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# **ASSET PURCHASE AGREEMENT**

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# **BY AND BETWEEN**

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**OS PACIFIC, INC.,**

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**ROY’S/CHICAGO, LIMITED PARTNERSHIP,**

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**RESTAURANT CONCEPTS OF CHICAGO, LIMITED PARTNERSHIP,**

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**F. BEAVEN SMITH**

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**AND**

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**RONALD A PATAK**

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**Dated effective**

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**September 1, 2003ASSET PURCHASE AGREEMENT**

**TABLE OF CONTENTS**

PURCHASE OF THE RESTAURANT....... 1

Purchased Assets 1

Purchase Price.. 2

Initial Adjustments to Purchase Price and Deductions From the Retained Purchase Price.. 2

Invoice.. 3

Adjustment to Purchase Price based on Subsequent Valuation 3

Allocation of Purchase Price.. 4

TRANSFER OF ASSETS....... 4

Definition of Purchased Assets 4

Prorations 5

Excluded Assets 5

LIABILITIES......... 6

Liabilities Not to be Assumed 6

Liabilities to be Assumed 7

REPRESENTATIONS AND WARRANTIES OF THE SELLER....... 8

4.1         General 8

4.2         Authority         8

4.3         No Violation       8

4.4         Financial Statements     8

4.5         Tax Matters         9

4.6         Accounts Receivable     9

4.7         Inventory         9

4.8         Absence of Certain Changes        9

4.9         Absence of Undisclosed Liabilities         10

4.10         No Litigation         10

4.11         Compliance With Laws and Orders         10

4.12         Title to and Condition of Properties         11

4.13         Insurance         11

4.14         Contracts and Commitments         12

4.15         Labor Matters         13

4.16         Employee Benefit Plans         13

4.17         Employment Compensation         14

4.18         Intellectual Property         14

4.19         Major Suppliers         14

4.20         Assets Necessary to Business         14

4.21         No Brokers or Finders         14

4.22         Disclosure         14

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER..... 15

5.1  Corporate         15

5.2  Authority         15

5.3  No Brokers or Finders         15

5.4  Disclosure         15

5.5  Cooperation         15

5.6  Other Action         15

EMPLOYEES ‐ EMPLOYEE BENEFITS.. 16

6.1  Affected Employees         16

6.2  Retained Responsibilities         16

6.3  Payroll Tax         16

6.4  Termination Benefits         16

OTHER MATTERS. 16

Pre-Closing Revenue and Expenses 16

Post Closing Revenue and Expenses 16

Non-Competition 16

Confidentiality 17

Non-Solicitation 17

Reasonableness of Restrictions; Reformation; Enforcement 17

Specific Performance 18

FURTHER COVENANTS OF THE SELLER..... 18

Access to Information and Records 18

Conduct of Business Pending the Closing 18

Consents 19

Other Action 19

Disclosure 19

CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS..... 19

Representations and Warranties True on the Closing Date 19

Compliance With Agreement 19

Absence of Litigation 20

Consents and Approvals 20

Estoppel Certificates 20

Delivery of Closing Documents 20

CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS..... 20

Representations and Warranties True on the Closing Date 20

Compliance With Agreement 20

Absence of Litigation 20

INDEMNIFICATION..... 20

  By the Seller 20

  By Buyer and the Company 21

  Indemnification of Third‐Party Claims 21

  Payment 22

  No Waiver 22

Survival of Indemnification 22

CLOSING.. 22

  Closing Date 22

  Place of Closing 22

  Documents to be Delivered by the Seller 23

  Documents to be Delivered by Buyer and the Company 23

TERMINATION..... 24

  Right of Termination Without Breach 24

  Termination for Breach 24

MISCELLANEOUS....... 25

  Disclosure Schedules 25

  Further Assurance 25

  Disclosures and Announcements 25

  Assignment; Parties in Interest 25

  Law Governing Agreement 25

  Amendment and Modification 25

  Notice 26

  Expenses 26

  Entire Agreement 27

14.10 Counterparts 27

14.11 Headings...... 27

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# **ASSET PURCHASE AGREEMENT**

                        THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is dated __________, 2003, andentered into by and between OS PACIFIC, INC., a Florida corporation (the “Company”), ROY’S/CHICAGO, LIMITED PARTNERSHIP, a Florida limited partnership (“Buyer”), RESTAURANT CONCEPTS OF CHICAGO, LIMITED PARTNERSHIP, a Florida limitedpartnership (the “Seller”) F. BEAVEN SMITH (“Smith”) and RONALD A. PATAK (“Patak”; Smith and Patak are sometimes hereinafter collectively referred to as the “Principals”.

RECITALS

Seller is a Florida limited partnership governed by and operating under that certain Agreement of Limited Partnership dated the ____ day of ________, 2001 (“Agreement of Limited Partnership”).

The Principals are the sole officers and majority shareholders of R&B OF CHICAGO, INC., a Florida corporation and sole general partner of the Seller.

The Seller is engaged in the business of owning and operating an upscale restaurant known as “Roy’s” and located at 720 North State Street, Chicago, Illinois 60610 (“Restaurant”).

The Restaurant utilizes trademarks, recipes and operating systems as a franchisee of Roy’s/Outback Joint Venture, pursuant to a Restaurant Franchise Agreement dated February 1, 2002 (“Franchise Agreement”).

The Company is the sole general partner of Buyer.

Pursuant to the provisions hereof, Buyer desires to purchase from the Seller and the Seller desires to sell to Buyer substantially all of the property and assets of the Seller, including the Restaurant.

                        NOW THEREFORE, in consideration of the foregoing and the respective representations,warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows.

**PURCHASE OF THE RESTAURANT**

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1.1            Purchased Assets. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in **Section 12.1**), the Seller shallsell, transfer, convey, assign and deliver to Buyer (or upon Buyer’s request, to an Affiliate of Buyer or the Company) and Buyer shall purchase and accept all of the business, rights, claims and assets (of every kind, nature, character and description, whetherreal, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever situated) of the Seller, together with all rights and privileges associated with such assets and with the Restaurant and the business of the Seller, otherthan the Excluded Assets (as hereinafter defined) (collectively the “Purchased Assets”), free and clear of any debts, liabilities, claims, encumbrances or obligations other than the Assumed Liabilities, as hereafter defined. The Purchased Assets shallinclude, but not be limited to, those assets listed in **Article 2** hereof. For purposes of this Agreement, the term “Affiliate” shall mean any individual or entity (hereafter a “Person”), directly or indirectly, through one or moreintermediaries, controlling, controlled by, or under common control with such Person, as applicable. With respect to the Seller, the term “Affiliate” shall include F. Beaven Smith and Ronald A. Patak. The term “control,” as used in theimmediately preceding sentence, shall mean with respect to a corporation or limited liability Seller the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liabilitycompany, and, with respect to any individual, partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.

1.2            Purchase Price. The Buyer shall pay to the Seller the purchase price (“Purchase Price”) of One Million Five Hundred Thousand Dollars($1,500,000), subject to adjustments as provided herein. Payment of the Purchase Price shall be made as follows:

1.2(a)            Cash to the Seller. All of the Purchase Price, less the Retained Purchase Price, as defined in **Section 1.2(b)**, shall be paid in the form ofcertified or bank cashier’s check payable to the order of the Seller or at the Seller’s option, by wire transfer of immediately available funds to an account designated by the Seller.

1.2(b)            Hold-Back. Buyer shall retainTwenty-five Thousand Dollars ($25,000) of the Purchase Price(“Retained Purchase Price”). In the event Buyer is entitled to an adjustment to the Purchase Price pursuant to **Section1.3** hereof, or indemnification from the Seller or the Principals pursuant to **Section 11** hereof, the amount of such adjustment or indemnification may be paid by reducing the amount of the Retained Purchase Price to be delivered to the Seller. The RetainedPurchase Price, reduced by any adjustment or indemnification amount as provided in the preceding sentence, shall be delivered to the Seller on the later of: (i) five (5) days from the determination of the adjustments to Purchase Price pursuant to **Section 1.3**or (ii) sixty (60) days from the Closing Date.

1.3            Initial Adjustments to Purchase Price and Deductions From the Retained Purchase Price.As soon aspracticable after the Effective Date, but in no event more than sixty (60) days thereafter, the Buyer shall determine and report in writing to all parties hereto:

1.3(a)            the amount of any security deposits paid by the Seller pursuant to any Real Property Lease transferred to the Buyer in accordance with the terms of thisAgreement;

1.3(b)            any utility and other deposits paid by Seller and transferred to Buyer;

1.3(c)            all vacation, holiday and sick pay unpaid by the Seller as of the Closing Date attributable to any period or partial period of employment by the Sellerprior to the Closing Date, plus employee payroll taxes applicable thereto due or to become due, for those employees of the Seller who will be employed by Buyer after the Closing Date and who have not as of the Closing Date taken vacation, holiday or sick time earnedprior to the Closing Date;

1.3(d)            the amount of unredeemed gift certificates;

1.3(e)            any outstanding obligations of the Seller or the Restaurant for which the Seller remains liable pursuant to the terms of this Agreement; and

1.3(f)            any other amounts typically adjusted in similar transactions.

Upon receipt of such report, the Seller (by notice to the Buyer as provided herein) shall have a period of ten (10) days in which to object in writing to any portion or item of such report. In the event no objection is timelymade, the report shall be final and binding on all parties. If timely objection is made, the chief financial officer of the general partner of Buyer and such persons designated by the Seller (and at the expense of the Seller) shall meet and attempt to agree on theitems to which objection was made. If such persons cannot agree within thirty (30) days from the date of written objection, the items on which agreement has not been reached shall be submitted to the Tampa, Florida office of PricewaterhouseCoopers (or other agreedupon independent “Big Four” accounting firm) for a resolution of such items and whose decision shall be final and binding on all parties. The fees and expenses of PricewaterhouseCoopers (or other accounting firm) shall be paid by the nonprevailingparty.

