Exhibit (10)(cc)
                                                                ----------------


                              AMENDED AND RESTATED
                  LIMITED PARTNERSHIP CERTIFICATE AND AGREEMENT
                  ---------------------------------------------

         THIS  AMENDED  AND  RESTATED   LIMITED   PARTNERSHIP   CERTIFICATE  AND
AGREEMENT,  (the  "Agreement"),  made and entered  into this _1st_ day of March,
2006, by and among FLANIGAN'S  ENTERPRISES,  INC., a Florida  corporation,  (the
"General Partner"), FLANIGAN'S MANAGEMENT SERVICES, INC., a Florida corporation,
a limited partner, and all other parties who shall execute this Agreement or any
counterpart   thereof,   as  limited  partners,   collectively,   (the  "Limited
Partners").  The Limited  Partners,  as  constituted  from time to time, and the
General Partner are sometimes herein collectively referred to as the "Partners".

                              W I T N E S S E T H :
                              ---------------------

         WHEREAS, on or about September 22, 1995, FLANIGAN'S ENTERPRISES,  INC.,
a Florida  corporation,  as General  Partner,  and HOTEL  PROPERTIES,  LTD.,  as
limited partner,  entered into a Limited  Partnership  Certificate and Agreement
for the purpose of forming a limited partnership pursuant to the Uniform Limited
Partnership Act of the State of Florida. The limited partnership is known as CIC
INVESTORS  #13,  LTD.,  was duly filed  with the  Secretary  of State,  State of
Florida on November 29, 1995 and is in good standing; and

         WHEREAS,  the  Partners  desire to amend and  restate  the terms of the
Limited Partnership  Certificate and Agreement through this Amended and Restated
Limited  Partnership

                                       1
<PAGE>

Certificate  and  Agreement,  including but not limited to  re-capitalizing  the
Limited Partnership, (the "Partnership").

         NOW THEREFORE, intending to be legally bound hereby, the Partners agree
as follows:

                                    ARTICLE I
                                   DEFINITIONS

         The following  terms used in this  Agreement  shall  (unless  otherwise
expressly provided herein or unless the context clearly requires otherwise) have
the following meanings:

         1.1 Additional Capital Balance.  The Additional Capital  Contributions,
             --------------------------
if any,  of the  General  Partner,  as  reduced  from  time to time by all  cash
distributions  to such  General  Partner  which,  pursuant  to the terms of this
Agreement, are in reduction of the General Partner's Additional Capital Balance,
and as increased from time to time by any  contributions  of the General Partner
which are Additional Capital Contributions.

         1.2 Additional Capital Contributions. Any additional cash contributions
             --------------------------------
of the General Partner to the capital of the Partnership pursuant to Section 3.5
hereof.

         1.3 Agreement. This Limited Partnership Certificate and Agreement.
             ---------

         1.4 Capital Balance. The Initial Capital Contribution made by a Partner
             ---------------
in cash and the fair market value of any contributions in kind, (as set forth in
this Agreement),  as reduced from time to time by all cash distributions to such
Partner which,  pursuant to the terms of this  Agreement,  are in reduction of a
Partner's Capital Balance.

         1.5 Capital  Commitment.  The Capital  Commitment  with  respect to any
             -------------------
Limited Partner is his obligation to contribute the aggregate  amount to be paid
for the Units (computed at the rate of $5,000.00 per Unit) subscribed for by him
pursuant  to his  Subscription  Agreement

                                       2
<PAGE>

and set opposite his name on the signature page attached to this Agreement,  and
with  respect to the General  Partner,  is its  obligation  to make its original
Capital Contribution pursuant to Section 3.1 hereof.

         1.6 Initial Capital Contribution. The Contribution made by each Partner
             ----------------------------
pursuant to its Capital Commitment.

         1.7 Code. The Internal Revenue Code of 1954, as amended.
             ----

         1.8 General  Partner.  The General  Partner is FLANIGAN'S  ENTERPRISES,
             ----------------
INC. or any successor general partner as provided herein.

         1.9 General Partner's  Capital.  The combined total Capital Balance and
             --------------------------
Additional Capital Balance of the General Partner.

         1.10 Law. The Uniform  Limited  Partnership Act of the State of Florida
              ---
in effect from time to time during the term hereof.

         1.11  Limited  Partner.  The Limited  Partners  hereunder  and any such
               ----------------
persons admitted to the Partnership as substituted Limited Partners.

         1.12 Limited Partners' Capital. The total of the Capital Balance of all
              -------------------------
Limited Partners.

         1.13 Limited Partner Percentage.  In respect of any Limited Partner the
              --------------------------
percentage  obtained by  converting  to a  percentage  the  fraction  having the
Initial Capital Contribution of such Limited Partner as its numerator and having
the Limited Partners' Capital as its denominator.

         1.14 Net Cash Flow. Net Cash Flow of the Partnership, with respect to a
              -------------
fiscal period, shall mean Net Income of the Partnership for such period, reduced
by (i) any  repayments  of  principal  on loans of the  Partnership,  (excluding
General  Partner's Loans, the principal

                                       3
<PAGE>

amounts  of which are  payable  out of Net Cash Flow as stated in  Article  VIII
hereof),  (ii) any capital  expenditures  and prepaid expenses to the extent not
included in the determination of Net Income,  (iii) any Net Sale Proceeds to the
extent  included  in  the  determination  of Net  Income,  and  (iv)  reasonable
additions to a reserve,  (as  determined  in the sole  discretion of the General
Partner);  and  increased  by any  receipts  by the  Partnership  which  are not
included in the determination of Net Income.

         1.15 Net  Income.  Net Income of the  Partnership  with  respect to any
              -----------
fiscal  period shall mean the excess of the gross sales for such period over all
operating  expenses  for  such  period,  as  those  terms  are  defined  herein,
determined on an accrual basis and determined without regard to amounts deducted
by the  Partnership  for cost  recovery of tangible  assets or  amortization  of
capitalized or other capital accounts.

         1.16 Net Loss. Net Loss of the  Partnership  with respect to any fiscal
              --------
period shall mean that excess of all operating expenses for such period over the
gross sales for such period, as those terms are defined herein, determined on an
accrual  basis  and  determined  without  regard  to  amounts  deducted  by  the
Partnership  for cost recovery of tangible assets or amortization of capitalized
expenditures or other capital accounts.

         1.17 Net Sale Proceeds.  The proceeds  realized by the Partnership upon
              -----------------
the sale,  exchange or other  disposition of all or any substantial  part of the
Partnership property,  net of expenses incident to such sale, the payment of any
Partnership   indebtedness  secured  by  or  related  to  any  such  assets  and
satisfaction  of any right of any  creditor  of the  partnership  (other  than a
Partner) to receive such proceeds.

         1.18 Participation  Percentage.  Throughout the term of this Agreement,
              -------------------------
the  Participation  Percentage  of the Limited  Partners is fifty  percent (50%)
(allocated  to each Limited

                                       4
<PAGE>

Partner  in  proportion  to  his  Limited   Partnership   Percentage)   and  the
Participation Percentage of the General Partner is fifty percent (50%).

         1.19 General Partner's Loans. All amounts loaned by the General Partner
              -----------------------
to the Partnership pursuant to Section 3.5 hereof.

         1.20 Subscription  Agreement.  The Instrument by which each prospective
              -----------------------
Limited Partner agrees to purchase Units.

         1.21 Substitute Limited Partner. A person admitted to all of the rights
              --------------------------
of a Limited  Partner who has died or assigned his interest in the  Partnership,
or in the  case of a  Limited  Partner  that is a  partnership,  joint  venture,
association,  corporation  or trust,  that has been  dissolved  or assigned  its
interest in the Partnership.

         1.22 Unit. A Unit means an interest of a Limited Partner in the Limited
              ----
Partners'  Capital of the  Partnership  with an original  subscription  value of
$5,000.00.


                                   ARTICLE II
                                   ----------
                             THE LIMITED PARTNERSHIP
                             -----------------------

         2.1 Existence of Partnership. The parties hereto agree and by execution
             ------------------------
of this Agreement join as parties to the Partnership and further acknowledge and
agree that the  Partnership  was formed pursuant to Chapter 620, et seq., of the
Florida Statutes,  entitled "Uniform Limited Partnership Act" ("Law"), which Law
governs the rights and  liabilities of the parties  hereto,  except as otherwise
herein expressly stated.

