  corporation,  Buffalo
Wild Wings  International,  Inc., an Ohio  corporation,  and Real Wing,  Inc., a
Kansas   corporation   (the   aforementioned   entities  are   collectively  and
individually  referred to as  "Franchisor").  This Agreement will continue until
the  expiration of the Gift Card  Agreement  between GCS and Buffalo Wild Wings,
Blazin Wings, Buffalo Wild Wings International, and Real Wing, Inc. dated August
16, 2002. GCS may otherwise  terminate  this  Agreement if Franchisee  ceases to
operate  outlets  pursuant  to a  franchise  agreement  with  any of  the  above
referenced  entities  or,  with  the  consent  of  the  respective   franchisor,
franchisee has defaulted under the terms of this Agreement.

         GCS' program is made available to Franchisee in return for Franchisee's
agreement to  participate  in a TurnKey Gift Card program (the  "Program")  that
will allow  Franchisee's  customers  to prepay in  specific  amounts for product
purchases  at  participating   stores  and  to  then  purchase  product  at  any
participating  store using the gift card (the "Gift  Card")  provided by GCS for
purchase. To effectuate this, GCS agrees to provide the following:

1.       A complete TurnKey Gift Card processing  program,  defined to include a
         system  for  real-time  card  authorization  and  accounting  and funds
         settlement procedures.

2.       Provide  reports that will be available  via a secure web site for next
         day viewing of daily transaction detail.

3.       Maintain  adequate   communication  lines  for  both  the  issuing  and
         verification terminals within the Franchisee's stores.

4.       Inventory  management,  including ordering and disbursement of cards to
         Franchisee.

5.       Accept and fulfill Gift Card requests from consumers and Franchisee.

6.       Maintain  adequate  inventory  of  card  stock  and  other  fulfillment
         materials.

7.       With the assistance of Franchisee, prepare individual terminals at each
         Store to accept Gift Cards by programming  terminals,  gaining required
         permissions  from a Store  merchant  acquirer or through other measures
         that are required for participation in the program.

8.       Maintain an automated balance inquiry system that is available 24 hours
         a day 365 days a year which may be  accessed  by  Franchisee  by a toll
         free telephone number.

         To effectuate the Program, the Franchisee will have an account which is
credited  and debited  with  certain  amounts.  Those  credits and debits are as
follows:

1.       If a  Verifone  Terminal/Printer  package is to be  supplied  by GCS to
         Franchisee,  as described below, GCS shall bill the Franchisee  $225.00
         for each such package.  Said amount shall be due with the first monthly
         payment, as set forth below.

2.       There will be a transaction fee for each transaction which is performed
         with  respect  to a Gift  Card  issued  as  part  of the  program.  The
         transaction fee shall be $.16 per transaction, and shall be charged for
         each transaction performed by the Franchisee.  The cumulative amount of
         the  transaction  fees for a particular  month shall be paid as part of
         the  payment  to be made  pursuant  to the terms of this  Agreement.  A
         "transaction" shall be defined as the initial activation of a Gift Card
         and each respective use of a Gift Card for the purchase of product from
         a  participating  store. In addition,  a transaction  shall include the
         payment of any inactivity fee which is debited against a Gift Card.

                                       -1-
<PAGE>

3.       In addition to the transaction  fee, a fee of $.04 per transaction will
         be  charged,  and this  amount  will be added to an  insurance  account
         established  for the  payment of  delinquent  franchise  payments.  The
         insurance  account  which  these  fees  are  added to shall be owned by
         Franchisor,  and all amounts  paid to this  account  shall be under the
         control of Franchisor.  The cumulative  amount of the insurance account
         fees for a particular  month shall be paid as part of the payment to be
         made pursuant to the terms of the Agreement.

4.       Each Gift Card which is  purchased as part of this program and which is
         not completely used on the date which is the later of one (1) year from
         the  initial  purchase  of the Gift  Card or one (1) year from the last
         time the  customer  added  cash to the value of the Gift card  shall be
         assessed a fee of $2.00 on such date which shall be debited against the
         remaining value of the Gift Card. This fee shall be applied  thereafter
         for each  additional  month  until the earlier of the  customer  adding
         additional cash to the Gift Card or until the remaining  balance of the
         Gift Card is $0.00.  The $2.00  inactivity fee shall be credited to the
         Franchisee if the Gift Card was purchased at a Franchisee's store.

5.       GCS may modify any of the  aforementioned  fees,  except the  insurance
         account fee, to cover any cost increases  incurred by GCS when material
         cost increases are sustained from non-related  third party vendors that
         provide  support  services to GCS.  These  price  changes can only take
         place once in each  contract  year upon sixty (60) days' prior  written
         notice to the  Franchisee.  GCS will not have the  power to modify  the
         insurance  account  fee,  but this fee may be modified  by  Franchisor,
         provided the fee may not be greater than $.04 per transaction.

6.       GCS will maintain and provide  monthly  reports of the amounts due from
         the  Franchisee.  The  Franchisee's  account  shall be debited  with an
         amount  equal to the value of all Gift Cards  sold at the  Franchisee's
         stores  and all fees  which are due from a  Franchisee  as set forth in
         this  Agreement.  The  Franchisee's  account  will be credited  with an
         amount  equal  to  the  value  of  all  product   purchased   from  the
         Franchisee's  store using a Gift Card and all inactivity fees which are
         attributed to the Franchisee.  The resulting  difference as of the last
         day of each month will be the  monthly  amount  which is due to or from
         the  Franchisee.  This  amount  will  be  collected  from  or paid to a
         participant as set forth below.

7.       GCS  shall  be  solely  responsible  for the  accuracy  of all  account
         management  with  regard to the Gift  Cards.  Any error in the  account
         management  shall be the sole  liability  of GCS and GCS shall bear the
         cost of any such  error.  By way of example  and not  limitation,  if a
         $10.00 Gift Card is sold and entered  into the  terminal for $10.00 and
         GCS  accounts  for the  Gift  Card at  $100.00,  GCS  shall  be  solely
         responsible for the $90.00 discrepancy.

         Franchisee is  responsible  for  providing an  electronic  card issuing
terminal  that is compatible  with and can  interface  with the GCS system to be
used for this Program.  GCS will assist  Franchisee by programming  Franchisee's
individual   terminal  for  a  fee  of  $150.00.   GCS  will  maintain  adequate
communication  lines for both  Franchisee's  issuing  terminal and  verification
terminal.  A Verifone Terminal package may be purchased from GCS for Two Hundred
Twenty Five Dollars  ($225.00).  This amount shall be due with the first monthly
payment, as described above.

CS has contracted with Stored Value Systems,  Inc. to provide  account  services
for the Program.  Franchisee agrees to have a bank account which will be used to
either  withdraw  funds that are due from the Franchisee for the Program or into
which funds will be deposited if they are due to  Franchisee  under the Program.
The Franchisee  agrees to execute the attached ACH  Authorization  Form to allow
Stored Value Systems to electronically debit and credit Franchisee's account. In
the event Franchisee has insufficient  funds to pay any amount due hereunder and
such amount is collected  from the insurance  account  referred to above or from
Buffalo Wild Wings,  Inc.,  the paying party shall have the right to recover the
amount paid from  Franchisee and  Franchisee  shall pay said amount to the party
paying the amount due from Franchisee.

                                      -2-

<PAGE>



Agreed to this_______ day of______________________ , 2006.

