**Exhibit
      10.5**
















**T.G.I.
      FRIDAY’S** **®** **RESTAURANT**





**FRANCHISE
      AGREEMENT**





**Dated:
      ___________________, _______**










**T.G.I.
      FRIDAY’S** **®** **RESTAURANT**





**FRANCHISE
      AGREEMENT**





**TABLE
      OF CONTENTS**





1.
            DEFINITIONS
            12.
            EXCLUSIVE
                RIGHTS; TERM
            73.
            FEES
                AND PAYMENTS
            74.
            REPRESENTATIVE;
                OPERATOR; RESTAURANT MANAGERS; TRAINING
            85.
            RESTAURANT
                LOCATION; OCCUPANCY CONTRACT
            106.
            RESTAURANT
                CONSTRUCTION
            117.
            RESTAURANT
                OPERATIONS; MANUALS
            128.
            CONFIDENTIAL
                INFORMATION
            169.
            PROPRIETARY
                MARKS
            1710.
            ADVERTISING
            1911.
            INSURANCE
            2112.
            ACCOUNTING
                AND RECORDS
            2213.
            FRANCHISEE’S
                REPRESENTATIONS AND WARRANTIES; AFFIRMATIVE AND NEGATIVE
                COVENANTS
            2314.
            TRANSFER
            2615.
            CONSENT
                AND WAIVER
            2816.
            DEFAULT
                AND REMEDIES
            2817.
            OBLIGATIONS
                UPON TERMINATION OR EXPIRATION; RENEWAL OPTION
            3118.
            INDEMNIFICATION
            3519.
            NOTICES
            3720.
            FORCE
                MAJEURE
            3721.
            SEVERABILITY
            3822.
            INDEPENDENT
                CONTRACTOR
            38




i





23.
            DUE
                DILIGENCE AND ASSUMPTION OF RISK
            3824.
            MISCELLANEOUS
            3925.
            CHOICE
                OF LAW; JURISDICTION; VENUE
            3926.
            ENTIRE
                AGREEMENT
            40




ADDENDUM
                A
            COVENANT
                AND AGREEMENT FOR CONFIDENTIALITY (PRINCIPALS)ADDENDUM
                B
            COVENANT
                AND AGREEMENT FOR CONFIDENTIALITY (OTHERS)EXHIBIT
                A
            COMMENCEMENT
                DATE AGREEMENTEXHIBIT
                B
            GUARANTY
                AGREEMENTEXHIBIT
                C
            DESCRIPTION
                OF THE RESTRICTED AREA


ii


**FRANCHISE
      AGREEMENT**








This
      Franchise Agreement is entered into as of the ____ day of ______________,
      _______, by and between TGI Friday’s Inc., a New York corporation (“Friday’s”),
      with its principal place of business located at 4201 Marsh Lane, Carrollton,
      Texas, 75007, and Main St. California, Inc., an Arizona corporation
      (“Franchisee”), with its principal place of business located at 5050 North
      40 th Street,
      Suite 200, Phoenix, Arizona 85018, and its Principals (as defined herein
      below).





**RECITALS**





WHEREAS,
      Friday’s has developed and owns the System;





WHEREAS,
      Friday’s intends to identify the System with the Proprietary Marks;





WHEREAS,
      Friday’s continues to develop, use and control the use of the Proprietary Marks
      to identify the source of services and products marketed under the System and
      to
      represent the System’s high standards;





WHEREAS,
      Friday’s and Franchisee (or Developer, as defined therein) have entered into the
      Development Agreement; and





WHEREAS,
      Franchisee wishes to obtain certain rights to use the System in connection
      with
      the operation of the Restaurant and to receive training and other assistance
      provided by Friday’s in connection therewith as described herein.





NOW,
      THEREFORE, the parties, in consideration of the undertakings and commitments
      set
      forth herein, agree as follows:





**1.**
            **DEFINITIONS**





As
      used
      in this Agreement the following words and phrases shall have the meanings
      attributed to them in this Section:





Action - any
      cause of action, suit, proceeding, claim, demand, investigation or inquiry
      (whether a formal proceeding or otherwise) asserted or instituted by a third
      party with respect to which the indemnity described in Section 18
      applies.





Affiliate -
      Carlson Restaurants Worldwide Inc., or any subsidiary thereof or any subsidiary
      of TGI Friday’s Inc.





Agreement -
      this
      Franchise Agreement.





Business
      Days - each
      calendar day except Saturday, Sunday and national legal holidays.





Commencement
      Date - the
      first to occur of the date the Restaurant opens for business to the public
      or
      the date Franchisee is required to open the Restaurant for business pursuant
      to
      the terms hereof.





Commencement
      Date Agreement - an
      agreement memorializing the Commencement Date in the form of Exhibit
      A hereto.


1


Competing
      Business - a
      restaurant business offering the same or similar products and services as
      offered by restaurants in the System or restaurants in any other concept or
      system owned, operated, managed or franchised by Friday’s or any Affiliate,
      including, without limitation, waiter/waitress service, sit-down dining and
      bar
      services.





Confidential
      Information - the
      System, the Development Manual, the Manuals, other manuals, the Standards,
      written directives and all drawings, equipment, recipes, computer and point
      of
      sale programs (and output from such programs), and any other information,
      know-how, techniques, material and data imparted or made available by Friday’s
      which is (i) designated as confidential; (ii) known by Franchisee to be
      considered confidential by Friday’s; or (iii) by its nature inherently or
      reasonably considered confidential.





Control
      of the Real Estate - a
      fully executed deed, lease, sublease or other occupancy agreement, in form
      and
      substance satisfactory to Friday’s, evidencing the control by Franchisee of the
      property upon which the Restaurant is situated.





Design
      Concept Drawings -
      Franchisee’s site plans showing parking layout, landscaping and Site signage,
      floor plan with seating layout and food service layout with legend, exterior
      elevations with signage, transverse and longitudinal building cross sections,
      typical wall sections, interior elevations of all walls in the front of the
      Restaurant, and a reflected ceiling plan showing the location of all
      front-of-the-Restaurant lighting, ceiling stained glass and ceiling
      fans.





Developer - as
      defined in the Development Agreement.





Development
      Agreement - that
      certain agreement dated ____________________, _____, between Friday’s and
      Franchisee (or Developer, as therein defined) relating to the development of
      T.G.I. Friday’s ® Restaurants.





Development
      Manual -
      Friday’s manual, as amended from time to time by Friday’s, describing
      (generally) the procedures and parameters for the development of T.G.I.
      Friday’s ® Restaurants.





Entertainment
      Park -
      includes, but is not limited to any amusement park, theme park, or any other
      entertainment venue which has a national presence of at least two (2) or more
      such parks in existence, and which has averaged at least 1.5 million persons
      in
      annual attendance for the preceding three (3) calendar years at any one (1)
      park
      location.





Event
      of Default - as
      defined in Sections 16.01 and 16.02.





Franchise
      Fee - a
      non-refundable initial franchise fee of Fifty Thousand Dollars ($50,000.00)
      paid
      by Franchisee to Friday’s upon the execution of this Agreement, which amount
      shall be deemed fully earned by Friday’s upon payment.





Franchisee - Main
      St. California, Inc., an Arizona corporation.





Franchisee
      Indemnitees -
      Franchisee, the Principals, and their respective directors, officers, employees,
      agents, shareholders, affiliates, successors and assigns and the respective
      directors, officers, employees, agents, shareholders, affiliates, successors
      and
      assigns of each.





Friday’s - TGI
      Friday’s Inc., a New York corporation.


2


Friday’s
      Indemnitees -
      Friday’s, its directors, officers, employees, agents, shareholders, affiliates,
      successors and assigns and the respective directors, officers, employees,
      agents, shareholders and affiliates of each.





Furnishings - all of
      the decorative memorabilia, furnishings, signs, equipment, advertising
      materials, inventory, trade dress, menus, items bearing any of the Proprietary
      Marks and other tangible assets used in connection with Restaurant
      operation.





Gross
      Sales -
      A  For
      the
      purposes of this Agreement, “Gross Sales” shall mean:





(1)  the
      entire amount of the actual sales price, whether for cash or other
      consideration, of all sales of food, beverages, merchandise and services in,
      on,
      or from the Restaurant, including receipts from mail, facsimile or telephone
      orders received or filled from the Restaurant and telephone and vending machine
      receipts;





(2)  all
      deposits not refunded to purchasers;





(3)  orders
      taken, although such orders may be filled elsewhere;





(4)  payments
      to Franchisee by any concessionaire, franchisee or person otherwise in the
      Restaurant with Friday’s consent; and





(5)  promotional
      allowances to customers whether negative or positive in an amount equal to
      Franchisee’s retail price for food and/or beverages prepared and served by
      Franchisee to the extent of the discount (in whole or in part) provided to
      the
      customers, but only to the extent that said amount for promotional allowances
      exceeds two and one-half percent (2 1⁄2%), or such higher percentage as permitted
      by Friday’s, of Gross Sales as calculated without inclusion of said amount. Such
      promotional allowances shall include the retail price of food and beverages
      covered by appetizer and dinner cards and the customer comp cards to which
      Friday’s gives consent. Promotional allowances provided in exchange for goods or
      services shall be includable in Gross Sales without benefit of the two and
      one-half percent (2 1⁄2%) discount, or such higher percentage as permitted by
      Friday’s, (funds expended by Franchisee to comply with its local advertising
      requirement pursuant to Section 10.01.A shall not be included as promotional
      allowances under this section).





B.  Gross
      Sales shall not include:





(1)  the
      amount of returns to shippers or manufacturers;





(2)  the
      amount of any cash or credit refunds made upon any sale where the food,
      beverages, merchandise or service sold or some part thereof is thereafter
      returned by the customer and accepted by Franchisee;





(3)  receipts
      from sales of furniture, trade fixtures or other extraordinary sales (unless
      bearing any Proprietary Mark) not made in the ordinary course of
      business;





(4)  any
      sales
      or value added tax required by any duly constituted taxing authority to be
      separately accounted for and collected on its behalf by Franchisee directly
      from
      Franchisee’s customers and paid by Franchisee to the taxing authority;
      and





(5)  meals
      served to an employee at no cost while the employee is on duty, or the
      discounted portion of meals served to an employee.


3


C.  Each
      charge or sale upon installment or credit shall be treated as a sale for the
      full price in the month during which such charge or sale shall be made,
      irrespective of whether, or of the time when, Franchisee shall receive payment
      (whether full or partial) thereof.





Headquarters - the
      location(s) designated from time to time by Friday’s as its principal place of
      business.





Indemnitees -
      Friday’s Indemnitees and/or Franchisee Indemnitees.





Internet - any
      means of electronic communication that employs inter-connected computer networks
      to communicate information (of any kind) by fiber optics, wire, radio or other
      methods of transmission, including the myriad of computers, telecommunications
      facilities and similar means (both equipment and software) that comprise the
      interconnected worldwide network of networks that employ the TCP/IP
      (Transmission Control Protocol/Internet Protocol) or any predecessor or
      successor protocols to that protocol.





Intranet - a
      private method of communication for use only by employees and franchisees of
      Friday’s; the Friday’s Intranet may be either a “true” intranet (a series of
      inter-connected computers that use the same type of software as the Internet,
      but that are not technically part of the Internet and do not use the Internet
      to
      transmit material to one another) or an extranet (which will actually transmit
      information over the Internet, but require a password to access data on the
      servers used by Friday’s).





Losses
      and Expenses -
      compensatory, exemplary or punitive damages, fines, charges, costs, expenses,
      lost profits, reasonable fees of attorneys and other engaged professionals,
      court costs, settlement amounts, judgments, costs of or resulting from delays,
      financing, costs of advertising material and media time/space, and costs of
      changing, substituting or replacing the same, and any and all expenses of
      recall, refunds, compensation, public notices and other such amounts incurred
      in
      connection with the matters described in Section 18.





Manuals -
      Friday’s confidential operating manuals, as amended from time to time by
      Friday’s, which contain the Standards (as defined below) for the operation or
      marketing of the Restaurant including (i) those relating to the selection,
      purchase, service and sale of all products being sold and any services to be
      offered at the Restaurant or through Friday’s Web site; (ii) those relating to
      the maintenance and repair of the Restaurant, buildings, grounds, equipment,
      signs, interior and exterior decor items, fixtures and furnishings; (iii) those
      relating to employee apparel and dress, accounting, bookkeeping, record
      retention, computer and other business systems, procedures and operations;
      and
      (iv) those relating to any advertising or marketing of the T.G.I. Friday’s
      Restaurants in any media, including print, broadcasting or electronic
      communications, such as the Internet. The Manuals may also address other issues
      mentioned in this Agreement or relating to the relationship between Friday’s and
      Franchisee, such as rules and regulations for participation in the Friday’s
      Internet Web site including reservation service or other e-commerce activities
      (including sales of memorabilia) through Friday’s Internet Web
      site.





Material
      Event of Default - an
      Event of Default which constitutes a substantial deviation from the performance
      required.





Multi-Unit
      Manager(s) - the
      individual(s) designated as described in Section 4.05 who shall be solely
      dedicated to the management and supervision of the Restaurant and certain other
      restaurants developed pursuant to the Development Agreement.





NSO
      Team - a “new
      store opening team” consisting of Friday’s employees and certain of Franchisee’s
      employees to whom Friday’s has consented which shall perform the functions
      described in Section 4.09.


4


Occupancy
      Contract - the
      agreement (including, without limitation, any lease, deed, contract for sale,
      contract for deed, land contract, management contract, license or other
      agreement purporting to grant any right, title or interest in or to the Site)
      pursuant to which Franchisee shall occupy or acquire rights in the
      Site.





Operator - an
      individual designated as described in Section 4.02 who shall devote his full
      time and best efforts to the management and supervision of (i) Franchisee’s
      duties and obligations hereunder and (ii) the operation of (a) the Restaurant
      and (b) all T.G.I. Friday’s ® Restaurants developed pursuant to rights granted by Friday’s.





Other
      Concepts -
      Retail, wholesale, restaurant, bar, tavern, take-out or any other type of
      business involving the production, distribution or sale of food products,
      beverages, services, merchandise or other items in connection with the use
      of
      one, some or all of the Proprietary Marks or other names or marks, but utilizing
      a system other than the System pursuant to which a T.G.I. Friday’s ® Restaurant is operated.





Owner - the
      party (if other than the Franchisee) owning or controlling the Site and being
      a
      party (with Franchisee) to the Occupancy Contract.





Payments - all
      transfers of funds from Franchisee to Friday’s including, without limitation,
      the Franchise Fee, the Royalty Fee and reimbursement of expenses.





Permanent
      Disability - any
      physical, emotional or mental injury, illness or incapacity which would prevent
      the afflicted person from performing his obligations hereunder for more than
      ninety (90) consecutive days as determined by a licensed physician selected
      by
      Friday’s.





Preliminary
      Site Consent -
      written communication from Friday’s to Developer notifying Developer that a
      proposed site has received the consent of the Friday’s Site Review
      Committee.





Principal(s) - Main
      Street Restaurant Group, Inc., who is (and such other persons or entities to
      which Friday’s gives consent and which are from time to time) the record and
      beneficial owner of, and has the right to vote its respective interest
      (collectively 100%) in the Securities of Franchisee or the securities or
      partnership interest of any person or entity designated by Friday’s which owns
      or controls a direct or indirect interest in the Securities of the
      Franchisee.





Project
      Manager - an
      individual designated as described in Section 4.04 who shall devote his
      full-time and best efforts to the coordination and completion of Restaurant
      construction.





Proprietary
      Marks -
      certain trademarks, trade names, service marks, trade dress, emblems and indicia
      of origin designated by Friday’s from time to time for use in connection with
      the operation of T.G.I. Friday’s ® Restaurants pursuant to the System, including, without limitation, “ **T.G.I.
      Friday’s** **®** ”,
      “ **Friday’s** **®** **”** and
“ **The
      American Bistro** **®** **”** .





Publicly-Held
      Entity - a
      corporation or other entity whose equity securities are (i) registered pursuant
      to applicable law; (ii) widely held by the public; and (iii) traded on a public
      securities exchange or over the counter pursuant to applicable law.





Renewal
      Election Date - the
      date on which Franchisee notifies Friday’s in writing of its election to renew
      this Agreement.





Renewal
      Franchise Agreement - the
      franchise agreement as defined in Section 17.09.


5


Renewal
      Term - twenty
      years from the expiration of the Term of this Agreement.





Representative - an
      individual, designated as described in Section 4.01 who (i) owns an equity
      interest in the Franchisee and (ii) is authorized to act on behalf of, and
      bind,
      Franchisee with respect to this Agreement.





Restaurant - the
      T.G.I. Friday’s ® Restaurant to be developed and operated pursuant to this Agreement.





Restaurant
      Manager(s) -
      general manager, assistant general manager, kitchen manager and other managers
      required for the management, operation, supervision and promotion of the
      Restaurant pursuant to the terms hereof.





Restricted
      Area - the
      geographical area described in Exhibit
      C ;
      provided, however, the Restricted Area (a) shall in no event exceed a three
      (3)
      mile radius surrounding the Site, (b) not include any airport properties,
      professional sports stadiums, military bases, Entertainment Parks or casinos
      located within the geographical area described in Exhibit
      C ,
      and (c)
      not include the area contained within a three (3) mile radius of any other
      T.G.I. Friday’s ® Restaurant located within such Restricted Area as of the date of this
      Agreement.





Royalty
      Fee - a
      continuing monthly fee in the amount of four percent (4%) of Gross Sales at
      the
      Restaurant in each accounting month payable by Franchisee to
      Friday’s.





Security - the
      capital stock of, partner’s interest in, or other equity or voting interest in
      Franchisee, including such interests issued or created subsequent to the date
      hereof.





Site - the
      location of the Restaurant, being
      __________________________________.





Standards -
      Friday’s standards, instructions, requirements, methods, specifications and
      procedures for the operation and marketing of the Restaurant, as amended from
      time to time by Friday’s, contained in, and being a part of, the Confidential
      Information pursuant to which Franchisee shall develop and operate the
      Restaurant at the Site.





System - a
      unique, proprietary system developed and owned by Friday’s (which may be
      modified or further developed from time to time by Friday’s) for the
      establishment and operation of full-service restaurants and bars/restaurants
      under the Proprietary Marks, which includes, without limitation, a distinctive
      image consisting of exterior and interior design, decor, color scheme and
      furnishings; special recipes, menu items and full service bar; uniform
      standards, products, services and specifications; procedures with respect to
      operations, inventory and management control (including accounting procedures
      and policies); training and assistance; and advertising and promotional
      programs.





Term - a
      period commencing as of the date hereof and continuing until the twentieth
      (20th) anniversary of the Commencement Date.





Territorial
      Expenses - such
      costs and expenses incurred by or assessed with respect to Friday’s (or other
      described party’s) employees, agents and/or representatives in connection with
      activities in the Territory which Franchisee is obligated to pay pursuant to
      this Agreement, including, without limitation, hotel/lodging, transportation
      and
      meals, and other related or incidental expenses.





TGIFM - TGI
      Friday’s of Minnesota, Inc., a Minnesota corporation and a subsidiary of
      Friday’s.


6


T.G.I.
      Friday’s ® Restaurants -
      restaurants operated in accordance with the System under the registered service
      marks “ **Friday’s** **®** ”
or
      “ **T.G.I.
      Friday’s** ® ”.





