**SONIC
      INDUSTRIES LLC**





**NUMBER
      5.5 LICENSE AGREEMENT**




















**BY
      AND BETWEEN SONIC INDUSTRIES LLC, Licensor and**








**________________________,
      Licensee**











**Sonic
      Drive-In of ____________________, ______________________**





**located
      at _____________________________**





**_________________________,
      ______________________.**
































**Dated:  ___________,
      _______.**























**Store
      No.
      _________**


**CIF
      No.
      __________**













TABLE
      OF
      CONTENTS


1.
                  DEFINITIONS.
                
                21.01.
                Affiliate.
                21.02.
                Control.
                21.03.
                DMA.
                21.04.
                Gross
                    Sales.
                21.05.
                License.
                31.06.
                MSA.
                31.07.
                Person.
                31.08.
                Proprietary
                    Marks.
                31.09.
                Protected
                    Area.
                41.10.
                Sonic
                    Restaurant.
                41.11.
                Sonic
                    System.
                41.12.
                Non-traditional
                    Locations.
                42. 
                  LICENSE GRANT.
                42.01.
                Location.
                52.02.
                Trade
                    Radius.
                52.03.
                Efficient
                    Market Development and Sales Dilution.
                62.04.
                Licensee.
                72.05.
                Use
                    of Sonic’s Marks.
                72.06.
                Site
                    Selection.
                72.07.
                Relocation.
                73.  TERM.
                
                83.01.
                Initial
                    Term.
                83.02.
                Opening
                    of Restaurant.
                83.03.
                Option.
                84.  DUTIES
                  OF LICENSOR.
                94.01.
                Plans.
                94.02.
                Operations
                    Manual.
                94.03.
                Marketing
                    Assistance.
                94.04.
                Communication.
                104.05.
                Evaluation
                    Program.
                105.  FEES.
                
                
                105.01.
                License
                    Fee.
                10
 
 
 5.02.
                Royalty
                    Fees.
                105.03.
                Brand
                    Fee.
                125.04.
                Transfer
                    Fee.
                125.05.
                Late
                    Charges.
                126.  DUTIES
                  OF LICENSEE.
                156.01.
                Sonic
                    Restaurant Site.
                126.02.
                Construction.
                136.03.
                Equipment
                    and Sign.
                146.04.
                Training.
                146.05.
                Compliance
                    with Entire System.
                156.06.
                Approved
                    Suppliers and Advertising Agencies.
                176.07.
                Best
                    Efforts.
                186.08.
                Interference
                    with Employment Relations of Others.
                186.09.
                SONIC’s
                    Standards.
                186.10.
                Majority
                    Interest Owner.
                187.  PROPRIETARY
                  MARKS.
                197.01.
                SONIC’s
                    Representations.
                197.02.
                Use
                    of Marks.
                197.03.
                Licensee’s
                    Understanding.
                208.  MANUAL.
                
                
                219.  CONFIDENTIAL
                  INFORMATION.
                219.01.
                SONIC
                    Proprietary and Confidential Information.
                219.02.
                Licensee’s
                    Use of Proprietary and Confidential Information.
                219.03.
                Licensee’s
                    Use of Sonic Operations Manual.
                2210.  ACCOUNTING
                  AND RECORDS.
                2210.01.
                Due
                    Date.
                2310.02.
                Record
                    Retention.
                2310.03.
                Charitable
                    Contributions and Discounts.
                2310.04.
                Annual
                    Reports.
                2310.05.
                Audit
                    by SONIC.
                2310.06.
                Third
                    –Party Audit.
                2410.07.
                Licensee’s
                    Failure to Timely Deliver Financial Records.
                2410.08.
                Financial
                    Disclosure.
                2411.  ADVERTISING
                  AND BRAND EXPENDITURES.
                25
 
 
 11.01.
                Standard
                    Program.
                2511.02.
                Publicity.
                2712.  INSURANCE.
                
                
                2712.01.
                Insurance
                    Amounts.
                2812.02.
                SONIC
                    as Additional Insured.
                2812.03.
                General
                    Conditions.
                2813.  TRANSFER
                  OF INTEREST.
                2913.01.
                Assignment.
                2913.02.
                Death
                    or Permanent Incapacity of Licensee.
                2913.03.
                Assignment
                    to Licensee’s Corporation.
                2913.04.
                Other
                    Assignment.
                3113.05.
                SONIC’s
                    Right of First Refusal.
                3213.06.
                Consent
                    to Assignments.
                3314.  DEFAULT
                  AND TERMINATION.
                3314.01.
                Automatic
                    Termination.
                3314.02.
                Optional
                    Termination.
                3314.03.
                Period
                    to Cure.
                3314.04.
                Resolution
                    of Disputes.
                35(a)
                Negotiation.
                36(b)
                Mediation.
                36(c)
                Arbitration.
                36(d)
                Excluded
                    Controversies.
                37(e)
                Attorneys’
                    Fees and Costs.
                3715.  OBLIGATIONS
                  UPON TERMINATION.
                3715.01.
                Effect
                    of Termination, Cancellation or Expiration of this
                    Agreement.
                3715.02.
                SONIC’s
                    Option to Purchase.
                3915.03.
                SONIC’s
                    Obligation to Purchase.
                3915.04.
                Fair
                    Market Value Determination.
                4016.  COVENANTS.
                
                
                4016.01.
                Restrictions
                    on Licensee.
                4016.02.
                Covenants
                    by Others.
                4217.  INDEPENDENT
                  CONTRACTOR & INDEMNIFICATION.
                4217.01.
                Licensee
                    not an Agent of SONIC.
                42
 
 
 17.02.
                Cost
                    of Enforcement.
                4317.03.
                Indemnification.
                4318.  EFFECT
                  OF WAIVERS.
                
                4319.  NOTICES.
                
                4419.01.
                Address.
                4419.02.
                Failure
                    to Accept.
                4419.03.
                Licensee’s
                    Principal.
                4420.  ENTIRE
                  AGREEMENT.
                
                4420.01.
                No
                    Oral Agreements.
                4420.02.
                Scope
                    and Modification of License.
                4521.  CONSTRUCTION
                  AND SEVERABILITY.
                4521.01.
                Interpretation.
                4421.02.
                Scope
                    of Protected Area.
                4521.03.
                Invalidity.
                4521.04.
                Binding
                    Effect.
                4521.05.
                Survival.
                4521.06.
                Liability
                    of Multiple Licensees.
                4622.  BUSINESS
                  ENTITY LICENSEES
                4622.01.
                Corporate
                    Licensee.
                4622.02.
                Partnership
                    Licensee.
                4622.03.
                Limited
                    Liability Company Licensee.
                4722.04.
                Other
                    Entity Licensee.
                4822.05.
                Employee
                    Stock Purchase Plans.
                4823.  APPLICABLE
                  LAWS.
                
                4824.  ACKNOWLEDGEMENT.
                
                4824.01.
                Initial
                    Term.
                4924.02.
                Consultation
                    with Counsel.
                4924.03.
                Profitability.
                4924.04.
                Licensee’s
                    Investigation.
                4924.05.
                Contrary
                    Representations.
                4924.06.
                Variances
                    to Other Licensees.
                5024.07.
                Complete
                    Agreement.
                50
   
 25.   INPUT
                  AND ADVICE FROM LICENSEES.
                5026.   INJUNCTIVE
                  RELIEF.
                
                5027.   GENERAL
                  RELEASE AND COVENANT NOT TO SUE.
                50


SCHEDULE
      I – GUARANTY AND RESTRICTION AGREEMENT





Store
      No._________


CIF
      No. _______





**LICENSE
      AGREEMENT**





THIS
      AGREEMENT made this ___day of
      ______, 200_, by and between SONIC INDUSTRIES LLC, a Delaware limited liability
      company (“SONIC”), and





_________________________
      (“Principal”)


_________________________








(all
      of
      whom shall be jointly referred to herein as the “Licensee”).





RECITALS





SONIC
      is the developer and the sole and
      exclusive owner of the right to license the distinctive and proprietary
      drive-in, food service system under which food is sold to the public from
      drive-in restaurants operated under the trade name and federally registered
      trademark and service mark “Sonic”.  The Sonic System so developed now
      includes, among other things, the following elements, all or some of which
      may
      be deleted, changed, improved or further developed by SONIC from time to
      time:





A. 
Methods
      and procedures for the
      preparation and serving of food and beverage products.





B. 
Confidential
      recipes for food
      products and distinctive service accessories (including, but not limited to,
      uniforms, menus, packages, containers and additional paper or plastic
      items).





C. 
Plans
      and specifications for
      distinctive standardized premises featuring characteristic exterior style,
      colors, and design (including angled parking stalls equipped with menu housings,
      speakers and tray supports), interior furnishings, equipment layout, exterior
      signage, and marketing techniques and materials.





D. 
A
      uniform method of operating
      which is described in the *Sonic Operations Manual*.





E. 
Distinctive
      and characteristic
      trade names, trade dress, trademarks and service marks, including, but not
      limited to: “Sonic”, “Sonic Happy Eating,” “America’s Favorite Drive-In Sonic,”
signs, menu housings, designs, color schemes, standardized premises featuring
      characteristic exterior style, canopies, colors, and design (including angled
      parking stalls equipped with menu housings, speakers and tray supports),
      interior furnishings and equipment layout, and emblems as SONIC designates
      in
      the *Sonic Operations Manual* or otherwise in writing or through usage as
      prescribed for use with the Sonic System and as may from time to time be
      developed.


1





F. 
Such
      exclusive and trade
      secrets as have been and may from time to time be developed, which are owned
      by
      SONIC and which are disclosed to its licensees in confidence in connection
      with
      the construction and operation of a Sonic drive-in restaurant.





Licensee
      wishes to obtain a license
      from SONIC to operate a Sonic drive-in restaurant pursuant to the Sonic System
      and to be afforded the assistance provided by SONIC in connection therewith,
      and
      understands and accepts the terms, conditions and covenants set forth herein
      as
      those which are reasonably necessary to maintain SONIC’s high and uniform
      standards of quality and service designed to protect the goodwill and enhance
      the public image of the Proprietary Marks and the Sonic System, and recognizes
      the necessity of operating the licensed Sonic drive-in restaurant in faithful
      compliance therewith, and with SONIC’s standards and
      specifications.





1.  DEFINITIONS.





Unless
      the context of their use in this
      Agreement requires otherwise, the following words and phrases shall have the
      following meanings when used in initially-capitalized form in this
      Agreement.





1.01. Affiliate.





The
      word “Affiliate” shall mean (a) any
      stockholder, director or officer of a specified Person (if the specified Person
      is a corporation), (b) any partner of a specified Person (if the specified
      Person is a partnership), (c) any member of a specified Person (if the specified
      Person is a limited liability company), (d) any employee of a specified Person,
      and (e) any Person which directly or indirectly through one or more
      intermediaries Controls the specified Person, the specified Person Controls,
      or
      shares a common Control with the specified Person.





1.02. Control.





The
      word “Control” means the
      possession, direct or indirect, of the power to direct or cause the direction
      of
      the management and policies of a Person or entity, whether through the ownership
      of voting securities, by contract, or otherwise.





1.03. DMA.





The
      term “DMA” shall mean a Designated
      Market Area as defined by A.C. Nielsen Company from time to time.





1.04. Gross
      Sales.





The
      phrase “Gross Sales” shall mean all
      revenues from sales resulting from all business conducted upon or from the
      Sonic
      Restaurant, whether evidenced by check, cash, credit, charge account, exchange
      or otherwise, and shall include (without limitation) the amounts received from
      the sale of goods, wares and merchandise, including sales of food, beverages
      and
      tangible property of every kind and nature, promotional or otherwise (excluding
      restaurant equipment) and for services performed from or at the Sonic
      Restaurant, whether the Licensee fills the orders from the Sonic Restaurant
      or
      elsewhere.  Each charge or sale upon credit shall constitute a sale
      for the full price in the month during which the charge or sale occurs,
      regardless of the time when the Licensee receives payment (in whole or in part)
      for the charge or sale.  The phrase “Gross Sales” shall not include
      (a) sales of merchandise for which the Licensee makes a cash refund, if
      previously included in Gross Sales; (b) the price of merchandise returned by
      customers for exchange, if the Licensee previously included the sales price
      of
      the merchandise returned by the customer in Gross Sales and includes the sales
      price of merchandise delivered to the customer in exchange in Gross Sales;
      (c)
      amounts received from the sale of tobacco products; (d) the amount of any sales
      tax imposed by any governmental authority directly on sales and collected from
      customers, if the Licensee adds the amount of the tax to the sales price or
      absorbs the amount of the sales tax in the sales price and the Licensee actually
      pays the tax to the governmental authority; and (e) amounts not received for
      menu items because of discounts or coupons, if properly
      documented.  The phrase “Gross Sales” also shall not include any
      proceeds received by the Licensee pursuant to an assignment made in accordance
      with the provisions of Section 13.


2





1.05. License.





The
      word “License” shall mean the
      rights granted the Licensee pursuant to Section 2 of this
      Agreement.





1.06. MSA.





The
      term “MSA” shall mean a
      Metropolitan Statistical Area as defined by the United States Census Bureau
      from
      time to time.  An MSA shall not include any city or town otherwise
      falling within the MSA which has at least 10 miles of continuous undeveloped
      and
      sparsely populated rural land between every portion of its boundary and the
      boundary of the city which serves as the primary metropolitan area for the
      MSA.





1.07. Person.





The
      word “Person” shall mean any
      individual or business entity, including (without limitation) corporation,
      joint
      venture, general partnership, limited partnership, limited liability company,
      or
      trust.





1.08. Proprietary
      Marks.





The
      phrase “Proprietary Marks” shall
      mean the distinctive and characteristic trade names, trademarks, service marks,
      and trade dress which SONIC designates in writing or through usage from time
      to
      time as prescribed for use with the Sonic System, including (without limitation)
      the terms “Sonic,” “Happy Eating,” and “America’s Favorite Drive-In”; signs;
      emblems; menu housings; designs; color schemes; standardized premises featuring
      characteristic exterior style, canopies, colors and design (including angled
      parking stalls equipped with menu housings, speakers and tray supports);
      interior furnishings; and equipment layout.


3





1.09. Protected
      Area.





The
      phrase “Protected Area” shall mean
      the area defined by Sections 2.02 and 2.03 of this Agreement.





1.10. Sonic
      Restaurant.





The
      phrase “Sonic Restaurant” shall
      mean the Sonic drive-in restaurant licensed by this Agreement.





1.11. Sonic
      System.





The
      phrase “Sonic System” shall mean
      the unique, proprietary and confidential information of SONIC, including
      (without limitation) the *Sonic Operations Manual* and consisting of (a)
      methods and procedures for the preparation of food and beverage products; (b)
      confidential recipes for food products; (c) distinctive service and accessories;
      (d) plans and specifications for interior and exterior signs, designs, layouts
      and color schemes (whether copyrighted or not); (e) methods, techniques,
      formats, systems, specifications, procedures, information, trade secrets, sales
      and marketing programs; (f) methods of business operations and management;
      and
      (g) knowledge and experience regarding the operation and franchising of Sonic
      drive-in restaurants.





1.12. Non-traditional
      Locations.





The
      phrase “Non-traditional Locations” shall mean permanent or temporary food
      service facilities operating under one or more of the Proprietary Marks at
      locations featuring facilities other than free-standing buildings with canopies
      devoted solely to the operation of a Sonic drive-in restaurant and accessible
      to
      the general public by automobile from public
      thoroughfares.  Non-traditional Locations shall include (without
      limitation) (a) military bases and other governmental facilities; (b)
      universities and schools; (c) airports and other transportation facilities;
      (d)
      stadiums, arenas and other sports and entertainment venues; (e) amusement and
      theme parks; (f) cafeterias and food courts in shopping centers, shopping malls,
      office buildings, and industrial buildings; (g) hotels and convention centers;
      (h) hospitals and nursing facilities; (i) museums, zoos and other public
      facilities; and (j) highway travel plazas, convenience stores, and gasoline
      filling stations.





2.  LICENSE
      GRANT.





SONIC
      grants to Licensee for the
      following stated term the right, license and privilege:


4


2.01. Location.





(a)           To
      adopt and use the Sonic System at the Sonic Restaurant located at
      __________________________, ______________, _______________.





(b)           To
      have the exclusive rights to adopt and use the Sonic System for a Sonic
      Restaurant to be constructed within the current boundaries of the town or city
      of __________________, ________________, for a period of six months from the
      date hereof, with the obligation of selecting and having such site approved
      within such six month period and completing Section 2.01(a), above, within
      such
      six month period.





2.02. Trade
      Radius.





Subject
      to the provisions of paragraphs
      (c) and (d), below, SONIC shall not own or operate a Sonic Restaurant and shall
      not franchise any other Person to own or operate a Sonic Restaurant (other
      than
      a Sonic drive-in restaurant licensed prior to the date of this Agreement) within
      the area determined by the following provisions:





(a)
            (i)
            An
                area defined by a radius extending one and one-half miles from the
                front
                door of the Sonic Restaurant if located within a city, town or MSA
                having
                a population of 75,000 or more.