If, as finally determined, the sum of items contained in Subparagraphs (a) and (b) above exceeds the sum of the items contained in Subparagraphs (c) through (e), above, after adjustment for the sum of items contained inSubparagraph (f), the Buyer shall pay such excess to the Seller within five (5) days of such final determination. If, as finally determined, the sum of the items contained in Subparagraphs (c) though (e) exceeds the sum of items contained in Subparagraphs (a)and (b) above, after adjustment for the sum of items contained in Subparagraph (f), Buyer may deduct the excess from the Retained Purchase Price. In the event the Retained Purchase Price does not fully reimburse the Buyer for the entire amount due hereunder, theSeller and/or the Principals shall pay any excess to the Buyer within five (5) days of the final determination. In the event neither Seller nor the Principals do not fully reimburse the Buyer for the entire amount due hereunder within such five (5) day period, Buyershall have the right to offset any amounts due hereunder against any amounts due from Buyer, the Company or either of their affiliates, to the Seller, the Principals or any entity in which the Seller or either Principal owns an interest (directly or indirectlythrough ownership in another entity or entities), including but not limited to any distributions paid in connection with any Carrabba's Italian Grill® restaurants in which the Seller or either Principal owns an interest (directly or indirectly through ownershipin another entity or entities).

1.4            Invoice. In lieu of the payments or deductions from the Retained Purchase Price, provided for in **Section 1.3** either party may, within one yearof the Closing Date, invoice the other party for any item for which such party would be entitled to a credit under **Section 1.3** or**Section 2.2** and the other party shall pay the undisputed amount within thirty (30) days of receipt of the invoice. In theevent any amount is owed by the Sellers to the Buyer hereunder, andneither Seller nor the Principals have fully reimbursed the Buyer for the entire amount due hereunder within such thirty (30) day period, Buyer shall havethe right to offset any amounts due hereunder against any amounts due from Buyer, the Company or either of their affiliates, to the Seller, the Principals or any entity in which the Seller or either Principal owns an interest (directly or indirectly through ownershipin another entity or entities), including but not limited to any distributions paid in connection with any Carrabba's Italian Grill® restaurants in which the Seller or either Principal owns an interest (directly or indirectly through ownership in another entityor entities).

1.5            Adjustment to Purchase Price based on Subsequent Valuation.

1.5 (a) Adjustment on First Valuation Date. The Buyer shall prepare a valuation of the Restaurant (the “Subsequent Value”) on or before July 30, 2004. The Subsequent Value shall be calculated as follows:fifty percent (50%) of the total cash distributions of the Restaurant for the preceding twenty-four (24) full calendar months ending June 30, 2004, multiplied by four (4). The Buyer shall pay to the Seller fifty percent (50%) of the amount of the Subsequent Valuethat exceeds One Million Five Hundred Thousand Dollars ($1,500,000), up to a maximum payment of Three Hundred Thousand Dollars ($300,000).

1.5(b) Option for FurtherAdjustment. In the event the payment to be made by Buyer to Seller pursuant to **Section 1.5(a)** is not Three Hundred Thousand Dollars ($300,000), the Seller shall have the optionto:

(i) accept the payment calculated pursuant to **Section 1.5(a)** as payment in full, and the Buyer shall have no further obligations to Seller under this **Section 1.5**; or

(ii) accept no payment under **Section 1.5(a)** and have the Buyer re-calculate the Subsequent Value on or before January 30, 2005, for the twenty-four (24) full calendar months ending December 31 2004; and receive in fullsatisfaction of Buyer’s obligations hereunder, fifty percent (50%) of the amount of the Subsequent Value calculated pursuant to this **Section 1.5(b)(ii)** that exceeds One Million Five Hundred Thousand Dollars ($1,500,000), up to a maximum payment of ThreeHundred Thousand Dollars ($300,000).

All payments under this section shall be payable within fifteen (15) days of determination in the form of certified or bank cashier’s check payable to the order of the Seller, or at the Seller’s option, by wiretransfer of immediately available funds to an account designated by the Seller.

1.6 Allocation of Purchase Price. The aggregate Purchase Price (including the assumption by Buyer of the Assumed Liabilities) shall be allocated among the Purchased Assets for tax purposes inaccordance with the provisions of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder. The Seller and Buyer will follow and use such allocation in all tax returns, filings or other related reports madeby them to any governmental agencies. To the extent that disclosures of this allocation are required to be made by the parties to the Internal Revenue Service (“IRS”), Buyer and the Seller will disclose such reports to the other prior to filing with theIRS.

**2.            TRANSFER OF ASSETS**

            2.1            Definition of Purchased Assets. The Purchased Assets shallinclude, but not be limited to, the following:

                        2.1(a)            Leased Real Property. The lease of real property dated January 1, 2001 between Smith Property Holdings Superior Place, L.L.C., as Landlord, and Seller, as Tenant, for theRestaurant located at 720 North State Street, Chicago, IL 60610 (the “Real Property Lease”) with respect to the real property described therein (the “Leased Real Property”).

                        2.1(b)            PersonalProperty. All machinery, equipment, vehicles, tools, supplies, spare parts, furniture, smallwares and all other personal property owned, utilized or held for use by the Seller in the operation of the Restaurant or located at the Restaurant.

                        2.1(c)            Inventory. All inventory held by the Seller on the Closing Date, which shall be that level of inventory typically held at the Restaurant in the ordinary course ofbusiness.

                        2.1(d)            Contracts. All rights in, to and under the Franchise Agreement and those agreements, contracts and purchase orders (hereinafter “Contracts”) of the Seller specifiedin **Schedule 2.1(d)**. Buyer does not assume any agreement, contract or purchase order of Seller not specified in **Schedule 2.1(d)**. To the extent that any Contract for which assignment to Buyer as provided herein is not assignable without the consent ofanother party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. The Seller and Buyer agree to use their reasonable best efforts (without any requirementon the part of Buyer or Seller to pay any money or, on the part of Buyer, to agree to any change in the terms of any such Contract) to obtain the consent of such other party to the assignment of any such Contract to Buyer in all cases in which such consent is or maybe required for such assignment. If any such consent shall not be obtained, the Seller agrees to cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer under the relevant Contract, includingenforcement at the cost and for the account of Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made,Buyer, upon notice, shall have no obligation pursuant to **Section 3.2** or otherwise with respect to any such Contract and any such Contract shall not be deemed to be a Purchased Asset hereunder.

                        2.1(e)            ComputerSoftware. All computer source codes, programs and other software of the Seller, including all machine-readable code, printed listings of code, documentation and related property and information of the Seller.

            2.1(f)            Literature. All menus, sales literature and promotional literature and similarmaterials of the Seller.

                        2.1(g)            Records andFiles. All records, files, invoices, supplier lists, blueprints, specifications, designs, drawings, accounting records, business records, operating data and other data of the Seller.

                        2.1(h)            Notes andAccounts Receivable. All notes, drafts and accounts receivable of the Seller, except those owed by affiliates of Seller.

                        2.1(i)            Licenses;Permits. All licenses, permits and approvals of the Seller to the extent the same may be assigned to Buyer.

                        2.1(j)            GeneralIntangibles. All causes of action arising out of occurrences before or after the Closing Date, and all other intangible rights and assets of the Seller.

            2.2            Prorations. The following prorations relating to the Purchased Assets will be madeas of the Closing Date, with the Seller liable to the extent such items relate to any time period up to and including the Closing Date and Buyer liable to the extent such items relate to periods subsequent to the Closing Date. The net amount of all such prorationswill be settled and paid on the Closing Date, if possible, and if not possible then as soon as practicable thereafter.

                        2.2(a)            Personal propertytaxes, real estate taxes and assessments, and other taxes, if any, on or with respect to the Purchased Assets; provided that special assessments levied prior to the Closing Date shall be paid by the Seller.

                        2.2(b)            Rents, additionalrents, taxes and other items payable by the Seller under any lease, license, permit, contract or other agreement or arrangement to be assigned to or assumed by Buyer.

                        2.2(c)            The amount ofrents, taxes and charges for sewer, water, fuel, telephone, electricity and other utilities; provided that if practicable, meter readings shall be taken on the applicable Closing Date and the respective obligations of the parties determined in accordance with suchreadings.

                        2.2(d)            All other itemsnormally adjusted in connection with similar transactions.

            If the actual expense of any of the above items for the billing period within which the Closing Date falls is not known on the Closing Date, the prorationshall be made as soon as such actual expense becomes known. The Seller agrees to furnish Buyer with such documents and other records as shall be reasonably requested in order to confirm all proration calculations.

            2.3            Excluded Assets. The provisions of **Section 2.1**notwithstanding, the Seller shall not sell, transfer, assign, convey or deliver to Buyer, and Buyer will not purchase or accept the following assets of the Seller (collectively the “Excluded Assets”):

                        2.3(a)            Cash and CashEquivalents. All cash and cash equivalents, other than petty cash balances at the Restaurant.

                        2.3(b)           Consideration. The consideration delivered by Buyer pursuant to this Agreement, Seller’s other rights under or in connection with this Agreement, and any other agreements or instruments contemplated hereby or thereby.

                        2.3(c)            Tax Credits andRecords. Federal, state and local income and franchise tax credits and tax refund claims and associated returns and records; provided however, Buyer shall have reasonable access to such returns and records and may make excerpts therefrom and copiesthereof.

                        2.3(d)            OrganizationalDocuments. The Seller’s Agreement of Limited Partnership, minute book and other records having exclusively to do with the organization and capitalization of the Seller; provided however, Buyer shall have reasonable access to such books and records and maymake excerpts therefrom and copies thereof.

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**                       **2.3(e)            Employee Records. Any and all employee books and records to the extent that such transfer of books and records would be in violation of any laws, provided Seller shall provideBuyer with copies of such books and records.