FRANCHISEE:



_____________________________________
By:  ________________________________
    Its:_____________________________



_____________________________________
By:  ________________________________
    Its:_____________________________



Franchisee Legal Business Name: _____________________________________

Franchisee's Address:           _____________________________________





SASH Management, LLC, a Utah Limited Liability Company


_____________________________________
By:  ________________________________
    Its:_____________________________


                                      -3-

<PAGE>




                      Appendix F to the Franchise Agreement

                              BUFFALO WILD WINGS(R)
                 ENROLLMENT FORM AND PORTAL TERMS AND CONDITIONS

WHAT IS THE PORTAL?

The portal has been  designed to provide  franchisees  with a  preliminary  real
estate  analysis  of a  proposed  location.  Franchisees  are able to gather the
required data from one central  source by  leveraging  the power of this portal.
The  following  maps and  reports  are  created  as part of the site  evaluation
package:

a.       Site Overview Map
b.       Competition and Co-Tenants Map
c.       Daytime Employment Map
d.       Traffic Volumes Map
e.       Medium Household Income Map
f.       Mosaic Index Map
g.       Owner Occupied Units Map
h.       Population & Daytime Employment Map
i.       3-5-7 Minute Drive Time Map
j.       Demographic Report
k.       Traffic Location Report
l.       Trade Area Rating Report

HOW DO I GET STARTED?

Once you have enrolled,  you will receive a Welcome Kit from geoVue in the mail.
This kit will contain: a User Guide, Frequently Asked Questions,  your user name
and  password  and other  information.  Your account will be set up with credits
that are  redeemed  for site  packages.  Each time you  process a request  for a
package,  your account will be  decremented.  You must purchase site packages in
blocks of three.

The maps and reports  will be available to you in PDF form via email and through
the portal itself. You will have one year to use the credits you have purchased.


<PAGE>



                                     ENROLLMENT FORM

------------------------------------- ----------------------------------------
Name                                  City
------------------------------------- ----------------------------------------
------------------------------------- ----------------------------------------
Company Name                          State
------------------------------------- ----------------------------------------
------------------------------------- ----------------------------------------
Company Address                       Zip
------------------------------------- ----------------------------------------
------------------------------------- ----------------------------------------
Email Address                         Telephone
------------------------------------- ----------------------------------------

SITE PACKAGES

Each site package includes the maps and reports in proper form for submission to
corporate. Each site is measured against a pre-determined set of benchmarks.

PAYMENT METHOD

Each package is $400, available in blocks of three (3) for a total of $1,200.

    [_] Enclosed is a check for $1,200 made payable to geoVue, Inc.

    [_] Please bill my credit card (Visa, MC or Amex)

                  Card Number ___________________________________________
                  Expirations Date_______________________________________
                  Full Name on Card______________________________________

By signing below and using the geoVue Portal  products,  you agree, for yourself
and any applicable  entities that all services and products are provided subject
to  the  Portal  Terms  and   Conditions,   printed  on  the   following   page.
Non-refundable  payment is due upon placement of order. In certain states,  this
order will be subject to state tax.

Print Name:__________________________________________
Title:_______________________________________________
Signature:___________________________________________     Date:______________

Upon completing  this form,  please either fax back to (617) 482-3066 or mail to
geoVue, Inc., Attn: Sales, 200 Lincoln Street,  Boston, MA 02111. If you require
any additional information, please feel free to call us at 1-800-554-5150.


<PAGE>


                           PORTAL TERMS AND CONDITIONS

1.       Acceptance of Terms

These terms and conditions  apply to and govern your use of the geoVue  software
and online products,  including the Portal available  through web sites owned or
controlled by geoVue  (collectively,  the "Products").  Your use of the Products
signifies  your  agreement  to be bound by these terms and  conditions  in their
entirety. If you do not agree to be bound by these terms and conditions, you may
not access or otherwise use the Products.  You are responsible for obtaining and
paying for the hardware,  software,  and Internet access required for you to use
the  Products.  The  Products  are only to be used  within the United  States of
America.  You  acknowledge  that  transmissions  to  and  from  geoVue  are  not
confidential and your  Communications  may be read or intercepted by others.  At
geoVue's sole  discretion,  anyone  determined to have violated  these Terms and
Conditions may be barred, without notice, from using the Products.

2.       Limited License

geoVue grants you a  non-exclusive,  non-transferable,  limited right to access,
use and display the Products and content and the materials thereon only for your
business  use as  described  herein,  provided  that you comply fully with these
terms and  conditions.  You shall not interfere or attempt to interfere with the
operation of the Products in any way through any means or device including,  but
not limited to, spamming,  hacking, uploading computer viruses or time bombs, or
the means  expressly  prohibited by any provision of these terms and conditions.
The license,  unless otherwise specified, is for utilization by a single user or
a single-user  workstation  at any one time. You shall not use or permit the use
of Products for the benefit of any other entities.

3.       Changes to Terms and Conditions

geoVue reserves the right, at its sole  discretion,  to change,  modify,  add or
remove any portion of these terms and  conditions,  in whole or in part,  at any
time upon written  notice.  Your continued use of the Products after any changes
to these terms and conditions will be considered acceptance of those changes.

4.       Ownership; Restrictions

geoVue owns, controls, licenses or has the right to use and provide the Products
and all material in the Products,  including,  without limitation, text, images,
articles, photographs,  illustrations,  audio and video clips, (collectively the
"Content").  All  Products  and Content are  Copyright  (C) 2004  geoVue,  Inc.,
protected pursuant to U.S. copyright laws, international conventions,  and other
copyright laws. You agree to abide by any and all copyright notices, information
or restrictions displayed on the Products.  Except as expressly provided herein,
you may not use the  Products and Content,  and geoVue  reserves all  copyrights
therein.  All Business logos are the registered  trademarks of their  respective
owners.  All  rights  reserved.  You are  responsible  for  complying  with  all
applicable  laws,  rules and regulations  regarding your use of the Products and
Content.  In the  event  of any  permitted  publication  of  material  from  the
Products, no changes in or deletion of author attribution,  trademark, legend or
copyright notice shall be made.

5.       Indemnification

You agree that you shall  indemnify,  defend and hold harmless  geoVue,  and its
officers,  directors, owners, agents, employees, Content providers,  affiliates,
and licensors (collectively, the "Indemnified Parties") from and against any and
all losses, damages,  liabilities,  and claims and all fees, costs, expenses, of
any kind related thereto (including,  without limitation,  reasonable attorneys'
fees) incurred by the  Indemnified  Parties in connection with any claim arising
out of, based upon or resulting  from your use of the Products or Content geoVue
reserves the right,  at its own  expense,  to assume the  exclusive  defense and
control of any matter otherwise subject to  indemnification by you and you shall
not in any event settle any matter without the written consent of geoVue.

6.       Links to Other Web Pages

The Products may contain  links and pointers to the other related World Wide Web
Internet pages,  resources,  and sponsors of the Products.  Links to or from any
Products and third-party sites,  maintained by third parties,  do not constitute
an  endorsement  by  geoVue or any of its  subsidiaries  and  affiliates  of any
third-party  resources  or their  contents.  Links do not imply  that  geoVue is
affiliated or associated  with or/is  legally  authorized to use any  trademark,
trade name,  logo or copyright  symbol  displayed in or  accessible  through the
links,  or that any linked web sites are authorized to use any trademark,  trade
name, logo or copyright symbol of geoVue, any of their affiliates or licensors.


