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                                                                   Exhibit 10.18

                              Buffalo Wild Wings(R)

                           Area Development Agreement

                  --------------------------------------------
                                    Developer

                                 Effective Date:

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                             (To be completed by Us)

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                                TABLE OF CONTENTS

SECTION                                                                     PAGE
-------                                                                     ----

RECITALS......................................................................1

 1.  DEFINITIONS..............................................................1

 2.  GRANT OF DEVELOPMENT RIGHTS..............................................2

 3.  DEVELOPMENT FEE..........................................................4

 4.  DEVELOPMENT SCHEDULE.....................................................4

 5.  TERM.....................................................................6

 6.  YOUR DUTIES..............................................................6

 7.  DEFAULT AND TERMINATION..................................................7

 8.  RIGHTS AND DUTIES OF PARTIES UPON TERMINATION OR EXPIRATION..............8

 9.  TRANSFER................................................................10

10.  MISCELLANEOUS...........................................................10

APPENDICES

A.   DEVELOPMENT TERRITORY
B.   DEVELOPMENT SCHEDULE

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                              BUFFALO WILD WINGS(R)
                           AREA DEVELOPMENT AGREEMENT

     This Area Development Agreement is made this      day of           , 20
                                                  ----        ----------     ---
between BUFFALO WILD WINGS INTERNATIONAL, INC., an Ohio corporation with its
principal business located at 1600 Utica Avenue South, Suite 700, Minneapolis,
Minnesota 55426 ("we" or "us") and                                        , a(n)
                                   ---------------------------------------
                     whose principal business address
--------------------                                  --------------------------
is ("developer" or "you"). If the developer is a corporation, partnership or
limited liability company, certain provisions of the Agreement also apply to
your owners and will be noted.

                                    RECITALS

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

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

     C. Our parent company owns the Buffalo Wild Wings(R) Trademark and other
trademarks used in connection with the Operation of a Buffalo Wild Wings
restaurant;

     D. Our parent company has granted to us the right to sublicense the right
to develop and operate Buffalo Wild Wings restaurants;

     E. You desire to develop and operate several Buffalo Wild Wings restaurants
and we, in reliance on your representations, have approved your franchise
application to do so in accordance with this Agreement.

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

                                   DEFINITIONS

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

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

          B. "Principal Owner" means any person who directly or indirectly owns
     a 10% or greater interest in the developer when the developer is a
     corporation, limited liability company, a partnership, or a similar entity.
     In addition, if the developer is a partnership entity, then each general
     partner is a Principal Owner, regardless of the percentage ownership
     interest. If the developer is one or more individuals, each individual is a
     Principal Owner of the developer. You must have at least one Principal
     Owner.

          C. "Restaurants" means the Buffalo Wild Wings Restaurants you develop
     and operate pursuant to this Agreement.

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

          E. "Trademarks" means the Buffalo Wild Wings Trademark and Service
     Mark that have been registered in the United States and elsewhere and the
     trademarks, service marks and trade names set forth in each Franchise
     Agreement, as we may modify and change from time to time, and the trade
     dress and other commercial symbols used in the Restaurants. Trade dress
     includes the designs, color schemes and image we authorize you to use in
     the operation of the Restaurants from time to time.

                           GRANT OF DEVELOPMENT RIGHTS

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

          A. We grant to you, under the terms and conditions of this Agreement,
     the right to develop and operate           (___) Buffalo Wild Wings
                                      ---------
     Restaurants (the "Restaurants") within the territory described on Appendix
     A ("Development Territory").

          B. You are bound by the development schedule ("Development Schedule")
     set forth in Appendix B. Time is of the essence for the development of each
     Restaurant in accordance with the Development Schedule. Each Restaurant
     must be developed and operated pursuant to a separate Franchise Agreement
     that you enter into with us pursuant to Section 4.B below.

          C. If you are in compliance with the Development Schedule set forth on
     Appendix B, we will not develop or operate or grant anyone else a franchise
     to develop and operate a Buffalo Wild Wings Restaurant business in the
     Development Territory prior to the earlier of (i) the expiration or
     termination of this Agreement; (ii) the date on which you must execute the
     Franchise Agreement for your last restaurant pursuant to the terms of the
     Development Schedule or (iii) the date on which the Designated Area for
     your final Restaurant under this Agreement is determined, except (a) for
     the Special Sites defined in Section 2.D below; (b) in the event that the
     Development Territory covers more than one city, county or designated
     market area, the protection for each particular city, county or designated
     market area shall expire upon the earliest of (1) any of the foregoing
     events or (2) the date when the Designated Area for your final Restaurant
     to be developed in such city, county or designated market area under this
     Agreement is determined; or (c) as otherwise provided in this Agreement.
     Notwithstanding anything in this Agreement, upon the earliest occurrence of
     any of the foregoing events (i) the Development Territory shall expire and
     (ii) we will be entitled to develop and operate, or to franchise others to
     develop and operate, Buffalo Wild Wings restaurants in the Development
     Territory, except as may be otherwise provided under any Franchise
     Agreement that has been executed between us and you and that has not been
     terminated. At the time you execute your final Franchise Agreement under
     the Development Schedule, you must have an Authorized Location for your
     final Restaurant.

          D. The rights granted under this Agreement are limited to the right to
     develop and operate Restaurants located in the Development Territory, and
     do not include (i) any right to sell products and Menu Items identified by
     the Trademarks at any location or through any other

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     channels or methods of distribution, including the internet (or any other
     existing or future form of electronic commerce), other than at Restaurants
     within the Development Territory, (ii) any right to sell products and Menu
     Items identified by the Trademarks to any person or entity for resale or
     further distribution, or (iii) any right to exclude, control or impose
     conditions on our development or operation of franchised, company or
     affiliate owned restaurants at any time or at any location outside of the
     Development Territory. You may not use any the words Buffalo, Wild or Wings
     or any of the other Trademarks as part of the name of your corporation,
     partnership, limited liability company or other similar entity.