**3.            LIABILITIES**

            3.1            Liabilities Not to be Assumed. As used in this Agreement, the term“Liability” shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated orunliquidated, secured or unsecured. The Seller agrees to timely pay and discharge all Liabilities that relate to periods on or before the Closing Date. Except as and to the extent specifically set forth in **Section 3.2,** neither the Company nor the Buyer isassuming any Liabilities of the Seller and all such Liabilities shall be and remain the responsibility of the Seller. Without limiting the generality of the foregoing, neither the Company nor the Buyer is assuming and the Seller shall not be deemed to havetransferred to the Company or the Buyer the following Liabilities of the Seller:

                        3.1(a)            Income andFranchise Taxes. Any Liability of the Seller for Federal income taxes and any state or local income, profit or franchise taxes (and any penalties or interest due on account thereof).

                        3.1(b)            InsuredClaims. Any Liability insured against, to the extent such Liability is or will be paid by an insurer.

                        3.1(c)            Litigation Matters. Any Liability with respect to any action, suit, proceeding, arbitration, investigation or inquiry, whether civil, criminal or administrative(“Litigation”), whether or not described in **Schedule 4.10**.

                        3.1(d)           Infringements. Any Liability to a third party for infringement of any third party’s intellectual property.

                        3.1(e)            TransactionExpenses. Except as provided in **Section 14.8**,****or elsewhere in this Agreement, all Liabilities incurred by Seller in connection with this Agreement and the transactions contemplated herein.

                        3.1(f)            Liability ForBreach. Liabilities of the Seller for any breach or failure to perform any of the Seller’s covenants and agreements contained in, or made pursuant to, this Agreement, or, prior to the Closing Date, any other contract, whether or not assumed hereunder,including breach arising from assignment of contracts hereunder without consent of third parties.

                        3.1(g)            Liabilities toAffiliates. Liabilities to present or former Affiliates, except obligations for compensation for services rendered as an employee pursuant to plans or practices discussed in **Section 4.16**.

                        3.1(h)            Violation of Laws or Orders. Liabilities for any violation of or failure to comply with any statute, law, ordinance, rule or regulation (collectively, “Laws”) or anyorder, writ, injunction, judgment, plan or decree (collectively, “Orders”) of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other(collectively, “Government Entities”).

            3.2            Liabilities to be Assumed. Subject to the terms and conditionsof this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following Liabilities of the Seller (collectively the “Assumed Liabilities”):

                        3.2(a)            Contractual Liabilities. The Seller’s Liabilities arising from events occurring after the Closing Date under and pursuant to the following Contracts:

The Real Property Lease.

All Contracts described in **Schedule 2.1(d)**;

Every Contract entered into by the Seller in the ordinary course of business which does not involve consideration or other expenditure by the Seller payable or performable on or after the Closing Date in excess of One Thousand Dollars ($1,000) or performance overa period of more than twelve (12) months; and

That certain loan obtained by Seller to purchase the original furniture, fixtures, and equipment package for the Restaurant, as more fully described in **Schedule****3.2(a)(iv)**.

The Contracts described in **Sections 3.2(a)(i), (ii), (iii),****and****(iv)** above are hereinafter collectively described as the “Assumed Contracts.” The Buyer and the Principals agree to indemnify,defend and hold harmless Seller for any Liability, including reasonable attorneys’ fees, resulting from any and all guarantees executed in connection with the Real Property Lease assumed by the Buyer pursuant to **Section 3.2(a)(i)** above, to the extentsuch liability arises out of any events first occurring subsequent to the Closing Date. Buyer assumes no agreement or contract of Seller except the Assumed Contracts.

                        3.2(b)            LiabilitiesUnder Permits and Licenses. The Seller’s Liabilities arising from events occurring after the Closing Date under any permits or licenses listed in **Schedule 3.2(b)** and assigned to Buyer at the Closing.

3.2(c)            Other Obligations. The obligations set forth in **Section 1.3(b)** above, to the extent of the credit received by Buyer.

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**4.            REPRESENTATIONS AND WARRANTIES OF THE SELLER**

            The Seller represents and warrants to the Company and the Buyer that, each of the following is true and correct in all material respects on the date hereofexcept to the extent identified in disclosure schedules referred to below in this **Section 4** and attached to this Agreement (“Disclosure Schedules”), shall remain true and correct in all material respects to and including the Closing Date and shallbe unaffected by any investigation heretofore or hereafter made by Buyer, or, except as specifically provided herein, any knowledge of Buyer, and shall survive the closing of the transactions provided for eighteen (18) months from the Closing Date.

            4.1            General.

            4.1(a)            Organization. The Seller is a limited partnership duly organized, validlyexisting and in good standing under the laws of the State of Florida.

            4.1(b)            Power. The Seller has all requisite partnership power and authority to own,operate and lease its properties, to carry on its businesses as and where such are now being conducted, to enter into this Agreement and the other documents and instruments to be executed and delivered by the Seller pursuant hereto and to carry out the transactionscontemplated hereby and thereby.

                        4.1(c)            NoSubsidiaries. The Seller does not own any interest in any corporation, partnership or other entity.

            4.2            Authority. The execution and delivery of this Agreement and the other documentsand instruments to be executed and delivered by the Seller pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary partnership action on the part of the Seller. Other than as specificallyprovided in this Agreement or disclosed in the Disclosure Schedules, no other or further act or proceeding on the part of the Seller is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by the Seller pursuanthereto or the consummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by the Seller pursuant hereto will constitute, valid bindingagreements of the Seller, enforceable in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally, and by general equitable principles.

            4.3            No Violation. Neither the execution and delivery of thisAgreement or the other documents and instruments to be executed and delivered by the Seller pursuant hereto, nor the consummation by the Seller of the transactions contemplated hereby and thereby (a) will violate any applicable Law or Order, (b) will require anyauthorization, consent, approval, exemption or other action by or notice to any Government Entity, or (c) subject to obtaining the consents referred to in**Schedule 4.3**, will violate or conflict with, or constitute a default (or an event which, with notice orlapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any Lien (as defined in **Section 4.12(a)**) upon any of the assets of the Seller under, anyterm or provision of the Agreement of Limited Partnership of the Seller or of any material contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which the Seller is a party or by which the Seller or any of its assetsor properties may be bound or affected.

            4.4            Financial Statements. Included as**Schedule 4.4** are trueand complete copies of the financial statements of the Seller consisting of (i) unaudited balance sheets of the Seller as of December 31, for the two (2) most recent calendar years, and the related statements of income and cash flows for the years then ended(including the notes contained therein or annexed thereto), and (ii) an unaudited balance sheet of the Seller as of July 31, 2003 of the current year (the “Recent Balance Sheet”), and the related unaudited statements of income and cash flows for the seven(7) months then ended and for the corresponding period of the prior year (including the notes and schedules contained therein or annexed thereto). All of such financial statements (including all notes and schedules contained therein or annexed thereto) are true,complete and accurate, have been prepared in accordance with the cash basis accounting method, have been prepared in accordance with the books and records of the Seller, and fairly present, in accordance with generally accepted accounting principles, the assets,liabilities and financial position, the results of operations and cash flows of the Seller as of the dates and for the years and periods indicated.

4.5            Tax Matters. All state, county, local and other tax returns required to be filed by or on behalf of the Seller have been timely filed and when filedwere true and correct in all material respects, and the taxes shown as due thereon were paid or adequately accrued. The Seller has duly withheld and paid all taxes that it is required to withhold and pay relating to salaries and other compensation heretofore paid tothe employees of the Seller.

            4.6            Accounts Receivable. All accounts receivable of the Sellerreflected on the Recent Balance Sheet, and as incurred in the normal course of business since the date thereof represent arm’s length transactions actually made in the ordinary course of business; to the best of the Seller’s knowledge, are collectible(net of the reserves shown on the Recent Balance Sheet for doubtful accounts) in the ordinary course of business without the necessity of commencing legal proceedings; are subject to no counterclaim or setoff; and are not in dispute.

            4.7            Inventory. All inventory of the Seller reflected on the RecentBalance Sheet consisted of a quality and quantity usable and saleable in the ordinary course of business, had a commercial value at least equal to the value shown on such balance sheet. All inventory purchased since the date of such balance sheet consisted of aquality and quantity usable and saleable in the ordinary course of business. All current inventory of the Seller is located on premises leased by the Seller as reflected in this Agreement.

            4.8            Absence of Certain Changes. Except as and to the extent setforth in **Schedule 4.8**, since the date of the Recent Balance Sheet there has not been:

                        4.8(a)            No AdverseChange. Any material adverse change in the financial condition, assets, Liabilities, business, prospects or operations of the Seller;

                        4.8(b)            No Damage.Any material loss, damage or destruction, whether covered by insurance or not, affecting Seller’s business or properties;

                        4.8(c)            No Increase inCompensation. Other than such thereof as has occurred in the ordinary course of business, any increase in the compensation, salaries or wages payable or to become payable to any employee of the Seller (including, without limitation, any increase or changepursuant to any bonus, pension, profit sharing, retirement or other plan or commitment), or any bonus or other employee benefit granted, made or accrued;

                        4.8(d)            No LaborDisputes. Any labor dispute or disturbance, other than routine individual grievances which are not material to the business, financial condition or results of operations of the Seller;

                        4.8(e)            NoCommitments. Any material commitment or transaction by the Seller (including, without limitation, any borrowing or capital expenditure) other than in the ordinary course of business consistent with past practice;

                        4.8(f)            No Dispositionof Property. Any sale, lease or other transfer or disposition of any properties or assets of the Seller, except in the ordinary course of business;

                        4.8(g)            NoIndebtedness. Any indebtedness for borrowed money incurred, assumed or guaranteed by the Seller;

                        4.8(h)            No Liens.Any Lien made on any of the properties or assets of the Seller other than liens for taxes not yet due and payable;

                        4.8(i)            No Amendment ofContracts. Any entering into, amendment or termination by the Seller of any contract, or any waiver of material rights thereunder, other than in the ordinary course of business;

                        4.8(j)            No UnusualEvents. Any other event or condition not in the ordinary course of business of the Seller.

