**Exhibit 10.2**

 

**AGREEMENT FOR RELOCATION SERVICES**

 

THISAGREEMENT is made as of the 13th day of April 2004 (the “EffectiveDate”), between Friendly Ice Cream Corporation, a Massachusetts Corporation,hereinafter referred to as “the Company,” and Primacy Relocation, LLC, aTennessee limited liability company, hereinafter referred to as “PRIMACY”.  Capitalized terms which are not specificallydefined in this Agreement and any attached Addenda will have the meaningascribed to such terms in PRIMACY’S customary policies and procedures.

 

Forand in consideration of the mutual promises and covenants hereinafter setforth, the Company and PRIMACY agree as follows:

 

**ARTICLE 1****        General Description of theWork to be Performed**

 

TheCompany hereby engages PRIMACY to perform the services described herein and PRIMACYagrees to perform such services in accordance with this Agreement including anyattached Addenda.  The Company agrees tothe Fee Structure and Billing Procedures as described herein.

 

**ARTICLE 2****        Authorized Services**

 

TheCompany and PRIMACY agree that the following services are authorized under thisAgreement. The provision of service must be initiated from the Company or itsauthorized agents to PRIMACY before PRIMACY and the Company are bound by thisAgreement. Initiation will occur when PRIMACY is in receipt of a writtenauthorization, including facsimiles and e-mails, from the Company or itsauthorized agents.

 

AuthorizedServices include:

 
| ** **                                            | ** ** | **INITIAL HERE TO AUTHORIZE** | ** ** |
|-------------------------------------------------------|------------|-------------------------------|------------|
| ** **                                            | ** ** | **Company**                   | ** ** | **PRIMACY** | ** ** |
| Home Sale – Company Funded – EAS integrated | Addendum 1 |                          | /s/ GJU    |   | /s/ GOS |   |
|                                                  |       |                          |       |   |   |   |
| BVO – Company Funded – EAS Integrated       | Addendum 2 |                          | /s/ GJU    |   | /s/ GOS |   |

 

OtherAuthorized Services shall include the following:

 

**A.****                       ****Appraisal Review**

 

#### The Company may requestthat PRIMACY obtain an appraisal and/or a Brokers Market Analysis to helpdetermine the feasibility of a transfer under consideration. PRIMACY willarrange for such and have the PRIMACY Consultant review it for accuracy.  The Company will reimburse PRIMACY for anyand all Home Sale Program Costs incurred in relation to each appraisal reviewincluding, but not limited to, appraisal fees, Broker Market Analysis fees,inspection costs, and any other costs considered necessary by the Company and PRIMACYto satisfactorily complete the review. This service is included at no additional charge as part of any homesaleor BVO program.

 

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#### **B.****                       ****Destination Services**

####  

The Company may request PRIMACYto provide professional counseling and assistance in finding a community andhome in the Employee’s new location that meets the family’s specific needs. PRIMACYwill work with the Employee to carefully assess and select a Broker and/orAgent.  The Broker and/or Agent will sendthe Employee a complete information packet on the destination city, offer areaorientation tours, and coordinate arrangements to help the Employee find asuitable home. PRIMACY will also order pre-purchase appraisals, if requested,and review settlement costs. The PRIMACY Consultant will assist the Employeethroughout the entire home finding process.

 

##### **C.****                       ****Expense Administration (EAS)**

#####  

PRIMACY will diligentlytrack all Employee expenses related to the transfer, handle reimbursements bycheck according to the Company’s policy, compute federal withholding taxes,calculate the gross-up amount due an Employee, and provide reports for theCompany and the Employee.

 

**D.**                        MarketingAssistance

** **

The Company may request PRIMACYto assist the Employee in selling the Home. PRIMACY will work with the Employeeto carefully assess and select a Broker and/or Agent. The PRIMACY consultantwill stay in contact with the Broker and/or Agent to monitor the real estatesales process to insure that effective marketing techniques are being followedto achieve a timely sale for the best possible price.

 

**E.****                         ****Renter Assistance**

 

The Company may requestthat PRIMACY provide Renter Assistance to find a rental property in theEmployee’s new location.  Uponnotification initiating the service a PRIMACY Consultant will contact theEmployee, explain the service and arrange for a rental agent in the destinationcity to contact the Employee within 24 hours. The rental agent will send the Employee a complete information packet onthe destination city and coordinate arrangements to assist the Employee inlocating a rental property.  The PRIMACYConsultant will remain in contact with the Employee to ensure the Employee’sneeds are satisfactorily met.

 

### **ARTICLE 3     AdministrativeProcedures**

### ** **

**A.****                        Audit**

 

### **PRIMACYshall maintain accurate and complete records, including supporting bills andinvoices, accounting for all charges and expenses incurred pursuant to andduring the term of this Agreement and for a period of three years following thetermination of this Agreement.  Such recordsshall be maintained in conformance with generally accepted accountingprinciples. PRIMACY further agrees to permit the Company or its representativesto examine and audit such records upon reasonable notice at all reasonabletimes during the term of this Agreement.**

### ** **

Company understands and acknowledges that, inconnection with any of the services provided or coordinated by PRIMACY pursuantto this Agreement or any Addendum, PRIMACY may refer the Employee to variousproviders of services and that PRIMACY may be entitled to receive a reasonablereferral fee in connection with any such referral.  Company agrees that any referral fee paid bythe person or supplier to whom the Employee is referred shall be the sole propertyof PRIMACY, and neither Company nor the Employee shall have any right, title orinterest therein or thereto.

 

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**B.**                        **Insurance**

 

PRIMACYshall carry broad form property insurance and comprehensive general liabilityinsurance on each Home and Special Property commencing on the Date ofPossession. Comprehensive general liability insurance coverage limit shall notbe less than $1,000,000 per occurrence with a $3,000,000 general aggregate anda deductible not to exceed $25,000. For each Home and Special Property, Primacyshall maintain Property insurance coverage with a limit equal to the lower ofthe replacement cost or the Appraised Value, with deductible as set forthbelow.