          You acknowledge and agree that (i) we and our affiliates have the
     right to operate or franchise within the Designated Area one or more
     facilities with limited sitting, which shall not be video entertainment
     oriented, fast casual restaurants, selling, for dine in or take out, all or
     some of the Menu Items, using the Trademarks or any other trademarks,
     service marks or trade names, without compensation to any franchisee; (ii)
     we and our affiliates have the right outside of the Development Territory
     to grant other franchises or operate company or affiliate owned Buffalo
     Wild Wings restaurants and offer, sell or distribute any products or
     services associated with the System (now or in the future) under the
     Trademarks or any other trademarks, service marks or trade names or through
     any distribution channel or method, all without compensation to any
     developer; and (iii) we and our affiliates have the right to operate and
     franchise others to operate restaurants or any other business within and
     outside the Development Territory under trademarks other than the Buffalo
     Wild Wings Trademarks, without compensation to any developer, except that
     our operation of, or association or affiliation with, restaurants (through
     franchising or otherwise) in the Development Territory that compete with
     Buffalo Wild Wings restaurants in the video entertainment oriented, fast
     casual restaurant segment will only occur through some form of merger or
     acquisition with an existing restaurant chain.

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

          Further, you acknowledge that certain locations within the Development
     Territory are by their nature unique and separate in character from sites
     generally developed as Buffalo Wild Wings restaurants. As a result, you
     agree that the following locations ("Special Sites") are excluded from the
     Development Territory and we have the right, subject to our then-current
     Special Sites Impact Policy, to develop or franchise such locations: (1)
     military bases; (2) public transportation facilities; (3) sports
     facilities, including race tracks; (4) student unions or other similar
     buildings on college or university campuses; (5) amusement and theme parks;
     and (6) community and special events.

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          E. This Agreement is not a Franchise Agreement and you have no right
     to use in any manner the Trademarks by virtue of this Agreement. You have
     no right under this Agreement to sublicense or subfranchise others to
     operate a business or restaurant or use the System or the Trademarks.

                                 DEVELOPMENT FEE

     3. You must pay a Development Fee as described below:

          A. As consideration for the rights granted in this Agreement, you must
     pay us a "Development Fee" of $         , representing one-half of the
                                    ---------
     Initial Franchise Fee for each Restaurant to be developed under this
     Agreement. The Initial Franchise Fee for the first Restaurant is
     $           . The Initial Franchise Fee for the second Restaurant is
      -----------
     $          . The Initial Franchise Fee for each subsequent Restaurant is
      ----------
     $          .
      ----------

          The Development Fee is consideration for this Agreement and not
     consideration for any Franchise Agreement, is fully earned by us upon
     execution of this Agreement and is non-refundable. The part of the Initial
     Franchise Fee that is included in the Development Fee is credited against
     the Initial Franchise Fee payable upon the signing of each individual
     Franchise Agreement. The balance of the Initial Franchise Fee for the first
     Restaurant must be paid at the time of execution of this Agreement,
     together with the execution by you of the Franchise Agreement for the first
     Restaurant. The total amount to be paid by you at the time of execution of
     this Agreement pursuant to this Section, including both the Development Fee
     and the balance of the Initial Franchise Fee for your first Restaurant is
     $       . The balance of the Initial Franchise Fee for each subsequent
      -------
     Restaurant is due as specified in Section 3.B.

          B. You must submit a separate application for each Restaurant to be
     established by you within the Development Territory as further described in
     Section 4. Upon our consent to the site of your Restaurant, a separate
     Franchise Agreement must be executed for each such Restaurant, at which
     time the balance of the Initial Franchise Fee for that Restaurant is due
     and owing. Such payment represents the balance of the appropriate Initial
     Franchise Fee, as described above in Section 3.A. Upon the execution of
     each Franchise Agreement, the terms and conditions of the Franchise
     Agreement control the establishment and operation of such Restaurant.

                              DEVELOPMENT SCHEDULE

     4. The following provisions control with respect to your development rights
and obligations:

          A. You are bound by and strictly must follow the Development Schedule.
     By the dates set forth under the Development Schedule, you must enter into
     Franchise Agreements with us pursuant to this Agreement for the number of
     Restaurants described under the Development Schedule. You also must comply
     with the Development Schedule requirements regarding (i) the restaurant
     type to be developed and the opening date for each Restaurant and (ii) the
     cumulative number of Restaurants to be open and continuously operating for
     business in the Development Territory. If you fail to either execute a
     Franchise Agreement or to open a Restaurant according to the dates set
     forth in the Franchise Agreement, we, in our sole discretion, may (i)
     require that you hire a franchise development expert with recognized
     experience in developing franchises in a similar line of business to ours
     or (ii) immediately terminate this Agreement pursuant to Section 7.B.

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          B. You may not develop a Restaurant unless you have notified us of
     your intention to develop the Restaurant at least 30 days prior to the date
     set forth in the Development Schedule by which you must execute a Franchise
     Agreement for the particular Restaurant and all of the following conditions
     have been met (these conditions apply to each Restaurant to be developed in
     the Development Territory):

               1. Your Submission of Proposed Site. You must find a proposed
          site for the Restaurant which you reasonably believe to conform to our
          site selection criteria, as modified by us from time to time, and
          submit to us a complete site report (containing such demographic,
          commercial, and other information and photographs as we may reasonably
          require) for such site.