         2.2 Partnership Name. The name of the Partnership is CIC INVESTORS #13,
             ----------------
LTD. The General  Partner,  in its sole  discretion,  may change the name of the
Partnership  at any

                                       5
<PAGE>

time and from time to time. The General Partner and the Limited  Partners hereto
shall  promptly  execute and the General  Partner shall file and record with the
proper offices in each state,  including any political  subdivision  thereof, in
which  the  Partnership  does,  or  elects  to do,  business  and  publish  such
certificates  or other  statements or instruments as are required by the Limited
Partnership Law, Beverage Regulations,  Fictitious Name Law, Assumed Name Law or
any other similar statute in effect from time to time in such state or political
subdivision in order to validly conduct the business of the Partnership  therein
as a limited partnership.

         2.3 Character of Business and Purpose of the Partnership.  The business
             ----------------------------------------------------
and  purpose  of the  Partnership  shall  be to  own,  renovate  and  operate  a
restaurant  located at 11415 S. Federal Highway,  Pinecrest,  Miami-Dade County,
Florida, (the "Business"), but specifically excludes any interest of any kind in
the property owned by the landlord.

         2.4 Principal Place of Business. The principal place of business of the
             ---------------------------
Partnership shall be at 5059 NE 18th Avenue, Fort Lauderdale, Florida 33334. The
General  Partner may change the  principal  place of business or establish  such
other place or places of business for the  Partnership  as it may,  from time to
time, deem necessary or appropriate,  provided however, that the General Partner
shall give the Limited Partners notice of any change of address of the principal
place of  business of the  Partnership  at least ten (10) days prior to any such
change.
         2.5 Term of  Partnership.  The  Partnership  shall commence on the date
             --------------------
that this  Agreement has been filed in accordance  with the provision of the Law
and shall continue until the earlier of the following:

         (i)      Failure of the  Partners to have a liquor  license  issued for
                  the  Business  by the  Division  of  Alcoholic  Beverages  and
                  Tobacco within ninety (90) days of the date of this Agreement;
                  or

         (ii)     Revocation  of the  liquor  license  for the  Business  by the
                  Division of  Alcoholic  Beverage  and Tobacco  followed by the
                  inability  of the  Partners,  after the exercise

                                       6
<PAGE>

                  of their  best  efforts,  to cause such  liquor  license to be
                  reinstated within a ninety (90) day period; or

         (iii)    Dissolution  or  termination  pursuant  to the  provisions  of
                  Article X of this Agreement.

         2.6      Names and Residences of Partners.
                  --------------------------------

                  A.       The name and address of the General Partner is:

                           Flanigan's Enterprises, Inc.
                           5059 NE 18th Avenue
                           Fort Lauderdale, Florida 33334

                  B.       The names and  places of  residences  of the  Limited
                           Partners  are  set  forth  on  the  signature   pages
                           attached  hereto together with those persons who may,
                           from time to time, be admitted by the General Partner
                           as Substitute Limited Partners in accordance with the
                           terms of this Agreement.

         2.7 Nature of Partners' Interests. The interests of the Partners in the
             -----------------------------
Partnership shall be personal  property for all purposes.  All property owned by
the  Partnership,  whether real or personal,  tangible or  intangible,  shall be
owned by the Partnership as an entity and no Partner,  individually,  shall have
any ownership of such property.

         2.8  Non-Partition.  No Partner shall be entitled to seek  partition of
              -------------
any Partnership property.


                                   ARTICLE III

                             CAPITAL CONTRIBUTIONS;
                        ADDITIONAL CAPITAL CONTRIBUTIONS;
                          GENERAL PARTNER'S LOANS; AND
                  REIMBURSEMENT OF EXCESS CAPITAL CONTRIBUTION
                  --------------------------------------------

         3.1  General  Partner.  The General  Partner  shall  contribute  to the
              ----------------
Partnership  cash in an amount  equal to one percent  (1%) of the total  Initial
Contributions of the Partners and other property as set opposite its name on the
signature page attached to this Agreement.

                                       7
<PAGE>

         3.2 Limited  Partners.  The Limited Partners' Capital shall be measured
             -----------------
in terms of Units and a Limited Partner shall contribute $5,000.00 for each Unit
purchased.  Each Limited  Partner shall purchase a minimum of one (1) Unit. Each
Limited  Partner shall  contribute  to the  Partnership  as his Initial  Capital
Contribution  an amount  equal to the amount of his  Capital  Commitment  as set
forth in the Subscription Agreement executed by him and set opposite his name on
the signature page attached to this Agreement.  The amount of Capital Commitment
shall be paid in cash by the Limited  Partner upon execution and delivery of the
Subscription Agreement.

         3.3 Capital Accounts. The Partnership will maintain for each Partner an
             ----------------
account to be designated "Capital Account", to which will be added the Partner's
Initial Capital Contribution,  Additional Capital Contributions and distributive
share of the profits of the Partnership,  and against which will be deducted the
Partner's   distributive  share  of  the  losses  of  the  Partnership  and  all
distributions made to the Partner. A Partner's Capital Account may, at any point
in time, be the same as or different from such Partner's Capital Balance and may
have a negative balance  resulting from the Partner's share of distributions and
losses in excess of the Partner's  Initial Capital  Contribution  and Additional
Capital Contributions.

         3.4  Use of  Capital  Contributions  and  Loans.  The  Initial  Capital
              ------------------------------------------
Contributions of the Partners, all proceeds of Partnership  borrowings,  and any
Additional  Capital  Contributions  or General  Partner's Loans made pursuant to
this Agreement, shall be used to change and convert the business premises of the
Business to the General Partner's  "Flanigan's Seafood Bar and Grill" restaurant
concept and as working capital.

                                       8
<PAGE>

         3.5      Additional Capital Contributions and General Partner's Loans.
                  ------------------------------------------------------------

                  A. Other than as  expressly  set forth in this Article III, no
Limited  Partner shall be required or permitted to make any  Additional  Capital
Contributions, Partner's Loans, or other contributions, loans or advances to the
Partnership;  however,  the General  Partner may make,  in its sole  discretion,
Additional Capital Contributions, Loans, or advances to the Partnership.

                  B.  If  the  General   Partner   advances  any  funds  to  the
Partnership  after the date of this Agreement  (except in the case of Additional
Capital  Contributions),  such  advances  will be treated  as General  Partner's
Loans, will not increase the General Partner's Participation Percentage, and the
amount thereof will be a debt due from the  Partnership to the General  Partner,
entitled  to the  priorities  described  in Sections  8.1 and 8.2 hereof,  to be
repaid with such interest as provided.

         3.6 Withdrawal of Capital.  Prior to the dissolution and liquidation of
             ---------------------
the  Partnership,  no  Partner  shall  have the  right,  during  the term of the
Partnership,  to require the return of all or any portion of his Initial Capital
Contribution, except that distributions made in accordance with Article VIII may
represent  in  whole  or in  part a  return  of  capital.  Upon  any  return  of
partnership capital this Agreement shall be amended as provided by the Law.

         3.7  Interest on Capital  Contributions.  No interest  shall be payable
              ----------------------------------
with respect to any capital contributed to the Partnership.

         3.8 No Priority Among Limited  Partners.  No Limited Partner shall have
             -----------------------------------
any  priority  over any other  Limited  Partner as to the return of his  Initial
Capital  Contribution or as to compensation by way of income or as to allocation
of profits and losses or distributions of cash.

                                       9
<PAGE>

         3.9 Excess Capital  Contribution.  In the event that the cost to change
             ----------------------------
and convert the business  premises of the Business,  including both cash and the
fair market value of any property  contributed in kind,  reasonable reserves and
organizational  costs hereof do not equal or exceed Three  Million Three Hundred
Thousand  Dollars  ($3,300,000.00),  any excess shall be returned to the Limited
Partners,  pro-rata,  as a partial refund of their Initial Capital Contribution.
Upon any  return of  partnership  capital,  this  Agreement  shall be amended as
required by Law.

                                   ARTICLE IV

                                LIMITED PARTNERS
                                ----------------

         4.1 Limited Liability of Limited Partners.  No Limited Partner shall be
             -------------------------------------
liable for any of the losses, debts or obligations of the Partnership beyond the
amount of his Capital Commitment or be required to contribute any capital beyond
his Capital  Commitment,  or be  required to lend any funds to the  Partnership,
except  that a Limited  Partner  may be  required by law to return any or all of
that portion of his Initial Capital  Contribution  which has been distributed to
him, with  interest,  if necessary to discharge  Partnership  liabilities to all
creditors  who  extended  credit or whose  claims  arose prior to such return of
capital.