 

BaseCoverage:

•                  Upto $1,250,000 any one location for buildings;

•                  $5,000for personal property

•                  10%of reported property value for appurtenant structures

 

EarthMovement:

•                  Anyone occurrence and aggregate coverage up to $5,000,000 ($10,000 deductible,except in California where it is 10% of the reported value per location.)

 

FloodCoverage:

•                  Anyone occurrence up to $5,000,000 - $5,000,000 in the aggregate ($1,000deductible.)

 

WindDeductibles:

 

•                  5%of reported value per location subject to a minimum of $1,000 for High HazardWind Counties as defined.

 

Other:

•                  Inaddition to the exclusions set forth in the policies, water backing up throughsewers or drains, water rising through the ground causing damage and sump pumpfailure is not covered.

•                  Allother damages deductible - $500

•                  Coverageover $1,250,000 will be on a specific quote basis

 

TheCompany shall be named as an additional insured under all such policies ofinsurance which shall not be modified or terminated unless the Company receives30 days’ prior notice thereof. Upon the written request of Company, Primacy shallprovide Company with a certificate of insurance evidencing that Primacy hassuch coverage in place.

 

Promptlyupon learning of a loss or a threatened loss on any Home or Special Property, PRIMACYshall notify the Company and shall investigate the loss. PRIMACY shall obtainthe Company’s prior approval before making any settlements with insurancecarriers or repairing or rebuilding the Home or Special Property.  Any insurance proceeds paid to PRIMACY shallbe credited to the Company as an offset against Costs otherwise subject toreimbursement by the Company.  Any lossor damage not covered by this insurance, including, but not limited to, anydeductible, shall be deemed a Cost subject to reimbursement by the Company.

 

The insurance coveragedescribed above shall be considered excess coverage over and above any othervalid coverage maintained by the Employee and actually collected.

 

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**C.****                        Responsibilitiesof Parties**

 

1. INDEMNIFICATION

 

Notwithstandinganything else contained herein to the contrary, except to the proportionateextent of any negligence or willful misconduct on the part of Primacy, Companyagrees to indemnify and hold Primacy harmless from all claims, liability,damages and expenses (including reasonable attorneys’ fees) arising inconnection with or as a result of the services contemplated under thisAgreement, or breach thereof, or arising out of or in connection with anyaction or failure to act by any Employee or any other person to whom relocationservices are provided pursuant to the terms of this Agreement.

 

Exceptto the proportionate extent of any negligence or breach of this Agreement onthe part of Company, Primacy agrees to indemnify and hold Company harmless fromall claims, liability, damages and expenses (including reasonable attorneys’fees) incurred or suffered by Company arising in connection with any demand,claim or legal action asserted against Company by a third party (other than anEmployee or another person to whom relocation services are provided under thisAgreement) by reason of any act or thing done or omitted by Primacy pursuant tothis Agreement and caused by the negligence or willful misconduct of Primacy.

 

Theprovisions of this section shall survive termination of this Agreement.Upon performance of its obligation to indemnify, the indemnifying party shallbe subrogated to any rights of the indemnified party with respect to suchclaim.

 

**2.**                          PRIMACYshall be responsible for providing its services under this Agreement and anyAddenda in a commercially reasonable manner and in accordance with allapplicable federal, state and local laws.

 

**3.****             **ForceMajeure. Neither party shall be liable to the other party for any delay orfailure in performance due to any cause beyond its reasonable control. Thisprovision shall not excuse the non-payment or late payment of any monetaryobligation by any party.

 

**D.****                        TERM;Termination**

 

Theterm of this Agreement shall commence on the Effective Date and shall expire onDecember 31, 2005 (the “Term”) unless terminated by either party asprovided for herein. The Agreement shall automatically renew for additionalone-year Term(s), unless either party provided notice to the other not lessthan sixty (60) days prior to the end of the then current Term of its intentnot to extend or renew the Agreement.

 

Eitherparty hereto may terminate this Agreement for any reason by giving the otherparty thirty (30) days prior written notice of such termination.Notwithstanding the foregoing, upon giving notice of termination of thisAgreement, Company shall not make and Primacy shall not accept any furtherInitiations.

 

In theevent of such termination, PRIMACY may choose to continue to perform theservices referred to in this Agreement for any Homes being handled by PRIMACYat the time this Agreement is terminated. With respect to such Homes, the provisions of this Agreement shallcontinue to govern the rights and obligations of the parties including, but notlimited to, the Company’s obligation to make the payments called for in thisAgreement.

 

Notwithstanding theforegoing, the Company shall have the option regarding any Home being handledby PRIMACY pursuant to and at the termination of the Agreement that is not thensubject to a purchase and sale contract, of transferring such Home to theCompany or its designee after payment to PRIMACY of the Service Fee and anyoutstanding Home Sale Program Costs and

 

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reimbursement of anyequity payments, mortgage payoffs, or interest costs incurred, without anyfurther liability to PRIMACY. PRIMACY shall have the right to sell such Homeswithout limitation on loss on sale, provided it first offers to sell the Homesto the Company or its designee for the amount that PRIMACY has investedtherein.

 

**E.****                          PRIMACYStatus Disclaimer**

 

PRIMACYis an independent contractor and is not acting as an agent for purposes ofacquiring Homes. PRIMACY is a relocation service provider.  We are not tax or legal counsel.  Nor do we guarantee tax treatment forservices rendered.  We advise you, ourclient, to seek your own tax and legal advice.

