EXHIBIT 10.11





                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT

                                     BETWEEN

                     BUFFALO WILD WINGS INTERNATIONAL, INC.
                          1600 UTICA AVENUE, SUITE 700
                              MINNEAPOLIS, MN 55416


                                       AND




                              AUTHORIZED LOCATION:


                     --------------------------------------
                                     Street


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




                                 EFFECTIVE DATE:

                     --------------------------------------
                             (To be completed by us)



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                              --TABLE OF CONTENTS--

                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT

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SECTION                                                                                                          PAGE
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1.       DEFINITIONS..............................................................................................1

2.       GRANT OF LICENSE.........................................................................................2

3.       TRADEMARK STANDARDS AND REQUIREMENTS.....................................................................4

4.       TERM AND RENEWAL.........................................................................................5

5.       FACILITY STANDARDS AND MAINTENANCE.......................................................................6

6.       PRODUCTS AND OPERATIONS STANDARDS AND REQUIREMENTS......................................................11

7.       PERSONNEL AND SUPERVISION STANDARDS.....................................................................15

8.       ADVERTISING.............................................................................................16

9.       FEES, REPORTING AND AUDIT RIGHTS........................................................................18

10.      YOUR OTHER OBLIGATIONS; NONCOMPETE COVENANTS............................................................20

11.      TRANSFER OF FRANCHISE...................................................................................23

12.      DISPUTE RESOLUTION......................................................................................26

13.      DEFAULT AND TERMINATION.................................................................................27

14.      POST-TERM OBLIGATIONS...................................................................................29

15.      GENERAL PROVISIONS......................................................................................30

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         APPENDICES
         ----------

A.       Trademarks
B.       Designated Area
C.       Addendum to Lease
D.       Electronic Transfer of Funds Authorization
E.       Gift Cards Participation Agreement
F.       Enrollment Form and Portal Terms and Conditions

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                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT


This  Franchise  Agreement is made this ____ day of , 2006 between  BUFFALO WILD
WINGS  INTERNATIONAL,  INC., an Ohio  corporation  with its  principal  business
located at 1600 Utica Avenue  South,  Suite 700,  Minneapolis,  Minnesota  55416
("we" or "us"), and , a whose principal business address is
 ("franchisee"  or "you").  If the  franchisee  is a  corporation,  partnership,
limited  liability  company or other legal  entity,  certain  provisions to this
Agreement also apply to its owners.

                                    RECITALS

         A.     Our parent company has developed a unique system for 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; and

         E.     You desire to develop and operate a BUFFALO WILD WINGS
restaurant and we, in reliance on your representations, have approved your
franchise application.

         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. "Control Person" means the individual who has the authority to,
            and does in fact, actively direct your business affairs in regard to
            the Restaurant, is responsible for overseeing the general management
            of the day-to-day operations of the Restaurant and has authority to
            sign on your behalf on all contracts and commercial documents. The
            Control Person is identified on the Ownership and Management
            Addendum attached to this Agreement.

            B. "Gross Sales" includes the total revenues and receipts from the
            sale of all products, services and merchandise sold in your
            Restaurant whether under any of the Trademarks or otherwise,
            including any cover charges or fees, vending or similar activities
            in your Restaurant or on its premises as well as all license and use
            fees. Gross Sales excludes sales taxes.

            C. "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.

            D. "Principal Owner" means any person or entity who, now or
            hereafter, directly or indirectly owns a 10% or greater interest in
            the franchisee when the franchisee is a corporation, limited
            liability company, partnership, or a similar entity. However, if we

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            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 franchisee, we have the right
            to designate that person or entity as a Principal Owner for all
            purposes under this Agreement. In addition, if the franchisee is a
            partnership entity, then each person or entity who, now or hereafter
            is or becomes a general partner is a Principal Owner, regardless of
            the percentage ownership interest. If the franchisee is one or more
            individuals, each individual is a Principal Owner of the franchisee.
            Each franchisee must have at least one Principal Owner. Your
            Principal Owner(s) are identified on the Ownership and Management
            Addendum attached to this Agreement. Every time there is a change in
            the persons who are your Principal Owners, you must, within 10 days
            from the date of each such change, update the Ownership and
            Management Addendum. As used in this Agreement, any reference to
            Principal Owner includes all Principal Owners.

            E. "Restaurant" means the BUFFALO WILD WINGS Restaurant you develop
            and operate pursuant to this Agreement.

            F. "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.

            G. "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 on
            Appendix A, as we may modify and change from time to time, and the
            trade dress and other commercial symbols used in the Restaurant.
            Trade dress includes the designs, color schemes and image we
            authorize you to use in the operation of the Restaurant from time to
            time.

            H. "Unit General Manager" means the individual who (i) personally
            invests his or her full time and attention and devotes his or her
            best efforts to the on-premises general management of the day-to-day
            operations of the Restaurant, (ii) meets our prior restaurant or
            retail management experience requirements, and (iii) does not
            participate in the active operation or management of any business
            other than the Restaurant. The Unit General Manager must be
            appointed at least 60 days prior to the Restaurant opening, fully
            trained 20 days prior to the Restaurant opening and is or will be
            identified on the Ownership and Management Addendum attached to this
            Agreement.

                                GRANT OF LICENSE

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

            A. Authorized Location. We grant to you the right and license to
            establish and operate a retail Restaurant identified by the BUFFALO
            WILD WINGS Trademarks or such other marks as we may direct, to be
            located at a location to be determined, in accordance with this
            subparagraph or a location to be designated within 90 days from the
            date of this Agreement (the "Authorized Location"). When a location
            has been designated by you and approved by us, it will become part
            of this subparagraph 2.A as if originally stated. If an Authorized
            Location is not designated by you and approved by us within 90 days
            from the date of this Agreement, we have the right to declare this
            Agreement null and void without the return of any Initial Franchise
            Fee or other amounts paid to us. You accept the license and
            undertake the obligation to operate the Restaurant at the Authorized
            Location using the Trademarks and the System in compliance with the
            terms and conditions of this Agreement.