<PAGE>

7.       Disclaimer of Warranties and Damages; Limitation of Liability

The site selection  package is a preliminary  report and  assessment  based upon
data available on geoVue's databases.  It is provided without  representation or
warranty. Not all retailers,  competitors,  employers, or streets were reviewed.
Acceptable  sites may not be available on favorable  terms within the  indicated
areas. The assessment may be (or become) inaccurate due to changing  demographic
and  economic  conditions;  opening  and  closing of  retailers,  employers  and
competitors;  modifications to roads and other transportation systems; and other
causes. It is your  responsibility to fully analyze the indicated area to remain
aware  of  the  changes  in  it,  and  to  seek  locations  that  are  the  most
advantageous. Upon delivery of the purchased site selection reports, you will no
longer  have  access  to any data or  information  you had  previously  created,
maintained,  managed,  or stored in Products.  geoVue is under no  obligation to
maintain any such data or information.  Your  obligations  pursuant to Section 1
(Acceptance of the Terms),  Section 2 (Limited  License),  Section 4 (Ownership;
Restrictions), Section 5 (Indemnification),  Section 7 (Disclaimer of Warranties
and Damages;  Limitation of Liability), and Section 8 (General Provisions) shall
survive the termination of your use of the Products. THE PRODUCTS, INCLUDING ALL
CONTENT,  SOFTWARE,  FUNCTIONS,  MATERIALS AND INFORMATION  MADE AVAILABLE ON OR
ACCESSED THROUGH THE PRODUCTS, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS,
WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT,  MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE.  NEITHER geoVue NOR ITS CONTENT PROVIDERS WARRANT THAT THE
FUNCTIONS,  FEATURES OR CONTENT  CONTAINED IN THE PRODUCTS WILL BE UNINTERRUPTED
OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OTHER PRODUCTS OR THE
SERVERS)  THAT  MAKE  THEM  AVAILABLE  ARE  FREE OF  VIRUSES  OR  OTHER  HARMFUL
COMPONENTS;  NOR DO THEY MAKE ANY WARRANTY OR  REPRESENTATION AS TO THE ACCURACY
OR RELIABILITY OF THE PRODUCTS, THE CONTENT THEREOF, THE MATERIALS,  INFORMATION
AND FUNCTIONS  MADE  ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED  THROUGH THE
PRODUCTS,  ANY PRODUCTS OR SERVICES OR HYPERTEXT  LINKS TO THIRD  PARTIES OR FOR
ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION
THROUGH THE PRODUCTS OR ANY LINKED  PRODUCTS.  geoVue AND ITS  SUBSIDIARIES  AND
AFFILIATES  MAKE  NO  WARRANTIES  AND  SHALL  NOT BE  LIABLE  FOR THE USE OF THE
PRODUCTS,  INCLUDING  WITHOUT  LIMITATION.  THE CONTENT AND ANY ERRORS CONTAINED
THEREIN UNDER ANY DIRECT OR INDIRECT CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO
geoVue's NEGLIGENCE.  IF YOU ARE DISSATISFIED WITH THE PRODUCTS OR ANY MATERIALS
ON THE PRODUCTS,  YOUR SOLE REMEDY FOR ALL OF THE FOREGOING  SHALL BE LIMITED TO
THE  GREATER OF THE AMOUNT  ACTUALLY  PAID FOR BY YOU FOR THE  PRODUCTS  OR FIVE
DOLLARS (USD $5.00).  UNDER NO  CIRCUMSTANCES  SHALL geoVue,  ITS  SUBSIDIARIES,
AFFILIATES  OR  CONTENT  PROVIDERS  BE LIABLE  FOR ANY  SPECIAL,  INCIDENTAL  OR
CONSEQUENTIAL  DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR
THE  INABILITY TO USE, THE CONTENT,  MATERIALS  AND  FUNCTIONS IN THE  PRODUCTS,
INCLUDING  WITHOUT  LIMITATION  LOSS OF REVENUE OR  ANTICIPATED  PROFITS OR LOST
BUSINESS, EVEN IF SUCH ENTITIES OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN
ADVISED  OF THE  POSSIBILITY  OF SUCH  DAMAGES.  SOME  STATES  DO NOT  ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES,  SO THE ABOVE
LIMITATION  OR  EXCLUSION  MAY NOT  APPLY TO YOU.  IN NO EVENT  SHALL  THE TOTAL
LIABILITY OF geoVue,  ITS  SUBSIDIARIES  AND  AFFILIATES TO YOU FOR ALL DAMAGES,
LOSSES,  AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT,  INCLUDING,  BUT NOT
LIMITED T0, NEGLIGENCE OR OTHERWISE)  ARISING FROM THESE TERMS AND CONDITIONS OR
YOUR USE OF THE PRODUCTS  EXCEED,  IN THE  AGGREGATE,  ONE HUNDRED  DOLLARS (USD
$100.00).


<PAGE>

8.       General Provisions

These terms and conditions shall be governed by and construed in accordance with
the laws of the  Commonwealth of  Massachusetts,  without regard to conflicts of
laws  provisions.  The  sole  and  exclusive  jurisdiction  for  any  action  or
proceeding  arising out of or related to these terms and conditions  shall be an
appropriate  State or Federal court located in the Commonwealth of Massachusetts
and you hereby  irrevocably  consent to the jurisdiction of such courts.  If for
any reason a court of competent  jurisdiction finds any provision of these terms
and conditions, or portion thereof, to be unenforceable, that provision shall be
enforced to the maximum  extent  permissible so as to effect the intent of these
terms and  conditions,  and the  remainder of these terms and  conditions  shall
continue in full force and effect.  These terms and  conditions  constitute  the
entire  agreement  between  you and geoVue with  respect to the  subject  matter
hereof,  and  supersede  all  previous  written or oral  agreements  between the
parties with respect to such subject  matter.  No waiver by either you or geoVue
of any  breach  or  default  hereunder  shall be  deemed  to be a waiver  of any
preceding or subsequent breach or default.  The section headings used herein are
for convenience only and shall not be given any legal import.
<PAGE>




                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                           FRANCHISE AGREEMENT FOR THE
                                STATE OF ILLINOIS

This Addendum  pertains to  franchises  sold in the State of Illinois and is for
the purpose of complying with Illinois statutes and regulations. Notwithstanding
anything  which may be contained in the body of the  Franchise  Agreement to the
contrary, the Agreement is amended to include the following:

1.  Section  41 of the  Illinois  Franchise  Disclosure  Act  states  that  "any
condition,  stipulation or provision purporting to bind any person acquiring any
franchise  to  waive  compliance  with  any  provision  of  this  Act is  void."
Accordingly, the fourth and fifth sentences of Section 15.B of the Agreement are
hereby deleted in their entirety.

2. Section 15.B of the Agreement is hereby amended to include the following:

                  Nothing in this  Section  15.B,  however,  may be construed to
                  mean that you may not rely on the BUFFALO WILD WINGS  Offering
                  Circular that we provided to you in connection  with the offer
                  and purchase of your BUFFALO WILD WINGS Business. Although the
                  statements in the Offering  Circular do not become part of the
                  Franchise  Agreement,  nothing in the  Offering  Circular  may
                  contradict or be inconsistent with the contract terms.

3. The first sentence of Section 15.I is hereby deleted in its entirety, and the
following substituted in lieu thereof:

                  Subject to Section 12.A, any cause of action,  claim,  suit or
                  demand allegedly  arising from or related to the terms of this
                  Agreement or the  relationship  of the parties must be brought
                  in the Illinois federal or state court for the Designated Area
                  in which you are located.

4. Section 15.H(1) is deleted in its entirety and replaced with the following:

                  Applicable Law and Waiver. Subject to our rights under federal
                  trademark  laws and the  parties'  rights  under  the  Federal
                  Arbitration  Act  in  accordance  with  Paragraph  12 of  this
                  Agreement,  the parties' rights under this Agreement,  and the
                  relationship  between the parties is governed  by, and will be
                  interpreted in accordance with, the laws of Illinois.