(ii)
            An
                area defined by a radius extending two miles from the front door
                of the
                Sonic Restaurant if located within a city, town or MSA having a population
                of less than 75,000 but more than
                25,000.





(iii)
            An
                area defined by a radius extending three miles from the front door
                of the
                Sonic Restaurant if located within a city, town or MSA having a population
                of 25,000 or less.





(iv)
            An
                area defined by a radius extending three miles from the front door
                of the
                Sonic Restaurant if located outside a city, town or
                MSA.





(b)           The
      foregoing radius shall not extend into the contractually-granted protected
      radius of any Sonic drive-in restaurant in existence as of the date of this
      Agreement and shall not extend into the franchised area of any developer under
      an existing area development agreement with SONIC.  SONIC shall
      determine the population of an MSA from time to time after the date of this
      Agreement according to the latest published federal census.





(c)           SONIC
      shall not own, operate or license any other Person to own or operate a
      Non-traditional Location (other than a Non-traditional Location owned, operated
      or licensed prior to the date of this Agreement) within the Protected Area
      without the Licensee’s prior written consent.  Simultaneously with the
      request for that written consent, SONIC shall offer the Licensee a right of
      first refusal to develop the Non-traditional Location.  The Licensee
      must notify SONIC in writing of its decision regarding the right of first
      refusal to license and operate the Non-traditional Location within 30 days
      after
      SONIC notifies the Licensee of SONIC’s request for the Licensee’s written
      consent to own, operate and/or license the Non-traditional
      Location.  If the Licensee chooses to exercise its right of first
      refusal, the Licensee must sign SONIC’s then current form of license agreement
      for a Non-traditional Location for the applicable jurisdiction within 30 days
      after the Licensee notifies SONIC of its decision.  The Licensee then
      must open the Non-traditional Location within the time period specified in
      the
      license agreement (if specified) or within 12 months after the date of the
      license agreement (if not specified).  If the Licensee does not
      execute that agreement within the foregoing 30-day period or does not exercise
      its right of first refusal within the foregoing 30-day period, SONIC shall
      have
      the right to proceed with the ownership, operation and/or licensing of the
      Non-traditional Location as disclosed to the Licensee only if the Licensee
      has
      given its written consent to SONIC.  If the Licensee elects, in its
      sole and absolute discretion, not to give its written consent, SONIC shall
      not
      own, operate or license any other Person to own or operate the Non-traditional
      Location.


5





(d)           SONIC
      has and hereby further reserves the right, in its sole discretion, to acquire
      the assets or controlling ownership of an existing restaurant within the
      Protected Area. However, prior to converting an acquired restaurant to a Sonic
      drive-in restaurant or a Non-traditional Location within the Protected Area,
      SONIC shall offer the Licensee a right of first refusal to acquire the
      restaurant at a price equal to SONIC’s cost of acquiring the
      restaurant.  If the restaurant represents a part of an acquisition of
      multiple restaurants, SONIC shall make a reasonable allocation of its cost
      to
      acquire the restaurant.  The Licensee must notify SONIC of its
      decision regarding the right of first refusal within 30 days after SONIC gives
      the Licensee written notice of its intention to convert the restaurant to a
      Sonic drive-in restaurant or Non-traditional Location.  If the
      Licensee chooses to exercise its right of first refusal, the Licensee must
      sign
      SONIC’s then current form of license agreement for a Sonic drive-in restaurant
      or Non-traditional Location, and pay the required license fee, as applicable,
      within 20 days after the Licensee notifies SONIC of its decision.  In
      the event the Licensee fails to convert the restaurant to a Sonic drive-in
      restaurant or Non-traditional Location pursuant to the terms of the applicable
      license agreement, SONIC shall have the right to repurchase the restaurant
      from
      the Licensee at the same purchase price.  If the Licensee does not
      exercise its right of first refusal, SONIC shall have the right to own, operate
      and/or license other Persons to operate the restaurant in any manner which
      does
      not violate the provisions of this Agreement or SONIC may sell or otherwise
      dispose of the restaurant to any person or entity under any terms or conditions
      SONIC deems appropriate.  SONIC shall not own, operate or license any
      Person to operate the restaurant if the ownership or operation of the restaurant
      otherwise would violate the non-compete provisions of 16.01 of this Agreement
      if
      owned or operated by a Sonic licensee.





2.03. Efficient
      Market
      Development and Sales Dilution.





The
      following additional provisions
      shall apply to the Sonic Restaurant:





(a)           In
      utilizing its best efforts to reduce the dilution of sales and profitability,
      in
      the event SONIC develops or licenses another Person to develop a Sonic drive-in
      restaurant on the same street as the Sonic Restaurant (according to the Sonic
      Restaurant’s designated street address) and no traffic barrier or break (such as
      a river or other waterway, interceding roadway, unpaved landmass, or other
      similar structure blocking through traffic) exists between the Sonic Restaurant
      and the proposed new site, notwithstanding the provisions of Section 2.02,
      above, the Protected Area provided by Section 2.02 shall equal two and one-half
      miles (each way) on that street and an additional 500 feet (each way from the
      center of the intersection) on any street crossing that street within the
      foregoing 2 1/2-mile distance.


6





(b)           In
      order to achieve efficient market development and in utilizing its best efforts
      to reduce the dilution of sales and profitability, in the event SONIC develops
      or licenses another Person to develop a Sonic drive-in restaurant within two
      miles of the Sonic Restaurant (if permitted under Section 2.02, above), SONIC
      shall apply at least the level of demographic analysis, market impact analysis,
      and site and market review used by SONIC as of the date of this Agreement in
      considering the additional site for the development of a Sonic drive-in
      restaurant.





2.04. Licensee.





Licensee
      shall advertise to the public
      as a Licensee of SONIC.





2.05. Use
      of Sonic’s
      Marks.





Licensee
      shall adopt and use, but only
      in connection with the sale of those food and beverage products which have
      been
      designated in the Sonic menu as specified in the *Sonic Operations
      Manual*, the trade names, trademarks and service marks which SONIC shall
      designate from time to time to be part of the Sonic System.





2.06. Site
      Selection.





In
      the event the Licensee receives this
      license pursuant to Section 2.01(b), above, the selection of a site by Licensee
      shall be subject to the approval of SONIC in accordance with the standard site
      approval procedures required by this Agreement and the standard practices of
      SONIC.  In the event a site for the Sonic Restaurant has not been
      approved by SONIC before the expiration of the six month period provided for
      by
      Section 2.01(b), above, then this Agreement shall expire and be of no further
      force or effect.





2.07. Relocation.





If
      the Licensee relocates the Sonic
      Restaurant during the term of this Agreement with the written consent of SONIC
      (which consent SONIC shall not withhold unreasonably), this Agreement shall
      continue to apply to the Sonic Restaurant in accordance with the terms contained
      in this Agreement, except that SONIC and the Licensee shall enter into an
      amendment to this Agreement to change the address of the Sonic Restaurant
      accordingly.


7




3.  TERM.





3.01. Initial
      Term.





Unless
      sooner terminated as hereafter
      provided, the term of this License shall end 20 years from the effective date
      of
      this Agreement as set forth on the cover page to this Agreement.





3.02. Opening
      of
      Restaurant.





Licensee
      expressly acknowledges and
      agrees that a pre-condition to opening the Sonic Restaurant shall be SONIC’s
      written authorization to open, which authorization shall be given only upon
      Licensee’s completing, to SONIC’s satisfaction, (i) construction of the Sonic
      Restaurant, (ii) preparation of the Sonic Restaurant for commencement of
      operations, and (iii) training as required by Section 6.04 of this
      Agreement.





3.03. Option.





At
      the end of the term, if Licensee
      desires, Licensee may renew the License to adopt and use the Sonic System at
      the
      Sonic Restaurant for an additional 10-year term, provided that prior to the
      expiration of the initial term:





(a)           Licensee
      gives SONIC written notice of Licensee’s election to renew not less than six
      months nor more than 12 months prior to the end of the initial
      term.





(b)           Licensee
      is not, when notice is given, in material default of any provision of this
      Agreement or any amendment hereof or successor agreement hereto or in material
      default of any other agreement between Licensee and SONIC or SONIC’s Affiliates
      involving any other License Agreement and has substantially complied with the
      terms and conditions of this Agreement and all other such agreements, during
      the
      term thereof.





(c)           All
      monetary obligations owed by Licensee to SONIC or SONIC’s Affiliates from any
      source whatsoever (whether under this Agreement or otherwise) have been
      satisfied prior to renewal.





(d)           The
      Licensee executes a license agreement containing the same terms and conditions
      as this Agreement, except that the license agreement shall provide for a term
      of
      10 years and shall contain the then current royalty rate and the then current
      national and local advertising and brand expenditure requirements; provided,
      however, that in lieu of an initial license fee, a renewal fee shall be paid
      to
      SONIC in the amount of:  (i) $3,000.00, or (ii) 20% of the then
      current initial license fee, whichever is greater.  However, the
      renewal fee shall not exceed $6,000 as adjusted for inflation on September
      1 of
      each year in accordance with the consumer price index and using August of 1994
      as the base amount.


8





(e)           Licensee
      performs such remodeling, repairs, replacements and redecorations as SONIC
      may
      reasonably require to cause the restaurant equipment and fixtures to conform
      to
      the plans and specifications being used for new or remodeled Sonic drive-in
      restaurants on the renewal date, provided SONIC notifies Licensee of such
      requirements within 30 days after receipt of Licensee’s notice of
      renewal.





(f)           SONIC
      and the Licensee execute a general release of each other, in a form satisfactory
      to SONIC, of any and all claims the Licensee may have against SONIC and its
      Affiliates, including (without limitation) all claims arising under any federal,
      state or local law, rule or ordinance, but excluding (as to SONIC) any claims
      against the Licensee for (a) unpaid moneys due SONIC or its Affiliates, (b)
      a
      material breach of the provisions of this Agreement regarding the Proprietary
      Marks, or (c) the violation of SONIC’s legal rights regarding the Proprietary
      Marks.  SONIC may waive the requirements of this paragraph (f) at
      SONIC’s election.





(g)           Licensee
      principal and/or manager at their expense attend and satisfactorily complete
      such retraining program as SONIC may require at its sole
      discretion.





(h)           Licensee
      meets the remodeling requirements set forth in Section 6.02(d)
      herein.




4.  DUTIES
      OF LICENSOR.





SONIC
      agrees to regularly advise and consult with Licensee in connection with the
      operation of the Sonic Restaurant and to provide to Licensee:





4.01. Plans.





Standard
      Sonic Plans and Specifications
      for a free standing building, equipment layout and signs (See Subsection 6.03),
      together with advice and consultation.  Any modifications for
      non­standard buildings, whether required by local zoning or building laws or
      otherwise, must be approved in writing by SONIC and are to be paid by
      Licensee.





4.02. Operations
      Manual.





The
*Sonic
      Operations Manual*
      containing the standards, specifications, procedures and methods for operating
      a
      Sonic drive-in restaurant, a copy of which will be loaned to Licensee for the
      term of this Agreement.





4.03. Marketing
      Assistance.





Certain
      marketing materials and such
      merchandising, marketing and advertising research data and advice as may be
      developed from time to time by SONIC and deemed to be helpful in the operation
      of a Sonic drive-in restaurant.


9





4.04. Communication.





Certain
      management development and
      motivational seminars and periodic newsletters which communicate to Licensee
      available advertising materials and new developments, techniques and
      improvements in areas of restaurant equipment, management, food preparation
      and
      service which are pertinent to the operation of a restaurant using the Sonic
      System.




4.05. Evaluation
      Program.





A
      field evaluation of the Restaurant
      will be conducted for the mutual benefit of both SONIC and Licensee to promote
      uniform standards of operation and quality control.





5.  FEES.





5.01. License
      Fee.





The
      Licensee shall not pay any
      conversion fee or initial license fee for this Agreement.





5.02. Royalty
      Fees.





On
      or before the 20th day of each
      calendar month, the Licensee shall pay a royalty fee determined by the following
      provisions:





(a)           Through
      Original Expiration Date.  Through the original expiration date of
      the license agreement converted to this Agreement, the Licensee shall pay a
      royalty fee determined by the following scale based on Gross Sales:


Gross
                    Sales
                But
                    Not
                RoyaltyGreater
                    Than
                More
                    Than
                Rate$        
                    0.00
                $5,000.00
                1.000%$ 
                  5,000.00
                $10,000.00
                1.750%$10,000.00
                $15,000.00
                2.500%$15,000.00
                $20,000.00
                3.250%$20,000.00
                $30,000.00
                3.500%$30,000.00
                $40,000.00
                3.875%$40,000.00
                $50,000.00
                4.250%$50,000.00
                $60,000.00
                4.375%$60,000.00
                N/A
                4.500%





The
      calculation of Gross Sales and the corresponding royalty fees shall take place
      on a cumulative basis.  For example, the following formula results in
      the calculation of the royalty fee on $50,000 of gross sales:  Royalty
      Fee = ($5,000 x .01) + ($5,000 x .0175) + ($5,000 x .025) + ($5,000 x .0325)
      +
      ($10,000 x .035) + ($10,000 x .03875) + ($10,000 x .0425).


10





(b)           Conversion
      of Rate.   After the original expiration date of the license
      agreement converted to this Agreement, the Licensee shall pay a monthly amount
      equal to the royalty fee determined by the following scale based on Gross
      Sales:


Gross
                    Sales
                But
                    Not
                RoyaltyGreater
                    Than
                More
                    Than
                Rate$        
                    0.00
                $5,000.00
                1.00%$ 
                  5,000.00
                $10,000.00
                2.00%$10,000.00
                $15,000.00
                3.00%$15,000.00
                $30,000.00
                4.00%$30,000.00
                $40,000.00
                4.25%$40,000.00
                $50,000.00
                4.50%$50,000.00
                $60,000.00
                4.75%$60,000.00
                N/A
                5.00%





The
      calculation of Gross Sales and the corresponding royalty fees shall take place
      on a cumulative basis.  For example, the following formula results in
      the calculation of the royalty fee on $50,000 of gross sales:  Royalty
      Fee = ($5,000 x .01) + ($5,000 x .02) + ($5,000 x .03) + ($15,000 x .04) +
      ($10,000 x .0425) + ($10,000 x .0450).





5.03. Brand
      Fee.





(a)           On
      or before the 20th day of each calendar month throughout the term of this
      Agreement, Licensee shall pay to Sonic Brand Fund, which is administered by
      SONIC, a brand contribution fee in an amount equal to .75% of the Gross Sales
      received by Licensee from the operation of the Sonic Restaurant during the
      calendar month next preceding the date of such payment.  Such payment
      shall be forwarded with the profit and loss statement required to be provided
      pursuant to Section 10.01 herein.





(b)           The
      amount due to SONIC by Licensee pursuant to Section 5.03, above, shall be in
      addition to and separate from that which Licensee is obligated to spend pursuant
      to Section 11.01(a) of this Agreement.





5.04. Transfer
      Fee.





(a)           A
      transfer fee in the amount of $500 shall be paid by Licensee in the event of
      a
      transfer or assignment of this Agreement (resulting in a change in Control
      of
      the License) to a licensee then-currently qualified as a licensee, excluding
      assignments under Subsections 13.02 and 13.03.





(b)           A
      transfer fee in the amount of $1,500 shall be paid by Licensee in the event
      of a
      transfer or assignment of this Agreement (resulting in a change in Control
      of
      this license) to a new licensee not then-currently qualified as a licensee,
      excluding assignments under Subsections 13.02 and 13.03.


11





5.05. Late
      Charges.





In
      the event any payments required by
      Sections 5.02, 5.03 or 5.04, above, are not paid on or before the date on which
      they are due, a late charge in an amount equal to 1.75% per month shall be
      levied against such amounts due and shall be owing to SONIC by the Licensee
      from
      the date on which such obligations were due until any such obligations are
      paid
      in full.  In the event the interest rate set out in this Section 5.05
      exceeds that amount permitted by Oklahoma law, then the maximum interest rate
      permitted by Oklahoma law shall be charged.





6.  DUTIES
      OF LICENSEE.





6.01. Sonic
      Restaurant
      Site.





(a)           The
      site at which Licensee shall operate the Sonic Restaurant is more fully
      described in paragraph (a) of Section 2.01.  During the term of this
      Agreement, the site shall be used exclusively for the purpose of operating
      a
      franchised Sonic drive-in restaurant.