Training
      Center - the
      location(s) specified from time to time by Friday’s as the training
      center.





Transfer - the
      sale, assignment, conveyance, license, devise, bequest, pledge, mortgage or
      other encumbrance, whether direct or indirect, of (i) this Agreement or the
      Development Agreement; (ii) any or all rights or obligations of Franchisee
      herein; or (iii) any interest in any Security, including the issuance of any
      new
      Securities.





Transferee
      Owner(s) - the
      owner of any and all record or beneficial interest in the capital stock of,
      partner’s interest in, or other equity or voting interest in any transferee of a
      Transfer occurring pursuant to the terms of Section 14.





Wage
      Expenses - such
      wages and/or salaries (including a reasonable allocation of the cost of
      benefits) of, or with respect to, Friday’s (or other described party’s)
      employees, agents and or representatives to be reimbursed to Friday’s or such
      party as described herein.




**2.**
            **EXCLUSIVE
                RIGHTS; TERM**





2.01  A.  Friday’s
      grants to Franchisee the right, and Franchisee accepts the obligation, subject
      to the terms and conditions herein, to develop and operate the Restaurant
      pursuant to the System at the Site and to use solely in connection therewith
      the
      Proprietary Marks. During the Term and for so long as no Event of Default has
      occurred and is continuing and no event has occurred which, with the giving
      of
      notice or lapse of time, or both, would constitute an Event of Default, Friday’s
      will not develop or operate, nor authorize any other person to develop or
      operate, a T.G.I. Friday’s ® Restaurant within the Restricted Area.





B.  Subject
      to any rights which may exist pursuant to the Development Agreement, Friday’s
      expressly reserves the right, and Franchisee acknowledges that Friday’s has the
      exclusive unrestricted right to engage, directly and indirectly, through its
      employees, developers, franchisees, licenses, agents and others, in the
      development and operation of T.G.I. Friday’s Restaurants outside the Restricted
      Area.





C.  Nothing
      contained in this Section 2 shall in any way limit or restrict the rights
      reserved by Friday’s in Section 9.02(F).





2.02  Friday’s
      expressly reserves the right, and Franchisee acknowledges that Friday’s has the
      exclusive unrestricted right, to engage, directly and indirectly, through its
      employees, developers, franchisees, licensees, agents and others within and
      outside the Restricted Area, in Other Concepts, including a Front
      Row ® Sports
      Grill. Such Other Concepts may compete with Franchisee directly or indirectly.
      Friday’s reserves the right to use the Proprietary Marks in connection with
      Other Concepts.





2.03  Unless
      sooner terminated as provided herein, this Agreement shall be effective on
      the
      date hereof, and continue until the expiration of the Term. Within thirty (30)
      days after the Commencement Date, the parties shall execute the Commencement
      Date Agreement.




**3.**
            **FEES
                AND PAYMENTS**





3.01  A. Upon
      execution of this Agreement, Franchisee shall pay to Friday’s the Franchise Fee.
      A credit shall be applied to the Franchise Fee in an amount equal to the portion
      of the Development Fee (as defined in the Development Agreement) applicable
      to
      the Restaurant which was paid by the Developer pursuant to the Development
      Agreement.


7


B.  Franchisee
      shall pay the Royalty Fee on or before the fifteenth (15th) day of each month
      with respect to Gross Sales at the Restaurant in the preceding accounting
      month.





3.02  A.  All
      Payments shall be submitted to Friday’s at the address provided in Section 19
      hereof, in care of the “Treasurer”, or such other address as Friday’s shall
      designate in writing.





B.  Payments
      shall be received by Friday’s (i) upon execution hereof in the case of the
      Franchise Fee; (ii) as described in Section 3.01.B in the case of the Royalty
      Fee; and (iii) not more than thirty (30) days after date of invoice for all
      other Payments. Delinquent Payments shall bear interest from the due date until
      received by Friday’s at eighteen percent (18%) per annum or the maximum rate
      permitted by law, whichever is less.





3.03  Any
      taxes
      or duties imposed upon or with respect to this Agreement or any materials,
      supplies or specifications acquired by or provided to Franchisee pursuant to
      or
      in connection with this Agreement shall be paid by Franchisee. Franchisee shall
      pay to Friday’s an amount equal to any sales tax, gross receipts tax, excise tax
      or any license or tax similar thereto which is imposed, directly or indirectly,
      on Friday’s with respect to any Payments to Friday’s required under this
      Agreement. The preceding sentence shall not apply to any franchise tax or
      income, or excess profits tax (or any tax in lieu thereof) imposed on Friday’s
      with respect to the aforesaid payments.





3.04  Franchisee
      shall not withhold or off-set any portion of any Payment due to Friday’s alleged
      non-performance under this Agreement or any other agreement by and between
      Friday’s and Franchisee or their respective parent corporations, subsidiaries or
      affiliates.





**4.**
            **REPRESENTATIVE;
                OPERATOR; RESTAURANT MANAGERS;
                TRAINING**





4.01  Franchisee
      hereby designates **Bill
      Shrader** as the
      Representative. Any replacement Representative shall be designated within ten
      (10) days of the prior Representative’s resignation or termination. Each
      Representative shall attend and successfully complete at the Training Center,
      Friday’s “Owner’s Orientation Program” (currently, approximately four (4)
      weeks). The Representative hereunder and under the Development Agreement shall
      be the same individual.





4.02  Franchisee
      hereby designates **Stuart
      Gee** as the
      Operator. Any replacement Operator shall be designated within ten (10) days
      of
      the prior Operator’s resignation or termination. Each Operator shall attend and
      successfully complete at the Training Center, within six (6) months of
      appointment, Friday’s training program required for Restaurant Managers
      ( see Section
      4.03). The Operator hereunder and under the Development Agreement shall be
      the
      same individual.





4.03  The
      requisite number of Restaurant Managers, as determined by Friday’s, shall be
      employed by Franchisee for the Restaurant. All Restaurant Managers shall attend
      and successfully complete at the Training Center, Friday’s training program for
      Restaurant Managers of T.G.I. Friday’s ® Restaurants (currently, one (1) week). Additionally, the Restaurant Managers
      shall attend and successfully complete additional training (currently,
      approximately fourteen (14) weeks) at such then existing T.G.I.
      Friday’s ® Restaurants as shall be designated by Friday’s. Any previously trained
      Restaurant Manager who is not a general manager, but has been selected to become
      a general manager, shall attend and successfully complete such additional
      training as Friday’s may require. Friday’s may require general and kitchen
      managers, at Franchisee’s expense, to attend and successfully complete
      additional training at the Training Center.


8


4.04  Not
      less
      than sixty (60) days prior to the commencement of Restaurant construction,
      Franchisee shall designate the Project Manager. Any replacement Project Manager
      shall be designated within ten (10) days of the prior Project Manager’s
      resignation or termination.





4.05  In
      the
      event this Agreement is for the third T.G.I. Friday’s ® Restaurant to be developed under the Development Agreement, Franchisee shall
      designate a Multi-Unit Manager. Additional Multi-Unit Managers shall be
      designated from time to time as reasonably required by Friday’s. Prior to
      assuming his duties, each Multi-Unit Manager shall have successfully completed
      training as a Restaurant Manager and shall attend at the Training Center, and
      successfully complete, Friday’s training program for Multi-Unit Managers
      (currently, two (2) days at the Training Center and approximately four (4)
      weeks
      at such then existing T.G.I. Friday’s ® Restaurants as shall be designated by Friday’s).





4.06  Friday’s
      shall have the right to interview and consent to each Operator, each Multi-Unit
      Manager, each Project Manager and all Restaurant Managers. Friday’s shall
      endeavor to conduct such interviews at the Restaurant, but may require that
      such
      interviews occur at Headquarters. Franchisee shall bear all costs and expenses
      related to making the Restaurant Managers available for such
      interviews.





4.07  Friday’s
      shall provide instructors, facilities and materials for training at the Training
      Center, and shall provide, at its option, other training programs (at
      non-Training Center locations) as may be designated by Friday’s from time to
      time in the Manuals or otherwise in writing. Franchisee shall reimburse Friday’s
      for any Territorial Expenses or other direct expenses incurred by Friday’s for
      such other training programs.





4.08  Except
      as
      provided herein, Franchisee shall bear all costs and expenses relating to any
      Representative, Operator, Multi-Unit Manager, Project Manager and Restaurant
      Manager training.





4.09  The
      NSO
      Team shall assist in (i) training Franchisee’s employees at the Site and (ii)
      the opening of the Restaurant. The NSO Team typically consists of a combined
      total of approximately twelve (12) employees of Friday’s and Franchisee (the
      actual number of members shall be determined by Friday’s, depending upon the
      number of T.G.I. Friday’s ® Restaurants already being operated by Franchisee and such other criteria as
      Friday’s deems reasonable). The members of the NSO Team shall be subject to
      Friday’s consent. The number of Friday’s employees selected to serve on the NSO
      Team for the Restaurant is determined according to the following schedule,
      provided however, Friday’s may elect to modify this schedule in the event the
      total number of people on the NSO Team is greater or less than twelve
      (12):





**No.
                of Restaurants Operated**
              **by
                Developer**
            **No.
                of Friday’s Employees**
              **On
                the NSO Team**
            **Team
                Members Paid for by Developer**7
                or more
            2
            10





In
      the
      event Friday’s determines that more than 12 NSO team members are necessary for
      an opening, Developers with five or more restaurants open (inclusive of the
      new
      restaurant) shall be responsible for the costs associated with the team members
      in excess of 12. For Developers with less than five restaurants open, Friday’s
      will bear the costs of the additional team members.





If
      Franchisee fails or is unable to timely provide such employees, Friday’s may,
      but shall not be obligated to, staff the NSO Team with Friday’s employees.
      Friday’s and Franchisee shall each be responsible for (a) making all travel,
      food and lodging arrangements and (b) the wages and other expenses of the NSO
      Team members provided by each; provided, however, that Franchisee shall
      reimburse Friday’s for the Territorial Expenses and the Wage Expenses of
      Friday’s employees who are provided as a result of Franchisee’s failure or
      inability to provide Franchisee’s employees for participation on the NSO
      Team.


9


4.10  Franchisee
      shall comply with such employee training and testing procedures and requirements
      reasonably prescribed in the Manuals or otherwise in writing.





4.11  Friday’s
      may create an audio and/or video recording of any training programs at Friday’s
      expense.





**5.**
            **RESTAURANT
                LOCATION; OCCUPANCY
                CONTRACT**





5.01  Franchisee
      shall not relocate the Restaurant from the Site without Friday’s
      consent.





5.02  Friday’s
      shall have the right to review and consent to the Occupancy Contract prior
      to
      the execution thereof. Franchisee represents that the Occupancy Contract as
      consented to by Friday’s shall be executed by all necessary parties within ten
      (10) days following Friday’s consent thereto. Franchisee shall furnish Friday’s
      a complete copy of the fully executed Occupancy Contract within ten (10) days
      after execution. Unless it conveys to Franchisee fee simple title to the Site,
      the Occupancy Contract shall include the following covenants in a form
      substantially set forth below (Upon request, Friday’s shall provide to
      Franchisee sample lease provisons.):





A.  Owner
      shall deliver to Friday’s, simultaneously with delivery to Franchisee, any
      notice alleging Franchisee’s default under the Occupancy Contract which
      threatens or purports to terminate the Occupancy Contract or result in a
      foreclosure thereof;





B.  Friday’s
      may enter the Restaurant premises to protect the Proprietary Marks or the System
      or to cure any Event of Default or default under the Occupancy
      Contract;





C.  Franchisee
      may assign the Occupancy Contract to Friday’s without any fee or modification
      thereof and Friday’s may assign the Occupancy Contract or license or sublease
      the Restaurant premises for any part of the remaining term of the Occupancy
      Contract, each without Owner’s consent; and





D.  Owner
      and
      Franchisee shall not amend the Occupancy Contract in any way which is
      inconsistent with the provisions of Sections 5.02.A through D,
      inclusive.





5.03  Notwithstanding
      the terms of Section 5.02, Franchisee shall:





A.  deliver
      to Friday’s, immediately after delivery to or by Franchisee, any notice of
      default under the Occupancy Contract which threatens or purports to terminate
      the Occupancy Contract or result in a foreclosure thereof;





B.  permit
      Friday’s to enter the Restaurant premises to protect the Proprietary Marks or
      the System or to cure any Event of Default or default under the Occupancy
      Contract, all at Franchisee’s expense; and





C.  not
      amend
      the Occupancy Contract in any way which is inconsistent with the provisions
      described in Sections 5.02.A through D, inclusive.


10


**6.**
            **RESTAURANT
                CONSTRUCTION**





6.01  Franchisee
      shall ensure that (i) materials satisfying the Standards are utilized in
      construction and (ii) such materials are purchased from suppliers as described
      in Sections 6.07 and 6.08.





6.02**  Franchisee
      shall (a) employ a qualified architect and licensed general contractor to whom
      Friday’s shall have the right to consent, and (b) provide copies to Friday’s,
      upon request, of architectural or construction contracts applicable to the
      Restaurant. Upon request by Franchisee, Friday’s will make available to
      Franchisee, at Franchisee’s expense, (i) architectural consultation and advice;
      (ii) preparation of Design Concept Drawings; and (iii) consultation and advice
      on the purchase, display and installation of typical decorative
      memorabilia.





6.03  Franchisee
      shall (i) submit Design Concept Drawings, incorporating proposed adaptations
      to
      the local market for Friday’s consent; (ii) modify the Design Concept Drawings
      as reasonably required by Friday’s; and (iii) submit the modified Design Concept
      Drawings to Friday’s for final consent. Following Friday’s consent to the Design
      Concept Drawings, Franchisee shall, pursuant to the Manuals, (a) submit for
      Friday’s review, construction plans and specifications based upon the standard
      construction plans provided to Franchisee, adapted by Franchisee to the Design
      Concept Drawings for the Restaurant to which Friday’s has consented; (b) modify
      such plans and specifications as reasonably required by Friday’s; (c) submit
      such modified plans and specifications to Friday’s for final consent; and (d)
      construct the Restaurant pursuant to the plans and specifications to which
      Friday’s has consented. Design Concept Drawings and construction plans and
      specifications to which Friday’s has consented shall not be modified without
      Friday’s consent. Prior to the commencement of construction, Franchisee shall
      deliver a construction schedule and thereafter shall deliver monthly revisions
      thereof indicating construction progress.





6.04  As
      a
      condition to Friday’s approval of the final drawings, plans, and specifications,
      Franchisee shall deliver to Friday’s, in a form to be provided by Friday’s, a
      certification by a design professional of ADA compliance of the design of the
      Restaurant. Prior to the opening of the Restaurant, Franchisee shall deliver
      to
      Friday’s, in a form to be provided by Friday’s, a certification by the
      construction contractor of ADA compliance of the actual construction of the
      Restaurant. Franchisee shall also deliver to Friday’s, in a form to be provided
      by Friday’s, a certification by Franchisee of ADA compliance of both the design
      and actual construction of the Restaurant.





6.05  Franchisee
      shall obtain all zoning classifications, clearances, consents, permits and
      licenses required in connection with the construction of the Restaurant. Upon
      request, copies of such permits and licenses shall be provided to
      Friday’s.





6.06  Franchisee
      shall commence construction within six (6) months from the date of Preliminary
      Site Consent and shall complete construction no later than eleven (11) months
      thereafter and sooner if so required by the opening dates set forth in the
      Development Agreement. Construction shall be deemed to have been commenced
      upon
      the commencement of site work by heavy equipment or, in the event the Restaurant
      is to be located in existing shell space, commencement of construction-related
      work at the Site. Franchisee shall, within ten (10) days after commencement
      of
      construction, advise Friday’s of such commencement date. Friday’s may inspect
      construction at the Site. Franchisee shall make all necessary arrangements
      to
      insure Friday’s access to the Site.





6.07  Franchisee
      shall acquire from Friday’s or a supplier satisfying the requirements of Section
      6.08 all (i) fixtures, (ii) furnishings, (iii) other products and materials
      required for the development of the Restaurant, and (iv) millwork for the
      Restaurant. Franchisee acknowledges that Friday’s may (i) profit from its sale
      of such items to Franchisee or (ii) receive consideration from the third party
      supplier with respect to Franchisee’s purchases of such items.


11


6.08  Franchisee’s
      suppliers of the items referred to in Section 6.07 shall (i) demonstrate the
      ability to meet the Standards; (ii) possess quality controls and capacity to
      supply Franchisee’s needs promptly, reliably and consistent with the Standards
      and the System; and (iii) not have been rejected in writing by Friday’s.
      Franchisee shall provide Friday’s with a current list of suppliers prior to
      commencement of construction of the Restaurant (current supplier lists shall
      thereafter be provided upon request). Franchisee shall bear or reimburse
      Friday’s direct expenses incurred in connection with the consent to suppliers.
      Friday’s may provide a list of suppliers to which Friday’s has given consent for
      such items.





6.09  Friday’s
      reserves the right to consent to, or require, limited variations from the
      Standards with respect to the development of other T.G.I. Friday’s ® Restaurants in the System.





**7.**
            **RESTAURANT
                OPERATIONS; MANUALS**





7.01  The
      Restaurant shall open for business (i) only with Friday’s consent and (ii)
      promptly after completion of appropriate training pursuant to the System (as
      reasonably determined by Friday’s).





7.02  Franchisee
      acknowledges that (i) every component of the System is material to (a) Friday’s,
      (b) other franchisees in the System and (c) the operation of the Restaurant;
      and
      (ii) compliance by all System franchisees with the Standards and the System
      is
      (a) fundamental to the value of the System and to this Agreement and (b) the
      basis for the broad public acceptance of the System and the goodwill associated
      therewith.





7.03  Franchisee
      shall employ continuously during the Term the requisite number of Restaurant
      Managers, as determined by Friday’s, each of whom shall have successfully
      completed appropriate training as described herein.





7.04  Except
      as
      otherwise provided herein, Franchisee shall:





A.  use
      the
      Restaurant premises solely for the operation of the Restaurant pursuant to
      the
      terms hereof;





B.  keep
      the
      Restaurant operating pursuant to the terms hereof for such minimum hours and
      days as from time to time prescribed in the Manuals or otherwise in writing
      except as restricted by local law;





C.  obtain
      and maintain all permits and licenses required for Restaurant operation and
      comply with all applicable federal, state or local laws and regulations relating
      to the Restaurant, its operation, or its business;





D.  refrain
      from using any juke box, video machine or other coin or token operated machine,
      or any film or video device to which Friday’s has not given
      consent;





E.  refrain
      from (i) offering for sale any tickets, subscriptions or chances; (ii)
      conducting any pools, raffles or related activities; (iii) using or allowing
      any
      gaming, dancing or live entertainment; or (iv) using or providing any form
      of
      delivery service at, from or on the Restaurant premises without Friday’s
      consent;


12


F.  permit
      Friday’s to enter upon the Restaurant premises at any time to inspect the
      Restaurant and the products and materials used by Franchisee, cooperate with
      such inspection and take such steps as may be necessary to correct any
      deficiencies discovered during such inspection (Franchisee acknowledges that
      Friday’s may re-inspect the Restaurant and such products or materials and revoke
      its consent to any product or material (or the supplier thereof) or the
      condition of the Restaurant should the Restaurant, products or materials fail
      to
      meet the Standards); and





G.  permit
      Friday’s to remove from the Restaurant samples of any inventory items (without
      payment) in amounts reasonably necessary for testing to determine if such
      samples meet the Standards. Friday’s may require Franchisee to bear the cost of
      such testing if Friday’s has not given consent to the supplier or if the sample
      fails to conform to Friday’s specifications.