               2. Our Consent to Proposed Site. You must receive our written
          consent to your proposed site. We agree not to unreasonably withhold
          consent to a proposed site. If we have developed a proprietary site
          evaluation system, prior to granting our consent to a site, you must
          have the site evaluated by our proprietary site evaluator software.
          This software will be licensed to us by a third party provider. You
          are required to pay a fee to such provider for each site you ask us to
          consider for final evaluation. The fee is between $500 to $850 per
          site. In approving or disapproving any proposed site, we will consider
          such matters as we deem material, including demographic
          characteristics of the proposed site, traffic patterns, competition,
          the proximity to other businesses, the nature of other businesses in
          proximity to the site, and other commercial characteristics (including
          the purchase or lease obligations for the proposed site) and the size
          of premises, appearance and other physical characteristics. Our
          consent to a proposed site, however, does not in any way constitute a
          guaranty by us as to the success of the Restaurant.

               3. Your Submission of Information. You must furnish to us, at
          least 30 days prior to the earliest of (i) the date set forth in the
          Development Schedule by which you must execute a Franchise Agreement
          or (ii) the actual date in which the Franchise Agreement would be
          executed, a franchise application for the proposed Restaurant,
          financial statements and other information regarding you, the
          operation of any of your other Restaurants within the Development
          Territory and the development and operation of the proposed Restaurant
          (including, without limitation, investment and financing plans for the
          proposed Restaurant) as we may reasonably require.

               4. Your Compliance with Our Then-Current Standards for
          Franchisees. You must receive written confirmation from us that you
          meet our then-current standards for franchisees, including financial
          capability criteria for the development of a new Restaurant. You
          acknowledge and agree that this requirement is necessary to ensure the
          proper development and operation of your Restaurants, and preserve and
          enhance the reputation and goodwill of all Buffalo Wild Wings
          restaurants and the goodwill of the Trademarks. Our confirmation that
          you meet our then-current standards for the development of a new
          Restaurant, however, does not in any way constitute a guaranty by us
          as to your success.

               5. Good Standing. You must not be in default of this Agreement,
          any Franchise Agreement entered into pursuant to this Agreement or any
          other agreement between you or any of your affiliates and us or any of
          our affiliates. You also must have satisfied on a timely basis all
          monetary and material obligations under the Franchise Agreements for
          all existing Restaurants.

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               6. Execution of Franchise Agreement. You and we must enter into
          our then-current form of Franchise Agreement for the proposed
          Restaurant. You understand that we may modify the then-current form of
          Franchise Agreement from time to time and that it may be different
          than the current form of Franchise Agreement, including different fees
          and obligations. You understand and agree that any and all Franchise
          Agreements will be construed and exist independently of this
          Agreement. The continued existence of each Franchise Agreement will be
          determined by the terms and conditions of such Franchise Agreement.
          Except as specifically set forth in this Agreement, the establishment
          and operation of each Restaurant must be in accordance with the terms
          of the applicable Franchise Agreement.

          C. You acknowledge that you have conducted an independent
     investigation of the prospects for the establishment of Restaurants within
     the Development Territory, and recognize that the business venture
     contemplated by this Agreement involves business and economic risks and
     that your financial and business success will be primarily dependent upon
     the personal efforts of you and your management and employees. We expressly
     disclaim the making of, and you acknowledge that you have not received, any
     estimates, projections, warranties or guaranties, express or implied,
     regarding potential gross sales, profits, earnings or the financial success
     of the Restaurants you develop within the Development Territory.

          D. You recognize and acknowledge that this Agreement requires you to
     open Restaurants in the future pursuant to the Development Schedule. You
     further acknowledge that the estimated expenses and investment requirements
     set forth in Items 6 and 7 of our Uniform Franchise Offering Circular are
     subject to increase over time, and that future Restaurants likely will
     involve greater initial investment and operating capital requirements than
     those stated in the Uniform Franchise Offering Circular provided to you
     prior to the execution of this Agreement. You are obligated to execute all
     the Franchise Agreements and open all the Restaurants on the dates set
     forth on the Development Schedule, regardless of (i) the requirement of a
     greater investment, (ii) the financial condition or performance of your
     prior Restaurants, or (iii) any other circumstances, financial or
     otherwise. The foregoing shall not be interpreted as imposing any
     obligation upon us to execute the Franchise Agreements under this Agreement
     if you have not complied with each and every condition necessary to develop
     the Restaurants.

                                      TERM

     5. Unless sooner terminated in accordance with Section 7 of this Agreement,
the term of this Agreement and all rights granted to you will expire on the date
that your last Buffalo Wild Wings Restaurant is scheduled to be opened under the
Development Schedule.

                                   YOUR DUTIES

     6. You must perform the following obligations:

          A. You must comply with all of the terms and conditions of each
     Franchise Agreement, including the operating requirements specified in each
     Franchise Agreement.

          B. You and your owners, officers, directors, shareholders, partners,
     members and managers (if any) acknowledge that your entire knowledge of the
     operation of a Buffalo Wild Wings Restaurant and the System, including the
     knowledge or know-how regarding the specifications, standards and operating
     procedures of the services and activities, is derived from information we
     disclose to you and that certain information is proprietary, confidential
     and

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     constitutes our trade secrets. The term "trade secrets" refers to the whole
     or any portion of know-how, knowledge, methods, specifications, processes,
     procedures and/or improvements regarding the business that is valuable and
     secret in the sense that it is not generally known to our competitors and
     any proprietary information contained in the manuals or otherwise
     communicated to you in writing, verbally or through the internet or other
     online or computer communications, and any other knowledge or know-how
     concerning the methods of operation of the Restaurants. You and your
     owners, officers, directors, shareholders, partners, members and managers
     (if any), jointly and severally, agree that at all times during and after
     the term of this Agreement, you will maintain the absolute confidentiality
     of all such proprietary information and will not disclose, copy, reproduce,
     sell or use any such information in any other business or in any manner not
     specifically authorized or approved in advance in writing by us. We may
     require that you obtain nondisclosure and confidentiality agreements in a
     form satisfactory to us from the individuals identified in the first
     sentence of this paragraph and other key employees.