(b)           In
      the event the Sonic Restaurant premises suffers some physical casualty, the
      minimum acceptable quality and appearance for the restored restaurant will
      be
      that which existed just prior to the casualty, unless the Sonic Restaurant
      was
      below minimum acceptable standards for SONIC at the time of casualty in which
      event the Sonic Restaurant will be restored to a condition which meets the
      minimum acceptable standard according to SONIC.  However, Licensee agrees
      to make all reasonable effort to have the restored Sonic Restaurant reflect
      the
      then current image, design and specifications of Sonic drive-in
      restaurants.  If the Sonic Restaurant is substantially destroyed by fire or
      other casualty, Licensee may, with the written consent of SONIC elect to
      terminate this Agreement in lieu of Licensee reconstructing the restaurant,
      provided that for a period of 18 months after said election, Licensee shall
      not
      enter into, become landlord of or loan money to any restaurant business within
      a
      three- mile radius of the drive-in site which is similar in nature to, or
      competitive with a Sonic drive-in restaurant or considered a fast food
      establishment.





6.02. Construction.





(a)           Licensee
      agrees to complete the construction of the Sonic Restaurant within a minimum
      of
      365 days from the effective date of this Agreement.  Unless Licensee is
      remodeling an existing building, Licensee shall construct the Sonic Restaurant
      in accordance with the site plan approved by SONIC for such site and with
      SONIC’s standard construction plans and specifications (“Sonic Plans and
      Specifications”) and layout subject, however, to any alterations thereto that
      may be required by any applicable law, regulation or ordinance.  If
      alterations of any kind are required to be made to the site plan, as approved
      by
      SONIC, or to the Sonic Plans and Specifications or layouts for any reason,
      such
      alterations must be approved by SONIC in writing before any work is begun on
      the
      Sonic Restaurant.  The Licensee shall submit the final site layout and
      construction plans for the Sonic Restaurant to SONIC for its written
      approval.  Any costs including engineering and architectural fees incurred
      in obtaining approvals by the appropriate governmen­tal authorities of the
      construction plans, specifications and layouts shall be paid by
      Licensee.


12





(b)           If
      Licensee is remodeling the existing restaurant, SONIC shall have the right
      to
      inspect and approve all plans and specifications prior to the commencement
      of
      any work.  The Licensee shall submit the final remodeling plans and
      specifications for the Sonic Restaurant to SONIC for its written approval. 
Nothing in this section shall be construed as an endorsement or guarantee of
      the
      conformity of such plans to applicable local, state or federal building or
      safety codes, or a guarantee that construction will be done in conformity with
      such approved plans.  In any event, Licensee shall obtain written approval
      of such plans or written notice of SONIC’s waiver of the rights reserved
      hereunder prior to the commencement of construction.





(c)           Licensee
      shall not deviate from the approved plans and specifications in any manner
      in
      the construction or remodeling of the restaurant without the prior written
      approval of SONIC.  If at any time SONIC determines (prior to opening date)
      that Licensee has not constructed or remodeled the Sonic Restaurant in
      accordance with the plans and specifications approved by SONIC, SONIC shall,
      in
      addition to any other remedies, have the right to obtain an injunction from
      a
      court of competent authority against the continued construction and opening
      of
      the Sonic Restaurant, and Licensee hereby consents to any such
      injunction.





(d)           SONIC
      may require the Licensee to undertake extensive remodeling and renovation and
      substantial modifications to existing buildings necessary for the Licensee’s
      restaurant to conform with SONIC’s then existing system image.  SONIC
      may exercise the foregoing right at any time during the term of this Agreement,
      but may not require (1) the remodeling of the restaurant more than once every
      seven years or (2) the remodeling of a restaurant built within the preceding
      three years, unless the required remodeling will not exceed 15% of the original
      cost of the building, equipment and land improvements (as adjusted for increases
      in the consumer price index after the construction date of the
      restaurant).  Notwithstanding the foregoing, SONIC shall have the
      right to require the Licensee to modify or replace the large Sonic sign for
      the
      restaurant at any time during the term of this Agreement.  If SONIC
      exercises its right to require the Licensee to undertake extensive remodeling
      or
      renovation or substantial modification within five years of the end of the
      term
      of this Agreement, the Licensee may exercise any right to renew the term of
      this
      Agreement at that point in time in accordance with the applicable provisions
      of
      this Agreement, which renewal then shall take effect as of the expiration the
      then current term of this Agreement.





6.03. Equipment
      and
      Sign.





(a)           Licensee
      shall only install in and about the Sonic Restaurant such equipment, fixtures,
      furnishings and other personal property as are required and which strictly
      conform to the appearance, uniform standards and specifications of SONIC
      existing from time to time, which shall be communicated to Licensee in the
      *Sonic Operations Manual* or otherwise in writing.  Licensee may
      purchase the equipment from SONIC if SONIC at that time is offering such
      equipment for sale on a regular basis, but is not required by this or any other
      agreement to do so.


13





(b)           In
      order to provide maximum exposure of the Sonic name and marks, Licensee shall
      prominently display and maintain at Licensee’s own expense one (1) Sonic
      drive-in sign (“Sign”) which complies with the specifications required by SONIC
      from time to time and in such location as SONIC may approve.  Licensee
      shall not display any other sign or advertising at the Sonic Restaurant without
      SONIC’s prior written approval.





(c)           Licensee
      may lease the required Sign from SONIC or may acquire or lease the Sign from
      any
      other source approved by SONIC.  Licensee agrees to require in any lease
      agreement with SONIC or other suppliers a clause giving SONIC the right to
      remove the Sign from the Sonic Restaurant upon termination of this
      Agreement.





(d)           Licensee
      hereby agrees that it shall, upon SONIC’s request, obtain from the landlord of
      the property at which the Sonic Restaurant is located, a landlord’s lien and
      waiver releasing all claims against any equipment or sign which belongs to
      SONIC.





(e)           If
      Licensee is or becomes a lessee of the Sonic Restaurant premises, he shall
      provide SONIC with a true and correct, complete copy of any such lease, and
      shall have included therein provisions, in form satisfactory to SONIC, expressly
      permitting both the Licensee and SONIC to take all actions and make all
      alterations referred to under subsection 15.01(c).  Any such lease
      shall also require the lessor thereunder to give SONIC reasonable notice of
      any
      contemplated termination and a reasonable time in which to take and make the
      above actions and alterations and provide that the Licensee has the unrestricted
      right to assign such lease to SONIC.





6.04. Training.





(a)           Licensee
      acknowledges the importance of the quality of business operations among all
      restaurants in the Sonic System and, agrees that it will not allow any of its
      licensed establishments to be opened or operated without having at least one
      individual working full time at the Sonic Restaurant who has completed the
      Stage
      Career Development Program.  If the trained individual ceases to work
      full time at the Sonic Restaurant for whatever reason, the Licensee shall have
      120 days in which to replace the individual with a person who has completed
      the
      Stage Career Development Program.





(b)           Licensee
      shall pay all traveling expenses, living expenses, and any other personal
      expenses for themselves and managers while enrolled in the training
      program.  As part of the initial franchise fee paid pursuant to
      Section 5.01 herein, Licensee shall have the right to have one principal and
      one
      manager of the Sonic Restaurant attend the Stage Career Development Program
      for
      no cost other than those set out in the preceding sentence.  Any
      additional parties attending the Stage Career Development Program shall bear
      the
      cost, including any fees and tuition due for such training program.





6.05. Compliance
      with
      Entire System.


14





(a)           Licensee
      acknowledges that every component of the Sonic System is important to SONIC
      and
      to the operation of the Sonic Restaurant as a Sonic drive-in restaurant,
      including a designated menu of food and beverage products; uniformity of food
      specifications, preparation methods, quality and appearance; and uniformity
      of
      facilities and service.





(b)           SONIC
      shall have the right to inspect the Sonic Restaurant at all reasonable times
      to
      ensure that Licensee’s operation thereof is in compliance with the standards and
      policies of the Sonic System.  In the event that such inspection reveals
      any deficiency or unsatisfactory condition with respect to any aspect of the
      drive-in operation, Licensee shall, within 72 hours of Licensee’s receipt of
      notice of such condition or such other time as SONIC in its sole discretion
      may
      provide, correct or repair such deficiency or unsatisfactory condition if it
      is
      correctable or repairable within such time period, and, if not, shall within
      such time commence such correction or repair and thereafter diligently pursue
      same to completion.  The preceding sentence notwithstanding, the
      Licensee shall take immediate action to correct or repair any deficiency or
      unsatisfactory condition which poses a risk to public health or
      safety.  In the event Licensee fails to comply with the foregoing
      obligations to correct and repair, SONIC, upon 24 hours’ notice to Licensee,
      shall have the right, without being guilty of trespass or tort, to forthwith
      make or cause to be made such corrections or repairs, and the expense thereof,
      including board, wages, lodging and transportation of SONIC personnel, if
      utilized, shall be paid by Licensee upon billing by SONIC.  The foregoing
      shall be in addition to any other right or remedies SONIC may have.





(c)           Licensee
      shall comply with the entire Sonic System as described herein and in the
*Sonic Operations Manual*, including but not limited to the
      following:





(i)           Operate
      the Sonic Restaurant in a clean, wholesome manner in compliance with prescribed
      standards of quality, service and cleanliness; comply with all business
      policies, practices and procedures imposed by SONIC; and maintain the building,
      equipment and parking area in a good, clean, wholesome condition and repair,
      well lighted and in compliance with designated standards as may be prescribed
      from time to time by SONIC.





(ii)           Purchase
      and install kitchen fixtures, lighting, and equipment, and office equipment
      and
      signs in accordance with the equipment specifications and layout initially
      designated by SONIC.





(iii)           Licensee
      shall not, without prior written consent of SONIC:  (a) make any building
      design conversion or (b) make any alterations, conversions or additions to
      the
      building or parking area.





(iv)           Make
      repairs or replacements required because of damage, wear and tear or in order
      to
      maintain the Sonic Restaurant building and parking area in good condition and
      in
      conformity with blueprints and plans.


15





(v)           Maintain
      the parking stalls, as required in the standard Sonic Plans and Specifications,
      for the exclusive use of Sonic Restaurant customers.





(vi)           Operate
      the Sonic Restaurant everyday of the year (except Easter, Thanksgiving and
      Christmas), and at least 10 hours per day or such other hours as may from time
      to time be reasonably prescribed by SONIC (except when the Sonic Restaurant
      is
      untenantable as a result of fire or other casualty), maintain sufficient
      supplies of food and paper products and employ adequate personnel so as to
      operate the Sonic Restaurant at its maximum capacity and
      efficiency.





(vii)           Cause
      all employees of Licensee, while working in the Sonic Restaurant, to:  (a)
      wear uniforms of such color, design and other specifications as SONIC may
      designate from time to time, (b) present a neat and clean appearance and (c)
      render competent and courteous service to Sonic Restaurant
      customers.





(viii)         All
      menu items which SONIC may deem appropriate to take fullest advantage of the
      potential market and achieve standardization in the Sonic System will be served,
      and no items which are not set forth in the *Sonic Operations Manual*or
      otherwise authorized and approved in writing by SONIC will be
      served.





(ix)           In
      the dispensing and sale of food products: (a) use only containers, cartons,
      bags, napkins and other paper goods and packaging bearing the approved
      trademarks and which meet the Sonic System specifications and quality standards,
      (b) use only those flavorings, garnishments and food and beverage ingredients
      which meet the Sonic System specifications and quality standards, which SONIC
      may designate from time to time and (c) employ only those methods of food
      handling, preparation, and serving which SONIC may designate from time to
      time.





(x)           Make
      prompt payment in accordance with the terms of invoices rendered to Licensee
      including but not limited to, his purchase of fixtures, equipment and food
      and
      paper supplies.





(xi)           At
      his own expense, comply with all federal, state, and local laws, ordinances
      and
      regulations affecting the operation of the Sonic Restaurant.





(xii)           Licensee
      shall not install any electronic games or other games of chance at the Sonic
      Restaurant without the express prior written consent of SONIC.





(xiii)          Furnish
      SONIC with current changes in home addresses and phone number of its owners
      and
      manager and, upon SONIC’s reasonable request, provide updates of personal
      financial statements or other credit information.





(xiv)         The
      Licensee shall notify SONIC’s Director of Corporate Communications or, if not
      available, the most senior executive officer of SONIC as soon as possible and,
      in any event, within 12 hours after the occurrence at the Sonic Restaurant
      of
      any event which could have an adverse impact on the Sonic Restaurant and/or
      the
      Sonic System, including (without limitation) the death or serious bodily injury
      of any employee or customer for any reason or the risk of infection by a
      contagious disease.


16





6.06. Approved
      Suppliers
      and Advertising Agencies.





(a)
      SONIC may require the Licensee (i)
      to purchase food, beverages, signs and equipment which meet the specifications
      established by SONIC, (ii) to participate in SONIC’s approved purchasing
      cooperative for the area in which the Sonic Restaurant is located, and (iii)
      to
      retain and utilize exclusively the marketing and advertising services of SONIC
      approved advertising agency of record.  In addition, the Licensee
      immediately shall use the Licensee’s vote or votes in all advertising
      cooperatives in which the Licensee participates to support the use of the
      advertising agency of record for the Sonic drive-in restaurant
      chain.





(b)           SONIC
      may require the Licensee to support the use of and to use the products and
      programs of the cola syrup supplier approved by SONIC and used by a majority
      of
      all Sonic drive-in restaurants, to the exclusion of any other supplier of cola
      syrup.





(c)           SONIC
      may require the Licensee to comply with the foregoing provisions not only for
      the Sonic Restaurant, but also (to the extent the Licensee exercises Control)
      for all other Sonic drive-in restaurants for which the Licensee serves as a
      licensee.





(d)           SONIC
      hereby explicitly retains the exclusive right to consider, review or approve
      any
      and all distributors which may hold, sell or distribute Sonic-labeled goods
      or
      products, except that SONIC shall not withhold unreasonably its approval of
      a
      supplier approved for use by a duly constituted purchasing
      cooperative.





(e)           The
      terms of this Section 6.06 shall continue in effect for as long as the Licensee
      serves as a licensee for a Sonic drive-in restaurant and shall survive the
      expiration or termination of this Agreement.





(f)           If
      at least 95% of all Sonic drive-in restaurants are in compliance with paragraphs
      (a) and (b) of Section 6.06, SONIC periodically shall submit the approved
      advertising agency or cola syrup supplier to competitive bid or review, but
      shall not be obligated to do so more often than once every three
      years.





6.07.
            Best
                Efforts.





Licensee
      shall diligently and fully
      exploit his rights in this License by personally devoting his best efforts
      and,
      in case more than one (1) individual has executed this License as the Licensee,
      at least one (1) individual Licensee shall devote his full time and best efforts
      to the operation of the Sonic Restaurant.  Licensee shall keep free from
      any activities which would be detrimental to or interfere with the business
      of
      the Sonic Restaurant, the Sonic System, or SONIC.


17





6.08.            Interference
      with Employment Relations of Others.





During
      the term of this License,
      Licensee shall not employ or seek to employ any person who is at the time
      employed by SONIC or any of its subsidiaries in a management level
      position. In addition, during the term of this License, SONIC agrees not to
      employ or seek to employ any person who is at the time employed by Licensee
      in a
      management level position. This Subsection 6.08 shall not be violated if such
      person has left the employ of any of the foregoing parties for a period in
      excess of six months.





6.09.            SONIC’s
      Standards.





Licensee
      shall operate the Sonic
      Restaurant specified in this License in conformity with the Sonic System and
      the
      obligations set forth in this Agreement and shall strictly adhere to SONIC’s
      standards and policies as they exist now and as they may be from time to time
      modified.





6.10.            Majority
      Interest Owner.





Licensee
      represents, warrants and
      agrees that Licensee actually owns the majority interest in the legal and equity
      ownership and Control of the operation of the Sonic Restaurant, and that
      Licensee shall maintain such interest during the term of this License except
      only as otherwise permitted pursuant to the terms and conditions of this
      License.  Licensee shall furnish SONIC with such evidence as SONIC may
      request from time to time for the purpose of assuring SONIC that Licensee’s
      interest remains as represented herein.





7.  PROPRIETARY
      MARKS.





7.01.            SONIC’s
      Representations.





SONIC
      represents with respect to the
      Proprietary Marks that SONIC will use and permit Licensee and other licensees
      to
      use the Proprietary Marks only in accordance with the Sonic System and the
      standards and specifications attendant thereto which underlie the goodwill
      associated with and symbolized by the Proprietary Marks.





7.02.            Use
      of Marks.





With
      respect to Licensee’s licensed use
      of the Proprietary Marks pursuant to this Agreement, Licensee agrees
      that:





(a)           Licensee
      shall use only the Proprietary Marks designated by SONIC and shall use them
      only
      in the manner authorized and permitted by SONIC.


18





(b)           Licensee
      shall use the Proprietary Marks only for the operation of the Sonic
      Restaurant.





(c)           During
      the term of this Agreement and any renewal hereof, Licensee shall identify
      itself as the owner of the Sonic Restaurant in conjunction with any use of
      the
      Proprietary Marks, including, but not limited to, invoices, order forms,
      receipts, and contracts, as well as at such conspicuous locations on the
      premises of the Sonic Restaurant as SONIC shall designate in writing.  The
      identification shall be in the form which specifies Licensee’s name, followed by
      the term “Licensed Proprietor”, or such other identification as shall be
      approved by SONIC.





