**SONIC
      INDUSTRIES LLC**





**NUMBER
      7 NON-TRADITIONAL LICENSE AGREEMENT**




















**BY
      AND BETWEEN**





**SONIC
      INDUSTRIES LLC, Licensor, and**








**,
      Licensee**








**Non-Traditional
      Sonic Location**











**,**
































**Effective
      as of  , .**




















**CIF
      No.**











**NUMBER
      7 NON-TRADITIONAL LICENSE AGREEMENT**


(CIF
      ____)





SONIC
      INDUSTRIES LLC (“Sonic”) and the
      individuals listed below (jointly and severally, the “Licensee”) enter into this
      Number 7 Non-Traditional License Agreement (the “Agreement”) as of the _____ day
      of _________, 200__.





(“Principal”)

















RECITALS





Sonic
      is the developer and owner of the
      right to license the distinctive and proprietary food service system under
      which
      food and beverages are sold to the public from drive-in restaurants and other
      facilities 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, 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. 
The
      Proprietary Marks as
      defined in Section 1.09.





F. 
Such
      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 or non-traditional Sonic
      restaurant.





G.  Such
      proprietary payment
      and other business methods, including (without limitation) the pay-at-your-stall
      payment system (“PAYS”), which have been and may from time to time be developed
      for use in the Sonic System.





Licensee
      wishes to obtain a license
      from Sonic to operate a non-traditional Sonic 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 Non-Traditional Sonic 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           Facility.





The
      word “Facility” shall mean the
      building or structure in which a non-traditional Sonic restaurant may operate,
      including (without limitation) military bases and other governmental facilities;
      universities and schools; airports and other transportation facilities;
      stadiums, arenas and other sports and entertainment venues; amusement and theme
      parks; cafeterias and food courts in shopping centers, shopping malls, office
      buildings, hospitals and industrial facilities; museums, zoos and other public
      facilities, and highway travel plazas, convenience stores, and gasoline filling
      stations.





1.05.                      Gross
      Sales.





The
      phrase “Gross Sales” shall mean all
      revenues from all business conducted upon or from the Non-Traditional Sonic,
      whether evidenced by check, cash, credit, charge account, debit card,
      stored-value card, 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


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(excluding
      restaurant equipment), and for services performed from or at the Non-Traditional
      Sonic, whether the Licensee fills the orders from the Non-Traditional Sonic
      or
      elsewhere.  Each charge or sale via credit, debit card, stored-value
      card, or other payment means 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) 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; (d) amounts not received for menu
      items because of discounts or coupons, if properly documented; and (e) amounts
      received from the sale of Sonic-approved stored-value cards.  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.





1.06.                      License.





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





1.07.                      Non-Traditional
      Sonic.





The
      phrase “non-traditional Sonic
      restaurant” shall mean any location licensed to use the Sonic System other than
      a free-standing building with canopies devoted, in whole or in part, to the
      operation of a Sonic drive-in restaurant and accessible to the general public
      by
      automobile from public thoroughfares.  The phrase “Non-Traditional
      Sonic” shall mean the non-traditional Sonic restaurant licensed by this
      Agreement.





1.08.                      Person.





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





1.09.                      Proprietary
      Marks.





The
      phrase “Proprietary Marks” shall
      mean the distinctive and characteristic trade names, trademarks, service marks,
      logotypes and trade dress which Sonic designates in the *Sonic Operations
      Manual* or otherwise in writing or through usage from time to time as
      prescribed for use with the Sonic System and as may from time to time be
      developed, including (without limitation) the terms “Sonic,” “America’s
      Drive-In,” “Route 44,” “Wacky Pack,” “Fountain Favorites,” “Frozen Favorites,”
“It’s Sonic Good,” “SuperSonic,” “Your Morning Drink Stop!,” “Ultimate Drink
      Stop,” and “My Sonic;” signs; emblems; menu housings and/or table ordering
      stations; 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





1.10.                      Sonic
      System.





The
      phrase “Sonic System” shall mean
      the Proprietary Marks, proprietary and confidential information, methods,
      specifications, and trade secrets 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, and sales and marketing
      programs; (f) methods of business operations and management; (g) knowledge
      and
      experience regarding the operation and franchising of Sonic drive-in restaurants
      and non-traditional Sonic restaurants; (h) payment methods, including (without
      limitation) PAYS; and (i) such further elements as set forth in the
      Recitals.





2.  LICENSE
      GRANT.





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





2.01.                      (a)           To
      adopt and use the Sonic System at the Non-Traditional Sonic located within
      the
      located at    (the “Facility”).





(b)           To
      have the exclusive rights to adopt and use the Sonic System for a
      non-traditional Sonic restaurant to be constructed within a Facility 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.                      Sonic
      shall not own or operate a non-traditional Sonic restaurant and shall not
      franchise any other Person to own or operate a non-traditional Sonic restaurant
      within the Facility identified in Section 2.01.








2.03.                      To
      advertise to the public as a licensee of Sonic.





2.04.                      To
      adopt and use, but only in connection with the sale from the Non-Traditional
      Sonic of those food and beverage products which have been designated in the
      Sonic menu as specified in an attachment to this Agreement or in any future
      operations manual designed for non-traditional Sonic restaurants, the
      Proprietary Marks which Sonic shall designate from time to time to be part
      of
      the Sonic System.





2.05.                      Site
      Selection.





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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 Non-Traditional Sonic 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.  In such case, Sonic will immediately refund to
      Licensee the license fee less one-third of the license fee, which shall be
      fully
      earned by Sonic upon execution and delivery of this Agreement.





2.06.                      Relocation.





If
      the Licensee relocates the
      Non-Traditional Sonic 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 Non-Traditional Sonic 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
      Non-Traditional Sonic accordingly.





2.07.                      Rights
      Reserved to Sonic.





Except
      as expressly limited by this
      Agreement, Sonic retains all rights with respect to the Sonic System, the
      Proprietary Marks, the sale of similar or dissimilar products and services,
      and
      any other activities Sonic deems appropriate whenever and wherever it
      desires.  Specifically, but without limitation, Sonic reserves the
      following rights:





(a)  The
      right
      to establish and operate, and to grant to others the right to establish and
      operate, similar businesses or any other businesses offering similar or
      dissimilar products and services through similar or dissimilar channels of
      distribution, at any locations inside or outside the Facility identified in
      Section 2.01 under trademarks or service marks other than the Proprietary Marks
      and on any terms and conditions Sonic deems appropriate;





(b)  The
      right
      to provide, offer, and sell, and to grant others the right to provide, offer,
      and sell, goods and services that are identical or similar to and/or competitive
      with those provided at the Non-Traditional Sonic, whether identified by the
      Proprietary Marks or other trademarks or service marks, through dissimilar
      distribution channels (including, without limitation, the Internet or similar
      electronic media) both inside and outside the Facility identified in Section
      2.01 and on any terms and conditions Sonic deems appropriate;





(c)  The
      right
      to establish and operate, and to grant to others the right to establish and
      operate, businesses offering dissimilar products and services, both inside
      and
      outside the Facility identified in Section 2.01, under the Proprietary Marks
      and
      on any terms and conditions Sonic deems appropriate;





(d)  The
      right
      to operate, and to grant others the right to operate, Sonic drive-in restaurants
      or non-traditional Sonic restaurants anywhere outside the Facility identified
      in
      Section 2.01 under any terms and conditions Sonic deems appropriate regardless
      of the proximity to the Non-Traditional Sonic;


5





(e)  The
      right
      to be acquired (whether through acquisition of assets, ownership interests,
      or
      otherwise, regardless of the form of transaction) by a business providing
      products and services similar to those provided at the Non-Traditional Sonic,
      or
      by another business, even if such business operates, franchises, and/or licenses
      competitive businesses in the Facility identified in Section 2.01.





3.  TERM.





3.01.                      Initial
      Term.





Unless
      sooner terminated as hereafter
      provided, the term of this Agreement, including the License, shall end ___
      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 Non-Traditional Sonic 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
      Non-Traditional Sonic, (ii) preparation of the Non-Traditional Sonic for
      commencement of operations, and (iii) training as required by Section 6.04
      of
      this Agreement.





3.03.                      Option.





At
      the end of the initial term, if
      Licensee desires, Licensee may renew the rights granted under this Agreement,
      including the License to adopt and use the Sonic System at the Non-Traditional
      Sonic, for one additional ______-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
      up to _____ years and shall contain the then-current royalty rate and the
      then-current advertising and brand expenditure requirements for non-traditional
      Sonic restaurants; provided, however, that in lieu of an initial license fee,
      a
      renewal fee shall be paid to Sonic in the amount of 20% of the then-current
      initial license fee for a non-traditional license agreement.


6





(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 non-traditional
      Sonic restaurants on the renewal date.





(f)           Licensee
      executes a general release, 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.





(g)           The
      Principal and/or manager at Licensee’s 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 SONIC.





Sonic
      agrees to regularly advise and
      consult with Licensee in connection with the operation of the Non-Traditional
      Sonic and to provide the following to Licensee:





4.01.                      Site
      Selection Services.





Sonic
      shall provide the Licensee with
      Sonic’s experience in the selection of Sonic restaurant sites through the use of
      the forms, criteria, and materials that Sonic makes available to new licensees
      from time to time, as well as the benefit of its review and evaluation of any
      proposed sites selected by the Licensee.





4.02.                      Plans
      and Specifications.





If
      and when developed, Sonic shall
      provide the Licensee with its standard construction plans, specifications,
      and
      layouts for the structure, equipment, décor, and signs for a non-traditional
      Sonic restaurant which Sonic makes available to new licensees from time to
      time.
      Sonic shall review the Licensee’s site plan and final construction plans and
      specifications for conformity to Sonic’s then-current construction standards and
      specifications, if any.