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            B. Designated Area. You must locate and operate the Restaurant at an
            Authorized Location within the area described in Appendix B (the
            "Designated Area"). We and our affiliates will not locate and
            operate or grant to anyone else a franchise to locate and operate a
            BUFFALO WILD WINGS restaurant within the Designated Area so long as
            this Agreement is in effect, except as provided in subparagraph 2.D.
            You do not have any right to sublicense or subfranchise within or
            outside of the Designated Area and do not have the right to operate
            more than one Restaurant within the Designated Area.

            C. Opening. You agree that the Restaurant will be open and operating
            in accordance with the requirements of subparagraph 5.A within (i)
            270 days from the date of this Agreement if the Restaurant is
            located within an end cap, shopping mall, Special Site or other
            similar location, or (ii) 365 days from the date of this Agreement
            if the Restaurant is a free-standing building, unless in either case
            we authorize in writing an extension of time. Notwithstanding the
            foregoing, if you are entering this Agreement pursuant to an Area
            Development Agreement executed between you and us, you agree to open
            the Restaurant by the date stated in the Area Development Agreement.
            If you fail to have your Restaurant open and in operation according
            to the provisions of this subparagraph 2.C, we will have the right
            to terminate this Agreement without opportunity to cure pursuant to
            subparagraph 13.B.2.

            D. Nonexclusivity; Our Reservation of Rights. The license is limited
            to the right to develop and operate one Restaurant at the Authorized
            Location located in the Designated Area, and does not include (i)
            any right to sell products and Menu Items identified by the
            Trademarks at any location other than the Authorized Location,
            except for authorized catering and delivery services as noted in
            subparagraph 2.E, or through any other channels or methods of
            distribution, including the internet (or any other existing or
            future form of electronic commerce), (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 of future
            franchised, company or affiliate owned restaurants at any time or at
            any location. You acknowledge that the consumer service area or
            trade area of another BUFFALO WILD WINGS restaurant may overlap with
            your Designated Area.

            You also 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 Designated Area 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 Designated Area 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 (except as otherwise provided for in this
subparagraph). Outside of the Designated Area, 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 Designated Area, 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 Designated Area through other
distribution channels or methods: any retail food service Menu Items that are

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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 Designated Area.

            You acknowledge and agree that certain locations within and outside
the Designated Area 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
Designated Area 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 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 and outside the Designated Area 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
Designated 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 Designated
Area. 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. Catering and Delivery. You may not engage in catering and
            delivery services and activities within or outside of the Designated
            Area, unless we authorize you in writing, as further described in
            subparagraph 6.L. We and our affiliate companies will not engage in
            catering and delivery services and activities in the Designated
            Area; however, we have no obligation to enforce similar covenants
            against any other franchisee.

                      TRADEMARK STANDARDS AND REQUIREMENTS

         3.     You  acknowledge  and agree that the Trademarks are our parent
company's  property and it has licensed the use of the Trademarks to us with the
right to sublicense to others.  You further  acknowledge  that your right to use
the Trademarks is specifically conditioned upon the following:

            A. Trademark Ownership. The Trademarks are our parent company's
            valuable property, and it is the owner of all right, title and
            interest in and to the Trademarks and all past, present or future
            goodwill of the Restaurant and of the business conducted at the
            Authorized Location that is associated with or attributable to the
            Trademarks. Your use of the Trademarks will inure to our parent
            company's benefit. You may not, during or after the term of this
            Agreement, engage in any conduct directly or indirectly that would
            infringe upon, harm or contest our parent company's rights in any of
            the Trademarks or the goodwill associated with the Trademarks,
            including any use of the Trademarks in a derogatory, negative, or
            other inappropriate manner in any media, including but not limited
            to print or electronic media.

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            B. Trademark Use. You may not use, or permit the use of, any
            trademarks, trade names or service marks in connection with the
            Restaurant except those set forth in Appendix A or except as we
            otherwise direct in writing. You may use the Trademarks only in
            connection with such products and services as we specify and only in
            the form and manner we prescribe in writing. You must comply with
            all trademark, trade name and service mark notice marking
            requirements. You may use the Trademarks only in association with
            products and services approved by us and that meet our standards or
            requirements with respect to quality, mode and condition of storage,
            production, preparation and sale, and portion and packaging.

            C. Restaurant Identification. You must use the name BUFFALO WILD
            WINGS GRILL & BAR as the trade name of the Restaurant and you may
            not use any other mark or words to identify the Restaurant without
            our prior written consent. You may not use any of 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 may use the Trademarks on various materials,
            such as business cards, stationery and checks, provided you (i)
            accurately depict the Trademarks on the materials as we prescribe,
            (ii) include a statement on the materials indicating that the
            business is independently owned and operated by you, (iii) do not
            use the Trademarks in connection with any other trademarks, trade
            names or service marks unless we specifically approve in writing
            prior to such use, and (iv) make available to us, upon our request,
            a copy of any materials depicting the Trademarks. You must post a
            prominent sign in the Restaurant identifying you as a BUFFALO WILD
            WINGS franchisee in a format we deem reasonably acceptable,
            including an acknowledgment that you independently own and operate
            the Restaurant and that the BUFFALO WILD WINGS Trademark is owned by
            our parent company and your use is under a license we have issued to
            you. All your internal and external signs must comply at all times
            with our outdoor/indoor guidelines and practices, as they are
            modified from time to time.