(d)           Licensee’s
      rights to use the Proprietary Marks is limited to such uses as are authorized
      under this Agreement, and any unauthorized use thereof shall constitute an
      infringement of SONIC’s rights.





(e)           Licensee
      shall not use the Proprietary Marks to incur any obligation or indebtedness
      on
      behalf of SONIC.





(f)           Licensee
      shall not use the Proprietary Marks as part of its corporate or other legal
      name
      if not already in existence prior to the effective date of this
      Agreement.





(g)           Licensee
      shall comply with SONIC’s instructions in filing and maintaining the requisite
      trade name or fictitious name registrations, and shall execute any documents
      deemed necessary by SONIC or its counsel to obtain protection for the
      Proprietary Marks or to maintain their continued validity and
      enforceability.





(h)           In
      the event that litigation involving the Proprietary Marks is instituted or
      threatened against Licensee, Licensee shall promptly notify SONIC and shall
      cooperate fully in defending or settling such litigation.





7.03.            Licensee’s
      Understanding.





Licensee
      expressly understands and
      acknowledges that:





(a)           As
      between the parties hereto, SONIC has the exclusive right and interest in and
      to
      the Proprietary Marks and the goodwill associated with and symbolized by them,
      and any and all use thereof by Licensee inures to the benefit of
      SONIC.





(b)           The
      Proprietary Marks are valid and serve to identify the Sonic System and those
      who
      are licensed under the Sonic System.





(c)           Licensee
      shall not directly or indirectly contest the validity or the ownership of the
      Proprietary Marks.


19





(d)           Licensee’s
      use of the Proprietary Marks pursuant to this Agreement does not give Licensee
      any ownership interest or other interest in or to the Proprietary Marks, except
      the nonexclusive license granted herein.





(e)           Any
      and all goodwill arising from Licensee’s use of the Proprietary Marks in its
      licensed operations under the Sonic System shall inure solely and exclusively
      to
      SONIC’s benefit, and upon expiration or termination of this Agreement and the
      License herein granted, no monetary amount shall be assigned as attributable
      to
      any goodwill associated with Licensee’s use of the Sonic System or the
      Proprietary Marks.





(f)           The
      right and license of the Proprietary Marks granted hereunder to Licensee is
      nonexclusive except as provided in subsection 2.01(a) of this Agreement, and
      SONIC thus has and retains the right among others:





(i)           To
      grant other licenses for the Proprietary Marks, in addition to those licenses
      already granted to existing licensees.





(ii)          To
      use the Proprietary Marks in connection with selling products and
      services.





(iii)         To
      develop and establish other systems for the same or similar Proprietary Marks,
      or any other Proprietary Marks, and grant licenses or franchises thereto without
      providing any rights therein to Licensee.





(g)           SONIC
      reserves the right to substitute different Proprietary Marks for use in
      identifying the Sonic System and the businesses operating thereunder if SONIC’s
      currently owned Proprietary Marks no longer can be used.





8.  MANUAL.





SONIC
      shall loan to Licensee for use at
      the Sonic Restaurant the *Sonic Operations Manual* prepared by SONIC for
      use by licensees of Sonic drive-in restaurants similar to the Sonic Restaurant
      to be operated by Licensee.  Licensee recognizes that the *Sonic
      Operations Manual* contains detailed information relating to operation of
      the Sonic Restaurant including: (a) food formulas and specifications for
      designated food and beverage products; (b) methods of inventory control; (c)
      bookkeeping and accounting procedures; (d) business practices and policies;
      and
      (e) other management, advertising, and personnel policies.  Licensee agrees
      to promptly adopt and use exclusively the formulas, methods and policies
      contained in the *Sonic Operations Manual*, now and as they may be
      modified by SONIC from time to time and to return said manual to SONIC at the
      expiration or earlier termination of this License.





9.  CONFIDENTIAL
      INFORMATION.


20





9.01.            SONIC
      Proprietary and Confidential Information.





SONIC
      possesses certain unique,
      proprietary and confidential information, consisting of methods and procedures
      for preparation of food and beverage products, confidential recipes for food
      products, distinctive service and accessories, plans and specifications for
      interior and exterior signs, designs, layouts and color schemes, and methods,
      techniques, formats, systems, specifications, procedures, information, trade
      secrets, sales and marketing programs, methods of business operations and
      management, and knowledge of and experience in the operation and franchising of
      Sonic drive-in restaurants and the Sonic System (collectively, the “Confidential
      Information”).  SONIC will disclose the Confidential Information to
      Licensee in furnishing Licensee the Sonic Plans and Specifications for a Sonic
      drive-in restaurant, the training program, and the *Sonic Operations
      Manual*, and in providing guidance and assistance to Licensee during the
      term of this Agreement.  The *Sonic Operations Manual*, as
      modified by SONIC from time to time, and the policies contained therein, are
      incorporated in this Agreement by reference.





9.02.            Licensee’s
      Use of Proprietary and Confidential Information.





Licensee
      acknowledges and agrees that
      Licensee shall not acquire any interest in the Confidential Information, other
      than the right to utilize it in the development and operation of the Sonic
      Restaurant (and other Sonic drive-in restaurants under license agreements with
      SONIC) during the term of this Agreement, and that the use or duplication of
      the
      Confidential Information in any other business would constitute an unfair method
      of competition.  Licensee acknowledges and agrees that the
      Confidential Information is proprietary to SONIC, may constitute trade secrets
      of SONIC and is disclosed to Licensee solely on the condition that Licensee
      agrees, and Licensee does hereby agree, that Licensee:





(i)  shall
      not use the
      Confidential Information in any other business or capacity, or for the benefit
      of any other Person or entity;





(ii)
      shall maintain the absolute
      confidentiality of the Confidential Information, and shall not disclose or
      divulge the Confidential Information to any unauthorized Person or entity,
      during and after the term of the License;





(iii)
      shall not make unauthorized
      copies of any portion of the Confidential Information disclosed in printed,
      audio, or video form (except in connection with instruction of employees in
      the
      operation of the Sonic Restaurant); and





(iv)
      shall adopt and implement all
      procedures prescribed from time to time by SONIC to prevent unauthorized use
      or
      disclosure of the Confidential Information, including, without limitation,
      restrictions on disclosure thereof to employees of the Sonic Restaurant and
      the
      use of nondisclosure and non-competition clauses in employment agreements with
      employees (including all owners, shareholders and partners of Licensee) who
      have
      access to the Confidential Information.


21





9.03.            Licensee’s
      Use of Sonic Operations Manual.





Licensee
      may not at any time, in any
      manner, directly or indirectly, and whether or not intentionally, copy any
      part
      of the*Sonic Operations Manual*, permit any part of it to be copied,
      disclose any part of it except to employees or other having a need to know
      its
      contents for purposes of operating the Sonic Restaurant, or permit its removal
      from the Sonic Restaurant without prior written consent from
      SONIC.  Notwithstanding anything to the contrary contained in this
      Agreement and provided Licensee shall have obtained SONIC’s prior written
      consent, the restrictions on Licensee’s disclosure and use of the Confidential
      Information shall not apply to the following:





(a)           information,
      processes or techniques which are or become generally known in the food service
      industry, other than through disclosure (whether deliberate or inadvertent)
      by
      Licensee; and





(b)           disclosure
      of the Confidential Information in judicial or administrative proceedings to
      the
      extent that Licensee is legally compelled to disclose such information, provided
      Licensee shall have used its best efforts, and shall have afforded SONIC the
      opportunity, to obtain an appropriate protective order or other assurance
      satisfactory to SONIC of confidential treatment for the information required
      to
      be so disclosed.





10.  ACCOUNTING
      AND RECORDS.





10.01.          Due
      Date.





On
      or before the 20th day of each
      month, Licensee shall submit to SONIC a complete profit and loss statement
      in a form prescribed by SONIC and such statistical reports in such form as
      SONIC
      shall reasonably require from time to time, for the previous month immediately
      ended.





10.02.         
      Record Retention.





Licensee
      shall keep and preserve full
      and complete records of the Sonic Restaurant business for at least three years
      in a manner and form satisfactory to SONIC and shall also deliver such
      additional financial, operating and other information and reports as SONIC
      may
      reasonably request on the forms and in the manner prescribed by SONIC; provided,
      however, that Licensee shall maintain, at a minimum, those books and records
      required to be kept by the Internal Revenue Service under the Internal Revenue
      Code for purposes of its regulation of Licensee’s business and make the same
      books available to SONIC.





10.03.          Charitable
      Contributions and Discounts.





In
      meeting the requirements set forth
      in Sections 10.01 and 10.02 above, Licensee shall keep records substantiating
      and enter as a line item on its financial statements amounts representing the
      valuation for goods (whether food, paper or otherwise) which constitute
      charitable contributions to third parties from the same goods out of the Sonic
      Restaurant.  Likewise, the Licensee shall maintain records and enter
      on its financial statements (particularly a line item on its profit and loss
      statement) information representing the value or amount of sales represented
      by
      coupons traded with and discounts granted by the Licensee at the Sonic
      Restaurant.


22





10.04.          Annual
      Reports.





Licensee
      further agrees to submit,
      within 90 days following the close of each fiscal year of the Sonic Restaurant’s
      operation, a profit and loss statement covering operations during such fiscal
      year and the balance sheet taken as of the close of such fiscal
      year.





10.05.          Audit
      by SONIC.





SONIC
      shall have the right to inspect
      and audit Licensee’s accounts, books, records and tax returns at all times
      during and after the term of this Agreement.  If such inspection
      discloses that Gross Sales actually exceeded the amount reported by Licensee
      or
      that Licensee failed to make advertising expenditures required by Sections
      11.01(a) or 11.01(b), Licensee shall immediately pay SONIC:  (i) the
      additional royalty fee, brand fee and advertising expenditures; (ii) interest
      on
      all unpaid amounts (from the original due date) at a rate equal to that provided
      by Section 5.05 herein; and (iii) a 10% surcharge on all unpaid amounts. 
If such inspection discloses that Gross Sales actually exceeded the amount
      reported by Licensee as Licensee’s Gross Sales by an amount equal to 3% or more
      of the Gross Sales originally reported to SONIC or, in the case of failing
      to
      make required advertising expenditures, that such unpaid expenditures exceeded
      3% of the amount required to be expended, Licensee shall bear the cost of such
      inspection and audit at rates and fees customarily charged by SONIC for such
      auditing and inspecting services and duties.  Unpaid brand fees,
      including interest and surcharges collected by SONIC pursuant to this section,
      shall be used in accordance with the expenditures authorized by Section 5.03;
      nevertheless, SONIC may, on a case by case basis, at SONIC’s sole discretion,
      use such collected amounts in accordance with the expenditures authorized by
      Sections 11.01(a) and 11.01(b).  SONIC shall have the right to bring
      an action in its own name to collect unpaid advertising and brand expenditures
      required by Section 11 herein.





10.06.          Third
      –party Audit.





If
      SONIC has reason to believe that the
      Licensee may not have reported all of its Gross Sales, SONIC may require the
      Licensee to have its profit and loss statement and balance sheet certified
      by an
      independent public accountant.  Licensee shall at his expense cause a
      Certified Public Accountant to consult with SONIC concerning such statement
      and
      balance sheet.  The original of each such reports required by this Section
      10.06 shall be mailed to SONIC’s business office at the address designated in
      Section 19 below.





10.07.          Licensee’s
      Failure to Timely Deliver Financial Records.


23





If
      Licensee fails to timely provide
      SONIC with complete profit and loss statements, accounts, books, records and
      tax
      returns pertaining to the Sonic Restaurant business, or fails to fully cooperate
      with SONIC’s audit of the Sonic Restaurant business, SONIC shall have the right
      to estimate Licensee’s Gross Sales for the Sonic Restaurant using information
      available on the Sonic Restaurant or other Sonic drive-in
      restaurants.  Licensee agrees to accept SONIC’s estimates as
      conclusively correct until Licensee fully complies with SONIC’s accounting and
      disclosure requirements under this Agreement.  However, if the
      Licensee’s subsequent accounting and disclosures reveal that Licensee
      under-reported Gross Sales or underpaid fees due under this Agreement, SONIC
      may
      recover all deficiencies and may litigate claims of fraud even though SONIC
      may
      have already obtained a judgment using SONIC’s
      estimates.  Furthermore, nothing in this Agreement or any judgment
      using estimates shall prevent or hinder SONIC’s further efforts and rights to
      obtain the accounting and disclosures which Licensee is required to give to
      SONIC under this Agreement.





10.08.          Financial
      Disclosure.





SONIC
      shall have the right to assemble
      and disseminate to third parties financial and other information regarding
      the
      Licensee and other licensees of SONIC to the extent required by law or to the
      extent necessary or appropriate to further the interests of the Sonic System
      as
      a whole.  SONIC shall have the right to disclose the business name,
      address and telephone number of the Licensee as they appear in SONIC’s records
      to any Person making inquiry as to the ownership of the Sonic
      Restaurant.  SONIC shall not disclose specific financial information
      regarding the Licensee or the Sonic Restaurant to any Person without (a) the
      Licensee’s prior, written consent or (b) being directed to disclose the
      information pursuant to the order of a court or other governmental
      agency.





11.  ADVERTISING
      AND BRAND EXPENDITURES.





11.01.          Standard
      Program.





Recognizing
      the value of advertising
      and the importance of the standardization of advertising programs to the
      furtherance of the goodwill and public image of the System, the parties agree
      as
      follows:





(a)           In
      the event the Sonic Restaurant lies within a DMA for which a SONIC-approved
      advertising cooperative has been formed, Licensee shall contribute to such
      advertising cooperative an amount required by such advertising cooperative
      on a
      schedule required by such advertising cooperative, provided that such
      contributions shall occur no less often than each calendar quarter and shall
      be
      of an amount not less than 3.25% of Licensee’s Gross Sales from the operation of
      the Sonic Restaurant during each partial or full calendar month.





(b)           In
      the event there exists no SONIC-approved advertising cooperative in the DMA
      in
      which the Sonic Restaurant is located, during each calendar quarter of the
      term
      of this Agreement, Licensee shall spend for approved advertising and promotion
      of the Sonic Restaurant (including, but not limited to, television time, radio
      time, newspaper display space, distributed promotional materials, but not
      including any amount spent on sign rent, paper products, candy or other foods
      which evidence SONIC’s trademarks or color patterns and the like) an amount
      equal to but not less than 3.25% of Licensee’s Gross Sales from the operation of
      the Sonic Restaurant during each partial or full calendar month.


24





(c)           For
      purposes of determining the amount which the Licensee is required to spend
      pursuant to Sections 11.01(a), 11.01(b) and 5.03, above, for each calendar
      quarter which is the subject of review, the parties hereto agree that the first
      two months of such calendar quarter and last month of the preceding calendar
      quarter shall be used in determining the Gross Sales of the Sonic Restaurant
      to
      determine the expenditures required hereunder.  For example, to
      determine the expenditures required for January, February and March, the parties
      hereto agree that they will look to December, January, and February’s sales in
      order to determine the Gross Sales to determine the amount which must be
      expended by the Licensee under these Sections 11.01(a), 11.01(b) and
      5.03.  In the event the amounts required by Section 11.01(a) or
      11.01(b) are not spent in a timely fashion, Licensee shall pay SONIC in
      accordance with Section 10.05.





(d)           All
      advertising by Licensee in any medium which utilizes the Proprietary Marks
      or
      refers in any way to the Sonic Restaurant shall be conducted in a dignified
      manner and shall conform to such standards and requirements as SONIC may specify
      from time to time in writing.  Licensee shall submit to SONIC (in
      accordance with the notice provisions contained herein), for SONIC’s prior
      approval (except with respect to prices to be charged), samples of all
      advertising and promotional plans and materials that Licensee desires to use,
      that use the Proprietary Marks or refer to the Sonic Restaurant and that have
      not been prepared or previously approved by SONIC.  If written disapproval
      thereof is not received by Licensee within 15 days from the date of receipt
      by
      SONIC of such materials, SONIC shall be deemed to have given the required
      approval.  Upon notice from SONIC, Licensee shall discontinue and/or remove
      any objectionable advertising material, whether or not same was previously
      approved by Franchisor.  If said materials are not discontinued and/or
      removed within five days after notice, Franchisor or its authorized agents,
      may,
      at any time, enter upon Franchisor’s premises, or elsewhere, and remove any
      objectionable signs or advertising media and may keep or destroy such signs
      or
      other media without paying therefore, and without being guilty of trespass
      or
      other tort.





(e)           SONIC
      may offer from time to time to provide, upon terms subject to the discretion
      of
      SONIC, approved local advertising and promotional plans and materials,
      including, without limitation, newspaper display space, distributed promotional
      materials.