         4.2 Restrictions on Limited Partners.
             --------------------------------

         A. No Limited  Partner shall  participate in the management and control
of the business of the  Partnership,  transact any business for the Partnership,
or attempt to do so; and

         B. No Limited  Partner shall have the power to  represent,  sign for or
bind the General Partner or the Partnership.

         4.3 Rights and Powers of Limited Partners.
             -------------------------------------

         A. Any  Limited  Partner  may engage in or own an interest in any other
business ventures which may be engaged in the same or similar businesses as that
of the Partnership.

                                       10
<PAGE>

         B. Each Limited  Partner shall be entitled to  participate  in meetings
regarding the affairs of the Partnership and to do all other things with respect
to the business and affairs of the Partnership permitted by the Law.

         4.4 Admission of Additional  Limited  Partners.  No additional  Limited
             ------------------------------------------
Partners  shall be  admitted  to the  Partnership;  provided  however,  that the
General Partner may admit  Substitute  Limited  Partners at any time pursuant to
Article IX.

                                    ARTICLE V

                                 GENERAL PARTNER
                                 ---------------

         5.1 Rights and Powers.
             -----------------

         A. The General  Partner shall have the full and  exclusive  discretion,
right and power to manage,  control and operate  the  Partnership  and to do all
things  necessary to operate the Business.  The General Partner shall change and
convert  the  existing  facility  to its  "Flanigan's  Seafood  Bar  and  Grill"
restaurant  concept.  During the term of this  Agreement  and while the  General
Partner  continues to act in the capacity of General Partner of the Partnership,
and while the Partnership continues to pay a servicemark fee equal to three (3%)
percent of gross sales from the Business, as provided in Section VII hereof, but
not  thereafter,  the General  Partner shall permit the  Partnership  to use the
servicemark  "Flanigan's  Seafood  Bar and  Grill"  for the  Business  and shall
supervise  the day to day  operation  of the  same  under  the same  format  and
standards  as  used  in  its  existing   "Flanigan's   Seafood  Bar  and  Grill"
restaurants.  The Business shall include exclusive  management of the restaurant
located  within the  business  premises for the service of lunch and dinner each
day.

         B. The General  Partner is  specifically  authorized and empowered,  on
behalf of the  Partnership,  and  without  any  further  consent of the  Limited
Partners,  to do any act or execute any

                                       11
<PAGE>

document or enter into any contract or any agreement of any nature  necessary or
desirable,  in the sole discretion of the General  Partner,  in pursuance of the
business  and  purposes  of the  Partnership,  including  but not limited to the
operation of the Business. Without limiting the generality of the foregoing, and
subject to the  provisions  of Section 5.2, the General  Partner  shall have the
following  rights and powers to act on behalf of the  Partnership,  which it may
exercise at the cost, expense and risk of the Partnership:

         (i)      Purchase such furniture,  fixtures and equipment and make such
                  leasehold  improvements as are required by the General Partner
                  for the renovation of the business premises of the Business.

         (ii)     Place  record  title to, or the right to use,  the property or
                  other  assets  of the  Partnership  in the  name or names of a
                  nominee or nominees for any purpose  convenient  or beneficial
                  to the Partnership.

         (iii)    Execute  contracts,  leases,  licenses,  options  to  lease or
                  purchase,  rental  agreements,   concession  agreements,   use
                  agreements  and the like,  of and with respect to  Partnership
                  property.

         (iv)     Make elections  under the tax laws of the United States or any
                  state as to the treatment of Partnership income,  gains, loss,
                  deduction and credit, and as to all relevant matters.

         (v)      Provide or  contract  for such  management  services as may be
                  required for the operation of the Business,  including but not
                  limited  to  full  payroll   services,   all   accounting  and
                  bookkeeping services for the operation of the Business,  as an
                  expense  of  the  Business,  (including  the  preparation  and
                  forwarding of monthly sales tax returns, monthly liquor excise
                  taxes and  annual  federal  partnership  returns),  and prompt
                  payment of all bills  incurred in the normal  operation of the
                  Business.

         (vi)     Establish overall business policy and objectives.

         (vii)    Provide  overall  executive  supervision  of operations of the
                  Business.

         (viii)   Generally  supervise  employees and others performing services
                  for the benefit of and in the operation of the Business.

         (ix)     Provide advise and arrange for advertising,  display and sales
                  promotion of the Business.

                                       12
<PAGE>

         (x)      Oversee  the  operation  of  the  Business  in  the  areas  of
                  management, sales and purchasing.

         (xi)     Arrange for the  supervision  of the daily  operations  of the
                  Business  with   responsibility  for  (1)  hiring  and  firing
                  employees   and   other   service   personnel,    (2)   salary
                  administration  and  compensation   policies,   (3)  incentive
                  programs,  (4) inventory purchase and control,  (5) pricing of
                  all goods  and  services,  (6)  business  procedures,  and (7)
                  controlling daily operational expenses.

         (xii)    Keep the Business insured against liability claims arising out
                  of the operation of the restaurant, as an operating expense of
                  the Business,  with  insurance  coverage in an amount not less
                  than One  Million  Dollars  ($1,000.000.00),  combined  single
                  limit, including liquor liability and products liability.  The
                  General  Partner shall cause the  Partnership,  itself and the
                  landlord of the business  premises,  to be named as additional
                  insureds  on the  liability  insurance  policy and provide the
                  Partnership,  itself and the landlord of the business premises
                  with  Certificates  of Insurance as evidence of its compliance
                  with the provisions hereof.

         (xiii)   Purchase and maintain worker's compensation  insurance for the
                  employees  of the  Business,  as an  operating  expense of the
                  Business.

         (xiv)    Keep the business premises  reasonably  insured against damage
                  by  fire  and  other   casualty  and  maintain   insurance  in
                  accordance  with the  provisions of the Lease for the business
                  premises.  The General  Partner  shall cause the  Partnership,
                  itself and the landlord of the  business  premises to be named
                  as additional  insureds on the property  insurance  policy and
                  provide  the  Partnership,  itself  and  the  landlord  of the
                  business  premises with  Certificates of Insurance as evidence
                  of its compliance with the provisions hereof.

         (xv)     Keep the  personal  property,  fixtures  and  equipment of the
                  Business  reasonably  insured against damage by fire and other
                  casualty,  in an amount equal to its highest  insurable value,
                  with  replacement  cost  endorsement,  as an  expense  of  the
                  Business.

         (xvi)    Keep the Business  reasonably insured against loss of business
                  due to fire and  other  casualty  with  business  interruption
                  insurance,  in an  amount  to be  determined  by  the  General
                  Partner, as an expense of the Business.

         (xvii)   Arrange  and pay  all  charges  for  telephone  services,  all
                  utilities,  including without limitation,  electrical, gas and
                  water,  and cable or other electronic  transmission  necessary
                  for operation of the Business, as an expense of the Business.

         (xviii)  Arrange for trash collection and removal from the Business, as
                  an expense of the Business.

                                       13
<PAGE>

         (xix)    Make  all  normal  repairs  and  replacements  to the  kitchen
                  equipment   and   interior,   external,   non-structural   and
                  structural  repairs and  replacements  of the Business and the
                  business premises, in order to keep the same in good condition
                  and good working order to the extent that the General  Partner
                  deems it necessary  and in accordance  with the  provisions of
                  the Lease for the business premises.

         (xx)     To pay, collect, compromise, arbitrate, resort to legal action
                  or  otherwise  adjust  claims or  demands  of or  against  the
                  Partnership.

         (xxi)    To borrow  money for any  Partnership  purpose and to make all
                  required  payments of  principal  and  interest  with  respect
                  thereto.

         (xxii)   To timely  comply with and abide by all of those  obligations,
                  terms,  covenants and conditions  imposed upon the Partnership
                  as  tenant  of the  Lease  for the  business  premises  of the
                  Business,  including but not limited to the timely  payment of
                  rent, as an expense of the Business.

         (xxiii)  To promptly comply with,  execute and fulfill all governmental
                  statutes,   ordinances  and  regulations   applicable  to  the
                  Partnership in connection with the Business, including without
                  limitation,  all orders and requirements  imposed by the Board
                  of Health,  sanitation,  fire and police departments including
                  without  exception  those for the  correction,  prevention and
                  abatement  of  nuisances  in or upon  or  connected  with  the
                  business  premises  of  the  Business,  as an  expense  of the
                  Business.