 

**ARTICLE 4**     **Fees and Billing Procedures**

 

**SECTION 1**     **Fees**

 

**BUNDLEDFEES**

 
| **Tier IH  and 2H**                                | ** **               | **$****0* per Employee, plus Direct Costs** | ** ** |
|----------------------------------------------------|--------------------------|---------------------------------------------|------------|
| (Homeowner Buyer  Value Program)                   |                     |                                        |       |
| Executives /  Regional Directors                   |                     |                                        |       |
| Exempt /  District Managers                        |                     |                                        |       |
| *Services  included:*                              |                     |                                        |       |
| Policy Counseling                                  |                     |                                        |       |
| Expense Administration (EAS) (first calendar year) |                     |                                        |       |
| Home Marketing                                     |                     |                                        |       |
| Home Sale                                          |                     |                                        |       |
|  •                                       | Buyer Value Option (BVO) |                                        |       |   |
|  •                                       | Amended Value            |                                        |       |   |
|  •                                       | Full Buy-out             |                                        |       |   |
| Destination Services                               |                     |                                        |       |
| Mortgage Assistance                                |                     |                                        |       |
| Temporary Living                                   |                     |                                        |       |
| Transportation Coordination                        |                     |                                        |       |
| Website                                            |                     |                                        |       |
| Appraisal Review                                   |                     |                                        |       |

 

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* Non-Compliance Fee. The fee stated above isdependent upon Primacy capturing a referral fee from both the listing broker onthe sale of the Employee’s current Home and the selling broker on the purchaseof a home in the destination location, if not the following service fee willapply:  $1,000 if one referral fee iscaptured; $2,000 if no referral fees are captured. This fee is termed anon-compliance fee.  This fee is alsodependent upon Primacy Relocation retaining the option to present Primacypreferred mortgage lenders as the only direct bill option to employees seekingto purchase a home in the new location and will be the only suppliers allowedto direct bill approved new home purchase closing costs.

 

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| **Tier 3H**                                        | ** ** | **$0** per Employee, plus Direct Costs** | ** ** |
|----------------------------------------------------|------------|------------------------------------------|------------|
| (Homeowner  Relocation Allowance)                  |       |                                     |       |
| Exempt District  Managers                          |       |                                     |       |
| *Services  included:*                              |       |                                     |       |
| Policy Counseling                                  |       |                                     |       |
| Expense Administration (EAS) (first calendar year) |       |                                     |       |
| Home Marketing                                     |       |                                     |       |
| Destination Services                               |       |                                     |       |
| Mortgage Assistance                                |       |                                     |       |
| Temporary Living                                   |       |                                     |       |
| Transportation Coordination                        |       |                                     |       |
| Website                                            |       |                                     |       |

 

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** Non-Compliance Fee. The fee stated above is dependent uponPrimacy capturing a referral fee from either the listing broker on the sale ofthe Employee’s current Home or the selling broker on the purchase of a home inthe destination location, if not an additional fee of $750 will apply. This feeis termed a non-compliance fee.  This feeis also dependent upon Primacy Relocation retaining the option to presentPrimacy preferred mortgage lenders as the only direct bill option to employeesseeking to purchase a home in the new location and will be the only suppliersallowed to direct bill approved new home purchase closing costs.

 
| **Tier IR,  2R, 3R**                               | ** ** | **$550 per Employee, plus Direct Costs** | ** ** |
|----------------------------------------------------|------------|------------------------------------------|------------|
| (Renters  Program)                                 |       |                                     |       |
| Executives /  Regional Directors                   |       |                                     |       |
| Exempt / District  Managers                        |       |                                     |       |
| Exempt / General  Managers                         |       |                                     |       |
| *Services  included:*                              |       |                                     |       |
| Policy Counseling                                  |       |                                     |       |
| Expense Administration (EAS) (first calendar year) |       |                                     |       |
| Renter Assistance                                  |       |                                     |       |
| Temporary Living                                   |       |                                     |       |
| Transportation Coordination                        |       |                                     |       |
| Website                                            |       |                                     |       |

 

**IndividualFees (if applicable or requested):**

 
| Appraisal Review         |   | $250             |
|--------------------------|--------|------------------|
|                     |   |             |
| Closing Services         |   | $600             |
|                     |   |             |
| Cancellation Fee         |   | $600 Homeowners  |
|                     |   | $300 Renters     |
|                     |   |             |
| Cost of Living  Analysis |   | $35 per analysis |

 

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Expense Administration

 
| For Additional  Calendar Year(s) |   | $150 per  additional calendar year (applicable all files) |
|----------------------------------|--------|-----------------------------------------------------------|
|                             |   |                                                      |
| Interest on  Monies Funded       |   | Wall Street  Journal Prime plus 11⁄2%                  |
|                             |   |                                                      |
| Special Property  Fee            |   | Standard Fee  plus $250/Month                             |
|                             |   |                                                      |
| Travel  Arrangements             |   | $75 per file                                              |
|                             |   |                                                      |
| Communication  Fee               |   | $70 per file  (applicable to all BVO files)               |

 

OtherAdministrative Charges

 

A.           InternationalWire Transfer Charges

B.             DomesticWire Transfer Charges

C.             Onetime Express Mail Charges

D.            ExpeditedEmployee Payment (Out Of Cycle)

E.              Titleand Closing Services

F.              Accounting,Reconciliation, Research

 

**SECTION 2**       **BillingProcedures**

 

**A.**                        PRIMACY will be entitled toreceive (1) a Service Fee for each Home transferred to PRIMACY hereunder; (2) thenon-compliance fee (Article 4, Section 1) which will be reconciled asdescribed below (item D); (3) a Special Property Fee for each SpecialProperty transferred to PRIMACY; (4) fees and charges for other servicesas provided; (5) reimbursement of Home Sale Program Costs and applicableadministrative charges expended by PRIMACY pursuant to the provisions of thisAgreement; (6) reimbursement of Equity paid to Employees and for thepayoff of any mortgage loans;  (7) intereston all funds expended by PRIMACY; (8) employee expenses, if any,  paid by PRIMACY as authorized by the Company’srelocation policy;  (9) and vendorpayments made by PRIMACY for the Company.