5.  As  stated  in the  text  of the  Acknowledgment  Addendum,  representations
contained in the Acknowledgment Addendum are not intended for nor shall they act
as a release,  estoppel  or waiver of rights  that you as a  franchisee  have or
liabilities that you may incur under the Illinois Franchise  Disclosure Act, 815
IL ss. 705.

6. Except as amended  herein,  the  Franchise  Agreement  will be construed  and
enforced in accordance with its terms.



<PAGE>



Each of the  undersigned  hereby  acknowledges  having read and understood  this
Addendum and consents to be bound by all of its terms.



YOU:                                   US:

                                       BUFFALO WILD WINGS INTERNATIONAL, INC.



                                       ______________________________________
_____________________________________  By:  Sally J. Smith
By:  ________________________________       --------------
    Its:_____________________________       President & CEO



_____________________________________
By:  ________________________________
    Its:_____________________________




<PAGE>







                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                           FRANCHISE AGREEMENT FOR THE
                                STATE OF MARYLAND

This Addendum  pertains to  franchises  sold in the State of Maryland and is for
the purpose of complying with Maryland statutes and regulations. Notwithstanding
anything  which may be contained in the body of the  Franchise  Agreement to the
contrary, the Agreement is amended as follows:

1. The following sentence is added to the end of Section 14.C:

                  Notwithstanding  the preceding  sentence,  any claims  arising
                  under the Maryland  Franchise  Registration and Disclosure Law
                  must be  brought  within  three  years  after the date of this
                  Agreement.

2. The following sentence is hereby added to the end of Section 11.D.6:

                  Nothing  in  this  Section  11.D.6,  however,  will  act  as a
                  release,  estoppel or waiver of any liability  incurred  under
                  the Maryland Franchise Registration and Disclosure Law.

3. The following sentence is hereby added to the end of Section 15.B:

                  Nothing in this Section 15.B, however,  will act as a release,
                  estoppel  or  waiver  of  any  liability  incurred  under  the
                  Maryland Franchise Registration and Disclosure Law.

4.  Section  15.I is amended to provide that you may bring a lawsuit in Maryland
for claims arising under the Maryland Franchise Registration and Disclosure Law.
Section  15.I is further  amended to provide that any claims  arising  under the
Maryland Franchise  Registration and Disclosure Law must be brought within three
(3) years after the date of the Franchise Agreement.

5. Any provision in the Agreement  that requires you to disclaim the  occurrence
and/or  acknowledge the non occurrence of acts that would constitute a violation
of the Maryland Franchise Registration and Disclosure Law is not intended to nor
will it act as a release, estoppel or waiver of any liability incurred under the
Maryland Franchise Registration and Disclosure Law.

6. Except as amended  herein,  the  Franchise  Agreement  will be construed  and
enforced in accordance with its terms.

Each of the  undersigned  hereby  acknowledges  having read and understood  this
Addendum and consents to be bound by all of its terms.



YOU:                                   WE:

                                       BUFFALO WILD WINGS INTERNATIONAL, INC.

                                       ______________________________________
_____________________________________  By:  Sally J. Smith
By:  ________________________________       --------------
    Its:_____________________________       President & CEO



_____________________________________
By:  ________________________________
    Its:_____________________________




<PAGE>






                                RELEASE OF CLAIMS

         For and in  consideration  of the  agreements  and covenants  described
below, Buffalo Wild Wings  International,  Inc. ("BWW") and ("Franchisee") enter
into this Release of Claims ("Agreement").

                                    RECITALS

         A. BWW and  Franchisee  entered into a BUFFALO WILD WINGS(R)  Franchise
Agreement dated __________, ____________.

         B. [NOTE: Describe the circumstances relating to the release.]

         C. Subject to and as addressed  with greater  specificity  in the terms
and conditions set forth below,  BWW and Franchisee now desire to settle any and
all disputes that may exist between them relating to the Franchise Agreement.

                                   AGREEMENTS

         1. CONSIDERATION. [NOTE: Describe the consideration paid.]

         2-3. [NOTE: Detail other terms and conditions of the release.]

         4.  RELEASE OF CLAIMS BY BWW. In  consideration  of, and only upon full
payment  of  $________  to BWW,  and the  other  terms  and  conditions  of this
Agreement, the receipt and sufficiency of which is hereby acknowledged, BWW, for
itself,  its  parent  company  and  for  each  of its  affiliated  corporations,
subsidiaries,  divisions,  insurers,  indemnitors,  attorneys,  successors,  and
assigns,  together  with  all of  its  past  and  present  directors,  officers,
employees,  attorneys,  agents,  assigns and representatives does hereby release
and forever discharge Franchisee and each of his heirs,  executors,  successors,
and  assigns  of and  from  any  and all  actions,  suits,  proceedings,  claims
(including,  but not  limited  to,  claims  for  attorney's  fees),  complaints,
judgments,  executions,  whether  liquidated or unliquidated,  known or unknown,
asserted  or  unassorted,  absolute  or  contingent,  accrued  or  not  accrued,
disclosed or undisclosed,  related to the Franchise Agreement. This release does
not release Franchisee from any obligations he may have under this Agreement.

         5. RELEASE OF CLAIMS BY FRANCHISEE. In consideration of the other terms
and conditions of this Agreement, the receipt and sufficiency of which is hereby
acknowledged,  Franchisee,  for  himself  and for each of his heirs,  executors,
administrators,  insurers, attorneys, agents,  representatives,  successors, and
assigns,   does  hereby  release  and  forever   discharge  Buffalo  Wild  Wings
International,  Inc., its parent  company and each of its respective  affiliated
corporations,   subsidiaries,   divisions,  insurers,  indemnitors,   attorneys,
successors,  and assigns, together with all of their past and present directors,
officers,  employees,  attorneys,  agents,  assigns and representatives in their
capacities as such, of and from any and all actions, suits, proceedings,  claims
(including,  but not  limited  to,  claims  for  attorney's  fees),  complaints,
charges,  judgments,  executions,  whether liquidated or unliquidated,  known or
unknown, asserted or unasserted, absolute or contingent, accrued or not accrued,
related to the Franchise Agreement.

         6.  RESERVATION OF CLAIMS AGAINST  NON-SETTLING  PARTIES.  Buffalo Wild
Wings  International,  Inc. and  Franchisee  expressly  reserve  their right and
claims against any non-settling persons, firms, corporations,  or other entities
for whatever portion or percentage their damages are found to be attributable to
the wrongful conduct of said non-settling parties.

         7. ENTIRE  AGREEMENT.  This Agreement  constitutes the entire agreement
between the parties  relative to the subject matter  contained  herein,  and all
prior  understandings,  representations  and agreements  made by and between the
parties  relative to the contents  contained in this  Agreement  are merged into
this Agreement.

         8. VOLUNTARY  NATURE OF AGREEMENT.  The parties  acknowledge  and agree
that they have entered into this Agreement voluntarily and without any coercion.
The parties further represent that they have had the opportunity to consult with
an  attorney  of their  own  choice,  that  they  have  read  the  terms of this
Agreement, and that they fully understand and voluntarily accept the terms.


<PAGE>

         9. GOVERNING LAW AND JURISDICTION. This Agreement will be construed and
enforced in accordance with the law of the state of ____________.

         10. ATTORNEYS' FEES. All rights and remedies under this Agreement shall
be cumulative  and none shall exclude any other right or remedy  allowed by law.
In the event of a breach of this  Agreement  that requires one of the parties to
enforce the terms and conditions of this  Agreement,  the  non-prevailing  party
shall pay the prevailing party's attorneys' fees and costs incurred by reason of
the breach.