            D. Litigation. In the event any person or entity improperly uses or
            infringes the Trademarks or challenges your use or our use or
            ownership of the Trademarks, we will control all litigation and we
            have the right to determine whether suit will be instituted,
            prosecuted or settled, the terms of settlement and whether any other
            action will be taken. You must promptly notify us of any such use or
            infringement of which you are aware or any challenge or claim
            arising out of your use of any Trademark. You must take reasonable
            steps, without compensation, to assist us with any action we
            undertake. We will be responsible for our fees and expenses with any
            such action, unless the challenge or claim results from your misuse
            of the Trademarks in violation of this Agreement, in which case you
            must reimburse us for our fees and expenses.

            E. Changes. You may not make any changes or substitutions to the
            Trademarks unless we direct in writing. We reserve the right to
            change the Trademarks at any time. Upon receipt of our notice to
            change the Trademarks, you must cease using the former Trademarks
            and commence using the changed Trademarks, at your expense. If the
            changes to the Trademarks require substantial remodeling due to a
            modernization in trade dress, the expenditure will be considered
            toward the Maximum Modernization Amount described in subparagraph
            5.E. If the changes to the Trademarks result in a required change to
            outdoor signage, such changes will be subject to the provisions in
            5.F.

                                TERM AND RENEWAL

         4.     The following provisions control with respect to the term and
renewal of this Agreement:

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            A. Term. The initial term of this Agreement is 20 years, unless this
            Agreement is sooner terminated in accordance with Paragraph 13. The
            initial term commences upon the Effective Date (as defined in
            subparagraph 15.S) of this Agreement. We may extend this initial
            term in writing for a limited period of time not to exceed 6 months
            to take into account the term of any applicable lease for the
            Authorized Location.

            B. Renewal Term and Conditions of Renewal. You may renew your
            license for two renewal terms, (the first renewal term is 10 years;
            the second renewal term is 5 years), provided that with respect to
            each renewal: (i) you have given us written notice of your decision
            to renew at least 6 months but not more than 12 months prior to the
            end of the expiring term; (ii) you sign our then-current form of
            franchise agreement (modified to reflect no additional renewal term
            upon expiration and other modifications to reflect that the
            agreement relates to the grant of a renewal), the terms of which may
            differ from this Agreement, including higher fees and a modification
            to the Designated Area (although in no event will the revised
            Designated Area have a residential population of the lesser of
            approximately 30,000 to 40,000 or the residential population that
            existed as of the Effective Date); (iii) you have complied with the
            provisions of subparagraph 5.E regarding modernization and, in
            addition, 6 months prior to the end of the initial term, you perform
            any further items of modernization and/or replacement of the
            building, premises, trade dress, equipment and grounds as may be
            necessary for your Restaurant to conform to the standards then
            applicable to new BUFFALO WILD WINGS restaurants, regardless of the
            cost of such modernizations and/or replacements, unless we determine
            that you should relocate your Restaurant because your Authorized
            Location no longer meets our then-current site criteria, in which
            case you must comply with the 90 and 240 day relocation requirements
            of subparagraph 5.D; (iv) you are not in default of this Agreement
            or any other agreement pertaining to the franchise granted, have
            satisfied all monetary and material obligations on a timely basis
            during the term and are in good standing; (v) if leasing the
            Restaurant premises (and not subject to relocation under (iii)
            above), you have renewed the lease and have provided written proof
            of your ability to remain in possession of the premises throughout
            the renewal period; (vi) you comply with our then-current training
            requirements; (vii) you pay us, at least 30 days prior to the end of
            the expiring term, a renewal fee in the amount of $20,000; and
            (viii) you and your Principal Owners and guarantors execute a
            general release of claims in a form we prescribe.

            C. Relocation Upon Renewal. If, as a condition of renewal, we
            require you to relocate your Restaurant pursuant to subparagraph
            4.B(iii) above, you may renew your license for two renewal terms
            (the first renewal term for 15 years and the second renewal term for
            5 years), provided that with respect to each renewal, you meet all
            conditions stated in subparagraph 4.B.

                       FACILITY STANDARDS AND MAINTENANCE

         5.     You acknowledge and agree that we have the right to establish,
from time to time,  quality  standards  regarding  the  business  operations  of
BUFFALO WILD WINGS  restaurants and stores to protect the distinction,  goodwill
and uniformity  symbolized by the Trademarks  and the System.  Accordingly,  you
agree to  maintain  and  comply  with our  quality  standards  and  agree to the
following terms and conditions:

            A. Restaurant Facility; Site Under Control. You are responsible for
            purchasing or leasing a site that meets our site selection criteria.
            You must obtain our written consent to the 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 must execute the Enrollment Form and Portal Terms
            and Conditions attached as Appendix F and pay GeoVue, Inc. an
            evaluation fee of $400 per site evaluated, but you must pay for the
            rights to have at least 3 sites evaluated and these fees are non
            refundable. If your authorized location is located in an area with a
            lower population or smaller trade area, we may reduce the number of
            required site evaluations. You may not use the Restaurant premises
            or Authorized Location for any purpose other than the operation of a
            BUFFALO WILD WINGS Restaurant during the term of this Agreement. We
            make no guarantees concerning the success of the Restaurant located
            on any site to which we consent.

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            You may not open your Restaurant for business until we have notified
            you in writing that you have satisfied your pre-opening obligations
            as set forth in subparagraphs 5.A and 5.B and we have approved your
            opening date. We are not responsible or liable for any of your
            pre-opening obligations, losses or expenses you might incur for your
            failure to comply with these obligations or your failure to open by
            a particular date. We also are entitled to injunctive relief or
            specific performance under subparagraph 12.C for your failure to
            comply with your obligations.