7.05  Franchisee
      shall forward to Friday’s within five (5) days of Franchisee’s receipt thereof
      copies of all inspection reports, warnings, certificates and ratings issued
      by
      any governmental entity during the Term of this Agreement in connection with
      the
      conduct of the franchised business which indicate less than full compliance
      by
      Franchisee with any applicable law, rule or regulation.





7.06  Franchisee
      acknowledges that a material aspect of the System is the (i) breadth of palate
      range and (ii) quality of, and Standards relating to, food and beverage.
      Therefore, Franchisee shall (a) sell or offer only such products and services
      to
      which Friday’s has consented (which products and services shall be prepared,
      offered and served or delivered in accordance with the Standards); (b) sell
      or
      offer for sale all products and services required by Friday’s; (c) refrain from
      any deviation from the Standards without Friday’s consent; and (d) discontinue
      selling or offering any products and services to which Friday’s fails to
      consent, or revokes its consent in writing.





7.07  Franchisee
      shall purchase Friday’s proprietary spice packs from Friday’s or its designated
      supplier at a reasonable price established by Friday’s or such supplier.
      Franchisee acknowledges that Friday’s may (i) profit from its sale of spice
      packs to Franchisee or (ii) receive consideration from such supplier with
      respect to Franchisee’s purchases of spice packs.





7.08  Franchisee
      shall (i) repair, maintain and keep the Restaurant (and all fixtures,
      Furnishings, signs and equipment) in good order and condition and in compliance
      with the System and the Standards and (ii) as reasonably required by Friday’s,
      upgrade the Restaurant to the then current System and Standards. Such upgrade
      shall not be required more than once every three (3) years and the cost thereof
      shall not exceed Fifty Thousand dollars ($50,000.00) per upgrade unless at
      least
      twenty-five percent (25%) of the restaurants operated by Friday’s under the
      Proprietary Marks in the United States have been so upgraded in which event
      such
      cost shall not be limited. Franchisee shall undertake and complete such
      upgrading within a reasonable time specified by Friday’s.




7.09  Franchisee
      shall (i) acquire all inventory, supplies and other products and materials
      required for the operation and maintenance of the Restaurant solely from
      suppliers who (a) demonstrate the ability to meet the Standards; (b) possess
      quality controls and capacity to supply Franchisee’s needs promptly, reliably
      and consistent with the Standards and the System; and (c) Friday’s has given
      consent to, which consent has not been withdrawn and (ii) provide Friday’s with
      a current list of suppliers at least ten (10) business days prior to the
      Commencement Date (current supplier lists shall thereafter be provided upon
      request). Friday’s may provide a list of suppliers to whom Friday’s consents.
      Franchisee may submit to Friday’s a written request for consent to use other
      suppliers, or shall request the supplier itself to do so. As a condition of
      its
      consent, Friday’s shall be permitted to inspect the supplier’s facilities and
      take samples of the items proposed to be acquired, which shall be delivered,
      at
      Friday’s option, to Friday’s or to an independent laboratory designated by
      Friday’s for testing. The decision to consent to a supplier shall be solely
      Friday’s. Franchisee shall bear or reimburse the Territorial Expenses incurred
      in connection with such inspection and the expense of any laboratory testing.
      In
      addition, a charge not to exceed the actual cost of the test shall be paid
      by
      Franchisee. Friday’s reserves the right, at its option, to re-inspect the
      facilities and products of any such supplier and to revoke its consent upon
      such
      supplier’s failure to continue to meet any of the foregoing criteria. Franchisee
      shall bear or reimburse the Territorial Expenses and the cost of any tests
      incurred in connection with such re-inspection. Franchisee shall maintain
      sufficient amounts of, and shall utilize at all times, such inventory, supplies
      and other products or materials.


13


7.10  Friday’s
      shall provide Franchisee with one (1) set of the Manuals “on loan”. Franchisee
      acknowledges Friday’s ownership of the Manuals and any copyright rights in or to
      the Manuals. Franchisee shall observe such reasonable requirements concerning
      copyright notices as Friday’s requests. Replacement Manuals will be made
      available to Franchisee at an additional cost.





7.11  Franchisee
      shall operate the Restaurant in accordance with the System, the Manuals, the
      Standards, this Agreement, written directives (whether or not such directives
      are made part of the Manuals or the Standards) and other manuals prepared for
      use in Restaurant operations. The Manuals, the Standards, other manuals and
      such
      written directives may be revised from time to time by Friday’s.





7.12  The
      Manuals, other manuals, such written directives and any other Confidential
      Information shall be kept in a secure location in the Restaurant and returned
      to
      Friday’s immediately upon request or upon termination or expiration of this
      Agreement.





7.13  Franchisee
      shall keep the Manuals, the Standards, other manuals and such written directives
      up to date. In the event of any dispute as to the contents of the Manuals,
      the
      Standards, other manuals or written directives, the copy thereof maintained
      by
      Friday’s shall control.





7.14  Franchisee
      shall establish prices charged for products or services sold in the
      Restaurant.





7.15  Franchisee
      shall obtain such copyright licenses as may be necessary to authorize the
      playing of recorded music in the Restaurant. Franchisee shall change such
      recorded music as required from time to time in the Manuals or otherwise in
      writing.





7.16  Friday’s
      shall provide to Franchisee:





A.  access,
      together with other System franchisees, to new System developments. Franchisee
      may be required to attend meetings at its expense to discuss such
      developments;





B.  access
      to
      and written materials concerning improvements to the System which may include,
      without limitation, new products, recipes, equipment, specifications and menu
      formats. At Franchisee’s request, Friday’s shall provide training or
      demonstrations at the Restaurant of new products or other changes to the System.
      Franchisee shall bear or reimburse the Territorial Expenses and Wage Expenses
      in
      connection with such demonstrations; and





C.  periodic
      inspection and evaluation of the Restaurant as reasonably required by
      Friday’s.





7.17  Friday’s
      reserves the right to consent to, or require, limited variation from the
      Standards with respect to the operation of the Restaurant and other T.G.I.
      Friday’s ® Restaurants in the System.





7.18  Friday’s
      may establish and maintain, at its option, either a series of “private” pages on
      the Internet Web site, described in Section 10.05, or a so-called Intranet,
      through either of which Friday’s, its franchisees, and their respective
      employees may communicate with each other and through which Friday’s may
      disseminate updates to the Manuals and other confidential
      information.


14


A.  Upon
      receipt of notice from Friday’s that an Intranet has become functional,
      Franchisee agrees to purchase, install and maintain the equipment, make the
      arrangements, and follow the procedures that Friday’s requires in the Manuals or
      otherwise in writing, to permit Friday’s to access, download, and retrieve
      information electronically, by telecommunication or other designated method
      (including the establishment and maintenance of Internet, Intranet, or extranet
      access or other means of electronic communication, as specified by Friday’s from
      time to time), and to permit Friday’s to upload and for Franchisee to receive
      and download information from Friday’s. All steps taken by Franchisee to comply
      with this section 7.18A shall be accomplished at Franchisee’s cost. Franchisee
      further agrees that Friday’s will have access to the information at the times
      and in the manner that Friday’s specifies from time to time. If Franchisee fails
      to make that information accessible to Friday’s at all times throughout the term
      of this Agreement, Friday’s may, in its discretion and without limitation of any
      other rights provided for in this Agreement, assess a reasonable monetary charge
      for that failure. Franchisee’s obligation to maintain connection with the
      Intranet will continue until this Agreement’s expiration or termination (or, if
      earlier, until Friday’s discontinues the Intranet). Franchisee’s failure to
      comply with this Section 7.18A will constitute a material breach of this
      Agreement on account of which Friday’s may terminate this Agreement in
      accordance with Section 16, unless Franchisee cures the breach within 10 days
      after notice from Friday’s.





B. Friday’s
      will have no obligation to maintain the Intranet indefinitely, but may
      discontinue it at any time without liability to Franchisee.




C.  Friday’s
      will establish policies and procedures for the Intranet’s use. These policies,
      procedures and other terms of use will address issues such as (i) restrictions
      on the use of abusive, slanderous, or otherwise offensive language in electronic
      communications; (ii) restrictions on communications between or among franchisees
      that endorse or encourage breach of any franchisee’s franchise agreement with
      Friday’s; (iii) confidential treatment of materials that Friday’s transmits via
      the Intranet; (iv) password protocols and other security precautions; (v)
      grounds and procedures for Friday’s suspension or revocation of access to the
      Intranet by franchisees and others; and (vi) a privacy policy governing Friday’s
      access to and use of electronic communications that franchisees, franchisees’
employees and others post on the Intranet. Notwithstanding, subparagraph (vi)
      above, Franchisee acknowledges that, as administrator of the Intranet, Friday’s
      can technically access and view any communication that any person posts on
      the
      Intranet. Franchisee further acknowledges that the Intranet facility and all
      communications that are posted to it will become Friday’s property, free of any
      claims of privacy or privilege that Franchisee or any other person may
      assert.





D.  Franchisee
      will contribute a reasonable amount toward the cost of the Intranet’s
      maintenance and further development. Friday’s will set the contribution amount
      in January of each year and will collect the payments monthly.





E.  If
      Franchisee fails to pay when due any amount payable to Friday’s under this
      Agreement, or if Franchisee fails to comply with any policy or procedure
      governing the Intranet, Friday’s may temporarily suspend Franchisee’s access to
      all or any aspect of the Intranet (such as a chat room, bulletin board, list
      serve, or similar feature) until Franchisee fully cures the breach. Franchisee
      will not have any claim against Friday’s or any Affiliate arising from such
      suspension from the Intranet pursuant to this Section 7.18F. and Franchisee
      hereby waives any such claim it may at any time have, and releases Friday’s and
      its Affiliates from any liability arising therefrom.


15


F.  Franchisee
      and Friday’s shall each be responsible for protecting their own interests in
      relation to electronic communications. Friday’s shall have no liability to
      Franchisee on any basis, whether in contract, tort (including negligence) or
      otherwise, in respect of any error, damage, loss or omission arising from or
      in
      connection with electronic communication of information.





**8.**
            **CONFIDENTIAL
                INFORMATION**





8.01  Neither
      Franchisee nor any Principal shall communicate, disclose or use any Confidential
      Information except as (i) permitted herein or (ii) required by law, and shall
      use all reasonable efforts to maintain such information as secret and
      confidential. Neither Franchisee nor any Principal shall, without Friday’s prior
      consent, copy, duplicate, record or otherwise reproduce any Confidential
      Information. Confidential Information may be provided to employees, agents,
      consultants and contractors only to the extent necessary for such parties to
      provide services to Franchisee. Prior to such disclosure of any Confidential
      Information each of such employees, agents, consultants and contractors shall
      (a) be advised by Franchisee of the confidential and proprietary nature of
      the
      Confidential Information and (b) agree to be bound by the terms and conditions
      of Section 8 of this Agreement. Notwithstanding such agreement, Franchisee
      shall
      indemnify the Friday’s Indemnitees from any damages, costs or expenses resulting
      from or related to any disclosure or use of Confidential Information by its
      agents, employees, consultants and contractors.





8.02  In
      the
      event Franchisee or Franchisee’s employees, agents, consultants, or contractors
      receive notice of any request, demand, or order to transfer or disclose all
      or
      any portion of the Confidential Information, Franchisee shall immediately notify
      Friday’s thereof, and shall fully cooperate with and assist Friday’s in
      prohibiting or denying any such transfer or disclosure. Should such transfer
      or
      disclosure be required by a valid, final, non-appealable court order, Franchisee
      shall fully cooperate with and assist Friday’s in protecting the confidentiality
      of the Confidential Information to the maximum extent permitted by
      law.





8.03  Franchisee
      and each Principal acknowledge Friday’s exclusive ownership of the Confidential
      Information and the System, and TGIFM’s exclusive ownership of, and Friday’s
      license with respect to, the Proprietary Marks. Neither Franchisee nor any
      Principal shall, directly or indirectly, contest or impair Friday’s or TGIFM’s
      exclusive ownership of, and/or license with respect to, the Confidential
      Information, the System or the Proprietary Marks.





8.04  If
      Franchisee develops improvements (as determined by Friday’s) to the Confidential
      Information, Franchisee and the Principals shall each, without additional
      consideration, execute such agreements and other documentation as shall be
      deemed necessary by Friday’s, granting exclusive ownership thereof to Friday’s.
      All such improvements shall be Confidential Information.





8.05  Each
      Principal shall execute and deliver to Friday’s a covenant in the form attached
      as Addendum
      A .
      Franchisee shall cause each Operator, Representative, Multi-Unit Manager,
      Project Manager, and Restaurant Manager and such other employees of Franchisee
      whom Friday’s shall designate to execute and (if requested) deliver to Friday’s
      a covenant in the form attached as Addendum **** B .
      Notwithstanding the execution of such covenants, Franchisee shall indemnify
      the
      Friday’s Indemnitees from any damages, costs or expenses resulting from or
      related to any disclosure or use of Confidential Information by any Principal,
      Operator, Representative, Multi-Unit Manager, Project Manager or Restaurant
      Manager.





8.06  Immediately
      upon any termination or expiration hereof, Franchisee and each Principal shall
      return the Confidential Information including, without limitation, that portion
      of the Confidential Information which consists of analyses, compilations,
      studies or other documents containing or referring to any part of the
      Confidential Information, prepared by Franchisee or such Principal, their
      agents, representatives or employees, and all copies thereof.


16


**9.**
            **PROPRIETARY
                MARKS**





9.01  Friday’s
      grants to Franchisee the non-exclusive right and license to use the Proprietary
      Marks (subject to the terms hereof) during the Term in accordance with the
      System, the Standards and as prescribed by Friday’s from time to time. In
      connection therewith, Franchisee agrees that:





A.  Franchisee
      shall use (i) only such of the Proprietary Marks designated by Friday’s and (ii)
      such marks only in the manner specified by Friday’s in writing (including in
      compliance with Section 9.01G. below). Any other use of any Proprietary Mark
      shall constitute an infringement of Friday’s and TGIFM’s rights
      therein.





B.  Franchisee
      shall use the Proprietary Marks only (i) for the operation of the Restaurant;
      (ii) at the Site or in advertising related to the Restaurant; and (iii) during
      the Term. Franchisee shall cease (a) any unauthorized use of any Proprietary
      Mark upon demand and (b) all use upon the termination or expiration
      hereof.





C.  Friday’s
      reserves the right to substitute different trade names, service marks,
      trademarks, logos, trade dress, emblems, symbols and indicia of origin for
      the
      Proprietary Marks for use in identifying the System and the business operated
      thereunder.





D.  During
      the Term, Franchisee shall identify itself as a “licensed franchisee” of
      Friday’s (i) in conjunction with any use of the Proprietary Marks including,
      without limitation, invoices, order forms, receipts, contracts, stationary
      and
      business cards; (ii) in a notice of such content and form and at conspicuous
      locations in the Restaurant as Friday’s may designate in writing; and (iii) on
      any authorized delivery vehicles.





E.  Franchisee
      shall not assign, pledge, mortgage or otherwise encumber its rights to use
      any
      of the Proprietary Marks.





F.  Franchisee
      shall not use any of the Proprietary Marks as part of its corporate or other
      name. Franchisee shall comply with Friday’s instructions, and shall execute any
      documents deemed necessary by Friday’s or its counsel, in filing and maintaining
      any requisite trade name or fictitious name registrations in connection with
      the
      Proprietary Marks.





G.  Franchisee
      may not cause or allow all or any recognizable part of the Proprietary Marks
      to
      be used or displayed as all or part of an e-mail address, Internet domain name,
      URL or metatag, or in connection with any Internet home page, web site, or
      other
      Internet-related activity without Friday’s express prior written consent, and
      then only in the manner and in accordance with the procedures, standards and
      specifications that Friday’s establishes.





H.  Franchisee
      shall immediately notify Friday’s of any (i) infringement of the Proprietary
      Marks or challenge to the use of any thereof or (ii) claim by any person of
      any
      rights in or to any of the Proprietary Marks. Franchisee and each Principal
      shall not communicate with any person except Friday’s and Friday’s counsel in
      connection with any such infringement, challenge or claim. Friday’s may take
      such action as it deems appropriate, and shall exclusively control any
      litigation or proceeding arising from any infringement, challenge, claim or
      otherwise relating to any of the Proprietary Marks. Franchisee shall execute
      any
      and all instruments and documents, render such assistance and do such acts
      and
      things as may, in the opinion of Friday’s or its counsel, be necessary or
      advisable in any such litigation or proceeding or to otherwise protect or
      maintain Friday’s or TGIFM’s rights and interest in the Proprietary
      Marks.


17


I.  Neither
      Franchisee nor any Principal shall, directly or indirectly, apply for, register,
      attempt to obtain or obtain control of the Proprietary Marks or any marks or
      other indicia of ownership or origin which resemble, or are deceptively or
      confusingly similar to, the Proprietary Marks, in any country or political
      sub-division thereof. Neither Franchisee nor any Principal shall interfere
      with
      Friday’s or TGIFM’s efforts to obtain registration or ownership of any name,
      trademark, service mark or other identifying name anywhere in the
      world.





J.  Franchisee
      shall cooperate with Friday’s to prove the continuous and effective use of the
      Proprietary Marks, including, without limitation, in connection with any
      registration or any renewal thereof.





9.02  Franchisee
      and each Principal agree and acknowledge that:





A.  Friday’s
      or TGIFM is the exclusive owner of all right, title and interest in and to
      the
      Proprietary Marks and the goodwill associated therewith;





B.  the
      Proprietary Marks identify Friday’s and TGIFM as the source of origin of goods
      and services provided under such marks and the System;





C.  neither
      Franchisee nor any Principal shall directly or indirectly contest Friday’s or
      TGIFM’s ownership, or the validity, of the Proprietary Marks;





D.  Franchisee
      does not have, and shall not acquire by use pursuant to this Agreement, any
      ownership or other interest in or to the Proprietary Marks, except the right
      and
      license granted herein, subject in all respects to the terms
      hereof;





E.  any
      and
      all goodwill arising from Franchisee’s use of the Proprietary Marks shall inure
      exclusively to Friday’s or TGIFM without compensation; and




F.  Franchisee’s
      right and license to use the Proprietary Marks is non-exclusive and, subject
      to
      Section 2 hereof, Friday’s or TGIFM has and retains all rights relating to the
      Proprietary Marks and the use thereof including, without limitation, the right
      to:





(1)  use
      and
      grant other licenses to use the Proprietary Marks;





(2)  develop
      and establish Other Concepts using the Proprietary Marks or other names or
      marks
      and to grant licenses thereto without providing any rights therein to
      Franchisee; and





(3)  engage,
      directly or indirectly, at wholesale, retail or otherwise, in (i) the
      production, distribution, license and/or sale of products and services under
      the
      Proprietary Marks or other names or marks and (ii) the use, in connection with
      such production, distribution and sale, of any and all trademarks, trade names,
      service marks, logos, insignia, trade dress, slogans, emblems, symbols, designs
      and other identifying characteristics as may be developed or used from time
      to
      time by Friday’s.