          C. You must comply with all requirements of federal, state and local
     laws, rules and regulations.

          D. If you at some time in the future desire to make either a public or
     a private offering of your securities, prior to such offering and sale, and
     prior to the public release of any statements, data, or other information
     of any kind relating to the proposed offering of your securities, you must
     secure our written approval, which approval will not be unreasonably
     withheld. You must secure our prior written consent to any and all press
     releases, news releases and any and all other publicity, the primary
     purpose of which is to generate interest in your offering. Only after we
     have given our written approval may you proceed to file, publish, issue,
     and release and make public any said data, material and information
     regarding the securities offering. It is specifically understood that any
     review by us is solely for our own information, and our approval does not
     constitute any kind of authorization, acceptance, agreement, endorsement,
     approval, or ratification of the same, either expressly or implied. You may
     make no oral or written notice of any kind whatsoever indicating or
     implying that we and/or our affiliates have any interest in the
     relationship whatsoever to the proposed offering other than acting as
     Franchisor. You agree to indemnify, defend, and hold us and our affiliates
     harmless, and our affiliates' directors, officers, successors and assigns
     harmless from all claims, demands, costs, fees, charges, liability or
     expense (including attorneys' fees) of any kind whatsoever arising from
     your offering of information published or communicated in actions taken in
     that regard.

          E. If neither you, your Principal Owner, nor any other person in your
     organization possesses, in our judgment, adequate experience and skills to
     allow you to locate, obtain and develop prime locations in the Development
     Territory to allow you to meet your development obligations under this
     Agreement, we can require that you hire or engage a person with those
     necessary skills.

                             DEFAULT AND TERMINATION

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

          A. The rights and territorial protection granted to you in this
     Agreement have been granted in reliance on your representations and
     warranties, and strictly on the conditions set forth in Sections 2, 4 and 6
     of this Agreement, including the condition that you comply strictly with
     the Development Schedule.

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          B. You will be deemed in default under this Agreement if you breach
     any of the terms of this Agreement, including the failure to meet the
     Development Schedule, or the terms of any Franchise Agreement or any other
     agreements between you or your affiliates and us or our affiliates. All
     rights granted in this Agreement immediately terminate upon written notice
     without opportunity to cure if: (i) you become insolvent, commit any
     affirmative action of insolvency or file any action or petition of
     insolvency, (ii) a receiver (permanent or temporary) of your property is
     appointed by a court of competent authority, (iii) you make a general
     assignment or other similar arrangement for the benefit of your creditors,
     (iv) a final judgment remains unsatisfied of record for 30 days or longer
     (unless supersedeas bond is filed), (v) execution is levied against your
     business or property, (vi) suit to foreclose any lien or mortgage against
     his premises or equipment is instituted against you and not dismissed
     within 30 days, or is not in the process of being dismissed, (vii) you fail
     to meet your development obligations set forth in the Development Schedule
     attached as Appendix B, (viii) you fail to comply with any other provision
     of this Agreement and do not correct the failure within 30 days after
     written notice of that failure is delivered to you, or (ix) we have
     delivered to you a notice of termination of a Franchise Agreement in
     accordance with its terms and conditions.

           RIGHTS AND DUTIES OF PARTIES UPON TERMINATION OR EXPIRATION

     8. Upon termination or expiration of this Agreement, all rights granted to
you will automatically terminate, and:

          A. All remaining rights granted to you to develop Restaurants under
     this Agreement will automatically be revoked and will be null and void. You
     will not be entitled to any refund of any fees. You will have no right to
     develop or operate any business for which a Franchise Agreement has not
     been executed by us. We will be entitled to develop and operate, or to
     franchise others to develop and operate, Buffalo Wild Wings restaurants in
     the Development Territory, except as may be otherwise provided under any
     Franchise Agreement that has been executed between us and you and that has
     not been terminated.

          B. You must immediately cease to operate your business under this
     Agreement and must not thereafter, directly or indirectly, represent to the
     public or hold yourself out as a present or former developer of ours.

          C. You must take such action as may be necessary to cancel or assign
     to us or our designee, at our option, any assumed name or equivalent
     registration that contains the name or any of the words BUFFALO, WILD or
     WINGS or any other Trademark of ours, and you must furnish us with evidence
     satisfactory to us of compliance with this obligation within 30 days after
     termination or expiration of this Agreement.

          D. You must assign to us or our designee all your right, title, and
     interest in and to your telephone numbers and must notify the telephone
     company and all listing agencies of the termination or expiration of your
     right to use any telephone number in any regular, classified or other
     telephone directory listing associated with the Trademarks and to authorize
     transfer of same at our direction.

          E. You must within 30 days of the termination or expiration pay all
     sums owing to us and our affiliates, including the balance of the Initial
     Franchise Fees that we would have received had you developed all of the
     Restaurants set forth in the Development Schedule. In addition to the
     Initial Franchise Fees for undeveloped Restaurants, you agree to pay as
     fair and reasonable liquidated damages (but not as a penalty) an amount
     equal to $50,000 for each

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     undeveloped Restaurant. You agree that this amount is for lost revenues
     from Continuing Fees and other amounts payable to us, including the fact
     that you were holding the development rights for those Restaurants and
     precluding the development of certain Restaurants in the Development
     Territory, and that it would be difficult to calculate with certainty the
     amount of damage we will incur. Notwithstanding your agreement, if a court
     determines that this liquidated damages payment is unenforceable, then we
     may pursue all other available remedies, including consequential damages.