                                       BUFFALO WILD WINGS INTERNATIONAL, INC.


Date:  __________________,2006

                                       ______________________________________
                                       By:  Sally J. Smith
                                            --------------
                                            Its:  President & CEO



                                       FRANCHISEE:

                                       By:  ________________________________
Date:  __________________,2006             Its:______________________________





<PAGE>



                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                           FRANCHISE AGREEMENT FOR THE
                               STATE OF MINNESOTA

This Addendum  pertains to franchises  sold in the State of Minnesota and is for
the   purpose  of   complying   with   Minnesota   statutes   and   regulations.
Notwithstanding  anything  which may be contained  in the body of the  Franchise
Agreement to the contrary, the Agreement is amended as follows:

1. We will undertake the defense of any claim of  infringement  by third parties
involving the BUFFALO WILD WINGS mark,  and you will  cooperate with the defense
in any  reasonable  manner  prescribed  by us  with  any  direct  cost  of  such
cooperation to be borne by us.

2. Minnesota law provides  franchisees  with certain  termination and nonrenewal
rights.  As of the date of this Franchise  Agreement,  Minn.  Stat. Sec. 80C.14,
Subd. 3, 4 and 5 require,  except in certain  specified cases, that a franchisee
be given  90 days  notice  of  termination  (with 60 days to cure)  and 180 days
notice for nonrenewal of the franchise agreement.

3. The  second  sentence  of  Section  12.B of the  Agreement  is deleted in its
entirety  and will  have no  further  force  and  effect  and the  following  is
substituted in lieu thereof:

                  Therefore, it is mutually agreed that in the event of a breach
                  or threatened  breach of any of the terms of this Agreement by
                  you,  we will  forthwith  be  entitled  to seek an  injunction
                  restraining   such   breach  or  to  a  decree   of   specific
                  performance,  without  showing or proving  any actual  damage,
                  together with recovery of reasonable attorneys' fees and other
                  costs incurred in obtaining said equitable relief,  until such
                  time  as a  final  and  binding  determination  is made by the
                  arbitrators.

4. Section 15.J is hereby deleted in its entirety.

5. No  release  language  set forth in the  Franchise  Agreement  shall  relieve
Franchisor or any other person,  directly or indirectly,  from liability imposed
by the laws  concerning  franchising in the State of Minnesota,  provided,  that
this part will not bar the voluntary settlement of disputes.

6. Except as amended  herein,  the  Franchise  Agreement  will be construed  and
enforced in accordance with its terms.

Each of the  undersigned  hereby  acknowledges  having read and understood  this
Addendum and consents to be bound by all of its terms.



YOU:                                   WE:

                                       BUFFALO WILD WINGS INTERNATIONAL, INC.

                                       ______________________________________
_____________________________________  By:  Sally J. Smith
By:  ________________________________       --------------
    Its:_____________________________  Its: President & CEO



_____________________________________
By:  ________________________________
    Its:_____________________________






<PAGE>






                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                           FRANCHISE AGREEMENT FOR THE
                              STATE OF NORTH DAKOTA

This Addendum  pertains to  franchises  sold in the State of North Dakota and is
for the  purpose  of  complying  with North  Dakota  statutes  and  regulations.
Notwithstanding  anything  which may be contained  in the body of the  Franchise
Agreement to the contrary, the Agreement is amended to include the following:

1.  Notwithstanding   anything  contained  in  Section  12.A  of  the  Franchise
Agreement, any arbitration proceeding must take place in the city nearest to the
your Business in which the American Arbitration  Association maintains an office
and  facility  for  arbitration,  or at such other  location  as may be mutually
agreed upon by the parties.

2.  Covenants  not to compete such as those  mentioned  in Sections  10.D of the
Franchise  Agreement  may be  subject to  Section  9-08-06  of the North  Dakota
Century  Code and  unenforceable  in the State of North  Dakota if  contrary  to
Section 9-08-06.

3. The North Dakota Securities  Commissioner has held that requiring franchisees
to  consent to the  jurisdiction  of courts  outside of North  Dakota is unfair,
unjust or inequitable  within the intent of Section 51-19-09 of the North Dakota
Franchise  Investment  Law.  The first  sentence  of Section  15.I is  therefore
deleted in its entirety, and the following substituted in lieu thereof:

                  Any cause of action,  claim,  suit or demand allegedly arising
                  from  or  related  to  the  terms  of  this  Agreement  or the
                  relationship of the parties that is not subject to arbitration
                  under  Paragraph  12 must be brought in the  Federal  District
                  Court for the  District of  Minnesota  or in  Hennepin  County
                  District  Court,   Fourth  Judicial   District,   Minneapolis,
                  Minnesota or the federal or state court of the Designated Area
                  in which the you are located.

4. Section 15.J is hereby deleted from the Franchise  Agreement,  as a waiver of
punitive damages is considered unenforceable in the State of North Dakota.

5. Pursuant to Section 51-19-09 of the North Dakota Franchise  Investment Law, a
franchisee  may not be  required  to sign a general  release as a  condition  of
renewal under Section 4.B of the Franchise Agreement.

6. Except as amended  herein,  the  Franchise  Agreement  will be construed  and
enforced in accordance with its terms.



Each of the  undersigned  hereby  acknowledges  having read and understood  this
Addendum and consents to be bound by all of its terms.



YOU:                                   WE:

                                       BUFFALO WILD WINGS INTERNATIONAL, INC.

                                       ______________________________________
_____________________________________  By:  Sally J. Smith
By:  ________________________________       --------------
    Its:_____________________________  Its: President & CEO



_____________________________________
By:  ________________________________
    Its:_____________________________


_____________________________________
By:  ________________________________
    Its:_____________________________

<PAGE>



                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                           FRANCHISE AGREEMENT FOR THE
                               STATE OF WASHINGTON

         This Addendum  pertains to  franchises  sold in the State of Washington
and is for the purpose of complying with  Washington  statutes and  regulations.
Notwithstanding  anything  which may be contained  in the body of the  Franchise
Agreement to the contrary, the Agreement is amended to include the following:

1.  Section  15.B of the  Franchise  Agreement is amended by the addition of the
following language:

                  If any of the provisions in the Franchise Offering Circular or
         Franchise  Agreement are inconsistent with the relationship  provisions
         of R.C.W.  19.100.180 or other requirements of the Washington Franchise
         Investment  Protection Act, the provisions of the Act will prevail over
         the  inconsistent  provisions  of the Franchise  Offering  Circular and
         Franchise Agreement with regard to any franchise sold in Washington.

2. The second sentence of Section 12.A is hereby deleted in its entirety and the
following substituted in lieu thereof

                  The  arbitration  must  take  place  either  in the  state  of
         Washington,  or in a place  mutually  agreed  upon  at the  time of the
         arbitration, or as determined by the arbitrator.

3.  Paragraph  16 of the  Franchise  Agreement is amended by the addition of the
following language:

                  A release or waiver of rights executed by you will not include
         rights under the Washington Franchise Investment  Protection Act except
         when executed  pursuant to a negotiated  settlement after the agreement
         is in effect  and where the  parties  are  represented  by  independent
         counsel.  Provisions such as those which unreasonably restrict or limit
         the statute of limitations  period for claims under the Act,  rights or
         remedies  under  the Act  such as a right  to a jury  trial  may not be
         enforceable.

4. Except as amended  herein,  the  Franchise  Agreement  will be construed  and
enforced in accordance with its terms.




Each of the  undersigned  hereby  acknowledges  having read and understood  this
Addendum and consents to be bound by all of its terms.


YOU:                                   WE:

                                       BUFFALO WILD WINGS INTERNATIONAL, INC.