(f)           SONIC
      or its designee shall maintain and administer a fund for the System as
      follows:





(i)           As
      provided in Subsection 5.03 hereof, Licensee shall pay a brand contribution
      fee
      to the Sonic Brand Fund (formerly known as Sonic Advertising Fund), which shall
      be administered by SONIC, and shall be deposited in a separate bank account
      denoted as the Sonic Brand Fund (the “Fund”).


25





(ii)           SONIC
      shall direct all brand programs with sole discretion over the creative concepts,
      materials, and media used in such programs.  The Fund is intended to
      enhance the Sonic System and maximize general public recognition and acceptance
      of the Proprietary Marks for the benefit of the System and the Licensee
      acknowledges that SONIC and its designees undertake no obligation in
      administering the Fund to make expenditures for Licensee which are equivalent
      or
      proportionate to Licensee’s contribution, and nothing in this Subsection shall
      contravene the intent in Subparagraph (iv) of Paragraph (f) of this Subsection
      11.01.





(iii)           The
      Fund and all earnings thereof shall be used exclusively to meet any and all
      costs of maintaining, administering, directing and preparing advertising
      (including, without limitation, the cost of preparing and conducting television,
      radio, magazine and newspaper advertising campaigns and other public relations
      activities; employing advertising agencies to assist therein; and providing
      promotional brochures and other marketing materials to licensees in the Sonic
      System) as well as any other purpose that promotes, enhances or protects the
      Sonic System.  All sums paid by licensees to the Fund shall be maintained
      in a separate account from the other funds of SONIC.  The Fund shall
      pay SONIC monthly an amount equal to 15% of the Fund’s receipts during the
      preceding month, but not to exceed SONIC’s actual administrative costs and
      overhead, if any, as SONIC may incur in activities reasonably related to the
      administration or direction of the Fund for the licensees and the Sonic System,
      including without limitation, conducting market research, preparing marketing
      and advertising materials, and collecting and accounting for assessments for
      the
      Fund.  The Fund and its earnings shall not inure to the benefit of
      SONIC.





(iv)           All
      materials produced by the Fund shall be made available to all licensees without
      cost on a regular basis, excluding distribution costs.  This Subparagraph
      (iv) of Paragraph (f) of Subsection 11.01 shall not preclude SONIC from offering
      other materials not produced by the Fund upon terms subject to the discretion
      of
      SONIC.  (See Paragraph (e) of this Subsection 11.01.)





(v)           The
      Fund is not an asset of SONIC, and an independent certified public accountant
      designated by SONIC shall review the operation of the Fund annually, and the
      report shall be made available to Licensee upon
      request.  Notwithstanding the foregoing, the body approved and
      designated by SONIC as the body to consult with regarding SONIC’s maintenance
      and administration of the Fund (such as the current Franchise Advisory Council
      or its successor) may designate the independent public accountant to conduct
      the
      required review of the operation of the Fund, if requested in writing at least
      30 but not more than 60 days prior to the end of each fiscal year.





(vi)           It
      is anticipated that most contributions to the Fund shall be expended during
      the
      year within which the contributions are made.  If, however, excess amounts
      remain in the Fund at the end of such year, all expenditures in the following
      year(s) shall be made first out of accumulated earnings, next out of current
      earnings, and finally from contributions.


26





(vii)           Although
      SONIC intends the Fund to be of perpetual duration, SONIC maintains the right
      to
      terminate the Fund.  Such Fund shall not be terminated, however, until all
      monies in the Fund have been expended for ad purposes as aforesaid.





(g)           On
      at least a quarterly basis, SONIC shall consult with the body approved and
      designated by Sonic (such as the current Franchise Advisory Council or its
      successor) regarding SONIC’s maintenance and administration of the Fund and
      shall report to that body on the Fund’s operation.





11.02.          Publicity.





SONIC
      shall have the right to
      photograph the Sonic Restaurant’s exterior and/or interior, and the various
      foods served, and to use any such photographs in any of its publicity or
      advertising, and Licensee shall cooperate in securing such photographs and
      consent of Persons pictured.





12. 
      INSURANCE.





12.01.          Insurance
      Amounts.





Prior
      to opening or taking possession
      of the Sonic Restaurant, the Licensee shall acquire and thereafter maintain
      insurance from insurance companies acceptable to SONIC.  The Licensee
      shall determine the appropriate limits of liability insurance but SONIC shall
      require the following minimum amounts and policy forms of
      insurance:





(a)           The
      Licensee shall maintain statutory worker’s compensation insurance and employer’s
      liability insurance having a minimum limit of liability of the greater of
      $500,000 or the minimum amount otherwise required by applicable state
      law.  SONIC shall accept participation in the Texas Sonic Employee
      Accident Program (“TSEAP”) or in the non-subscriber program for Sonic drive-in
      restaurants located in Texas as long as Texas law does not require statutory
      worker’s compensation insurance.





(b)           The
      Licensee shall maintain commercial general liability insurance, including bodily
      injury, property damage, products, personal and advertising injury coverage
      on
      an occurrence policy form having a minimum per occurrence and general aggregate
      limits of at least $1,000,000 per location.





(c)           The
      Licensee shall maintain non-owned automobile liability insurance having a
      minimum limit of $1,000,000.  The automobile policy also shall provide
      coverage for owned automobiles if owned or leased in the name of the
      Licensee.


27





(d)           SONIC
      shall have the right to require the Licensee to increase the insurance specified
      above by giving the Licensee 60 days’ written notice in accordance with the
      notice provisions of this Agreement, and the Licensee shall comply no later
      than
      the first policy renewal date after that 60-day period.





12.02.          SONIC
      as Additional Insured.





The
      Licensee shall name SONIC and
      SONIC’s subsidiaries and Affiliates as additional insureds under the insurance
      policies specified in paragraphs (a), (b) and (c) of Section 12.01,
      above.  The Licensee’s policies shall constitute primary policies of
      insurance with regard to other insurance, shall contain a waiver of subrogation
      provision in favor of SONIC as it relates to the operation of the Sonic
      Restaurant, and shall provide for at least 30 days’ written notice to SONIC
      prior to their cancellation or amendment.





12.03.          General
      Conditions.





Prior
      to opening or taking possession
      of the Sonic Restaurant, the Licensee shall furnish SONIC with certificates
      of
      insurance evidencing that the Licensee has obtained the required insurance
      in
      the form and amounts as specified above.  In addition, the Licensee
      shall deliver evidence of the continuation of the required insurance policies
      at
      least 30 days prior to the expiration dates of each existing insurance
      policy.  If the Licensee at any time fails to acquire and maintain the
      required insurance coverage, SONIC shall have the right, at the Licensee’s
      expense, to acquire and administer the required minimum insurance coverage
      on
      behalf of the Licensee.  However, SONIC shall not have any obligation
      to assume the premium expense and nothing in this Agreement shall constitute
      a
      guaranty by SONIC against any losses sustained by the Licensee.  SONIC
      may relieve itself of all duties with respect to the administration of any
      required insurance policies by giving 10 days’ written notice to the
      Licensee.





13. 
      TRANSFER OF INTEREST.





13.01.         
      Assignment.





The
      rights and duties created by this
      Agreement are personal to Licensee and SONIC has granted the License in reliance
      on the collective character, skill, aptitude and business and financial capacity
      of Licensee and Licensee’s principals.  Accordingly, except as may be
      otherwise permitted by this Section 13, neither Licensee nor any Person or
      entity with an interest in Licensee shall directly or indirectly, through one
      or
      more intermediaries, without SONIC’s prior written consent, sell, assign,
      transfer, convey, give away, pledge, mortgage or otherwise encumber any direct
      or indirect interest in the License; any interest in Licensee, if Licensee
      is a
      partnership, joint venture or closely held corporation; or any interest which,
      together with other related previous simultaneous or proposed transfers,
      constitutes a transfer of Control of Licensee where Licensee is registered
      under
      the Securities Exchange Act of 1934.  Any such purported assignment
      occurring by operation of law or without SONIC’s prior written consent and
      pursuant to the terms of this Section 13, shall constitute a default of this
      Agreement by Licensee and such purported assignment shall be null and
      void.


28





13.02.          Death
      or Permanent Incapacity of Licensee.





Upon
      the death or permanent incapacity
      of Licensee, the interest of Licensee in the License may be assigned either
      pursuant to the terms of Subsection 13.04 herein or to one or more of the
      following Persons:  Licensee’s spouse, heirs or nearest relatives by blood
      or marriage, subject to the following conditions:  (1) If, in the sole
      discretion of SONIC, such persons shall be capable of conducting the Sonic
      Restaurant business in accordance with the terms and conditions of the License,
      and (2) if such persons shall also execute an agreement by which they personally
      assume full and unconditional liability for and agree to perform all the terms
      and conditions of the License to the same extent as the original Licensee. 
In the event that Licensee’s heirs do not obtain the consent of SONIC as
      assignees of the License, the personal representative of Licensee shall have
      the
      greater of 120 days or the completion of the probate of the Licensee’s estate to
      dispose of Licensee’s interest hereunder, which disposition shall be subject to
      all the terms and conditions for assignments under Subsection
      13.04.





13.03.          Assignment
      to Licensee’s Corporation.





SONIC
      may, upon Licensee’s compliance
      with the following requirements, consent to an assignment of the License to
      a
      corporation whose shares are owned and Controlled by Licensee.  Such
      written materials shall be supplied to SONIC within 15 days after the request
      by
      SONIC.





(a)           Licensee’s
      corporation shall be newly organized, and its charter shall provide that its
      activities are confined exclusively to operating the Sonic
      Restaurant.





(b)           Licensee
      and Licensee’s corporation shall maintain stop transfer instructions against the
      transfer on Licensee’s corporation’s records of any securities with any voting
      rights subject to the restrictions of Section 13 hereof, and shall issue no
      securities upon the face of which the following printed legend does not legibly
      and conspicuously appear.





The
      transfer of this stock is subject to terms and conditions of one or more license
      agreements with Sonic Industries LLC.  Reference is made to said license
      agreement(s) and the restrictive provisions of the Articles and By-Laws of
      this
      corporation.  By agreeing to receive these securities, the transferee
      hereby agrees to be bound by the terms of such agreements, articles and
      by-laws.





(c)           At
      any time upon SONIC’s request, Licensee and Licensee’s corporation shall furnish
      company with a list of all shareholders having an interest in Licensee’s
      corporation, the percentage interest of such shareholder and a list of all
      officers and directors in such form as SONIC may require.


29





(d)           The
      corporate name of Licensee’s corporation shall not include any of the
      Proprietary Marks granted by the License.  Licensee and Licensee’s
      corporation shall not use any mark nor any name deceptively similar thereto
      in a
      public or private offering of its securities, except to reflect Licensee’s
      corporation’s franchise relationship with SONIC.  Any prospectus or
      registration Licensee or Licensee’s corporation would propose to use in such a
      public or private offering shall be submitted to SONIC within a reasonable
      time
      prior to the effective date thereof for the purpose of permitting SONIC to
      verify compliance with this requirement by Licensee and Licensee’s
      corporation.





(e)           Articles
      of Incorporation, By-Laws and all other documents governing Licensee’s
      corporation shall be forwarded to SONIC for approval.  The Articles of
      Incorporation, By-Laws and other organization and governing documents shall
      recite that the issuance and transfer of any interest in Licensee’s corporation
      are restricted by the terms of Section 13 of this Agreement.





(f)           Each
      shareholder of the Licensee’s corporation shall personally guarantee performance
      under this Agreement and shall be personally bound by the terms
      thereof.





(g)           Any
      breach of this Agreement by Licensee’s corporation shall be deemed a breach of
      this Agreement by each shareholder of Licensee’s corporation and each
      shareholder shall be personally and fully liable and obligated by any and all
      such breaches.





(h)           Licensee
      and Licensee’s corporation shall submit to SONIC, prior to any assignment
      hereunder, a shareholders agreement executed by the Board of Directors and
      ratified by all shareholders, which states that, except as may be permitted
      by
      Section 13 of this Agreement, no shares of stock or other interest in Licensee’s
      corporation shall be issued, transferred, or assigned to any Person or entity
      without SONIC’s prior written consent.





(i)           Each
      and every shareholder of Licensee’s corporation or any party owning a security
      issued by, or owning any legal or equitable interest in Licensee’s corporation
      or in any security convertible to a legal or equitable interest in Licensee’s
      corporation shall meet those same standards of approval as an individual
      licensee shall be required to meet prior to being included as a licensee on
      a
      standard license agreement with SONIC.





13.04.          Other
      Assignment.





(a)           In
      addition to any assignments or contingent assignments contemplated by the terms
      of Subsections 13.02 and 13.03 of this Section 13, Licensee shall not sell,
      transfer or assign the License to any Person or Persons without SONIC’s prior
      written consent.  Such consent shall not be unreasonably
      withheld.





(b)           In
      determining whether to grant or to withhold such consent, the following
      requirements must be met by Licensee:


30





(i)           All
      of Licensee’s accrued monetary obligations shall have been satisfied whether due
      under this Agreement or otherwise.





(ii)           SONIC
      and the Licensee execute a general release of each other, in a form satisfactory
      to SONIC, of any and all claims the Licensee may have against SONIC and its
      Affiliates, including (without limitation) all claims arising under any federal,
      state or local law, rule or ordinance, but excluding (as to SONIC) any claims
      against the Licensee for (a) unpaid moneys due SONIC or its Affiliates, (b)
      a
      material breach of the provisions of this Agreement regarding the Proprietary
      Marks, or (c) the violation of SONIC’s legal rights regarding the Proprietary
      Marks.  SONIC may waive the requirements of this subparagraph (ii) at
      SONIC’s election.





(iii)           Licensee
      shall not be in material breach of this Agreement or any other agreement between
      SONIC and Licensee.





(iv)           Assignee
      (or the assignee’s management, as the case may be) shall at SONIC’s sole
      discretion, enroll in and successfully complete such training programs as SONIC
      shall at that time designate according to Section 6.04 hereof.





(v)           SONIC
      shall consider of each prospective transferee, by way of illustration, the
      following:  (a) work experience and aptitude, (b) financial background, (c)
      character, (d) ability to personally devote full time and best efforts to
      managing the Sonic Restaurant, (e) residence in the locality of the Sonic
      Restaurant, (f) equity interest in the Sonic Restaurant, (g) conflicting
      interests and (h) such other criteria and conditions as SONIC shall apply in
      the
      case of an application for a new license to operate a Sonic drive-in
      restaurant.  SONIC’s consent shall also be conditioned each upon such
      transferee’s execution of an agreement by which transferee personally assumes
      full and unconditional liability for and agrees to perform from the date of
      such
      transfer all obligations, covenants and agreements contained in the License
      to
      the same extent as if transferee had been an original party to the
      License.





13.05.          SONIC’s
      Right of First Refusal.





(a)           If
      Licensee or any Person or entity with an interest in Licensee has received
      and
      desires to accept any bona fide offer to purchase all or any part of Licensee’s
      interest in this Agreement or in Licensee and the transfer of such interest
      would: (1) result in a change of Control of Licensee of this Agreement or (2)
      constitute a transfer of interest held by a Controlling Person of Licensee
      or of
      the License, Licensee or such Person shall notify SONIC in writing of each
      such
      offer, with such notice including the name and address of the proposed
      purchaser, the amount and terms of the proposed purchase price, a copy of the
      proposed purchase contract (signed by the parties, but expressly subject to
      SONIC’s right of first refusal), and all other terms and conditions of such
      offer.  SONIC shall have the right and option, exercisable within 20
      days after SONIC’s receipt of such written notification, to send written notice
      to Licensee or such Person or entity that SONIC or its designee intends to
      purchase the interest which is proposed to be transferred on the same terms
      and
      conditions offered by the third party.  Any material change in the terms of
      an offer prior to closing shall cause it to be deemed a new offer, subject
      to
      the same right of first refusal by SONIC or its designee as in the initial
      offer.  SONIC’s failure to exercise such option shall not constitute a
      waiver of any other provision of this Agreement, including any of the
      requirements of this Section with respect to the proposed transfer. 
Silence on the part of SONIC shall constitute rejection.  If the proposed
      sale includes assets of Licensee not related to the operation of a licensed
      Sonic drive-in restaurant, SONIC may purchase not only the assets related to
      the
      operation of a licensed Sonic drive-in restaurant, but may also purchase the
      other assets.  An equitable purchase price shall be allocated to each
      asset included in the proposed sale.


31





(b)           The
      election by SONIC not to exercise its right of first refusal as to any offer
      shall not affect its right of first refusal as to any subsequent
      offer.





(c)           Any
      sale or attempted sale effected without first giving SONIC the right of first
      refusal described above shall be void and of no force and
      effect.





(d)           If
      SONIC does not accept the offer to purchase the Sonic Restaurant, Licensee
      may
      conclude the sale to the purchaser who made the offer so long as the terms
      and
      conditions of such sale are identical to those originally offered to SONIC;
      provided, however, that SONIC’s approval of the assignee be first obtained,
      which consent shall not be unreasonably withheld upon compliance with the
      conditions on assignment imposed by this Agreement.