4.03.                      Operations
      Manual.





The
*Sonic
      Operations Manual*
      containing the standards, specifications, procedures, and methods for operating
      a traditional Sonic drive-in restaurant, one copy to which Licensee will be
      given access for the term of this Agreement.  If and when Sonic
      develops a separate operations manual for non-traditional Sonic restaurants,
      Sonic will give Licensee access to the manual for the term of this
      Agreement.


7





4.04.                      Training.





Sonic
      shall provide the Licensee with
      initial training in the standards, methods, procedures, and techniques of
      operating a non-traditional Sonic restaurant.  Sonic shall provide
      that training to the Licensee (if the Licensee is an individual) or to one
      principal of the Licensee selected by Sonic (if the Licensee is a corporation,
      partnership, limited liability company, other entity, or group of
      individuals).  Sonic shall provide that training at the times and
      places designated by Sonic from time to time for its training
      program.





4.05.                      Marketing
      Assistance.





Sonic
      shall provide the Licensee with
      marketing materials and 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 non-traditional Sonic restaurant.





4.06.                      Communication.





Sonic
      shall provide the Licensee with
      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.





4.07.                      Evaluation
      Program.





Sonic
      will conduct periodic field
      evaluations of the Non-Traditional Sonic for the mutual benefit of both Sonic
      and Licensee to promote uniform standards of operation and quality
      control.





4.08.                      Advice.





Sonic
      shall provide the Licensee with
      periodic individual or group advice, consultation, and assistance by personal
      visit, by telephone, or by newsletters or bulletins that Sonic makes available
      to new licensees from time to time.





4.09.                      Written
      Materials.





Sonic
      shall provide the Licensee with
      bulletins, brochures, and reports that Sonic publishes from time to time
      regarding its plans, policies, research, developments, and
      activities.





4.10.                      Other.





Sonic
      shall provide the Licensee with
      other resources and assistance that Sonic may develop and make available to
      its
      new licensees from time to time.





5.  FEES.





8


5.01.                      License
      Fee.





The
      Licensee acknowledges
      that:  (a) the initial grant of the License constitutes the sole
      consideration for the payment of a license fee of $________ paid by the Licensee
      to Sonic concurrently with the execution hereof; and (b) the fee has been earned
      by Sonic (except where the construction of the Non-Traditional Sonic has not
      been completed within one year from the date of this Agreement as discussed
      in
      Section 6.02(a) and except as provided hereafter in this Section
      5.01).  Sonic reserves the right, in case construction of the
      Non-Traditional Sonic should be abandoned, the lease assigned for a purpose
      other than the operation of the Non-Traditional Sonic, or other interest in
      the
      premises be relinquished for a purpose other than the operation of the
      Non-Traditional Sonic, to terminate this Agreement, including the License,
      upon
      written notice, after which Sonic will immediately refund to Licensee the
      license fee less one-third of the license fee, which shall be fully earned
      by
      Sonic upon execution and delivery of this Agreement.  Licensee shall
      have the right, if Licensee does not consummate a lease or purchase a site
      for
      the Non-Traditional Sonic within one year from the date of this Agreement,
      to
      terminate this Agreement, including the License, upon written notice, after
      which Sonic will immediately refund to Licensee the license fee less one-third
      of the license fee, which shall be fully earned by Sonic upon execution and
      delivery of this Agreement.





5.02.                      Royalty
      Fees.





On
      or before the 10th day of each
      calendar month, the Licensee shall pay a royalty fee determined by the following
      scale based on Gross Sales for the calendar month preceding the date of such
      payment:





Monthly
                Gross Sales
            But
                Not
            RoyaltyGreater
                Than
            More
                Than
            Rate$         0.00
            $  5,000.00
            2.00%$  5,000.00
            $10,000.00
            3.00%$10,000.00
            $15,000.00
            3.50%$15,000.00
            $20,000.00
            4.00%$20,000.00
            $25,000.00
            4.50%$25,000.00
            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 .02) + ($5,000 x .03) + ($5,000 x .035) + ($5,000 x .04) +
      ($5,000 x .045) + ($25,000 x .05).





The
      payment of royalty fees, as well as the payment of any other obligations
      incurred under the terms of this Agreement, shall be made via automated clearing
      house (ACH) or other electronic means approved by Sonic.





5.03.                      Brand
      Fee.


9





(a)           On
      or before the 10th day of each calendar month throughout the term of this
      Agreement, Licensee shall pay to the Sonic Brand Fund, which is administered
      by
      Sonic, a brand  contribution fee in an amount equal to .90% of the
      Gross Sales of the Non-Traditional Sonic during the calendar month next
      preceding the date of such payment.





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





5.04.                      Transfer
      Fee.





(a)           A
      transfer fee in the amount of $1,000 shall be paid by Licensee in the event
      of a
      transfer or assignment of this Agreement (resulting in a change in Control
      of
      the Agreement) to a licensee then-currently qualified as a licensee, excluding
      assignments under Sections 13.02 and 13.03.





(b)           A
      transfer fee in the amount of $3,000 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 Sections 13.02 and 13.03.





5.05.                      Late
      Payments.





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 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 three
      or more times during any 12-month period, in addition to all other rights of
      Sonic contained in this Agreement or otherwise, (a) Sonic may require the
      Licensee to submit a statement of Gross Sales in the form prescribed by Sonic
      and at a frequency prescribed by Sonic, such as weekly; and (b) Sonic may
      require the Licensee to pay obligations incurred under the terms of this
      Agreement more frequently than once a month, such as weekly.  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.  Sonic’s acceptance of any partial or late
      payment does not affect Sonic’s right to terminate this Agreement pursuant to
      the terms of this Agreement.  Further, Licensee acknowledges that this
      Section 5.05 is not an agreement to accept any partial payments or payments
      after they are due or Sonic’s commitment to extend credit to, or otherwise
      finance the operation of, the Non-Traditional Sonic.





5.06.                      Taxes.





(a)           Licensee
      shall pay when due all taxes levied or assessed on Licensee and the
      Non-Traditional Sonic including, without limitation, unemployment, sales, or
      gross receipts taxes, and all accounts or other indebtedness of any kind
      incurred by Licensee in conducting the business of the Non-Traditional
      Sonic.


10





(b)           In
      the time and manner prescribed by Sonic, Licensee shall also pay an amount
      equal
      to any sales tax or gross receipts tax, but not including any net income tax
      upon Sonic, imposed on Sonic or its Affiliates with respect to any payments
      from
      Licensee to Sonic required under this Agreement, unless the tax is credited
      against a net income tax otherwise payable by Sonic.








(c)





(i)           In
      the event of a dispute with a taxing authority as to (a) Licensee’s liability
      for taxes or (b) Sonic’s or its Affiliate’s liability for any taxes upon which
      Licensee is required under this Section 5.06 to make payment to Sonic, Licensee
      may contest the validity or the amount of the tax or indebtedness in accordance
      with the law and regulations of the taxing authority.  Sonic shall
      provide Licensee with all information, cooperation, and assistance that Licensee
      may reasonably request in connection with any dispute as to Licensee’s, Sonic’s,
      or Sonic’s Affiliate’s liability for taxes.  Licensee shall not permit
      a tax sale, seizure, levy, or similar writ or warrant by a creditor to occur
      against the Non-Traditional Sonic or any of its assets.





(ii)           In
      the event a state taxing authority makes a refund to Sonic or its Affiliate
      of
      taxes paid for which Sonic previously received payment from Licensee under
      this
      Section 5.06, Sonic shall pay to Licensee the amount of the taxes refunded
      by
      the state taxing authority to Sonic or its Affiliate which equals the amount
      Licensee previously paid to Sonic under this Section 5.06.





(d)           All
      notices received by Licensee from a state taxing authority regarding the
      alleged, potential, or actual tax liability of Sonic or its Affiliates shall
      be
      given to Sonic within 15 calendar days of receipt by Licensee.  Sonic
      and Licensee agree to consult in good faith to determine the nature of any
      action to be taken in connection with the notice or any demands contained
      therein.





6.  DUTIES
      OF LICENSEE.





6.01.                      Non-Traditional
      Sonic Site.





(a)           The
      Licensee shall submit for evaluation by Sonic the information Sonic reasonably
      may require from time to time to evaluate a proposed site for the
      Non-Traditional Sonic.  Sonic shall review the submitted information,
      shall conduct any investigation of the proposed site Sonic deems necessary
      or
      appropriate to evaluate the site, and shall accept or reject the
      site.  Sonic shall have the right to request any supplemental
      information it reasonably deems necessary or appropriate to evaluate the
      proposed site.





(b)           Within
      30 days after the Licensee’s submission of all initial and supplemental
      information requested by Sonic regarding the proposed site, Sonic shall give
      the
      Licensee written notice of its acceptance or rejection of the
      site.  If Sonic accepts the site, the written notice shall set forth
      any remaining conditions to that acceptance.  If Sonic rejects the
      site, the written notice shall set forth the primary reasons for the
      rejection.  If Sonic does not give the


11
 Licensee
        written notice of its rejection of the site within 30 days after the Licensee’s
        submission of all initial and supplemental information requested by Sonic
        regarding the site, the Licensee may deem Sonic as having approved the
        site.  The Licensee acknowledges that no officer, employee, or agent
        of Sonic has any authority to approve any proposed site except in writing
        and in
        accordance with the provisions of this Section 6.  Any other
        representations, written or oral, shall have no effect.