(4)  establish
      an Internet Web site that provides information about T.G.I. Friday’s Restaurants
      generally, even though accessible by persons in the Restricted Area. Friday’s
      has sole discretion and control over the Web site design and contents, which
      may
      include Internet advertising as described in Section 10.05. The Web site may
      include a series of interior pages that identify the locations of T.G.I.
      Friday’s Restaurants by, among other things, geographic region, address, and
      telephone number. In the event Franchisee is in breach of this Agreement, or
      any
      other agreement with Friday’s or its Affiliates, Friday’s may remove all
      references to Franchisee and the Restaurant from the Web site until such breach
      is cured. Friday’s may establish and enforce reasonable rules and regulations,
      and impose reasonable fees, relating to the Web site, and may amend them from
      time to time at Friday’s option. Those rules and regulations may be included in
      the Manual or may be separately communicated to Franchisee. The rules and
      regulations may affect, among other things, content, creation, customer service,
      privacy and access. At Friday’s option, Franchisee will promptly participate in
      and pay all applicable fees relating to the Web site in accordance with the
      rules and regulations.


18


**10.**
            **ADVERTISING**





10.01  Franchisee
      recognizes (i) the value of advertising and (ii) that standardized advertising
      programs enhance the goodwill and public image of the System.





A.  Franchisee
      shall expend not less than two percent (2%) of Gross Sales, measured over
      continuing six (6) month periods, for local advertising. Franchisee’s local
      advertising may utilize media to which Friday’s has granted consent
      including:


(1)
              newspapers,
                  magazines and other periodicals;
 
 (2)
              radio/
                  television;
 
 (3)
              outdoor
                  advertising (e.g.,
                  billboards or signs);
 
 (4)
              transit
                  advertising and direct mail; and
 
 (5)
              such
                  other media to which Friday’s
                  consents.





B.  Franchisee,
      at its expense, shall obtain listings in bold type in the white pages directory
      of the local public telephone company under the names “Friday’s ® ”
and
      “T.G.I. Friday’s ® ”.





C.  Franchisee’s
      expenditures made for participation in (i) advertising and promotional programs
      described in Section 10.01.B and 10.03; (ii) Friday’s national and/or regional
      advertising funds described in Section 10.02.A (to the extent in excess of
      two
      percent (2%) of monthly Gross Sales); and (iii) the cost of promotional food
      and
      beverages given to customers (in an amount not to exceed thirty percent (30%)
      of
      the retail price thereof), shall be credited to Franchisee’s local advertising
      obligations described in Section 10.01.A. Friday’s may audit Franchisee’s books
      and records to confirm local advertising expenditures.





10.02  A.  Friday’s
      shall have the right to establish national and/or regional advertising funds.
      If
      established, Franchisee agrees to pay Friday’s on a monthly basis, in addition
      to any payments required under Section 10.01.A, a sum to be determined by
      Friday’s, which sum for any national or regional fund shall not exceed four
      percent (4%) of monthly Gross Sales. If both regional and national advertising
      funds are established, Franchisee’s total contribution shall not exceed four
      percent (4%) of monthly Gross Sales. All contributions to national or regional
      advertising funds in excess of two percent (2%) of Gross Sales shall be credited
      to Franchisee’s local advertising obligations described in Section
      10.01.A.





B.  Friday’s
      or its designee shall (i) administer such funds and (ii) direct all national
      and
      regional advertising programs and shall have absolute control to consent to
      or
      reject all creative concepts, materials and media and the placement and
      allocation thereof. Friday’s shall not be a fiduciary to Franchisee with respect
      to the management of such funds. Friday’s and its designees undertake no
      obligation to (a) make expenditures in the area where the Restaurant is located
      which are equivalent or proportionate to Franchisee’s contribution or (b) insure
      that any particular franchisee benefits directly or pro  rata from the
      placement of such advertising. Such funds may be applied to Friday’s costs of
      maintaining, administering, directing and preparing national or regional
      advertising (including, without limitation, marketing research, public relations
      activities, marketing programs and initiatives including but not limited to
      guest membership programs, and employing advertising agencies to assist
      therein); provided, however, that such funds shall not be used to defray
      Friday’s general operating expenses (except reasonable administrative costs and
      overhead related to the administration or direction of such funds and programs).
      Such funds shall be maintained in a separate account and an annual statement
      of
      fund expenditures shall be delivered to Franchisee upon
      request.


19


10.03  In
      addition to the national and regional advertising described in Section 10.02,
      Friday’s may from time to time develop and administer advertising, marketing and
      sales promotion programs in which Franchisee shall participate upon such terms
      and conditions as established by Friday’s. Such programs may include, but not be
      limited to, guest membership programs. All phases of such advertising and
      promotion, including, without limitation, type, quantity, timing, placement,
      and
      choice of media, market areas, promotional programs and advertising agencies,
      shall be determined by Friday’s.





10.04  All
      advertising and promotion by Franchisee shall conform to the Standards.
      Franchisee shall submit all advertising and promotional plans and materials
      to
      Friday’s for consent prior to use if such plans and materials were not prepared
      by Friday’s or previously consented to during the prior twelve (12) months.
      Friday’s shall consent to or reject such plans and materials within twenty (20)
      days of receipt. Franchisee shall not use such plans or materials until Friday’s
      consent is received. Franchisee shall promptly discontinue any advertising
      or
      promotional plans or materials, whether or not previously consented to, upon
      notice from Friday’s.





10.05  During
      the term of this Agreement, Friday’s may establish and maintain an Internet Web
      site that provides information about the System and the products and services
      that T.G.I. Friday’s Restaurants offer. The Web site may also offer reservations
      or similar services or sales of items bearing the Proprietary Marks, including,
      but not limited to, Friday’s memorabilia, clothing and pre-packaged food and
      beverage products.





A.  Friday’s
      has absolute control over the Web site’s design and contents. Friday’s will
      attempt to configure the site to accommodate the pages that Section 10.05(B)
      describes. Friday’s will have no obligation to maintain the Web site
      indefinitely, but may discontinue it at any time without liability to
      Franchisee. Furthermore, as Friday’s has no control over the stability or
      maintenance of the Internet generally, Friday’s is not responsible for damage or
      loss caused by errors of the Internet. Friday’s is not liable for any direct,
      indirect, special, incidental, exemplary or consequential damages arising out
      of
      the use of the Internet or the inability to use the Internet including loss
      of
      profits, goodwill or savings, downtime, damage to or replacement of programs
      and
      data, whether based in contract or tort, product liability or
      otherwise.





B.  Friday’s
      currently anticipates that the Web site will include a series of interior pages
      that identify participating T.G.I. Friday’s Restaurants by address, telephone
      number, and e-mail address. At Franchisee’s request, Friday’s will endeavor
      (technology permitting) to include at the Web site one or a series of interior
      pages devoted to information about Franchisee’s Restaurant. These page(s) must
      be developed by Franchisee, at Franchisee’s expense, following the guidelines
      and in the form of a template that Friday’s provides. The page(s) will be
      subject to Friday’s approval prior to posting as to form, content, and
      programming quality. Franchisee will not have the capability to modify its
      page(s) except in coordination with Friday’s Webmaster and in compliance with
      Friday’s policies and procedures.


20


C.  Franchisee
      agrees to contribute a reasonable amount toward the cost of the Web site’s
      development, maintenance, and further development. Friday’s will set the
      contribution amount in January of each year, and will collect the payments
      monthly. In addition or alternatively, Friday’s may use part of the Advertising
      Fund contributions that Company collects under this Section 10 to maintain
      and
      further develop the Web site.





D.  If
      Franchisee fails to pay when due any fees or other amounts payable to Friday’s
      under this Agreement, Friday’s may temporarily disable Franchisee’s Web page(s),
      until Franchisee pays its outstanding obligations in full.





E.  Franchisee
      may not use any of the Marks on or in connection with the Internet, except
      as
      permitted by this Section 10.05.




10.06  Copyright
      to all advertising and promotional materials that contain any of the Proprietary
      Marks or that otherwise relate to T.G.I. Friday’s Restaurants will belong solely
      to Friday’s regardless of the party that created those materials. For purposes
      of this provision on ownership of advertising and promotional material, the Web
      site and all material on the Web site including, without limitation, all
      informational text, photographs, illustrations, artwork, software, music, sound,
      photographs, graphics, audio, video, messages, files, documents, images or
      other
      materials, as well as all derivative works will be considered advertising and
      promotional material, and will therefore be owned solely by Friday’s. Franchisee
      will (and will cause its employees and agents to) execute all documents required
      by Friday’s to confirm this ownership.








**11.**
            **INSURANCE**





11.01  Franchisee
      shall obtain, at least thirty (30) days prior to commencement of Restaurant
      construction and maintain throughout the Term, such insurance coverage
      (including, without limitation, broad form comprehensive general liability
      coverage, products liability coverage, broad form contractual liability
      coverage, liquor liability coverage, auto liability coverage, business
      interruption coverage, workers compensation and employers liability insurance)
      as may be (i) required by law or (ii) reasonably designed to protect Franchisee
      from the risks inherent in Restaurant construction and operation. Friday’s shall
      have the right to reasonably consent to the types and amounts of coverage and
      the issuing companies. Such insurance shall:





A.  name
      the
      Friday’s Indemnitees as additional insured parties and provide that coverage
      applies separately to each insured and additional insured party against whom
      a
      claim is brought as though a separate policy had been issued to each Friday’s
      Indemnitee;





B.  contain
      no provision which limits or reduces coverage in the event of a claim by any
      one
      (1) or more of the insured or additional insured parties;





C.  provide
      that policy limits shall not be reduced, coverage restricted, canceled, allowed
      to lapse or otherwise altered or such policy(ies) amended without Friday’s
      consent, but in no event upon less than thirty (30) days prior written notice
      to
      Friday’s;





D.  be
      obtained from reputable insurance companies with an A.M. Best Rating of “A” and
      an A.M. Best Class Rating of XIV (or comparable ratings from a reputable
      insurance rating service, in the event such A.M. Best ratings are discontinued
      or materially altered), authorized to do business in the jurisdiction in which
      the Restaurant is located; and


21


E.  be
      in an
      amount and form satisfactory to Friday’s; but in no event in amounts less than
      the following:





(1)  comprehensive
      general liability insurance, including product and liquor liability coverage,
      with a combination of primary and excess limits of not less than Ten Million
      Dollars ($10,000,000.00), bodily injury and property damage
      combined;





(2)  auto
      liability insurance, including coverage of owned, non-owned and hired vehicles,
      with a combination of primary and excess limits of not less than One Million
      Dollars ($1,000,000) for bodily injury for each person, One Million Dollars
      ($1,000,000) for bodily injury for each occurrence and Two Hundred Fifty
      Thousand Dollars ($250,000.00) for each occurrence of property
      damage;





(3)  employer’s
      liability insurance with a limit of not less than One Million Dollars
      ($1,000,000.00); and





(4)  workers
      compensation insurance in such amount as may be required by applicable statute
      or rule.





11.02  Such
      insurance may provide for reasonable deductible amounts with Friday’s
      consent.





11.03  A
      certificate of insurance shall be submitted for Friday’s consent prior to the
      commencement of construction of the Restaurant, and additional certificates
      of
      insurance shall be submitted to Friday’s thereafter, evidencing uninterrupted
      coverage. Franchisee shall deliver a complete copy of such policy(ies) within
      ten (10) days of request.





11.04  In
      the
      event of a claim of any one or more of the Friday’s Indemnitees against
      Franchisee, Franchisee shall, on request of Friday’s, assign to Friday’s any and
      all rights which Franchisee then has or thereafter may have with respect to
      such
      claim against the insurer(s) providing the coverages described in this
      Section.





11.05  Franchisee’s
      obligation to obtain and maintain insurance or to indemnify any Friday’s
      Indemnitee shall not be limited by reason of any insurance which may be
      maintained by any Friday’s Indemnitee, nor shall such insurance relieve
      Franchisee of any liability under this Agreement. Franchisee’s insurance shall
      be primary to any policies maintained by any Friday’s Indemnitee.





11.06  If
      Franchisee fails to obtain or maintain the insurance required by this Agreement,
      as such requirements may be revised from time to time, Friday’s may acquire such
      insurance, and the cost thereof, together with a reasonable fee for Friday’s
      expenses in so acting and interest at eighteen percent (18%) per annum from
      the
      date acquired, shall be payable by Franchisee upon notice.





**12.**
            **ACCOUNTING
                AND RECORDS**





12.01  Franchisee
      shall prepare in accordance with the System and generally accepted accounting
      principles, and preserve for the periods specified in the Manuals, complete
      and
      accurate books, records and accounts with respect to the Restaurant and all
      other reports or disclosures required or permitted herein and in the Manuals
      including, without limitation, sales slips, coupons, purchase orders, invoices,
      payroll records, check stubs, bank statements, sales tax records and returns,
      cash receipts and disbursements, journals and ledgers, in a form and manner
      prescribed in the Manuals or otherwise in writing. Franchisee shall adopt such
      accounting periods as Friday’s shall prescribe.


22


12.02  Franchisee
      shall submit to Friday’s (i) a monthly accounting of Gross Sales simultaneously
      with the Payment of the Royalty Fee therefor and (ii) an annual accounting
      of
      Gross Sales within thirty (30) days after the end of each accounting
      year.





12.03  Franchisee
      shall submit to Friday’s such additional reports, records, data, information,
      financial statements (including, without limitation, periodic guest counts,
      weekly and monthly sales reports and quarterly and annual statements of profit
      and loss for the Restaurant and quarterly and annual financial statements and
      statements of Franchisee’s Gross Sales, showing itemized deductions and
      exclusions from Gross Sales for the Restaurant) as Friday’s may reasonably
      require or as specified from time to time in the Manuals in a form reasonably
      required, including transmittal by direct Internet connection with Friday’s, by
      facsimile transmission, by telephone, by electronic data communications, or
      by
      any other method that Friday’s may reasonably direct. Friday’s may inspect, copy
      and audit all of the documents and information specified in Sections 12.01,
      12.02 and 12.03 and the books, records and tax returns of Franchisee at any
      time
      during normal business hours upon five (5) days prior notice.





12.04  If
      any
      audit discloses an (i) understatement of Gross Sales for the period subject
      to
      audit of one percent (1%) or more or (ii) underpayment of the Royalty Fee for
      the period subject to audit of five percent (5%) or more, Franchisee shall
      reimburse (in addition to payment of such Royalty Fee and interest, as provided
      for in Section 3.02.B) any and all costs and expenses incurred in connection
      with such audit including, without limitation, reasonable attorney’s fees,
      Territorial Expenses and Wage Expenses.




12.05  The
      annual accounting of Gross Sales required in Section 12.02.(ii) and other annual
      financial statements requested by Friday’s shall be audited and certified no
      less than every third year by a reputable, independent, certified public
      accountant. All financial statements or reports shall be accompanied by a
      certificate of Franchisee or Franchisee’s chief financial officer to the effect
      that such statements or reports fairly and accurately reflect the matters
      reported therein and are complete and correct.





**13.**
            **FRANCHISEE’S
                REPRESENTATIONS AND WARRANTIES; AFFIRMATIVE AND NEGATIVE
                COVENANTS**





13.01  In
      the
      event Franchisee is a corporation, limited liability company or partnership,
      Franchisee represents and warrants to Friday’s as follows:





A.  Franchisee
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its organization with all requisite power and authority to
      own,
      operate and lease its assets (real or personal), to carry on its business,
      and
      to enter into this Agreement and perform its obligations hereunder. Franchisee
      is duly qualified to do business and is in good standing in each jurisdiction
      in
      which its business or the ownership of its assets requires.





B.  The
      execution, delivery and performance by Franchisee of this Agreement and all
      other agreements contemplated herein has been duly authorized by all requisite
      action and no further action is necessary to make this Agreement or such other
      agreements valid and binding upon it and enforceable against it in accordance
      with their respective terms. Neither the execution, delivery nor performance
      by
      Franchisee of this Agreement or any other agreements contemplated hereby will
      conflict with, or result in a breach of any term or provision of Franchisee’s
      articles of incorporation, by-laws, partnership agreement or other governing
      documents or under any mortgage, deed of trust or other contract or agreement
      to
      which Franchisee is a party or by which it or any of its assets are bound,
      or
      breach any order, writ, injunction or decree of any court, administrative agency
      or governmental body.


23


C.  Franchisee’s
      articles of incorporation, by-laws, partnership agreement and other governing
      documents expressly limit Franchisee’s business activities solely to the
      development and operation (pursuant to the Development Agreement and this
      Agreement or other franchise agreements with Friday’s) of “Restaurants” (as
      defined in the Development Agreement).





D.  Certified
      copies of Franchisee’s articles of incorporation, by-laws, partnership
      agreement, other governing documents and any amendments thereto, including
      board
      of director’s or partner’s resolutions authorizing this Agreement, have been
      delivered to Friday’s.





E.  A
      certified current list of all Principals has been delivered to
      Friday’s.





F.  Franchisee’s
      articles of incorporation or other governing documents, or partnership agreement
      limit Transfers as described in Sections 14.02 and 14.03.





G.  Each
      Security shall bear a legend (in a form to which Friday’s has granted consent)
      indicating that any Transfer is subject to Sections 14.02 and
      14.03.





13.02  Franchisee
      affirmatively covenants with Friday’s as follows:





A .  Franchisee
      shall perform its duties and obligations hereunder and shall require each
      Operator, Multi-Unit Manager, Project Manager and Restaurant Manager to dedicate
      their respective full time and best efforts to the development, construction,
      management, operation, supervision and promotion of the Restaurant in accordance
      with the terms and conditions hereof.





B.  Franchisee
      shall promptly provide Friday’s with all information concerning any new process
      or improvements in the development, construction, management, operation,
      supervision or promotion of the Restaurant developed by Franchisee or any
      Principal without compensation. Franchisee and the Principals shall each execute
      such agreements and other documentation as shall be deemed necessary by
      Friday’s, granting Friday’s exclusive ownership thereof.





C.  Franchisee
      shall comply with all requirements of applicable rules, regulations, statutes,
      laws, and ordinances.





D.  Franchisee
      shall maintain a current list of all Principals and deliver a certified copy
      thereof to Friday’s upon (i) any Transfer or (ii) request.





E.  Each
      Security issued subsequent to the date hereof shall be in compliance with
      Section 13.01.G.





F.  Franchisee
      and each Principal represent and warrant to Friday’s that: (a) neither
      Franchisee nor any Principal is named, either directly or by an alias, pseudonym
      or nickname, on the lists of “Specially Designated Nationals” or “Blocked
      Persons” maintained by the U.S. Treasury Department’s Office of Foreign Assets
      Control currently located at www.treas.gov/off i ces/enforcement/ofac/ ;
      (b)
      Franchisee and each Principal will take no action that would constitute a
      violation of any applicable laws against corrupt business practices, against
      money laundering and against facilitating or supporting persons or entities
      who
      conspire to commit acts of terror against any person or entity, including as
      prohibited by the U.S. Patriot Act (currently located at http://www.epic.org/privacy/t e rro r ism/hr3162.html ),
      U.S.
      Executive Order 13244 (currently located at http://www.treas.gov/offices/enforc e ment/
      ofac/sanctions/terrorism.html )
      or any
      similar laws; and (c) that Franchisee and each Principal shall immediately
      notify Friday’s in writing of the occurrence of any event or the development of
      any circumstance that might render any of the foregoing representations and
      warranties false, inaccurate or misleading.