 

**B.**                        The Company will reimburse PRIMACYall out-of-pocket Costs incurred to expedite payments made to Employees.  In order to expedite Employee payments, PRIMACYwill select ACH deposit, wire deposit or overnight courier service ifnecessary.

 

**C.****                       **TheCompany will reimburse PRIMACY all out-of-pocket Costs incurred to performon-site inspections deemed necessary by PRIMACY and the Company. PRIMACY willrequest and receive approval from the Company before making on-site inspectionswhere the Company will pay expenses for the on-site visit.  Such authorizations will apply for oneindividual unless other persons are authorized.

 

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**D.****                       **Atleast quarterly, PRIMACY will prepare and deliver to the Company an adjustmentinvoice for each Home or Special Property for which an adjustment occurredduring the preceding quarter. The adjustment invoice will be in an amount equalto the adjustment incurred or received (such as a utility credit received afterescrow is closed). A quarterly adjustment will be made of the non-compliancefee if referral fees are captured on the sale and purchase of homes by theEmployee.

 

**E.**                          Onany funds that may be advanced by PRIMACY including but not limited to amountsto pay Equity payments, any mortgage payoffs, and any deposits required fromthe Company but not paid within terms specified, the Company will pay PRIMACYmonthly for interest from the date the funds are advanced at a annual rateequal to Wall Street Journal prime plus one and one half percent (11⁄2%) as partof the weekly invoice payment, if property related expenses are integrated withExpense Administration. Otherwise, interest will be paid as incurred andbilled, not to exceed monthly.

 

**F.**                          After the closing of a saleof a Home to a buyer, PRIMACY will prepare a final disposition billing in whichPRIMACY will total all costs and charges due to PRIMACY pursuant to thisAgreement, and will then bill or credit the Company for the difference betweenthat total and the advanced billing amount previously billed and received.  Final disposition billing will be sent toCompany within 60 days after the end of the month in which the closing of asale of a Home occurs.

 

**G.**                        For any direct billing of newhome closing costs through PRIMACY, Company agrees to pay PRIMACY’S invoice fordirect billed new home closing costs within 10 days of receipt.

 

**H.****                       **It is explicitly agreed that the service feefor any ancillary service will be earned by PRIMACY at the time of initiation. It is furtheragreed that the home sale or BVO service fee and non-compliance fee will beearned by PRIMACY 30 days afterinitiation for any home sale or BVO program. The Cancellation Fee (Article 4,Section 1) shall apply to files cancelled within 30 days of initiation.Notwithstanding the preceding, for all programs involving a bundled fee, thebundled fee, and any applicable non-compliance fee, will be earned by PRIMACY should PRIMACY provide any one or more of the services that are a part of that bundledfee program.  The individual fees, thebundled service fee and non-compliance fee will be billed to Company, at timeof initiation, as part of the weekly billing process.

 

**ARTICLE 5     Default**

 

The following shall beevents of default hereunder;

 

**A.**                        thefailure or refusal by PRIMACY or the Company to perform any of their respectiveobligations under this Agreement, including but not limited to, the payment ofmonies due in a timely manner or the deterioration of their financial status.

 

**B.**                        the filing of a petition ofbankruptcy or insolvency or for reorganization under the bankruptcy laws of theUnited States or under any insolvency act of any state or the making of anassignment for the benefit of creditors;

 

**C.**                        the default in the punctualpayment of amounts due hereunder to a party and such default continues for 15days after written notice thereof; and

 

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**D.**                        the filing of involuntaryproceedings under any such bankruptcy law or for the dissolution of a party orthe appointment of a receiver or trustee for all or substantially all of theHomes or Special Properties of a party and such proceedings are not dismissedor such appointment vacated within 60 days after the institution or appointmentthereof.

 

**ARTICLE 6     Remediesfor Default**

 

**A.**                        In the event of a default byeither party, then the non-defaulting party shall be entitled to all remediesas provided in law and equity, including, but not limited to, the right toimmediately terminate this Agreement.

 

**B.**                        Inaddition, in the event of the Company’s default for failure to pay PRIMACY in atimely manner, PRIMACY shall be entitled to elect any one or more of thefollowing remedies:

 

**1.**                          PRIMACYmay record in its own name, or that of an affiliate, the legal title to any andall property subject to this Agreement. The proceeds from any resale of such property shall be credited to thesums due from the Company.

 

**2.**                          PRIMACYmay declare the entire amount of all sums due under this Agreement immediatelydue and payable.  In such event, all sumsnot immediately paid shall earn interest at the maximum rate allowed by law.

 

**3.**                          PRIMACYshall be entitled to recover all costs, including reasonable attorney fees,incurred in collecting all sums due.

 

**4.**                          PRIMACYmay assign to the Company, and the Company shall be deemed to have acceptedsuch assignment, any Contract of Sale entered into with an Employee.  Any such assignment shall take effect upon PRIMACYso notifying the Company in accordance with the Agreement. Thereafter, theCompany shall assume all responsibility under said assignment of Contract ofSale(s) and PRIMACY shall be relieved of all responsibility.

 

**C.**                        The rights and remedies of therespective parties are cumulative. Neither party need resort to any particular right or remedy beforeexercising or enforcing any other right or remedy.