(c)           The
      Licensee shall have sole responsibility for determining the location of the
      Non-Traditional Sonic and all aspects of the site selection, negotiation, and
      development process, including (without limitation) the investigation and
      compliance with all applicable zoning, licensing, leasing, and other
      requirements.  Neither Sonic nor any of its Affiliates shall have any
      responsibility, obligation, or liability in connection with Sonic’s efforts,
      assistance, and/or advice in the selection and securing of a location for the
      Licensee’s use, nor shall Sonic have any liability for any consequences of the
      Licensee’s choice of a site or any aspect of the site selection, negotiation,
      and development process.  THE LICENSEE
      ACKNOWLEDGES
      THAT SONIC’S APPROVAL OF A SITE DOES NOT CONSTITUTE ANY REPRESENTATION,
      WARRANTY, OR GUARANTY BY SONIC THAT THE SITE WILL CONSTITUTE A SUCCESSFUL
      LOCATION FOR THE NON-TRADITIONAL SONIC, AND THE LICENSEE WAIVES AND RELEASES
      SONIC AND ITS AFFILIATES FROM ANY CLAIMS IN THAT REGARD.  The
      Licensee confirms that, in the absence of its agreement as set forth above,
      Sonic would not become involved in any way in the site selection, negotiation,
      or development process.





(d)           In
      the event the Non-Traditional Sonic premises suffers some physical casualty,
      the
      minimum acceptable quality and appearance for the restored location will be
      that
      which existed just prior to the casualty, unless the Non-Traditional Sonic
      was
      below minimum acceptable standards for Sonic at the time of casualty, in which
      event the Non-Traditional Sonic 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 Non-Traditional Sonic reflect
      the then-current image, design, and specifications of non-traditional Sonic
      restaurants.  If the Non-Traditional Sonic 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 Non-Traditional Sonic premises which is similar
      in
      nature to or competitive with a Sonic drive-in restaurant or non-traditional
      Sonic restaurant or which is considered a quick-service restaurant
      establishment.





6.02.                      Construction
      and Opening.





(a)           Licensee
      agrees to complete the construction of the Non-Traditional Sonic and open the
      Non-Traditional Sonic to the public within one year from the effective date
      of
      this Agreement.  If the Non-Traditional Sonic is not constructed and opened
      to the public before the expiration of the one-year  period, then
      Sonic may terminate this Agreement, making it of no further force or effect.
      In
      such case, Sonic will immediately refund to Licensee the license fee less
      one-third of the license fee, which shall be fully earned by Sonic upon
      execution and delivery of this Agreement.  Unless Licensee is
      remodeling an existing location, Licensee shall construct the Non-Traditional
      Sonic


12




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”), if any, 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, if any, for any reason, such
      alterations must be approved by Sonic in writing before any work is begun on
      the
      Non-Traditional Sonic.  The Licensee shall submit the final site
      layout and construction plans for the Non-Traditional Sonic 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.  Prior to opening, Licensee shall submit to Sonic, at no
      cost to Sonic, a record set of drawings showing all approved changes to the
      plans and specifications.





(b)           If
      Licensee is remodeling an existing location, 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 Non-Traditional Sonic 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 Non-Traditional Sonic 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 Non-Traditional Sonic, and Licensee hereby consents to any such
      injunction.





(d)           Sonic
      may require the Licensee to undertake extensive remodeling and renovation and
      substantial modifications to its existing improvements 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
      Non-Traditional Sonic more than once every five years or (2) the remodeling
      of
      the Non-Traditional Sonic built within the preceding three years, unless the
      required remodeling will not exceed 15% of the original cost of the improvements
      and equipment (as adjusted for increases in the consumer price index after
      the
      construction date of the Non-Traditional Sonic).  If Sonic exercises
      its right to require the Licensee to undertake extensive remodeling or
      renovation or substantial modification within two 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 of
      the
      then-current term of this Agreement.





6.03.                      Equipment
      and Signage.


13





(a)           Licensee
      shall install in and about the Non-Traditional Sonic such equipment, fixtures,
      furnishings, and other personal property, and shall upgrade or purchase
      additional 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 writing.  Equipment not required by Sonic shall not be
      installed without Sonic’s prior written consent, except that Licensee may,
      without Sonic’s prior written consent, install security-related equipment that
      does not interfere with the operation or trade dress of the Non-Traditional
      Sonic.





(b)           In
      order to provide maximum exposure of the Sonic name and marks, Licensee shall
      prominently display and maintain at Licensee’s own expense signage 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 Non-Traditional Sonic without Sonic’s prior written
      approval.





(c)           Licensee
      may lease the required signage from Sonic or may acquire or lease the signage
      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 signage from the Non-Traditional Sonic upon termination of this
      Agreement.





(d)           Licensee
      hereby agrees that it shall obtain from the landlord of the property at which
      the Non-Traditional Sonic is located a landlord’s waiver releasing all claims
      against any equipment or sign which belongs to Sonic and all claims to fixtures
      and furnishings that constitute Proprietary Marks of Sonic.





(e)           If
      Licensee is or becomes a lessee of the Non-Traditional Sonic premises, Licensee
      shall provide Sonic with a true and correct, complete copy of any such lease
      and
      obtain Sonic’s written approval of the lease terms prior to executing the
      lease.  Licensee shall have included in the lease provisions, in form
      satisfactory to Sonic, expressly permitting both the Licensee and Sonic to
      take
      all actions and make all alterations referred to under Section
      15.01.  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 Non-Traditional Sonic who has completed
      the
      Stage Career Development Program or other Sonic-designated training
      program.  If the trained individual ceases to work full time at the
      Non-Traditional Sonic for whatever reason, the Licensee shall promptly replace
      the individual with a person who has completed the Stage Career Development
      Program or other Sonic-designated training program.  Licensee agrees
      that each individual who participates in the Stage Career Development Program
      or
      other Sonic-designated training program for the Non-Traditional Sonic will,
      at
      the request of Sonic, sign a confidentiality agreement in a form prescribed
      by
      Sonic agreeing to maintain as confidential certain information learned and
      received during the program.


14





(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 license fee paid pursuant to Section
      5.01 herein, Licensee shall have the right to have one principal and one manager
      of the Non-Traditional Sonic attend the Stage Career Development Program or
      other Sonic-designated training program for no cost other than those set out
      in
      the preceding sentence.  Any additional parties attending the Stage
      Career Development Program or other Sonic-designated training program shall
      bear
      the cost, including any fees and tuition due for such training
      program.





(c)           Upon
      opening the Non-Traditional Sonic, all management personnel shall be certified
      in ServSafe or in another comparable, nationally recognized food safety training
      and certification program approved by Sonic, the cost of which shall be borne
      by
      Licensee.  Management personnel subsequently employed by Licensee at
      the Non-Traditional Sonic shall have 120 days from the beginning date of such
      employment to successfully complete such training.  Licensee shall pay
      all traveling expenses, living expenses, and any other personal expenses for
      such persons while participating in the training.  Management
      personnel includes any person who has shift responsibility or employee oversight
      at the Non-Traditional Sonic and also includes the operating principal of the
      Non-Traditional Sonic.





6.05.                      Compliance
      with Entire System.





(a)           Licensee
      acknowledges that every component of the Sonic System is important to Sonic
      and
      to the operation of the Non-Traditional Sonic as a non-traditional Sonic
      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 Non-Traditional Sonic at all reasonable
      times to ensure that Licensee’s operation thereof is in compliance with the
      standards and policies of the Sonic System.  This right to inspect
      includes the right of Sonic or a third party on behalf of Sonic to conduct
      food
      safety audits and operational assessments.  In the event that any
      inspection, including a food safety audit or an operational assessment, reveals
      any deficiency or unsatisfactory condition with respect to any aspect of the
      Non-Traditional Sonic 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 (but no obligation), 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.


15





(c)           Licensee
      shall comply with the entire Sonic System as described herein and in the
*Sonic Operations Manual*for a traditional Sonic drive-in restaurant,
      except to the extent that Licensee cannot comply as a practical matter because
      of the physical layout or structure of the Non-Traditional
      Sonic.  That compliance shall include (without limitation) the
      following:





(i)           Operate
      the Non-Traditional Sonic in a clean, wholesome manner in compliance with
      standards of quality, food safety, service, cleanliness, and appearance as
      prescribed by governmental authorities and by Sonic; 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, payment systems, and equipment, and
      office equipment and signs in accordance with the equipment specifications
      and
      layout designated by Sonic.





(iii)           Without
      the prior written consent of Sonic, make no (a) building design conversion
      or (b) alterations, conversions, or additions to the location.





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





(v)           Operate
      the Non-Traditional Sonic everyday of the year (except Easter, Thanksgiving,
      and
      Christmas), and at least 15 hours per day or such other hours, including
      specific opening and closing times, as may from time to time be reasonably
      prescribed by Sonic (except when the Non-Traditional Sonic 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
      Non-Traditional Sonic at its maximum capacity and efficiency.





(vi)           Cause
      all employees of Licensee, while working in the Non-Traditional Sonic, 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 Non-Traditional Sonic
      customers.





(vii)           Serve
      all menu items which Sonic may deem appropriate and which are included in the
      menu approved by Sonic at the time to take full advantage of the potential
      market and achieve standardization in the Sonic System; serve no items which
      are
      not set forth in the *Sonic Operations Manual* and which are not
      otherwise authorized and approved in writing by Sonic; and display and offer
      only the menu approved by Sonic at the time.


16





(viii)                      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,
      manufacturers, and brands 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.





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





(x)           At
      Licensee’s expense, comply with all federal, state, and local laws, ordinances,
      and regulations affecting the operation of the Non-Traditional Sonic, including
      all laws, ordinances, or regulations relating to terrorist
      activities.





(xi)           Install
      no electronic games or other games of chance at the Non-Traditional Sonic
      without the express prior written consent of Sonic.





(xii)           Furnish
      Sonic with current home addresses and phone numbers of Licensee and Licensee’s
      owners and manager; furnish Sonic with current information regarding the legal
      and equity ownership and Control of the operation of the Non-Traditional Sonic;
      and, upon Sonic’s reasonable request, provide updates of financial information,
      personal financial statements, and credit information.