            4.9            Absence of Undisclosed Liabilities. Except as and to theextent specifically disclosed in the Recent Balance Sheet, the Seller does not have any Liabilities other than liabilities and obligations incurred since the date of the Recent Balance Sheet in the ordinary course of business and consistent with past practice andnone of which has or will have a material adverse effect on the business, financial condition or results of operations of the Seller. Except as and to the extent described in the Recent Balance Sheet, the Seller has no knowledge of any basis for the assertion againstthe Seller of any Liability and to the knowledge of the Seller, there are no circumstances, conditions, happenings, events or arrangements, contractual or otherwise, which may give rise to Liabilities, except for liabilities and obligations incurred in the ordinarycourse of the Seller’s business.

            4.10            No Litigation. Except as set forth in **Schedule 4.10**there is no Litigation pending or, to the knowledge of the Seller, threatened against the Seller, its managers or members (in such capacity), its business or its assets, nor does the Seller know, or have grounds to know, of any basis for any such Litigation.**Schedule 4.10** also identifies all Litigation to which the Seller or its managers or members (in such capacity) have been parties since January 1, 2002. Except as set forth in **Schedule 4.10**, neither the Seller nor its business or assets are subject toany Order of any Government Entity.

            4.11            Compliance With Laws and Orders.

                        4.11(a)            Compliance. To the best of Seller’s knowledge, the Seller (including its operations, practices, properties and assets) is in material compliance with all applicable Lawsand Orders, including, without limitation, those applicable to discrimination in employment, occupational safety and health, trade practices, competition and pricing, product warranties, zoning, building and sanitation, employment, retirement and labor relations andproduct advertising. The Seller has not received notice of any violation or alleged violation of, and is subject to no Liability for past or continuing violation of, any Laws or Orders. All reports and returns required to be filed by the Seller with any GovernmentEntity have been filed, and were accurate and complete when filed. Without limiting the generality of the foregoing:

                        (i) The Seller has made all required payments to its unemployment compensation reserveaccounts with the appropriate governmental departments of the states where it is required to maintain such accounts, and each of such accounts has a positive balance.

                        (ii) The Seller has delivered to Buyer copies of all reports of the Seller requiredunder all applicable health and safety laws and regulations. The deficiencies, if any, noted on such reports have been corrected.

                        4.11(b)            Licenses and Permits. The Seller has, or will have on the Closing Date, all licenses, permits, approvals, authorizations and consents of all Government Entities and allcertification organizations required for the conduct of the business (as presently conducted and as proposed to be conducted by the Seller) and operation of the Restaurant. All such licenses, permits, approvals, authorizations and consents are in full force andeffect. The Seller (including its operations, properties and assets) is and has been in compliance with all such permits and licenses, approvals, authorizations and consents.

            4.12            Title to and Condition of Properties.

                        4.12(a)            Marketable Title. The Seller has, or will have on the Closing Date, good and marketable title to all the Purchased Assets, free and clear of all mortgages, liens (statutory orotherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, rights-of-way, exceptions, limitations, charges or encumbrances of any nature whatsoeverother than liens for taxes not yet due and payable and the interests of the lessors under Real Property Lease and Personal Property Lease (collectively, “Liens”). None of the Purchased Assets are subject to any restrictions with respect to thetransferability thereof. The Seller has complete and unrestricted power and right to sell, assign, convey and deliver the Purchased Assets to Buyer as contemplated hereby. On the Closing Date, Buyer will receive good and marketable title to all the Purchased Assets,free and clear of all Liens of any nature whatsoever.

                        4.12(b)            Condition.To the best of Seller’s knowledge, all tangible assets (real and personal) constituting Purchased Assets hereunder are in good operating condition and repair, free from any defects (except such minor defects as do not interfere with the use thereof in theconduct of the normal operations of the Seller), have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the business of the Seller as conducted during the preceding twelve (12) months. To the best ofSeller’s knowledge, all buildings and other structures constituting the Restaurant’s premises are in good condition and repair and have no structural defects or defects affecting the plumbing, electrical, sewerage, or heating, ventilating or airconditioning systems.

                        4.12(c)            Real Property. **Section 2.1(a)** sets forth all real property presently used or occupied by the Seller and its Restaurant (the “Real Property”). There are now infull force and effect duly issued certificates of occupancy permitting the Real Property and improvements located thereon to be legally used and occupied as the same are now constituted. All of the Real Property has rights of access to dedicated public highways, asprovided in and subject to the Real Property Lease. To the knowledge of the Seller, no fact or condition exists which would prohibit or adversely affect the ordinary rights of access to and from the Real Property from and to the existing highways and roads and thereis no pending or threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To the Seller’s knowledge, no public improvements have been commenced and to Seller’s knowledge none are planned which in either case may result inspecial assessments against or otherwise materially adversely affect any Real Property. To the Seller’s knowledge, no portion of any of the Real Property has been used as a landfill or for storage or landfill of hazardous or toxic materials. The Seller does nothave notice or knowledge of any (i) Order requiring repair, alteration, or correction of any existing condition affecting any Real Property or the systems or improvements thereat, (ii) condition or defect which could give rise to an order of the sort referred to in“(i)” above, or (iii) underground storage tanks, or any structural, mechanical, or other defects of material significance affecting any Real Property or the systems or improvements thereat (including, but not limited to, inadequacy for normal use ofmechanical systems or disposal or water systems at or serving the Real Property).

            4.13            Insurance. Set forth in **Schedule 4.13** is a completeand accurate list of all policies of fire, liability, product liability, workers compensation, health and other forms of insurance presently in effect with respect to the business and properties of the Seller, true and correct copies of which have heretofore beenmade available to Buyer for its inspection. No notice of cancellation or termination has been received with respect to any such policy, and the Seller has no knowledge of any act or omission of the Seller that could result in cancellation of any such policy prior tothe Closing Date.

            4.14            Contracts and Commitments.

                        4.14(a)            Real PropertyLease. Except for the Real Property Lease, the Seller has no leases of real property. The Real Property Lease is in full force and effect, to the best of Seller’s knowledge, the Seller is not in default of any term, covenant or obligation under any of theReal Property Lease, and no condition exists which, with the passage of time or giving of notice, would constitute a default under any term, covenant or obligation of Seller under the Real Property Lease.

                        4.14(b)            PersonalProperty Leases. Except as set forth in**Schedule 2.1(d)**, the Seller has no leases of personal property involving consideration or other expenditure in excess of one thousand dollars ($1,000) or involving performance over a period of more than twelve (12)months.

                        4.14(c)            PurchaseCommitments. The Seller has no purchase commitments for inventory items or supplies that, together with amounts on hand, constitute in excess of two (2) months normal usage, or which are at an excessive price.

                        4.14(d)            Collective Bargaining Agreements. The Seller is not a party to any collective bargaining agreement with any unions, guilds, shop committees or other collective bargaininggroups.

                        4.14(e)            Loan Agreements. Except as set forth in **Schedule 4.14(e)**, the Seller is not obligated under any loan agreement, promissory note, letter of credit, or other evidence ofindebtedness as a signatory, guarantor or otherwise.

                        4.14(f)            Guarantees. The Seller has not guaranteed the payment or performance of any person, firm or corporation, agreed to indemnify any person or act as a surety, or otherwise agreedto be contingently or secondarily liable for the obligations of any person.

                        4.14(g)            Burdensome orRestrictive Agreements. The Seller is not a party to or bound by any agreement, deed, lease or other instrument that is so burdensome as to materially and adversely affect or impair the operation of the Restaurant. Without limiting the generality of theforegoing, the Seller is not a party to or bound by any agreement requiring it to assign any interest in any trade secret or proprietary information, or prohibiting or restricting it from competing in any business or geographical area or soliciting customers orotherwise restricting it from carrying on its business anywhere in the world.

                        4.14(h)            Other Material Contracts. The Seller does not have a lease, license, contract or commitment of any nature involving consideration or other expenditure in excess of one thousanddollars ($1,000), or involving performance over a period of more than twelve (12) months, or which is otherwise individually material to the operations of the Restaurant, except as described in **Schedule 4.14(h)** or in any other Disclosure Schedule.

                        4.14(i)            No Default.To its knowledge, the Seller is not in default under any lease, contract or commitment, nor has any event or omission occurred which through the passage of time or the giving of notice, or both, would constitute a default thereunder or cause the acceleration of anyof its obligations or result in the creation of any Lien on any of the assets owned, used or occupied by it. To the knowledge of the Seller, no third party is in default under any lease, contract or commitment to which the Seller is a party, nor has any event oromission occurred which, through the passage of time or the giving of notice, or both, would constitute a default thereunder or give rise to an automatic termination, or the right of discretionary termination, thereof.

            4.15            Labor Matters. The Seller has not experienced any labordisputes, union organization attempts or any work stoppage due to labor disagreements in connection with its business; (a) the Seller is in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment andwages and hours, and is not engaged in any unfair labor practice; (b) there is no unfair labor practice charge or complaint against the Seller pending or threatened; (c) there is no labor strike, dispute, request for representation, slowdown or stoppage actuallypending or threatened against or affecting the Seller; (d) no question concerning representation has been raised or is threatened respecting the employees of the Seller; (e) no grievance which might have a material adverse effect on the Seller, nor any arbitrationproceeding arising out of or under collective bargaining agreements, is pending and no such claim therefor exists; and (f) there are no administrative charges or court complaints against the Seller concerning alleged employment discrimination or other employmentrelated matters pending or threatened before the U.S. Equal Employment Opportunity Commission or any Government Entity, except as disclosed on **Schedule 4.10**.