 

**ARTICLE 7     Notices**

 

**A.****                       **Allnotices and other forms of communication between the parties relating to thisAgreement, unless otherwise stated herein, shall be in writing and shall bedeemed to have been received when delivered in person, two (2) businessdays after being sent via overnight courier, or three (3) business daysafter being deposited in the United States mail, postage prepaid, and addressedas follows:

 
| TO:    |   | PRIMACY  RELOCATION, LLC              |   | TO:    |   | Friendly  Ice Cream Corporation   |
|--------|--------|---------------------------------------|--------|--------|--------|-----------------------------------|
|   |   | Attn: Matthew Spinolo                 |   |   |   | Attn: Garrett J. Ulrich           |
|   |   | 6077 Primacy  Parkway, Suite 300 |   |   |   | 1855 Boston Road                  |
|   |   | Memphis, TN  38119                    |   |   |   | Wilbraham, MA  01095              |
|   |   | Tel # (901) 291-5510                  |   |   |   | Tel # (413) 543-2400  x2012       |
|   |   | Fax # (901) 291-5710                  |   |   |   | Fax # (413) 543-3186              |
|   |   |                                  |   |   |   |                              |
|   |   | E-Mail: Matt.Spinolo@primacy.com      |   |   |   | E-Mail: Gary.Ulrich@friendlys.com |

 

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**B.****                       **Eitherparty may change its address, telephone number or fax number for noticepurposes by so notifying the other party in accordance with this Article.

 

**ARTICLE 8     Subsidiariesand Affiliates**

 

If the Company directs PRIMACYto provide its services hereunder to any subsidiary, affiliate or other entity,PRIMACY is hereby authorized to provide such services. PRIMACY’S receipt of aninitiation to provides services shall be conclusive evidence that the Companyis directing PRIMACY to provide service under this Agreement. The Company isresponsible for and guarantees all payments due PRIMACY under the provisions ofthis Agreement should any such entity not pay PRIMACY within the terms of thisAgreement.

 

**ARTICLE 9     GoverningLaw**

 

The provisions of thisAgreement shall be governed by the laws of the State of Tennessee.

 

**ARTICLE 10     Attorneys’Fees**

 

In any action orproceeding arising out of any matter associated with this Agreement, theprevailing party shall be entitled to reimbursement of its reasonable attorneys’fees and costs from the other party.

 

**ARTICLE 11     Captions**

 

The captions in thisAgreement are for convenience and reference only and are not intended as partof this Agreement.

 

**ARTICLE 12     EntireAgreement**

 

This Agreement and the attachedAddenda represents the entire agreement between the parties and supersedes allprior Agreements and communications. This Agreement may not be amended, modified, altered, or changed in anyway whatsoever, except in writing signed by all parties.

 

**ARTICLE 13     Security**

 

It is expresslyunderstood that PRIMACY shall be advancing significant sums of money under thisAgreement.  In this regard, should PRIMACYdeem itself insecure concerning the payment of monies under this Agreement,then PRIMACY shall be entitled to suspend any further advancement of moniesuntil the Company has provided PRIMACY with adequate evidence of financialsecurity.

 

**ARTICLE 14     Waiver**

 

The failure by eitherparty in one or more instances to insist upon the other party’s strictcompliance with any provision of this Agreement shall not be deemed a waiver orrelinquishment of the right to assert or rely upon any such provision on anyfuture occasion.

 

**ARTICLE 15     Authority**

 

Each of the partiesexecuting this Agreement warrants and represents to the other party that theexecuting party has complete corporate power and authority to execute thisAgreement.  Neither party shall berequired to make further inquiry into the other’s authority.

 

**ARTICLE 16     Counterparts**

 

This Agreement may beexecuted in any number of counterparts, each of which shall be deemed anoriginal, but all such counterparts together shall constitute but oneagreement.

 

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**ARTICLE 17     Severability**

 

In the event any term orprovision of this Agreement is determined to be illegal, unenforceable, orinvalid for any reason whatsoever, such illegality, unenforceability, orinvalidity shall not affect the remaining terms and provisions of thisAgreement.

 

**ARTICLE 18     Nondiscrimination**

 

Unless exempt under the rules andregulations of the Secretary of Labor or other proper authority, this Agreementis subject to applicable laws and executive orders relating to equalopportunity and nondiscrimination in employment.

 

This Agreement forRelocation Services shall expire if not fully executed by all parties within 90days of issue date (March 31, 2004). This Agreement for Relocation Services supercedes any other Agreementfor Relocation Services executed prior to the date of this Agreement.

 

In witness whereof, theparties have executed this Agreement effective as of the day and year firstabove written.

 

 
| PRIMACY  RELOCATION, LLC | Friendly  Ice Cream Corporation    |
|--------------------------|------------------------------------|
|                     |                               |
|                     |                               |   |   |
| by                       | /s/ Gilbert O.  Saunders, Jr. |   | by | /s/ Garrett J.  Ulrich |   |
|                     |                               |   |   |   |   |
| title                    | Director, Legal  Department        |   | title | Vice President,  Human Resources |   |
|                     |                               |   |   |   |   |
| date                     | 4-16-04                            |   | date | 4/13/04 |   |
|                          |                                    |  |  |  |  |  |  |  |  |  |

 

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**Addendum 1**

 

HomeSale – Company Funded Equity – EAS Integrated

 

Whenthe Company desires to use PRIMACY’S Home Sale Program in connection with therelocation of an Employee, the following procedures will be followed:

 

**Section 1****                    ****Initiation of Employee Into the Home Sale Program**

 

TheCompany will notify PRIMACY in writing (the “Relocation Authorization”) thatthe Employee is to be transferred and that the Company desires PRIMACY to makean offer to purchase the Employee’s Home. Within two Business Days, PRIMACY will telephone the Employee to explainthe Company’s relocation program pursuant to the Agreement for RelocationServices.

 

**Section 2****                    ****Inspections and Title Work**

 

PRIMACYwill promptly order a title search on the Home or Special Property by a titlecompany selected by PRIMACY.