(xiii)         Notify
      Sonic’s Communications Department 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 Non-Traditional Sonic of any event which
      could
      have an adverse impact on the Non-Traditional Sonic 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.





(xiv)         Only
      provide a Sonic-approved toy premium that is appropriate for the age of the
      child; make a Sonic-approved all-age toy premium available upon customer
      request; and, except in the case of an all-age toy premium provided as
      appropriate, only offer the Sonic-approved toy premium corresponding to the
      Sonic-designated promotion.





(xv)           Accept
      Sonic-designated debit and credit cards, Sonic-approved stored-value cards,
      and
      any other Sonic-designated payment means.


17





(xvi)          Participate
      in system-wide initiatives, including technology initiatives such as the
      PartnerNet technology initiative and other initiatives as may be designated
      by
      Sonic from time to time.





(xvii)         Deal
      with Persons supplying goods and services to the Non-Traditional Sonic in a
      respectful and responsive manner such that the reputation and goodwill of Sonic,
      its licensees, and the Sonic System are not tarnished in the business community
      or with consumers; ensure that all Persons that provide goods or services to
      the
      Non-Traditional Sonic during construction and operation are timely and fully
      paid for such goods and services, except only to the extent that any of the
      goods and services are non-conforming, damaged, defective, or missing; and,
      in
      the event that a dispute arises as to quality or quantity of goods or services
      furnished to the Non-Traditional Sonic, timely communicate with and respond
      to
      the supplier in a good faith effort to resolve the dispute.  Licensee
      cannot avoid the obligations contained in this Section 6.05(c)(xvii) by
      contracting for or obtaining the goods or services indirectly, such as through
      an intermediary.





(xviii)
      Except as to
      bottled water and paper products and except as allowed by any policy contained
      in the *Sonic Operations Manual*, do not sell or serve food and beverage
      products outside of the Non-Traditional Sonic premises and do not donate food
      and beverage products to a third party except upon the prior written consent
      of
      Sonic.





(xix)Do
      not sell Sonic
      coupons, and only sell Sonic-related merchandise on the Internet or by other
      means upon the prior written consent of Sonic.





(xx) Participate
      in Sonic-approved marketing, advertising, promotional, and brand enhancement
      programs.





(xxi)In
      the event Sonic
      sets a maximum price for any product, do not charge a price in excess of such
      maximum price for the product; however, Licensee may charge a price lower than
      the maximum price.





(xxii)Sell
      the
      Sonic-approved stored-value card or other Sonic-designated pre-paid payment
      means.





(xxiii)           Utilize
      at the Non-Traditional Sonic a Sonic-approved point-of-sale system that at
      all
      times has 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.





(d)           Sonic
      shall have the right to establish new or to modify existing operating
      procedures, policies, practices, requirements, and guidelines, which shall
      be
      effective upon notice from Sonic unless Sonic specifies
      otherwise.  Such new or modified operating procedures, policies,
      practices, requirements, and guidelines may require Licensee to incur additional
      expense.





6.06.                      Approved
      Suppliers and Advertising Agencies.


18


(a)           Sonic
      may require the Licensee (i) to purchase food, beverages, signs, and equipment
      which meet the specifications established by Sonic; (ii) to purchase such items
      only from Sonic-designated suppliers (which designated suppliers may include
      Sonic or its Affiliates); and (iii) to retain and utilize exclusively the
      marketing and advertising services of the 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 restaurant chain.


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




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




(d)           Sonic
      hereby explicitly retains the exclusive right to consider, review, and approve
      any and all suppliers that may hold, sell, or distribute Sonic-labeled goods
      or
      products.





(e)           Licensee
      agrees that its suppliers may provide to Sonic information regarding Licensee’s
      past due amounts.





(f)           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 or non-traditional Sonic
      restaurant and shall survive the expiration or termination of this
      Agreement.





(g)           If
      at least 95% of all Sonic drive-in restaurants and non-traditional Sonic
      restaurants are in compliance with Sections 6.06(a) and 6.06(b), Sonic
      periodically shall submit the approved advertising agency or beverage 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 Agreement by personally devoting his best efforts
      and, in case more than one individual has executed this Agreement as the
      Licensee, at least one individual Licensee shall devote his full time and best
      efforts to the operation of the Non-Traditional Sonic.  Licensee shall
      avoid any activities which, in Sonic’s sole judgment, would be detrimental to or
      interfere with the business of the Non-Traditional Sonic, the Sonic System,
      or
      Sonic.





6.08.                      Interference
      with Employment Relations of Others.


19





During
      the term of this Agreement,
      except upon the prior written consent of Sonic, Licensee shall not employ or
      seek to employ any person who is at the time or was at any time during the
      prior
      six months employed by Sonic or any of its subsidiaries.  In addition,
      during the term of this Agreement, except upon the prior written consent of
      Licensee, Sonic agrees not to employ or seek to employ any person who is at
      the
      time or was at any time during the prior six months employed by Licensee in
      a
      management level position.





6.09.                      Sonic’s
      Standards.





Licensee
      shall operate the
      Non-Traditional Sonic specified in this Agreement 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 Non-Traditional Sonic, and that
      Licensee shall maintain such interest during the term of this Agreement except
      only as otherwise permitted pursuant to the terms and conditions of this
      Agreement.  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.





6.11.                      Electronic
      Communication and Use of Internet.





(a)           At
      Sonic’s option, Sonic may post the *Sonic Operations Manual* (pursuant to
      Sonic’s obligation to provide Licensee with access to the *Sonic Operations
      Manual*, as set forth in Section 8) and other communications on a restricted
      Intranet or other website to which Licensee will have access.  If
      Sonic does so, Licensee must periodically monitor the site for any updates
      to
      the *Sonic Operations Manual* or other standards, specifications, and
      procedures.  Any passwords or other digital identification necessary
      to access the *Sonic Operations Manual* and other information on such a
      site will be deemed to be part of the Confidential Information (defined in
      Section 9.01).  Further, Licensee agrees that Licensee will establish
      the channels of communication with Sonic and Licensee’s customers as required by
      Sonic from time to time, including e-mail, Internet, and other electronic forms
      of communication, and that Licensee will acquire and maintain any computer
      or
      other components necessary for the transmission of such
      communications.





(b)           Licensee
      will not establish or operate a website for the Non-Traditional Sonic or for
      Licensee’s organization that owns and operates the Non-Traditional Sonic or
      other Sonic restaurants under license agreements with Sonic.


20





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.





(b)           Licensee
      shall use the Proprietary Marks only for the operation of the Non-Traditional
      Sonic.





(c)           During
      the term of this Agreement and any renewal hereof, Licensee shall identify
      itself as the owner of the Non-Traditional Sonic in conjunction with any use
      of
      the Proprietary Marks, including, but not limited to, invoices, order forms,
      receipts, and contracts, as well as at conspicuous locations on the premises
      of
      the Non-Traditional Sonic.  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 are 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.





(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.


21





7.03.                      Licensee’s
      Understanding.





Licensee
      expressly understands and
      acknowledges that:





(a)           As
      between the parties hereto, Sonic owns the 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.





(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 Section 2.01 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.





7.04.                      Other
      Intellectual Property.





If
      Licensee develops any trademark,
      service mark, trade dress, copyright, patent, or other intellectual property
      for
      use in promoting or operating the Non-Traditional Sonic or promoting the Sonic
      System, such intellectual


22




property
      will be deemed the property of Sonic or its Affiliate, at Sonic’s election,
      without charge or the payment of any royalty, and Licensee shall take action
      as
      necessary to convey such rights to Sonic.





8.  MANUAL.





Sonic
      shall provide Licensee access to,
      for use at the Non-Traditional Sonic, the *Sonic Operations Manual*
      prepared by Sonic for use by licensees of traditional Sonic drive-in
      restaurants.  Licensee recognizes that the *Sonic Operations Manual*
      contains detailed information relating to operation of Sonic restaurants
      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; (e) required equipment; and
      (f)
      other management and advertising 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, except to the extent Licensee cannot comply as a practical matter
      because of the physical layout or structure of the Non-Traditional
      Sonic.  Licensee shall return the manual to Sonic at the expiration or
      earlier termination of this Agreement.





9.  CONFIDENTIAL
      INFORMATION.





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, business information,
      trade secrets, sales and marketing programs and information, methods of business
      operations and management, and knowledge of and experience in the operation
      and
      franchising of Sonic 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 non-traditional Sonic 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. Licensee
      acknowledges that Confidential Information will be disclosed by Sonic through
      various means, including orally, in writing, and electronically, such as on
      a
      restricted Intranet or other website.





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
      Non-Traditional Sonic (and other Sonic drive-in restaurants and non-traditional
      Sonic 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:


23





(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 Agreement;





(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 Non-Traditional Sonic); 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 Non-Traditional Sonic
      and
      the use of nondisclosure and non-competition clauses in employment agreements
      with employees (including all owners, shareholders, members, officers, and
      partners of Licensee) who have access to the Confidential
      Information.





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 others having a need to know
      its
      contents for purposes of operating the Non-Traditional Sonic, or permit its
      removal from the Non-Traditional Sonic 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.





9.04.                      No
      Information to the Public.





Licensee
      acknowledges that Sonic’s
      parent company, Sonic Corp., is a public company, and that Sonic Corp. makes
      certain information regarding the performance of the Sonic System available
      to
      the public, including investors and financial analysts, in the normal course
      of
      business. Licensee further acknowledges that Licensee’s own disclosure of
      certain information to the public could interfere with the business of
      Sonic.  Licensee agrees that it will not provide to the public, or to
      any investor, financial analyst, or person that influences investments, any
      information that might indicate the performance of the Sonic System, the Sonic
      restaurant chain, or any aspect thereof, including sales information, except
      that Licensee may provide information to attorneys, accountants, financial
      planners, and other professionals as required in the course of Licensee’s
      personal business or the operation of the Non-Traditional Sonic.