         The General Partner shall be responsible for the procurement and hiring
of all  employees,  agents  and  independent  contractors  required  for on site
operation on a day to day basis  including,  but not limited to, a manager.  The
General  Partner shall control all of the day to day  operations of the Business
and shall handle all  negotiations,  complaints,  objections  and other  matters
involving the operation of the  Business,  the patrons of the Business,  and the
employees  and staff or any  sublessee  of or  operator  of any  portion  of the
Business in connection  with  activities at the  Business.  The General  Partner
shall hire,  instruct,  maintain and supervise  personnel to properly  staff the
Business and shall maintain the Business, the interior, exterior, non-structural
and  structural  portions of the  building it  occupies,  its  fixtures  and its
premises in a reasonable manner and condition, keeping it clean and serviceable,
including arranging for janitorial  services as an expense of the Business.  The
General Partner shall have the full  responsibility  to collect for all

                                       14
<PAGE>

services and sales from the Business,  except as hereinafter  provided, to daily
deposit all receipts in bank account(s) designated by the General Partner, shall
arrange for advertising  for the Business to the extent deemed  desirable by the
General Partner and maintain all necessary  licenses,  including liquor license,
and permits required in connection with the operation of the Business.  The cost
of such activities,  including  license renewal fees,  incurred for the Business
shall be borne by the Business.

         In discharging the foregoing duties,  the General Partner shall act and
conduct the Business in a reasonable manner. In order for the General Partner to
have the greatest  opportunity to discharge such duties and to maximize  profits
from the Business,  the Limited  Partners shall cooperate fully with the General
Partner and shall promptly  provide the General Partner with all information and
assistance  as the  General  Partner  may  reasonably  request  pursuant to this
Agreement. The General Partner shall devote such time to the Business as, in its
judgment,  the supervision of the Business shall reasonably  require,  but shall
not be  obligated  to do or  perform  any act or  thing in  connection  with the
Business not expressly set forth herein.

         5.2 Certain Limitations. In addition to other acts expressly prohibited
             -------------------
by this  Agreement  or by the  Law,  the  General  Partner  shall  not  have any
authority to:

         A. Do any act in contravention of this Agreement;

         B. Do any act which would make it impossible to operate the Business or
to otherwise  carry on the  ordinary  business of the  Partnership  or any phase
thereof, except as expressly provided in this Agreement;

         C. Assign the rights of the Partnership in specific  property for other
than a Partnership purpose;

                                       15
<PAGE>

         D.  Admit a person  or  entity  as a  General  Partner  or as a Limited
Partner, except as otherwise provided in this Agreement;

         E. Knowingly or willingly do any act which would cause the  Partnership
to become an association taxable as a corporation;

         5.3 Contracts with Affiliates. Except as herein specified, all services
             -------------------------
which the General  Partner is not  obligated to perform  under the terms of this
Agreement and the  materials  necessary for the operation of the Business may be
provided  by the  General  Partner,  or any entity  affiliated  with the General
Partner,  and the General  Partner  shall be  compensated  for such  services or
materials on such terms and conditions no less  favorable than those  obtainable
in the marketplace, and such amounts shall be deemed to be operating expenses of
the Business.

         5.4 Liability of General  Partner.  The General Partner shall be liable
             -----------------------------
to the Limited Partners for willful  misconduct,  bad faith or gross negligence,
but shall not be liable for errors in judgment or for any acts or omissions that
do not constitute  willful  misconduct,  bad faith or gross  negligence.  In all
transactions for or with the Partnership,  the General Partner shall act in good
faith and for the benefit of the  Partnership.  The Limited  Partners shall look
solely to the assets of the  Partnership for the return of their Initial Capital
Contributions  and if the assets of the  Partnership  remaining after payment or
discharge of the debts and liabilities of the  Partnership  are  insufficient to
return such Initial Capital  Contributions,  they shall have no recourse against
the General Partner for such purpose.  The doing of any act or the failure to do
any act by the General Partner,  the effect of which may cause or result in loss
or damage of the  Partnership,  if done  pursuant to advise of legal  counsel or
accountants employed by the General Partner on behalf of the Partnership,  shall
be  conclusively  presumed not to constitute  willful  misconduct,  bad faith or
gross negligence on the part of the General Partner.

                                       16
<PAGE>

         5.5 Indemnification. The General Partner, including any employee of the
             ---------------
General Partner,  shall not be liable for, and to the extent of its assets,  the
Partnership  shall indemnify the General  Partner or any such employee,  against
liabilities  arising  out of  their  activities  as or for the  General  Partner
resulting  from  errors in  judgment  or any acts or  omissions,  whether or not
disclosed,  unless caused by willful misconduct,  bad faith or gross negligence;
provided,  however,  that this  provision  shall not  constitute a waiver by the
Limited Partners of any rights it may have under applicable securities laws.

                                   ARTICLE VI

                        ALLOCATION OF PROFITS AND LOSSES
                        --------------------------------

         6.1 General.  All Partnership items of income,  gain, loss,  deduction,
             -------
credits, or tax preference items, (the "Tax Incidents"),  shall be determined as
of the end of each fiscal  year.  As between a Partner and his  transferee,  Tax
Incidents for any fiscal year (or portion thereof,  as the case may be) shall be
apportioned  in  accordance  with  the  ratio  that  the  number  of days in the
Partnership  fiscal year prior to the  effective  date of transfer  bears to the
number of such days thereafter (including the effective date of the transfer).

         6.2 Allocation. The Tax Incidents shall be allocated as follows:
             ----------

         A.  Cost   recovery   deductions,   amortization   expense   (including
amortization of start up costs,  intangible  assets, or other capital accounts),
investment tax credits (including recapture of investment tax credits),  and tax
preference  items shall be allocated  ninety-nine  percent  (99%) to the Limited
Partners  and one percent  (1%) to the General  Partner (in  proportion  to each
Partner's  Initial  Capital  Contribution),  if  incurred  with  respect  to the
expenditure by the Partnership of the aggregate Initial Capital Contributions of
the  Partners,  (which  shall be  deemed

                                       17
<PAGE>

expended prior to any other amounts available to the Partnership),  otherwise to
the Partners in accordance with their respective Participation Percentages.

         B. Gains and losses from (i) sale, exchange or other disposition of all
or any substantial part of the Partnership property, or (ii) from liquidation of
the Partnership  property  following  dissolution,  as the case may be, shall be
allocated on an asset by asset basis, as follows:

         (1)      Gains,   to  the  extent  of  cost   recovery   deductions  or
                  amortization  expense claimed by the Partnership  with respect
                  to the particular Partnership assets which are sold, exchanged
                  or  otherwise  disposed  of,  shall be  allocated  ninety-nine
                  percent (99%) to the Limited  Partners and one percent (1%) to
                  the General  Partner (in proportion to each Partner's  Initial
                  Capital  Contribution),  if realized  with respect to an asset
                  acquired by the  Partnership  through the  expenditure  of the
                  aggregate  Initial  Capital  Contributions  of  the  Partners,
                  (which  shall be deemed  expended  prior to any other  amounts
                  available  to the  Partnership),  otherwise to the Partners in
                  accordance with their respective Participation Percentages;

         (2)      Gains in excess of cost recovery  deductions  or  amortization
                  expense  claimed  by  the  Partnership  with  respect  to  the
                  particular  Partnership  assets  which are sold,  exchanged or
                  otherwise  disposed  of, shall be allocated to all Partners in
                  the  same  proportion  that  the  Partners   actually  receive
                  distributions  of proceeds  from Net Sale Proceeds as provided
                  in Section  8.2  hereof,  (except  distributions  pursuant  to
                  Section 8.2(a)); and

         (3)      All losses shall be allocated ninety-nine percent (99%) to the
                  Limited  Partners and one percent (1%) to the General  Partner
                  (in   proportion   to   each   Partner's    Initial    Capital
                  Contribution),  if realized with respect to an asset  acquired
                  by the  Partnership  through the  expenditure of the aggregate
                  Initial Capital Contributions of the Partners, (which shall be
                  deemed  expended  prior to any other amounts  available to the
                  Partnership),  otherwise  to the Partners in  accordance  with
                  their respective Participation Percentages.