            In the event that you plan to enter into any type of lease for the
            Restaurant premises, you must provide us a copy of the lease at
            least 10 business days prior to the date you would execute the
            lease; we reserve the right to, in such 10 days period, review and
            approve or reject the lease. We have no responsibility for the
            lease; it is your sole responsibility to evaluate, negotiate and
            enter into the lease for the Restaurant premises. You and your
            landlord are required to sign the Lease Addendum attached as
            Appendix C. We require you submit the Lease Addendum to the landlord
            at the beginning of your lease review and negotiation, although the
            terms of the Lease Addendum may not be negotiated without our prior
            approval. You must provide us a copy of the executed lease and Lease
            Addendum within 5 days of their execution.

            You must execute, and provide us an executed copy of your lease
            (including an executed copy of the Lease Addendum) or the purchase
            agreement for the selected and approved site for your Restaurant
            within 120 days from the date of execution of this Agreement if the
            Restaurant will be in a free standing location or within 90 days
            from the execution of this Agreement if the selected and consented
            to site for the Restaurant is in a non-free standing location. If
            you fail to have your "site under control" (execute the lease or the
            purchase agreement within the periods set forth in this
            subparagraph), we will have the right to terminate this Agreement
            without opportunity to cure pursuant to subparagraph 13.B.2.

            B. Construction; Future Alteration. You must construct and equip the
            Restaurant in strict accordance with our current approved
            specifications and standards pertaining to equipment, inventory,
            signage, fixtures, furnishings, accessory features (including sports
            memorabilia) and design and layout of the building. You may not
            commence construction of the Restaurant until you have received our
            written consent to your building plans. If your Restaurant is not
            constructed strictly according to the previously consented building
            plans, we will not approve your Restaurant for opening. You will
            have 30 days from the date we deny our approval for opening your
            Restaurant to correct all the construction problems so that your
            Restaurant is strictly constructed according to the consented
            building plans. If you fail to correct the problems within the 30
            day period we may immediately terminate this Agreement pursuant to
            subparagraph 13.B.2. If the Restaurant opening is delayed for the
            foregoing reasons, you will be responsible for any losses and costs
            related to such delay.

            Without limiting the generality of the prior paragraph, you must
            promptly after obtaining possession of the site for the Restaurant:
            (i) retain the services of one of our designated architects; and
            (ii) retain the services a general contractors and audio/visual
            equipment providers and installers, each of whom must have
            successfully gone through our application process or otherwise been
            approved by us in writing (although if this Agreement is for your
            first BUFFALO WILD WINGS restaurant or if you or any of your
            affiliates have failed to timely open any other BUFFALO WILD WINGS
            restaurant in accordance with the terms of any franchise agreement
            with us, you must use one of our designated general contractors and
            audio/visual equipment provider and/or installers); (iii) have
            prepared and submitted for our approval a site survey and basic
            architectural plans and specifications (not for construction)
            consistent with our general atmosphere, image, color scheme and
            ambience requirements as set forth from time to time in the manuals

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            for a BUFFALO WILD WINGS restaurant (including requirements for
            dimensions, exterior design, materials, interior design and layout,
            equipment, fixtures, furniture, signs and decorating); (iv) purchase
            or lease and then, in the construction of the Restaurant, use only
            the approved building materials, equipment, fixtures, audio visual
            equipment, furniture and signs; (v) complete the construction and/or
            remodeling, equipment, fixtures, furniture and sign installation and
            decorating of the Restaurant in full and strict compliance with
            plans and specifications we approve and all applicable ordinances,
            building codes and permit requirements without any unauthorized
            alterations; (vi) obtain all customary contractors' sworn statements
            and partial and final waiver obtain all necessary permits, licenses
            and architectural seals and comply with applicable legal
            requirements relating to the building, signs, equipment and
            premises, including, but not limited to, the Americans With
            Disabilities Act; and (vii) obtain and maintain all required zoning
            changes, building, utility, health, sanitation, liquor and sign
            permits and licenses and any other required permits and licenses (if
            this Agreement is for your first BUFFALO WILD WINGS restaurant or if
            in any previous franchise agreement executed between you or any of
            your affiliates and us, you or any of your affiliates have not met
            your obligations regarding the build out of any previous BUFFALO
            WILD WINGS restaurant, you must retain the services of a company
            specialized in assisting restaurant operators during the
            construction process to assist you in submitting, processing,
            monitoring and obtaining in a timely manner all necessary
            construction documents, licenses and permits and to advise you
            throughout the construction of your Restaurant). It is your
            responsibility to comply with the foregoing conditions.

            If this is not your first BUFFALO WILD WINGS restaurant and you have
            opened all others on a timely basis, you may request that we approve
            a general contractor that is not on our current list of approved
            suppliers. You must pay us a $5,000 processing fee to process your
            request to qualify the general contractor. If you want to use an
            audio/visual equipment provider/installer who is not on our list of
            approved suppliers (whether it is for your first or any subsequent
            restaurant), you must pay us $250 for any audio/visual equipment
            provider/installer that you submit for our qualification. You also
            must pay a bid review fee of $150 and a final inspection fee of $500
            for audio/visual related services (in addition to travel expenses of
            the inspector), regardless of whether you use a newly approved or
            previously approved audio/visual provider and installer. Your
            general contractor may not be your audio/visual equipment provider
            and installer. You, your affiliates or your Principal Owners, or any
            person related to, or any entity controlled by your Principal Owners
            may not be your general contractor unless you have requested our
            approval, you have paid the $5,000 qualification processing fee, and
            we have approved your request. If you have signed an Area
            Development Agreement for 8 or more restaurants, you also may
            request approval an architect that is not on our list of approved
            suppliers. The architect will be required to attend a two day
            training session at our Minneapolis headquarters, at a cost of
            $7,500.