24





10.  ACCOUNTING
      AND RECORDS.





10.01.                      Due
      Date.





On
      or before the 10th 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, or for such other time period as may be designated by
      Sonic.  Such profit and loss statements and other statistical and
      financial reports required by this Agreement shall be submitted by electronic
      means as specified by Sonic.





10.02.                      Record
      Retention.





Licensee
      shall keep and preserve full
      and complete records of the Non-Traditional Sonic 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
      Non-Traditional Sonic.  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
      Non-Traditional Sonic.





10.04.                      Annual
      Reports.


25





Licensee
      further agrees to submit,
      within 90 days following the close of each fiscal year of the Non-Traditional
      Sonic’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 or, pursuant to generally accepted
      audit methodologies, should have exceeded the amount reported by Licensee,
      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 or, pursuant to
      generally accepted audit methodologies, should have 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, 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
      Section 11.01.  Sonic shall have the right to bring an action in its
      own name to collect unpaid brand and advertising 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.





If
      Licensee fails to timely provide
      Sonic with complete profit and loss statements, accounts, books, records, and
      tax returns pertaining to the Non-Traditional Sonic business, or fails to fully
      cooperate with Sonic’s audit of the Non-Traditional Sonic business, Sonic shall
      have the right to estimate Licensee’s Gross Sales for the Non-Traditional Sonic
      using information available on the Non-Traditional Sonic or other Sonic drive-in
      restaurants and non-traditional Sonic 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


26




Licensee
      is required to give to Sonic under this Agreement.  Without regard to
      whether Licensee fails to timely provide records to Sonic or fails to fully
      cooperate with Sonic in the audit of the Non-Traditional Sonic, Sonic may make
      estimates during the audit process or for other purposes as allowed by generally
      accepted accounting principles or audit methodologies.





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 Non-Traditional
      Sonic.  Sonic shall not disclose specific financial information
      regarding the Licensee or the Non-Traditional Sonic 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.





10.09.                      Accounting
      Services.





In
      the event that Licensee is
      late three or more times during any 12-month period in paying any fee or
      obligation required by this Agreement, including the royalty fees set forth
      in
      Section 5.02 and the brand and advertising expenditures set forth in Sections
      5.03 and 11, Sonic shall have the right to require Licensee to use Sonic’s
      accounting services for the term of this Agreement and any renewal, for which
      cost Licensee shall reimburse Sonic.  This requirement is in addition
      to all other rights Sonic may have under the terms of this Agreement and
      otherwise.





10.10.  Application
      of
      Payments.





Despite
      any payment designation by
      Licensee, Sonic may apply any payments received from Licensee pursuant to this
      Agreement to the oldest debt or in accordance with any payment application
      process prescribed by Sonic.





11.  ADVERTISING
      AND BRAND EXPENDITURES.





11.01.                      Standard
      Programs.





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





(a)           In
      the event the Non-Traditional Sonic lies within a DMA for which a Sonic-approved
      advertising cooperative has been formed, Licensee (i) shall join such
      advertising cooperative or such other advertising cooperative as may be
      designated by Sonic; (ii) shall abide by, follow, support, and promote the
      financial accounting requirements established by Sonic from time to time for
      advertising cooperatives, including complying with the format of financial
      reporting required by Sonic, acknowledging Sonic’s right to audit the
      advertising cooperative, cooperating fully with Sonic in the event of any such
      audit, and using either the cooperative accounting services of


27




Sonic
      or another Sonic-approved accounting service; (iii) shall support the adoption
      of only those bylaws approved by Sonic for the advertising cooperative; and
      (iv)
      shall not purchase media outside of the advertising
      cooperative.  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 month and shall be of an amount not
      less
      than 3.25% of Licensee’s Gross Sales from the Non-Traditional Sonic during each
      partial or full calendar month.  If the DMA has, in Sonic’s sole
      discretion, been designated a “developing market,” Licensee shall instead
      contribute to the advertising cooperative not less than 5% of Licensee’s Gross
      Sales from the Non-Traditional Sonic during each partial or full calendar month;
      however, at any time Sonic may alternatively designate other uses for any
      portion of such developing market contribution if Sonic determines, in its
      sole
      discretion, that there is less need for advertising and a greater need for
      another use.





(b)           In
      the event there exists no Sonic-approved advertising cooperative in the DMA
      in
      which the Non-Traditional Sonic is located, Licensee shall promptly form an
      advertising cooperative for the DMA and further comply with the requirements
      set
      forth in Sections 11.01(a) and 11.01(c) and other provisions of this Agreement
      applicable to and related to advertising cooperatives.





(c)           Sonic
      or its designee shall maintain and administer a marketing fund for the Sonic
      System titled the System Marketing Fund (the “SMF”) as follows:





(i)           The
      SMF shall be administered by Sonic, and funds paid to the SMF shall be deposited
      in a separate bank account denoted as the System Marketing
      Fund.





(ii)           The
      advertising cooperative of which Licensee is a member shall pay to the SMF
      a sum
      equal to 2% of Licensee’s Gross Sales (or higher as may be prescribed by Sonic)
      from the contribution paid by Licensee to the advertising
      cooperative.





(iii)           Sonic
      shall direct all marketing programs with sole discretion over the creative
      concepts, materials, and media used in such programs.  The Licensee
      acknowledges that Sonic and its designees undertake no obligation in
      administering the SMF to make expenditures for Licensee which are equivalent
      or
      proportionate to Licensee’s contribution.





(iv)           The
      SMF is intended to complement local marketing efforts by promoting the message
      of the Sonic brand to an expanded audience.  The SMF and all earnings
      thereof shall be used primarily to purchase national broadcast, print,
      interactive, and other media, sponsorships, and brand enhancement
      opportunities.  The SMF and its earnings shall not inure to the
      benefit of Sonic.





(v)           The
      SMF is not an asset of Sonic, and an independent certified public accountant
      designated by Sonic shall review the operation of the SMF annually, and the
      report shall be made available to Licensee


28




upon
      request.  Notwithstanding the foregoing, the body approved and
      designated by the Sonic as the body to consult with regarding the Sonic’s
      maintenance and administration of the SMF (such as the Franchise Advisory
      Council Executive Committee or its successor) may designate the independent
      public accountant to conduct the required review of the operation of the SMF
      if
      requested in writing at least 30 but not more than 60 days prior to the end
      of
      each fiscal year.





(vi)           Although
      Sonic intends the SMF to be of perpetual duration, Sonic maintains the right
      to
      terminate the SMF.  The SMF shall not be terminated, however, until all
      monies in the SMF have been expended for marketing and promotional purposes
      as
      aforesaid.





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





(d)           For
      purposes of determining the amount which the Licensee is required to contribute
      pursuant to Sections 11.01(a) and 5.03, above, for each calendar month which
      is
      the subject of review, the parties hereto agree that the preceding calendar
      month shall be used in determining the Gross Sales of the Non-Traditional Sonic
      to determine the contributions or expenditures required
      hereunder.  For example, to determine the contributions or
      expenditures required for February, the parties hereto agree that they will
      look
      to the preceding January’s sales in order to determine the Gross Sales to
      determine the amount which must be contributed or expended by the Licensee
      under
      these Sections 11.01(a) and 5.03.  In the event the amounts required
      by Sections 11.01(a) and 5.03 are not paid in a timely fashion, Licensee shall
      pay Sonic in accordance with Section 10.05.





(e)           All
      advertising by Licensee in any medium which utilizes the Proprietary Marks
      or
      refers in any way to the Non-Traditional Sonic 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 unless the terms of
      Section 6.05(c)(xxi) apply), samples of all advertising and promotional plans
      and materials that Licensee desires to use that use the Proprietary Marks or
      refer to the Non-Traditional Sonic 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
      Sonic.  If said materials are not discontinued and/or removed within five
      days after notice, Sonic or its authorized agents, may, at any time, enter
      upon
      Licensee’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.


29





(f)           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 and distributed
      promotional materials.





(g)           Sonic
      or its designee shall maintain and administer a fund for the Sonic System titled
      the Sonic Brand Fund (the “SBF”) (formerly known as the Sonic Advertising Fund)
      as follows:





(i)           As
      provided in Section 5.03 hereof, Licensee shall pay a brand contribution fee
      to
      the SBF, which shall be deposited in a separate bank account denoted as the
      Sonic Brand Fund.





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





(iii)           The
      SBF and all earnings thereof shall be used exclusively to meet any and all
      costs
      of maintaining, administering, directing, and preparing advertising and other
      promotional programs (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 including, but not limited to, food
      safety programs, customer feedback programs, and Sonic Games.  All sums
      paid by licensees to the SBF shall be maintained in a separate account from
      the
      other funds of Sonic.  The SBF shall pay Sonic monthly an amount equal
      to 15% of the SBF’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 SBF
      for
      the licensees and the Sonic System, including without limitation, conducting
      market research, preparing marketing, advertising, and other materials, and
      collecting and accounting for assessments for the SBF.  The SBF and
      its earnings shall not inure to the benefit of Sonic.





(iv)           All
      materials produced by the SBF shall be made available to all licensees on a
      regular basis at less than full production cost but including the cost of
      distribution.  This Section 11.01(g)(iv) shall not preclude Sonic from
      offering other materials not produced by the SBF upon terms subject to the
      discretion of Sonic.  (See Section 11.01(f).)