         C.  All Tax  Incidents  other  than  those  specifically  allocated  by
subparagraph  (A) and (B),  ("Other Tax  Incidents"),  shall be allocated to the
Partners in the same proportion that the Partners  actually receive in that same
fiscal  year cash  distributions  from Net Cash Flow as  provided in Section 8.2
hereof,  (except  cash  distributions  pursuant to Section  8.2(a)),  (the "Cash
Distributions"), provided nevertheless as follows:

                                       18
<PAGE>

         (1)      Other Tax  Incidents  shall be allocated in any fiscal year to
                  the  Partners  so  receiving  Cash  Distributions  in the same
                  proportion that such Cash Distributions  actually are received
                  only if such Cash Distributions  actually distributed equal or
                  are  greater  than the  Partnership's  Net Income for the same
                  fiscal year;

         (2)      To the  extent  the  Partnership's  Net  Income  for that same
                  fiscal  year  exceeds  such  Cash  Distributions,   Other  Tax
                  Incidents  shall be allocated  to the  Partners in  accordance
                  with their respective Participation  Percentages,  except that
                  (i) Net  Income,  in an  amount  equal  to Cash  Distributions
                  actually  received,  shall be  allocated  to the  Partners  so
                  receiving such Cash  Distributions in the same proportion that
                  such Cash  Distributions  actually are received,  and (ii) any
                  excess of Net Income over Cash Distributions actually received
                  shall be allocated to the  Partners in  accordance  with their
                  respective Participation Percentages;

         (3)      In the  absence of any such Cash  Distributions  the Other Tax
                  Incidents  shall be allocated  to the  Partners in  accordance
                  with their respective Participation Percentages; and

         (4)      Notwithstanding  clauses (1) and (2) of this Subparagraph (C),
                  Net Loss,  (whether  or not Cash  Distributions  are  actually
                  made),  shall be allocated to the Partners in accordance  with
                  their respective Participation Percentages.

                                   ARTICLE VII

                                   ACCOUNTING
                                   ----------

         7.1 Accounting and  Bookkeeping.  The General Partner shall prepare and
             ---------------------------
keep,  for a  period  of not less  than  three  (3)  years,  generally  accepted
accounting  records,  including cash registers having  cumulative  totals,  bank
books and duplicate deposit slips,  records showing  inventories and receipts of
merchandise  and other  records from the  operation of the Business  which would
normally  be  required  to be  kept or  examined  by an  independent  accountant
pursuant to generally accepted auditing standards. The Limited Partners shall at
all times  during  normal  business  hours have free  access to and the right to
inspect and copy the accounting records of the Business and/or  Partnership,  at
the principal place of business of the Partnership.

         The General Partner,  as an expense of the Business,  shall prepare for
the  Partnership  and  provide  the  Limited  Partners  with a complete  monthly
accounting  of the  operation of the

                                       19
<PAGE>

Business on a form similar to that attached hereto as Exhibit "A", within thirty
(30) days of the end of each month  during the term hereof.  The monthly  report
shall also contain a statement of  cumulative  gross sales from the operation of
the Business for the current year of this  Agreement for purposes of determining
any distributions pursuant to Article VIII below. The General Partner shall also
provide copies of such other accounting  records as may be reasonably  requested
by the Limited  Partners  and the  Limited  Partners  may inspect the  originals
thereof at any reasonable time.

         The General  Partner shall mail within seventy five (75) days after the
close of each  fiscal  year,  an annual  report to the Limited  Partners,  which
annual report shall  constitute the accounting of the Partnership for such year.
The annual report shall contain unaudited financial statements, certified by the
Treasurer of the General Partner as accurate and correct, and shall otherwise be
in such form and have such content as the General  Partner  deems  proper.  Such
annual  report  shall  include  from  every  source,  including  net gains  from
disposition or sale of Partnership properties.

         Subject to the right of the Limited  Partners to receive their share of
the  distributions  pursuant  to Article  VIII  hereof,  all  receipts  from the
operation of the Business,  deposited into an account of the Partnership  and/or
the General Partner at a bank designated by the General  Partner,  shall only be
withdrawn upon the direction of the General Partner,  but cannot be unreasonably
withheld. The Partners anticipate that payment of liquor purchases,  payroll and
general  operations may be made from one or more  additional  accounts at one or
more banks,  selected by the General  Partner.  Funds from those  accounts shall
only be withdrawn by or at the direction of the General Partner.

                                       20
<PAGE>

         7.2  Fiscal  Year and  Method of  Accounting.  The  fiscal  year of the
              ---------------------------------------
Partnership shall be a calendar year and the books of the Partnership for income
tax and accounting  purposes shall be kept on the accrual method.  All financial
determinations  hereunder  made  by the  General  Partner  with  respect  to the
calculation of profits and losses,  all  distributions  pursuant to Article VIII
and other  accounting  decisions  shall be determined by the General  Partner in
accordance with generally accepted accounting principles consistently applied by
the General Partner in making said determinations.

         7.3 Audit. The Limited Partners shall have the right from time to time,
             -----
upon two (2)  business  days prior  notice to the  General  Partner,  to cause a
complete audit to be made of the business affairs conducted at the Business, and
all of the books and records referred to in Article VII hereof. Such audit shall
be  performed  by any person  designated,  selected  and paid for by the Limited
Partners,  except as otherwise  provided herein.  The General Partner shall make
all records and books  relevant in any manner to the  operation  at the Business
and/or Partnership  available for audit at 5059 NE 18th Avenue, Fort Lauderdale,
Florida  33334.  If the results of such audit show that the "Net Income" for any
month or year have been  understated,  the General Partner shall immediately pay
to the Limited  Partners the  additional  amount due and if such  understatement
amounts to three percent (3%) or more of "Net Income",  then the General Partner
shall  pay  the  cost of such  audit,  in  addition  to any  deficiency  payment
required.  If the audit  shows that the  General  Partner  has  overpaid  or the
Limited Partners have received  overpayment of any amount,  the Limited Partners
shall  immediately  repay such amount to the  General  Partner.  Any  accounting
deficiencies  revealed by such audit,  which  accounting  deficiencies  shall be
defined as any accounting  practices not in accordance  with generally

                                       21
<PAGE>

accepted accounting principles  consistently applied,  shall be corrected by the
General  Partner  within  fifteen  (15)  days of its  receipt  of notice of such
deficiency.

         7.4 Definitions.
             -----------

         A. "Gross  Sales"  shall mean the gross  income,  price,  money,  cover
charges,  or other  consideration  charged or received from the operation of the
Business, whether in cash, on credit, barter, exchange, or otherwise.

         Gross sales as used herein shall not include,  and the General  Partner
shall deduct from its  calculations  of gross  sales,  to the extent it has been
included:

         (i)      Any sales or excise tax imposed by any governmental  authority
                  upon customers and added to the price of a sale or service and
                  collected   from  the  customer  and  in  turn  paid  to  such
                  governmental authority;

         (ii)     The  amount  of any  credit  or  refund  for  any  merchandise
                  returned or  exchanged  or any  allowance  made for loss of or
                  damage to merchandise  sold but not in excess of original cost
                  and only to the extent that it was previously  included in the
                  calculation of gross sales;

         (iii)    Fees or discounts paid to bona fide credit card agencies;

         (iv)     Amounts paid to third party vending  machine and coin operated
                  devise operators as their share of proceeds from such machines
                  and device; and

         (v)      Complimentary and/or discounted sales made at the direction of
                  the General  Partner,  including but not limited to discounted
                  sales to the employees of the Business.

         B.  "Operating  Expenses"  shall mean all cash expenses and liabilities
incurred in the operation of the Business,  and shall include, by way of example
and without limitation hereby, rent, servicemark fee, personal property taxes on
personal  property,  fixtures  and  equipment  used in the  Business;  liability
insurance;  real estate taxes;  hazard insurance;  trash  collections;  cleaning
services;  accounting and  bookkeeping  fees;  advertising;  telephone  charges;
utilities, including

                                       22
<PAGE>

but not  limited to  electric,  water and gas;  cable;  salaries  for  personnel
employed at the  business  premises  only;  repairs and  maintenance  of kitchen
equipment,  furniture,  fixtures,  equipment  and personal  property used in the
Business;  repairs and  maintenance of the interior and exterior of the business
premises;  cost of inventory;  liquor  license  renewal fees;  but excluding any
allocation  of salaries  and  expenses of  "off-site"  personnel  of the General
Partner.