          All unpaid amounts will bear interest at the rate of 18% per annum or
     the maximum contract rate of interest permitted by governing law, whichever
     is less, from and after the date of accrual. In the event of termination
     for any default by you, the sums due will include all damages, costs, and
     expenses, including reasonable attorneys' fees and expenses, incurred by us
     as a result of the default. You also must pay to us all damages, costs and
     expenses, including reasonable attorneys' fees and expenses, that we incur
     subsequent to the termination or expiration of this Agreement in obtaining
     injunctive or other relief for the enforcement of any provisions of this
     Agreement.

          F. If this Agreement is terminated solely for your failure to meet the
     Development Schedule and for no other reason whatsoever, and you have
     opened at least 50% of the total number of Restaurants provided for in the
     Development Schedule, you may continue to operate those existing
     Restaurants under the terms of the separate Franchise Agreement for each
     Restaurant. On the other hand, if this Agreement is terminated under any
     other circumstance, we have the option to purchase from you all the assets
     used in the Restaurants that have been developed prior to the termination
     of this Agreement. Assets include leasehold improvements, equipment,
     furniture, fixtures, signs, inventory, liquor licenses and other
     transferable licenses and permits for the Restaurants.

          We have the unrestricted right to assign this option to purchase. We
     or our assignee will be entitled to all customary warranties and
     representations given by the seller of a business including, without
     limitation, representations and warranties as to (i) ownership, condition
     and title to assets; (ii) liens and encumbrances relating to the assets;
     and (iii) validity of contracts and liabilities, inuring to us or affecting
     the assets, contingent or otherwise. The purchase price for the assets of
     the Restaurants will be determined in accordance with the post-termination
     purchase option provision in the individual Franchise Agreement for each
     Restaurant (with the purchase price to include the value of any goodwill of
     the business attributable to your operation of the Restaurant if you are in
     compliance with the terms and conditions of the Franchise Agreement for
     that Restaurant). The purchase price must be paid in cash at the closing of
     the purchase, which must take place no later than 90 days after your
     receipt of notice of exercise of this option to purchase, at which time you
     must deliver instruments transferring to us or our assignee: (i) good and
     merchantable title to the assets purchased, free and clear of all liens and
     encumbrances (other than liens and security interests acceptable to us or
     our assignee), with all sales and other transfer taxes paid by you; and
     (ii) all licenses and permits of the Restaurants that may be assigned or
     transferred. If you cannot deliver clear title to all of the purchased
     assets, or in the event there are other unresolved issues, the closing of
     the sale will be accomplished through an escrow. We have the right to set
     off against and reduce the purchase price by any and all amounts owed by
     you to us, and the amount of any encumbrances or liens against the assets
     or any obligations assumed by us. You and each holder of an interest in you
     must indemnify us and our affiliates against all liabilities not so
     assumed. You must maintain in force all insurance policies required
     pursuant to the applicable Franchise Agreement until the closing on the
     sale.

                                       9

<PAGE>

          G. All of our and your obligations that expressly or by their nature
     survive the expiration or termination of this Agreement will continue in
     full force and effect subsequent to and notwithstanding its expiration or
     termination and until they are satisfied or by their nature expire.

                                    TRANSFER

     9. The following provisions govern any transfer:

          A. We have the right to transfer all or any part of our rights or
     obligations under this Agreement to any person or legal entity.

          B. This Agreement is entered into by us with specific reliance upon
     your personal experience, skills and managerial and financial
     qualifications. Consequently, this Agreement, and your rights and
     obligations under it, are and will remain personal to you. You may only
     Transfer your rights and interests under this Agreement if you obtain our
     prior written consent and you transfer all of your rights and interests
     under all Franchise Agreements for Restaurants in the Development
     Territory. Accordingly, the assignment terms and conditions of the
     Franchise Agreements shall apply to any Transfer of your rights and
     interests under this Agreement. As used in this Agreement, the term
     "Transfer" means any sale, assignment, gift, pledge, mortgage or any other
     encumbrance, transfer by bankruptcy, transfer by judicial order, merger,
     consolidation, share exchange, transfer by operation of law or otherwise,
     whether direct or indirect, voluntary or involuntary, of this Agreement or
     any interest in it, or any rights or obligations arising under it, or of
     any material portion of your assets, or of any interest in you.

                                  MISCELLANEOUS

     10. The parties agree to the following provisions:

          A. You agree to indemnify, defend, and hold us, our affiliates and our
     officers, directors, shareholders and employees harmless from and against
     any and all claims, losses, damages and liabilities, however caused,
     arising directly or indirectly from, as a result of, or in connection with,
     the development, use and operation of your Restaurants, as well as the
     costs, including attorneys' fees, of defending against them ("Franchise
     Claims"). Franchise Claims include, but are not limited to, those arising
     from any death, personal injury or property damage (whether caused wholly
     or in part through our or our affiliates active or passive negligence),
     latent or other defects in any Restaurant, or your employment practices. In
     the event a Franchise Claim is made against us or our affiliates, we
     reserve the right in our sole judgment to select our own legal counsel to
     represent our interests, at your cost.

          B. Should one or more clauses of this Agreement be held void or
     unenforceable for any reason by any court of competent jurisdiction, such
     clause or clauses will be deemed to be separable in such jurisdiction and
     the remainder of this Agreement is valid and in full force and effect and
     the terms of this Agreement must be equitably adjusted so as to compensate
     the appropriate party for any consideration lost because of the elimination
     of such clause or clauses.

          C. No waiver by us of any breach by you, nor any delay or failure by
     us to enforce any provision of this Agreement, may be deemed to be a waiver
     of any other or subsequent breach or be deemed an estoppel to enforce our
     rights with respect to that or any other or subsequent breach. This
     Agreement may not be waived, altered or rescinded, in whole or in part,
     except by a writing signed by you and us. This Agreement together with the
     application form

                                       10

<PAGE>

     executed by you requesting us to enter into this Agreement constitute the
     sole agreement between the parties with respect to the entire subject
     matter of this Agreement and embody all prior agreements and negotiations
     with respect to the business. You acknowledge and agree that you have not
     received any warranty or guarantee, express or implied, as to the potential
     volume, profits or success of your business. There are no representations
     or warranties of any kind, express or implied, except as contained in this
     Agreement.