30





(v)           The
      SBF is not an asset of Sonic, and an independent certified public accountant
      designated by Sonic shall review the operation of the SBF 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 SBF (such as the Franchise Advisory Council Executive
      Committee or its successor) may designate the independent public accountant
      to
      conduct the required review of the operation of the SBF, if requested in writing
      at least 30 but not more than 60 days prior to the end of each fiscal
      year.





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





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





(h)           Coupons
      created or developed by or for Licensee for use in promoting the Non-Traditional
      Sonic are subject to the provisions of Section
      11.01(e).  Additionally, such coupons shall conspicuously state (i)
      the location(s) where the coupons will be accepted and (ii) an expiration
      date.  Licensee shall use its best efforts to ensure that coupons
      created or developed for the Non-Traditional Sonic or its market are not
      distributed outside the area of the Non-Traditional Sonic or its
      market.





11.02.                      Publicity.





Sonic
      shall have the right to
      photograph the Non-Traditional Sonic’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 Non-Traditional Sonic, the Licensee shall acquire and thereafter maintain
      insurance from insurance companies acceptable to Sonic.  The Licensee
      shall determine the appropriate limits of liability insurance and shall also
      have the right to specify other forms of 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 Employers
      Trade Association (“TSETA”) or in the non-subscriber program for Sonic drive-in
      restaurants and non-traditional Sonic restaurants located in Texas


31




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.





(d)           The
      Licensee shall maintain excess (umbrella) liability insurance having a minimum
      limit of $1,000,000 per occurrence / general aggregate per
      location.





(e)           The
      Licensee shall maintain business income interruption insurance with an
      endorsement providing for reimbursement for a minimum of 12 months to Sonic,
      any
      Sonic-administered fund, and the advertising cooperative of which the Licensee
      is a member, as applicable, for payments due under Sections 5.02, 5.03, and
      11.01 stemming from an event causing closure of the Non-Traditional Sonic for
      48
      hours or more.





(f)           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 and loss payees under
      the insurance policies specified in Sections 12.01(b), 12.01(c), 12.01(d),
      and
      12.01(e), above, and under any insurance policy (including any employment
      practices liability insurance policy) that provides coverage for an event that
      could result in a lawsuit in which Sonic is named a defendant.  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 Non-Traditional Sonic, 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 Non-Traditional Sonic and within 10 days of any request by Sonic, 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


32




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 Agreement; any interest in Licensee, if
      Licensee is a partnership, joint venture, closely held corporation, limited
      liability company, or other business entity; 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 or which is a trust.  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.





13.02.                      Death
      or Permanent Incapacity of Licensee.





Upon
      the death or permanent incapacity
      of Licensee, the interest of Licensee in the Agreement may be assigned either
      pursuant to the terms of Section 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
      Non-Traditional Sonic business in accordance with the terms and conditions
      of
      the Agreement, 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 Agreement 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 Agreement, 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 Section
      13.04.  Licensee’s personal representative shall cooperate with Sonic
      to provide, in a timely manner, such documents as may be requested by Sonic,
      including without limitation Licensee’s death certificate and estate documents,
      to assist Sonic to determine or confirm Licensee’s assignees.





13.03.                      Assignment
      to Licensee’s Corporation or Other Business Entity.





Sonic
      may, upon Licensee’s compliance
      with the following requirements, consent to an assignment of the Agreement
      to a
      corporation whose shares are owned and Controlled by Licensee or to another
      business entity, such as a limited liability company, whose interests are owned
      and Controlled by Licensee.  Such written materials shall be supplied
      to Sonic within 15 days after the request by Sonic.


33





(a)           Licensee’s
      corporation or other business entity shall be newly organized, and its charter
      or equivalent organizational document shall provide that its activities are
      confined exclusively to operating Sonic drive-in restaurants and/or
      non-traditional Sonic restaurants.





(b)           Licensee
      and Licensee’s corporation or other business entity shall maintain stop transfer
      instructions against the transfer on Licensee’s corporation’s or other business
      entity’s records of any securities or interests 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 or other
      business entity shall furnish Sonic with a list of all shareholders, partners,
      or members, as applicable, having an interest in Licensee’s corporation or other
      business entity, the percentage interest of such shareholder, partner, or
      member, and a list of all officers and directors or managers  in such
      form as Sonic may require.





(d)           The
      name of Licensee’s corporation or other business entity shall not include any of
      the Proprietary Marks granted by the Agreement.  Licensee and Licensee’s
      corporation or other business entity shall not use any mark nor any name
      deceptively similar thereto in a public or private offering of its securities
      or
      other interest, except to reflect Licensee’s corporation’s or other business
      entity’s license 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 or other business entity shall be forwarded to Sonic for
      approval.  Such documents shall recite that the issuance and transfer of
      any interest in Licensee’s corporation or other business entity are restricted
      by the terms of Section 13 of this Agreement.





(f)           Each
      shareholder, partner, or member, as applicable, of the Licensee’s corporation or
      other business entity 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 or other business entity
      shall be deemed a breach of this Agreement by each shareholder, partner, or
      member, as applicable, of Licensee’s corporation or other business entity and
      each shareholder, partner, or member, as applicable, shall be personally and
      fully liable and obligated by any and all such breaches.


34





(h)           Licensee
      and Licensee’s corporation or other business entity shall submit to Sonic, prior
      to any assignment hereunder, a shareholders, partners, or members agreement,
      as
      applicable, executed by the Board of Directors or managers, as applicable,
      and
      ratified by all shareholders, partners, or members, 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 or other business entity shall be issued,
      transferred, or assigned to any Person or entity without Sonic’s prior written
      consent.





(i)           Each
      and every shareholder, partner, or member of Licensee’s corporation or other
      business entity or any party owning a security issued by, or owning any legal
      or
      equitable interest in Licensee’s corporation or other business entity or in any
      security convertible to a legal or equitable interest in Licensee’s corporation
      or other business entity 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 Sections 13.02 and 13.03, Licensee shall not sell, transfer, or assign the
      Agreement to any Person or Persons (including to another Licensee under this
      Agreement where more than one Person has executed this Agreement) 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:





(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, its Affiliates, or
      Sonic-approved advertising cooperatives, (b) the violation of the legal rights
      of Sonic or its Affiliates regarding the Proprietary Marks, (c) the violation
      of
      any of the covenants contained in Section 16.01 of this Agreement, (d) the
      violation of any duty under this Agreement to insure, defend, or indemnify
      Sonic
      or its Affiliates or to hold Sonic or its Affiliates harmless, and (e) the
      violation of any other agreement with Sonic or its Affiliates.  Sonic
      may waive the requirements of this Section 13.04(b)(ii) at Sonic’s
      election.


35





(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 Non-Traditional Sonic, (e) residence in the locality of the
      Non-Traditional Sonic, (f) equity interest in the Non-Traditional Sonic, (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
      non-traditional Sonic restaurant.  Sonic’s consent shall also be
      conditioned 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 this Agreement to the same extent as if transferee had been an
      original party to the Agreement.  At Sonic’s election, Sonic may
      alternatively allow such transferee to sign the then-current form of license
      agreement for non-traditional Sonic restaurants subject to all terms,
      conditions, obligations, and covenants contained in that form of license
      agreement, including the full term of that license agreement.





(c)           Following
      License’s sale, assignment, or transfer of this Agreement, Licensee shall remain
      subject to Section 16.01 of this Agreement.





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 Agreement, 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, provided that Sonic has the right to
      substitute cash for any consideration 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; provided, however, that such new offer shall
      not affect Sonic’s right and option, within 20 days of notice to Sonic of the
      initial offer, to provide notice of its intent to purchase the interest on
      the
      terms and conditions in the initial offer.  Sonic’s failure to
      exercise its option shall not constitute a waiver of any other provision of
      this
      Agreement, including any of the requirements of this Section 13 with respect
      to
      the proposed transfer.


36




Silence
      on the part of Sonic shall constitute rejection.  If the proposed sale
      includes assets of Licensee not related to the operation of the Non-Traditional
      Sonic, Sonic may purchase not only the assets related to the operation of the
      Non-Traditional Sonic, but may also purchase the other assets.  An
      equitable purchase price shall be allocated to each asset included in the
      proposed sale.  In any purchase by Sonic pursuant to this Section 13(a),
      Sonic shall have the right to require the seller to make customary
      representations and warranties.





(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 Non-Traditional Sonic, 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, children (by birth or adoption), and
      stepchildren.  In addition, the provisions of this Section 13.05 shall
      not apply to any proposed transfers to a Person who already owns an interest
      (directly or indirectly) in this Agreement as long as the transfer will not
      result in a change in Control of the Licensee or the Agreement.





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.                      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)           Licensee
      shall become insolvent.


37





(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 Non-Traditional
      Sonic
      or property connected with the Non-Traditional Sonic which remains unpaid for
      thirty days.





(d)           Suit
      to foreclose any lien against any assets of the Non-Traditional Sonic 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 Non-Traditional Sonic 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.





(g)           The
      assets, property, or interests of Licensee are blocked under any law, ordinance,
      or regulation relating to terrorist activities or Licensee is otherwise in
      violation of any such law, ordinance, or regulation.





(h)           If
      Licensee ceases to operate the Non-Traditional Sonic or otherwise abandons
      the
      Non-Traditional Sonic (other than closure permitted pursuant to Section
      6.05(c)(v) herein) or forfeits the legal right to do or transact business at
      the
      location licensed herein.  However, a default under this Agreement
      shall not occur and the Licensee shall have the right to terminate this
      Agreement upon written notice to Sonic after the Licensee loses its lease or
      other legal right to conduct business at the location of the Non-Traditional
      Sonic if and only if the loss of the Licensee’s lease or legal right to conduct
      business did not result from the Licensee’s breach of its obligations or failure
      to exercise any contractual or legal rights available to it.





(i)           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.





(j)           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 will not or cannot cure the default within 30
      days.