            Any change to the building plans or any replacement, reconstruction,
            addition or modification in the building, interior or exterior decor
            or image, equipment or signage of the Restaurant to be made after
            our consent is granted for initial plans, whether at the request of
            you or of us, must be made in accordance with specifications that
            have received our prior written consent. You may not commence such
            replacement, reconstruction, addition or modification until you have
            received our written consent to your revised plans.

            You must begin substantial construction (site work, utility
            infrastructure and building erection) of the Restaurant at least 150
            days before the deadline to open the Restaurant 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. You must provide us weekly development
            and construction reports in the form we designate from the date you
            begin development until the date you open the Restaurant. For
            instance, you must contact us weekly and provide checklists and
            digital photos during construction. In addition, on or before the
            deadlines to start construction you must submit to us executed
            copies of any loan documents and any other document that proves that

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<PAGE>

            you have secured adequate financing to complete the construction of
            the Restaurant by the date you are obligated to have the Restaurant
            open and in operation. In the event that you fail to begin
            construction or to secure financing pursuant to this paragraph, we
            will have the right to terminate this Agreement without opportunity
            to cure pursuant to subparagraph 13.B.2.

            C. Maintenance. The building, equipment, fixtures, furnishings,
            signage and trade dress (including the interior and exterior
            appearance) employed in the operation of your Restaurant must be
            maintained and refreshed in accordance with our requirements
            established periodically and any of our reasonable schedules
            prepared based upon periodic evaluations of the premises by our
            representatives. Within a period of 30-45 days (as we determine
            depending on the work needed) after the receipt of any particular
            report prepared following such an evaluation, you must effect the
            items of maintenance we designate, including the repair of defective
            items and/or the replacement of irreparable or obsolete items of
            equipment and interior signage. If, however, any condition presents
            a threat to customers or public health or safety, you must effect
            the items of maintenance immediately, as further described in
            subparagraph 6.G. The items of maintenance generally result from
            common wear and tear over a period of time, accidents or lack of
            care. Examples include, but are not limited to, repairing or
            replacing HVAC equipment, plumbing and electrical systems that are
            not functioning properly; repairing a leaking roof; repairing or
            replacing broken operational and audio-visual equipment; refreshing
            general appearance items such as paint (interior and exterior) and
            landscaping; replacing worn carpet, furniture and other furnishings;
            and conducting routine maintenance of areas that affect the
            appearance of the Restaurant and goodwill of the Trademarks such as
            the appearance of the outdoor signage, the parking lot and dumpster
            area. Items of maintenance will not be considered items of
            modernization or replacement under subparagraph 5.E and, therefore,
            any expenses for maintenance will not be counted towards the Maximum
            Modernization Amount that you are required to spend pursuant to
            subparagraph 5.E.

            D. Relocation. If you need to relocate because of condemnation,
            destruction, or expiration or cancellation of your lease for reasons
            other than your breach, we will grant you authority to do so at a
            site acceptable to us that is within your Designated Area; provided
            that (i) the new site has been evaluated by the proprietary site
            evaluator software that has been developed by GeoVue, Inc. (or by
            the proprietary site evaluation system then being used by us) and
            you have paid the $400 evaluation fee, provided, that you must
            purchase the rights to have at least 3 sites evaluated unless we
            determine your trade area does not require 3 evaluations; (ii) we
            have consented in writing to the new site; (iii) the new Restaurant
            is under construction within 90 days after you discontinue operation
            of the Restaurant at the Authorized Location; and (iv) the new
            Restaurant is open and operating within 240 days after construction
            commences, all in accordance with our then-current standards. If you
            voluntarily decide to relocate the Restaurant, your right to
            relocate the Restaurant will be void and your interest in this
            Agreement will be voluntarily abandoned, unless you have given us
            notice of your intent to relocate not less than 60 days prior to
            closing the Restaurant, have procured a site that has been evaluated
            by the proprietary site evaluator software that has been developed
            by GeoVue, Inc. (or by the proprietary site evaluation system then
            being used by us) and accepted by us within 60 days after closing
            the prior Restaurant, have opened the new Restaurant for business
            within 180 days of such closure and complied with any other
            conditions that we reasonably require. You must pay the costs of any
            relocation, and we reserve the right to charge you for any
            reasonable costs that we incur.

            In the event your Restaurant is destroyed or damaged and you repair
            the Restaurant at the Authorized Location (rather than relocate the
            Restaurant), you must repair and reopen the Restaurant at the
            Authorized Location in accordance with our then-current standards
            for the destroyed or damaged area within 240 days of the date of
            occurrence of the destruction or damage.

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<PAGE>

            You do not have the right to relocate in the event you lose the
            right to occupy the Restaurant premises because of the cancellation
            of your lease due to your breach. The termination or cancellation of
            your lease due to your breach is grounds for immediate termination
            under subparagraph 13.B.2.

            E. Modernization or Replacement. From time to time as we require,
            you must effect items of modernization and/or replacement of the
            building, premises, trade dress, equipment and grounds as may be
            necessary for your Restaurant to conform to the standards for
            similarly situated new BUFFALO WILD WINGS restaurants. The maximum
            cumulative amount (the "Maximum Modernization Amount") that you will
            be required to spend during the initial term of this Agreement
            depends on whether your Restaurant is a free standing location and
            is established as follows:

                        (i) Free Standing Locations (a single use, single
                        tenant, unattached building or pad site). You will be
                        required to spend no more than $185,000 during the
                        initial 10 years of this Agreement and $50,000 during
                        years 11-15. If we do not require you to spend $185,000
                        during the first 10 years of the Agreement, we may
                        require you to spend the remaining amount, in addition
                        to the $50,000, during years 11-15. If we do not require
                        you to spend $235,000 during the first 15 years of this
                        Agreement, we may require you to spend the remaining
                        amount up to $235,000 during years 16-20.