(e)           The
      provisions of this Section 13.05 shall not apply to any proposed transfers
      to
      members of the Licensee’s immediate family.  For the purposes of this
      Section 13.05, a member of the Licensee’s immediate family shall mean the
      Licensee’s spouse and children (by birth or adoption).  In addition,
      the provisions of this Section 13.05 shall not apply to any proposed transfers
      to Person who already own an interest (directly or indirectly) in this Agreement
      or the License as long as the transfer will not result in a change in Control
      of
      the Licensee or the License.





13.06.          Consent
      to Assignments.





With
      regard to any transfer, assignment
      or pledge of any interest in this Agreement or in the Licensee pursuant to
      the
      foregoing provisions of this Section 13, SONIC shall not withhold its consent
      unreasonably as long as the proposed transfer, assignment or pledge otherwise
      complies with the other requirements set forth in this Section 13.





14. 
      DEFAULT AND TERMINATION.





14.01.          Automatic
      Termination.





Licensee
      shall be deemed to be in
      breach of this Agreement and all rights granted herein shall automatically
      terminate with notice from SONIC if any of the following events
      occur:


32





(a)           Licensee
      shall become insolvent.





(b)           Licensee,
      either personally, through an equity owner, or through Licensee’s attorney,
      shall give oral or written notice to SONIC of Licensee’s intent to file a
      voluntary petition under any bankruptcy law.





(c)           A
      final judgment aggregating in excess of $5,000 against the Sonic Restaurant
      or
      property connected with the Sonic Restaurant which remains unpaid for 30
      days.





(d)           Suit
      to foreclose any lien against any assets of the Sonic Restaurant is instituted
      against Licensee and (i) is not dismissed within 30 days, (ii) such lien is
      not
      contested and challenged through the applicable administrative agencies or
      courts, or (iii) a bond is not posted (if such remedy is available) to delay
      any
      such foreclosure and guarantee performance.





(e)           The
      assets of the Sonic Restaurant are sold after being levied thereupon by sheriff,
      marshal or a constable.





(f)           Transfer
      of this Agreement, in whole or in part, is effected in any manner inconsistent
      with Section 13 hereof.





14.02.          Optional
      Termination.





Licensee
      shall be deemed to be in
      breach of this Agreement and SONIC may, at its option, terminate this Agreement
      and all rights granted herein at any time during the term hereof without
      affording Licensee any opportunity to cure the breach, effective immediately
      upon Licensee’s receipt of a notice of termination, upon the occurrence of any
      of the following events:





(a)           If
      Licensee ceases to operate the Sonic Restaurant or otherwise abandons the Sonic
      Restaurant (other than closure permitted pursuant to Section 6.05(c)(vi) herein)
      or forfeits the legal right to do or transact business at the location licensed
      herein.





(b)           If
      Licensee is convicted of a felony, a crime involving moral turpitude, or
      any other crime or offense that is reasonably likely, in the sole
      opinion of SONIC, to adversely affect the Sonic System, the Proprietary
      Marks, the goodwill associated therewith or SONIC’s rights therein.





(c)           If
      Licensee misuses or makes any unauthorized use of any of the Proprietary Marks
      or any other identifying characteristic of the Sonic System or otherwise
      materially impairs the goodwill associated therewith or SONIC’s rights therein
      and the Licensee cannot cure the default within 30 days.





(d)           If
      Licensee improperly discloses trade secrets or confidential information and
      the
      Licensee cannot cure the default within 30 days.


33





(e)           If
      continued operation of the Sonic Restaurant might endanger public health or
      safety.





(f)           If
      Licensee knowingly or through gross negligence maintains false books or records
      or knowingly or through gross negligence submits any false report to
      SONIC.





14.03.          Period
      to Cure.





Except
      as provided in Subsections 14.01
      and 14.02, Licensee shall have 30 days after receipt from SONIC of a written
      notice of breach of this Agreement or such notice period as is required by
      the
      law of the state where the Sonic Restaurant is located, within which to remedy
      any breach hereunder.  However, this period to cure will not be available
      to Licensee, and SONIC will not be required to delay termination of this
      Agreement, where the breach involved is one which Licensee cannot cure within
      the prescribed cure period or is one which is impossible to
      cure.  SONIC shall have the right to terminate this Agreement and the
      License upon written notice to the Licensee and without any opportunity to
      cure
      after three willful and material breaches of the same provision of this
      Agreement within any 12-month period for which the Licensee has received written
      notice and an opportunity to cure.  If any such breach is not cured
      within that time, SONIC may, at its option, terminate this Agreement and all
      rights granted hereunder effective immediately on the date of receipt by
      Licensee of written notice of termination.  Licensee shall be in breach
      hereunder for any failure to comply with any of the terms of this Agreement
      or to carry out the terms of this Agreement in good faith.  Such
      breach shall include, but shall not be limited to, the occurrence of any of
      the
      following illustrative events:





(a)           If
      the Licensee fails to pay any past due amounts owed to SONIC after SONIC has
      mailed the Licensee two or more statements at least 20 days apart.





(b)           If
      Licensee fails to promptly pay, or repeatedly delays the prompt payment of
      undisputed invoices from his suppliers or in the remittance of rent and property
      tax as required in Licensee’s lease.





(c)           If
      Licensee fails to maintain and operate the Sonic Restaurant in a good, clean,
      and wholesome manner or otherwise is not in compliance with the standards
      prescribed by the Sonic System.





(d)           If
      Licensee attempts to assign or transfer any interest in this Agreement in
      violation of Section 13 herein.





(e)           If
      Licensee denies SONIC the right to inspect the Sonic Restaurant at reasonable
      times, which includes the right to photograph the interior and exterior of
      the
      Sonic Restaurant in its entirety.





(f)           If
      Licensee fails, refuses, or neglects to obtain SONIC’s prior written approval or
      consent as required by this Agreement.


34





(g)           If
      Licensee acquires any interest in another business in violation of Section
      16.





(h)           If
      Licensee fails, refuses or neglects to provide SONIC with Licensee’s home
      address and home telephone number.





(i)           If
      Licensee breaches any other requirement set forth in this
      Agreement.





(j)           If
      Licensee, upon the destruction of the Sonic Restaurant, fails to rebuild the
      franchise premises and resume operation within a reasonable time (cessation
      of
      the business from a franchise premises shall not constitute default of this
      Agreement if caused by condemnation, expiration of a location lease pursuant
      to
      its terms at execution or when failure to rebuild following destruction of
      the
      franchised premises is prohibited by law or the location
      lease).





14.04.          Resolution
      of Disputes.





The
      following provisions shall apply to
      any controversy between the Licensee and SONIC (including an Affiliate of SONIC)
      and relating (a) to this Agreement (including any claim that any part of this
      Agreement is invalid, illegal or otherwise void or voidable), (b) to the
      parties’ business activities conducted as a result of this Agreement, or (c) the
      parties’ relationship or business dealings with one another generally, including
      all disputes and litigation pending or in existence as of the date of this
      Agreement.





(a)           Negotiation.





The
      parties first shall use their best
      efforts to discuss and negotiate a resolution of the controversy.





(b)           Mediation.





If
      the efforts to negotiate a
      resolution do not succeed, the parties shall submit the controversy to mediation
      by a mediation firm agreeable to the parties or by the American Arbitration
      Association, if the parties cannot agree.  The mediation shall take
      place in Oklahoma City, Oklahoma.





(c)           Arbitration.





If
      the efforts to negotiate and mediate
      a resolution do not succeed, the parties shall resolve the controversy by final
      and binding arbitration in accordance with the Rules for Commercial Arbitration
      (the “Rules”) of the American Arbitration Association in effect at the time of
      the execution of this Agreement and pursuant to the following additional
      provisions:


35





(i)           Applicable
      Law.  The Federal Arbitration Act (the “Federal Act”), as
      supplemented by the Oklahoma Arbitration Act (to the extent not inconsistent
      with the Federal Act), shall apply to the arbitration.





(ii)           Selection
      of Arbitrators.  The parties shall select three arbitrators within
      10 days after the filing of a demand and submission in accordance with the
      Rules.  If the parties fail to agree on three arbitrators within that
      10-day period or fail to agree to an extension of that period, the arbitration
      shall take place before three arbitrators selected in accordance the
      Rules.  At least one of the arbitrators shall constitute an individual
      selected by Sonic (or its Affiliate) who has experience with franchise law
      or
      franchise relations.  A decision or award by a majority of the
      arbitrators shall constitute the decision or award of the
      arbitrators.





(iii)           Location
      of Arbitration.  The arbitration shall take place in Oklahoma
      City, Oklahoma, and the arbitrators shall issue any award at the place of
      arbitration.  The arbitrators may conduct hearings and meetings at any
      other place agreeable to the parties or, upon the motion of a party, determined
      by the arbitrators as necessary to obtain significant testimony or
      evidence.





(iv)           Discovery.  The
      arbitrators shall have the power to authorize all forms of discovery (including
      depositions, interrogatories and document production) upon the showing of (a)
      a
      specific need for the discovery, (b) that the discovery likely will lead to
      material evidence needed to resolve the controversy, and (c) that the scope,
      timing and cost of the discovery is not excessive.





(v)           Authority
      of Arbitrators.  The arbitrators shall not have the power (a) to
      alter, modify, amend, add to, or subtract from any term or provision of this
      Agreement; (b) to rule upon or grant any extension, renewal or continuance
      of
      this Agreement; (c) to award damages or other remedies expressly prohibited
      by
      this Agreement; or (d) to grant interim injunctive relief prior to the
      award.





(vi)           Scope
      of Proceeding.  The parties shall conduct any arbitration
      proceeding and resolve any controversy on an individual basis only and not
      on a
      class-wide, multiple-party, or similar basis.





(vii)           Enforcement
      of Award.  The prevailing party shall have the right to enter the
      award of the arbitrators in any court having jurisdiction over one or more
      of
      the parties or their assets.  The parties specifically waive any right
      they may have to apply to any court for relief from the provisions of this
      Agreement or from any decision of the arbitrators made prior to the
      award.  The award of the arbitrators shall not have any precedential
      or collateral estoppel effect on any other controversy involving SONIC or its
      Affiliates.


36





(d)           Excluded
      Controversies.





At
      the election of SONIC or its
      Affiliate, the provisions of this Section 14.04 shall not apply to any
      controversies relating to any fee due SONIC or its Affiliate; any promissory
      note payments due SONIC or its Affiliate; or any trade payables due SONIC or
      its
      Affiliate as a result of the purchase of equipment, goods or
      supplies.  The provisions of this Section 14.04 also shall not apply
      to any controversies relating to the use and protection of the Proprietary
      Marks
      or the Sonic System, including (without limitation) SONIC’s right to apply to
      any court of competent jurisdiction for appropriate injunctive relief for the
      infringement of the Proprietary Marks or the Sonic System.





(e)           Attorneys’
      Fees and Costs.





The
      prevailing party to the arbitration
      shall have the right to an award of its reasonable attorneys’ fees and costs
      incurred after the filing of the demand and submission, including a portion
      of
      the direct costs of any in-house legal staff reasonably allocable to the time
      devoted to the arbitration.





15. 
      OBLIGATIONS UPON TERMINATION.





15.01.          Effect
      of Termination, Cancellation or Expiration of this Agreement.





Except
      as otherwise authorized pursuant
      to the terms of any other license agreement between SONIC and the Licensee,
      the
      Licensee shall comply with the following provisions after the expiration or
      termination of this Agreement and the License:





(a)           Licensee,
      upon any termination, cancellation or expiration of this Agreement, shall
      promptly pay to SONIC and SONIC’s subsidiaries any and all sums owed to
      them.  In the event of termination for any breach by Licensee, such sums
      shall include all damages, costs and expenses, including reasonable attorneys’
fees, incurred by SONIC as a result of the breach, which obligation shall give
      rise to and remain, until paid in full, a lien in favor of SONIC against any
      and
      all of the assets of the Sonic Restaurant owned by Licensee at the time of
      default.





(b)           Upon
      termination, cancellation or expiration hereof for any reason, all Licensee’s
      rights hereunder shall terminate. Licensee shall not thereafter use or adopt
      any
      trade secrets disclosed to Licensee hereunder or any paper goods, emblems,
      signs, displays, menu housings or other property on which SONIC’s name or
      Proprietary Marks are imprinted or otherwise form a part thereof or any
      confusing simulations thereof.  Licensee shall not otherwise use or
      duplicate the Sonic System or any portion thereof or assist others to do
      so. Licensee shall remove from the premises all signs, emblems and displays
      identifying it as associated with SONIC or the Sonic System.  Licensee
      shall cease to use and shall return to SONIC all copies of the Sonic
      Operations Manual, instructions or materials delivered to Licensee
      hereunder.


37





(c)           Upon
      termination, cancellation or expiration of this Agreement, unless otherwise
      directed in writing by SONIC, Licensee shall change the exterior and interior
      design and the decor of said premises, including, but not limited to, changing
      the color scheme, and shall make or cause to be made such changes in signs,
      buildings and structures (excluding major structural changes) as SONIC shall
      reasonably direct so as to effectively distinguish the same from its former
      appearance and from any other Sonic drive-in restaurant unit, and if Licensee
      fails or refuses to comply herewith, then SONIC shall have the right to enter
      upon the premises where said business is being conducted without being guilty
      of
      trespass or any other tort for the purpose of making or causing to be made
      such
      changes at the expense of Licensee which expense Licensee agrees to pay on
      demand.





(d)           Upon
      termination, cancellation or expiration of this Agreement, in the event Licensee
      is the owner of the Sign, SONIC shall have an irrevocable option to purchase
      the
      Sign for its fair market value.  In any event, Licensee shall not
      thereafter use any sign panels displaying SONIC’s name or Proprietary Marks or
      which primarily display the colors used in any other such sign at any other
      Sonic drive-in restaurant unit (See Subsection 15.04 for determining fair market
      value).  Any agent, servant or employee of SONIC may remove the Sign or any
      objectionable signs or advertising from the Sonic Restaurant without being
      guilty of trespass or other tort, and Licensee shall be liable for SONIC’s costs
      plus attorneys’ fees for any interference therewith.





(e)           Upon
      termination, cancellation or expiration of this Agreement, Licensee shall cease
      to hold Licensee out in any way as a licensee of SONIC or to do anything which
      would indicate any relationship between Licensee and SONIC.





(f)           The
      covenants set forth in Paragraphs (a), (b), (c), (d) and (e) of this Subsection
      15.01 shall survive the termination, cancellation or expiration of this
      Agreement.





(g)           All
      rights, claims and indebtedness which may accrue to SONIC prior to termination,
      cancellation or expiration of this Agreement shall survive termination,
      cancellation or expiration and be enforceable by SONIC.





(h)           Licensee
      shall complete all such modifications within 30 days after this Agreement has
      been terminated or canceled or has expired.  Licensee and SONIC agree
      that SONIC’s damages resulting from a breach of the provisions of this
      Subsection are difficult to estimate or determine accurately.  In the event
      of a breach by Licensee of the provisions of this Subsection, Licensee, in
      addition to any and all other remedies available to SONIC herein and elsewhere,
      will pay SONIC double the royalty and brand fees prescribed in this Agreement
      until Licensee satisfactorily de-identifies the restaurant premises in the
      manner prescribed by this Section.  This payment shall constitute
      liquidated damages and shall not be construed as a penalty since such payment
      has been agreed to by Licensee and SONIC as reasonably representative of the
      actual damage sustained by SONIC in the event of such a breach.  The
      liquidated damages shall start on the 31st day after this Agreement has been
      terminated or canceled or has expired.  These liquidated damages shall
      not constitute either a waiver of Licensee’s obligation to de-identify or a
      license to use the Sonic System.  These remedies will be in addition
      to any other remedies SONIC may have hereunder or under federal or state
      law.


38





15.02.          SONIC’s
      Option to Purchase.





(a)           Upon
      termination, cancellation or expiration hereof, SONIC shall have the right
      and
      option to purchase all or any patented, special or unique Sonic restaurant
      equipment, menu housings, signs, menus and supplies of Licensee at their fair
      market value (See Subsection 15.04 for determining fair market value). 
Such right or option of SONIC shall be exercised as provided in Paragraph (b)
      of
      this Subsection 15.02.  If SONIC elects to exercise any option to
      purchase herein provided, it shall have the right to set off all amounts due
      from Licensee to SONIC and one-half of the cost of any appraisals against any
      payment therefor.





(b)           In
      the case of termination by expiration, SONIC shall exercise SONIC’s option
      contained in this Subsection 15.02 by giving Licensee written notice at least
      30
      days prior to expiration.  In the case of termination for any other reason,
      SONIC shall exercise its option by giving Licensee written notice within 30
      days
      after termination.





(c)           SONIC’s
      option hereunder is without prejudice to SONIC’s rights under any security
      agreement held by SONIC or with respect to which SONIC may have a guarantor’s or
      surety’s subrogation interest.  If SONIC exercises this option, SONIC may
      pay any debt which Licensee owes to SONIC and shall remit any balance of the
      purchase price to Licensee.  There shall be no allowance for
      goodwill.