          D. Except as otherwise provided in this Agreement, any notice, demand
     or communication provided for must be in writing and signed by the party
     serving the same and either delivered personally or by a reputable
     overnight service or deposited in the United States mail, service or
     postage prepaid, and if such notice is a notice of default or of
     termination, by registered or certified mail, and addressed as follows:

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

               2. If intended for you, addressed to you at
                                                           ---------------------
          or at                                         ; or,
                ----------------------------------------
          in either case, to such other address as may have been designated by
          notice to the other party. Notices for purposes of this Agreement will
          be deemed to have been received if mailed or delivered as provided in
          this subparagraph.

          E. Any modification, consent, approval, authorization or waiver
     granted in this Agreement required to be effective by signature will be
     valid only if in writing executed by the Principal Owner or, if on behalf
     of us, in writing executed by our President or one of our authorized Vice
     Presidents.

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

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

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

               3. Our Reasonable Business Judgment. Whenever we reserve
          discretion in a particular area or where we agree to exercise our
          rights reasonably or in good faith, we will satisfy our obligations
          whenever we exercise Reasonable Business Judgment in making our
          decision or exercising our rights. Our decisions or actions will be
          deemed to be the result of Reasonable Business Judgment, even if other
          reasonable or even arguably

                                       11

<PAGE>

          preferable alternatives are available, if our decision or action is
          intended, in whole or significant part, to promote or benefit the
          System generally even if the decision or action also promotes our
          financial or other individual interest. Examples of items that will
          promote or benefit the System include, without limitation, enhancing
          the value of the Trademarks, improving customer service and
          satisfaction, improving product quality, improving uniformity,
          enhancing or encouraging modernization and improving the competitive
          position of the System.

          G. Any cause of action, claim, suit or demand allegedly arising from
     or related to the terms of this Agreement or the relationship of the
     parties that is not subject to arbitration under Section 10.M must be
     brought in the Federal District Court for the District of Minnesota or in
     Hennepin County District Court, Fourth Judicial District, Minneapolis,
     Minnesota. Both parties irrevocably submit themselves to, and consent to,
     the jurisdiction of said courts. The provisions of this Section will
     survive the termination of this Agreement. You are aware of the business
     purposes and needs underlying the language of this subparagraph, and with a
     complete understanding, agree to be bound in the manner set forth.

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

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

          J. If you are a corporation, partnership, limited liability company or
     partnership or other legal entity, all of your Principal Owners must
     execute the form of undertaking and guarantee at the end of this Agreement.
     Any person or entity that at any time after the date of this Agreement
     becomes a Principal Owner must execute the form of undertaking and
     guarantee at the end of this Agreement.

          K. You and we are independent contractors. Neither party is the agent,
     legal representative, partner, subsidiary, joint venturer or employee of
     the other. Neither party may obligate the other or represent any right to
     do so. This Agreement does not reflect or create a fiduciary relationship
     or a relationship of special trust or confidence.

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

          M. Except as qualified below, any dispute between you and us or any of
     our or your affiliates arising under, out of, in connection with or in
     relation to this Agreement, the parties'

                                       12

<PAGE>

     relationship, or the business must be submitted to binding arbitration
     under the authority of the Federal Arbitration Act and must be arbitrated
     in accordance with the then-current rules and procedures and under the
     auspices of the American Arbitration Association. The arbitration must take
     place in Minneapolis, Minnesota, or at such other place as may be mutually
     agreeable to the parties. The decision of the arbitrators will be final and
     binding on all parties to the dispute; however, the arbitrators may not
     under any circumstances: (i) stay the effectiveness of any pending
     termination of this Agreement; (ii) assess punitive or exemplary damages;
     or (iii) make any award which extends, modifies or suspends any lawful term
     of this Agreement or any reasonable standard of business performance that
     we set.

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

          Nothing in this Agreement bars our right to obtain injunctive relief
     against threatened conduct that will cause us loss or damages, under the
     usual equity rules, including the applicable rules for obtaining
     restraining orders and preliminary injunctions. Furthermore, we and our
     affiliates have the right to commence a civil action against you or take
     other appropriate action for the following reasons: to collect sums of
     money due to us; to compel your compliance with trademark standards and
     requirements to protect the goodwill of the Trademarks; to compel you to
     compile and submit required reports to us; or to permit evaluations or
     audits authorized by this Agreement.

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

          N. During the term of this Agreement, neither we nor you may employ or
     seek to employ, directly or indirectly, any person who is at the time or
     was at any time during the prior 6 months employed in any type of
     managerial position by the other party or any of its subsidiaries or
     affiliates, or by any franchisee in the system, unless the violating party
     compensates the former employer for all losses and expenses incurred in
     losing and replacing the employee up to a maximum of $25,000, plus
     attorneys' fees and expenses. This subparagraph will not be violated if (i)
     at the time we or you employ or seek to employ the person, the former
     employer has given its written consent or (ii) we employ or seek to employ
     the person in connection with the transfer of the Restaurant(s) to us or
     any of our affiliates. The parties acknowledge and agree that any
     franchisee from whom an employee was hired by you in violation of this
     subparagraph shall be a third-party beneficiary of this provision, but only
     to the extent that they may seek compensation from you.

          O. We will designate the "Effective Date" of this Agreement in the
     space provided on the cover page. If no Effective Date is designated on the
     cover page, the Effective Date is the date when we sign this Agreement.