                                       ______________________________________
_____________________________________  By:  Sally J. Smith
By:  ________________________________       --------------
    Its:_____________________________  Its: President & CEO



_____________________________________
By:  ________________________________
    Its:_____________________________


_____________________________________
By:  ________________________________
    Its:_____________________________

<PAGE>



                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                           FRANCHISE AGREEMENT FOR THE
                               STATE OF WISCONSIN

This Addendum  pertains to  franchisees in the State of Wisconsin and is for the
purpose of complying with Wisconsin  statutes and  regulations.  Notwithstanding
anything  which may be contained in the body of the  Franchise  Agreement to the
contrary, the Agreement is amended to include the following:

1. Notwithstanding  anything which may be contained in the body of the Franchise
Agreement  to  the  contrary,  Section  13.B  of  the  Agreement  pertaining  to
"Termination by Us" is extended as follows:

         We  will  provide  you at  least  90  days'  prior  written  notice  of
         termination,   cancellation,   or  substantial  change  in  competitive
         circumstances.  The notice will state all the reasons for  termination,
         cancellation,  or substantial  change in competitive  circumstances and
         will  provide  that you have 60 days in which to  rectify  any  claimed
         deficiency.  If the deficiency is rectified  within 60 days, the notice
         will  be  void.  If  the  reason  for  termination,   cancellation,  or
         substantial  change in competitive  circumstances is nonpayment of sums
         due under the franchise, you will be entitled to written notice of such
         default,  and will have not less  than 10 days in which to remedy  such
         default from the date of delivery or posting of such notice.

2. Ch. 135, Stats., the Wisconsin Fair Dealership Law, supersedes any provisions
of this Agreement or a related document between you and us inconsistent with the
Law.

3. Except as amended  herein,  the  Franchise  Agreement  will be construed  and
enforced in accordance with its terms.

Each of the  undersigned  hereby  acknowledges  having read and understood  this
Addendum and consents to be bound by all of its terms.


FRANCHISEE:                            FRANCHISOR:

                                       BUFFALO WILD WINGS INTERNATIONAL, INC.

                                       ______________________________________
_____________________________________  By:  Sally J. Smith
By:  ________________________________       --------------
    Its:_____________________________  Its: President & CEO



_____________________________________
By:  ________________________________
    Its:_____________________________


_____________________________________
By:  ________________________________
    Its:_____________________________




<PAGE>


                           ACKNOWLEDGMENT ADDENDUM TO
                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT

As you  know,  you  and we are  entering  into a  Franchise  Agreement  for  the
operation  of  a  BUFFALO  WILD   WINGS(R)   franchise.   The  purpose  of  this
Acknowledgment  Addendum is to determine whether any statements or promises were
made to you that we have not  authorized  or that may be untrue,  inaccurate  or
misleading, and to be certain that you understand the limitations on claims that
may be made  by you by  reason  of the  offer  and  sale  of the  franchise  and
operation  of your  business.  Please  review  each of the  following  questions
carefully and provide honest responses to each question.

ACKNOWLEDGMENTS AND REPRESENTATIONS*.

1.       Did you receive a copy of our Offering  Circular  (and all exhibits and
         attachments)  at least 10 business  days prior to signing the Franchise
         Agreement? Check one: ( ) Yes ( ) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

1A.      For Illinois  residents or those  wishing to locate their  franchise in
         Illinois,  did you  receive a copy of our  Offering  Circular  (and all
         exhibits and  attachments)  at least 14 calendar  days prior to signing
         the  Franchise  Agreement?  Check  one:  ( ) Yes ( ) No. If no,  please
         comment:
         _______________________________________________________________________

         _______________________________________________________________________

2.       Have you studied and  reviewed  carefully  our  Offering  Circular  and
         Franchise Agreement? Check one: ( ) Yes ( ) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

3.       Did you receive a copy of the  Franchise  Agreement at least 5 business
         days prior to the date on which the  Franchise  Agreement was executed?
         Check one: ( ) Yes ( ) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

4.       Did you understand all the  information  contained in both the Offering
         Circular  and  Franchise  Agreement?  Check one: ( ) Yes ( ) No. If no,
         please comment:
         _______________________________________________________________________

         _______________________________________________________________________

5.       Was any oral,  written or visual  claim or  representation  made to you
         that contradicted the disclosures in the Offering Circular?  Check one:
         ( ) Yes ( ) No. If yes,  please  state in detail  the oral,  written or
         visual claim or representation:
         _______________________________________________________________________

         _______________________________________________________________________

6.      Did any  employee or other  person  speaking  on behalf of Buffalo  Wild
        Wings  International,  Inc.  make any oral,  written  or  visual  claim,
        statement,  promise or  representation  to you that  stated,  suggested,
        predicted or projected sales, revenues,  expenses,  earnings,  income or
        profit  levels at any BUFFALO WILD WINGS  location or  business,  or the
        likelihood of success at your franchised business?  Check one: ( ) Yes (
        ) No. If yes,  please state in detail the oral,  written or visual claim
        or representation:

7.      Did any  employee or other  person  speaking  on behalf of Buffalo  Wild
        Wings  International,  Inc. make any statement or promise  regarding the
        costs  involved in  operating a franchise  that is not  contained in the
        Offering  Circular  or that is  contrary  to,  or  different  from,  the
        information contained in the Offering Circular. Check one: (__) Yes (__)
        No. If yes, please comment:

         _______________________________________________________________________

         _______________________________________________________________________

<PAGE>



8.       Do you understand  that that the franchise  granted is for the right to
         develop and operate the  Restaurants  in the Designated  Territory,  as
         stated in Subparagraph 2.B, and that, according to Subparagraph 2.D, we
         and our  affiliates  have the  right  to  distribute  products  through
         alternative  methods of distribution and to issue franchises or operate
         competing businesses for or at locations, as we determine,  (i) outside
         of  your  Designated  Area  using  any  trademarks;  (ii)  inside  your
         Designated  Territory using any trademarks  other than the BUFFALO WILD
         WINGS  Trademark;  and (iii) inside the Designated  Territory using the
         BUFFALO  WILD WINGS  Trademark,  for  facilities  at Special  Sites and
         facilities  with interior areas less than 2,400 square feet (subject to
         your right of first  refusal as detailed in the  Franchise  Agreement)?
         Check one: (__) Yes (__) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

9.      Do you  understand  that the  Franchise  Agreement  contains  the entire
        agreement   between  you  and  us  concerning   the  franchise  for  the
        Restaurant,  meaning that any prior oral or written  statements  not set
        out in the Franchise Agreement will not be binding?  Check one: (__) Yes
        (__) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

10.     Do you understand  that the success or failure of your  Restaurant  will
        depend in large part upon your  skills  and  experience,  your  business
        acumen,  your location,  the local market for products under the BUFFALO
        WILD WINGS  trademarks,  interest  rates,  the economy,  inflation,  the
        number of employees  you hire and their  compensation,  competition  and
        other economic and business factors? Further, do you understand that the
        economic  and  business  factors  that  exist at the time you open  your
        Business may change? Check one (__) Yes (__) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

11.     Do you understand that you are bound by the non-compete  covenants (both
        in-term  and  post-term)   listed  in  Subparagraph  10.D  and  that  an
        injunction  is an  appropriate  remedy to protect the  interests  of the
        BUFFALO WILD WINGS system if you violate the  covenant(s)?  Further,  do
        you  understand  that the term  "you" for  purposes  of the  non-compete
        covenants is defined broadly in subparagraph 10.D, such that any actions
        in  violation  of the  covenants  by those  holding any  interest in the
        franchisee  entity may result in an injunction,  default and termination
        of the  Franchise  Agreement?  Check one (__) Yes (__) No. If no, please
        comment:
         _______________________________________________________________________

         _______________________________________________________________________

YOU  UNDERSTAND  THAT YOUR ANSWERS ARE  IMPORTANT TO US AND THAT WE WILL RELY ON
THEM. BY SIGNING THIS ADDENDUM,  YOU ARE  REPRESENTING  THAT YOU HAVE CONSIDERED
EACH QUESTION CAREFULLY AND RESPONDED TRUTHFULLY TO THE ABOVE QUESTIONS. IF MORE
SPACE IS NEEDED FOR ANY ANSWER, CONTINUE ON A SEPARATE SHEET AND ATTACH.