24


13.03  Franchisee
      acknowledges to and/or negatively covenants with Friday’s as
      follows:





A.  Franchisee
      shall not amend its articles of incorporation, by-laws, partnership agreement
      or
      other governing documents in a manner which is inconsistent with Sections
      13.01.C, 14.02 and 14.03.





B.  Franchisee
      shall not remove or permit removal from any Security or its partnership
      agreement, or issue any Security that does not have endorsed upon it, the legend
      described in Section 13.01.G.





C.  Franchisee
      and each Principal shall receive valuable, unique training, trade secrets and
      the Confidential Information which are beyond the present skills, experience
      and
      knowledge of Franchisee, any Principal and Franchisee’s employees. Franchisee
      and each Principal acknowledge (i) that such training, trade secrets and the
      Confidential Information (a) are essential to the development of the Restaurant
      and (b) provides a competitive advantage to Franchisee and (ii) access to such
      training, trade secrets and the Confidential Information is a primary reason
      for
      their execution of this Agreement. In consideration thereof, Franchisee and
      each
      Principal covenant that, during the Term and for a period of one (1) year after
      the expiration or termination hereof, neither Franchisee nor any Principal
      shall, directly or indirectly:





(1)  employ
      or
      seek to employ any person (or induce such person to leave his or her employment)
      who is, or has within one (1) year been, employed as a director, officer or
      in
      any managerial capacity (i) by Friday’s; (ii) by any developer or franchisee of
      Friday’s; or (iii) in any other concept or system owned, operated or franchised
      by an Affiliate;





(2)  own,
      maintain, operate or have any interest in any Competing Business;





(3)  own,
      maintain, operate or have any interest in any Competing Business which business
      is, or is intended to be, located in the Territory; or





(4)  own,
      maintain, operate or have any interest in any Competing Business which business
      is, or is intended to be, located within a three (3) mile radius of any
      restaurant which is a part of a concept or system owned, operated, or franchised
      by Friday’s or any Affiliate.





D.  Sections
      13.03 C.(2), (3) and (4) shall not apply to an interest for investment only
      of
      five percent (5%) or less of the capital stock of a Publicly-Held Entity if
      such
      owner is not a director, officer or manager therefor or consultant
      thereto.





13.04  Each
      of
      the foregoing covenants is independent of each other covenant or agreement
      contained in this Agreement.





13.05  Friday’s
      has the absolute right to reduce the area, duration or scope of any covenant
      contained in Section 13.03.C without Franchisee’s or any Principal’s consent,
      effective upon notice to Franchisee. Franchisee and each Principal shall comply
      with any covenant as so modified.


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13.06  Franchisee’s
      representations, warranties, covenants and agreements herein are continuing
      representations, warranties, covenants and agreements, each of which shall
      survive the expiration or termination hereof.





13.07  Friday’s
      assumes no duty to review, inspect, or approve the design or construction with
      respect to compliance with the Franchise Development Manual, construction means,
      methods or techniques, or compliance with any legal requirements, including
      the
      Americans With Disabilities Act. Friday’s inspections, reviews, or approvals are
      solely for the purpose of determining compliance with its design standards,
      including such items as trade dress, presentation of trademarks, and quality
      guest experience, as well as the progress of construction and approval of the
      opening date. Friday’s approval of the opening date is permission only, and not
      an assurance, representation, or warranty: (i) that the Restaurant has been
      constructed in accordance with any particular standards; or (ii) with respect
      to
      the qualifications, capabilities, suitability, adequacy, or performance of
      any
      person involved in the construction; or (iii) that all or any part of the
      construction or Restaurant is safe, suitable, fit, or proper for its intended
      use or purpose; or (iv) that the construction has been performed in a
      workmanlike manner or in compliance with any legal requirements, as compliance
      with all such items is the sole responsibility of Franchisee. This limitation
      applies even though Friday’s may have commented on any of these matters in
      connection with an inspection, review, or approval. Friday’s has no liability to
      Franchisee, franchisee’s affiliates, or any third party with respect to the
      construction.





**14.**
            **TRANSFER**





14.01  Friday’s
      may assign this Agreement, or any of its rights or obligations herein, to any
      person or entity without Franchisee’s or any Principal’s consent; provided,
      however, that Friday’s obligations which are assigned shall be fully assumed by
      the party to whom Friday’s assigns such obligations.





14.02  A.  Franchisee
      and each Principal acknowledge that Franchisee’s rights and obligations herein
      are personal to Franchisee and that Friday’s has entered into this Agreement
      relying upon the business skill, experience and aptitude, financial resources
      and reputation of Franchisee and each Principal. Therefore, neither Franchisee
      nor any Principal, their respective successors or permitted assigns, shall
      complete, or allow to be completed, any Transfer without Friday’s consent. Any
      purported Transfer, by operation of law or otherwise, without Friday’s consent
      shall be null and void and constitute an Event of Default.





B.  Friday’s
      may require satisfaction of any of the following conditions and such other
      conditions as Friday’s may reasonably require prior to consenting to any
      Transfer, each of which Franchisee acknowledges and agrees is reasonable and
      necessary:





(1)  no
      Event
      of Default shall have occurred and be continuing and no event shall have
      occurred which, with the giving of notice or lapse of time, or both, would
      constitute an Event of Default;





(2)  Franchisee
      and/or any affected Principal shall deliver a general release of any and all
      claims against the Friday’s Indemnitees including, without limitation, claims
      arising under this Agreement, in a form acceptable to Friday’s;





(3)  Franchisee
      and/or any affected Principal shall remain liable for the performance of its
      obligations, covenants and agreements herein through the date of Transfer and
      shall execute all instruments reasonably requested by Friday’s to evidence such
      liability;


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(4)  the
      transferee and all Transferee Owners, as applicable, shall (i) make each of
      Franchisee’s and Principal’s representations and warranties; (ii) assume full,
      unconditional, joint and several liability for, and agree to perform from the
      date of Transfer, each of Franchisee’s and Principal’s obligations, covenants
      and agreements herein; and (iii) execute all instruments (in a form acceptable
      to Friday’s) reasonably requested by Friday’s to evidence the
      foregoing;





(5)  the
      transferee and all Transferee Owners shall satisfy, in Friday’s reasonable
      judgment, Friday’s then existing criteria for T.G.I. Friday’s ® franchisees or principals, as applicable including, without limitation: (i)
      education; (ii) business skill, experience and aptitude; (iii) character and
      reputation; and (iv) financial resources;





(6)  the
      transferee and all Transferee Owners shall execute (without extending the Term)
      the standard form of franchise agreement then being offered to new System
      franchisees or other form of this Agreement as Friday’s requests and such other
      ancillary agreements as Friday’s may request for the operation of the
      Restaurant, which shall supersede this Agreement and its ancillary documents
      and
      the terms of which may differ from the terms hereof including, without
      limitation, higher Franchise and Royalty Fees and advertising contributions;
      provided, however, that the transferee shall not be required to pay an initial
      Franchise Fee;





(7)  the
      transferee at its expense shall repair or replace Restaurant equipment, signs,
      interior and exterior decor items, fixtures and furnishings and shall offer
      such
      products and services such that Restaurant appearance and operations reflect
      the
      current Standards and image of the System; and





(8)  at
      the
      transferee’s expense, the transferee’s Representative, any Multi-Unit
      Manager(s), Operator, Project Manager and Restaurant Managers shall complete
      such training as then required (if not previously trained pursuant to the terms
      hereof), upon such terms and conditions as Friday’s may reasonably
      require.





C.  In
      the
      event Franchisee requests Friday’s consent to any proposed Transfer, there shall
      be paid to Friday’s a non-refundable fee of Five Thousand Dollars ($5,000.00),
      or such greater amount as is necessary to reimburse Friday’s for its costs and
      expenses associated with reviewing the proposed Transfer including, without
      limitation, Territorial Expenses, legal and accounting fees and diversion of
      employee resources. No such fee shall be payable with respect to a transaction
      with Friday’s described in Section 14.03.





14.03  Franchisee
      and each Principal agree that:





A.  (i)
      Friday’s shall have and is hereby granted a right of first refusal with respect
      to any Transfer; (ii) should Franchisee and/or any Principal desire to accept
      a bona  fide offer to
      make a Transfer, such party shall promptly notify Friday’s thereof and shall
      provide such information and documents relating thereto as Friday’s may require;
      (iii) within thirty (30) days after receipt of such notice, information and
      documents, Friday’s may notify such party that it intends to exercise its right
      of first refusal with regard to such Transfer upon such terms and conditions;
      provided, however, that such transaction shall be consummated within a
      reasonable period of time after Friday’s has given such notice; (iv) any
      material change in the terms of any offer or any change in the identity of
      the
      proposed transferee shall constitute a new offer subject to Friday’s right of
      first refusal; and (v) Friday’s failure to exercise such right shall not
      constitute a waiver of any other provision of this Agreement, including such
      right with respect to future offers; and


27


B.  in
      the
      event such offer provides for payment of consideration other than cash, Friday’s
      may elect to purchase the interest for the reasonable equivalent in cash. If
      the
      parties cannot agree within thirty (30) days of the receipt of notice of
      Friday’s election to exercise such right of first refusal on such reasonable
      equivalent in cash, an independent appraiser designated by Friday’s shall
      determine such amount, and his determination shall be final and binding. If
      Friday’s elects to exercise the right of first refusal described above, the cost
      of the appraisal, if any, shall be set off against any payment made by Friday’s
      hereunder.





14.04  In
      the
      event Franchisee or any Principal is a natural person, Franchisee or his
      administrator, executor, guardian or personal representative shall promptly
      notify Friday’s of the death or Permanent Disability of Franchisee or such
      Principal. Any Transfer upon death or Permanent Disability shall be subject
      to
      the terms and conditions described in Sections 14.02 and 14.03 and shall be
      completed prior to a date which is (i) one (1) year after the date of death
      or
      (ii) ninety (90) days after the date Franchisee or such Principal becomes,
      or is
      deemed to be, Permanently Disabled. Franchisee or any Principal refusing to
      submit to examination with respect to Permanent Disability shall be deemed
      Permanently Disabled.





14.05  Friday’s
      consent to any Transfer shall not constitute a waiver of (i) any claims it
      may
      have against the transferor or (ii) the transferee’s compliance with the terms
      and conditions hereof.





**15.**
            **CONSENT
                AND WAIVER**





15.01  When
      required, Franchisee or any Principal shall make written request for Friday’s
      consent in advance and such consent shall be obtained in writing. Neither
      Friday’s nor Franchisee’s consent shall be unreasonably withheld. The foregoing
      not withstanding, where either party’s consent is expressly reserved to such
      party’s sole discretion, the exercise of such discretion shall not be subject to
      contest.





**15.02**  **FRIDAY’S
      MAKES NO REPRESENTATIONS OR WARRANTIES UPON WHICH FRANCHISEE OR ANY PRINCIPAL
      MAY RELY AND ASSUMES NO LIABILITY OR OBLIGATION TO FRANCHISEE, ANY PRINCIPAL
      OR
      ANY THIRD PARTY BY PROVIDING ANY WAIVER, ADVICE, CONSENT OR SERVICES TO
      FRANCHISEE OR DUE TO ANY DELAY OR DENIAL THEREOF.**





**16.**
            **DEFAULT
                AND REMEDIES**





16.01  A.  The
      following shall constitute Events of Default by Franchisee and the Principals:
      (i) failure to (a) commence or complete construction of the Restaurant or (b)
      open and thereafter continually operate the Restaurant, as described herein;
      (ii) the breach or falsity of any representation or warranty herein; (iii)
      failure to deliver executed covenants as required in Section 8.05; (iv) failure
      to comply with or perform its covenants, obligations and agreements herein;
      (v)
      any Transfer that (a) occurs other than as provided in Section 14 or (b) fails
      to occur within the time periods described in Section 14 (notwithstanding any
      lack of, or limits upon, the enforceability of any term or provision of Sections
      13 or 14); (vi) failur e
      to make
      any Payment on or before the date payable; (vii) failure to meet and/or maintain
      the Standards; (viii) Franchisee (a) is adjudicated, or is, bankrupt or
      insolvent; (b) makes an assignment for the benefit of creditors; or (c) seeks
      protection from creditors by petition in bankruptcy or otherwise or there is
      filed against Franchisee a similar petition which is not dismissed within thirty
      (30) days; (ix) the appointment of a liquidator or receiver for (a) all or
      substantially all of Franchisee’s assets or (b) the Restaurant is sought which
      is not dismissed within thirty (30) days; (x) breach or failure to perform
      any
      other term or condition of this Agreement; (xi) Franchisee or any Principal
      pleads guilty or no contest to or is convicted of a felony or a crime involving
      moral turpitude or any other crime or offense that Friday’s reasonably believes
      is likely to adversely affect the Proprietary Marks, the System or the goodwill
      associated therewith or Friday’s interest therein; or (xii) any (a) two (2) or
      more Events of Default shall arise under any single subsection of this Section
      16.01 or (b) three (3) or more Events of Default shall arise under this Section
      16.01 in any continuous twelve (12) month period notwithstanding the previous
      cure of such Events of Default.


28


B.  The
      parties agree that an Event of Default arising under Section 16.01.A.(i), (iii),
      (iv) [with respect to Events of Default arising, without limitation, under
      Sections 9.01 through 9.03, inclusive, and 13.03.C], (v), (vi), (viii), (ix),
      (xi), or (xii) shall constitute a Material Event of Default. The parties further
      agree that Events of Default committed by Franchisee or any Principal arising
      under other Sections of this Agreement may also be deemed to be Material Events
      of Default. Failure to comply with any federal, state or local law or regulation
      relating to the Restaurant, its operation, or its business shall be deemed
      a
      Material Event of Default provided such failure is not de minimis. Franchisee
      shall be deemed to be in default where Friday’s has a subjective good faith
      belief that Franchisee has failed to comply and that the failure is not de
      minimis. Franchisee shall have the burden of proving that Friday’s did not have
      such good faith belief.





C.  Upon
      the
      occurrence of an Event of Default by Franchisee or any Principal, Friday’s may
      exercise one or more of the following remedies, or such other remedies specified
      elsewhere in this Agreement, or as may be available at law or in
      equity:





(1)  cure
      such
      Event of Default at Franchisee’s expense and, in connection therewith,
      Franchisee (i) hereby grants to Friday’s all rights and powers necessary or
      appropriate to accomplish such cure; (ii) shall indemnify and hold the Friday’s
      Indemnitees harmless from and against all costs, expenses (including reasonable
      fees of attorneys and other engaged professionals), liabilities, claims, demands
      and causes of action (including actions of third parties) incurred by or alleged
      against any Friday’s Indemnitee in connection with Friday’s cure; and (iii)
      shall reimburse or pay such costs or damages within ten (10) days of receipt
      of
      Friday’s invoice therefor;





(2)  in
      the
      event of a Material Event of Default, upon notice to Franchisee, terminate
      this
      Agreement and all rights granted hereunder without waiving any (i) claim for
      damages suffered by Friday’s or (ii) other rights, remedies or claims (no notice
      of termination shall be required with regard to a Material Event of Default
      under Sections 16.01.A.(viii) or (ix)); or





(3)  with
      respect to an Event of Default arising from a breach of the covenant contained
      in Section 13.03.C.(1), the affected former employer shall be compensated by
      the
      breaching party (and Franchisee shall be additionally liable for breaches by
      any
      Principal) for the reasonable costs and expenses incurred by such employer
      in
      connection with training such employee. Franchisee and each Principal
      acknowledge that such expenses are impossible to accurately quantify and agree
      that, as liquidated damages and not as a penalty, an amount equal to such
      employee’s annual rate of compensation in the final twelve (12) months of
      employment (or an annualized rate if employed for a shorter period) by such
      former employer shall be paid by the breaching party to the former employer
      at
      such time as such employee commences employment.





D.  Friday’s
      shall not exercise any remedies available hereunder with respect to the
      following described Events of Default unless such Events of Default remain
      uncured after (i) notice from Friday’s thereof and (ii) the expiration of the
      following cure periods:





(1)  with
      respect to any Event of Default arising under Section 16.01.A.(vi) - ten (10)
      days; or


29


(2)  with
      respect to any Event of Default arising under Sections 16.01.A.(i) - (v)
      inclusive, (vii) and (x) - thirty (30) days.





E.  If
      any
      Events of Default arising under Sections 16.01.A.(i) - (v) inclusive, (vii)
      or
      (x) cannot reasonably be cured within thirty (30) days, Franchisee shall provide
      Friday’s notice thereof (together with Franchisee’s best estimate of the time
      period required to complete such cure) and immediately undertake efforts to
      cure
      such default within the cure period, and continue such efforts with diligence
      to
      completion. In no event, however, shall such cure period be extended without
      the
      prior written consent of Friday’s.





F.  Franchisee
      and each Principal agree that Friday’s exercise of the rights and remedies set
      forth herein is reasonable. Friday’s may, in addition to pursuing any other
      remedies, specifically enforce such obligations, covenants and agreements or
      obtain injunctive or other equitable relief in connection with the violation
      or
      anticipated violation of such obligations, covenants and
      agreements.





16.02  A. The
      following shall constitute Events of Default by Friday’s: (i) failure to comply
      with or perform Friday’s obligations and agreements herein or (ii) Friday’s (a)
      is adjudicated, or is, bankrupt or insolvent; (b) makes an assignment for the
      benefit of creditors; or (c) seeks protection from creditors by petition in
      bankruptcy or otherwise or there is filed against Friday’s a similar petition
      which is not dismissed within thirty (30) days.





B.  Upon
      the
      occurrence of a Material Event of Default by Friday’s, Franchisee may, upon
      notice to Friday’s, terminate this Agreement and all rights granted hereunder
      without waiving any (i) claim for damages suffered by Franchisee or (ii) other
      rights, remedies or claims. Any termination of this Agreement by Franchisee
      other than as provided in this Section 16.02 shall be deemed a termination
      by
      Franchisee without cause.





C.  Franchisee
      shall not exercise any remedies available hereunder with respect to any Events
      of Default unless such Events of Default remain uncured after (i) notice from
      Franchisee thereof and (ii) the expiration of thirty (30) days following such
      notice.





D. If
      any
      Events of Default cannot reasonably be cured within thirty (30) days, Friday’s
      shall provide Franchisee notice thereof (together with Friday’s best estimate of
      the time period required to complete such cure) and immediately undertake
      efforts to cure such default within the cure period, and continue such efforts
      with diligence to completion. In no event, however, shall such cure period
      be
      extended without the prior written consent of Franchisee.





16.03  Subject
      to the provisions of Section 16.06, all rights and remedies of either party
      shall be cumulative, and not exclusive, of any other right or remedy described
      herein or available at law or in equity. The expiration or termination of this
      Agreement shall not release any party from any liability or obligation then
      accrued or any liability or obligation continuing beyond, or arising from,
      such
      expiration or termination. Nothing in this Agreement shall impair either party’s
      right to obtain injunctive or other equitable relief.