         7.5 Tax Matters.
             -----------

         A. The General  Partner shall cause,  as a part of its  bookkeeping and
accounting responsibilities, to be prepared and filed all income tax returns for
the Partnership on an accrual basis. Necessary tax information shall be provided
to the Limited Partners.

         B. In connection with the assignment of a Limited Partner's interest in
the Partnership permitted by Article X hereof, the General Partner, (in its sole
discretion),  shall have the right, but shall not be obligated, on behalf of the
Partnership  and at the time and in the manner  provided  by Section  754 of the
Code, (or any successor section  thereto),  and the Regulations  thereunder,  to
make an  election  to adjust  the basis of  Partnership  property  in the manner
provided in Sections  734(b) and 743(b) of the Code, (or any successor  sections
thereto).

         7.6 Contracting for Accounting Services.  The General Partner shall, as
             -----------------------------------
an expense of the Business,  provide the  accounting  and  bookkeeping  services
provided in this Article VII at the same rate charged to its other franchisees.

                                  ARTICLE VIII

                                  DISTRIBUTIONS
                                  -------------

         8.1 Distributions of Net Cash Flow. All Net Cash Flow, if any, realized
             ------------------------------
by or  available  to the  Partnership  shall  first  be  applied  or  added to a
reasonable  reserve  retained for

                                       23
<PAGE>

working capital needs or to provide funds for  contingencies and expenses of the
Partnership, (all as determined in the sole discretion of the General Partner or
as required by any loan  agreement or  instrument of the  Partnership),  and the
balance, if any, shall be distributed, (from time to time in the sole discretion
of the General Partner, but in the event, no less frequently than quarterly), in
the following order of priority to the extent available:

         A. To the General Partner in repayment of the entire principal  amounts
of any outstanding General Partner's loans, together with all accrued but unpaid
interest  thereon,  first on account of  interest  accrued  thereon  and then on
account of the principal amounts thereof;

         B.  To  the  General  Partner  in  reduction  of its  then  outstanding
Additional Capital Balance;

         C. To the Limited  Partners,  until such time as the  Limited  Partners
have received the aggregate sum of Three Million Three Hundred  Thousand Dollars
($3,300,000.00),  which aggregate sum shall be reduced by an amount equal to the
amount of initial  working  capital  returned by the  Partnership to the Limited
Partners,  a sum  equal  to the  amount  necessary  to  increase  the  aggregate
distribution to the Limited Partners for the fiscal year to Eight Hundred Twenty
Five  Thousand  Dollars  ($825,000.00)  shall be paid to the  Limited  Partners.
Thereafter,  any  remaining  amounts  shall be  distributed  to the  Partners in
accordance with their respective Participation Percentages; and

         D. Once the Limited  Partners  have received the aggregate sum of Three
Million Three Hundred  Thousand  Dollars  ($3,300,000.00),  which  aggregate sum
shall be reduced by an amount  equal to the  amount of initial  working  capital
returned by the Partnership to the Limited Partners, any remaining amounts shall
be distributed to the Partners in accordance with their respective Participation
Percentages.

                                       24
<PAGE>

         8.2 Distributions of Net Sale Proceeds.  All Net Sale Proceeds, if any,
             ----------------------------------
realized by or available to the Partnership shall first be applied or added to a
reasonable reserve or escrow account retained to provide funds for contingencies
and expenses of the Partnership, (all as determined by the General Partner or as
required  by  any  loan,   escrow  or  other  agreement  or  instrument  of  the
Partnership),  and the balance,  if any,  shall be  distributed in the following
order of priority to the extent available:

         A. To the General Partner, in repayment of the entire principal amounts
of any outstanding General Partner's loans, together with all accrued but unpaid
interest  thereon,  first on account of  interest  accrued  thereon  and then on
account of the principal amounts thereof;

         B.  To  the  General  Partner  in  reduction  of its  then  outstanding
Additional  Capital  Balance,  except as  provided  in  Subparagraph  E. of this
section;

         C. To the  Partners  in  reduction  of their then  outstanding  Capital
Balances,  (in  proportion  to  the  respective  amounts  of  any  such  Capital
Balances), except as provided in Subparagraph E. of this section;

         D. Any  remaining  amounts (i) fifty one percent  (51%)  thereof to the
Limited Partners and (ii) forty nine percent (49%) to the General Partner; and

         E.  Notwithstanding  anything  to the  contrary  in the above  priority
order,  if there is an  insufficient  balance  available to fully return to each
Partner an amount equal to his then outstanding Capital Balance, the balance, if
any, shall be  distributed to the Partners in proportion to the combined  amount
of their then outstanding Capital Balance.

                                       25
<PAGE>

                                   ARTICLE IX

                        TRANSFER OF PARTNERSHIP INTERESTS
                        ---------------------------------

         9.1 General Partner.
             ---------------

         A. The General Partner shall not sell,  assign, or otherwise dispose of
all or any portion of its  interest as General  Partner in the  Partnership,  or
enter into any  agreement as a result of which any person,  firm or  corporation
shall become  interested with it in its interest in the Partnership  without the
prior consent in writing of the Limited Partners. No person shall be admitted as
a substitute or additional  General Partner without the prior written consent of
the General  Partner and the Limited  Partners as set forth herein.  The General
Partner may not retire or withdraw as a General  Partner  unless it designates a
nominee  willing to serve as a General  Partner  which shall be an individual or
corporation  having  the  capacity  to serve as such and who is able to meet any
requirements  then imposed by the Code or any rulings or regulations  thereunder
with  respect to general  partners  or  limited  partnerships  in order that the
Partnership not become an association  taxable as a corporation.  Subject to the
foregoing,  the General Partner shall give the Limited  Partners at least ninety
(90) days notice of its proposed retirement or withdrawal as General Partner, in
which event the  Partnership  shall be dissolved  and  terminated as provided in
Article X hereof unless the Limited Partners select a new General Partner within
said ninety (90) day period.  Such new General  Partner may be, but need not be,
the nominee designated by the retiring or withdrawing General Partner.

         B. The General  Partner shall  immediately be removed and cease to be a
General Partner upon the dissolution of the General Partner.

         9.2 Substitute  Limited Partner. A Limited Partner or the transferee of
             ---------------------------
a  Limited  Partner  may  transfer  all,  but  not a part  of his  Unit(s)  to a
Substitute Limited Partner provided:

                                       26
<PAGE>

         A. That the transferee, if an individual, is at least 21 years of age;

         B. That the  transferee  executes  an  instrument  satisfactory  to the
General  Partner  accepting and adopting the provisions and agreements set forth
herein and pays any  reasonable  expenses in connection  with his admission as a
Substitute Limited Partner; and

         C. That the  General  Partner  shall  consent to such  transfer,  which
consent may be given or withheld in the General  Partner's sole discretion,  and
shall be withheld if:

         (1)      In the opinion of counsel for the  Partnership  such  transfer
                  would  result in the close of the  Partnership's  taxable year
                  with  respect  to  all  Partners,  in the  termination  of the
                  Partnership  within the meaning of Section 708(b) of the Code,
                  or in the termination of its status as a partnership under the
                  Code; or

         (2)      In the  opinion  of such  counsel  such  transfer  would be in
                  violation of the  Securities  Act of 1933, as amended,  or the
                  securities laws of any other jurisdiction.

         9.3 Death, etc. of a Limited Partner. Upon the death, bankruptcy, legal
             --------------------------------
incompetency or insolvency of a Limited  Partner,  (or, in the case of a Limited
Partner that is a partnership, joint venture, association, corporation or trust,
the dissolution of such Limited Partner), the personal representative,  guardian
or other  successor in interest of such Limited  Partner shall have the right of
the Limited  Partner for the sole  purpose of settling the estate of such person
pursuant  to the  provisions  of Section  9.2,  but such  assignee  may become a
Substitute  Limited  Partner  in the  Partnership  only in  accordance  with the
provisions of Section 9.2.

         9.4  Effective  Date of Transfers.  Permissible  transfers of a Limited
              ----------------------------
Partner's Units shall be effective for purposes of allocations of distributions,
profits and losses on the first day of the fiscal quarter  following  compliance
with Section 9.2 and  following  amendment of this  Agreement as required by the
Law. Until such effective date, the General Partner may act and proceed as if no
transfer had been made.