 

PRIMACYwill also order inspections on the Home or Special Property to include ageneral home inspection and wood boring insect inspection. Other inspections asdeemed appropriate and necessary by PRIMACY (other inspections recommended onan appraisal or broker market analysis, radon inspections as indicated by theEnvironmental Protection Agency map of radon zones, etc.) will also beordered.  Such inspections and tests willbe performed by qualified companies.  Theresults of all such inspections will be disclosed to prospective purchasers ofthe Home or Special Property.

 

**Section 3****                    ****Home Marketing Assistance**

 

PRIMACYwill compile and send to the Employee lists of qualified real estate brokers oragents in the area in which the Home or Special Property is located.

 

TheEmployee will choose a real estate agent from PRIMACY’S list or may elect touse another agent. If the Employee uses another agent home sale costperformance and the execution of the 11 step I.R.S. approved process may bemore difficult to achieve.

 

Therequired marketing period will be 60 days, unless otherwise authorized by theCompany.

 

**Section 4****                    ****Appraisal Procedure**

 

PRIMACYwill compile and send to the Employee lists of qualified appraisers in the areain which the Home or Special Property is located.

 

TheEmployee will choose two appraisers from PRIMACY’S list and the average of thetwo appraisals will be the Appraised Value of the Home or SpecialProperty.  If the difference between thetwo appraisals exceeds 5% of the higher value, a third appraisal from the thirdappraiser selected by the Employee will be obtained. The average of the threeappraisals will constitute the Appraised Value.

 

**Section 5****                    ****Payments of Equity**

 

TheEmployee’s Equity (or balance if Equity advances have already been made) willbe paid to Employee by the Company, at PRIMACY’S direction, within 5 BusinessDays after the Date of Possession.

 

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**Section 6****                    ****Responsibility for the Home or Special Property**

 

Fromand after the Date of Possession, PRIMACY will be responsible for and willassume all the obligations of ownership of the Home or Special Property,including without limitation payment of mortgages, taxes, insurance andmaintenance of the yard, interior and exterior of the property.  All such obligations will be performed in adiligent, prudent manner.  All expensesincurred by PRIMACY in performance of its obligations under this Section 6will be deemed Home Sale Program Costs.

 

**Section 7****                     Proceduresfor Resale**

 

Upon receipt from theEmployee of a fully executed Contract of Sale and any additional documents andinformation required and after any valid third party offers have terminatedwithout sale, PRIMACY will immediately list the Home for sale and will beentitled to accept any offer which it deems satisfactory under prevailingmarket conditions provided that PRIMACY will not accept any offer which is lessthan 95% of the Appraised Value of the Home without prior approval of theCompany.

 

PRIMACY will beauthorized to make repairs and/or capital improvements to the Home in acumulative amount of up to 1% of the Appraised Value of the Home. Any repairsand/or capital improvements in excess of said amount will require specificauthorization from the Company.  However,if in PRIMACY ‘s judgment, repair work of an emergency nature is necessary, PRIMACYis authorized to have such repair work performed without prior authorization.

 

PRIMACY may, at itsdiscretion, allow a third party to assume and agree to pay, by means of asubstitution of liability, any mortgages encumbering the Home, and PRIMACYagrees to protect and hold harmless the Employee against any loss or expenseincurred by reason of such loan assumption.

 

Upon a Resale Closing,the sale proceeds will be adjusted for Closing Costs typically assessed andapportioned in the location where the Home is located. PRIMACY will beresponsible for ensuring that all such costs are apportioned properly.  Copies of the signed closing sheets will besent to the Company.

 

**Section 8****                    ****Mortgage Payoffs**

 

TheCompany may request PRIMACY to pay off any mortgage at any time.

 

**Section 9****                    ****Transfer of Title**

 

PRIMACY will, asdesignated by Company, arrange to have record title to a Home or SpecialProperty transferred to Company or its designee. Any transfer costs incurred,including title insurance premiums, will be billed to Company as a directexpense. Upon the sale of the Home Primacy shall arrange to have record titletransferred by Company or its designee to the new purchaser. Any transfer costsincurred on the sale to the new purchaser will be billed to Company as a directexpense. Company and its designee agree to cooperate in executing or providingany documents reasonably required by Primacy to transfer record title to a newpurchaser.

 

**Section 10****             ****Billing and Payment**

 

PRIMACY will prepare aweekly invoice for amounts due which have been incurred.   Upon review and approval of the weeklyinvoice by the Company Representative, said expenses will be paid by theCompany via ACH or wire transfer deposited in PRIMACY’S designated bankaccount. PRIMACY will pay said expenses and Employee reimbursements uponreceipt of the ACH or wire deposit.

 

Company will pay anyamounts due with respect to final disposition billing as part of the weeklyinvoice payment described above.

 

It is explicitly agreed thatservice fees and any non-compliance fee will be earned by PRIMACY at the timeof initiation for any ancillary services and 30 days after initiation for anyhomesale program.

 

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**Addendum 2**

 

BVO– Company Funded Equity – EAS Integrated

 

Whenthe Company desires to use PRIMACY’S Buyer Value Option (“BVO”) program inconnection with the relocation of an Employee, the following procedures will befollowed:

 

**Section 1****                    ****Initiation of Employee Into the BVO Program**

 

TheCompany will notify PRIMACY in writing (the “Relocation Authorization”) thatthe Employee is to be transferred and that the Company desires PRIMACY to makean offer to purchase the Employee’s Home. Within two Business Days, PRIMACY will telephone the Employee to explainthe Company’s relocation program pursuant to the Agreement for RelocationServices.

 

**Section 2****                    ****Inspections and Title Work**

 

PRIMACYwill promptly order a title search on the Home or Special Property by a titlecompany selected by PRIMACY.