                        (ii) Non-Free Standing Locations. You will be required
                        to spend no more than $155,000 during the initial 10
                        years of this Agreement and $25,000 during years 11-15.
                        If we do not require you to spend $155,000 during the
                        first 10 years of the Agreement, we may require you to
                        spend the remaining amount, in addition to the $25,000,
                        during years 11-15. If we do not require you to spend
                        $180,000 during the first 15 years of this Agreement, we
                        may require you to spend the remaining amount up to
                        $180,000 during years 16-20.

            Notwithstanding the prior paragraphs, we will not require you to
            make any modernization expenditures during the first three years of
            this Agreement. Thereafter, however, you must complete to our
            satisfaction any changes we require within 24 months from the date
            you are notified of any required changes, except for outdoor signage
            as set forth in subparagraph 5.F.

            Each and every transfer of any interest in this Agreement or your
            business governed by Paragraph 11 or renewal covered by Paragraph 4
            is expressly conditioned upon your compliance with these
            requirements at the time of transfer or renewal without regard to
            the Maximum Modernization Amount.

            The Maximum Modernization Amount will be adjusted every 5-year
            period in accordance with any change in the National Consumer Price
            Index - All Urban Consumers for the recently completed 5-year
            period, as described in subparagraph 16.Q. The Maximum Modernization
            Amount does not include any required expenditures for equipment or
            leasehold improvements necessary to prepare new product offerings.
            Furthermore, you must perform general, continued maintenance and
            refreshing of the Restaurant premises whenever necessary as set
            forth in subparagraph 5.C and at a cost not included in the Maximum
            Modernization Amount.

            You acknowledge and agree that the requirements of this subparagraph
            5.E are both reasonable and necessary to insure continued public
            acceptance and patronage of BUFFALO WILD WINGS restaurants and to
            avoid deterioration or obsolescence in connection with the operation
            of the Restaurant. If you fail to make any improvement as required
            by this subparagraph or perform the maintenance described in
            subparagraph 5.C, we may, in addition to our other rights in this
            Agreement, effect such improvement or maintenance and you must
            reimburse us for the costs we incur.

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<PAGE>

            F. Signage. The outdoor signage at your Restaurant must comply with
            our then current specifications, which we may modify and change from
            time to time due to modifications to the System, including changes
            to the Trademarks. You must make such changes to the outdoor signage
            as we require. We will pay for 1/3 of the cost to replace your
            outdoor signage if: (i) your Restaurant's sign is less than 2 years
            old and (ii) we require that you replace the sign within one year
            from the date of notification. In any case, your failure to replace
            the signage within 15 months from the date of notification will
            constitute a default of this Agreement under Paragraph 13. Any
            upgrades to the type or size of your outdoor signage will be at your
            expense. Your costs for the signage will be included in the Maximum
            Modernization Amount under subparagraph 5.E.

               PRODUCTS AND OPERATIONS STANDARDS AND REQUIREMENTS

         6.     You must implement and abide by our requirements and
recommendations directed to enhancing substantial System uniformity. The
following provisions control with respect to products and operations:

            A. Authorized Menu. Your business must be confined to the
            preparation and sale of only such Menu Items and other food and
            beverage products as we designate and approve in writing from time
            to time for sale by your Restaurant. You must offer for sale from
            the Restaurant all items and only those items listed as Menu Items
            and other approved food and beverage products. We have the right to
            make modifications to these items from time to time, and you agree
            to comply with any modifications. You may not offer or sell any
            other product or service at the Authorized Location without our
            prior written consent.

            B. Authorized Products and Ingredients. You must use in the
            operation of the Restaurant and in the preparation of Menu Items and
            other food and beverage products only the proprietary sauces and
            mixes and other proprietary and non-proprietary ingredients,
            recipes, formulas, cooking techniques and processes and supplies,
            and must prepare and serve Menu Items and products in such portions,
            sizes, appearance, taste and packaging, all as we specify in our
            most current product preparation materials or otherwise in writing.
            We will supply to you a copy of the current product preparation
            materials prior to opening the Restaurant. You acknowledge and agree
            that we may change these periodically and that you are obligated to
            conform to the requirements. All supplies, including containers,
            cups, plates, wrapping, eating utensils, and napkins, and all other
            customer service materials of all descriptions and types must meet
            our standards of uniformity and quality. You acknowledge that the
            Restaurant must at all times maintain an inventory of ingredients,
            food and beverage products and other products, material and supplies
            that will permit operation of the Restaurant at maximum capacity.