15.03.          SONIC’s
      Obligation to Purchase.





(a)           Upon
      termination, cancellation or expiration of this Agreement, if Licensee desires
      to sell Licensee’s unbroken inventory packages of approved imprinted items and
      supplies with Proprietary Marks to SONIC, excluding all food items,
      SONIC shall have the obligation to repurchase such items at
      Licensee’s cost.





(b)           If
      Licensee desires to sell such items to SONIC, Licensee shall, not later than
      10
      days after termination, cancellation or expiration of this Agreement, give
      SONIC 10 days written notice of Licensee’s election and, at the expiration of
      the 10-days notice period, deliver such items at Licensee’s expense with an
      itemized inventory to the nearest Sonic drive-in restaurant owned by SONIC
      or other unit designated by SONIC. SONIC agrees to pay Licensee or credit
      Licensee’s account within seven days after said delivery.





15.04.          Fair
      Market Value Determination.





If
      the parties cannot agree on the fair
      market value of any item subject to an option to purchase in this Agreement
      within a reasonable time, one appraiser shall be designated by SONIC, one by
      Licensee and the two appraisers shall designate an independent appraiser, and
      the valuation of such third appraiser alone shall be binding.  SONIC and
      the Licensee each shall pay one-half of the cost of any appraisals required
      pursuant to this Section 15.04.


39





16. 
      COVENANTS.





16.01.         
      Restrictions on Licensee.





Licensee
      agrees and covenants as
      follows:





(a)           During
      the term of this License, Licensee shall not directly or indirectly through
      one
      or more intermediaries (i) engage in, (ii) acquire any financial or beneficial
      interest (including interests in corporations, partnerships, trusts,
      unincorporated associations or joint ventures) in, (iii) loan money to or (iv)
      become landlord of any restaurant business which has a menu similar to that
      of a
      Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings, and
      similar items customarily sold by Sonic drive-in restaurants) or which has
      an
      appearance similar to that of a Sonic drive-in restaurant (such as color
      pattern, use of canopies, use of speakers and menu housings for ordering food,
      or other items that are customarily used by a Sonic drive-in
      restaurant).





(b)           Licensee
      shall not, for a period of 18 months after termination of this License for
      any
      reason, directly or indirectly through one or more intermediaries (i) engage
      in,
      (ii) acquire any financial or beneficial interest (including interests in
      corporations, partnerships, trusts, unincorporated associations or joint
      ventures) in, (iii) loan money to or (iv) become a landlord of any restaurant
      business which has a menu similar to that of a Sonic drive-in restaurant (such
      as hamburgers, hot dogs, onion rings, and similar items customarily sold by
      Sonic drive-in restaurants) or which has an appearance similar to that of a
      Sonic drive-in restaurants (such as color pattern, use of canopies, use of
      speakers and menu housings for ordering food, or other items that are
      customarily used by a Sonic drive-in restaurants), and which (i) is within
      a
      three- mile radius of the Sonic Restaurant formerly licensed by this Agreement,
      (ii) is within a 20-mile radius of a Sonic drive-in restaurant in operation
      or
      under construction, or (iii) is located within the MSA of the Sonic
      Restaurant.





(c)           Licensee
      shall not appropriate, use or duplicate the Sonic System, or any portion
      thereof, for use at any other restaurant business.





(d)           During
      the term of this Agreement, Licensee shall (i) use Licensee’s best efforts to
      promote the business of the Sonic Restaurant, (ii) devote Licensee’s full time,
      energies and attention to the operation and management of the Sonic Restaurant,
      and (iii) not engage in any other business or activity that might detract from,
      interfere with or be detrimental to the Sonic System or Licensee’s full and
      timely performance under this Agreement (except the ownership and operation
      of
      other Sonic drive-in restaurants under license agreements with
      SONIC).





(e)           During
      the term of this Agreement, Licensee shall not perform or provide services
      as a
      director, officer, employee, agent, representative, consultant or in any other
      capacity for any other restaurant business which has a menu or appearance
      similar to that of a Sonic drive-in restaurant.


40





(f)           During
      the term of this Agreement, Licensee shall not directly or indirectly through
      one or more intermediaries (i) engage in, (ii) acquire any financial or
      beneficial interest in, (iii) loan money, or (iv) become landlord of any
      operation which has granted or is granting franchises or licenses (except for
      those granted by SONIC) to others to operate any other restaurant business
      which
      has a menu or appearance similar to that of a Sonic drive-in
      restaurant.





(g)           Paragraphs
      (a), (b) and (f) of this Subsection 16.01 shall not apply to ownership by
      Licensee of less than 2% beneficial interest in the outstanding equity
      securities of any corporation which is registered under the Securities Exchange
      Act of 1934; however, this Subsection 16.01(g) shall apply to all shareholders
      or partners of Licensee (in the event Licensee is a corporation or partnership)
      and all members of Licensees’ and their immediate families, and all Persons or
      entities guaranteeing this Agreement.





(h)           The
      parties agree that each of the foregoing covenants shall be construed as
      independent of any covenant or provision of this Agreement.  If all or any
      portion of a covenant in this Section 16 is held unreasonable or unenforceable
      by a court or agency having valid jurisdiction in an unappealed final decision
      to which SONIC is a party, Licensee expressly agrees to be bound by any lesser
      covenant subsumed with the terms of such covenant that imposes the maximum
      duty
      permitted by law, as if the resulting covenant were separately stated in and
      made a part of this Section 16.





(i)           Licensee
      understands and acknowledges that SONIC shall have the right, in SONIC’s sole
      discretion, to reduce the scope of any covenant set forth in Paragraphs (a),
      (b)
      and (f) of this Subsection 16.01, or any portion thereof, without Licensee’s
      consent effective immediately upon receipt by Licensee of written notice
      thereof, and Licensee agrees that it shall comply forthwith with any covenant
      as
      so modified, which shall be fully enforceable notwithstanding the provisions
      of
      Paragraph (k) of this Subsection 16.01.





(j)           Licensee
      expressly agrees that the existence of any claims Licensee may have against
      SONIC, whether or not arising from this Agreement, shall not constitute a
      defense to the enforcement by SONIC of the covenants in this Section
      16.




(k)           Licensee
      acknowledges that Licensee’s violation of the terms of this Section 16 would
      result in irreparable injury to SONIC for which no adequate remedy at law is
      available, and Licensee accordingly consents to the ex parte issuance of
      restraining orders, temporary and permanent injunctions and cease and desist
      orders prohibiting any conduct by Licensee in violation of the terms of this
      Section 16.





(l)           Licensee
      shall utilize at the Sonic Restaurant a cash register previously approved by
      SONIC, which such cash register shall at all times during the term of this
      Agreement have a non-alterable grand total function so that each item entered
      in
      such register and each day’s totals may not be altered once
      entered.


41





16.02.         
      Covenants by Others.





At
      the time of execution of this
      Agreement, Licensee shall provide SONIC with covenants similar in substance
      to
      those set forth in this Section 16 (including covenants applicable upon the
      termination of a Person’s relationship with Licensee) from the following
      persons:  (1) all persons employed by Licensee; and (2) all officers,
      directors, and holders of a direct or indirect beneficial ownership interest
      Licensee.  With respect to each Person who becomes associated with Licensee
      in one of the capacities enumerated above subsequent to execution of this
      Agreement, Licensee shall require and obtain such covenants and promptly provide
      SONIC with executed copies of such covenants.  In no event shall any Person
      enumerated be granted access to any confidential aspect of the Sonic System
      or
      the Sonic Restaurant prior to execution of such a covenant.  All covenants
      required by this Section 16 shall be furnished by SONIC to Licensee and shall
      include, without limitation, specific identification of SONIC as a third party
      beneficiary of such covenants with the independent right to enforce them. 
Failure by Licensee to obtain execution of a covenant required by this Section
      16 shall constitute a breach of this Agreement.





17. 
      INDEPENDENT CONTRACTOR & INDEMNIFICATION.





17.01.          Licensee
      not an Agent of SONIC.





It
      is understood and agreed that this
      Agreement does not create a fiduciary relationship between SONIC and Licensee,
      and that nothing herein contained shall constitute Licensee as the agent, legal
      representative, partner, joint venturer or employee of SONIC. Licensee is,
      and
      shall remain, an independent contractor responsible for all obligations and
      liabilities of, and for all loss or damage to, the Sonic Restaurant and its
      business, including any personal property, equipment, fixtures or real property
      connected therewith and for all claims or demands based on damage or destruction
      of property or based on injury, illness or death of any person or persons,
      directly or indirectly, resulting from the operation of the Sonic
      Restaurant.





17.02.          Cost
      of Enforcement.





If
      SONIC or SONIC’s subsidiaries
      becomes involved in any action at law or in equity or in any proceeding opposing
      Licensee to secure, enforce, protect, or defend SONIC’s rights and remedies
      under this License, in addition to any judgment entered in SONIC’s favor, SONIC
      shall be entitled to demand of and (in the event SONIC prevails in such actions
      or proceedings) recover from Licenseethe reasonable costs, expenses and
      attorneys’ fees incurred by SONIC.  If, in such applicable final
      judgment SONIC does not prevail, Licensee shall be entitled to recover from
      SONIC in any such action or proceeding the reasonable costs, expenses and
      attorneys’ fees incurred by Licensee.





17.03.          Indemnification.





If
      SONIC or SONIC’s subsidiaries shall
      be subject to any claim, demand or penalty or become a party to any suit or
      other judicial or administrative proceeding by reason of any claimed act or
      omission by Licensee, Licensee’s employees or agents, or by reason of any act
      occurring on the Sonic Restaurant premises, or by reason of any act or omission
      with respect to the business or operation of the Sonic Restaurant, Licensee
      shall indemnify and hold SONIC and SONIC’s subsidiaries harmless against all
      judgments, settlements, penalties and expenses, including attorneys’ fees, court
      costs and other expenses of litigation or administrative proceeding, incurred
      by
      or imposed on SONIC in connection with the investigation or defense relating
      to
      such claim or litigation or administrative proceeding and, at the election
      of
      SONIC, Licensee shall also defend SONIC and SONIC’s subsidiaries.  The
      Licensee shall not have any obligation to indemnify, defend or hold harmless
      SONIC or any other Person pursuant to the provisions of this Section 17.03
      to
      extent the obligation arises predominantly as a proximate result of SONIC’s act
      or failure to act when under a duty to act.


42





18. 
      EFFECT OF WAIVERS.





No
      waiver by SONIC of any breach or
      series of breaches of this Agreement shall constitute a waiver of any subsequent
      breach or waiver of the terms of this Agreement.


19. 
      NOTICES.





19.01.          Address.





Any
      notice required hereunder, if not
      specified, shall be in writing and shall be delivered by (i) personal service,
      (ii) by overnight, receipted delivery service, or (iii) by United States
      certified or registered mail, with postage prepaid, addressed to Licensee at
      the
      Sonic Restaurant or at such other address of Licensee then appearing on the
      records of SONIC or to SONIC at 300 Johnny Bench Drive, Oklahoma City, Oklahoma
      73104, attention General Counsel, or at the subsequent address of SONIC’s
      corporate headquarters.  Either party, by a similar written notice,
      may change the address to which notices shall be sent.





19.02.         
      Failure to Accept.





If
      SONIC is unable to give actual
      notice of any breach or termination of this Agreement because Licensee has
      failed to provide SONIC with a current address, because Licensee fails to accept
      or pick up this mailed notice, or due to any reason which is not the fault
      of
      SONIC, then such notice shall be deemed as given when SONIC sends such notice
      by
      overnight receipted delivery service or registered or certified mail, postage
      prepaid.





19.03.          Licensee’s
      Principal.





Licensee
      has designated on the first
      page of this Agreement a Principal to serve as the party receiving primary
      notice on behalf of the parties hereto.  Each Licensee hereby agrees
      that SONIC may send its notices and communications under this Agreement to
      the
      Principal provided for herein, that each SONIC may use the Principal as its
      primary contact for purposes of communications and notices permitted or required
      hereunder, and that all communications and notices given by SONIC to the
      Principal will be just as effective on each Licensee as though the same had
      been
      given to each Licensee.


43





20. 
      ENTIRE AGREEMENT.





20.01.          No
      Oral Agreements.





This
      Agreement and all addenda,
      appendices and amendments hereto constitute the entire agreement between the
      parties and supersede all prior and contemporaneous, oral or written agreements
      or understandings of the parties.





20.02.         
      Scope and Modification of License.





No
      interpretation, change, termination
      or waiver of any of the provisions hereof shall be binding upon SONIC unless
      in
      writing signed by an officer of SONIC.  No modification, waiver,
      termination, rescission, discharge or cancellation of this Agreement shall
      affect the right of any party hereto to enforce any claim or right hereunder,
      whether or not liquidated, which occurred prior to the date of such
      modification, waiver, termination, rescission, discharge or
      cancellation.





21. 
      CONSTRUCTION AND SEVERABILITY.





21.01.          Interpretation.





The
      recitals shall be considered a part
      of this Agreement.  Section and Subsection captions are used only for
      convenience and are in no way to be construed as part of this Agreement or
      as a
      limitation of the scope of the particular Sections, Subsections, Paragraphs
      and
      Subparagraphs to which they refer.  Words of any gender used in this
      Agreement shall include any other gender, and words in the singular shall
      include the plural where the context requires.





21.02.          Scope
      of Protected Area.





Neither
      party to this Agreement intends
      to expand the scope of any covenants or commitments contained in Section 2
      beyond the terms and provisions expressly stated in Section 2, and the parties
      to this Agreement agree that no Person, court or arbitrator may interpret any
      of
      the foregoing covenants or commitments in Section 2 in that manner.





21.03.          Invalidity.





If
      any part of this Agreement for any
      reason shall be declared invalid, such decision shall not affect the validity
      of
      any remaining portion, which shall remain in full force and effect.  In the
      event any material provision of this Agreement shall be stricken or declared
      invalid, SONIC reserves the right to terminate this Agreement.


44





21.04.          Binding
      Effect.





This
      Agreement shall be binding upon
      the parties, their heirs, executors, personal representatives, successors or
      assigns.





21.05.         
      Survival.





Any
      provisions of this Agreement which
      impose an obligation after termination or expiration of this Agreement shall
      survive the termination or expiration of this Agreement and be binding on the
      parties.





21.06.          Liability
      of Multiple Licensees.





If
      Licensee consists of more than one
      Person or entity, each such Person and entity, and each proprietor, partner
      or
      shareholder of each such entity shall be jointly and severally liable for any
      and all of Licensee’s obligations and prohibitions under this
      Agreement.  Consequently, if and when a Person or entity as Licensee
      is in breach of this Agreement and fails or is unable to cure such breach in
      a
      timely manner, SONIC may terminate the rights of the so-affected Person or
      entity under this Agreement whereby this Agreement is terminated as to only
      such
      Person or entity while remaining fully effective as to all other Persons and
      entities remaining as Licensee on this Agreement.  This Person or
      entity removed as Licensee shall remain jointly and severally obligated with
      the
      Persons and entities remaining as Licensee for any and all obligations and
      liabilities of Licensee which occurred or accrued through the date of removal
      of
      said Person or entity.





22. 
      BUSINESS ENTITY LICENSEES





22.01.         
      Corporate Licensee.





If
      the Licensee is a corporation, the
      Licensee shall comply with the following provisions:





(a)           Purpose.  The
      certificate of incorporation of the Licensee, if incorporated after August
      31,
      1994, shall provide that the purpose of the corporation shall consist only
      in
      the development, ownership, operation and maintenance of Sonic drive-in
      restaurants.





(b)           Transfer
      Restrictions.  The certificate of incorporation of the Licensee
      shall provide that the Licensee shall not issue any additional capital stock
      of
      the Licensee and that no stockholder may transfer, assign or pledge any issued
      capital stock of the Licensee without the prior, written consent of SONIC,
      and
      each stock certificate issued to evidence the capital stock of the Licensee
      shall contain a legend disclosing the foregoing restriction.  SONIC
      shall not withhold its consent to the issuance of additional capital stock
      or a
      transfer, assignment or pledge without a reasonable basis.  In giving
      its consent, SONIC shall have the right (but not the obligation) to impose
      one
      or more reasonable conditions, including (without limitation) the requirement
      that the recipient of the capital stock execute an agreement substantially
      similar to the Guaranty and Restriction Agreement attached as Attachment I
      to
      this Agreement.


45





(c)           Stockholder
      Guaranty.  Each stockholder of the Licensee shall execute the
      Guaranty and Restriction Agreement attached as Attachment I to this
      Agreement.





(d)           Documents.  Prior
      to SONIC’s execution of this Agreement, the Licensee shall deliver to SONIC
      photocopies of its certificate of incorporation and issued stock certificates
      reflecting compliance with the provisions of this Section 22.01.