            4.16            Employee Benefit Plans.

            The Seller has provided and/or identified each “employee benefit plan,” as defined in Section 3(3) of ERISA which (i) is subject to any provisionof ERISA and (ii) is or was at any time during the last 5 years maintained, administered or contributed to by the Seller or any affiliate (as defined in Section 407(d)(7) of ERISA) and covers any employee or former employee of the Seller or any affiliate or underwhich the Seller or any affiliate has any liability. Such plans are referred to collectively herein as the “Employee Plans.” None of the Employee Plans would, individually or collectively, constitute an “employee pension benefit plan” asdefined in Section 3(2) of ERISA, including, without limitation, a “multiemployer plan,” as defined in Section 3(37) of ERISA, or a “defined benefit plan,” as defined in Section 3(35) and subject to Title IV of ERISA, and no Employee Plan ismaintained in connection with any trust described in Section 501(c)(9) of the Code. It is understood and agreed that neither the Company nor the Buyer is assuming any Employee Plans or liabilities associated therewith, and that the Seller shall retain all suchEmployee Plans, including all obligations deriving directly or indirectly from sponsoring or participating in such Employee Plans.

            Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations,including but not limited to, ERISA and the Code, which are applicable to such Plan. No assets of the Seller are or could be subject, directly or indirectly, to any liability or lien by reason of any action or inaction taken with respect to any Employee Planmaintained by the Seller.

            The Seller has no liability in respect of post-retirement health and medical benefits for retired employees of the Seller or any affiliate, determined usingassumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). TheSeller has reserved its right to amend or terminate any Employee Plan or other benefit arrangement providing health or medical benefits in respect of any active employee of the Seller under the terms of any such plan and descriptions thereof given to employees. Withrespect to any Employee Plans which are “group health plans” under Section 4980B of the Code and Section 607(l) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of TitleI of ERISA generally, so that the Seller and any affiliate have no (and will not incur any) loss, assessment, tax penalty or other sanction with respect to any such plan.

            There has been no amendment to, written interpretation or announcement (whether or not written) by the Seller or any affiliate relating to, or change inemployee participation or coverage under, any Employee Plan which would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended immediately prior to the Closing Date.

            4.17            Employment Compensation. **Schedule 4.17** contains atrue and correct list of all employees to whom the Seller is paying compensation, including bonuses and incentives, at an annual rate in excess of Twenty Thousand Dollars ($20,000) for services rendered or otherwise; and in the case of salaried employees such listidentifies the current annual rate of compensation for each employee and in the case of hourly or commission employees identifies certain reasonable ranges of rates and the number of employees falling within each such range.

Neither any action on the part of the Seller prior to the Closing Date, the sale by Seller to Buyer of the business and assets of the Seller pursuant to this Agreement, the transactions contemplated hereby, nor the failure byBuyer to hire as a permanent employee of Buyer any employee of Seller, shall directly or indirectly result in any Liability (i) for severance payments or termination benefits or (ii) by virtue of any state, federal or local law.

            4.18            Intellectual Property. In order to conduct the business ofthe Seller, as such is currently being conducted or proposed to be conducted, the Seller does not require the rights to any intellectual property that it does not already have. To its knowledge, the Seller is not infringing and has not infringed any intellectualproperty of another in the operation of the business of the Seller, nor is any other person infringing the intellectual property of the Seller. The Seller has not granted any license or made any assignment of its rights in any intellectual property. The Seller doesnot pay any royalties or other consideration for the right to use any intellectual property of others. There is no Litigation pending or threatened to challenge the Seller’s right, title and interest with respect to its continued use of any intellectualproperty. All intellectual property of the Seller are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of the Seller.

            4.19            Major Suppliers. **Schedule 4.19** contains a list of the five (5) largestsuppliers (other than alcoholic beverages) to the Seller for the most recent fiscal year (determined on the basis of the total dollar amount of purchases) showing the total dollar amount of purchases from each such supplier during the last twelve months. The Sellerdoes not have any knowledge or information of any facts indicating, nor any other reason to believe, that any of the suppliers listed on **Schedule 4.19** will not continue to be suppliers to the business of the Seller after the Closing Date and will not continueto supply the business with substantially the same quantity and quality of goods at competitive prices.

            4.20            Assets Necessary to Business. The Purchased Assets include all property andassets (except for the Excluded Assets), tangible and intangible, and all leases, licenses and other agreements, which are necessary to permit Buyer to carry on, or currently used or held for use in, the business of the Seller as presently conducted and as conductedimmediately prior to the Closing Date.

            4.21            No Brokers or Finders. Neither the Seller nor any of its managers, officers,employees, members or agents have retained, employed or used any broker or finder in connection with the transaction provided for herein or in connection with the negotiation thereof.

            4.22            Disclosure. No representation or warranty by the Seller in this Agreement, norany statement, certificate, schedule, document or exhibit hereto furnished or to be furnished by or on behalf of the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby, contains or shall contain any untrue statement ofmaterial fact or omits or shall omit a material fact necessary to make the statements contained therein not misleading. All statements and information contained in any certificate or Disclosure Schedule delivered by or on behalf of the Seller shall be deemedrepresentations and warranties of the Seller.

**5.            REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER AND THE COMPANY**

            The Company and the Buyer represents and warrants to the Seller that each of the following is true and correct in all material respects on the date hereof,shall remain true and correct in all material respects to and including the Closing Date, shall be unaffected by any investigation heretofore or hereafter made by the Seller or any knowledge of the Seller, and shall survive the closing of the transactions providedfor herein for eighteen (18) months.

            5.1.            Corporate.

                        5.1(a)           Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. The Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State ofFlorida.

                        5.1(b)            CorporatePower. The Company has all requisite corporate power to enter into this Agreement and the other documents and instruments to be executed and delivered by the Company and to carry out the transactions contemplated hereby and thereby. The Buyer has all requisitepartnership power to enter into this Agreement and the other documents and instruments to be executed and delivered by Buyer and to carry out the transactions contemplated hereby and thereby.

            5.2            Authority. The execution and delivery of this Agreement and the other documentsand instruments to be executed and delivered by Buyer or the Company pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Company both for itself and as the general partnerof the Buyer. No other corporate or partnership act or proceeding on the part of the Company or the Buyer or its shareholders or partners is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Buyer or theCompany pursuant hereto or the consummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by Buyer or the Company pursuant hereto willconstitute, valid and binding agreements of Buyer and the Company, enforceable in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally, and by generalequitable principles.

            5.3            No Brokers or Finders. Neither Buyer, the Company, nor any of their partners,directors, officers, employees or agents have retained, employed or used any broker or finder in connection with the transaction provided for herein or in connection with the negotiation thereof.

5.4            Disclosure. No representation or warranty by Buyer or the Company in this Agreement, nor any statement, certificate, schedule, document or exhibithereto furnished or to be furnished by or on behalf of Buyer or the Company pursuant to this Agreement or in connection with transactions contemplated hereby, contains or shall contain any untrue statement of material fact or omits or shall omit a material factnecessary to make the statements contained therein not misleading.

5.5.            Cooperation. The Company and the Buyer shall use their best efforts to cooperate with the Seller in obtaining the consents referred to in **Section8.3** hereof.

5.6            Other Action. The Company and the Buyer shall use their best efforts to cause the fulfillment at the earliest practicable date of all the conditionsto the parties’ obligations to consummate the transactions contemplated in this Agreement.

**6.            EMPLOYEES ‐ EMPLOYEE BENEFITS**

            6.1            Affected Employees. “Affected Employees” shallmean employees of the Seller who are employed by Buyer immediately after the Closing Date.

            6.2            Retained Responsibilities. Subject to **Section 1.3(c)** above, the Selleragrees to satisfy, or cause its insurance carriers to satisfy, all claims for benefits, whether insured or otherwise (including, but not limited to, workers’ compensation, life insurance, medical and disability programs), under Seller’s employee benefitprograms brought by, or in respect of, Affected Employees and other employees and former employees of the Seller, which claims arise out of events occurring on or prior to the Closing Date, in accordance with the terms and conditions of such programs or applicableworkers’ compensation statutes without interruption as a result of the employment by Buyer, the Company, or either of their affiliates, of any such employees after the Closing Date.

            6.3            Payroll Tax. The Seller agrees to make a clean cut‐off of payroll andpayroll tax reporting with respect to the Affected Employees paying over to the federal, state and city governments those amounts respectively withheld or required to be withheld for periods ending on or prior to the Closing Date. The Seller also agrees to issue, bythe date prescribed by IRS Regulations, Forms W‐2 for wages paid through the Closing Date. Except as set forth in this Agreement, Buyer shall be responsible for all payroll and payroll tax obligations after the Closing Date for Affected Employees.

            6.4            Termination Benefits. Subject to **Section 1.3(c)** above, and except asprovided in the following sentence, Buyer shall be solely responsible for, and shall pay or cause to be paid, severance payments and other termination benefits, if any, to Affected Employees who may become entitled to such benefits by reason of any events occurringafter the Closing Date. Subject to **Section 1.3(c)** above, if any action on the part of the Seller prior to the Closing Date, or if the sale to Buyer of the business and assets of the Seller pursuant to this Agreement or the transactions contemplated hereby, orif the failure by Buyer to hire as a permanent employee of Buyer any employee of Seller, shall directly or indirectly result in any Liability (i) for severance payments or termination benefits or (ii) by virtue of any state, federal or local law, such Liability shallbe the sole responsibility of the Seller, and the Seller and the Principals shall indemnify and hold harmless Buyer and the Company against such Liability.

**7.            OTHER MATTERS**

            7.1            Pre-Closing Revenue and Expenses. The Seller shall be responsible for allexpenses, debts and other Liabilities of the Seller and the Restaurant arising out of or relating to periods prior to and including the Closing Date.