 

PRIMACYwill also order inspections on the Home or Special Property to include ageneral home inspection and wood boring insect inspection. Other inspections asdeemed appropriate and necessary by PRIMACY (other inspections recommended on abroker market analysis, radon inspections as indicated by the EnvironmentalProtection Agency map of radon zones, etc.) will also be ordered.  Such inspections will and tests will beperformed by qualified companies.  Theresults of all such inspections will be disclosed to prospective purchasers ofthe Home or Special Property.

 

**Section 3****                    ****Home Marketing Assistance**

 

PRIMACYwill compile and send to the Employee lists of qualified real estate brokers oragents in the area in which the Home or Special Property is located.

 

TheEmployee will choose a real estate agent from PRIMACY’S list or may elect touse another agent. If the Employee uses another agent home sale costperformance and the execution of the 11 step I.R.S. approved process may bemore difficult to achieve.

 

Requiredmarketing period will be 60 days, unless otherwise authorized by the Company.

 

**Section 4****                    ****Payments of Equity**

 

TheEmployee’s Equity (or balance if Equity advances have already been made) willbe paid to Employee by the Company, at PRIMACY’S direction, within 5 BusinessDays after the Date of Possession.

 

**Section 5****                    ****Responsibility for the Home or Special Property**

 

Fromand after the Date of Possession, PRIMACY will be responsible for and willassume all the obligations of ownership of the Home or Special Property,including without limitation payment of mortgages, taxes, insurance andmaintenance of the yard, interior and exterior of the property.  All such obligations will be performed in adiligent, prudent manner.  All expensesincurred by PRIMACY in performance of its obligations under this Section 5will be deemed Home Sale Program Costs.

 

**Section 6****                    ****Mortgage Payoffs**

 

TheCompany may request PRIMACY to pay off any mortgage at any time.

 

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**Section 7****                     Proceduresfor Resale**

 

Upon receipt from theEmployee of a fully executed Contract of Sale and any additional documents andinformation required and after any valid third party offers have terminatedwithout sale, PRIMACY will immediately list the Home for sale and will beentitled to accept any offer which it deems satisfactory under prevailingmarket conditions provided that PRIMACY will not accept any offer which is lessthan 95% of the Appraised Value of the Home without prior approval of theCompany.

 

PRIMACY will beauthorized to make repairs and/or capital improvements to the Home in acumulative amount of up to 1% of the Appraised Value of the Home. Any repairsand/or capital improvements in excess of said amount will require specificauthorization from the Company.  However,if in PRIMACY ‘s judgment, repair work of an emergency nature is necessary, PRIMACYis authorized to have such repair work performed without prior authorization.

 

PRIMACY may, at itsdiscretion, allow a third party to assume and agree to pay, by means of asubstitution of liability, any mortgages encumbering the Home, and PRIMACYagrees to protect and hold harmless the Employee against any loss or expenseincurred by reason of such loan assumption.

 

Upon a Resale Closing,the sale proceeds will be adjusted for Closing Costs typically assessed andapportioned in the location where the Home is located. PRIMACY will beresponsible for ensuring that all such costs are apportioned properly.  Copies of the signed closing sheets will besent to the Company.

 

**Section 8****                    ****Transfer of Title**

 

PRIMACY will, asdesignated by Company, arrange to have record title to a Home or SpecialProperty transferred to Company or its designee. Any transfer costs incurred,including title insurance premiums, will be billed to Company as a directexpense. Upon the sale of the Home Primacy shall arrange to have record titletransferred by Company or its designee to the new purchaser. Any transfer costsincurred on the sale to the new purchaser will be billed to Company as a directexpense. Company and its designee agree to cooperate in executing or providingany documents reasonably required by Primacy to transfer record title to a newpurchaser.

 

**Section 9****                    ****Billing and Payment**

 

PRIMACY will prepare aweekly invoice for amounts due which have been incurred.   Upon review and approval of the weeklyinvoice by the Company Representative, said expenses will be paid by theCompany via ACH or wire transfer deposited in PRIMACY’S designated bankaccount. PRIMACY will pay said expenses and Employee reimbursements uponreceipt of the ACH or wire deposit.

 

Company will pay anyamounts due with respect to final disposition billing as part of the weeklyinvoice payment described above.

 

It is explicitly agreedthat service fees and any non-compliance fee will be earned by PRIMACY at thetime of initiation for any ancillary services and 30 days after initiation forany homesale program.

 

**Section 10****             ****Failed Resale Transactions**

 

Ifa Home fails to resell after PRIMACY contracts to buy the Home or SpecialProperty from the Employee, the Home or Special Property will be an inventoriedHome Sale Program property and the service fee and operational procedures forthe Home or Special Property will be the same as that for an inventory propertyin the Home Sale Program.

 

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**Exhibit A**

 

**Definitions**

 

A.           “AppraisedValue” means the offer price extended to an Employee, which price usually shallbe established as the average of two independent appraisals, performed byqualified independent appraisers.

 

B.             “Contractof Sale” means the contract between Primacy and the Employee outlining theterms and conditions of Primacy’s purchase of the Employee’s Home.

 

C.             “BrokerMarket Analysis” means a written market analysis, prepared by a real estateagent knowledgeable as to real estate values and market conditions in the areaof the subject Home, based on recent comparable sales and listings with supportdata.

 

D.            “BusinessDay” means a day that is not a Saturday, Sunday, or a PRIMACY, Company orfederal holiday.

 

E.              “Dateof Possession” shall be the date PRIMACY assumes ownership responsibility for aHome, which is the later of the contract date or the vacate date.

 

F.              “DesignatedRepresentative” means an individual designated by the Company to performcertain obligations herein.  TheDesignated Representative shall be Garrett J. Ulrich with the address set forthin Article 7, or such other individual designated by the Company to act inhis absence.

 

G.             “DirectCosts” are all Home Sale Program costs except administration costs and interestexpense.

 

H.            “Employee”means an individual designated by the Company whose relocation by PRIMACY hasbeen approved by the Company.