                                       13

<PAGE>

     IN WITNESS WHEREOF, the parties have executed the foregoing Agreement as of
the dates written below.

DEVELOPER:                                FRANCHISOR

                                      ,   BUFFALO WILD WINGS INTERNATIONAL, INC.
--------------------------------------
a
 --------------------------------------

Date:                                     Date:
     ----------------------------------        ---------------------------------


By:                                       By:
   ------------------------------------      -----------------------------------

---------------------------------------   --------------------------------------
      Its:                                   Its:
          -----------------------------          -------------------------------

Witness:
        -------------------------------
            (Please type or print)


Signature:
          ------------------------

Date:
     ----------------------------------


By:
   ------------------------------------
---------------------------------------
   Its:
       --------------------------------

Witness:
        -------------------------------
            (Please type or print)


Signature:
          -----------------------------

                                       14

<PAGE>

                  PERSONAL GUARANTEE AND AGREEMENT TO BE BOUND
                     PERSONALLY BY THE TERMS AND CONDITIONS
                        OF THE AREA DEVELOPMENT AGREEMENT

     In consideration of the execution of the Area Development Agreement by us,
and for other good and valuable consideration, the undersigned, for themselves,
their heirs, successors, and assigns, do jointly, individually and severally
hereby become surety and guarantor for the payment of all amounts and the
performance of the covenants, terms and conditions in the Area Development
Agreement, to be paid, kept and performed by the developer, including without
limitation the arbitration and other dispute resolution provisions of the
Agreement.

     Further, the undersigned, individually and jointly, hereby agree to be
personally bound by each and every condition and term contained in the Area
Development Agreement and agree that this Personal Guarantee will be construed
as though the undersigned and each of them executed an Area Development
Agreement containing the identical terms and conditions of this Area Development
Agreement.

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

     In addition, the undersigned consents and agrees that: (1) the
undersigned's liability will not be contingent or conditioned upon our pursuit
of any remedies against the developer or any other person; and (2) such
liability will not be diminished, relieved or otherwise affected by the
developer's insolvency, bankruptcy or reorganization, the invalidity, illegality
or unenforceability of all or any part of the Area Development Agreement, or the
amendment or extension of the Area Development Agreement with or without notice
to the undersigned.

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

DEVELOPER:
          -----------------------------

PERSONAL GUARANTORS:

---------------------------------------   --------------------------------------
Individually                              Individually

---------------------------------------   --------------------------------------
               Print Name                               Print Name

---------------------------------------   --------------------------------------
                 Address                                  Address

---------------------------------------   --------------------------------------
City             State         Zip Code   City             State        Zip Code

---------------------------------------   --------------------------------------
                Telephone                                Telephone

<PAGE>


---------------------------------------   --------------------------------------
Individually                              Individually

---------------------------------------   --------------------------------------
               Print Name                               Print Name

---------------------------------------   --------------------------------------
                 Address                                  Address

---------------------------------------   --------------------------------------
City             State         Zip Code   City             State        Zip Code

---------------------------------------   --------------------------------------
                Telephone                                Telephone

<PAGE>

                                   APPENDIX A

                      DESCRIPTION OF DEVELOPMENT TERRITORY

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DEVELOPER:                                FRANCHISOR

                                      ,   BUFFALO WILD WINGS INTERNATIONAL, INC.
--------------------------------------


By:                                       By:
   ------------------------------------      -----------------------------------

---------------------------------------   --------------------------------------
   Its:                                      Its:
       --------------------------------          -------------------------------


By:
   ------------------------------------

---------------------------------------
   Its:
       --------------------------------

<PAGE>

                                   APPENDIX B

                              DEVELOPMENT SCHEDULE

     You acknowledge and agree that a material provision of the Area Development
Agreement is that the following number of Buffalo Wild Wings Restaurants must be
opened and continuously operating in the Development Territory in accordance
with the following Development Schedule:

<TABLE>
<CAPTION>
==========================================================================================================
                               Date by Which                                      Cumulative number of
                                 Franchise             Date by Which the         Restaurants Required to
                            Agreement Must be         Restaurant Must be        be Open and Continuously
                              Signed and Site             Opened and            Operating for Business in
                             Approval Request            Continuously                the Development
Restaurant   Restaurant     Must be Submitted            Operating for         Territory as of the Date in
  Number        Type               to us           Business in the Territory        Preceding Column
----------------------------------------------------------------------------------------------------------
<S>          <C>          <C>                      <C>                                    <C>
     1                    Date of this Agreement                                          1
----------------------------------------------------------------------------------------------------------
     2                                                                                    2
----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

==========================================================================================================
</TABLE>

     For purposes of determining compliance with the above Development Schedule,
only the Restaurants actually open and continuously operating for business in
the Development Territory as of a given date will be counted toward the number
of Restaurants required to be open and continuously operating for business.

DEVELOPER:                                FRANCHISOR

                                      ,   BUFFALO WILD WINGS INTERNATIONAL, INC.
--------------------------------------


By:                                       By:
   ------------------------------------      -----------------------------------

---------------------------------------   --------------------------------------
   Its:                                      Its:
       --------------------------------          -------------------------------


By:
   ------------------------------------

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   Its:
       --------------------------------

<PAGE>

                              BUFFALO WILD WINGS(R)
                      DEVELOPER INCENTIVE PACKAGE ADDENDUM

     This Addendum is appended to, and made a part of, the BUFFALO WILD WINGS
Area Development Agreement, dated                (the "Development Agreement"),
                                  --------------
between BUFFALO WILD WINGS INTERNATIONAL, INC. ("we" or "us") and
                                                                  --------------
                 ("you"). Capitalized terms not defined in this Addendum have
----------------
the meanings given to them in the Development Agreement. In the event of any
conflict between the terms of this Addendum and those in the Development
Agreement, the terms of this Addendum will control.