                                       27
<PAGE>

         9.5 Transfers Other Than in Accordance Herewith.  No transfers of Units
             -------------------------------------------
or any part  thereof  which is in violation of this Article IX shall be valid or
effective,  and the Partnership shall not recognize the same for the purposes of
making  allocations  or  distributions  of  profits,  losses,  return of Capital
Contribution or other  distribution  with respect to such Units or part thereof.
The  Partnership  may enforce this  provision  either  directly or indirectly or
through its agents by entering an appropriate  stop-transfer  order on its books
or  otherwise  refusing to register  or transfer or permit the  registration  or
transfer on its books of any  proposed  transfers  not in  accordance  with this
Article IX.

                                    ARTICLE X

                      DISSOLUTION AND SUCCESSOR PARTNERSHIP
                      -------------------------------------

         10.1  Dissolution of Partnership.  The  Partnership  shall be dissolved
               --------------------------
upon the earlier occurrence of any of the following events:

         A.       The bankruptcy,  insolvency, liquidation or dissolution of the
                  General Partner;

         B.       Upon the written consent of all Partners;

         C.       The  sale of all or  substantially  all of the  assets  of the
                  Partnership;

         D.       Pursuant to the provisions of Article II and IX hereof; or

         E.       Otherwise by operation of law.

         10.2 Successor  Partnership.  If the  Partnership is dissolved or to be
              ----------------------
dissolved  for any reason  specified in Section  10.1,  and any Limited  Partner
shall deliver to each of the other Limited  Partners  within thirty (30) days of
such event,  a written notice  demanding  that a meeting of Limited  Partners be
held at the principal place of business of the Partnership at the time set forth
in such notice  (which shall be not less than ten (10) nor more than thirty (30)
days  after  the date of such  notice)  the  Limited  Partners  shall  hold such
meeting.  Limited Partners attending

                                       28
<PAGE>

such  meeting,  either in person or by proxy,  and having an  aggregate  Limited
Partner  Percentage of not less than one hundred percent (100%) may continue the
business of the  Partnership  and  reconstitute  the  Partnership as a successor
limited  partnership  with a new General Partner having the capacity to serve as
such and who is able to meet any  requirements  then  imposed by the Code or any
rulings or regulations  thereunder  with respect to general  partners of limited
partnerships in order that the Partnership not become an association  taxable as
a  corporation.  If such Limited  Partners shall exercise such right to continue
the business of the Partnership, the person appointed by them as the new General
Partner and each of the Limited  Partners shall execute,  acknowledge and file a
Limited   Partnership   Certificate  and  Agreement.   The  Limited  Partnership
Certificate  and Agreement  shall contain  substantially  the same provisions as
those contained  herein,  except that the new General Partner shall be allocated
such share of the profits,  losses and  distributions  of the Partnership as the
Limited Partners  appointing such new General Partner shall determine.  Such new
General  Partner  shall  indicate  his  acceptance  of  the  appointment  by the
execution of such Limited Partnership Certificate and Agreement.

         10.3  Procedure.  Unless the Business of the  Partnership  is continued
               ---------
pursuant to Section 10.2, upon the dissolution of the  Partnership,  the General
Partner or the person required by law to wind up the Partnership's affairs shall
cause the  cancellation  of this Agreement and shall liquidate the assets of the
Partnership and apply the proceeds of such  liquidation in the order of priority
provided in Article VIII of this Agreement, unless the law requires distribution
be made in a different order in which case the assets of the  Partnership  shall
be distributed in accordance with the law.

                                       29
<PAGE>

                                   ARTICLE XII

                            LIMITED POWER OF ATTORNEY
                            -------------------------

         12.1  Appointment.  Each Limited Partner hereby makes,  constitutes and
               -----------
appoints the General Partner his true and lawful attorney-in-fact for him and in
his name, place and stead and for his use and benefit, from time to time:

         A. To make all agreements amending this Agreement,  as now or hereafter
amended,  that may be appropriate to reflect or effect,  as the case may be, the
following:

         (1)      A change of the name or the location of the principal place of
                  business of the Partnership;

         (2)      The transfer or acquisition of any Units by a Limited  Partner
                  in any manner permitted by this Agreement;

         (3)      A  person  becoming  a  Substitute   Limited  Partner  of  the
                  Partnership as permitted by this Agreement;

         (4)      A change in any  provision of this  Agreement  effected by the
                  exercise by any person of any right or rights hereunder;

         (5)      The dissolution of the Partnership pursuant to this Agreement;

         (6)      Such amendments which are of an inconsequential  nature and do
                  not affect the rights of the Limited  Partners in any material
                  respect;

         (7)      To execute such certificates, instruments and documents as may
                  be required or may be appropriate  in connection  with the use
                  of the name of the Partnership by the Partnership; and/or

         (8)      To execute such certificates, instruments and documents as may
                  be required,  or as may be appropriate for the Limited Partner
                  to make to reflect:

                  (a)      A  change  in the  name or  address  of such  Limited
                           Partner;

                  (b)      Any changes in or  amendments of this  Agreement,  or
                           pertaining to the  Partnership,  of any kind referred
                           to in this Section 12.1; and

                  (c)      Any other changes in or amendments of this  Agreement
                           but  only if and when the  consent  thereto  has been
                           obtained   from  the  General   Partner  and  Limited
                           Partners,  having the aggregate  Limited  Partnership
                           Percentage required by Section 13.6 hereof.

                                       30
<PAGE>

         B. Each of the agreements, certificates, instruments and documents made
pursuant to Section  12.1(A)  shall be in such form as the  General  Partner and
counsel for the  Partnership  shall deem  appropriate.  The powers  conferred by
Section 12.1(A) to execute agreements, certificates,  instruments and documents,
shall be deemed to include without  limitation the powers to sign,  acknowledge,
swear to, verify, deliver, file, record or publish the same.

         C.  Each  Limited  Partner  authorizes  the  General  Partner  as  such
attorney-in-fact  to take any further  action  which the General  Partner  shall
consider  necessary or advisable in connection with any action taken pursuant to
this Section  12.1 hereby  giving the General  Partner as such  attorney-in-fact
full  power  and  authority  to do and  perform  each  and  every  act or  thing
whatsoever  requisite  or  advisable  to be done in and about any  action  taken
pursuant to this Section 12.1 as fully as such Limited Partner might or could do
if personally present,  and hereby ratifying and confirming all that the General
Partner as such attorney-in-fact shall lawfully do or cause to be done by virtue
of this Section.

         12.2 Irrevocability;  Manner of Exercise. The power of attorney granted
              --------------
pursuant to Section 12.1:

         A. Is a special  power of  attorney  coupled  with an  interest  and is
irrevocable;

         B. May be exercised by the General Partner as such  attorney-in-fact by
listing  all of the  Limited  Partners  executing  any  agreement,  certificate,
instrument  or document  with the single  signature of the President or any Vice
President of the General Partner acting as attorney-in-fact for all of them; and

         C. Shall survive the transfer by a Limited  Partner of all or a portion
of his interest in the Partnership,  except that where the purchaser, transferee
or assignee  thereof  with the  consent of the General  Partner is admitted as a
Substitute Limited Partner, the power of attorney shall

                                       31
<PAGE>

survive the transfer for the sole purpose of enabling such  attorney-in-fact  to
execute,  acknowledge  and file any such agreement,  certificate,  instrument or
document necessary to effect such substitution.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS
                            ------------------------

         13.1 Notices. All notices or other communications required or permitted
              -------
to be  given  pursuant  to  the  Agreement  shall  in the  case  of  notices  or
communications  required or  permitted  to be given to Limited  Partners,  be in
writing  and  shall  be  considered  as  properly  given  or made if  personally
delivered or if mailed by United  States  certified or registered  mail,  return
receipt  requested,  postage  prepaid,  or if  sent  by  prepaid  telegram,  and
addressed  to such  Limited  Partner's  address for notices as it appears on the
records  of the  Partnership,  and in the  case  of  notices  or  communications
required or  permitted to be given to the General  Partner,  shall be in writing
and shall be considered as properly given or made if personally  delivered or if
mailed by United States certified or registered mail, return receipt  requested,
postage  prepaid,  addressed to the General  Partner at the  principal  place of
business  of the  Partnership.  Any  Limited  Partner may change his address for
notices by giving notice in writing, stating his new address for notices, to the
General  Partner,  and the General Partner may change its address for notices by
giving such notice to all Limited  Partners.  Commencing on the tenth (10th) day
after the giving of such notice,  such newly  designated  address  shall be such
Partner's  address  for the  purpose  of all  notices  or  other  communications
required or permitted to be given pursuant to the Agreement.