16.04  The
      failure of any party to exercise any right or remedy or to enforce any
      obligation, covenant or agreement herein shall not constitute a waiver by,
      or
      estoppel of, that party’s right to any of the remedies described herein
      including, without limitation, to enforce strict compliance with any such
      obligation, covenant or agreement. No custom or practice shall modify or amend
      this Agreement. The waiver of, or failure or inability of any party to enforce,
      any right or remedy shall not impair that party’s rights or remedies with
      respect to subsequent Events of Default of the same, similar or different
      nature. The delay, forbearance or failure of any party to exercise any right
      or
      remedy in connection with any Event of Default or default by other franchisees
      shall not affect, impair or constitute a waiver of such party’s rights or
      remedies herein. Acceptance of any Payment shall not waive any Event of
      Default.


30


16.05  Franchisee
      and each Principal shall, jointly and severally, pay all costs and expenses
      (including reasonable fees of attorneys and other engaged professionals)
      incurred by Friday’s in successfully enforcing, or obtaining any remedy arising
      from the breach of, this Agreement. The existence of any claims, demands or
      actions which Franchisee or any Principal may have against Friday’s, whether
      arising from this Agreement or otherwise, shall not constitute a defense to
      Friday’s enforcement of Franchisee’s or any Principal’s representations,
      warranties, covenants, agreements or obligations herein.





**16.06**  **IN
      THE EVENT OF A DISPUTE BETWEEN THEM WHICH IS NOT SUBJECT TO, NOR ARISES UNDER,
      SECTION 18, FRIDAY’S, FRANCHISEE AND PRINCIPALS HEREBY WAIVE, TO THE FULLEST
      EXTENT PERMITTED BY LAW, ANY RIGHT TO OR CLAIM FOR ANY PUNITIVE, EXEMPLARY,
      INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
      LIMITATION, LOSS OF PROFITS, BUT SPECIFICALLY EXCLUDING, HOWEVER, DAMAGES TO
      THE
      REPUTATION AND GOODWILL ASSOCIATED WITH AND/OR SYMBOLIZED BY THE PROPRIETARY
      MARKS) AGAINST THE OTHER ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH
      CAUSE
      BE BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE)
      AND
      AGREE THAT EACH SHALL BE LIMITED TO THE RECOVERY OF ANY DIRECT DAMAGES SUSTAINED
      BY IT. IF ANY OTHER TERM OF THIS AGREEMENT IS FOUND OR DETERMINED TO BE
      UNCONSCIONABLE OR UNENFORCEABLE FOR ANY REASON, THE FOREGOING PROVISION SHALL
      CONTINUE IN FULL FORCE AND EFFECT.**





**17.**
            **OBLIGATIONS
                UPON TERMINATION OR EXPIRATION; RENEWAL
                OPTION**





17.01  Upon
      any
      termination or expiration of this Agreement, (or any Renewal Franchise Agreement
      if the renewal option described in Section 17.09 has been exercised), and
      subject to Section 2.A of the Development Agreement (if then in effect),
      Friday’s may establish, or authorize others to establish, T.G.I.
      Friday’s ® Restaurants in the Restricted Area.





17.02  Upon
      any
      termination or expiration of this Agreement, (or any Renewal Franchise Agreement
      if the renewal option described in Section 17.09 has been exercised), all rights
      granted to Franchisee herein shall terminate and Franchisee shall:





A.  immediately
      cease to operate the Restaurant under the System;





B.  immediately
      cease to use (subject to Franchisee’s rights under other franchise agreements
      executed pursuant to the Development Agreement, if then in effect) (i) any
      Confidential Information; (ii) the System and the Standards; and (iii) the
      Proprietary Marks and other distinctive signs, symbols and devices associated
      with the System;





C.  immediately
      deliver to Friday’s all Confidential Information and all copies thereof (without
      regard to form or format), and all records, files, instructions, correspondence,
      and all other materials related to operating the Restaurant, retaining copies
      thereof only as reasonably required to comply with law; and


31


D.  cancel
      any assumed name or equivalent registration which contains any of the
      Proprietary Marks or any other name, service mark or trademark of Friday’s or
      TGIFM.





Franchisee
      shall furnish evidence of compliance with these obligations within five (5)
      days
      after any termination or expiration hereof.





17.03  A. Franchisee
      grants to Friday’s the option, exercisable by giving written notice within
      thirty (30) days after any termination or expiration of this Agreement, (or
      any
      Renewal Franchise Agreement if the renewal option described in Section 17.09
      has
      been exercised), to acquire (i) Franchisee’s rights and obligations under the
      Occupancy Contract, or (ii) Franchisee’s right, title, and interest in or to the
      Site (if Franchisee owns or possesses such right, title or interest other than
      rights as a tenant), together (in each instance) with the Furnishings, at fair
      market value (based on the going-concern value as a T.G.I. Friday’s ® Restaurant), free and clear of all liens, encumbrances or claims, and subject
      to
      such other terms and conditions as are usual and customary for such
      acquisitions.





B.  Without
      regard to whether Friday’s exercises the option set forth in Section 17.03.A.,
      Franchisee grants to Friday’s the further option, to be exercised by giving
      written within thirty (30) days after termination or expiration of this
      Agreement, (or any Renewal Franchise Agreement if the renewal option described
      in Section 17.09 has been exercised), to purchase all or any portion of the
      items described in Section 17.04.A (1)-(4) and (5), at fair market value, free
      and clear of all liens, encumbrances or claims, and subject to such other terms
      and conditions as are usual and customary for such acquisitions.





C.  If
      Friday’s does not exercise its option under Section 17.03.A, Friday’s shall have
      and is hereby granted a right of first refusal with respect to the sale by
      Franchisee of all or any portion of the Furnishings, Franchisee shall promptly
      notify Friday’s of any proposed sale of the Furnishings and shall provide such
      information and documents relating thereto as Friday’s may require. Within
      thirty (30) days after receipt of such notice, information and documents,
      Friday’s may notify Franchisee that it intends to exercise its right of first
      refusal with regard to the Furnishings upon the same terms and conditions.
      If
      such transaction shall not be consummated within a reasonable period of time
      after Friday’s has given such notice, then Friday’s right of first refusal under
      this Section shall be a continuing right and failure to exercise such right
      shall not constitute a waiver of any other provision of this Agreement,
      including such right of first refusal with respect to future
      offers.





D.  If
      Friday’s exercises its option under Section 17.03.A but the parties cannot agree
      on the fair market value of Franchisee’s right, title, or interest in and to the
      Site and the Furnishings within fifteen (15) days of the exercise of such
      option(s), Friday’s shall notify Franchisee of its designation of an appraiser
      to determine such fair market value. Within fifteen (15) days of such notice,
      Franchisee shall designate, by written notice to Friday’s, an appraiser and such
      appraisers shall select a third appraiser. If either party fails to so designate
      an appraiser, the appraiser designated by the other party within such period
      shall be the sole appraiser. The appraisers shall agree upon the fair market
      value of the Site and the Furnishings or both, whichever shall apply, within
      fifteen (15) days after the appointment of the last of the appraisers to be
      so
      appointed. A decision by a majority of the appraisers shall control. Appraisal
      costs shall be borne equally by Friday’s and Franchisee. In the event Friday’s
      elects to proceed with all or any part of such acquisition, said acquisition
      shall be completed not later than thirty (30) days after the fair market value
      is established by agreement or by decision of the appraisers. The purchase
      price, less any sums otherwise due Friday’s from Franchisee, shall be paid to
      Franchisee at a closing which shall take place at Friday’s offices, or such
      other location as shall be mutually agreed to by the parties. At such closing,
      the parties shall execute such instruments of conveyance and/or transfer as
      reasonably required by Friday’s. If Friday’s exercises its option under Section
      17.03.A, possession of the Site shall transfer immediately upon
      closing.


32


17.04  A.  If
      Friday’s does not exercise its option to acquire the Occupancy Contract or
      Franchisee’s right, title and interest in and to the Site, Franchisee shall
      within thirty (30) days after the expiration of Friday’s option make such
      alterations to the Restaurant as may be necessary, in Friday’s reasonable
      judgment, to distinguish the appearance of the Site from that of other T.G.I.
      Friday’s ® Restaurants in the System including, but not be limited to:





(1)  removal
      of decorative memorabilia, including wall hangings, the racing scull, gas pumps
      or street lamps and brass railings;





(2)  removal
      of stained glass and Tiffany lamps and chandeliers;





(3)  removal
      of proprietary phone booth;





(4)  removal
      of red and white striped outside awnings;





(5)  removal
      or painting of interior awnings and exterior and interior walls to a solid
      color
      other than a color specified in the Standards; and





(6)  removal
      of signage.





B.  If
      Friday’s does not elect to purchase all or any portion of the Furnishings which
      bear any Proprietary Mark or are otherwise proprietary in nature, Franchisee
      shall dispose of such Furnishings only in a manner to which Friday’s has given
      consent within the same period of time as required under this Section for the
      removal of all other Furnishings.





17.05  Subsequent
      to any termination or expiration of this Agreement (or any Renewal Franchise
      Agreement, if the renewal option described in Section 17.09 has been exercised),
      Franchisee shall not (i) use of the Proprietary Marks or any reproduction,
      counterfeit, copy or colorable imitation of any of the Proprietary Marks which
      could cause confusion, mistake or deception as to source of origin or which
      could dilute Friday’s or TGIFM’s rights in and to any of the Proprietary Marks;
      (ii) utilize any designation of origin, description or representation which
      suggests an association or connection with Friday’s; or (iii) utilize the System
      or any part thereof.





17.06  Until
      all
      Payments are made and any damages, costs or expenses incurred or suffered by
      Friday’s have been paid, Friday’s shall have, and Franchisee shall be deemed to
      have granted, a lien against any and all of the Furnishings and Franchisee’s
      interest in the Occupancy Contract and Site.





17.07  Franchisee
      and each Principal shall, jointly and severally, pay all costs and expenses
      (including reasonable fees of attorneys and other engaged professionals)
      incurred by Friday’s in connection with the successful enforcement of this
      Section 17. In the event Franchisee fails to comply with this Section 17,
      Friday’s may enter upon the Site, without being guilty of trespass or otherwise
      liable, for the purpose of carrying out Franchisee’s obligations in this Section
      17 at Franchisee’s expense.





17.08  Franchisee
      will, at the option of Friday’s, assign to Friday’s all rights to: (i) the
      telephone numbers of the Restaurant and any related and other business listings;
      and (ii) all e-mail addresses, URLs, domain names, Internet listings, and
      Internet accounts related to the Restaurant upon the termination or expiration
      of this Agreement. Furthermore, Franchisee will execute any forms or documents
      that Friday’s considers necessary to appoint Friday’s as Franchisee’s
      attorney-in-fact with full power and authority for the sole purpose of assigning
      these rights to Friday’s.


33


17.09  This
      Agreement shall not automatically renew upon the expiration of the Term.
      Franchise shall have an option to renew the Term of this Agreement for a Renewal
      Term, if, and only if, each of the following terms and conditions has been
      fully
      met to the reasonable satisfaction of Friday’s (“Renewal Compliance). If Renewal
      Compliance is not achieved prior to the expiration of the Term, Franchisee
      shall
      not be entitled to continue the operation of the Restaurant beyond the
      expiration of the Term, it being understood that Renewal Compliance is a
      condition to the effectiveness of any Renewal Franchise Agreement and the
      Renewal Term.





A.  Franchisee
      must give Friday’s written notice of its election to renew the term of this
      Agreement no later than one (1) year, but no earlier than three (3) years,
      prior
      to the expiration of the Term of this Agreement.





B.  Franchisee
      must deliver evidence of Control of the Real Estate for the Renewal
      Term.





C.  Franchisee
      must satisfy all of Friday’s then-current financial requirements (including the
      analysis of net worth, debt-to-equity ratios and capitalization) for a new
      franchisee. Franchisee must submit certified financial statements for the fiscal
      year preceding the Renewal Election Date prepared by a Certified Public
      Accountant, supported by income tax returns and such other documentation as
      is
      reasonably requested by Friday’s. If a Principal’s individual net worth is used
      to satisfy all or a portion of the financial requirements for the Franchisee,
      the Principal must submit a current certified financial statement.





D.  Franchisee
      must have satisfied all monetary obligations owed to Friday’s and its
      Affiliates, have timely met those obligations for the two year period prior
      to
      the Renewal Election Date and continue to timely meet those obligations
      throughout the balance of the Term.





E.  Franchisee,
      during the Term of this Agreement, at the Renewal Election Date and throughout
      the balance of the Term, must not be in default of and must have operated the
      Restaurant substantially in accordance with the terms of this Agreement and
      the
      standards, specifications and procedures of the System as set forth and
      described in each of the Operating Manuals otherwise.





F.  The
      entire Restaurant facility, interior and exterior, must be brought up to
      then-current System standards (the “Facility and Equipment Upgrades”) and
      reflect an acceptable System image. As part of the Facility and Equipment
      Upgrades, Franchisee must (i) repair, upgrade or replace, at Franchisee’s
      expense, such equipment, signage, interior and exterior décor items, fixtures,
      furnishings, supplies, computers and other technology-driven systems, including
      hardware and software, products and materials (collectively, “Equipment”),
      required for the operation of the Restaurant as Friday’s may reasonably require,
      (ii) obtain any new or additional Equipment reasonably required by Friday’s in
      order for Franchisee to meet then-current System standards or to provide the
      Restaurant’s services by alternative means such as through carry-out or
      delivery, and (iii) otherwise modernize the Restaurant to reflect the
      then-current System standards and image.





G.  Franchisee
      must submit to Friday’s all standard form information and documentation
      reasonably requested by Friday’s as a basis for the issuance and consummation of
      a franchise. Franchisee, each of Franchisee’s Principals and Friday’s must
      execute a Mutual General Release relating to this Agreement and the
      Restaurant.





H.  Franchisee
      must pay a franchise fee for the Renewal Term equal to fifty percent (50%)
      of
      the franchise fee being charged by Friday’s, at the time the Renewal Franchise
      Agreement is issued, for a new franchise to a multi-unit developer having opened
      more than two restaurants.


34


I.  Franchisee
      must execute and deliver to Friday’s, prior to the expiration of the Term, the
      then-current form of franchise agreement for the Renewal Term. The renewal
      franchise agreement (the “Renewal Franchise Agreement”) shall be on the standard
      form of franchise agreement being issued to new franchisees entering the System
      at the time such Renewal Franchise Agreement is issued. The royalties payable
      under the Renewal Franchise Agreement shall be calculated at the same royalty
      rate and under the same terms as set forth in this Agreement.


**18.**
              **INDEMNIFICATION**





A.  Franchisee
      and each Principal will, at all times, indemnify and hold Friday’s harmless, to
      the fullest extent permitted by law, from all “losses and expenses” (as defined
      below) incurred in connection with any action, suit, proceeding, claim, demand,
      investigation or inquiry (formal or informal), or any settlement thereof
      (whether or not a formal proceeding or action has been instituted) which arises
      out of or is based upon any of the following:





(1)  The
      infringement, alleged infringement, or any other violation or alleged violation
      by Franchisee or any Principal of any patent, mark or copyright or other
      proprietary right owned or controlled by third parties.





(2)  The
      violation, breach or asserted violation or breach by Franchisee or any Principal
      of any contract, federal, state or local law, regulation, ruling, standard
      or
      directive or any industry standard.





(3)  Libel,
      slander or any other form of defamation of Friday’s or the System, by Franchisee
      or any Principal.





(4)  The
      violation or breach by Franchisee or any Principal of any warranty,
      representation, agreement or obligation in this Agreement.





(5)  Acts,
      errors or omissions of Franchisee or any of its agents, servants, employees,
      contractors, partners, affiliates or representatives.





(6)  The
      actual or alleged negligence or gross negligence of Friday’s in its capacity as
      Franchisor.





B.  Franchisee
      and each Principal agree to give Friday’s immediate notice of any such action,
      suit, proceeding, claim, demand, inquiry or investigation.





C.  Friday’s
      shall at all times have the absolute right to retain counsel of its own choosing
      in connection with any action, suit, proceeding, claim, demand, inquiry or
      investigation. Friday’s shall at all times have the absolute right to
      investigate any action, suit proceeding, claim or demand itself.





D.  Franchisee
      and each Principal shall indemnify Friday’s for its attorneys’ fees, expenses,
      and costs incurred in connection with the exercise of Friday’s rights under
      Section 18.C. This provision shall not be construed so as to limit or in any
      way
      affect Franchisee’s indemnity obligations pursuant to the other provisions of
      Section 18.





E.  In
      the
      event that Friday’s exercise of its rights under Section 18.C. actually results
      in Franchisee’s insurer with respect to insurance required to be maintained by
      Franchisee pursuant to Section 11 (hereinafter, the “Insurer”) refusing to pay
      on a third party claim, all causes of action and legal remedies which Franchisee
      might have against the Insurer shall be automatically assigned to Friday’s
      without the need for any further action on Friday’s or Franchisee’s part. For
      the purposes of Section 18.01, “actually results” means that, but for Friday’s
      exercise of its rights under Section 18.C. the Insurer would not have refused
      to
      pay on said third-party claim.


35


F. In
      the
      event that Friday’s exercise of its rights under Section 18.C. actually results
      in the Insurer refusing to pay on a third-party claim, Franchisee shall not
      be
      required to indemnify Friday’s for the latter’s attorneys’ fees, expenses and
      costs incurred in connection with that claim.





G. In
      the
      event that the Insurer subsequently reverses its previous decision to not pay
      a
      claim, by in fact paying that claim, Franchisee shall be required to indemnify
      Friday’s for the latter’s attorneys’ fees, expenses and costs incurred in
      connection with that claim, just as if the Insurer had never denied the
      claim.





H. In
      the
      event that Franchisee encourages, requests, or suggests that the Insurer deny
      a
      claim, Franchisee shall indemnify Friday’s for its attorneys’ fees, expenses and
      costs in connection with that claim.




I. Subject
      to the provisions of Section 18.B. above, in order to protect persons or
      property, or its reputation or goodwill, or the reputation or goodwill of
      others, Friday’s may, at any time and without notice, as it, in its judgment
      deems appropriate, consent or agree to settlements or take such other remedial
      or corrective action as it deems expedient with respect to the action, suit,
      proceeding, claim, demand, inquiry or investigation if, in Friday’s sole
      judgment, there are reasonable grounds to believe that:





(1)  any
      of
      the acts or circumstances enumerated in Section 18.A. above have occurred;
      or





(2)  any
      act,
      error, or omission of Franchisee or any Principal may result directly or
      indirectly in damage, injury or harm to any person or any property.





J.  In
      addition to their indemnity obligations under Section 18.D. Franchisee and
      each
      Principal shall indemnify Friday’s for any and all losses, compensatory damages,
      exemplary or punitive damages, fines, charges, costs, expenses, lost profits,
      settlement amounts, judgments, compensation for damages to the Friday’s
      reputation and goodwill, costs of or resulting from delays, financing, costs
      of
      advertising material and media time/space, and costs of changing, substituting
      or replacing the same, and any and all expenses of recall, refunds,
      compensation, public notices and other such amounts incurred in connection
      with
      the matters described, which result from any of the items set forth in Section
      18.A.





K.  Friday’s
      does not assume any liability whatsoever for acts, errors, or omissions of
      those
      with whom Franchisee or any Principal may contract, regardless of the purpose.
      Franchisee and each Principal shall hold harmless and indemnify Friday’s for all
      losses and expenses which may arise out of any acts, errors or omissions of
      these third parties.