NOTE: IF THE RECIPIENT IS A CORPORATION,  PARTNERSHIP, LIMITED LIABILITY COMPANY
OR OTHER ENTITY, EACH OF ITS PRINCIPAL OWNERS MUST EXECUTE THIS ACKNOWLEDGMENT.


Signed:_____________________________________________
Print Name:_________________________________________
Date:_______________________________________________

APPROVED ON BEHALF OF
BUFFALO WILD WINGS INTERNATIONAL, INC.

By:__________________________________________________
Title:   Sally J. Smith, President & CEO
_____________________________________________________
Date:
_____________________________________________________



*Such  representations  are not  intended  to nor shall  they act as a  release,
estoppel  or waiver of any  liability  incurred  under  the  Illinois  Franchise
Disclosure Act or under the Maryland Franchise Registration and Disclosure Law.


<PAGE>



                           ACKNOWLEDGMENT ADDENDUM TO
                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT

As you  know,  you  and we are  entering  into a  Franchise  Agreement  for  the
operation  of  a  BUFFALO  WILD   WINGS(R)   franchise.   The  purpose  of  this
Acknowledgment  Addendum is to determine whether any statements or promises were
made to you that we have not  authorized  or that may be untrue,  inaccurate  or
misleading, and to be certain that you understand the limitations on claims that
may be made  by you by  reason  of the  offer  and  sale  of the  franchise  and
operation  of your  business.  Please  review  each of the  following  questions
carefully and provide honest responses to each question.

ACKNOWLEDGMENTS AND REPRESENTATIONS*.

1.       Did you receive a copy of our Offering  Circular  (and all exhibits and
         attachments)  at least 10 business  days prior to signing the Franchise
         Agreement? Check one: ( ) Yes ( ) No. If no, please comment:

         _______________________________________________________________________

         _______________________________________________________________________

1A.     For  Illinois  residents or those  wishing to locate their  franchise in
        Illinois,  did you  receive  a copy of our  Offering  Circular  (and all
        exhibits and attachments) at least 14 calendar days prior to signing the
        Franchise Agreement? Check one: ( ) Yes ( ) No. If no, please comment:

2.       Have you studied and  reviewed  carefully  our  Offering  Circular  and
         Franchise Agreement? Check one: ( ) Yes ( ) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________


3.       Did you receive a copy of the  Franchise  Agreement at least 5 business
         days prior to the date on which the  Franchise  Agreement was executed?
         Check one: ( ) Yes ( ) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

4.       Did you understand all the  information  contained in both the Offering
         Circular  and  Franchise  Agreement?  Check one: ( ) Yes ( ) No. If no,
         please comment:
         _______________________________________________________________________

         _______________________________________________________________________

5.       Was any oral,  written or visual  claim or  representation  made to you
         that contradicted the disclosures in the Offering Circular?  Check one:
         ( ) Yes ( ) No. If yes,  please  state in detail  the oral,  written or
         visual claim or representation:
         _______________________________________________________________________

         _______________________________________________________________________


6.      Did any  employee or other  person  speaking  on behalf of Buffalo  Wild
        Wings  International,  Inc.  make any oral,  written  or  visual  claim,
        statement,  promise or  representation  to you that  stated,  suggested,
        predicted or projected sales, revenues,  expenses,  earnings,  income or
        profit  levels at any BUFFALO WILD WINGS  location or  business,  or the
        likelihood of success at your franchised business?  Check one: ( ) Yes (
        ) No. If yes,  please state in detail the oral,  written or visual claim
        or representation:
         _______________________________________________________________________

         _______________________________________________________________________

7.      Did any  employee or other  person  speaking  on behalf of Buffalo  Wild
        Wings  International,  Inc. make any statement or promise  regarding the
        costs  involved in  operating a franchise  that is not  contained in the
        Offering  Circular  or that is  contrary  to,  or  different  from,  the
        information contained in the Offering Circular. Check one: (__) Yes (__)
        No. If yes, please comment:
         _______________________________________________________________________

         _______________________________________________________________________


<PAGE>



8.       Do you understand  that that the franchise  granted is for the right to
         develop and operate the  Restaurants  in the Designated  Territory,  as
         stated in Subparagraph 2.B, and that, according to Subparagraph 2.D, we
         and our  affiliates  have the  right  to  distribute  products  through
         alternative  methods of distribution and to issue franchises or operate
         competing businesses for or at locations, as we determine,  (i) outside
         of  your  Designated  Area  using  any  trademarks;  (ii)  inside  your
         Designated  Territory using any trademarks  other than the BUFFALO WILD
         WINGS  Trademark;  and (iii) inside the Designated  Territory using the
         BUFFALO  WILD WINGS  Trademark,  for  facilities  at Special  Sites and
         facilities  with interior areas less than 2,400 square feet (subject to
         your right of first  refusal as detailed in the  Franchise  Agreement)?
         Check one: (__) Yes (__) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

9.      Do you  understand  that the  Franchise  Agreement  contains  the entire
        agreement   between  you  and  us  concerning   the  franchise  for  the
        Restaurant,  meaning that any prior oral or written  statements  not set
        out in the Franchise Agreement will not be binding?  Check one: (__) Yes
        (__) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

10.     Do you understand  that the success or failure of your  Restaurant  will
        depend in large part upon your  skills  and  experience,  your  business
        acumen,  your location,  the local market for products under the BUFFALO
        WILD WINGS  trademarks,  interest  rates,  the economy,  inflation,  the
        number of employees  you hire and their  compensation,  competition  and
        other economic and business factors? Further, do you understand that the
        economic  and  business  factors  that  exist at the time you open  your
        Business may change? Check one (__) Yes (__) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

11.     Do you understand that you are bound by the non-compete  covenants (both
        in-term  and  post-term)   listed  in  Subparagraph  10.D  and  that  an
        injunction  is an  appropriate  remedy to protect the  interests  of the
        BUFFALO WILD WINGS system if you violate the  covenant(s)?  Further,  do
        you  understand  that the term  "you" for  purposes  of the  non-compete
        covenants is defined broadly in subparagraph 10.D, such that any actions
        in  violation  of the  covenants  by those  holding any  interest in the
        franchisee  entity may result in an injunction,  default and termination
        of the  Franchise  Agreement?  Check one (__) Yes (__) No. If no, please
        comment:
         _______________________________________________________________________

         _______________________________________________________________________

YOU  UNDERSTAND  THAT YOUR ANSWERS ARE  IMPORTANT TO US AND THAT WE WILL RELY ON
THEM. BY SIGNING THIS ADDENDUM,  YOU ARE  REPRESENTING  THAT YOU HAVE CONSIDERED
EACH QUESTION CAREFULLY AND RESPONDED TRUTHFULLY TO THE ABOVE QUESTIONS. IF MORE
SPACE IS NEEDED FOR ANY ANSWER, CONTINUE ON A SEPARATE SHEET AND ATTACH.