            7.2            Post-Closing Revenue and Expenses. The Buyer shall be responsible for allexpenses, debts and other Liabilities of the Restaurant arising out of or relating to periods subsequent to the Closing Date.

7.3            Noncompetition. From the Closing Date for a two (2) year period thereafter, Seller, and its Affiliates shallnot, individually or jointly with others, directly or indirectly, whether for his, her or its own account or for that of any other person or entity, engage in or own or hold any ownership interest in any person or entity engaged in a restaurant business that operatesprimarily with a theme, décor, menu or style of cuisine (Hawaiian Fusion) the same as or substantially similar to that of the Restaurant sold hereunder, regardless of the geographic location of such person, entity or business, and neither Seller, or thepartners shall act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor, or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, any such person, or entity;***provided, however,*** that it shall not be a violation of this **Section 7.3** for Seller, or its Affiliates to own a one percent (1%) or smaller interest in any corporation required to file periodic reports with the Securities and ExchangeCommission.

7.4            Confidentiality.

7.4(a)            Definition. For the purpose of this Agreement, “Proprietary Information” shall include all information, whether owned, licensed orotherwise used by or in the possession of the Seller, which reasonably would be considered proprietary or confidential to the business of the Seller including but not limited to suppliers, customers, trade or industrial practices, marketing and technical plans,technology, personnel, organization or internal affairs, plans for products and ideas, recipes, menus, wine lists and proprietary techniques and other trade secrets. Notwithstanding the foregoing, “Proprietary Information” shall not include informationthat has entered the public domain.

7.4(b)           No Disclosure, Use, or Circumvention. Except in connection with Seller’s or its Affiliates development of an authorized Roy’s Restaurant,the Seller and its Affiliates shall not disclose any Proprietary Information to any third parties and will not use any Proprietary Information in the Seller’s business or any affiliated business without the prior written consent of the Buyer and then only tothe extent specified in that consent. Consent may be granted or withheld at the sole discretion of the Buyer. The Seller shall not contact any suppliers, customers, employees, affiliates or associates to circumvent the purposes of this provision.

7.4(c)            Maintenance of Confidentiality. The Seller shall take all steps reasonably necessary or appropriate to maintain the strict confidentiality of theProprietary Information and to assure compliance with this Agreement.

7.5            Non-Solicitation. For a period two (2) years following the Closing Date, the Seller and its Affiliates shall not offer employment to any employee ofthe Buyer, the Company, or their its Affiliates or otherwise solicit or induce any employee of the Buyer or its Affiliates to terminate his or her employment, nor shall the Seller act as partner, consultant, agent, owner or part owner, or in any other capacity forany person or entity which solicits or otherwise induces any employee of the Buyer, the Company, or their Affiliates to terminate his or her employment with the Buyer, the Company or their Affiliates.

7.6            Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the limitations contained in**Section7.3, Section 7.4** and **Section 7.5** hereof are reasonable and properly required for the adequate protection of the Buyer’s and the Company’s interests. It is agreed by the parties hereto that if any portion of the restrictions contained in**Section 7.3, Section 7.4** and **Section 7.5** are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified periodbeing deemed a separate period of time, so that the lesser period of time shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determinesthe specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policymay be enforced. If any of the covenants contained herein are violated and if any court action is instituted by the Buyer or the Company to prevent or enjoin such violation, the period of time during which the business activities shall be restricted, as provided inthis Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become finaland not subject to further appeal.

In the event it is necessary for the Buyer or the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in **Section 7.3, Section 7.4** or **Section 7.5** hereof, theprevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

            7.7            Specific Performance.****The parties agree that a breach of any of the covenantscontained in**Section 7.3, Section 7.4**or**Section 7.5**hereof will causeirreparable injury to the Buyer and the Company for which the remedy at law will be inadequate and would be difficult to ascertain and therefore, in the event of the breach or threatened breach of any such covenants, the Buyer and the Company shall be entitled, inaddition to any other rights and remedies it may have at law or in equity, to obtain an injunction to restrain any threatened or actual activities in violation of any such covenants. The parties hereby consent and agree that temporary and permanent injunctive reliefmay be granted in any proceedings which might be brought to enforce any such covenants without the necessity of proof of actual damages, and in the event the Buyer does apply for such an injunction, that the Buyer or the Company has an adequate remedy at law shallnot be raised as a defense.

****

**8.            FURTHER COVENANTS OF THE SELLER**

            The Seller covenants and agrees as follows:

Access to Information and Records. During the period commencing thirty (30) days prior to the Closing Date, the Seller shall give Buyer, its counsel, accountants and otherrepresentatives (i) access during normal business hours to all of the properties, books, records, contracts and documents of the Seller for the purpose of such inspection, investigation and testing as Buyer deems appropriate (and the Seller shall furnish or cause tobe furnished to Buyer and its representatives all information with respect to the business and affairs of the Seller as Buyer may request); (ii) access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonablydesires; and (iii) access to vendors, customers, manufacturers of its machinery and equipment, and others having business dealings with the Seller. Through the Closing Date, the Buyer and its Affiliates shall not disclose any Proprietary Information obtained pursuantto this paragraph to any third parties and until the Closing Date will not use any such Proprietary Information in the Buyer’s business or any affiliated business without the prior written consent of the Seller and then only to the extent specified in thatconsent. Consent may be granted or withheld at the sole discretion of the Seller. The Buyer shall not contact any suppliers, customers, employees, affiliates or associates to circumvent the purposes of this provision. The Buyer shall take all steps reasonablynecessary or appropriate to maintain the strict confidentiality of the Proprietary Information through the Closing Date.

            8.2            Conduct of Business Pending the Closing. From the date hereof until the ClosingDate, except as otherwise approved in writing by the Buyer, which approval shall not be unreasonably withheld:

                        8.2(a)            No Changes.The Seller will, in all material respects, carry on its business diligently and in the same manner as heretofore and will not make or institute any material changes in its methods of purchase, sale, management, accounting or operation.

                        8.2(b)            MaintainOrganization. The Seller will take such action as may be necessary to maintain, preserve, renew and keep in favor the material rights and franchises of the Seller and will use its commercially reasonable best efforts, to the extent material hereto, to preservethe business organization of the Seller intact, to keep available to Buyer the present officers and employees, and to preserve for Buyer its present relationships with suppliers and customers and others having business relationships with the Seller.

                        8.2(c)            No Breach.The Seller will not do or omit any act, or permit any omission to act, which may cause a breach of any material contract, commitment or obligation, or any breach of any representation, warranty, covenant or agreement made by the Seller herein, or which would haverequired disclosure on **Schedule 4.8** had it occurred after the date of the Recent Balance Sheet and prior to the date of this Agreement.

                        8.2(d)            No MaterialContracts. Other than reasonable and necessary contracts entered into in connection with opening the third Restaurant as contemplated by this Agreement, no contract or commitment will be entered into, by or on behalf of the Seller, except contracts, commitments,purchases or sales which are in the ordinary course of business and consistent with past practice, are not material to the Seller (individually or in the aggregate) and would not have been required to be disclosed in the Disclosure Schedule had they been in existenceon the date of this Agreement.

                        8.2(e)            No CorporateChanges. The Seller shall not materially amend its Agreement of Limited Partnership or make any changes in ownership percentages.

                        8.2(f)            Maintenance ofInsurance. The Seller shall maintain all of the insurance in effect as of the date hereof.

                        8.2(g)            Maintenance ofProperty. The Seller shall use, operate, maintain and repair all of their property in a normal business manner.

                        8.2(h)            InterimFinancials. The Seller will provide Buyer with interim monthly financial statements and other management reports as and when they are available.

                        8.2(i)            NoNegotiations. The Seller will not directly or indirectly (through a representative or otherwise) solicit or furnish any information to any prospective buyer, commence, or conduct presently ongoing, negotiations with any other party or enter into any agreementwith any other party concerning the sale of the Seller, the Restaurant, the Seller’s assets or business or any part thereof or any membership interest in the Seller (an “acquisition proposal”), and the Seller shall immediately advise Buyer of thereceipt of any acquisition proposal.

            8.3            Consents. The Seller will use its commercially reasonable best efforts prior tothe Closing Date to obtain all consents necessary for the consummation of the transactions contemplated hereby.

            8.4            Other Action. The Seller shall use its best efforts to cause the fulfillment atthe earliest practicable date of all of the conditions to the parties’ obligations to consummate the transactions contemplated in this Agreement.

            8.5            Disclosure. Through the Closing Date, the Seller shall have a continuingobligation to promptly notify Buyer in writing with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule, but no suchdisclosure shall cure any breach of any representation or warranty which is inaccurate.

**9.            CONDITIONS PRECEDENT TO BUYER’S AND COMPANY’S OBLIGATIONS**

            Each and every obligation of Buyer and the Company to be performed on the Closing Date shall be subject to the satisfaction prior to or on the Closing Date ofeach of the following conditions:

            9.1            Representations and Warranties True on the Closing Date. Each of therepresentations and warranties made by the Seller in this Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing delivered by the Seller pursuant to this Agreement, shall be true and correct in allmaterial respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for any changes permitted by the terms of thisAgreement or consented to in writing by Buyer.

            9.2            Compliance With Agreement. The Seller shall have in all material respectsperformed and complied with all of its agreements and obligations under this Agreement which are to be performed or complied with by it prior to or on the Closing Date, including the delivery of the closing documents specified in **Section 12.3.**

            9.3            Absence of Litigation. No material Litigation shall have been commenced orthreatened, and no material investigation by any Government Entity shall have been commenced, against the Company, Buyer, the Seller or any of the Affiliates, officers, directors or managers of any of them, with respect to the transactions contemplatedhereby.

            9.4            Consents and Approvals. Except as otherwise specifically provided in thisAgreement, all approvals, consents and waivers that are required to effect the transactions contemplated hereby shall have been received, and copies thereof shall have been delivered to Buyer on or prior to the Closing Date.