22.02.         
      Partnership Licensee.





If
      the Licensee is a partnership, the
      Licensee shall comply with the following provisions:





(a)           Purpose.  The
      partnership agreement and certificate of limited partnership (if applicable)
      of
      the Licensee, if formed after August 31, 1994, shall provide that the purpose
      of
      the partnership shall consist only in the development, ownership, operation
      and
      maintenance of Sonic drive-in restaurants.





(b)           Transfer
      Restrictions.  The partnership agreement and certificate of
      limited partnership (if applicable) of the Licensee shall provide that the
      Licensee shall not issue any additional partnership interests in the Licensee
      and that no partner may transfer, assign or pledge a partnership interest in
      the
      Licensee without the prior, written consent of SONIC.  SONIC shall not
      withhold its consent to the issuance of additional partnership interests or
      a
      transfer, assignment or pledge without a reasonable basis.  In giving
      its consent, SONIC shall have the right (but not the obligation) to impose
      one
      or more reasonable conditions, including (without limitation) the requirement
      that the recipient of the partnership interest execute an agreement
      substantially similar to the Guaranty and Restriction Agreement attached as
      Attachment I to this Agreement.





(c)           Partner
      Guaranty.  Each partner of the Licensee shall execute the Guaranty
      and Restriction Agreement appearing as Attachment I to this
      Agreement.





(d)           Documents.  Prior
      to SONIC’s execution of this Agreement, the Licensee shall deliver to SONIC
      photocopies of its partnership agreement and certificate of limited partnership
      (if applicable) reflecting compliance with the provisions of this Section
      22.02.





22.03.          Limited
      Liability Company Licensee.





If
      the Licensee is a limited liability
      company, the Licensee shall comply with the following provisions:





(a)           Purpose.  The
      articles of organization and operating agreement of the Licensee, if organized
      after August 31, 1994, shall provide that the purpose of the limited liability
      company shall consist only in the development, ownership, operation and
      maintenance of Sonic drive-in restaurants.


46





(b)           Transfer
      Restrictions.  The articles of organization and operating
      agreement of the Licensee shall provide that the Licensee shall not issue any
      additional membership interests in the Licensee and that no member may transfer,
      assign or pledge any membership interests in the Licensee without the prior,
      written consent of SONIC.  SONIC shall not withhold its consent to the
      issuance of additional membership interests or a transfer, assignment or pledge
      without a reasonable basis.  In giving its consent, SONIC shall have
      the right (but not the obligation) to impose one or more reasonable conditions,
      including (without limitation) the requirement that the recipient of the
      membership interest execute an agreement substantially similar to the Guaranty
      and Restriction Agreement attached as Attachment I to this
      Agreement.





(c)           Member
      Guaranty.  Each member of the Licensee shall execute the Guaranty
      and Restriction Agreement appearing as Attachment I to this
      Agreement.





(d)           Documents.  Prior
      to SONIC’s execution of this Agreement, the Licensee shall deliver to SONIC
      photocopies of its articles of organization and operating agreement reflecting
      compliance with the provisions of this Section 22.03.





22.04.        
      Other Entity Licensee.





If
      the Licensee is any other form of
      business entity, the Licensee shall deliver to SONIC photocopies of its
      organizational documents containing provisions substantially similar to those
      required by Sections 22.01 through 22.03.





22.05.          Employee
      Stock Purchase Plans.





The
      Licensee shall have the right to
      transfer up to 49% of its outstanding capital stock or other equity interests
      to
      an employee stock purchase plan as long as one individual who qualifies as
      a
      licensee of SONIC continues to own and Control, directly or indirectly, at
      least
      51% of the Licensee’s outstanding capital stock or other equity
      interests.





23.  APPLICABLE
      LAWS.





The
      terms and provisions of this
      Agreement shall be interpreted in accordance with and governed by the laws
      of
      the State of Oklahoma, provided that if the laws of the State of Oklahoma would
      not permit full enforcement of Section 16 of this Agreement, then the laws
      of
      the state in which the Sonic Restaurant is located or Licensee is domiciled
      shall apply to the extent that any or all of such laws more fully permit
      enforcement of Section 16 of this Agreement.  Notwithstanding the
      foregoing, the franchise laws or regulations of the state in which the Sonic
      Restaurant is located, in effect on the original date of this Agreement, shall
      apply to this Agreement.  Licensee agrees that jurisdiction over
      Licensee and venue exist and are proper within the same federal judicial
      district where the corporate headquarters of SONIC are located and within any
      and all other courts, whether federal, state, or local, located within that
      district.  Licensee waives any and all defenses and objections, and
      Licensee agrees not to assert any defense or objection to jurisdiction over
      Licensee and to venue as described hereinabove regarding any action, proceeding
      or litigation instituted by SONIC against Licensee.  SONIC and
      Licensee agree that any and all breaches of this Agreement, including breaches
      occurring after termination, cancellation, or expiration of this Agreement,
      shall be deemed to have occurred where the corporate headquarters of SONIC
      are
      located.


47





24. 
      ACKNOWLEDGEMENT.





Licensee
      acknowledges
      that:





24.01.          Initial
      Term.





The
      term of this Agreement is for a
      single 20-year term with no promise or representation as to the renewal of
      this
      Agreement or the grant of a new license except as provided herein.





24.02.          Consultation
      with Counsel.





Licensee
      hereby represents that
      Licensee has received a copy of this Agreement and has had an opportunity to
      consult with Licensee’s attorney with respect thereto at least 10 days prior to
      Licensee’s execution hereof.  Licensee further represents that
      Licensee has had this Agreement in hand for review at least five business days
      prior to Licensee’s execution hereof.





24.03.          Profitability.





No
      representation has been made by
      SONIC as to the future profitability of the Sonic Restaurant.





24.04.          Licensee’s
      Investigation.





Prior
      to the execution of this
      Agreement, Licensee has had ample opportunity to contact existing licensees
      of
      SONIC and to investigate all representations made by SONIC relating to the
      Sonic
      System.  The Licensee has conducted an independent investigation of
      the business contemplated by this Agreement and recognizes that it involves
      substantial business risks making the success of the venture largely dependent
      on the business abilities of the Licensee.  SONIC disclaims and the
      Licensee has not received from SONIC or its Affiliates any express or implied
      warranty or guaranty from regarding the potential volume, profits or success
      of
      the business venture contemplated by this Agreement.  The Licensee has
      not relied on any express or implied warranty or guaranty from SONIC or its
      Affiliates regarding the potential volume, profits or success of the business
      venture contemplated by this Agreement.





24.05.         
      Contrary Representations.





The
      Licensee knows of no
      representations by SONIC or its Affiliates about the business contemplated
      by
      this Agreement which contradict the terms of this Agreement.  The
      Licensee has not relied on any representations from SONIC or its Affiliates
      about the business contemplated by this Agreement which contradict the terms
      of
      this Agreement or the disclosures set forth in the Franchise Offering Circular
      delivered to the Licensee in connection with the issuance of this
      Agreement.


48





24.06.          Variances
      to Other Licensees.





The
      Licensee understands that other
      developers and licensees may operate under different forms of agreements and,
      consequently, that SONIC’s rights and obligations with regard to its various
      licensees may differ materially in certain circumstances.





24.07.          Complete
      Agreement.





This
      agreement supersedes any and all
      other agreements or representations respecting the Sonic Restaurant and contains
      all the terms, conditions and obligations of the parties with respect to the
      grant of this Agreement.





25.   INPUT
      AND ADVICE FROM LICENSEES.





In
      connection with the implementation
      of or significant changes in the programs or policies referred to in Sections
      6.04, 6.05(c), 6.06, 8, and 11.01(f) of this Agreement, SONIC shall solicit
      input and advice from a group of licensees gathered together for such purpose
      (whether established ongoing for such purpose or gathered on an ad hoc basis
      from time-to-time).  SONIC further shall use its best efforts to
      ensure that such groups are balanced in terms of geographic base, size of
      operating group, and period of tenure within the Sonic
      system.  Notwithstanding the foregoing, this Section 25 shall not have
      any effect unless the license agreements in effect for at least one-third of
      all
      Sonic drive-in restaurants contain this provision or a substantially similar
      provision.





26.   INJUNCTIVE
      RELIEF.





The
      Licensee acknowledges that SONIC’s remedy at law for any breach of any of the
      Licensee’s covenants under this Agreement (other than involving only the payment
      of money) would not constitute an adequate remedy at law and, therefore, SONIC
      shall have the right to obtain temporary and permanent injunctive relief in
      any
      proceeding brought to enforce any of those provisions, without the necessity
      of
      proof of actual damages.  However, nothing in this Section 26 shall
      prevent SONIC from pursuing separately or concurrently one or more of any other
      remedies available at law, subject to the provisions of Section 14.04 of this
      Agreement.





27.   GENERAL
      RELEASE AND COVENANT NOT TO SUE.





The
      Licensee hereby releases Sonic Corp., its subsidiaries, and the officers,
      directors, employees and agents of Sonic Corp. and its subsidiaries from any
      and
      all claims and causes of action, known or unknown, which may exist in favor
      of
      the Licensee as of the date of this Agreement.  In addition, the
      Licensee covenants that the Licensee shall not file or pursue any legal action
      or complaint against any of the foregoing entities or Persons with regard to
      any
      of the foregoing claims or causes of action released pursuant to this Section
      27.  SONIC hereby releases the Licensee and its officers, directors,
      employees and agents from any and all claims and causes of action, known or
      unknown, which may exist in favor of SONIC as of the date of this Agreement,
      except for any claims for (a) unpaid moneys due SONIC or its Affiliates, (b)
      a
      material breach of the provisions of this Agreement regarding the Proprietary
      Marks, or (c) the violation of SONIC’s legal rights regarding the Proprietary
      Marks.  In addition, SONIC covenants that SONIC shall not file or
      pursue any legal action or complaint against any of the foregoing entities
      or
      Persons with regard to any of the claims or causes of action released by SONIC
      pursuant to this Section 27.


49





Executed
      on the dates set forth below,
      to have effect as of ______________, 200___.





*The
      original expiration date of the
      license agreement converted to this Number 5.5 License Agreement was
      ________________, ______.*





SONIC:                                                                                                  
      Sonic Industries LLC





By:
      _________________________________


(Vice)
      President


Date:
      _______________________,
      200__





Licensee:                                                                                              
      ____________________________________





Date:_______________________,
      200__





____________________________________




Date:_______________________,
      200__







49

















**Schedule
      I**








**Guaranty
      and Restriction Agreement**

























**GUARANTY
      AND RESTRICTION AGREEMENT**





The
      undersigned (jointly and severally
      or individually, the “Guarantor”), Sonic Industries LLC (“SONIC”), and (the “Licensee”) enter into this Guaranty and Restriction
      Agreement (this “Guaranty”) as of, 200__.





WITNESSETH:





Whereas,
      SONIC is entering into a
      license agreement (the “License Agreement”) dated the same date as this
      Agreement with the Licensee for the Sonic drive-in located at ,,(the
“Drive-in”);
      and





Whereas,
      as a condition to entering
      into the License Agreement, SONIC has asked the Guarantor to provide a personal
      guaranty of all obligations of the Licensee Agreement; and





Whereas,
      SONIC has also asked the
      Guarantor and the Licensee to agree to a restriction on the transfer of
      interests in the Licensee; and





Whereas
      SONIC, the Guarantor, and the
      Licensee are willing to enter into those agreements based upon the terms and
      conditions of this Agreement.





Now,
      therefore, in consideration of the
      mutual covenants set forth below and other good and valuable consideration,
      the
      receipt and sufficiency of which the parties hereby acknowledge, the parties
      agree as follows:





1.           Personal
      Guaranty of Payments.  The Guarantor hereby guarantees the prompt
      and full payment of all obligations under the License Agreement
      including:





(a)           all
      royalties due SONIC pursuant to the License Agreement,





(b)           all
      brand contribution fees to the Sonic Brand Fund pursuant to the License
      Agreement,





(c)           all
      contributions to approved advertising cooperatives pursuant to the License
      Agreement, and





(d)           any
      other obligations owing to SONIC or its Affiliates (as defined in the License
      Agreement) relating to the Drive-in, including any sign lease
      agreement.





2.           Nature
      of Guaranty.  This guaranty shall constitute an absolute,
      unconditional, irrevocable, and continuing guaranty.  SONIC shall not
      have any obligation to take any action against any other person or entity for
      collection of any payments prior to making any demand for payment or bringing
      any action against the Guarantor.








3.           Permitted
      Actions.  From time to time, SONIC shall have the right to take,
      permit, or suffer to occur any “Permitted Action,” as defined below, without
      modifying, reducing, waiving, releasing, impairing or otherwise affecting the
      obligations of the Guarantor under this Agreement, without giving notice to
      the
      Guarantor or obtaining the Guarantor’s consent, without the necessity of any
      reservations of rights against the Guarantor, and without liability on the
      part
      of SONIC.  As used in this Section 3, the phrase “Permitted Action”
shall mean (a) an agreed extension of time for payment of any sum due under
      the
      License Agreement, (b) an agreed change in the manner or place of payment of
      any
      sums due under the License Agreement, (c) any waiver by SONIC of any defaults
      under the provisions of the License Agreement, (d) any delay or failure by
      SONIC
      to exercise any right or remedy SONIC may have under the License Agreement,
      (e)
      the granting by SONIC of any leniencies, waivers, extensions, and indulgences
      under the License Agreement, and (f) any agreed amendments to the License
      Agreement.





4.           Waiver
      of Notice of Acceptance.  The Guarantor acknowledges and waives
      notice of SONIC’s acceptance of the Guarantor’s guaranty pursuant to the terms
      of this Agreement.





5.           Restrictions
      on Transfer.  The Licensee shall not issue any additional shares
      of capital stock without the prior, written consent of SONIC.  The
      Guarantor shall not transfer, assign, or pledge any of its shares of capital
      stock in the Licensee to any person without the prior, written consent of
      SONIC.





6.           Disputes.  Any
      dispute between the parties concerning this Agreement will be resolved in
      accordance with the mediation and arbitration provisions contained in the
      License Agreement.





7.           Attorneys’
      Fees, Costs and Expenses.  In any action brought by SONIC to
      enforce the obligations of the Guarantor, SONIC shall also have the right to
      collect its reasonable attorneys’ fees, court costs, and expenses incurred in
      the action.





8.           Headings.  The
      headings used in this Agreement appear strictly for the parties’ convenience in
      identifying the provisions of this Agreement and shall not affect the
      construction or interpretation of the provisions of this Agreement.





9.           Binding
      Effect.  This Agreement binds and inures to the benefit of the
      parties and their respective successors, legal representatives, heirs, and
      permitted assigns.





10.         Waiver.  The
      failure of a party to insist in any one or more instances on the performance
      of
      any term or condition of this Agreement shall not operate as a waiver of any
      future performance of that term or condition.





11.         Governing
      Law.  Notwithstanding the place where the parties execute this
      Agreement, the internal laws of Oklahoma shall govern the construction of the
      terms and the application of the provisions of this Agreement.




12.         Amendments.  No
      amendments to this Agreement shall become effective or binding on the parties,
      unless agreed to in writing by all of the parties to be bound by the
      amendment.








13.           Time.  Time
      constitutes an essential part of each and every part of this
      Agreement.





14.           Notice.  Except
      as otherwise provided in this Agreement, when this Agreement makes provision
      for
      notice or concurrence of any kind, the sending party shall deliver or address
      the notice to the other party by certified mail, telecopy, or
      nationally-recognized overnight delivery service to the addresses shown on
      exhibit “A” to this Agreement.





All
      notices pursuant to the provisions
      of this Agreement shall run from the date that the other party receives the
      notice or three business days after the party places the notice in the United
      States mail.  Each party may change the party’s address by giving
      written notice to the other parties.





15.           Release
      and Covenant Not To Sue.  The Guarantor and the Licensee, and each
      of them, hereby release all claims and causes of action which the Guarantor
      or
      the Licensee, or both of them, may have against Sonic Corp., its subsidiaries,
      and the stockholders, directors, officers, employees, and agents of Sonic Corp.
      and its subsidiaries.  The Guarantor and the Licensee, and each of
      them, further covenant not to sue any of the foregoing persons or entities
      on
      account of any of the foregoing claims or causes of action.





Executed
      and delivered as of the day and year first set forth above.





SONIC:                                                                                                                 
      Sonic Industries LLC





By:
      _________________________________


(Vice) President








Guarantor:                                                                                                             
      ____________________________________








____________________________________








Licensee:


By:
      ________________________________


Its:





**This
      Guaranty and Restriction Agreement signature page is for the
      following:**


**Sonic
      Drive-In # _______**





**EXHIBIT
      “A”**





Notice
      addresses are as follows:








SONIC:                                                                                  300
      Johnny Bench Drive


Oklahoma
      City, OK 73104


Attention:  General
      Counsel


(405)
      225-5973 Fax





Guarantors:








(___)
      ___-____ Fax














(___)
      ___-____ Fax








Licensee:




(___)
      ___-____Fax