The Development Agreement is hereby amended as follows:

1.   Development Fee. The Development Fee will be $             . There will be
                                                   -------------
     no Initial Franchise Fee charged for the Restaurants you develop under this
     Addendum.

2.   Waiver of Continuing Franchise Fee. Subject to the terms and conditions of
     this Addendum and of the Development Agreement, for each Restaurant you
     open on time in accordance with the Development Schedule, we will waive the
     Continuing Fee otherwise due under the Franchise Agreement for each
     Restaurant for the first 12 months of operation. If you fail to open a
     Restaurant on time, we will not waive the Continuing Fee for that
     Restaurant, or for any future Restaurants opened under this Addendum.
     Further, if you default under the Franchise Agreement for a Restaurant
     within the first 12 months of operation for any reason whatsoever, you must
     pay the Continuing Fee for that Restaurant from the date we issue you
     written notice of default, even though you may subsequently cure the
     default.

3.   Additional Term. If you fully comply with the Development Schedule during
     the initial term of the Development Agreement, we will extend the term for
     an additional      year(s), subject to earlier termination as provided in
                   ----
     Section 7 of the Development Agreement. During this extension, you will
     have the option to develop and operate as many additional Restaurants
     within the Designated Territory as you choose, subject to the terms and
     conditions of the Development Agreement and this Addendum. All additional
     Restaurants for which you exercise your option must be open prior to the
     expiration of the additional term. We will not charge you an Initial
     Franchise Fee for these additional Restaurants; however, you must pay the
     Continuing Fee for each Restaurant from the date of opening.

4.   Development and Training Staff. Within 6 months after the date of this
     Addendum, you must employ and maintain for the remaining term of this
     Addendum a full-time development executive, who satisfactorily meets our
     development executive requirements. Your development executive will be
     responsible to . supervise the development process for your Restaurants. To
     qualify for the position, your development executive must, at a minimum,
     have prior experience in developing a similar number of restaurants or
     lodging facilities over a similar development period. You must replace your
     development executive if he is unable to perform the functions necessary to
     satisfy your obligations under this Addendum and the Development Agreement.

     Prior to opening your eighth Restaurant under this Addendum you must
     employ, and maintain for the remaining term of this Addendum, a
     professional training executive, who has completed to our satisfaction our
     training requirements and otherwise meets our training executive standards.
     Your training executive also must attend and successfully complete any
     ongoing training we may require. Your training executive will be
     responsible for supervising the training of your employees and the opening
     of your Restaurants. You must replace your professional training executive
     if he is unable to perform the functions necessary to satisfy your
     obligations under this Addendum and the Development Agreement.

<PAGE>

5.   Training Facilities. One of the first 3 Restaurants you develop must
     contain facilities, approved by us, adequate for the proper training of
     employees who work at your Restaurants (a "Training Store"). You must have
     one approved Training Store for each 12 Restaurants you develop under the
     Development Agreement and this Addendum. Once developed, a Training Store
     must remain open for the remaining term of the Development Agreement.

     It is the intention of the parties that, by the time you open your fourth
     Restaurant under the Development Agreement and this Addendum, you will be
     self-sufficient with respect to the training of your Restaurant employees
     and the opening of your Restaurants. You agree, at your cost, to acquire
     the facilities and personnel and to take such other actions as are
     necessary to accomplish these goals. We will have no obligation to provide
     any initial training or opening assistance for the fourth and subsequent
     Restaurants you open under this Addendum.

6.   Management Structure. Prior to the opening of your fourth Restaurant, you
     must submit and receive our approval for your regional operational
     management structure for all Restaurants to be opened under this Addendum.

7.   Site Selection. We have the right to require you to use a site selection
     model or tools, including any software, designated by us in the selection
     of sites for your Restaurants. You must pay all costs and fees associated
     with your use of a designated site selection model or tools.

8.   Compliance Month Bank. To assist you in remaining in compliance under the
     Development Schedule, you will have a bank of months to cover a late
     opening of a Restaurant. You will begin with a credit of     months. For
                                                              ---
     each month that you open a Restaurant prior to the scheduled opening date,
     one month will be added to your bank. Partial months are credited and
     deducted as half months. If any Restaurant is opened after its scheduled
     opening date, months will be deducted from your bank and, provided that you
     have a sufficient number of months available in your bank to cover the
     number of months that you are late in opening your Restaurant, you will
     still be deemed to, be in compliance with your Development Schedule. For
     example, if you begin with 10 months in your Compliance Month Bank and you
     open your first Restaurant two months early but your Second Restaurant two
     weeks after the scheduled opening date, your Compliance Month Bank will
     contain 111/2months from which you may draw upon if any future Restaurants
     open after the scheduled opening date.

9.   Press Release. We may hire, at our own cost, a public relations firm to
     prepare an article on you and the execution of the Development Agreement to
     be released in such publications as we deem appropriate. You agree to be
     interviewed and otherwise assist us and the firm we hire in the preparation
     of the article. Prior to any public release, we will send you a copy of the
     article for your approval. You will have 10 days from the date we send you
     the article to raise any objections to it. You will not be entitled to any
     compensation for the preparation or use of the article. Furthermore, you
     and your Principal Owner hereby release us and our affiliates of all and
     any claims arising out of or relating to the article, its content, use or
     publication.

     IN WITNESS WHEREOF, the parties have executed this Addendum as of the date
first written above.

DEVELOPER:                                FRANCHISOR

                                      ,   BUFFALO WILD WINGS INTERNATIONAL, INC.
--------------------------------------


By:                                       By:
   ------------------------------------      -----------------------------------

<PAGE>


---------------------------------------   --------------------------------------
   Its:                                      Its:
       --------------------------------          -------------------------------


By:
   ------------------------------------
---------------------------------------
   Its:
       --------------------------------