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





(l)           If
      continued operation of the Non-Traditional Sonic might endanger public health
      or
      safety.  In such case, whether or not Sonic elects to terminate this
      Agreement, Sonic may immediately close the Non-Traditional Sonic unless and
      until the situation is, in Sonic’s judgment, satisfactorily
      resolved.


38





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





(n)           If
      Licensee is in default of this Agreement three or more times in any given
      12-month period, whether or not such default is cured.





14.02.                      Period
      to Cure.





Except
      as provided in Section 14.01,
      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 Non-Traditional Sonic 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.  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.  Such breach shall include, but shall not be limited to, the
      occurrence of any of the following illustrative events:





(a)           If
      the Licensee or Persons Controlling, Controlled by, or under common Control
      with
      Licensee fail to pay any past due amounts owed to Sonic, whether for the
      Non-Traditional Sonic or otherwise.





(b)           If
      Licensee fails to promptly pay, or repeatedly delays the prompt payment of,
      undisputed invoices from Licensee’s 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 Non-Traditional Sonic in a good,
      clean, and wholesome manner or otherwise is not in compliance with the standards
      prescribed by the Sonic System.  In such case, whether or not Sonic
      elects to terminate this Agreement, Sonic may immediately close the
      Non-Traditional Sonic unless and until the failure or noncompliance is
      cured.





(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 Non-Traditional Sonic at
      reasonable times, which includes the right to photograph the interior and
      exterior of the Non-Traditional Sonic in its entirety.





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





(g)           If
      Licensee, upon the destruction of the Non-Traditional Sonic, fails to rebuild
      the licensed premises and resume operation within a reasonable time (cessation
      of the business from a licensed 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
      licensed premises is prohibited by law or the location
      lease).


39





(h)           If
      Licensee’s conduct or the operation of the Non-Traditional Sonic by Licensee, in
      Sonic’s judgment, damages or threatens to damage the goodwill of the Sonic
      System or the Sonic brand.  In such case, whether or not Sonic elects
      to terminate this Agreement, Sonic may immediately close the Non-Traditional
      Sonic unless and until the situation, in Sonic’s judgment, is satisfactorily
      resolved.





(i)           If
      Licensee fails to correct any deficiency or unsatisfactory condition within
      the
      time period required by Section 6.05(b).





14.03.                      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 and any claim
      that
      a controversy is not subject to arbitration), (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
      in Oklahoma City, Oklahoma, by a mediation firm agreeable to the parties or
      by
      the American Arbitration Association, if the parties cannot agree.





(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:





(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 Arbitrator.  The parties shall select one arbitrator within 10
      days after the filing of a demand and submission in accordance with the
      Rules.


40





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





(iv)           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.





(v)           Enforcement
      of Award.  The prevailing party shall have the right to enter the
      award of the arbitrator 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 arbitrator made prior to the
      award.  The award of the arbitrator shall not have any precedential or
      collateral estoppel effect on any other controversy involving Sonic or its
      Affiliates.





(d)           Excluded
      Controversies.





At
      the election of Sonic or its
      Affiliate, the provisions of this Section 14.03 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.  At the election of Sonic or its Affiliate, the provisions
      of this Section 14.03 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


41




Sonic
      against any and all of the assets of the Non-Traditional Sonic owned by Licensee
      at the time of default.





(b)           Upon
      termination, cancellation, or expiration hereof for any reason, the License
      and
      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, table ordering stations, 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 or which constitute or display any
      Proprietary Mark and shall also remove from the premises all menu housings
      and
      PAYS or other Sonic proprietary equipment.  Licensee shall cease to
      use and shall return to Sonic all copies of the *Sonic Operations
      Manual*, instructions, or materials delivered to Licensee
      hereunder.





(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
      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 non-traditional Sonic restaurant or Sonic drive-in restaurant, 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 required by Sections 15.01(b) or 15.01(c) 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 any signage containing or incorporating any of the
      Proprietary Marks, Sonic shall have an irrevocable option to purchase the
      signage for its fair market value.  In any event, Licensee shall not
      thereafter use any signage displaying Sonic’s name or Proprietary Marks or which
      primarily display the colors used in any other such sign at any other
      non-traditional Sonic restaurant or Sonic drive-in restaurant (see Section
      15.04
      for determining fair market value).  Any agent, servant, or employee of
      Sonic may remove the signage or any objectionable signs or advertising from
      the
      Non-Traditional Sonic 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)           Notwithstanding
      the provisions contained in this Section 15.01, Licensee shall be solely
      responsible for the cost of any removals or changes required by this Section
      15.01.  Licensee hereby releases Sonic and its agents, servants, and
      employees from and agrees to indemnify, defend, and hold harmless Sonic and
      its
      agents, servants, and employees against any cost, damage, liability, or expense
      (including attorneys’ fees) arising out of or


42




resulting
      from Licensee granting Sonic and its agents, servants, and employees access
      to
      the premises, including without limitation any cost, damage, liability, or
      expense arising out of the removal of any sign, equipment, fixture, personal
      property, or other property from the premises or modification of the premises
      pursuant to this Agreement.





(g)           The
      covenants set forth in this Section 15.01 shall survive the termination,
      cancellation, or expiration of this Agreement.





(h)           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.





(i)           Licensee
      shall complete all modifications required by this Section 15.01 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 this Section 15.01 are difficult to estimate or determine
      accurately.  In the event of such breach by Licensee of the provisions of
      this Section 15.01, Licensee, in addition to any and all other remedies
      available to Sonic herein and elsewhere, will pay Sonic double the royalty,
      brand, and advertising 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
      Proprietary Marks or the Sonic System.  These remedies will be in
      addition to any other remedies Sonic may have hereunder or under federal or
      state law.





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 non-traditional
      Sonic
      restaurant equipment, menu housings, table order stations, signs, menus, and
      supplies of Licensee at their fair market value (see Section 15.04 for
      determining fair market value).  Such right or option of Sonic shall be
      exercised as provided in Section 15.02(b).  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 Section 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.


43





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 or
      non-traditional Sonic restaurant 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
      appraiser shall be designated 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.





16. 
      COVENANTS.





16.01.                      Restrictions
      on Licensee.





Licensee
      agrees and covenants as
      follows:





(a)           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 (including interests in corporations, limited liability
      companies, partnerships, trusts, unincorporated associations, joint ventures,
      or
      other business entities) in, (iii) loan money to, or (iv) become landlord of
      any
      restaurant business which has a menu similar to that of a non-traditional Sonic
      restaurant or Sonic drive-in restaurant (such as hamburgers, hot dogs, onion
      rings, and similar items customarily sold by non-traditional Sonic restaurants
      or Sonic drive-in restaurants) or which has an appearance similar to that of
      a
      non-traditional Sonic restaurant or Sonic drive-in restaurant (such as the
      color
      pattern or other items that are customarily used by a non-traditional Sonic
      restaurant or Sonic drive-in restaurant).





(b)           Licensee
      shall not, for a period of 18 months after termination of this Agreement 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, limited liability companies, partnerships, trusts, unincorporated
      associations, joint ventures, or other business entities) in, (iii) loan money
      to, or (iv) become a landlord of any restaurant business


44




which
      has
      a menu similar to that of a non-traditional Sonic restaurant or Sonic drive-in
      restaurant (such as hamburgers, hot dogs, onion rings, and similar items
      customarily sold by non-traditional Sonic restaurants or Sonic drive-in
      restaurants) or which has an appearance similar to that of a non-traditional
      Sonic restaurant or Sonic drive-in restaurant (such as the color pattern or
      other items that are customarily used by a non-traditional Sonic restaurant
      or
      Sonic drive-in restaurant), and which (i) is within a three-mile radius of
      the
      Non-Traditional Sonic formerly licensed by this Agreement, (ii) is within a
      20-mile radius of any non-traditional Sonic restaurant or Sonic drive-in
      restaurant in operation or under construction, or (iii) is located within the
      MSA of the Non-Traditional Sonic.





(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 Non-Traditional Sonic and (ii) 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.





(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 an arbitrator, 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.





(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.





16.02.                      Covenants
      by Others.





At
      the time of execution of this
      Agreement, Licensee shall obtain covenants similar in substance to those set
      forth in this Section 16 (including covenants applicable upon the termination
      of
      a Person’s relationship with




45


Licensee)
      from all officers, directors, and holders of a direct or indirect beneficial
      ownership interest in 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.  In no event shall any Person enumerated be granted access to
      any confidential aspect of the Sonic System or the Non-Traditional Sonic prior
      to execution of such a covenant.  All covenants required by this Section
      16.02 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 16.02 shall constitute a breach of this
      Agreement.   Licensee shall furnish to Sonic executed copies of
      such covenants within 10 days of such request by Sonic.





17. 
      INDEPENDENT CONTRACTOR & INDEMNIFICATION.





17.01.                      Licensee
      not an Agent of Sonic; Employment Matters.





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 Non-Traditional Sonic 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 Non-Traditional
      Sonic. Licensee’s responsibility for the Non-Traditional Sonic and its business
      shall include responsibility for all of the employment matters (including
      employment decisions) of the Non-Traditional Sonic and for compliance with
      federal, state, and local laws and regulations relating to such employment
      matters.  Sonic will refer all complaints related to employment
      matters of the Non-Traditional Sonic to Licensee for resolution, and the
      indemnification and hold harmless provisions of Section 17.03 shall apply to
      all
      employment matters of the Non-Traditional Sonic.