            C. Approved Supplies and Suppliers. We will furnish to you from time
            to time lists of approved supplies or approved suppliers. You must
            only use approved products, services, inventory, equipment,
            fixtures, furnishings, signs, advertising materials, trademarked
            items and novelties, and other items or services (collectively,
            "approved supplies") in connection with the design, construction and
            operation of the Restaurant as set forth in the approved supplies
            and approved suppliers lists, as we may amend from time to time.
            Although we do not do so for every item, we have the right to
            approve the manufacturer, distributor and/or supplier of approved
            supplies and in some instances, require that you use designated
            sources or suppliers. Along with a number of other approval
            criteria, to be an approved supplier, the supplier must have the
            ability to provide the product and/or service, on a national basis,
            to at least 80% of the then existing Restaurants. You acknowledge
            and agree that certain approved supplies may only be available from
            one source, and we or our affiliates may be that source. All
            inventory, products, materials and other items and supplies used in
            the operation of the Restaurant that are not included in the
            approved supplies or approved suppliers lists must conform to the
            specifications and standards we establish from time to time.
            ALTHOUGH APPROVED OR DESIGNATED BY US, WE AND OUR AFFILIATES MAKE NO
            WARRANTY AND EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES

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<PAGE>

            OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WITH
            RESPECT TO SERVICES, PRODUCTS, EQUIPMENT (INCLUDING, WITHOUT
            LIMITATION, ANY REQUIRED COMPUTER SYSTEMS), SUPPLIES, FIXTURES,
            FURNISHINGS OR OTHER APPROVED ITEMS. IN ADDITION, WE DISCLAIM ANY
            LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES RENDERED
            OR PRODUCTS FURNISHED BY ANY SUPPLIER APPROVED OR DESIGNATED BY US.
            OUR APPROVAL OR CONSENT TO ANY SERVICES, GOODS, SUPPLIERS, OR ANY
            OTHER INDIVIDUAL, ENTITY OR ANY ITEM SHALL NOT CREATE ANY LIABILITY
            TO US.

            D. Computer System. You must purchase and use any computer system
            that we develop or select for the Restaurant, including all future
            updates, supplements and modifications (the "Computer System"). Any
            updates, supplements or modifications are not subject to or part of
            the Maximum Modernization Amount defined in subparagraph 5.E. The
            Computer System may include all hardware and software used in the
            operation of the Restaurant, including electronic point-of-sale cash
            registers and back office programs used to record, analyze and
            report sales, labor, inventory and tax information. The computer
            software package developed for use in the Restaurant may include
            proprietary software. You may be required to license the proprietary
            software from us, an affiliate or a third party and you also may be
            required to pay a software licensing or user fee in connection with
            your use of the proprietary software. All right, title and interest
            in the software will remain with the licensor of the software. The
            computer hardware component of the Computer System must conform to
            specifications we develop. We reserve the right to designate a
            single source from whom you must purchase the Computer System. You
            acknowledge and agree that we will have full and complete access to
            information and data entered and produced by the Computer System.
            You must, at all times, have at the Authorized Location internet
            access with a form of high speed connection as we require and you
            must maintain: (i) an email account for our direct correspondence
            with the Control Person; and (ii) a separate email account for the
            Restaurant.

            E. Serving and Promotional Items. All sales promotion material,
            customer goodwill items, cartons, containers, wrappers and paper
            goods, eating and serving utensils and other items, and customer
            convenience items used in the sales promotion, sale and distribution
            of products covered by this Agreement are subject to our approval
            and must, where practicable, contain one or more of the Trademarks.
            We may require you to carry and offer for sale in the Restaurant a
            representative supply of approved trademarked clothing and other
            novelty items, including special promotional items that we develop
            and market from time to time.

            F. Health and Sanitation. Your Restaurant must be operated and
            maintained at all times in compliance with any and all applicable
            health and sanitary standards prescribed by governmental authority.
            You also must comply with any standards that we prescribe. In
            addition to complying with such standards, if the Restaurant is
            subject to any sanitary or health inspection by any governmental
            authorities under which it may be rated in one or more than one
            classification, it must be maintained and operated so as to be rated
            in the highest available health and sanitary classification with
            respect to each governmental agency inspecting the same. In the
            event you fail to be rated in the highest classification or receive
            any notice that you are not in compliance with all applicable health
            and sanitary standards, you must immediately notify us of such
            failure or noncompliance.

            G. Evaluations. We or our authorized representative have the right
            to enter your Restaurant at all reasonable times during the business
            day for the purpose of making periodic evaluations and to ascertain
            if the provisions of this Agreement are being observed by you, to
            inspect and evaluate your building, land and equipment, and to test,
            sample, inspect and evaluate your supplies, ingredients and
            products, as well as the storage, preparation and formulation and
            the conditions of sanitation and cleanliness in the storage,
            production, handling and serving. If we determine that any condition
            in the Restaurant presents a threat to customers or public health or

                                       12
<PAGE>

            safety, we may take whatever measures we deem necessary, including
            requiring you to immediately close the Restaurant until the
            situation is remedied to our satisfaction. Our inspections and
            evaluations may include a "mystery shopper" program from time to
            time throughout the term of this Agreement. We hire various vendors
            who send the "mystery shoppers" into the BUFFALO WILD WINGS
            restaurants. You will be obligated to pay for 3 "mystery shopper"
            visits during the first 3 months after you open your Restaurant. In
            addition, any time you fail an evaluation, by us or by a mystery
            shopper, you must pay the next three mystery shoppers we send to
            your Restaurant. The current fee charged by the vendors is
            approximately $100 fee per visit, which you must pay directly to the
            vendor. The fee per visit includes the reimbursement of the tab paid
            by the mystery shopper for the items consumed at your Restaurant
            and, therefore, the actual fee for each visit will vary.

            H. Period of Operation. Subject to any contrary requirements of
            local law, your Restaurant must be opened to the public and operated
            at least 12 hours each day of the year, although you have the option
            to close your Restaurant on Thanksgiving, Christmas Eve, Christmas
            Day and Easter. Any variance from this provision must be authorized
            by us in writing. You acknowledge and agree that if your Restaurant
            is closed for a period of 2 consecutive days or 5 or more days in
            any 12-month period without our prior written consent, such closure
            constitutes your voluntary abandonment of the franchise and business
            and we have the right, in addition to other remedies provided for
            herein, to terminate this Agreement. Acts of God, war, strikes,
            riots or other force majeure cause preventing you temporarily from
            complying with the foregoing will suspend compliance for the
            duration of such interference.