 

I.                 “Equity”means an amount equal to the difference between (1) the Contract of Saleprice of the Home and (2) the amount of the sum of all outstandingbalances under all deeds of trust, mortgages and other liens on the Home, anycosts required to cure defects in title and any amounts for work required to bedone to the Home as agreed to by the Employee, and any prorated items such asinterest, property taxes, bonds, assessments and homeowner dues.

 

J.                “Estimateof Most Probable Sales Price” means the price at which a Home or a SpecialProperty would most probably sell for cash or cash equivalent, “as is”, ifexposed to the market for a reasonable marketing time not to exceed 120days.  Implicit in this definition arethe following conditions: both parties are well informed and acting in their bestinterests; and financing is on terms generally available in the community.

 

K.            “Fixtures”shall mean all items of personal property that are affixed to or used inconnection with the Premises, including but not limited to: built in kitchenappliances including refrigerator, range, oven, microwave, dishwasher, disposaland trash compactor; landscaping; fences; swimming pool; swimming poolequipment; window shades; venetian blinds; draperies; curtain rods; stormwindows and doors; combination windows and doors; fireplace doors andequipment; garage door openers; burglar and fire alarm systems and components;attached shelving and mirrors; television antenna; electrical fixtures;plumbing fixtures; heating and air conditioning systems and units; lighting fixtures;carpeting permanently attached to the floors.

 

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L.              “Home”means a single family residence, condominium or townhouse owned by an Employee,the Employee’s spouse or a dependent living in the same home with the Employee,and used as his/her principal residence; “Home” shall exclude cooperatives,multiple dwellings, mobile homes, manufactured housing, any property whichexceeds five acres, any property located outside of the fifty United States; orany property whose Appraised Value is established by means other than anappraisal or any property whose appraised value exceeds $500,000 or where anappraisal has been obtained that did not use the Employee Relocation Council’sapproved format, or any property subject to a directed offer where the Companyhas directed PRIMACY to make an offer, usually for an amount which would exceedthe most probable selling price.  Theterm “Home” shall include all Fixtures normally sold with a Home in accordancewith local custom.  Any additional realproperty owned by an Employee shall not be deemed to be part of the Employee’sproperty for the purposes of this Agreement; however, such additional propertymay be treated as a “Special Property” as defined.

 

M.         “HomeSale Program Costs” means the sum of the following with respect to a Home orSpecial Property:

 

1.               Acquisitioncosts including all costs incurred by PRIMACY to acquire the Employee’s Home orSpecial Property, including but not limited to, relocation appraisal fees,inspections and or testing costs, title search, certificates of occupancy, bankinformation fees and all other miscellaneous acquisition costs, includingliabilities, and expenses incurred by PRIMACY in connection with theacquisition of the Home or Special Property.

 

2.               RecurringCarrying Costs including all recurring costs incurred by PRIMACY to carry ormanage the Home after its acquisition and until the close of its resale,including, but not limited to, mortgage interest, equity interest, propertytaxes, utilities, insurance, maintenance, condominium or homeowner associationcommon area fees, and all other miscellaneous recurring carrying costs,including liabilities, and expenses incurred by PRIMACY in connection withmanaging the Home or Special Property.

 

3.               Non-recurringCarrying Costs including all non-recurring costs incurred by PRIMACY to carryor manage the Home or Special Property after its acquisition and until theclose of its resale, including, but not limited to, repairs, capitalimprovements, mortgage assumption fees, assessments, rental management fees,and all other miscellaneous non-recurring carrying costs, includingliabilities, and expenses incurred by PRIMACY in connection with managing theHome or Special Property.

 

4.               DispositionSelling Costs including all costs incurred by PRIMACY in connection with theresale of the Home or Special Property to a third party, including, but notlimited to, brokers’ commissions, title costs, cost to cure claims of titledefects, attorney fees, escrow fees, document preparation fees, pre-payment penalties,mortgage release fees, state or local transfer and recording fees, closing andother legal fees, F.H.A. or V.A. points, monetary concessions and incentives,gains or losses on sale, survey charges, and all other resale costs, includingliabilities, and expenses incurred by PRIMACY in connection with the costs ofdisposition and selling the Home or Special Property.

 

5.               Administrativecosts are all fees and charges incurred by PRIMACY administering its Home SaleProgram that are not solely related to a specific Home or Special Property,including but not limited to, Home Sale Program fees, interest charges on fundsutilized other than interest on equity advances, and any other fees forancillary services.

 

Creditsreceived by PRIMACY in connection with the rental of the Home or any gain onsale shall be calculated as a credit to the Company to offset Home Sale ProgramCosts.

 

N.            “InventoryPeriod” is the period of time from the Date of Possession to the ResaleClosing.

 

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O.            “MarketableTitle” means one that does not contain a defect, outstanding interest, or claimwhich may conceivably operate to defeat or impair the owner’s title.  Issuance of a title insurance policy shall beconclusive evidence of marketable title.

 

P.              “ResaleClosing” means the consummation of the sale of a Home or Special Propertyacquired by PRIMACY to a third party.

 

Q.            “ServiceFee” is the agreed-upon fee payable by the Company to PRIMACY that applies forservices performed hereunder with respect to the Homes of Employees, whether ornot a Home or Special Property is transferred to the Company or itsdesignee.  The amount of the Service Feeis set forth in Article 4.

 

R.             “SpecialProperty” means any property owned by an Employee which is not within thedefinition of “Home” set forth above, but which is authorized in writing by theCompany to be a part of the Home Sale Program. A Special Property shall be a “Home” for all purposes other thandetermination of the applicable fee.

 

S.              “SpecialProperty Fee” means the fee payable by the Company to PRIMACY for servicesperformed hereunder with respect to any Special Property.  The amount of the Special Property Fee is setforth in Article 4.

 

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