9.5            Estoppel Certificates.  The Buyer shall have obtained an estoppel certificate or status letter, dated within thirty (30) days of the ClosingDate, from the landlord under the lease of real property, which estoppel certificate or status letter will certify (i) the lease is valid and in full force and effect; (ii) the amounts payable by the Seller under the lease and the date to which the same have beenpaid; (iii) whether there are, to the knowledge of said landlord, any defaults thereunder, and, if so, specifying the nature thereof; and (iv) that the transactions contemplated by this Agreement will not constitute a default under the lease and that the landlordconsents to the assignment of the lease to Buyer. The Buyer also shall have obtained an estoppel certificate dated within thirty (30) days of the Closing Date, in a form acceptable to Buyer, from the Seller as tenant under the lease of real property.

9.6            Delivery of Closing Documents. The Seller shall have delivered the closing documents specified in **Section 12.3.**

**10.            CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS**

            Each and every obligation of the Seller to be performed on the Closing Date shall be subject to the satisfaction prior to or on the Closing Date of thefollowing conditions:

            10.1            Representations and Warranties True on the Closing Date. Each of therepresentations and warranties made by Buyer and the Company in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations andwarranties were made or given on and as of the Closing Date.

            10.2            Compliance With Agreement. The Company and the Buyer shall have in all materialrespects performed and complied with all of the Company’s and the Buyer’s agreements and obligations under this Agreement which are to be performed or complied with by the Company or the Buyer prior to or on the Closing Date, including the delivery of theclosing documents specified in **Section 12.4.**

            10.3            Absence of Litigation. No material Litigation shall have been commenced orthreatened, and no material investigation by any Government Entity shall have been commenced, against the Company, the Buyer, or the Seller or any of the affiliates, officers, managers, directors or shareholders of any of them, with respect to the transactionscontemplated hereby.

**11.            INDEMNIFICATION**

            11.1            By the Seller and the Principals. Subject to the terms and conditions ofthis**Article 11**, the Seller and the Principals hereby agree to indemnify, defend and hold harmless the Company, the Buyer, and their partners, directors, officers, employees and Affiliates (hereinafter “Buyer’s Indemnitees”), from and againstall Claims asserted against, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the business and assets transferred to Buyer pursuant to this Agreement, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy orbreach of any representation or warranty of the Seller contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material”); (b) the breach of any covenant of the Seller contained in this Agreement (regardless ofwhether such breach is deemed “material”); or (c) any Claim against the Seller, the Purchased Assets or the business of the Seller not specifically assumed by Buyer pursuant hereto or which arises out of or relates to any event first occurring on or priorto the Closing Date. As used in this **Article 11**, the term “Claim” shall include (i) all Liabilities; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements approved by the Seller (suchapproval shall not be unreasonably withheld or delayed), costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and reasonable attorneys’ fees and expenses); and (iii) alldemands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.

            11.2            By Buyer and the Company. Subject to the terms and conditions of this **Article11**, Buyer and the Company, jointly and severally, hereby agree to indemnify, defend and hold harmless the Seller, its controlling persons, its Affiliates, its partners and their officers, directors, shareholders, agents, employees and controlling persons, fromand against all Claims asserted against, resulting to, imposed upon or incurred by any such person, directly or indirectly, by reason of or resulting from (a) the inaccuracy or breach of any representation or warranty of Buyer or the Company contained in or madepursuant to this Agreement (regardless of whether such breach is deemed “material”); (b) the breach of any covenant of Buyer or the Company contained in this Agreement (regardless of whether such breach is deemed “material”); or (c) all Claimsof or against the Seller specifically assumed by Buyer pursuant hereto or which relate to the Purchased Assets and arise out of any event occurring after the Closing Date.

            11.3            Indemnification of Third‐Party Claims. The obligationsand liabilities of any party to indemnify any other under this **Article 11** with respect to Claims relating to third parties shall be subject to the following terms and conditions:

                        11.3(a)            Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the party from whom indemnification is sought(the “Indemnifying Party”) written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligationsunder this **Article 11**, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shallmake available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any suchClaim, and shall in other respects give reasonable cooperation in such defense.

                        11.3(b)            Failure toDefend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlementof such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party’s defense,compromise, settlement or consent to judgment.

                        11.3(c)            IndemnifiedParty’s Rights. Anything in this**Article 11** to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other moneypayments, the Indemnified Party shall have the right to defend, compromise or settle such Claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgmentwhich does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Liability in respect of such Claim.

            11.4            Payment. The Indemnifying Party shall promptly pay theIndemnified Party any amount due under this **Article 11,** which payment may be accomplished in whole or in part, at the option of the Indemnified Party, by the Indemnified Party setting off any amount owed to the Indemnifying Party by the Indemnified Party. Inthe event that the Seller is the Indemnifying Party: (a) the Buyer shall have the right to effect indemnification by deducting the amount at issue from the Retained Purchase Price, as provided in **Section 1.2(b)** hereof, but only after giving five (5) businessdays advance written notice to the Seller of such deduction. or (b)Buyer shall have the right to offset any amounts due hereunder against any amounts due from Buyer, the Company or either of their affiliates, to theSeller, the Principals or any entity in which the Seller or either Principal owns an interest (directly or indirectly through ownership in another entity or entities), including but not limited to any distributions paid in connection with any Carrabba's ItalianGrill® restaurants in which the Seller or either Principal owns an interest (directly or indirectly through ownership in another entity or entities).To the extent set‐off is made by an Indemnified Party insatisfaction or partial satisfaction of an indemnity obligation under this **Article 11** that is disputed by the Indemnifying Party, upon a subsequent determination by final judgment not subject to appeal that all or a portion of such indemnity obligation was notowed to the Indemnified Party, the Indemnified Party shall pay the Indemnifying Party the amount which was set off and not owed together with interest from the date of set‐off until the date of such payment at an annual rate equal to the average annual rate ineffect as of the date of the set‐off, on those three maturities of United States Treasury obligations having a remaining life, as of such date, closest to the period from the date of the set‐off to the date of such judgment. Upon judgment, determination,settlement or compromise of any third party Claim, the Indemnifying Party shall pay promptly on behalf of the Indemnified Party, and/or to the Indemnified Party in reimbursement of any amount theretofore required to be paid by it, the amount so determined byjudgment, determination, settlement or compromise and all other Claims of the Indemnified Party with respect thereto, unless in the case of a judgment an appeal is made from the judgment. If the Indemnifying Party desires to appeal from an adverse judgment, then theIndemnifying Party shall post and pay the cost of the security or bond to stay execution of the judgment pending appeal. Upon the payment in full by the Indemnifying Party of such amounts, the Indemnifying Party shall succeed to the rights of such Indemnified Party,to the extent not waived in settlement, against the third party who made such third party Claim.

            11.5            No Waiver. The closing of the transactions contemplated by this Agreement shallnot constitute a waiver by any party of its rights to indemnification hereunder, regardless of whether the party seeking indemnification has knowledge of the breach, violation or failure of condition constituting the basis of the Claim at or before the closing, andregardless of whether such breach, violation or failure is deemed to be “material”.

            11.6.            Survival of Indemnification. The indemnification obligations of the partiescontained in this **Article 11** shall survive the date of this Agreement and the Closing Date for a period of eighteen (18) months following the Closing Date, except that the indemnification obligations relating to the representations and warranties regarding taxobligations shall survive until one (1) year after the expiration of the applicable statute of limitations for such tax obligations.

****

**12.            CLOSING**

            12.1            Closing Date. The closing referred to in this Agreement shall take place onSeptember 1, 2003 or such other date as is mutually agreed to by the parties (the “Closing Date”)**.**

            12.2            Place of Closing. The closing shall take place at Buyer’s corporate officeor at such other place as the parties hereto shall agree upon.

            12.3            Documents to be Delivered by the Seller. On the ClosingDate, the Seller shall deliver to Buyer the following documents, in each case duly executed or otherwise in proper form:

                        12.3(a)            Bills ofSale. Bills of sale and such other instruments of assignment, transfer, conveyance and endorsement as will be sufficient in the opinion of Buyer and its counsel to transfer, assign, convey and deliver to Buyer the Purchased Assets as contemplatedhereby.

                        12.3(b)            ComplianceCertificate. A certificate signed by the manager of the Seller that each of the representations and warranties made by the Seller in this Agreement is true and correct in all material respects on and as of the Closing Date with the same effect as though suchrepresentations and warranties had been made or given on and as of the Closing Date (except for any changes permitted by the terms of this Agreement or consented to in writing by Buyer), and that the Seller has performed and complied with all of the Seller’sobligations under this Agreement which are to be performed or complied with on or prior to the Closing Date.

                        12.3(c)            CertifiedResolutions. A certified copy of the resolutions of the general partner of the Seller authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement.

                        12.3(d)            IncumbencyCertificate. Incumbency certificates relating to each person executing any document executed and delivered to Buyer pursuant to the terms hereof.

                        12.3(e)            ManagementAgreement. A Management Agreement in a form acceptable to Buyer, stating that Seller will manage the Restaurant under its current State of Illinois Retail Liquor License and City of Chicago Consumption on Premises – Incidental Activity Liquor License untilsuch time as Buyer is able to obtain the necessary licenses to operate the Restaurant.

                        12.3(e)            OtherDocuments. All other documents, instruments or writings required to be delivered to Buyer on or prior to the Closing Date pursuant to this Agreement and such other certificates of authority and documents as Buyer may reasonably request.

            12.4            Documents to be Delivered by Buyer and the Company. At theClosing, Buyer and the Company shall deliver to the Seller the following documents, in each case duly executed or otherwise in proper form:

                        12.4(a)            PurchasePrice. A certified or bank cashier’s check (or wire transfer) as required by **Article 1**.

