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                                                                   Exhibit 10.26

                                    AGREEMENT

AGREEMENT made this 15th day of July, 1998, between RED ROBIN, INTERNATIONAL,
with its principal office at 5575 DTC Parkway, Suite 110, Englewood, Colorado,
hereinafter referred to as the "Client" and MCCLAIN FINLON ADVERTISING, INC.,
with its principal office at 1440 Blake Street, Denver, Colorado, hereinafter
referred to as the "Agency."

The Client wishes to engage the services of the Agency to advertise and promote
the Client, its products and services to the public.

     IT IS THEREFORE AGREED as follows:

1. Engagement and Authorization of the Agency. The Agency is hereby engaged and
   ------------------------------------------
authorized as Agency of record for the Client, to create and carry out
advertising and promotional programs on behalf of the Client, and in that regard
to enter into contracts with third parties on behalf of the Client, but only
with the express prior authorization of Client.

2. Scope of Agency's Services. The Agency shall act as the Client's advertising
   --------------------------
representative and perform all of the following services to the extent necessary
to meet the Client's need.

     a)   Study and analyze the Client's business and products or services and
          survey the market therefor;

     b)   Develop an advertising program designed to meet the Client's needs and
          budgetary limitations;

     c)   Counsel the Client on its overall marketing program and make plans for
          a comprehensive program;

     d)   Determine and analyze the effect of the advertising used;

     e)   Plan, create, write and prepare layouts, copy and produce finished
          materials for advertisement and printed collateral of all types;

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     f)   Provide, negotiate, arrange, and contract for any special talent
          required and for photography, models, special effects, layouts and
          artwork, and for printing, including any required engraving,
          electrotypes, typography, and any other necessary technical materials
          for use in the advertising program at the most favorable rates and
          terms available under the circumstances.

3. Media. In addition to the aforementioned services, the Agency shall provide
   -----
media coordination services which include:

     a)   Analyze all advertising media and select those which are most suitable
          for use by the Client;

     b)   Make contracts with the advertising media for space or time and with
          others to carry out the advertising program and obtain the most
          favorable terms and rates available under the circumstances;

     c)   Check and follow up on all contracts with the various media for proper
          performance in the best interests of the Client, including the
          appearance, accuracy, date, time, position, size, extent, site,
          workmanship and mechanical production, as appropriate to the
          advertisements used;

     d)   Make timely payments to all persons or firms supplying goods or
          services in connection with the advertising program;

     e)   Advise and bill the Client for all remittances made by the Agency for
          the Client's account and maintain complete and accurate books and
          records in this regard.

In the event the Client, after having approved any planned advertising, cancels
all or any part thereof, the Client shall pay for all costs incurred therefore
to the date of cancellation and any unavoidable costs incurred thereafter,
including any non-cancelable commitments for time or space.

4. Compensation. On the first day of each month during the period of July 15,
   ------------
1998, through July 14, 1999, Client will pay Agency a fee of $36,571 per month
for the account, creative and media services to be performed that month. July
1998 and 1999 will be billed on a pro rata basis. The fee is based on an
estimate of service according to staffing charts in Addendum A. Staffing will be
reviewed on or before December 31, 1998. With mutual agreement the retainer may
be adjusted to compensate for staffing changes for the

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period January 1, 1999 through December 31, 1999. The Agency agrees to a time
investment of $35,000 in interim planning, brand and growth planning and
creative services beginning June 1, 1998 through July 1, 1999.

5. Special Services.
   ----------------

Creative Services: The Agency will charge prevailing rates for the following:
               Comprehensive layouts
               Typography
               Type Specification
               Storyboards
               Radio scripts
               Final comprehensive layouts
               Scans/stats
               Color copies/computer outputs

6. Advertising Expenses and Travel.
   -------------------------------

     a)   Expenses - The Client shall reimburse the Agency for its net costs of
          --------
          copies, faxes, mailing, packaging, shipping, taxes and duties, and
          telephone calls, as well as mileage at a rate of $.31 per mile
          incurred by the Agency in connection with the performance of this
          Agreement.

     b)   Travel - The Client shall reimburse all of the Agency's net costs for
          ------
          any necessary traveling done on behalf of the Client. Such travel
          shall be subject to the prior approval of the Client.

7. Budget. The Client designates Doug Watson, Marketing Director, as primary
   ------
contact person for budget approval within its organization. Doug Watson is
authorized to deal with the Agency and to communicate with the Agency on behalf
of the Client.

8. Prior Approval of Client. The Agency shall not incur any obligations with
   ------------------------
third parties for the Client's account without first obtaining approval from the
Client. The Agency will provide written estimates for Client approval. The
Agency shall not be responsible for missed deadlines, closing dates, or
insertions caused by the delay of the Client in approving the advertising
proposal.

9. Accounts and Payment.
   --------------------

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     a)   Advance Payments - At the time of approval of advertising and
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          promotions projects, the Client shall receive an invoice and pay the
          Agency fifty percent (50%) of all fees and charges for authorized work
          as an advance payment against such fees and charges. Agency will
          deduct such advance payments from final billing on projects.

     b)   Agency Billing - On the 15th and at the end of each month this
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          Agreement remains in force, the Agency shall render a statement of
          account to the Client, which shall include all Agency charges for
          services, costs and expenses incurred hereunder. Client shall remit
          such charges to the Agency within thirty (30) days of invoice date.

     c)   Media Insertion Costs - In addition to the foregoing, the Agency will
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          bill the Client for media insertion costs upon issuance of the
          insertion order. The Client shall remit such media insertion costs to
          the Agency within thirty (30) days of receipt or prior to the
          non-cancellation date of the insertion, whichever comes first.

     d)   Printing Costs - In addition to the foregoing, the Client will pay
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          fifty percent (50%) of printing costs in advance of the Agency's
          commitment for the same and the balance upon completion of the
          printing job.

     e)   Due Dates - The Client shall pay bills within thirty (30) days of the
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          date thereof.

     f)   Late Charges - Bills not paid on or before the due dates shall be
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          considered delinquent and shall be subject to a late charge of one and
          one-half percent (1.5%) per month of the unpaid balance.

     g)   Buy-Outs - The Agency will act on behalf of the Client to negotiate
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          appropriate "buy-outs" on photography and illustration, unless
          otherwise instructed by the Client. The Agency will advise and bill
          the Client for all remittances made by the Agency for the Client's
          account.

10. Indemnification.
    ---------------

     a)   Agency will use due care and will exercise its best judgment in
          preparing advertising and other services under this Agreement so as to
          avoid any

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          claims, proceedings or suits being instituted against Agency and/or
          the Client.

     b)   Agency will defend, indemnify and hold the Client and its affiliated
          entities, their officers and employees, and their successors and
          assigns, harmless from all claims, suits, losses, damages, expenses
          and costs, including court costs and reasonable attorney's fees,
          resulting from claims arising from the use, publication or
          broadcasting of any advertising materials prepared by Agency for the
          Client, provided that the Agency shall not be obligated to indemnify
          the Client for any such losses or claims to the extent relating to the
          negligence of the Client. Except as hereinafter provided, this
          indemnification shall not be diminished by reason of the Client's
          contribution to or approval of the material. This indemnification
          obligation of Agency shall survive the termination or expiration of
          this Agreement.

     c)   Where Agency has relied on facts or information supplied by the Client
          in support of any representation made in any commercial or other
          advertisement or where the Client has modified any advertising
          material prepared by Agency, the Client represents and warrants that
          it shall be solely responsible for the accuracy, completeness, and
          propriety of all information concerning its organization, services,
          products and competitors' products and services which the Client
          provides or makes available to the Agency in connection with the
          performance of Agency's services to the Client. The Client will
          indemnify and hold Agency, Agency's officers and employees harmless
          against any claim, suit, damages, losses, expenses and costs
          (including court costs and attorney's fees) resulting from the
          representation or modification, provided that Client shall not be
          obligated to indemnify Agency for any such losses or claims to the
          extent relating to the negligence of Agency, and further provided that
          the Client is given prompt written notice by Agency of the claim or
          suit for damages and further provided that the Client is given full
          control of the defense of the claim or suit, including any settlement
          thereof, and the full and complete cooperation of Agency in the
          defense thereof. This indemnification obligation of Client shall
          survive the termination or expiration of this Agreement.

     d)   Agency will maintain at all times during the term of this Agreement a
          policy of advertising liability insurance with a reputable insurance
          company. This policy will have limits of not less than One Million
          ($1,000,000) Dollars and will cover at a minimum the hazards of libel,
          slander, defamation,

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          copyright infringement, trademark infringement, invasion of privacy,
          piracy and plagiarism. Agency will provide at Client's request
          certificates of insurance evidencing such insurance coverage and
          providing that Client is listed as an additional named insured on such
          insurance policy.

11. Duration and Termination
    ------------------------

     a)   Duration - This Agreement shall become effective on the date first set
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          forth above and shall continue in force for a period of one year from
          that date, unless sooner terminated or modified as provided herein.

     b)   Termination, Work in Progress - Either party may terminate this
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          Agreement by giving the other party ninety (90) days written notice
          prior to the effective date of termination. During the 90 day
          termination period, the standard monthly fee will continue, except as
          defined in section 11 (a). Upon receipt of written notice of
          termination, the Agency shall not commence work on any new
          advertisements without written instructions to do so from the Client,
          but, unless notified in writing to the contrary, it shall complete and
          place all advertisements previously approved by the Client. All other
          rights and duties of the parties shall continue during such notice
          period and the Client shall be responsible for the payment of any
          contract obligation owing to third parties during this period. If
          either the Client or Agency desires to terminate all work in progress
          on advertisements commenced before receipt of notice of termination,
          it may do so only upon the parties' mutual written consent and the
          determination and payment of the compensation to be received by the
          Agency for partially completed work.

     c)   Assignment Upon Termination - Upon termination of this Agreement and
          ---------------------------
          final payment of all outstanding invoices from the Agency, the Agency
          shall assign to the Client all of its rights in contracts, agreements,
          arrangements, or other transactions made with third parties for the
          Client's account, effective on the date of termination or on such
          other date as may be agreed upon by the parties; and the Client shall
          assume all obligations and hold the Agency harmless from all liability
          thereunder. In the event any contract is non-assignable and consent to
          assignment is refused, or the Agency cannot obtain a release from its
          obligations, the Agency shall continue performance, and the Client
          shall meet its obligations, as to the unassigned

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          or unreleased contracts only, to the Agency, as though this agreement
          had not been terminated.

     d)   Termination Billings - Upon termination of the Agreement, the Agency
          --------------------
          shall bill the Client for all amounts not previously billed but
          authorized by the Client and due the Agency at that time. The Agency
          shall not be entitled to payment for any work commenced after the date
          notice of termination was given or received by the Agency without the
          written consent of the Client. The Agency shall, however, be entitled
          to payment for services commenced and approved for placement in a
          specific media by the Client prior to receipt of the notice, or, with
          the express written consent of the Client prior to receipt of the
          notice, or, with the express written consent of the Client prior to
          the effective date of termination.

12. Ownership of Materials and Marks.
    ---------------------------------

Ownership of Materials and Marks.
---------------------------------

     a)   All materials, artwork, photographs, research studies, commercials,
          slogans, musical themes and other creative ideas and materials of any
          nature that are created or produced and paid for by the Client any
          time, prior to or after execution of this Agreement, including drafts
          and intermediate editions which are retained by Agency, shall be the
          sole and exclusive property of the Client. Agency hereby assigns to
          the Client any and all right, title and interest it may have of claim
          to said materials.

          Certain materials provided to the Agency by outside suppliers remain
          the property of that supplier in accordance with general trade
          practices. Such materials would include, but not be limited to,
          printing plates, negatives, film and tape masters or originals, and
          engraving.

     b)   However, at termination, any unused or unpublished advertising created
          by the Agency shall remain the property of the Agency, regardless of
          whether or not the physical embodiment of the creative work is in the
          Client's possession in the form of copy, art work, plates, film, or
          video tape, for example, unless it has been paid for by the Client.

     c)   Agency shall return all creative materials, artwork, photographs,
          video, research, copy, media affidavits, invoice ad slicks and other
          items retained

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          by Agency and which are paid for by the Client (whether created prior
          to or after the execution of this Agreement) to the Client or to its
          designee within ten (10) days of the Client's written request if the
          account is in good standing or within thirty (30) days from the
          termination of this Agreement and settlement of all outstanding
          invoices.

     d)   Agency shall notify the Client upon receipt of any request for the
          information or materials specified in this paragraph whether or not
          such request is made pursuant to legal, judicial, governmental or
          administrative motion or process.

     e)   Obsolete Materials - When the Agency shall determine that artwork,
          ------------------
          electrotypes, engraving, photographs, manuscripts, and any other
          similar items are of no further use in carrying out this Agreement,
          the Agency shall notify the Client in writing and shall clearly
          describe the particular item or items. The Client shall then notify
          the Agency in writing of the disposition the Client desires with
          respect to such items. All production, shipping and transportation
          costs shall be borne by the Client, and the Agency shall not be
          obligated to store the material at its expense except for a period not
          exceeding ninety (90) days after notice has been given. These
          provisions shall apply whether the items in question are in the
          possession of the Agency or third parties. In the event that the
          Client shall fail to respond to the Agency's notice within ninety (90)
          days, the Agency shall have the option of destroying same, or, of
          storing such items in public storage facilities in the name of the
          Client and at the Client's expense and risk. In such event, the Agency
          shall notify the Client in writing of such storage and give the Client
          the necessary particulars.

13. Assignment and Delegation. Neither party may assign any rights nor delegate
    -------------------------
any duties hereunder without the express prior written consent of the other.

14. Modification. This writing contains the entire Agreement of the parties. No
    ------------
representations were made or relied upon by either party, other than those that
are expressly set forth. No agent, employee, or other representative of either
party is empowered to alter any of the terms of this Agreement, unless done in
writing and signed by an executive officer of the respective parties.

15. Controlling Law. The validity, interpretation, and performance of this
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Agreement shall be controlled by and construed under the laws of the State of
Colorado.

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16. Waiver. The failure of either party to this Agreement to object to or to
    ------
take affirmative action with respect to any conduct of the other which is in
violation of the terms of this Agreement, shall not be construed as a waiver of
the violation or breach, or of any future violation, breach or wrongful conduct.

17. Notices. All notices pertaining to this Agreement required to be in writing
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shall be transmitted either by personal hand delivery or through the United
States Post Office, addressed to:

a)   McClain Finlon Advertising, Inc.
     1440 Blake Street
     Denver, CO 80202
     With copy to: Cathey M. Finlon, Chairman and CEO

b)   Red Robin International
     5575 DTC Parkway, Suite 110
     Englewood, CO  80111
     With copy to:  Doug Watson, Marketing Director

     The addresses set forth above for the respective parties shall be the place
where notices shall be sent, unless written notice of a change of address is
given.

18. Captions. The captions used herein are for convenience only and do not limit
    --------
or amplify the provisions hereof.

19. Confidentiality. All knowledge and information not available to the public
    ---------------
which the Agency may acquire with respect to Client's trade secrets, marketing
plans, and other confidential matters of Client (collectively, the
"Information") shall be held in confidence by the Agency, and the Agency shall
not, so long as the Information remains confidential, directly or indirectly,
disclose any Information to any person or entity without Client's prior written
permission, or use any Information for any purpose except as the Agency's duties
under this Agreement may require. The Agency shall protect the Information
(whether in writing or verbally given) by using the same degree of care, but no
less than a reasonable degree of care, to prevent the unauthorized use, or
dissemination of the Information as the Agency uses to protect its own
confidential information of a like nature.

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Upon termination of this Agreement, or upon request from the Client, Agency
agrees to return promptly all Information and copies thereof to the Client and
not to use the Information as the basis of future client services, research and
development efforts or otherwise.

Provided Agency immediately informs Client in writing, this Agreement imposes no
obligation upon the Agency with respect to Information which (a) was in the
Agency's possession before receipt from the Client; (b) is or becomes a matter
of public knowledge through no fault of the Agency; (c) is rightfully received
by the Agency from a third party without a duty of confidentiality; (d) is
disclosed by the Client to a third party without a duty of confidentiality on
the third party; (e) was independently developed by the Agency prior to the
Client; (f) is disclosed under operation of law; or (g) is disclosed by the
Agency with the Client's prior written approval.

The Agency agrees not to grant access to the Information, in whole or in part,
to any employee of the Agency, unless the employee has a need for such access.

                  EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN.

RED ROBIN INTERNATIONAL                         MCCLAIN FINLON ADVERTISING, INC.


By: /s/ Jim McCloskey                           By:  /s/ Cathey McClain Finlon
   --------------------------                       ----------------------------
Jim McCloskey                                   Cathey McClain Finlon
Chief Financial Officer                         Chairman and CEO

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January 28, 1999

Mr. Jim McCloskey
Chief Financial Officer
Red Robin International
5575 DTC Parkway, Suite 110
Englewood, CO  80111

Dear Jim:

Red Robin International and McClain Finlon Advertising, Inc., agree to add the
following to paragraph 4, Compensation, of the Agreement made on the 15th day of
July 1998:

Compensation. With mutual agreement the retainer has been adjusted to $58,358
------------
per month for the period January 1, 1999 through December 31, 1999.

                   EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN

RED ROBIN INTERNATIONAL                         MCCLAIN FINLON ADVERTSING, INC.


By: /s/ Jim McCloskey                       By: /s/ Cathey McClain Finlon
   --------------------------                  ---------------------------------
     Jim McCloskey                               Cathey McClain Finlon
     Chief Financial Officer                     Chairman and CEO

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                                    Addendum

Addendum to Agreement made July 15th, 1998 between McClain Finlon Advertising,
Inc., and Red Robin International.

Substitute for Paragraph 4. Compensation.

     Compensation. With mutual agreement, the retainer has been adjusted to
     ------------
$92,208 per month for the period January 1, 2000 through June 30, 2000 and
$88,958 per month for July 1, 2000 through December 31, 2000. This supercedes
the retainer specified in the letter agreement dated January 28, 1999.

                   EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN

RED ROBIN INTERNATIONAL                         MCCLAIN FINLON ADVERTISING, INC.


By: /s/ Neil Culbertson                     By: /s/ Cathey M. Finlon
   -----------------------------               ---------------------------------
     Neil Culbertson                             Cathey M. Finlon
     Vice President of Marketing                 Chairman and CEO

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                                    Addendum
                              Dated: April 5, 2001

Addendum to Agreement made July 15th, 1998 between McClain Finlon Advertising,
Inc., and Red Robin International.

Substitute for Paragraph 4. Compensation.

Compensation. With mutual agreement, the retainer has been adjusted to $96,069
-------------
per month for the period January 1, 2001 through December 31, 2001. This
supercedes the retainer specified in the letter agreement for the 2000 contract
period. The retainer does not include interactive services. Interactive services
will be considered out of scope work at standard agency rates.

Advertising Expenses and Travel
-------------------------------
     a) Expenses. The Client shall reimburse the Agency for its net costs of
        ---------
mailing, copying, packaging, shipping, taxes and duties, and telephone calls, as
well as mileage (at the IRS standard mileage rate) incurred by the Agency in
connection with the performance of this Agreement.

                   EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN

RED ROBIN INTERNATIONAL                         MCCLAIN FINLON ADVERTISING, INC.


By: /s/ Neil Culbertson                     By: /s/ Cathey M. Finlon
   -----------------------------               ---------------------------------
     Neil Culbertson                             Cathey M. Finlon
     Vice President of Marketing                 Chairman and CEO

Date:   5/8/01                              Date:  4/30/01
      --------------------------                  ------------------------------

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