L.  Under
      no
      circumstances shall Friday’s be required or obligated to seek recovery from
      third parties or otherwise mitigate its losses in order to maintain a claim
      against Franchisee or any Principal. Franchisee and each Principal agree that
      the failure to pursue such recovery or mitigate loss will in no way reduce
      the
      amounts recoverable by Friday’s from Franchisee or any
      Principal.


36


M.  Notwithstanding
      anything to the contrary contained in this Agreement, Franchisee is not required
      to indemnify Friday’s with regard to any infringement, alleged infringement or
      other violation or alleged violation by Franchisee or any Principal of any
      patent, mark, or copyright or other proprietary right owned or controlled by
      a
      third party, arising in connection with the use of the Proprietary Marks and
      System franchised to Franchisee when used in the manner authorized and required
      by Friday’s pursuant to this Agreement. In the event Franchisee is involved in
      such an action, Friday’s agrees to indemnify Franchisee and Principals in
      connection with the defense thereof, and to indemnify and hold Franchisee and
      Principals harmless from any and all losses, damages, claims, liabilities,
      expenses, including attorney’s fees (prior to litigation, during litigation, and
      on appeal) and all costs (whether taxed or not taxed) in connection with
      proceedings regarding the same. Franchisee shall give notice to Friday’s of any
      such claim no later than fifteen (15) days after Franchisee becomes aware of
      same or is given notice thereof. This indemnity shall be inoperative to the
      extent that failure to have timely provided such notice to Friday’s materially
      impairs Friday’s ability to defend any such claim, in whole or in part, or to
      minimize the costs of this indemnity. Franchisee shall not be required to defend
      Friday’s with regard to Franchisee’s utilization pursuant to this Agreement of
      the Proprietary Marks and System provided such utilization is in strict
      compliance with that authorized and required by Friday’s pursuant to this
      Agreement.





**19.**
            **NOTICES**





All
      notices required or desired to be given hereunder shall be in writing and shall
      be sent by personal delivery, expedited delivery service, facsimile or certified
      mail, return receipt requested to the following addresses (or such other
      addresses as designated pursuant to this Section 19):





if
                to Friday’s:
            TGI
                Friday’s Inc.


Attention:
                General Counsel


4201
                Marsh Lane


Carrollton,
                Texas 75007


Facsimile
                No.: (972) 662-5636





if
                to Franchisee or any Principal:
            Main
                St. California, Inc.


Attention:
                Bill Shrader


5050
                North 40thStreet


Suite
                200


Phoenix,
                Arizona 85018


Facsimile
                No.: (602) 852-0001








Notices
      posted by personal delivery, expedited service or given by facsimile shall
      be
      deemed given the next business day after transmission. Notices posted by
      certified mail shall be deemed received three (3) Business Days after the date
      of posting. Any change in the foregoing addresses shall be effected by giving
      fifteen (15) days written notice of such change to the other party.





**20.**
            **FORCE
                MAJEURE**





No
      party
      shall be liable for any inability to perform resulting from acts of God or
      other
      causes (other than financial inability or insolvency) beyond their reasonable
      control; provided, however, that nothing herein shall excuse or permit any
      delay
      or failure (i) to remit any Payment on the date due or (ii) for more than
      one-hundred eighty (180) days. The party whose performance is affected by an
      event of force majeure shall, within three (3) days of the occurrence of such
      event, give notice thereof to the other party setting forth the nature thereof
      and an estimate of its duration. The foregoing not withstanding, if, through
      no
      fault of Franchisee, the Restaurant is damaged or destroyed by an event such
      that it cannot, in Friday’s judgment, reasonably be restored within ninety (90)
      days thereafter, then Franchisee may, within sixty (60) days after such event,
      apply for Friday’s consent to relocate and/or reconstruct the Restaurant, which
      consent shall not be unreasonably withheld. If franchisee fails to make such
      application, this Agreement shall be deemed terminated for
      cause.


37


**21.**
            **SEVERABILITY**





21.01  Should
      any term, covenant or provision hereof, or the application thereof, be
      determined by a valid, final, non-appealable order to be invalid or
      unenforceable, the remaining terms, covenants or provisions hereof shall
      continue in full force and effect without regard to the invalid or unenforceable
      provision. In such event such term, covenant or provision shall be deemed
      modified to impose the maximum duty permitted by law and such term, covenant
      on
      provision shall be valid and enforceable in such modified form as if separately
      stated in and made a part of this Agreement. Notwithstanding the foregoing,
      if
      any term hereof is so determined to be invalid or unenforceable and such
      determination adversely affects, in Friday’s reasonable judgment, Friday’s
      ability to realize the principal purpose of the Agreement or preserve its or
      TGIFM’s rights in, or the goodwill underlying, the Proprietary Marks, the
      System, or the Confidential Information, Friday’s may terminate this Agreement
      upon notice to Franchisee.





21.02  Captions
      in this Agreement are for convenience only and shall not affect the meaning
      or
      construction of any provision hereof.





**22.**
            **INDEPENDENT
                CONTRACTOR**





22.01  Franchisee
      is an independent contractor. Friday’s does not operate the Franchisee’s
      business. Nothing herein shall create the relationship of principal and agent,
      legal representative, joint ventures, partners, employee and employer or master
      and servant between the parties. No fiduciary duty is owed by, or exists
      between, the parties. Franchisee shall hold itself out to the public to be
      an
      independent contractor operating the business pursuant to a franchise from
      Friday’s.





22.02  Nothing
      herein authorizes Franchisee or any Principal to make any contract, agreement,
      warranty or representation or to incur any debt or obligation in Friday’s
      name.





**23.**
            **DUE
                DILIGENCE AND ASSUMPTION OF
                RISK**





23.01  Franchisee
      and each Principal (i) have conducted such due diligence and investigation
      as
      each desires; (ii) recognize that the business venture described herein involves
      risks; and (iii) acknowledge that the success of such business venture is
      dependent upon the abilities of Franchisee and Principals. **EXCEPT
      AS PROVIDED IN ITEM 19 OF FRIDAY’S UNIFORM FRANCHISE OFFERING CIRCULAR FOR THE
      SALE OF T.G.I. FRIDAY’S** **®** **RESTAURANTS IN EFFECT ON THE DATE OF THIS AGREEMENT, FRIDAY’S EXPRESSLY
      DISCLAIMS THE MAKING OF, AND FRANCHISEE AND EACH PRINCIPAL ACKNOWLEDGE THAT
      THEY
      HAVE NOT RECEIVED OR RELIED UPON, ANY REPRESENTATION OR WARRANTY, EXPRESS OR
      IMPLIED, AS TO THE POTENTIAL PERFORMANCE OR VIABILITY OF THE BUSINESS VENTURE
      CONTEMPLATED BY THIS AGREEMENT.**





23.02  Franchisee
      and each Principal have received, read and understand this Agreement, the
      documents referred to herein and the Attachments and Schedules hereto.
      Franchisee and each Principal have had ample time and opportunity to consult
      with their advisors concerning the potential benefits and risks of entering
      into
      this Agreement.


38


**24.**
            **MISCELLANEOUS**





24.01  Time
      is
      of the essence to this Agreement.





24.02  There
      are
      no third party beneficiaries to this Agreement except for the acknowledgments
      and agreements contained in Section 9, the remedy provided for breach of
      Franchisee’s or any Principal’s covenant contained in Section 13.03.C.(1), the
      provision for liquidated damages contained in Section 16.01.C.(3) and the rights
      and remedies provided for in Exhibit
      B .





24.03  This
      Agreement may be executed in any number of counterparts each of which when
      so
      executed shall be an original, but all of which together shall constitute one
      (1) and the same instrument.





24.04  Franchisee
      and each Principal acknowledge that each has been offered certain products
      and
      services in connection herewith and understands that System franchisees are
      free
      to obtain these and any other products or services used in the operation of
      the
      Restaurant from sources of their own choosing, subject only to compliance with
      the Standards and the requirements of Sections 6.07, 6.08, 7.07 and
      7.09.





24.05  All
      references herein to the masculine, neuter or singular shall be construed to
      include the masculine, feminine, neuter or plural, unless otherwise suggested
      by
      the text.





24.06  This
      Agreement will become effective only upon execution hereof by the President
      or a
      Vice President of Friday’s.





24.07  Franchisee
      and each Principal acknowledge that each has received a complete copy of this
      Agreement, the documents referred to herein and the Attachments hereto at least
      five (5) business days prior to the date on which this Agreement was executed.
      Franchisee and each Principal further acknowledge that each has received the
      disclosure document required by the Trade Regulation Rule of the Federal Trade
      Commission entitled “Disclosure Requirements and Prohibitions Concerning
      Franchising and Business Opportunity Ventures” at least ten (10) business days
      prior to the date on which this Agreement was executed.





**25.**
            **CHOICE
                OF LAW; JURISDICTION;
                VENUE**





**25.01**  **FRANCHISEE
      AND ITS PRINCIPALS ACKNOWLEDGE THAT FRIDAY’S MAY GRANT NUMEROUS FRANCHISES
      THROUGHOUT THE UNITED STATES ON TERMS AND CONDITIONS SIMILAR IN CERTAIN MATERIAL
      RESPECTS TO THOSE SET FORTH IN THIS AGREEMENT, AND THAT IT IS OF MUTUAL BENEFIT
      TO FRANCHISEE AND ITS PRINCIPALS AND TO FRIDAY’S THAT THESE TERMS AND CONDITIONS
      BE UNIFORMLY INTERPRETED. THEREFORE, THE PARTIES AGREE THAT TEXAS LAW (EXCEPT
      FOR TEXAS CHOICE OF LAW RULES) SHALL APPLY TO ALL MATTERS ARISING UNDER OR
      RELATING TO THIS AGREEMENT, INCLUDING THE INTERPRETATION AND CONSTRUCTION OF
      THIS AGREEMENT AND SHALL GOVERN ALL QUESTIONS WHICH ARISE WITH REFERENCE TO
      THIS
      AGREEMENT OR THE RELATIONSHIP OF FRIDAY’S TO FRANCHISEE AND ITS
      PRINCIPALS.**





**25.02**  **THE
      PARTIES ACKNOWLEDGE THAT THIS AGREEMENT SHALL BE PERFORMED IN SUBSTANTIAL PART
      IN DALLAS COUNTY, TEXAS. THE PARTIES THEREFORE AGREE THAT ANY CLAIM, CONTROVERSY
      OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PERFORMANCE
      THEREOF WHICH CANNOT BE AMICABLY SETTLED, EXCEPT AS OTHERWISE PROVIDED HEREIN,
      SHALL BE RESOLVED BY A PROCEEDING IN A COURT IN DALLAS COUNTY, TEXAS, AND
      FRANCHISEE AND PRINCIPALS EACH IRREVOCABLY ACCEPT AND SUBMIT TO THE JURISDICTION
      OF THE COURTS OF THE STATE OF TEXAS AND THE FEDERAL COURTS LOCATED IN DALLAS
      COUNTY, TEXAS FOR SUCH CLAIMS, CONTROVERSIES OR DISPUTES;** **PROVIDED** **,** **HOWEVER** **,
      WITH RESPECT TO ANY ACTION WHICH INCLUDES INJUNCTIVE RELIEF, OR ANY ACTION
      FOR
      THE RECOVERY OF ANY PROPERTY, REAL OR PERSONAL, FRIDAY’S MAY BRING SUCH ACTION
      IN ANY STATE WHICH HAS JURISDICTION.**


39


**26.**
            **ENTIRE
                AGREEMENT**





This
      Agreement and the Addenda, Exhibits and Schedules hereto constitute the entire
      agreement between Friday’s, Franchisee and the Principals concerning the subject
      matter hereof. All prior agreements, discussions, representations, warranties
      and covenants are merged herein. **THERE
      ARE NO WARRANTIES, REPRESENTATIONS, COVENANTS OR AGREEMENTS, EXPRESS OR IMPLIED,
      BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF, INCLUDING, WITHOUT
      LIMITATION, ANY IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING, EXCEPT THOSE
      EXPRESSLY SET FORTH IN THIS AGREEMENT.**  **EXCEPT
      THOSE PERMITTED TO BE MADE UNILATERALLY BY FRIDAY’S HEREUNDER, NO AMENDMENT,
      CHANGE OR VARIANCE FROM THIS AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS
      MUTUALLY AGREED TO BY FRIDAY’S AND FRANCHISEE AND MANUALLY EXECUTED AND AFFIXED
      BY BOTH PARTIES TO A WRITTEN AGREEMENT.**





IN
      WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
      on the day and year first above written.




**TGI
                  FRIDAY’S INC.**
              
              
              **MAIN
                  ST. CALIFORNIA, INC.**By:
              
              
              By:Name:
              
              
              Name:Title:
              
              
              Title:Date:
              
              
              Date:


40


Each
      Principal acknowledges, covenants and represents as follows:





(1)  each
      has
      read the terms and conditions of this Agreement;





(2)  each
      is a
“Principal” as described in this Agreement;





(3)  each
      is
      the owner of and has the right to vote the percent of the Securities of
      Franchisee indicated next to the signature below of each Principal;





(4)  each
      makes all of the representations, warranties, covenants and agreements of the
      Franchisee (including liability to make Payments) and a Principal set forth
      in
      this Agreement (including, without limitation, the covenants and agreements
      concerning Transfer, non-competition and maintenance of Confidential
      Information) and is obligated to perform thereunder;





(5)  each
      individually, jointly and severally, irrevocably and unconditionally guarantees
      that all of Franchisee’s obligations under the terms and conditions of this
      Agreement will be timely paid and performed;





(6)  each
      acknowledges that Friday’s may, without notice to Principals, waive, renew,
      extend, modify, amend or release any indebtedness or obligation of Franchisee,
      or settle, adjust, or compromise any claims against Franchisee;





(7)  each
      waives all demands and notices of every kind with respect to this guaranty
      including, without limitation, notice of presentment, demand for payment or
      performance by Franchisee, notice of any default by Franchisee or any guarantor,
      and notice of any release of any guarantor or other security for this Agreement
      or the obligations of Franchisee, and each acknowledges that Friday’s may pursue
      its rights against Principals without first exhausting its remedies against
      Franchisee and without joining any other guarantor hereto, and no delay on
      the
      part of Friday’s in the exercise of any right or remedy shall operate as a
      waiver of such right or remedy;





(8)  each
      has
      derived and expects to derive financial or other benefit, directly or
      indirectly, from this Agreement and the transaction described
      herein;





(9)  each
      acknowledges that its execution of this Agreement, and its undertakings and
      agreements herein, have induced Friday’s to enter into the transactions
      described herein, and to execute, this Agreement;





(10)  each
      consents to and shall be bound by any amendment of this Agreement made by
      Friday’s and Franchisee pursuant to the terms hereof; and





(11)  each
      has
      executed, concurrent herewith, the Guaranty Agreement in Exhibit
      B .





PRINCIPAL
            SecuritiesVoting
                %MAIN
                STREET RESTAURANT GROUP, INC.By:
            
            
            100%Name:Title:


41


**ADDENDUM
      A TO FRANCHISE AGREEMENT**





**COVENANT
      AND AGREEMENT FOR CONFIDENTIALITY**





This
      agreement (“Agreement”) is made by Main Street Restaurant Group, Inc., a
      corporation organized under the laws of the state of Delaware (“Principal”), and
      TGI Friday’s Inc., a corporation organized under the laws of the state of New
      York (“Friday’s”), in connection with that certain Franchise Agreement dated
      _________________, _____ (the “Franchise Agreement”), by and between Friday’s
      and Main St. California, Inc. (“Franchisee”).





WHEREAS,
      Friday’s and Franchisee have entered into the Franchise Agreement;
      and





WHEREAS,
      the Confidential Information provides economic advantages to Friday’s and is not
      generally known to, and not legally available to, third parties;
      and





WHEREAS,
      Friday’s has taken and intends to take all steps necessary to maintain the
      confidentiality of the Confidential Information; and





WHEREAS,
      Principal will receive, and desires to receive, the Confidential Information
      in
      his capacity as a Principal of Franchisee; and





WHEREAS,
      this Agreement is executed and delivered pursuant to Section 8.05 of the
      Franchise Agreement.





NOW,
      THEREFORE, in consideration of the mutual covenants and obligations contained
      herein, Principal and Friday’s agree as follows:





1.  Capitalized
      terms used herein and not otherwise defined shall have the meanings attributed
      to them in the Franchise Agreement.





2.  Friday’s
      shall disclose to Principal some or all of the Confidential Information which
      may be utilized by Principal solely (a) in his capacity as a Principal of
      Franchisee and (b) in connection with Franchisee’s performance of its duties and
      obligations pursuant to the Franchise Agreement. No other use or disclosure
      of
      any of the Confidential Information shall be made by Principal. Principal
      acknowledges and agrees that Friday’s or TGIFM is the exclusive owner of the
      Confidential Information, the System and the Proprietary Marks. Principal shall
      not, directly or indirectly, contest or impair Friday’s or TGIFM’s ownership of,
      or interest in, the Confidential Information, the System or the Proprietary
      Marks.





3.  Principal
      shall receive the Confidential Information in strict confidence. The
      Confidential Information may be utilized by Principal only (a) so long as
      Principal remains a Principal of Franchisee and (b) during the Term. The
      Confidential Information shall not be used in any manner that is adverse or
      detrimental to, or competitive with, Friday’s, TGIFM or Franchisee. Except as
      permitted pursuant to the Franchise Agreement or this Agreement, the
      Confidential Information shall not, without the prior written consent of
      Friday’s, be (i) copied, (ii) compiled (in total or in part) with other
      information, or (iii) disclosed to any third party.





4.   Principal
      shall not communicate, disclose or use the Confidential Information, or any
      part
      thereof, except as (a) permitted herein, or (b) required by law. The
      Confidential Information may be disclosed to Principal’s agents, consultants,
      contractors and employees who need to know the Confidential Information for
      the
      sole purpose of providing services to Principal in his capacity as a Principal
      of Franchisee. Prior to such disclosure of any Confidential Information, each
      of
      such agents, consultants, contractors and employees shall (a) be advised by
      Principal of the confidential and proprietary nature of the Confidential
      Information and (b) agree to be bound by the terms and conditions of this
      Agreement. Notwithstanding such agreement, Principal shall indemnify the
      Friday’s Indemnitees from and against any damages, costs (including reasonable
      fees of attorneys and other engaged professionals) and expenses resulting from
      any disclosure or use of the Confidential Information, or any part thereof,
      by
      such agents, representatives or employees contrary to the terms
      hereof.


1


5.  In
      the
      event Principal or Principal’s agents, representatives, or employees receive
      notice of any request, demand or order to transfer or disclose all or any
      portion of the Confidential Information, Principal shall immediately notify
      Friday’s thereof, and shall fully cooperate with and assist Friday’s in
      prohibiting or denying any such transfer or disclosure. Should such transfer
      or
      disclosure be required by a valid, final, non-appealable court order, Principal
      shall fully cooperate with and assist Friday’s in protecting the confidentiality
      of the Confidential Information to the maximum extent permitted by
      law.





6.  Immediately
      upon Friday’s request or upon any termination or expiration of the Term,
      Principal shall return the Confidential Information including, without
      limitation, that portion of the Confidential Information which consists of
      analyses, compilations, studies or other documents containing or referring
      to
      any part of the Confidential Information, prepared by Principal, its agents,
      representatives or employees, and any copies thereof.