NOTE: IF THE RECIPIENT IS A CORPORATION,  PARTNERSHIP, LIMITED LIABILITY COMPANY
OR OTHER ENTITY, EACH OF ITS PRINCIPAL OWNERS MUST EXECUTE THIS ACKNOWLEDGMENT.



Signed:_____________________________________________
Print Name:_________________________________________
Date:_______________________________________________

APPROVED ON BEHALF OF
BUFFALO WILD WINGS INTERNATIONAL, INC.

By:__________________________________________________
Title:   Sally J. Smith, President & CEO
_____________________________________________________
Date:
_____________________________________________________




*Such  representations  are not  intended  to nor shall  they act as a  release,
estoppel  or waiver of any  liability  incurred  under  the  Illinois  Franchise
Disclosure Act or under the Maryland Franchise Registration and Disclosure Law.


<PAGE>



                           ACKNOWLEDGMENT ADDENDUM TO
                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT

As you  know,  you  and we are  entering  into a  Franchise  Agreement  for  the
operation  of  a  BUFFALO  WILD   WINGS(R)   franchise.   The  purpose  of  this
Acknowledgment  Addendum is to determine whether any statements or promises were
made to you that we have not  authorized  or that may be untrue,  inaccurate  or
misleading, and to be certain that you understand the limitations on claims that
may be made  by you by  reason  of the  offer  and  sale  of the  franchise  and
operation  of your  business.  Please  review  each of the  following  questions
carefully and provide honest responses to each question.

ACKNOWLEDGMENTS AND REPRESENTATIONS*.

1.       Did you receive a copy of our Offering  Circular  (and all exhibits and
         attachments)  at least 10 business  days prior to signing the Franchise
         Agreement? Check one: ( ) Yes ( ) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

1A.     For  Illinois  residents or those  wishing to locate their  franchise in
        Illinois,  did you  receive  a copy of our  Offering  Circular  (and all
        exhibits and attachments) at least 14 calendar days prior to signing the
        Franchise Agreement? Check one: ( ) Yes ( ) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

2.       Have you studied and  reviewed  carefully  our  Offering  Circular  and
         Franchise Agreement? Check one: ( ) Yes ( ) No. If no, please comment:

         ______________________________________________________________________

         _______________________________________________________________________

3.       Did you receive a copy of the  Franchise  Agreement at least 5 business
         days prior to the date on which the  Franchise  Agreement was executed?
         Check one: ( ) Yes ( ) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

4.       Did you understand all the  information  contained in both the Offering
         Circular  and  Franchise  Agreement?  Check one: ( ) Yes ( ) No. If no,
         please comment:
         _______________________________________________________________________

         _______________________________________________________________________

5.       Was any oral,  written or visual  claim or  representation  made to you
         that contradicted the disclosures in the Offering Circular?  Check one:
         ( ) Yes ( ) No. If yes,  please  state in detail  the oral,  written or
         visual claim or representation:
         _______________________________________________________________________

         _______________________________________________________________________

6.      Did any  employee or other  person  speaking  on behalf of Buffalo  Wild
        Wings  International,  Inc.  make any oral,  written  or  visual  claim,
        statement,  promise or  representation  to you that  stated,  suggested,
        predicted or projected sales, revenues,  expenses,  earnings,  income or
        profit  levels at any BUFFALO WILD WINGS  location or  business,  or the
        likelihood of success at your franchised business?  Check one: ( ) Yes (
        ) No. If yes,  please state in detail the oral,  written or visual claim
        or representation:
         _______________________________________________________________________

         _______________________________________________________________________

7.      Did any  employee or other  person  speaking  on behalf of Buffalo  Wild
        Wings  International,  Inc. make any statement or promise  regarding the
        costs  involved in  operating a franchise  that is not  contained in the
        Offering  Circular  or that is  contrary  to,  or  different  from,  the
        information contained in the Offering Circular. Check one: (__) Yes (__)
        No. If yes, please comment:
         _______________________________________________________________________

         _______________________________________________________________________


<PAGE>



8.       Do you understand  that that the franchise  granted is for the right to
         develop and operate the  Restaurants  in the Designated  Territory,  as
         stated in Subparagraph 2.B, and that, according to Subparagraph 2.D, we
         and our  affiliates  have the  right  to  distribute  products  through
         alternative  methods of distribution and to issue franchises or operate
         competing businesses for or at locations, as we determine,  (i) outside
         of  your  Designated  Area  using  any  trademarks;  (ii)  inside  your
         Designated  Territory using any trademarks  other than the BUFFALO WILD
         WINGS  Trademark;  and (iii) inside the Designated  Territory using the
         BUFFALO  WILD WINGS  Trademark,  for  facilities  at Special  Sites and
         facilities  with interior areas less than 2,400 square feet (subject to
         your right of first  refusal as detailed in the  Franchise  Agreement)?
         Check one: (__) Yes (__) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

9.      Do you  understand  that the  Franchise  Agreement  contains  the entire
        agreement   between  you  and  us  concerning   the  franchise  for  the
        Restaurant,  meaning that any prior oral or written  statements  not set
        out in the Franchise Agreement will not be binding?  Check one: (__) Yes
        (__) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

10.     Do you understand  that the success or failure of your  Restaurant  will
        depend in large part upon your  skills  and  experience,  your  business
        acumen,  your location,  the local market for products under the BUFFALO
        WILD WINGS  trademarks,  interest  rates,  the economy,  inflation,  the
        number of employees  you hire and their  compensation,  competition  and
        other economic and business factors? Further, do you understand that the
        economic  and  business  factors  that  exist at the time you open  your
        Business may change? Check one (__) Yes (__) No. If no, please comment:
         _______________________________________________________________________

         _______________________________________________________________________

11.     Do you understand that you are bound by the non-compete  covenants (both
        in-term  and  post-term)   listed  in  Subparagraph  10.D  and  that  an
        injunction  is an  appropriate  remedy to protect the  interests  of the
        BUFFALO WILD WINGS system if you violate the  covenant(s)?  Further,  do
        you  understand  that the term  "you" for  purposes  of the  non-compete
        covenants is defined broadly in subparagraph 10.D, such that any actions
        in  violation  of the  covenants  by those  holding any  interest in the
        franchisee  entity may result in an injunction,  default and termination
        of the  Franchise  Agreement?  Check one (__) Yes (__) No. If no, please
        comment:

YOU  UNDERSTAND  THAT YOUR ANSWERS ARE  IMPORTANT TO US AND THAT WE WILL RELY ON
THEM. BY SIGNING THIS ADDENDUM,  YOU ARE  REPRESENTING  THAT YOU HAVE CONSIDERED
EACH QUESTION CAREFULLY AND RESPONDED TRUTHFULLY TO THE ABOVE QUESTIONS. IF MORE
SPACE IS NEEDED FOR ANY ANSWER, CONTINUE ON A SEPARATE SHEET AND ATTACH.


NOTE: IF THE RECIPIENT IS A CORPORATION,  PARTNERSHIP, LIMITED LIABILITY COMPANY
OR OTHER ENTITY, EACH OF ITS PRINCIPAL OWNERS MUST EXECUTE THIS ACKNOWLEDGMENT.


Signed:_____________________________________________
Print Name:_________________________________________
Date:_______________________________________________

APPROVED ON BEHALF OF
BUFFALO WILD WINGS INTERNATIONAL, INC.

By:__________________________________________________
Title:   Sally J. Smith, President & CEO
_____________________________________________________
Date:
_____________________________________________________



*Such  representations  are not  intended  to nor shall  they act as a  release,
estoppel  or waiver of any  liability  incurred  under  the  Illinois  Franchise
Disclosure Act or under the Maryland Franchise Registration and Disclosure Law.