                        12.4(b)            Assumption ofLiabilities. Such undertakings and instruments of assumption as will be reasonably sufficient in the opinion of the Seller and its counsel to evidence the assumption of Assumed Liabilities as provided for in **Section 3.2**.

                        12.4(c)            ComplianceCertificate. A certificate signed by the Senior Vice President of the Company, both for itself and as general partner of the Buyer, that the representations and warranties made by the Company and the Buyer in this Agreement are true and correct on and as of theClosing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date (except for any changes permitted by the terms of this Agreement or consented to in writing by the Seller), and that the Company andthe Buyer have performed and complied with all of Buyer’s and the Company’s obligations under this Agreement which are to be performed or complied with on or prior to the Closing Date.

12.4(d)            Certified Resolutions. A certified copy of the resolutions of the Board of Directors of the Company, both for itself and as general partner ofthe Buyer, authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement.

                        12.4(e)            IncumbencyCertificate. Incumbency certificates relating to each person executing any document executed and delivered to the Seller by the Company or the Buyer pursuant to the terms hereof.

                        12.4(f)            OtherDocuments. All other documents, instruments or writings required to be delivered to the Seller on or prior to the Closing Date pursuant to this Agreement and such other certificates of authority and documents as the Seller may reasonably request.

**13.            TERMINATION**

            13.1            Right of Termination Without Breach.

                        13.1(a)            MutualAgreement. This Agreement may be terminated without further liability of either party at any time prior to the closing by mutual written agreement of Buyer and the Seller.

13.1(b)            By Either Party. This Agreement may be terminated without further liability of any party, by either Buyer or the Seller if the Closing Date ofthe transaction contemplated in **Section 1.1** shall not have occurred on or before October 1, 2003, provided the terminating party has not, through breach of a representation, warranty or covenant, prevented such closing from occurring on or before suchdate.

            13.2            Termination for Breach.

                        13.2(a)            Termination byBuyer. This Agreement may be terminated by Buyer if (i) there has been a material violation or breach by the Seller of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) therehas been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller shall have attempted to terminate this Agreement under this **Article 13** or otherwise without grounds to do so, then Buyer may, bywritten notice to the Seller at any time prior to the closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in **Section 13.2(c)** hereof.

                        13.2(b)            Termination bythe Seller. The Seller may terminate this Agreement if (i) there has been a material violation or breach by Buyer or the Company of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by theSeller, or (ii) there has been a failure of satisfaction of a condition to the obligations of the Seller which has not been so waived, or (iii) Buyer or the Company shall have attempted to terminate this Agreement under this **Article 13** or otherwise withoutgrounds to do so, then the Seller may, by written notice to Buyer at any time prior to the closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in **Section 13.2.(c)**hereof.

                        13.2(c)            Effect of Termination. Termination of this Agreement pursuant to this **Section****13.2** shall not in any way terminate, limit or restrict the rights and remedies of anyparty hereto against any other party which has violated, breached or failed to satisfy any of the representations, warranties, covenants, agreements, conditions or other provisions of this Agreement prior to termination hereof. Subject to the foregoing, theparties’ obligations under **Article 11**, **Sections 7.3 - 7.7** and **Section 14.5** of this Agreement shall survive termination.

**14.            MISCELLANEOUS**

            14.1            Disclosure Schedules. The Disclosure Schedules shall not vary,change or alter the language of the representations and warranties contained in this Agreement.

            14.2            Further Assurance. From time to time, upon request and without furtherconsideration, the parties will execute and deliver such documents and take such other action as may be reasonably requested in order to consummate more effectively the transactions contemplated hereby, including, but not limited to, vesting in Buyer good, valid andmarketable title to the business and assets being transferred hereunder.

            14.3            Disclosures and Announcements. Both the timing and the content of all disclosureto third parties and public announcements concerning the transactions provided for in this Agreement by the Seller or Buyer shall be subject to the approval of the other in all essential respects, except that Seller approval shall not be required as to any statementsand other information which Buyer may submit to the Securities and Exchange Commission, NYSE or the stockholders of Buyer or Buyer’s Affiliates, or be required to make pursuant to any rule or regulation of the Securities and Exchange Commission or NYSE, orotherwise required by law.

            14.4            Assignment; Parties in Interest.

                        14.4(a)            Assignment.Except as expressly provided herein, the rights and obligations of a party hereunder may not be assigned, transferred or encumbered without the prior written consent of the other parties. Notwithstanding the foregoing, Buyer may, without consent of any other party,cause one or more subsidiaries or Affiliates of Buyer to carry out all or part of the transactions contemplated hereby; provided, however, that Buyer shall, nevertheless, remain liable for all of its obligations, and those of any such subsidiary, to the Sellerhereunder.

                        14.4(b)            Parties inInterest. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the parties hereto. Nothing contained herein shall be deemed to confer upon any other person any right or remedyunder or by reason of this Agreement.

            14.5            Law Governing Agreement. This Agreement may not be modified or terminated orally,and shall be construed and interpreted according to the internal laws of the State of****Delaware, excluding any choice of law rules that may direct the application of the laws of another jurisdiction.

            14.6      Amendment and Modification. Buyer and the Seller may amend, modify and supplement this Agreement in such manner asmay be agreed upon by them in writing.

            14.7            Notice. All notices, requests, demands and othercommunications hereunder shall be given in writing and shall be: (a) personally delivered; or (b) sent to the parties at their respective addresses indicated herein by registered or certified U.S. mail, return receipt requested and postage prepaid, or by privateovernight mail courier service. The respective addresses to be used for all such notices, demands or requests are as follows:

                        (a)            If to Buyer or theCompany, to:

                                    OS Pacific,Inc.

                                    2202 North WestshoreBoulevard

                                    Tampa, Florida33607

                                    Attention: Joseph J.Kadow

                                    Facsimile:813-281-2114

                                   

or to such other person or address as Buyer shall furnish to the Seller in writing.

                        (b)            If to the Seller orthe Principals, to:

                                    Restaurant Conceptsof Chicago, Limited Partnership

                                    6710 Winkler Road#7

                                    Fort Myers, Florida33919

                                    Attention: Ronald A.Patak

                                    Facsimile:941-454-9614

                                   

or to such other person or address as the Seller shall furnish to Buyer in writing.

            If personally delivered, such communication shall be deemed delivered upon actual receipt; if sent by overnight courier pursuant to this paragraph, suchcommunication shall be deemed delivered upon receipt; and if sent by U.S. mail pursuant to this paragraph, such communication shall be deemed delivered as of the date of delivery indicated on the receipt issued by the relevant postal service, or, if the addresseefails or refuses to accept delivery, as of the date of such failure or refusal. Any party to this Agreement may change its address for the purposes of this Agreement by giving notice thereof in accordance with this Section. Notices sent by facsimile or otherelectronic means shall not constitute notice under this Agreement.

            14.8            Expenses. Regardless of whether or not the transactionscontemplated hereby are consummated:

                        14.8(a)            Brokerage.The Seller and Buyer each represent and warrant to each other that there is no broker involved or in any way connected with the transfer provided for herein. Buyer and the Company agree to hold the Seller harmless from and against all claims for brokerage commissionsor finder’s fees incurred through any act of Buyer or the Company in connection with the execution of this Agreement or the transactions provided for herein. The Seller agrees to hold Buyer and the Company harmless from and against all claims for brokeragecommissions or finder’s fees incurred through any act of the Seller in connection with the execution of this Agreement or the transactions provided for herein.

                        14.8(b)            Expenses to beShared Equally by the Parties. The parties shall equally share the cost of the following:

Taxes Arising from Transaction. Any taxes applicable to, imposed upon or arising out of the sale or transfer of the Purchased Assets to Buyer and the other transactionscontemplated by this Agreement, including but not limited to any transfer, use, gross receipts or documentary stamp taxes. Buyer shall pay all retail sales taxes arising from the transactions contemplated in this Agreement.

Other Expenses. All other costs and expenses of third parties engaged jointly by the parties hereto in connection with the consummation of the transactions contemplatedhereby, normally shared by the parties in similar transactions.

                        14.8(c)            Other.Except as otherwise provided herein, each of the parties shall bear its own expenses and the expenses of its counsel, accountants, and other agents in connection with the transactions contemplated hereby.

                        14.8(d)            Costs ofLitigation. The parties agree that the prevailing party in any action brought with respect to or to enforce any right or remedy under this Agreement shall be entitled to recover from the other party or parties all reasonable costs and expenses of any naturewhatsoever incurred by the prevailing party in connection with such action, including without limitation reasonable attorneys’ fees and prejudgment interest.

            14.9            Entire Agreement. This instrument and the agreements referred to herein embodythe entire agreement between the parties hereto with respect to the transactions contemplated herein, and there have been and are no agreements, representations or warranties between the parties other than those set forth or provided for herein.

            14.10            Counterparts. This Agreement may be executed in two or more counterparts, eachof which shall be deemed an original, but all of which together shall constitute one and the same instrument.

            14.11            Headings. The headings in this Agreement are inserted for convenience only andshall not constitute a part hereof.

                        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year firstabove writ

“BUYER”

ROY’S/CHICAGO, LIMITED PARTNERSHIP,

a Florida limited partnership, by its sole general partner:

OS PACIFIC, INC., a Florida corporation

                                   By:__________________________________

                                                   Robert S. Merritt, Senior Vice President

“COMPANY”

OS PACIFIC, INC., a Florida corporation

                        By:__________________________________

                                         Robert S. Merritt, Senior Vice President

                                                                                  “SELLER”

                                                                                 

RESTAURANT CONCEPTS OF CHICAGO, LIMITED PARTNERSHIP, a Florida limited partnership, by its sole its general partner:

R&B of Chicago, Inc., a Florida corporation

By:__________________________________

Ronald A. Patak, President

“PRINCIPALS”

________________________________________

RONALD A. PATAK, individually

________________________________________

F. BEAVEN SMITH, individually