7.  Each
      of
      the representations, warranties, covenants, acknowledgments and agreements
      of
      Principal, and the rights and remedies of Friday’s in connection therewith,
      contained in the Franchise Agreement including, without limitation, those
      contained in Sections 8, 9, 13.03.C, 14.02, 14.03, 14.04 and 16 of the Franchise
      Agreement, are incorporated in this Agreement by reference as if fully set
      forth. In connection with Friday’s enforcement of such rights and remedies (or
      other rights and remedies of Friday’s under this Agreement), any court of
      competent jurisdiction selected by Friday’s shall have personal jurisdiction
      over Principal, to which jurisdiction Principal irrevocably consents. The
      parties agree that to the extent the law of the State of Texas is held
      enforceable, Texas law shall apply to the interpretation and construction of
      this Agreement (except for Texas choice of law rules) and shall govern all
      questions which arise with reference hereto.





8. Friday’s
      may, in addition to pursuing any other remedies, specifically enforce such
      obligations, covenants and agreements or obtain injunctive or other equitable
      relief in connection with the violation or anticipated violation of such
      obligations, covenants and agreements without the necessity of showing (i)
      actual or threatened harm; (ii) the inadequacy of damages as a remedy; or (iii)
      likelihood of success on the merits, and without being required to furnish
      bond
      or other security. Nothing in this Agreement shall impair Friday’s right to
      obtain equitable relief.





9.  Should
      any term, covenant or provision hereof, or the application thereof, be
      determined by a valid, final, non-appealable order to be invalid or
      unenforceable, the remaining terms, covenants or provisions hereof shall
      continue in full force and effect without regard to the invalid or unenforceable
      provision. In such event such term, covenant or provision shall be deemed
      modified to impose the maximum duty permitted by law and such term, covenant
      or
      provision shall be valid and enforceable in such modified form as if separately
      stated in and made a part of this Agreement.





10.  Any
      of
      Principal’s agreements, obligations or covenants which contemplate performance
      thereof after the termination or expiration of this Agreement shall survive
      such
      termination or expiration.


2


11.  Principal
      acknowledges and warrants that he has derived and expects to derive financial
      or
      other advantage and benefit, directly or indirectly, from the Franchise
      Agreement, this Agreement and/or the provision of the Confidential Information
      to Franchisee and/or Principal.





IN
      WITNESS WHEREOF, this Agreement has been executed by the parties on the dates
      indicated below.




**TGI
                    FRIDAY’S INC.**
                
                
                **MAIN
                    ST. CALIFORNIA, INC.**By:
                
                
                By:Name:
                
                
                Name:Title:
                
                
                Title:Date:
                
                
                Date:


3


**ADDENDUM
      B TO FRANCHISE AGREEMENT**





**COVENANT
      AND AGREEMENT FOR CONFIDENTIALITY**








This
      agreement (“Agreement”) is made by [Employee’s
      Name] ,
      an
      individual residing in the state of _______________ (“Employee”), and Main St.
      California, Inc., a corporation organized under the laws of the state of Arizona
      (“Franchisee”), in connection with that certain Franchise Agreement dated
      ________________, _____, (the “Franchise Agreement”) by and between TGI Friday’s
      Inc. (“Friday’s”) and Franchisee.





WHEREAS,
      Friday’s and Franchisee have entered into the Franchise Agreement;





WHEREAS,
      the Confidential Information provides economic advantages to Friday’s, and is
      not generally known to, and is not legally available to, third
      parties;





WHEREAS,
      Friday’s has taken and intends to take all steps necessary to maintain the
      confidentiality of the Confidential Information;





WHEREAS,
      it will be necessary for certain employees of Franchisee to have access to
      and
      to use some or all of the Confidential Information in connection with the
      performance of their job functions related to the development, construction
      and
      operation of Restaurants under the System;





WHEREAS,
      Employee is the [insert
      title] of
      Franchisee;





WHEREAS,
      Employee needs to receive, and desires to receive and use, the Confidential
      Information in the course of his employment by Franchisee in order to
      effectively perform his job function;





WHEREAS,
      the Agreement is executed and delivered pursuant to Section 8.05 of the
      Franchise Agreement.





NOW,
      THEREFORE, in consideration of the mutual covenants and obligations contained
      herein, Employee and Franchisee agree as follows:





1. Capitalized
      terms used herein and not otherwise defined shall have the meanings attributed
      to them on **Annex
      A** hereto.





2. Franchisee,
      or Friday’s, acting on behalf of Franchisee, shall disclose to Employee some or
      all of the Confidential Information which may be utilized by Employee solely
      (a)
      in his capacity as the [title] of
      Franchisee and (b) in connection with Employee’s performance of his job
      functions. No other use or disclosure of any of the Confidential Information
      shall be made by Employee. Employee acknowledges and agrees that Friday’s or
      TGIFM is the exclusive owner of the Confidential Information, the System and
      the
      Proprietary Marks. Employee shall not, directly or indirectly, contest or impair
      Friday’s or TGIFM’s ownership of, or interest in, the Confidential Information,
      the System or the Proprietary Marks.





3. Employee
      shall receive the Confidential Information in strict confidence. The
      Confidential Information may be utilized by Employee only (a) so long as
      Employee is employed by Franchisee and (b) during the Term. The Confidential
      Information shall not be used in any manner that is adverse or detrimental
      to,
      or competitive with, Friday’s, TGIFM or Franchisee. Except as permitted pursuant
      to this Agreement, the Confidential Information shall not, without the prior
      written consent of Friday’s, be (i) copied, (ii) compiled (in total or in part)
      with other information, or (iii) disclosed to any third party.


1


4. Employee
      shall not communicate, disclose or use the Confidential Information, or any
      part
      thereof, except as (a) permitted herein, or (b) required by law. The
      Confidential Information may be disclosed to fellow employees as necessary
      to
      train or assist such other employees of Franchisee in the performance of their
      job functions with respect to the development, construction or operation of
      a
      Restaurant. Prior to such disclosure of any Confidential Information, each
      such
      employee shall (i) be advised by Employee of the confidential and proprietary
      nature of the Confidential Information and (ii) agree to be bound by the terms
      and conditions of this Agreement.





5. In
      the
      event Employee receives notice of any request, demand, or order to transfer
      or
      disclose all or any portion of the Confidential Information, Employee shall
      immediately notify Franchisee thereof, and shall fully cooperate with and assist
      Friday’s in prohibiting or denying any such transfer or disclosure. Should such
      transfer or disclosure be required by a valid, final, non-appealable court
      order, Employee shall fully cooperate with and assist Friday’s in protecting the
      confidentiality of the Confidential Information to the maximum extent permitted
      by law.





6. Immediately
      upon Friday’s request, upon Employee’s termination of employment with
      Franchisee, or upon the conclusion of the use for which any Confidential
      Information was furnished, Employee shall return the Confidential Information
      including, without limitation, that portion of the Confidential Information
      which consists of analyses, compilations, studies or other documents containing
      or referring to any part of the Confidential Information, and any copies
      thereof, to Franchisee or Friday’s.





7. In
      order
      to protect the goodwill and unique qualities of the System and the
      confidentiality and value of the Confidential Information, and in consideration
      of the disclosure to Employee of the Confidential Information, Employee
      covenants that, during the period of his employment by Franchisee and for a
      period of one (1) year following termination of such employment, Employee shall
      not, directly or indirectly:





A.  employ
      or
      seek to employ any person (or induce such person to leave his or her employment)
      who is, or has within one (1) year been, employed (i) by Friday’s or Franchisee;
      (ii) by any developer or franchisee of Friday’s; or (iii) in any other concept
      or system owned, operated or franchised by an Affiliate, as a director, officer
      or in any managerial capacity;





B.  own,
      maintain, operate or have any interest in any Competing Business;





C.  own,
      maintain, operate or have any interest in any Competing Business which business
      is, or is intended to be, located in the county in which the Restaurant is
      located; or





D.  own,
      maintain, operate or have any interest in any Competing Business which business
      is, or is intended to be, located within a radius of three (3) miles of any
      restaurant which is a part of any concept or system owned, operated or
      franchised by Friday’s or any Affiliate.





8. In
      connection with the enforcement of rights and remedies under this Agreement,
      any
      court of competent jurisdiction selected by Franchisee or Friday’s shall have
      personal jurisdiction over Employee, to which jurisdiction Employee irrevocably
      consents. **THE
      PARTIES AGREE THAT TO THE EXTENT THE LAW OF THE STATE OF TEXAS IS HELD
      ENFORCEABLE, TEXAS LAW SHALL APPLY TO THE INTERPRETATION AND CONSTRUCTION OF
      THIS AGREEMENT (EXCEPT FOR TEXAS CHOICE OF LAW RULES) AND SHALL GOVERN ALL
      QUESTIONS WHICH ARISE WITH REFERENCE HERETO.**


2


9.  A.  Employee
      acknowledges and agrees that (i) Friday’s is a third party beneficiary to this
      Agreement and (ii) Friday’s exercise of the rights and remedies set forth herein
      is reasonable.





B.  Franchisee
      or Friday’s may, in addition to pursuing any other remedies, specifically
      enforce such obligations and covenants or obtain injunctive or other equitable
      relief in connection with the violation or anticipated violation of such
      obligations and covenants without the necessity of showing (i) actual or
      threatened harm; (ii) the inadequacy of damages as a remedy; or (iii) likelihood
      of success on the merits, and without being required to furnish bond or other
      security. Nothing in this Agreement shall impair Franchisee’s or Friday’s right
      to obtain equitable relief.





C.  With
      respect to Employee’s breach of the covenants contained in Section 7.A hereof,
      the affected former employer shall be compensated by Employee for the reasonable
      costs and expenses incurred by such employer in connection with training such
      employee. Franchisee and Employee acknowledge that such expenses are impossible
      to accurately quantify and agree that, as liquidated damages and not as a
      penalty, an amount equal to such employee’s annual rate of compensation in the
      final twelve (12) months of employment (or an annualized rate if employed for
      a
      shorter period) by such former employer shall be paid by Employee to the former
      employer at such time as such employee commences employment.





10.  Should
      any term, covenant or provision hereof, or the application thereof, be
      determined by a valid, final, non-appealable order to be invalid or
      unenforceable, the remaining terms, covenants or provisions hereof shall
      continue in full force and effect without regard to the invalid or unenforceable
      provision. In such event, such term, covenant or provision shall be deemed
      modified to impose the maximum duty permitted by law and such term, covenant
      or
      provision shall be valid and enforceable in such modified form as if separately
      stated in and made a part of this Agreement.





11.  Any
      of
      Employee’s agreements, obligations or covenants which contemplate performance
      thereof after the termination or expiration of this Agreement shall survive
      such
      termination or expiration.





IN
      WITNESS WHEREOF, this Agreement has been executed by the parties on the dates
      indicated below.




**EMPLOYEE**
              
              **MAIN
                  ST. CALIFORNIA, INC.**By:Name:
              
              
              Name:Date:
              
              
              Title:Date:


3


**Annex
      A to Covenant and Agreement for Confidentiality**





Affiliate -
      Carlson Restaurants Worldwide Inc., or any subsidiary thereof or any subsidiary
      of TGI Friday’s Inc.





Commencement
      Date -
      _____________, _____.





Competing
      Business - a
      restaurant business or bar/restaurant offering the same or similar products
      and
      services as offered by restaurants in the System or restaurants in any other
      concept or system owned, operated or franchised by Friday’s or any Affiliate,
      including, without limitation, waiter/waitress service, sit-down dining and
      bar
      services.





Confidential
      Information - the
      System, the Development Manual, the Manuals, other manuals, the Standards,
      written directives and all drawings, equipment, recipes, computer and point
      of
      sale programs (and output from such programs); and any other information,
      know-how, techniques, material and data imparted or made available by Friday’s
      which is (i) designated as confidential; (ii) known by Franchisee or Employee
      to
      be considered confidential by Friday’s; or (iii) by its nature herein or
      reasonably considered confidential.





Development
      Manual -
      Friday’s manual, as amended from time to time, describing (generally) the
      procedures and parameters required for the development of T.G.I.
      Friday’s ® Restaurants.





Indemnitees -
      Friday’s, its directors, officers, employees, agents, shareholders, affiliates,
      successors and assigns and the respective directors, officers, employees,
      agents, shareholders and affiliates of each.





Manuals -
      Friday’s confidential operating manuals, as amended from time to time by
      Friday’s, which contain the instructions, requirements, Standards,
      specifications, methods and procedures for the operation of the Restaurant
      including (i) those relating to the selection, purchase, service and sale of
      all
      products being sold at the Restaurant; (ii) those relating to the maintenance
      and repair of the Restaurant, buildings, grounds, equipment, signs, interior
      and
      exterior decor items, fixtures and furnishings; and (iii) those relating to
      employee apparel and dress, accounting, bookkeeping, record retention and other
      business systems, procedures and operations.





Proprietary
      Marks -
      certain trademarks, trade names, service marks, emblems and indicia of origin
      designated by Friday’s from time to time in connection with the operation of
      Restaurants pursuant to the System in the Territory, including, without
      limitation, “ **T.G.I.
      Friday’s** **®** ”,
      “ **Friday’s** **®** ”
and
      “ **The
      American Bistro** **®** ”.





Restaurant - a
      T.G.I. Friday’s ® Restaurant developed and operated pursuant to the Franchise
      Agreement.





Standards - the
      standards and specifications, as amended from time to time by Friday’s,
      contained in, and being a part of, the Confidential Information pursuant to
      which Franchisee shall develop and operate Restaurants in the
      Territory.





System - a
      unique, proprietary system developed and owned by Friday’s (which may be
      modified or further developed from time to time by Friday’s) for the
      establishment and operation of full-service restaurants under the Proprietary
      Marks, which includes, without limitation, a distinctive image consisting of
      exterior and interior design, decor, color scheme and furnishings; special
      recipes, menu items and full service bar; employee uniform standards, products,
      services and specifications; procedures with respect to operations and inventory
      and management control; training and assistance; and advertising and promotional
      programs.


1


Term - the
      duration of the Franchise Agreement commencing on the Commencement Date and
      continuing until _______________, 20___, unless sooner terminated.





TGIFM - TGI
      Friday’s of Minnesota, Inc., a Minnesota corporation and a subsidiary of
      Friday’s.





T.G.I.
      Friday’s ® Restaurants -
      restaurants operated in accordance with the System under the Proprietary
      Marks.


2


**EXHIBIT
      A TO FRANCHISE AGREEMENT**





**COMMENCEMENT
      DATE AGREEMENT**








This
      Commencement Date Agreement (“Agreement”) is entered into this ____ day of
      _______________, _____, by and between TGI Friday’s Inc. (“Friday’s”) and Main
      St.
      California, Inc. (“Franchisee”).





Whereas,
      Friday’s and Franchisee have entered into a Franchise Agreement dated
      ________________, _____ (“Franchise Agreement”) relating to the operation of a
      T.G.I. Friday’s ® Restaurant; and





Whereas,
      Friday’s and Franchisee desire to supplement the Franchise Agreement as
      hereinafter set forth;





NOW,
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      Friday’s and Franchisee agree as follows:





1. The
      Commencement Date of the term of the Franchise Agreement is
      _____________________.





2. The
      term
      of the Franchise Agreement shall expire on  ,
      unless
      sooner terminated as therein provided.





3. The
      street address of the Restaurant is  .





4. This
      Agreement shall not amend or otherwise modify the terms and conditions of the
      Franchise Agreement or the interpretation of the rights and duties of Friday’s
      and Franchisee thereunder. Except as otherwise defined herein, the words and
      phrases used in this agreement as defined terms shall have the meanings
      attributed to them in the Franchise Agreement.





IN
      WITNESS WHEREOF, Friday’s and Franchisee have caused this Commencement Date
      Agreement to be executed as of the day and year first above
      written.




**TGI
                  FRIDAY’S INC.**
              
              **MAIN
                  ST. CALIFORNIA, INC.**By:
              
              
              By:Name:
              
              
              Name:Title:
              
              
              Title:


1


**EXHIBIT
      B TO FRANCHISE AGREEMENT**





**GUARANTY
      AGREEMENT**








THIS
      GUARANTY AGREEMENT (the “Guaranty”) is made as of the ____ day of
      ________________________, _____, by the undersigned (hereinafter referred to
      individually and collectively as “Guarantors” whether one or more) in favor of
      TGI Friday’s Inc., a New York corporation (“Friday’s”).





WHEREAS,
      Friday’s, Main St. California, Inc., and certain other individuals and/or
      entities entered into that certain Franchise Agreement dated __________________,
      _____ (the “Franchise Agreement”) regarding the construction and operation of a
      T.G.I. Friday’s ® Restaurant at ________________________ (the “Restaurant”);





WHEREAS,
      as an inducement to Friday’s to enter into the Franchise Agreement, the
      undersigned Guarantor has agreed to make and deliver this Guaranty to
      Friday’s.





NOW
      THEREFORE, FOR VALUE RECEIVED, Guarantors, jointly and severally, if more than
      one, hereby acknowledge and agree as follows:





1.  Each
      has
      read the terms and conditions of this Guaranty and of the Franchise
      Agreement.





2.  Each
      is a
“Principal” as defined in the Franchise Agreement.





3.  Each
      reaffirms all of the representations, warranties, covenants and agreements
      of
      the Franchisee (including liability to make Payments) and Principals set forth
      in the Franchise Agreement (including, without limitation, the covenants and
      agreements concerning Transfer, non-competition and maintenance of Confidential
      Information) and is obligated to perform thereunder.





4.  Each
      acknowledges that Friday’s may, without notice to Guarantors and without
      affecting the obligations of any of the Guarantors under this Guaranty, waive,
      renew, extend, modify, amend or release any indebtedness or obligation of
      Franchisee, or settle, adjust, or compromise any claims against
      Franchisee;





5.  Each
      waives all demands and notices of every kind with respect to this Guaranty,
      including, without limitation, notice of presentment, demand for payment or
      performance by Franchisee, notice of any default by Franchisee or any Guarantor,
      and any release of any Guarantor or other security for the Franchise Agreement
      or the obligations of Franchisee. Friday’s may pursue its rights against
      Guarantors without first exhausting its remedies against Franchisee and without
      joining any other Guarantor hereto, and no delay on the part of Friday’s in the
      exercise of any right or remedy shall operate as a waiver of such right or
      remedy;





6.  Each
      individually, jointly and severally, irrevocably and unconditionally guarantees
      that all of Franchisee’s obligations under the terms and conditions of the
      Franchise Agreement will be timely paid and performed;





7.  Each
      has
      derived and expects to derive financial or other benefit, directly or
      indirectly, from the Franchise Agreement and the transaction described
      therein;


1


8.  Each
      acknowledges that its execution of the Franchise Agreement, and its undertakings
      and agreements herein, have induced Friday’s to enter into the transactions
      described in, and to execute, the Franchise Agreement.





9.  Each
      consents to and shall be bound by any amendment of the Franchise Agreement
      made
      by Friday’s and Franchisee pursuant to the terms thereof.








GUARANTOR





MAIN
      STREET RESTAURANT GROUP, INC.




By:Name:Title:




2


**EXHIBIT
      C TO FRANCHISE AGREEMENT**





**DESCRIPTION
      OF RESTRICTED AREA**








A
      three
      (3) mile radius surrounding the T.G.I. Friday’s restaurant located at
      _______________________.






1