17.02.                      Cost
      of Enforcement.





If
      Sonic or Sonic’s Affiliates become
      involved in any action at law or in equity or in any proceeding opposing
      Licensee to secure, enforce, protect, or defend Sonic’s or Sonic’s Affiliates’
rights and remedies under this Agreement, in addition to any judgment entered
      in
      their favor, Sonic or Sonic’s Affiliates, as applicable, shall be entitled to
      demand of and (in the event Sonic or Sonic’s Affiliates, as applicable, prevail
      in such actions or proceedings) recover from Licensee the reasonable costs,
      expenses, and attorneys’ fees incurred by Sonic or Sonic's
      Affiliates.  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 Affiliates 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 or Licensee’s employees or agents, or by reason of any act occurring
      at the Non-Traditional Sonic, or by reason of any act or omission with respect
      to the business or operation of the Non-Traditional Sonic, Licensee shall
      indemnify and hold Sonic and Sonic’s Affiliates 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 or Sonic’s Affiliates 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
      Affiliates.  The Licensee shall


46




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.





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.                      Delivery.





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, (iii) by United States certified
      or registered mail, with postage prepaid, addressed to Licensee at the
      Non-Traditional Sonic or at such other address of Licensee then appearing on
      the
      records of Sonic or to Sonic addressed to the attention of Sonic’s General
      Counsel at 300 Johnny Bench Drive, Oklahoma City, Oklahoma 73104, 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. Notice shall be deemed effective on the date of delivery, if delivery
      is
      by personal service or overnight delivery, or three business days after the
      party places the notice in the United States mail, if delivery is by certified
      or registered mail.





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 Licensee.  Each Licensee hereby agrees that
      Sonic may send its notices and communications under this Agreement to the
      Principal provided for herein, that 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.


47





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 Agreement.





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.                      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.





21.03.                      Binding
      Effect.





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





21.04.                      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.


48





21.05.                      Liability
      of Multiple Licensees.





If
      Licensee consists of more than one
      Person or entity, each such Person and entity, and each proprietor, partner,
      member, and 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,
      Partnership, and Limited Liability Company Licensees.





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





(a)           Purpose.  The
      certificate of incorporation and bylaws, partnership agreement and certificate
      of limited partnership (if applicable), or articles of organization and
      operating agreement of the Licensee (collectively, “Organizational Documents”),
      as applicable, shall provide that the purpose of the business entity shall
      consist only in the development, ownership, operation, and maintenance of Sonic
      drive-in restaurants and/or non-traditional Sonic restaurants.





(b)           Transfer
      Restrictions.  The Organizational Documents of the Licensee shall
      provide that the Licensee shall not issue any additional capital stock or
      interest of the Licensee and that no stockholder, partner, or member, as
      applicable, may transfer, assign, or pledge any issued capital stock or interest
      of the Licensee without the prior, written consent of Sonic, and each stock
      certificate, if applicable, 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
      interest 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 or interest
      execute an agreement substantially similar to the Guaranty and Restriction
      Agreement attached as Schedule I to this Agreement.





(c)           Stockholder/Partner/Member
      Guaranty.  Each stockholder, partner, or member of the Licensee,
      as applicable, shall execute the Guaranty and Restriction Agreement attached
      as
      Schedule I to this Agreement.





(d)           Documents.  Prior
      to Sonic’s execution of this Agreement, the Licensee shall deliver to Sonic
      copies of its Organizational Documents and issued stock certificates, as
      applicable, reflecting compliance with the provisions of this Section
      22.01.


49





22.02.                      Other
      Entity Licensee.





If
      the Licensee is any other form of
      business entity, the Licensee shall deliver to Sonic  copies of its
      organizational documents containing provisions substantially similar to those
      required by Section 22.01.





22.03.                      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 for the Non-Traditional Sonic continues to own and Control,
      directly or indirectly, at least 51% of the Licensee’s outstanding capital stock
      or other equity interests.





22.04.  Good
      Standing.





If
      the Licensee is a business entity,
      Licensee shall remain an active entity in good standing in its state of
      formation.





23.  APPLICABLE
      LAWS; WAIVER OF JURY TRIAL; LIMITATIONS.





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 Non-Traditional Sonic 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.  Except as provided in
      Section 14.03, Licensee agrees that jurisdiction over Licensee exists and is
      proper within the county where the corporate headquarters of Sonic are located
      and within any and all other courts, whether federal, state, or local, located
      within that county, and venue for any matter, claim, or cause of action relating
      to (a) this Agreement or any other agreement between Licensee and Sonic or
      Sonic’s Affiliates, (b) 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, shall only exist and is only proper
      within the same county where the corporate headquarters of Sonic are located
      and
      within any and all other courts, whether federal, state, or local, located
      within that county.  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.  SONIC AND LICENSEE
      WAIVE,
      TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY
      JURY.  SONIC AND LICENSEE ALSO WAIVE, TO THE FULLEST EXTENT PERMITTED
      BY LAW, ANY RIGHT TO OR CLAIM OF PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE
      OTHER
      AND AGREE THAT, IN THE EVENT OF A DISPUTE BETWEEN THEM, EACH SHALL BE LIMITED
      TO
      THE


50




RECOVERY
      OF ANY
      ACTUAL DAMAGES SUSTAINED BY IT.  EXCEPT FOR CLAIMS ARISING FROM
      LICENSEE’S NON-PAYMENT OR UNDERPAYMENT OF AMOUNTS LICENSEE OWES SONIC, ANY AND
      ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR SONIC’S RELATIONSHIP
      WITH LICENSEE WILL BE BARRED UNLESS A JUDICIAL OR ARBITRATION PROCEEDING IS
      COMMENCED WITHIN ONE YEAR FROM THE DATE ON WHICH THE PARTY ASSERTING THE CLAIM
      KNEW OR SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THE CLAIMS.





24. 
      ACKNOWLEDGEMENT.





Licensee
      acknowledges
      that:





24.01.                      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.





24.02.                      Profitability.





No
      representation has been made by
      Sonic as to the future profitability of the Non-Traditional Sonic.





24.03.                      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 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.





24.04.                      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.


51





24.05.                      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.





24.06.                      Complete
      Agreement.





This
      Agreement supersedes any and all
      other agreements or representations respecting the Non-Traditional Sonic and
      contains all the terms, conditions, and obligations of the parties with respect
      to the subject matter 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, 11.01(c), and 11.01(g) 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 and non-traditional Sonic 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 (a) any of the Licensee’s covenants under this
      Agreement (other than those involving only the payment of money), including
      the
      covenants contained in Section 16 of this Agreement; and (b) Sections 14.01(l),
      14.02(c), 14.03(h), 15.01(b), 15.01(c), 15.01(d), and 15.01(e) of this
      Agreement, 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.  Licensee acknowledges and expressly agrees
      that Sonic shall not be required to post any bond or other form of security
      in
      connection with any request for the issuance of injunctive relief, and Licensee
      expressly and unconditionally waives any requirement for the provision of
      security.  Licensee also agrees that injunctive relief sought by Sonic
      and ordered by any court of competent jurisdiction shall be given full force
      and
      effect in any other jurisdiction, including the jurisdiction in which the
      Non-Traditional Sonic is located, and that Licensee will not oppose the
      enforcement of such relief.  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 14.03 of this
      Agreement.





27.   GENERAL
      RELEASE AND COVENANT NOT TO SUE.





THE
      LICENSEE HEREBY RELEASES SONIC,
      SONIC CORP., AND THEIR SUBSIDIARIES AND AFFILIATES, AND THE OFFICERS, DIRECTORS,
      EMPLOYEES, AND AGENTS OF SONIC, SONIC CORP., AND THEIR


52




SUBSIDIARIES
      AND AFFILIATES, 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.














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





Sonic:                                                                           Sonic
      Industries LLC





By:
      _________________________________


(Vice)
      President


Date: _______________________, 2007





Licensee:                                                                                             
      ____________________________________





Date:
      __________________________,
      2007





____________________________________





Date:___________________________,
      2007 53


**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 Guaranty
      with the Licensee for the non-traditional Sonic restaurant located at ,
      ,   (the “Non-Traditional Sonic”); 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 Guaranty.





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 and performance 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 Non-Traditional Sonic, 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 Guaranty, 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 Notices.  The Guarantor acknowledges and waives notice of
      Sonic’s acceptance of the Guarantor’s guaranty pursuant to the terms of this
      Agreement.  The Guarantor also waives any requirement that Sonic
      notify the Guarantor of any demands or enforcement actions by Sonic against
      the
      Licensee.





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





6.           Disputes.  Any
      dispute between the parties concerning this Guaranty will be resolved in
      accordance with the 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 Guaranty appear strictly for the parties’ convenience in
      identifying the provisions of this Guaranty and shall not affect the
      construction or interpretation of the provisions of this Guaranty.





9.           Binding
      Effect.  This Guaranty 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 Guaranty 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
      Guaranty, the internal laws of Oklahoma shall govern the construction of the
      terms and the application of the provisions of this Guaranty.





12.           Amendments.  No
      amendments to this Guaranty 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
      Guaranty.





14.           Notice.  Except
      as otherwise provided in this Guaranty, when this Guaranty 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 Guaranty.





All
      notices pursuant to the provisions
      of this Guaranty 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, SONIC CORP., AND THEIR SUBSIDIARIES AND AFFILIATES, AND THE
      STOCKHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS OF SONIC, SONIC CORP.,
      AND THEIR SUBSIDIARIES AND AFFILIATES.  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.




















**{Signatures
      on the following page}**









































Sonic:                                                                           Sonic
      Industries LLC.





By:
      _________________________________


(Vice) President








Guarantor:                                                                                                   ____________________________________








____________________________________








____________________________________











Licensee:





By: ________________________________


Its:


















































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


**Non-Traditional
      Sonic #**





**,**





**EXHIBIT
      “A”**





Notice
      addresses are as follows:





Sonic:                                                                                    
      300 Johnny Bench Drive


Oklahoma
      City, OK 73104


(405)
      225-5973 Fax





Guarantors:








(___)
      ___-____ Fax














(___)
      ___-____ Fax








Licensee: