EXHIBIT 10.12



                              Buffalo Wild Wings(R)


                           Area Development Agreement


                                     Between


                     Buffalo Wild Wings International, Inc.
                          1600 Utica Avenue, Suite 700
                              Minneapolis, MN 55416


                                       And



                                 Effective Date:



                             -----------------------
                             (To be completed by Us)


<PAGE>


                                TABLE OF CONTENTS
                                -----------------

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

RECITALS 2

1.   DEFINITIONS..........................................................2

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

3.   DEVELOPMENT FEE......................................................2

4.   DEVELOPMENT SCHEDULE.................................................2

5.   TERM2

6.   YOUR DUTIES..........................................................2

7.   DEFAULT AND TERMINATION..............................................2

8.   RIGHTS AND DUTIES OF PARTIES UPON TERMINATION OR EXPIRATION..........2

9.   TRANSFER.............................................................2

10.  MISCELLANEOUS........................................................2


APPENDICES
----------

A.       DEVELOPMENT TERRITORY
B.       DEVELOPMENT SCHEDULE


<PAGE>


                              BUFFALO WILD WINGS(R)
                           AREA DEVELOPMENT AGREEMENT

     This Area  Development  Agreement  is made this ____ day of , 2005  between
BUFFALO WILD WINGS  INTERNATIONAL,  INC., an Ohio corporation with its principal
business located at 1600 Utica Avenue South, Suite 700,  Minneapolis,  Minnesota
55426 ("we" or "us") and , a(n) .........  whose principal  business  address is
("developer"  or "you").  If the  developer  is a  corporation,  partnership  or
limited  liability  company,  certain  provisions of the Agreement also apply to
your owners and will be noted.

                                    RECITALS

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

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

     C.   Our parent company owns the BUFFALO WILD WINGS(R)  Trademark and other
trademarks  used in  connection  with the  Operation  of a  BUFFALO  WILD  WINGS
restaurant;

     D.   Our parent company has granted to us the right to sublicense the right
to develop and operate BUFFALO WILD WINGS restaurants;

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

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

                                   DEFINITIONS

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

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

          B.   "Principal  Owner"  means any person who  directly or  indirectly
     owns a 10% or greater  interest in the  developer  when the  developer is a
     corporation, limited liability company, a partnership, or a similar entity.
     However,  if we are entering into this Agreement totally or partially based
     on  the  financial   qualifications,   experience,   skills  or  managerial
     qualifications of any person or entity who directly or indirectly owns less
     than a 10% interest in the  developer,  we have the right to designate that
     person  or  entity  as a  Principal  Owner  for  all  purposes  under  this
     Agreement,  including,  but not limited to, the  execution  of the personal
     guaranty referenced in Section 10.J below. In addition, if the developer is
     a  partnership  entity,  then each  general  partner is a Principal  Owner,
     regardless of the percentage ownership interest. If the developer is one or


                                       1

<PAGE>


     more  individuals,  each  individual is a Principal Owner of the developer.
     You must have at least one Principal Owner.

          C.   "Restaurants"  means  the  BUFFALO  WILD  WINGS  Restaurants  you
     develop and operate pursuant to this Agreement.

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

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

                           GRANT OF DEVELOPMENT RIGHTS
                           ---------------------------

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

          A.   We  grant  to  you,  under  the  terms  and  conditions  of  this
     Agreement,  the right to develop and operate  _________  (___) BUFFALO WILD
     WINGS  Restaurants (the  "Restaurants")  within the territory  described on
     Appendix A ("Development Territory").

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

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


                                       2

<PAGE>


     final Franchise Agreement under the Development Schedule,  you must have an
     Authorized Location for your final Restaurant.

          D.   The rights  granted under this Agreement are limited to the right
     to develop and operate  Restaurants  located in the Development  Territory,
     and do not include (i) any right to sell products and Menu Items identified
     by the  Trademarks at any location or through any other channels or methods
     of  distribution,  including the internet (or any other  existing or future
     form  of  electronic  commerce),  other  than  at  Restaurants  within  the
     Development  Territory,  (ii) any  right to sell  products  and Menu  Items
     identified by the  Trademarks to any person or entity for resale or further
     distribution,  or (iii) any right to exclude,  control or impose conditions
     on our  development or operation of franchised,  company or affiliate owned
     restaurants  at any  time or at any  location  outside  of the  Development
     Territory.  You may not use any the words BUFFALO,  WILD or WINGS or any of
     the other Trademarks as part of the name of your corporation,  partnership,
     limited liability company or other similar entity.

          You acknowledge and agree that we and our affiliates have the right to
     operate and franchise others the right to operate  restaurants or any other
     business  within and outside the  Development  Territory  under  trademarks
     other than the BUFFALO WILD WINGS Trademarks,  without  compensation to any
     franchisee,  except that our operation of, or  association  or  affiliation
     with,  restaurants  (through  franchising or otherwise) in the  Development
     Territory  that compete with  BUFFALO WILD WINGS  restaurants  in the video
     entertainment  oriented,  fast casual  restaurant  segment  will only occur
     through  some form of merger or  acquisition  with an  existing  restaurant
     chain. Outside of the Development Territory, we and our affiliates have the
     right to grant other franchises or develop and operate company or affiliate
     owned BUFFALO WILD WINGS  restaurants  and offer,  sell or  distribute  any
     products  or  services  associated  with the System  (now or in the future)
     under the Trademarks or any other trademarks,  service marks or trade names
     or through any distribution  channel or method, all without compensation to
     any franchisee.

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

          You   acknowledge  and  agree  that  certain   locations   within  the
     Development  Territory are by their nature unique and separate in character
     from sites  generally  developed  as BUFFALO WILD WINGS  restaurants.  As a
     result,  you agree  that the  following  locations  ("Special  Sites")  are
     excluded from the Development  Territory and we have the right,  subject to
     our then-current  Special Sites Impact Policy, to develop or franchise such
     locations:  (1) military bases; (2) public transportation  facilities;  (3)
     sports  facilities,  including  race  tracks;  (4) student  unions or other


                                       3

<PAGE>


     similar  buildings on college or  university  campuses;  (5)  amusement and
     theme parks; and (6) community and special events.

          In addition,  you acknowledge and agree that, subject to your right of
     first refusal as set forth below,  we and our affiliates  have the right to
     operate  or  franchise  within  the  Development   Territory  one  or  more
     facilities selling, for dine in or take out, all or some of the Menu Items,
     using the Trademarks or any other trademarks, service marks or trade names,
     without  compensation  to any  franchisee,  provided,  however,  that  such
     facilities  shall not have an interior  area larger than 2,400  square feet
     and  shall not have  seating  capacity  for more  than 48 people  ("Limited
     Seating Facilities").  If we develop a model for a Limited Seating Facility
     and determine that your Development  Territory is an appropriate market for
     such  a  facility,  we  will  provide  to  you a  written  offer  ("Offer")
     specifying  the terms and  conditions  for your  development of the Limited
     Seating Facility. You will have 90 days following your receipt of the Offer
     to accept the Offer by delivering  written notice to us of your acceptance,
     provided  that you are not in  default  under this  Agreement  or any other
     Agreement with us or our  affiliates.  If you do not provide written notice
     to us within the time period or if you are in default under this  Agreement
     or any other agreement with us or our  affiliates,  you will lose the right
     to develop the Limited  Seating  Facility  and we may develop or  franchise
     others to develop  the Limited  Seating  Facility  within your  Development
     Territory.  You  acknowledge and agree that if you accept the Offer, we may
     require you to submit a full application, pay an initial fee and sign a new
     form of franchise agreement.

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

                                 DEVELOPMENT FEE
                                 ---------------

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

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

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

          B.   You must submit a separate  application for each Restaurant to be
     established by you within the Development Territory as further described in
     Section  4. Upon our  consent  to the site of your  Restaurant,  a separate
     Franchise  Agreement  must be executed for each such  Restaurant,  at which


                                       4

<PAGE>


     time the balance of the Initial  Franchise  Fee for that  Restaurant is due
     and owing. Such payment  represents the balance of the appropriate  Initial
     Franchise  Fee, as described  above in Section 3.A.  Upon the  execution of
     each  Franchise  Agreement,  the  terms  and  conditions  of the  Franchise
     Agreement control the establishment and operation of such Restaurant.

                              DEVELOPMENT SCHEDULE
                              --------------------

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

          A.   You  are  bound  by and  strictly  must  follow  the  Development
     Schedule. By the dates set forth under the Development  Schedule,  you must
     enter into Franchise  Agreements with us pursuant to this Agreement for the
     number of Restaurants  described under the Development  Schedule.  You also
     must comply with the Development  Schedule  requirements  regarding (i) the
     restaurant  type to be developed  and the opening date for each  Restaurant
     and (ii) the cumulative  number of Restaurants to be open and  continuously
     operating for business in the Development Territory.  If you fail to either
     execute a Franchise  Agreement  or to open a  Restaurant  according  to the
     dates  set  forth in the  Franchise  Agreement,  we have  the  right to (i)
     require  that you  hire a  franchise  development  expert  with  recognized
     experience in  developing  franchises in a similar line of business to ours
     or (ii)  immediately  terminate this Agreement  pursuant to Section 7.B. If
     you are developing 3 or more  restaurants  under this  Agreement,  you will
     have a "late opening  extension  right" of two weeks for each restaurant in
     which  we will  not  have  the  right  under  (i) or  (ii) in the  previous
     sentence. To take advantage of this late opening extension, you must make a
     request for the  extension  45 days prior to the opening  date set forth in
     the Franchise Agreement and have been in continuous  compliance  throughout
     the term of this Agreement.

          B.   You may not develop a Restaurant unless (i) at least 45 days, but
     no more  than 60  days,  prior to the  date  set  forth in the  Development
     Schedule  for the  execution  of each  Franchise  Agreement,  you send us a
     notice  (a)  requiring  that  we  send  you  our  then  current  disclosure
     documents,   (b)  confirming  your  intention  to  develop  the  particular
     Restaurant  and (c) sending us all  information  necessary  to complete the
     Franchise  Agreement  for the  particular  Restaurant  and  (ii) all of the
     following  conditions  have  been  met  (these  conditions  apply  to  each
     Restaurant to be developed in the Development Territory):

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

               2.   Our Consent to Proposed  Site.  You must receive our written
          consent to your proposed site. We agree not to  unreasonably  withhold
          consent to a proposed  site.  Prior to granting our consent to a site,
          you must have the site  evaluated by the  proprietary  site  evaluator
          software that has been developed by GeoVue,  Inc. You will pay GeoVue,
          Inc. an evaluation fee of $400 per site evaluated,  provided, that you
          must  purchase the rights to have at least 3 sites  evaluated,  unless
          you receive our prior approval to purchase less than 3 sites, based on
          the trade area.  In approving or  disapproving  any proposed  site, we
          will consider such matters as we deem material,  including demographic
          characteristics of the proposed site,  traffic patterns,  competition,
          the proximity to other  businesses,  the nature of other businesses in
          proximity to the site, and other commercial characteristics (including
          the purchase or lease  obligations for the proposed site) and the size


                                       5

<PAGE>


          of  premises,  appearance  and  other  physical  characteristics.  Our
          consent to a proposed site, however,  does not in any way constitute a
          guaranty by us as to the success of the Restaurant.

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

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

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

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

          C.   You  must  begin   substantial   construction   of  each  of  the
     Restaurants  at least  150 days  before  the  deadline  to open each of the
     Restaurants  if the  Restaurant  will be in a free standing  location or at
     least 120 days before the deadline to open the Restaurant if the Restaurant
     will be in a non-free  standing  location.  In  addition,  on or before the
     deadlines to start  construction  you must submit to us executed  copies of
     any loan  documents  and/or any other  document  that  proves that you have
     secured  adequate  financing to complete the construction of the Restaurant
     by the  date  you  are  obligated  to  have  that  Restaurant  open  and in
     operation.  In the  event  that  you  fail  to  comply  with  any of  these
     obligations,  we will have the right to terminate  this  Agreement  without
     opportunity to cure pursuant to subparagraph 7.B.

          D.   You   acknowledge   that  you  have   conducted  an   independent
     investigation of the prospects for the establishment of Restaurants  within
     the  Development  Territory,   and  recognize  that  the  business  venture
     contemplated  by this  Agreement  involves  business and economic risks and


                                       6

<PAGE>


     that your financial and business  success will be primarily  dependent upon
     the personal efforts of you and your management and employees. We expressly
     disclaim the making of, and you acknowledge that you have not received, any
     estimates,  projections,  warranties  or  guaranties,  express or  implied,
     regarding potential gross sales, profits, earnings or the financial success
     of the Restaurants you develop within the Development Territory.

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

                                      TERM
                                      ----

     5.   Unless  sooner  terminated  in  accordance  with  Section  7  of  this
Agreement  and subject to the terms  detailed in Section  2.C,  the term of this
Agreement  and all rights  granted to you will expire on the date that your last
BUFFALO WILD WINGS  Restaurant  is scheduled to be opened under the  Development
Schedule.

                                   YOUR DUTIES
                                   -----------

     6.   You must perform the following obligations:

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

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


                                       7

<PAGE>


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

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

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

                             DEFAULT AND TERMINATION
                             -----------------------

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

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

          B.   You will be deemed in default under this  Agreement if you breach
     any of the  terms of this  Agreement,  including  the  failure  to meet the
     Development  Schedule, or the terms of any Franchise Agreement or any other
     agreements  between you or your  affiliates and us or our  affiliates.  All
     rights granted in this Agreement  immediately terminate upon written notice
     without  opportunity  to cure if:  (i) you  become  insolvent,  commit  any
     affirmative  action  of  insolvency  or file  any  action  or  petition  of
     insolvency,  (ii) a receiver  (permanent  or temporary) of your property is
     appointed  by a court of  competent  authority,  (iii)  you make a  general
     assignment or other similar  arrangement for the benefit of your creditors,
     (iv) a final judgment  remains  unsatisfied of record for 30 days or longer
     (unless  supersedeas  bond is filed),  (v) execution is levied against your
     business or property,  (vi) suit to foreclose any lien or mortgage  against
     the  premises or  equipment  is  instituted  against you and not  dismissed
     within 30 days, or is not in the process of being dismissed, (vii) you fail
     to meet the development  obligations set forth in the Development  Schedule
     attached as Appendix B, (viii) failure to start substantial construction of
     any of the Restaurants by the date  established in Section 4.C (ix) failure
     to secure  financing for the  construction of any of the Restaurants by the
     date set forth in Section  4.C (x) you violate  the  provisions  of Section


                                       8

<PAGE>


     10.N;  (xi) you fail to comply with any other  provision of this  Agreement
     and do not correct the failure  within 30 days after written notice of that
     failure is delivered to you, or (xii) we have  delivered to you a notice of
     termination  of a  Franchise  Agreement  in  accordance  with its terms and
     conditions.

           RIGHTS AND DUTIES OF PARTIES UPON TERMINATION OR EXPIRATION
           -----------------------------------------------------------

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

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

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

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

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

          E.   You must within 30 days of the  termination or expiration pay all
     sums owing to us and our  affiliates,  including the balance of the Initial
     Franchise  Fees that we would have  received had you  developed  all of the
     Restaurants  set forth in the  Development  Schedule.  In  addition  to the
     Initial  Franchise Fees for  undeveloped  Restaurants,  you agree to pay as
     fair and  reasonable  liquidated  damages  (but not as a penalty) an amount
     equal to  $50,000  for each  undeveloped  Restaurant.  You agree  that this
     amount is for lost revenues from Royalty Fees and other amounts  payable to
     us,  including  the fact that you were holding the  development  rights for
     those Restaurants and precluding the development of certain  Restaurants in
     the Development Territory, and that it would be difficult to calculate with
     certainty  the  amount  of  damage  we  will  incur.  Notwithstanding  your
     agreement,  if a court  determines that this liquidated  damages payment is
     unenforceable,  then we may pursue all other available remedies,  including
     consequential damages.

          All unpaid  amounts will bear interest at the rate of 18% per annum or
     the maximum contract rate of interest permitted by governing law, whichever
     is less,  from and after the date of accrual.  In the event of  termination
     for any default by you, the sums due will include all damages,  costs,  and
     expenses, including reasonable attorneys' fees and expenses, incurred by us


                                       9

<PAGE>


     as a result of the default. You also must pay to us all damages,  costs and
     expenses,  including reasonable attorneys' fees and expenses, that we incur
     subsequent to the  termination or expiration of this Agreement in obtaining
     injunctive or other relief for the  enforcement  of any  provisions of this
     Agreement.

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

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

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

                                    TRANSFER
                                    --------

     9.   The following provisions govern any transfer:

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


                                       10

<PAGE>


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

                                  MISCELLANEOUS

     10.  The parties agree to the following provisions:

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

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

          C.   No waiver by us of any breach by you, nor any delay or failure by
     us to enforce any provision of this Agreement, may be deemed to be a waiver
     of any other or  subsequent  breach or be deemed an estoppel to enforce our
     rights  with  respect  to that or any  other  or  subsequent  breach.  This
     Agreement  may not be waived,  altered or  rescinded,  in whole or in part,
     except by a writing signed by you and us. This Agreement  together with the
     application form executed by you requesting us to enter into this Agreement
     constitute  the sole  agreement  between  the parties  with  respect to the
     entire subject matter of this Agreement and embody all prior agreements and
     negotiations  with respect to the business.  You acknowledge and agree that
     you have not received any warranty or guarantee,  express or implied, as to
     the potential  volume,  profits or success of your  business.  There are no
     representations  or warranties of any kind,  express or implied,  except as
     contained in this Agreement.

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


                                       11

<PAGE>


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

               2.   If intended for you, addressed to you at ; or,

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

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

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

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

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

               3.   Our  Reasonable  Business  Judgment.   Whenever  we  reserve
          discretion  in a  particular  area or where we agree to  exercise  our
          rights  reasonably or in good faith,  we will satisfy our  obligations
          whenever  we  exercise  Reasonable  Business  Judgment  in making  our
          decision or  exercising  our rights.  Our decisions or actions will be
          deemed to be the result of Reasonable Business Judgment, even if other
          reasonable or even arguably preferable  alternatives are available, if
          our decision or action is intended,  in whole or significant  part, to
          promote or benefit the System generally even if the decision or action
          also promotes our financial or other individual interest.  Examples of
          items  that will  promote  or  benefit  the  System  include,  without
          limitation,  enhancing the value of the Trademarks, improving customer
          service  and  satisfaction,   improving  product  quality,   improving
          uniformity,  enhancing or encouraging  modernization and improving the
          competitive position of the System.

          G.   Any cause of action, claim, suit or demand allegedly arising from
     or  related  to the  terms of this  Agreement  or the  relationship  of the
     parties  that is not  subject to  arbitration  under  Section  10.M must be
     brought in the Federal  District  Court for the District of Minnesota or in
     Hennepin  County District Court,  Fourth  Judicial  District,  Minneapolis,
     Minnesota.  Both parties  irrevocably submit themselves to, and consent to,
     the  jurisdiction  of said  courts.  The  provisions  of this  Section will


                                       12

<PAGE>


     survive the  termination of this  Agreement.  You are aware of the business
     purposes and needs underlying the language of this subparagraph, and with a
     complete understanding, agree to be bound in the manner set forth.

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

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

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

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

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

          M.   Except as qualified  below, any dispute between you and us or any
     of our or your affiliates  arising under,  out of, in connection with or in
     relation to this Agreement, the parties' relationship, or the business must
     be  submitted  to binding  arbitration  under the  authority of the Federal
     Arbitration Act and must be arbitrated in accordance with the  then-current
     rules and  procedures  and under the auspices of the  American  Arbitration
     Association. The arbitration must take place in Minneapolis,  Minnesota, or
     at such  other  place as may be  mutually  agreeable  to the  parties.  Any
     arbitration  must be resolved on an individual basis and not joined as part
     of a class  action or the claims of other  parties.  The  arbitrators  must
     follow the law and not disregard the terms of this Agreement.  The decision
     of the arbitrators will be final and binding on all parties to the dispute;
     however,  the  arbitrators  may not under any  circumstances:  (i) stay the
     effectiveness  of any pending  termination of this  Agreement;  (ii) assess
     punitive  or  exemplary  damages;  or (iii) make any award  which  extends,
     modifies or suspends any lawful term of this  Agreement  or any  reasonable
     standard of business performance that we set.


                                       13

<PAGE>


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

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

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

          N.   During the term of this Agreement,  neither we nor you may employ
     or seek to employ, directly or indirectly, any person who is at the time or
     was at any  time  during  the  prior  6  months  employed  in any  type  of
     managerial  position  by the  other  party  or any of its  subsidiaries  or
     affiliates,  or by any  franchisee  in the  system.  In the event  that you
     violate this provision,  we will have the right to terminate this Agreement
     without opportunity to cure pursuant to subparagraph 7.B. In addition,  any
     party who  violates  this  provision  agrees to pay as fair and  reasonable
     liquidated  damages  (but not as a penalty) an amount  equal to 2 times the
     annual  compensation that the person being hired away was perceiving at the
     time the violating  party offers  her/him  employment.  You agree that this
     amount is for the damages that the non-violating  party will suffer for the
     loss of the person  hired away by the other party,  including  the costs of
     finding,  hiring  and  training  a new  employee  and for  the  loss of the
     services and  experience of the employee  hired away,  and that it would be
     difficult  to  calculate  with  certainty  the amount of  damages  that the
     non-violating party will incur.  Notwithstanding the foregoing,  if a court
     determines that this liquidated damages payment is unenforceable,  then the
     non-violating  party may pursue  all other  available  remedies,  including
     consequential damages. This subparagraph will not be violated if (i) at the
     time we or you employ or seek to employ the person, the former employer has
     given its written consent or (ii) we employ or seek to employ the person in
     connection  with  the  transfer  of the  Restaurant(s)  to us or any of our
     affiliates. The parties acknowledge and agree that any franchisee from whom
     an employee was hired by you in violation of this  subparagraph  shall be a
     third-party beneficiary of this provision, but only to the extent that they
     may seek compensation from you.

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


                                       14

<PAGE>


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


DEVELOPER:                                   FRANCHISOR

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


                                             -----------------------------------
By:                                          By:     Sally J. Smith
   --------------------------------             --------------------------------
   Its:                                         Its: President & CEO
       ----------------------------                 ----------------------------



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



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


                                       15

<PAGE>


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

     In consideration  of the execution of the Area  Development  Agreement (the
"Agreement") between BUFFALO WILD WINGS  INTERNATIONAL,  INC. ("we" or "us") and
_______________________ (the "Developer"), dated ________________, and for other
good and valuable consideration,  the undersigned,  for themselves, their heirs,
successors,  and assigns,  do jointly,  individually and severally hereby become
surety and guarantor for the payment of all amounts and the  performance  of the
covenants, terms and conditions in the Agreement, to be paid, kept and performed
by the Developer, including without limitation the arbitration and other dispute
resolution provisions of the Agreement.

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

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

     In  addition,   the   undersigned   consents  and  agrees  that:   (1)  the
undersigned's  liability will not be contingent or conditioned  upon our pursuit
of any remedies  against the Developer or any other person;  (2) such  liability
will not be  diminished,  relieved  or  otherwise  affected  by the  Developer's
insolvency,   bankruptcy  or  reorganization,   the  invalidity,  illegality  or
unenforceability  of all or any  part  of the  Agreement,  or the  amendment  or
extension of the Agreement  with or without notice to the  undersigned;  and (3)
this Personal  Guaranty shall apply in all modifications to the Agreement of any
nature agreed to by Developer with or without the undersigned  receiving  notice
thereof.

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

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

PERSONAL GUARANTORS:


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


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


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


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


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


                                       1

<PAGE>



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


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



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



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



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


                                       2

<PAGE>


                                   APPENDIX A
                                   ----------

                      DESCRIPTION OF DEVELOPMENT TERRITORY


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

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

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

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

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

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

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

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

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



DEVELOPER:                                 FRANCHISOR

                                           BUFFALO WILD WINGS INTERNATIONAL INC.


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



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


<PAGE>


                                   APPENDIX B
                                   ----------

                              DEVELOPMENT SCHEDULE

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

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

=================== ================= ========================= ========================= ===============================

</TABLE>

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


DEVELOPER:                                 FRANCHISOR

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


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



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


<PAGE>


                              BUFFALO WILD WINGS(R)
                      DEVELOPER INCENTIVE PACKAGE ADDENDUM

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

The Development Agreement is hereby amended as follows:

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

2.   Waiver of Royalty Fee. Subject to the terms and conditions of this Addendum
     and of the Development Agreement,  if all your Restaurants are opened on or
     before the dates set forth in the Development Schedule, for each Restaurant
     you open on time in accordance with the Development Schedule, we will waive
     the  "Royalty  Fees" (as defined in section 9.B of our  standard  Franchise
     Agreement  in effect as of the date  hereof)  that would  otherwise  be due
     under the Franchise Agreement, for the first 52 weeks of operation for each
     Restaurant.  If you fail to open a  Restaurant  on time,  the waiver of the
     Royalty Fee for that  Restaurant and for all  Restaurants  open  thereafter
     will  be  forfeited  and you  will be  obligated  to pay the  Royalty  Fees
     pursuant  to the  terms  set  forth  in the  Franchise  Agreement  for each
     Restaurant.  Further,  if you default under the  Franchise  Agreement for a
     Restaurant   within  the  first  52  weeks  of  operation  for  any  reason
     whatsoever,  you must pay the Royalty Fee for that Restaurant from the date
     we issue you written  notice of default,  even though you may  subsequently
     cure the default.

3.   Additional  Term. If you fully comply with the Development  Schedule during
     the initial term of the Development  Agreement,  we will extend the term of
     the Development  Agreement for months  commencing on the date the franchise
     agreement for your  Restaurant is executed  (the "Bonus  Term"),  provided,
     however,  that the Bonus Term may be terminated early pursuant to Section 7
     of the  Development  Agreement.  During the Bonus  Term,  you will have the
     option to develop and  operate as many  additional  Restaurants  within the
     Development Territory as you choose, subject to the terms and conditions of
     the Development Agreement and this Addendum. All additional Restaurants for
     which you exercise your option must be open prior to the  expiration of the
     Bonus  Term.  We will not  charge you an  Initial  Franchise  Fee for these
     additional  Restaurants;  however,  you must pay the  Royalty  Fee for each
     Restaurant from the date of opening.

4.   Development  and  Training  Staff.  Within 4 months  after the date of this
     Addendum,  you must  employ and  maintain  for the  remaining  term of this
     Addendum a full-time  development  executive,  who satisfactorily meets our
     development  executive  requirements.  Your  development  executive will be
     responsible to supervise the development  process for your Restaurants.  To
     qualify for the position,  your  development  executive must, at a minimum,
     have prior  experience in  developing a similar  number of  restaurants  or
     lodging facilities over a similar development  period.  Prior to hiring the
     development executive, you must obtain our written approval. We reserve the
     right to revoke our prior  approval of your  development  executive  at any
     time.  In addition,  you must replace your  development  executive if he is
     unable to perform the functions necessary to satisfy your obligations under
     this Addendum and the Development Agreement. Furthermore, in the event that
     you  fail to open (i) one of your  Restaurants  on or  before  the date set


                                       1

<PAGE>


     forth in the  Development  Schedule and you do not have months in your bank
     to offset the missed  deadline or (ii) two  consecutive  Restaurants  on or
     before  the dates  set  forth in the  Development  Schedule  regardless  of
     whether  you have  months in your bank to offset the missed  deadline,  you
     shall,  within  sixty  (60) days  after  the  missed  deadline,  hire a new
     development  executive;  provided,  however,  that  prior to hiring the new
     development executive,  you must also obtain our written approval. We shall
     have no  liability  in  connection  with or  related  to our  approval  (or
     revocation thereof) or the performance of your development executive.

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

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

     It is the  intention of the parties  that, by the time you open your fourth
     Restaurant under the Development  Agreement and this Addendum,  you will be
     self-sufficient  with respect to the training of your Restaurant  Employees
     and the opening of your  Restaurants.  We require  that by the time you are
     ready to go  through  the  training  for your  third  Restaurant  under the
     Development  Agreement,  you must have at least one certified  trainer in a
     front of  house  position  and one  certified  trainer  in a heart of house
     position to assist us in providing  the  training for the third  Restaurant
     under the  Development  Agreement.  By the time you are ready to go through
     the training for your fourth  Restaurant  under the Development  Agreement,
     you must have at least 2 certified trainers in front of house positions,  3
     certified trainers in heart of house positions and one certified manager to
     supervise the five certified trainers to provide all the training necessary
     to open the  fourth and any  subsequent  Restaurant  under the  Development
     Agreement.  All the  certified  trainers  and managers  must be  previously
     approved by us and we can  withdraw  such  approval at any time.  We do not
     have any  obligation  to provide  training and opening  assistance  for the
     fourth and subsequent  Restaurants  under the  Development  Agreement.  All
     training  must comply with our  requirements  and must be  completed to our
     satisfaction.  We shall have no liability in connection  with or related to
     our approval (or revocation  thereof),  the operation or performance of any
     Training Store, training executive, or any training program.

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

7.   Compliance  Month Bank. To assist you in remaining in compliance  under the
     Development  Schedule,  you  will  have a bank of  months  to  cover a late
     opening of a  Restaurant.  You will begin with a credit of ___ months.  For
     each month that you open a Restaurant prior to the scheduled  opening date,
     one month  will be added to your bank.  Partial  months  are  credited  and
     deducted as half months.  If any  Restaurant  is opened after its scheduled
     opening date, months will be deducted from your bank and, provided that you
     have a  sufficient  number  of months  available  in your bank to cover the


                                       2

<PAGE>


     number of months  that you are late in opening  your  Restaurant,  you will
     still be deemed to, be in compliance with your  Development  Schedule.  For
     example,  if you begin with 10 months in your Compliance Month Bank and you
     open your first Restaurant two months early but your Second  Restaurant two
     weeks after the scheduled  opening date,  your  Compliance  Month Bank will
     contain  11 1/2  months  from  which  you  may  draw  upon  if  any  future
     Restaurants open after the scheduled  opening date. In the event the months
     in your bank fall to zero (0) or below zero (0) at any given time, the bank
     of months will be automatically eliminated altogether.

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

9.   All  provisions of the Agreement  that are not  expressly  modified  herein
     shall continue in full force and effect.

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

DEVELOPER:                                 FRANCHISOR

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


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


                                       3

<PAGE>


                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                       AREA DEVELOPMENT AGREEMENT FOR THE
                                STATE OF ILLINOIS
                                -----------------


     This Addendum  pertains to franchises  sold in the State of Illinois and is
for  the  purpose  of  complying   with  Illinois   statutes  and   regulations.
Notwithstanding  anything  which  may be  contained  in  the  body  of the  Area
Development  Agreement to the contrary,  the Agreement is amended to include the
following:

     1.   The fourth and fifth  sentences of Section 10.C of the  Agreement  are
hereby deleted in their entirety.

     2.   Section  10.C of the  Agreement  is  hereby  amended  to  include  the
following:

          Nothing in this Section 10.C,  however,  may be construed to mean that
          you may not rely on the BUFFALO WILD WINGS  Offering  Circular that we
          provided  to you in  connection  with the offer and  purchase  of your
          BUFFALO WILD WINGS  Business.  Although the statements in the Offering
          Circular do not become part of the Area Development Agreement, nothing
          in the Offering  Circular may contradict or be  inconsistent  with the
          contract terms.

     3.   The  first  sentence  of  Section  10.G is  therefore  deleted  in its
entirety, and the following substituted in lieu thereof:

          Subject to Section 10.M,  any cause of action,  claim,  suit or demand
          allegedly  arising  from or related to the terms of this  Agreement or
          the  relationship  of the  parties  must be  brought  in the  Illinois
          federal  or state  court  for the  Designated  Area in  which  you are
          located.

     4.   Except as  amended  herein,  the Area  Development  Agreement  will be
construed and enforced in accordance with its terms.

     Each of the undersigned hereby acknowledges having read and understood this
Addendum and consents to be bound by all of its terms.



YOU:                                         WE: BUFFALO WILD WINGS
   --------------------------------          INTERNATIONAL INC.

                                             -----------------------------------
By:                                          By:      Sally J. Smith
   --------------------------------             --------------------------------
   Its:                                         Its:  President & CEO
       ----------------------------                 ----------------------------


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


<PAGE>


                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                       AREA DEVELOPMENT AGREEMENT FOR THE
                                STATE OF MARYLAND
                                -----------------


     This Addendum  pertains to franchises  sold in the State of Maryland and is
for  the  purpose  of  complying   with  Maryland   statutes  and   regulations.
Notwithstanding  anything  which  may be  contained  in  the  body  of the  Area
Development Agreement to the contrary, the Agreement is amended as follows:

     1.   The following sentence is hereby added to the end of Section 10.C:

          Nothing in this Section 10.C, however, will act as a release, estoppel
          or waiver of any  liability  incurred  under  the  Maryland  Franchise
          Registration and Disclosure Law.

     2.   Section  10.G is amended  to  provide  that you may bring a lawsuit in
Maryland  for claims  arising  under the  Maryland  Franchise  Registration  and
Disclosure  Law.  Section  10.G is further  amended  to provide  that any claims
arising under the Maryland  Franchise  Registration  and  Disclosure Law must be
brought within three (3) years after the date of the Franchise Agreement.

     3.   Any  provision  in the  Agreement  that  requires  you to disclaim the
occurrence and/or acknowledge the non-occurrence of acts that would constitute a
violation of the  Maryland  Franchise  Registration  and  Disclosure  Law is not
intended to nor will it act as a release,  estoppel  or waiver of any  liability
incurred under the Maryland Franchise Registration and Disclosure Law.

     4.   Except as  amended  herein,  the Area  Development  Agreement  will be
construed and enforced in accordance with its terms.

     Each of the undersigned hereby acknowledges having read and understood this
Addendum and consents to be bound by all of its terms.


YOU:                                         WE: BUFFALO WILD WINGS
   --------------------------------          INTERNATIONAL INC.

                                             -----------------------------------
By:                                          By:      Sally J. Smith
   --------------------------------             --------------------------------
   Its:                                         Its:  President & CEO
       ----------------------------                 ----------------------------


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


<PAGE>


                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                       AREA DEVELOPMENT AGREEMENT FOR THE
                               STATE OF MINNESOTA
                               ------------------


     This Addendum  pertains to franchises sold in the State of Minnesota and is
for  the  purpose  of  complying  with  Minnesota   statutes  and   regulations.
Notwithstanding  anything  which  may be  contained  in  the  body  of the  Area
Development Agreement to the contrary, the Agreement is amended as follows:

     1.   We will  undertake the defense of any claim of  infringement  by third
parties  involving the BUFFALO WILD WINGS mark,  and you will cooperate with the
defense in any reasonable  manner  prescribed by us with any direct cost of such
cooperation to be borne by us.

     2.   Minnesota  law  provides  franchisees  with  certain  termination  and
nonrenewal rights. As of the date of this Franchise Agreement,  Minn. Stat. Sec.
80C.14,  Subd. 3, 4 and 5 require,  except in certain  specified  cases,  that a
franchisee be given 90 days notice of termination (with 60 days to cure) and 180
days notice for nonrenewal of the franchise agreement.

     3.   Section 10.H is hereby deleted in its entirety.

     4.   Except as  amended  herein,  the Area  Development  Agreement  will be
construed and enforced in accordance with its terms.

     Each of the undersigned hereby acknowledges having read and understood this
Addendum and consents to be bound by all of its terms.


YOU:                                         WE: BUFFALO WILD WINGS
   --------------------------------          INTERNATIONAL INC.

                                             -----------------------------------
By:                                          By:      Sally J. Smith
   --------------------------------             --------------------------------
   Its:                                         Its:  President & CEO
       ----------------------------                 ----------------------------


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


<PAGE>


                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                       AREA DEVELOPMENT AGREEMENT FOR THE
                              STATE OF NORTH DAKOTA
                              ---------------------


     This Addendum  pertains to franchises sold in the State of North Dakota and
is for the purpose of  complying  with North Dakota  statutes  and  regulations.
Notwithstanding  anything  which  may be  contained  in  the  body  of the  Area
Development  Agreement to the contrary,  the Agreement is amended to include the
following:

     1.   The North  Dakota  Securities  Commissioner  has held  that  requiring
franchisees to consent to the  jurisdiction of courts outside of North Dakota is
unfair, unjust or inequitable within the intent of Section 51-19-09 of the North
Dakota Franchise Investment Law. The first sentence of Section 10.G is therefore
deleted in its entirety, and the following substituted in lieu thereof:

          Any cause of action,  claim,  suit or demand allegedly arising from or
          related  to the terms of this  Agreement  or the  relationship  of the
          parties  that is not  subject  to  arbitration  must be brought in the
          Federal  District  Court for the  District of Minnesota or in Hennepin
          County  District  Court,   Fourth  Judicial   District,   Minneapolis,
          Minnesota or the federal or state court of the  Development  Territory
          in which you are located.

     2.   Section 10.H is hereby deleted from the Area Development Agreement, as
a waiver of punitive  damages is considered  unenforceable in the State of North
Dakota.

     3.   Except as  amended  herein,  the Area  Development  Agreement  will be
construed and enforced in accordance with its terms.

     Each of the undersigned hereby acknowledges having read and understood this
Addendum and consents to be bound by all of its terms.


YOU:                                         WE: BUFFALO WILD WINGS
   --------------------------------          INTERNATIONAL INC.

                                             -----------------------------------
By:                                          By:      Sally J. Smith
   --------------------------------             --------------------------------
   Its:                                         Its:  President & CEO
       ----------------------------                 ----------------------------


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


<PAGE>


                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                       AREA DEVELOPMENT AGREEMENT FOR THE
                               STATE OF WASHINGTON


     This Addendum pertains to franchises sold in the State of Washington and is
for  the  purpose  of  complying  with  Washington   statutes  and  regulations.
Notwithstanding  anything  which  may be  contained  in  the  body  of the  Area
Development  Agreement to the contrary,  the Agreement is amended to include the
following:

     1.   Section  10.C of the Area  Development  Agreement  is  amended  by the
addition of the following language:

               If any of the  provisions in the Franchise  Offering  Circular or
          Area  Development  Agreement are  inconsistent  with the  relationship
          provisions  of  R.C.W.   19.100.180  or  other   requirements  of  the
          Washington Franchise Investment  Protection Act, the provisions of the
          Act will prevail over the  inconsistent  provisions  of the  Franchise
          Offering  Circular and Area  Development  Agreement with regard to any
          franchise sold in Washington.

     2.   Section  10 of  the  Area  Development  Agreement  is  amended  by the
addition of the following language:

               A release or waiver of rights  executed  by you will not  include
          rights under the Washington Franchise Investment Protection Act except
          when executed pursuant to a negotiated  settlement after the agreement
          is in effect and where the  parties  are  represented  by  independent
          counsel. Provisions such as those which unreasonably restrict or limit
          the statute of limitations  period for claims under the Act, rights or
          remedies  under  the Act  such as a right to a jury  trial  may not be
          enforceable.

     3.   Except as  amended  herein,  the Area  Development  Agreement  will be
construed and enforced in accordance with its terms.

               Each of the  undersigned  hereby  acknowledges  having  read  and
          understood this Addendum and consents to be bound by all of its terms.


YOU:                                         WE: BUFFALO WILD WINGS
   --------------------------------          INTERNATIONAL INC.

                                             -----------------------------------
By:                                          By:      Sally J. Smith
   --------------------------------             --------------------------------
   Its:                                         Its:  President & CEO
       ----------------------------                 ----------------------------


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


<PAGE>


                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                       AREA DEVELOPMENT AGREEMENT FOR THE
                               STATE OF WISCONSIN
                               ------------------


     This Addendum  pertains to franchisees in the State of Wisconsin and is for
the   purpose  of   complying   with   Wisconsin   statutes   and   regulations.
Notwithstanding  anything  which  may be  contained  in  the  body  of the  Area
Development  Agreement to the contrary,  the Agreement is amended to include the
following:

     1.   Notwithstanding  anything  which may be  contained  in the body of the
Area  Development  Agreement to the  contrary,  Section 7.B of the  Agreement is
extended as follows:

               We will  provide  you at least 90 days' prior  written  notice of
          termination,   cancellation,  or  substantial  change  in  competitive
          circumstances.  The notice will state all the reasons for termination,
          cancellation,  or substantial change in competitive  circumstances and
          will  provide  that you have 60 days in which to rectify  any  claimed
          deficiency.  If the deficiency is rectified within 60 days, the notice
          will  be  void.  If  the  reason  for  termination,  cancellation,  or
          substantial change in competitive  circumstances is nonpayment of sums
          due under the  franchise,  you will be entitled  to written  notice of
          such  default,  and will have not less than 10 days in which to remedy
          such default from the date of delivery or posting of such notice.

     2.   Ch. 135,  Stats.,  the Wisconsin Fair Dealership  Law,  supersedes any
provisions  of  this  Agreement  or  a  related  document  between  you  and  us
inconsistent with the Law.

     3.   Except as  amended  herein,  the Area  Development  Agreement  will be
construed and enforced in accordance with its terms.

     Each of the undersigned hereby acknowledges having read and understood this
Addendum and consents to be bound by all of its terms.


YOU:                                         WE: BUFFALO WILD WINGS
   --------------------------------          INTERNATIONAL INC.

                                             -----------------------------------
By:                                          By:      Sally J. Smith
   --------------------------------             --------------------------------
   Its:                                         Its:  President & CEO
       ----------------------------                 ----------------------------


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


<PAGE>


                           ACKNOWLEDGMENT ADDENDUM TO
                BUFFALO WILD WINGS(R) AREA DEVELOPMENT AGREEMENT

As you know,  you and we are entering  into Area  Development  Agreement for the
development and operation of BUFFALO WILD WINGS(R)  restaurants.  The purpose of
this Acknowledgment  Addendum is to determine whether any statements or promises
were made to you that we have not  authorized or that may be untrue,  inaccurate
or misleading,  and to be certain that you understand the  limitations on claims
that may be made by you by reason of the  offer  and sale of the  franchise  and
operation  of your  business.  Please  review  each of the  following  questions
carefully and provide honest responses to each question.

Acknowledgments and Representations*.
-------------------------------------

1.   Did you  receive a copy of our  Offering  Circular  (and all  exhibits  and
     attachments)   at  least  10  business  days  prior  to  signing  the  Area
     Development Agreement? Check one: ( ) Yes ( ) No. If no, please comment:

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

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

1A.  For  Illinois  residents  or those  wishing to locate  their  franchise  in
     Illinois, did you receive a copy of our Offering Circular (and all exhibits
     and  attachments)  at least 14  calendar  days  prior to  signing  the Area
     Development Agreement? Check one: ( ) Yes ( ) No. If no, please comment:

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

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


2.   Have you studied and  reviewed  carefully  our  Offering  Circular and Area
     Development Agreement? Check one: ( ) Yes ( ) No. If no, please comment:

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

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


3.   Did you  receive  a copy  of the  Area  Development  Agreement  at  least 5
     business days prior to the date on which the Area Development Agreement was
     executed? Check one: ( ) Yes ( ) No. If no, please comment:

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

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


4.   Did you  understand  all the  information  contained  in both the  Offering
     Circular and Area Development Agreement?  Check one: ( ) Yes ( ) No. If no,
     please comment:

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

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


5.   Was any oral,  written or visual claim or  representation  made to you that
     contradicted the disclosures in the Offering Circular? Check one: ( ) Yes (
     ) No. If yes,  please state in detail the oral,  written or visual claim or
     representation:

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

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

6.   Except as state in Item 19, did any  employee or other  person  speaking on
     behalf of Buffalo Wild Wings International,  Inc. make any oral, written or
     visual  claim,  statement,  promise or  representation  to you that stated,
     suggested,  predicted or projected  sales,  revenues,  expenses,  earnings,
     income or profit levels at any BUFFALO WILD WINGS location or business,  or
     the likelihood of success at your franchised business? Check one: ( ) Yes (
     ) No. If yes,  please state in detail the oral,  written or visual claim or
     representation:

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

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


<PAGE>


7.   Did any employee or other  person  speaking on behalf of Buffalo Wild Wings
     International,  Inc.  make any  statement  or promise  regarding  the costs
     involved in  operating a franchise  that is not  contained  in the Offering
     Circular  or that is  contrary  to,  or  different  from,  the  information
     contained in the Offering  Circular.  Check one:  (__) Yes (__) No. If yes,
     please comment:

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

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

8.   Do you  understand  that  that the  franchise  granted  is for the right to
     develop and operate the Restaurants in the Development Territory, as stated
     in Subparagraph  2.B, and that,  according to Subparagraph  2.D, we and our
     affiliates  have  the  right to  distribute  products  through  alternative
     methods  of  distribution  and to issue  franchises  or  operate  competing
     businesses  for or at  locations,  as we  determine,  (i)  outside  of your
     Designated  Area  using  any  trademarks;   (ii)  inside  your  Development
     Territory using any trademarks other than the BUFFALO WILD WINGS Trademark;
     and (iii)  inside the  Development  Territory  using the BUFFALO WILD WINGS
     Trademark,  for  facilities at Special Sites and  facilities  with interior
     areas less than 2,400 square feet  (subject to your right of first  refusal
     as  detailed  in the  ADA)?  Check  one:  (__) Yes (__) No.  If no,  please
     comment:

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

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

9.   Do you  understand  that the  success  or failure  of the  development  and
     operation  of your  Restaurants  will depend in large part upon your skills
     and experience,  your business acumen, your location,  the local market for
     products  under the BUFFALO  WILD WINGS  trademarks,  interest  rates,  the
     economy,   inflation,   the  number  of   employees   you  hire  and  their
     compensation, competition and other economic and business factors? Further,
     do you understand that the economic and business  factors that exist at the
     time you open your Business may change?  Check one (__) Yes (__) No. If no,
     please comment:
     ---------------------------------------------------------------------------

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


YOU  UNDERSTAND  THAT YOUR ANSWERS ARE  IMPORTANT TO US AND THAT WE WILL RELY ON
THEM. BY SIGNING THIS ADDENDUM,  YOU ARE  REPRESENTING  THAT YOU HAVE CONSIDERED
EACH QUESTION CAREFULLY AND RESPONDED TRUTHFULLY TO THE ABOVE QUESTIONS. IF MORE
SPACE IS NEEDED FOR ANY ANSWER, CONTINUE ON A SEPARATE SHEET AND ATTACH.


NOTE: IF THE RECIPIENT IS A CORPORATION,  PARTNERSHIP, LIMITED LIABILITY COMPANY
OR OTHER ENTITY, EACH OF ITS PRINCIPAL OWNERS MUST EXECUTE THIS ACKNOWLEDGMENT.

                                           APPROVED ON BEHALF OF BUFFALO WILD
                                           WINGS INTERNATIONAL, INC.

Signed:                                    Signed:
       -----------------------------              ------------------------------
Print Name:                                Title:   President & CEO
           -------------------------             -------------------------------
Date:                                      Date:
     -------------------------------            --------------------------------


*Such  representations  are not  intended  to nor shall  they act as a  release,
estoppel  or waiver of any  liability  incurred  under  the  Illinois  Franchise
Disclosure Act or under the Maryland Franchise Registration and Disclosure Law.


<PAGE>


                           ACKNOWLEDGMENT ADDENDUM TO
                BUFFALO WILD WINGS(R) AREA DEVELOPMENT AGREEMENT

As you know,  you and we are entering  into Area  Development  Agreement for the
development and operation of BUFFALO WILD WINGS(R)  restaurants.  The purpose of
this Acknowledgment  Addendum is to determine whether any statements or promises
were made to you that we have not  authorized or that may be untrue,  inaccurate
or misleading,  and to be certain that you understand the  limitations on claims
that may be made by you by reason of the  offer  and sale of the  franchise  and
operation  of your  business.  Please  review  each of the  following  questions
carefully and provide honest responses to each question.

Acknowledgments and Representations*.
-------------------------------------

1.   Did you  receive a copy of our  Offering  Circular  (and all  exhibits  and
     attachments)   at  least  10  business  days  prior  to  signing  the  Area
     Development Agreement? Check one: ( ) Yes ( ) No. If no, please comment:

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

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


1A.  For  Illinois  residents  or those  wishing to locate  their  franchise  in
     Illinois, did you receive a copy of our Offering Circular (and all exhibits
     and  attachments)  at least 14  calendar  days  prior to  signing  the Area
     Development Agreement? Check one: ( ) Yes ( ) No. If no, please comment:

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

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


2.   Have you studied and  reviewed  carefully  our  Offering  Circular and Area
     Development Agreement? Check one: ( ) Yes ( ) No. If no, please comment:

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

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


3.   Did you  receive  a copy  of the  Area  Development  Agreement  at  least 5
     business days prior to the date on which the Area Development Agreement was
     executed? Check one: ( ) Yes ( ) No. If no, please comment:

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

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


4.   Did you  understand  all the  information  contained  in both the  Offering
     Circular and Area Development Agreement?  Check one: ( ) Yes ( ) No. If no,
     please comment:

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

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


5.   Was any oral,  written or visual claim or  representation  made to you that
     contradicted the disclosures in the Offering Circular? Check one: ( ) Yes (
     ) No. If yes,  please state in detail the oral,  written or visual claim or
     representation:

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

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


6.   Except as state in Item 19, did any  employee or other  person  speaking on
     behalf of Buffalo Wild Wings International,  Inc. make any oral, written or
     visual  claim,  statement,  promise or  representation  to you that stated,
     suggested,  predicted or projected  sales,  revenues,  expenses,  earnings,
     income or profit levels at any BUFFALO WILD WINGS location or business,  or
     the likelihood of success at your franchised business? Check one: ( ) Yes (
     ) No. If yes,  please state in detail the oral,  written or visual claim or
     representation:

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

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



<PAGE>


7.   Did any employee or other  person  speaking on behalf of Buffalo Wild Wings
     International,  Inc.  make any  statement  or promise  regarding  the costs
     involved in  operating a franchise  that is not  contained  in the Offering
     Circular  or that is  contrary  to,  or  different  from,  the  information
     contained in the Offering  Circular.  Check one:  (__) Yes (__) No. If yes,
     please comment:

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

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


8.   Do you  understand  that  that the  franchise  granted  is for the right to
     develop and operate the Restaurants in the Development Territory, as stated
     in Subparagraph  2.B, and that,  according to Subparagraph  2.D, we and our
     affiliates  have  the  right to  distribute  products  through  alternative
     methods  of  distribution  and to issue  franchises  or  operate  competing
     businesses  for or at  locations,  as we  determine,  (i)  outside  of your
     Designated  Area  using  any  trademarks;   (ii)  inside  your  Development
     Territory using any trademarks other than the BUFFALO WILD WINGS Trademark;
     and (iii)  inside the  Development  Territory  using the BUFFALO WILD WINGS
     Trademark,  for  facilities at Special Sites and  facilities  with interior
     areas less than 2,400 square feet  (subject to your right of first  refusal
     as  detailed  in the  ADA)?  Check  one:  (__) Yes (__) No.  If no,  please
     comment:

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

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


9.   Do you  understand  that the  success  or failure  of the  development  and
     operation  of your  Restaurants  will depend in large part upon your skills
     and experience,  your business acumen, your location,  the local market for
     products  under the BUFFALO  WILD WINGS  trademarks,  interest  rates,  the
     economy,   inflation,   the  number  of   employees   you  hire  and  their
     compensation, competition and other economic and business factors? Further,
     do you understand that the economic and business  factors that exist at the
     time you open your Business may change?  Check one (__) Yes (__) No. If no,
     please comment:

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

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


YOU  UNDERSTAND  THAT YOUR ANSWERS ARE  IMPORTANT TO US AND THAT WE WILL RELY ON
THEM. BY SIGNING THIS ADDENDUM,  YOU ARE  REPRESENTING  THAT YOU HAVE CONSIDERED
EACH QUESTION CAREFULLY AND RESPONDED TRUTHFULLY TO THE ABOVE QUESTIONS. IF MORE
SPACE IS NEEDED FOR ANY ANSWER, CONTINUE ON A SEPARATE SHEET AND ATTACH.


NOTE: IF THE RECIPIENT IS A CORPORATION,  PARTNERSHIP, LIMITED LIABILITY COMPANY
OR OTHER ENTITY, EACH OF ITS PRINCIPAL OWNERS MUST EXECUTE THIS ACKNOWLEDGMENT.


                                           APPROVED ON BEHALF OF BUFFALO WILD
                                           WINGS INTERNATIONAL, INC.

Signed:                                    Signed:
       -----------------------------              ------------------------------
Print Name:                                Title:   President & CEO
           -------------------------             -------------------------------
Date:                                      Date:
     -------------------------------            --------------------------------


*Such  representations  are not  intended  to nor shall  they act as a  release,
estoppel  or waiver of any  liability  incurred  under  the  Illinois  Franchise
Disclosure Act or under the Maryland Franchise Registration and Disclosure Law.


<PAGE>


                           ACKNOWLEDGMENT ADDENDUM TO
                BUFFALO WILD WINGS(R) AREA DEVELOPMENT AGREEMENT

As you know,  you and we are entering  into Area  Development  Agreement for the
development and operation of BUFFALO WILD WINGS(R)  restaurants.  The purpose of
this Acknowledgment  Addendum is to determine whether any statements or promises
were made to you that we have not  authorized or that may be untrue,  inaccurate
or misleading,  and to be certain that you understand the  limitations on claims
that may be made by you by reason of the  offer  and sale of the  franchise  and
operation  of your  business.  Please  review  each of the  following  questions
carefully and provide honest responses to each question.

Acknowledgments and Representations*.
-------------------------------------

1.   Did you  receive a copy of our  Offering  Circular  (and all  exhibits  and
     attachments)   at  least  10  business  days  prior  to  signing  the  Area
     Development Agreement? Check one: ( ) Yes ( ) No. If no, please comment:

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

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


1A.  For  Illinois  residents  or those  wishing to locate  their  franchise  in
     Illinois, did you receive a copy of our Offering Circular (and all exhibits
     and  attachments)  at least 14  calendar  days  prior to  signing  the Area
     Development Agreement? Check one: ( ) Yes ( ) No. If no, please comment:

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

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


2.   Have you studied and  reviewed  carefully  our  Offering  Circular and Area
     Development Agreement? Check one: ( ) Yes ( ) No. If no, please comment:

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

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


3.   Did you  receive  a copy  of the  Area  Development  Agreement  at  least 5
     business days prior to the date on which the Area Development Agreement was
     executed? Check one: ( ) Yes ( ) No. If no, please comment:

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

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


4.   Did you  understand  all the  information  contained  in both the  Offering
     Circular and Area Development Agreement?  Check one: ( ) Yes ( ) No. If no,
     please comment:

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

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


5.   Was any oral,  written or visual claim or  representation  made to you that
     contradicted the disclosures in the Offering Circular? Check one: ( ) Yes (
     ) No. If yes,  please state in detail the oral,  written or visual claim or
     representation:

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

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


6.   Except as state in Item 19, did any  employee or other  person  speaking on
     behalf of Buffalo Wild Wings International,  Inc. make any oral, written or
     visual  claim,  statement,  promise or  representation  to you that stated,
     suggested,  predicted or projected  sales,  revenues,  expenses,  earnings,
     income or profit levels at any BUFFALO WILD WINGS location or business,  or
     the likelihood of success at your franchised business? Check one: ( ) Yes (
     ) No. If yes,  please state in detail the oral,  written or visual claim or
     representation:

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

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



<PAGE>


7.   Did any employee or other  person  speaking on behalf of Buffalo Wild Wings
     International,  Inc.  make any  statement  or promise  regarding  the costs
     involved in  operating a franchise  that is not  contained  in the Offering
     Circular  or that is  contrary  to,  or  different  from,  the  information
     contained in the Offering  Circular.  Check one:  (__) Yes (__) No. If yes,
     please comment:

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

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


8.   Do you  understand  that  that the  franchise  granted  is for the right to
     develop and operate the Restaurants in the Development Territory, as stated
     in Subparagraph  2.B, and that,  according to Subparagraph  2.D, we and our
     affiliates  have  the  right to  distribute  products  through  alternative
     methods  of  distribution  and to issue  franchises  or  operate  competing
     businesses  for or at  locations,  as we  determine,  (i)  outside  of your
     Designated  Area  using  any  trademarks;   (ii)  inside  your  Development
     Territory using any trademarks other than the BUFFALO WILD WINGS Trademark;
     and (iii)  inside the  Development  Territory  using the BUFFALO WILD WINGS
     Trademark,  for  facilities at Special Sites and  facilities  with interior
     areas less than 2,400 square feet  (subject to your right of first  refusal
     as  detailed  in the  ADA)?  Check  one:  (__) Yes (__) No.  If no,  please
     comment:

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

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


9.   Do you  understand  that the  success  or failure  of the  development  and
     operation  of your  Restaurants  will depend in large part upon your skills
     and experience,  your business acumen, your location,  the local market for
     products  under the BUFFALO  WILD WINGS  trademarks,  interest  rates,  the
     economy,   inflation,   the  number  of   employees   you  hire  and  their
     compensation, competition and other economic and business factors? Further,
     do you understand that the economic and business  factors that exist at the
     time you open your Business may change?  Check one (__) Yes (__) No. If no,
     please comment:

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

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


YOU  UNDERSTAND  THAT YOUR ANSWERS ARE  IMPORTANT TO US AND THAT WE WILL RELY ON
THEM. BY SIGNING THIS ADDENDUM,  YOU ARE  REPRESENTING  THAT YOU HAVE CONSIDERED
EACH QUESTION CAREFULLY AND RESPONDED TRUTHFULLY TO THE ABOVE QUESTIONS. IF MORE
SPACE IS NEEDED FOR ANY ANSWER, CONTINUE ON A SEPARATE SHEET AND ATTACH.


NOTE: IF THE RECIPIENT IS A CORPORATION,  PARTNERSHIP, LIMITED LIABILITY COMPANY
OR OTHER ENTITY, EACH OF ITS PRINCIPAL OWNERS MUST EXECUTE THIS ACKNOWLEDGMENT.


                                           APPROVED ON BEHALF OF BUFFALO WILD
                                           WINGS INTERNATIONAL, INC.

Signed:                                    Signed:
       -----------------------------              ------------------------------
Print Name:                                Title:   President & CEO
           -------------------------             -------------------------------
Date:                                      Date:
     -------------------------------            --------------------------------


*Such  representations  are not  intended  to nor shall  they act as a  release,
estoppel  or waiver of any  liability  incurred  under  the  Illinois  Franchise
Disclosure Act or under the Maryland Franchise Registration and Disclosure Law.