         13.2 Choice of Law. This  Agreement and all rights and  liabilities  of
              -------------
the  parties  hereto  with  reference  to the  Partnership  shall be subject to,
construed in  accordance  with and governed by the laws of the State of Florida.
To the extent that any provision hereof is in contravention

                                       32
<PAGE>

with the Law, as in effect from time to time,  the  provisions  of the Law shall
supersede and replace any provision  herein which is in  contravention  thereof.
Additionally,  the appropriate forum and jurisdiction for any legal action shall
be the  Courts of the  County  of  Broward,  State of  Florida,  and each  party
consents to such jurisdiction.

         13.3 Titles and Captions. All article, section and subsection titles or
              -------------------
captions  contained in this Agreement are inserted for convenience  only and are
not deemed part of the text hereof.

         13.4  Sole   Agreement.   This   Agreement   constitutes   the   entire
               ----------------
understanding of the parties hereto with respect to the subject matter hereof.

         13.5 Execution in  Counterparts.  This Agreement may be executed in any
              --------------------------
number of counterparts with the same effect as if all parties had all signed the
same document. All counterparts shall be construed together and shall constitute
one (1) agreement.

         13.6  Amendments.  The General  Partner  may submit to the  Partners in
               ----------
writing the text of any proposed  amendment to this Agreement and a statement by
the proposer of the purpose of such amendment. The General Partner shall include
in any  submission  its view as to the proposed  amendment.  Any such  amendment
shall be adopted if, within ninety (90) days after the notice of such  amendment
is given to all Partners, the General Partner shall have approved such amendment
in  writing  and shall have  received  written  approval  thereof  from  Limited
Partners  having a Limited  Partnership  Percentage  aggregating  eighty percent
(80%) or more.  A written  approval  may not be  withdrawn  or voided once it is
filed with the General Partner. A Limited Partner filing a written objection may
thereafter file a valid written  approval.  The date of adoption of an amendment
pursuant to this  Section  13.6 shall be the date on which the  General  Partner
shall have  received the requisite  written  approvals.  Any proposed  amendment
which is

                                       33
<PAGE>

not adopted  may be  resubmitted.  In the event any  proposed  amendment  is not
adopted,  any written  approval  received with respect thereto shall become void
and shall not be  effective  with  respect to any  resubmission  of the proposed
amendment.  Notwithstanding  the  foregoing  provisions of this Section 13.6, no
amendment may, without the prior written approval of all Partners;

         A. Enlarge the obligations of any Partner under this Agreement;

         B.  Enlarge  the  liability  of the  General  Partner  to  the  Limited
Partners;

         C. Amend this Article 13.6;

         D.  Alter  the  Partnership  in  such  manner  as  will  result  in the
Partnership  no longer being  classified  as a limited  partnership  for Federal
income tax purposes; or

         E. Reduce any requirements for the prior approval of Substitute Limited
Partners set forth in this Agreement.

         13.7  Waiver  of  Action  for  Partition.  Each of the  parties  hereto
               ----------------------------------
irrevocably waives during the term of the Partnership any right that he may have
to  maintain  any action for  partition  with  respect  to the  property  of the
Partnership.

         13.8  Assignability.  Subject to the  restrictions  on  transferability
               -------------
contained  herein,  each  and  all  of  the  covenants,  terms,  provisions  and
agreements  herein  contained  shall be binding upon and inure to the benefit of
the  successors,  assigns and legal  representatives  of the respective  parties
hereto.

         13.9 Independent  Activities.  Except as otherwise provided herein, the
              -----------------------
General Partner and its  affiliates,  and its (and its  affiliates'),  officers,
directors,   shareholders   and  employees,   and  each  Limited   Partner  may,
notwithstanding  the existence of this Agreement,  engage in whatever activities
they  choose,  whether  the  same  be  competitive  with  the  Business  of

                                       34
<PAGE>

the  Partnership  or otherwise,  without  having or incurring any  obligation to
offer  any  interest  in such  activities  to any  party  hereto.  Neither  this
Agreement nor any activity undertaken pursuant hereto shall prevent such persons
from engaging in such  activities,  and as a material part of the  consideration
for the General Partner's  execution hereof, each Limited Partner hereby waives,
relinquishes and renounces any such right or claim of participation.  Nothing in
the foregoing,  however, shall be deemed to reduce any of the liabilities of the
General Partner under this Agreement.

         13.10 Right to Rely on Authority of General Partner.  No person dealing
               ---------------------------------------------
with the General  Partner  shall be required to determine  its authority to make
any  undertaking  on behalf of the  Partnership,  nor to  determine  any fact or
circumstance bearing upon the existence of its authority.

         13.11 Arbitration.  Except as otherwise provided in this Agreement, any
               -----------
dispute or  controversy  arising out of or relating to this  Agreement  shall be
determined and settled by arbitration in the City of Fort  Lauderdale,  Florida,
in accordance  with the rules of the American  Arbitration  Association  then in
effect, and judgment upon the award rendered by the arbitrator(s) may be entered
in any court of competent jurisdiction.  Except as set forth in Sections 5.4 and
5.5, the expenses of the  arbitration  shall be borne  equally by the parties to
the arbitration.

         13.12 Gender and Number.  Whenever the context requires,  the gender of
               -----------------
all words used herein shall include the  masculine,  feminine and neuter and the
singular and plural of all words shall include the singular and plural.

         13.13 Meetings.  The  Partnership  shall hold an annual meeting in each
               --------
fiscal  year of its  existence  on such  date and at such  place and time as the
General Partner shall determine,  notice of the date and time to be given to all
Limited  Partners  whose  addresses  are on record with the

                                       35
<PAGE>

General  Partner  not  later  than  fourteen  (14)  days  prior  to  such  date.
Notwithstanding  the  foregoing,  at any  time or from  time  to  time,  Limited
Partners having a Limited Partner Percentage aggregating fifty percent (50%) may
by written notice to the General Partner specifying in general terms the subject
to be considered require the General Partner to call, or the General Partner may
on its own motion  call,  a special  meeting  of the  Limited  Partners  and the
General Partner shall within ten (10) days after any such notice is given,  give
notice of such special  meeting in the same manner as is required for the annual
meeting  including in such notice a copy of the notice  requiring the call.  Any
Limited  Partner  shall have the right,  upon notice in writing,  to require the
General Partner to furnish by mail a list of the names, addresses and respective
interest in the Partnership of all other Limited  Partners in the Partnership as
shown on the records of the  Partnership at the time of the notice.  Any Limited
Partner,  or his  representative,  shall have the right to inspect  and copy the
names and addresses of all other Limited Partners in the Partnership.

         13.14  Severability.  If  any  provision  of  this  Agreement,  or  the
                ------------
application  thereof,  shall,  for any reason and to any  extent,  be invalid or
unenforceable,  or contrary to law,  the  remainder  of this  Agreement  and the
application  of such  provision to other persons or  circumstances  shall not be
affected thereby, but rather shall be enforced to the maximum extent permissible
under applicable law.

         IN WITNESS WHEREOF, this Limited Partnership  Certificate and Agreement
has been sworn to and executed as of the date above written.

                                           GENERAL PARTNER:
                                           FLANIGAN'S ENTERPRISES, INC.


                                       By: /s/Jeffrey D. Kastner
--------------------------------           ------------------------------------
                                           Jeffrey D. Kastner,
--------------------------------           Chief Financial Officer and Secretary

                                       36
<PAGE>

STATE OF FLORIDA  )
                  ) ss:
COUNTY OF BROWARD )

         The  foregoing  instrument  was  acknowledged  before  me this  date by
JEFFREY D.  KASTNER,  as Chief  Financial  Officer and  Secretary of  FLANIGAN'S
ENTERPRISES,  INC. on behalf of the said corporation.  He is well known to me or
produced ________________ as identification.

         WITNESS my hand and official seal on this the 1st day of March, 2006.

                                                     /s/Louis Dalessandris
                                                --------------------------------
                                                NOTARY PUBLIC - State of Florida

My commission expires:



            SEE SIGNATURE PAGES FOR LIMITED PARTNERS ATTACHED HERETO
                             (intentionally omitted)


                                       37