            I. Operating Procedures. You must adopt and use as your continuing
            operational routine the required standards, service style,
            procedures, techniques and management systems described in our
            manuals or other written materials relating to product preparation,
            menu, storage, uniforms, financial management, equipment, facility
            and sanitation. We will revise the manuals and these standards,
            procedures, techniques and management systems periodically to meet
            changing conditions of retail operation in the best interest of
            restaurants operating under the Trademarks. Any required standards
            exist to protect our interests in the System and the Trademarks and
            not for the purpose of establishing any control or duty to take
            control over those matters that are reserved to you. You must use
            your best efforts to promote and increase the sales and service of
            Menu Items and to effect the widest and best possible distribution
            throughout the Designated Area.

            You acknowledge having received one copy of the manuals on loan from
            us for the term of this Agreement. You acknowledge and agree that
            the manuals and other system communications may only be available on
            the internet or other online or computer communications. The manuals
            at all times are our sole property. You must at all times treat the
            manuals, and the information they contain, as secret and
            confidential, and must use all reasonable efforts to maintain such
            information as secret and confidential. We may from time to time
            revise the contents of the manuals and you expressly agree to comply
            with each new or changed requirement. You must at all times insure
            that your copy of the manuals are kept current and up to date, and
            in the event of any dispute as to the contents of said manuals, the
            terms of the master copy of the manuals that we maintain are
            controlling.

            J. Confidential Information. You, the Principal Owners, the Unit
            General Manager, your guarantors, officers, directors, members,
            managers, partners, employees or agents, or any other individual or
            entity related to, or controlled by, you may not, during the term of
            this Agreement or thereafter, 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 any
            Confidential Information. For purposes of this Agreement,
            "Confidential Information" means 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

                                       13
<PAGE>

            internet or other online or computer communications, and any other
            knowledge or know-how concerning the methods of operation of the
            Restaurant, as well as the content of this Agreement and any other
            document executed in connection with this Agreement. Any and all
            Confidential Information, including, without limitation, proprietary
            ingredients, sauces and mixes, secret formulas and recipes, methods,
            procedures, suggested pricing, specifications, processes, materials,
            techniques and other data, may not be used for any purpose other
            than operating the Restaurant. We may require that you obtain
            nondisclosure and confidentiality agreements in a form satisfactory
            to us from any persons owning a minority interest in the franchisee,
            the Principal Owners, the Unit General Manager and other key
            employees. You must provide executed copies of these agreements to
            us upon our request. Notwithstanding the foregoing, you are
            authorized to disclose the terms of this Agreement to any lender
            providing you financing for the Restaurant as well as to your
            landlord.

            K. Vending Services. You may not install or maintain on the premises
            of the Restaurant any newspaper racks, video games, jukeboxes, gum
            machines, games, rides, vending machines, or other similar devices
            without our prior written approval. If you install any such devices
            without our prior written approval, you must remove them within 3
            days from receiving written notice from us. Pool tables, cigarette
            vending machines, gambling and gaming machines or games of chance
            are not allowed. Any income from vending services in the Restaurant
            or on its premises, regardless of which person or entity collects
            the money, and regardless of whether we authorized you to install
            them, must be included in Gross Sales for purposes of your Royalty
            Fee and Advertising Fee. Upon our written approval, the money
            derived from services provided by charitable organizations or
            services that are for customer convenience, such as pay phones or
            cash machines, will not be included in Gross Sales.

            L. Catering and Delivery Services. If you want to offer catering or
            delivery service to customers, you must obtain our prior written
            approval, which we will not withhold unreasonably, although we
            reserve the right to require you to offer catering service to
            customers located within the Designated Area. Any catering or
            delivery services must meet our written standards. You also must
            charge the same price for products offered by the Restaurant whether
            delivered or catered by or sold in the Restaurant. Any income from
            catering or delivery services must be included in Gross Sales for
            purposes of your Royalty Fee and Advertising Fee.

            M. Compliance with Law; Licenses and Permits. You must at all times
            maintain your premises and conduct your Restaurant operations in
            compliance with all applicable laws, regulations, codes and
            ordinances. You must secure and maintain in force all required
            licenses, including a liquor license, permits and certificates
            relating to your Restaurant. In the event your liquor license is
            suspended or revoked, in addition to our right to terminate this
            Agreement pursuant to subparagraph 13.B, we reserve the right to
            charge you the Royalty Fee on the Gross Sales you would have
            received on the lost liquor sales during the license suspension. We
            will estimate the Gross Sales based on the prior year's Gross Sales
            for the suspension period.

            You acknowledge that you are an independent business and responsible
            for control and management of your Restaurant, including, but not
            limited to, the hiring and discharging of your employees and setting
            and paying wages and benefits of your employees. You acknowledge
            that we have no power, responsibility or liability in respect to the
            hiring, discharging, setting and paying of wages or related matters.

            You must immediately notify us in writing of any claim, litigation
            or proceeding that arises from or affects the operation or financial
            condition of your BUFFALO WILD WINGS business or Restaurant,
            including any notices of health code violations or liquor license
            violations.

                                       14
<PAGE>

            N. Participation in Internet Web Sites or Other Online
            Communications. You must, at your expense, participate in our
            BUFFALO WILD WINGS web site on the internet, our intranet system or
            other online communications as we may require. For instance, you
            must submit to us daily reports via our intranet system, as further
            described in subparagraph 9.H. We have the right to determine the
            content and use of our web site and intranet system and will
            establish the rules under which franchisees may or must participate.
            You may not separately register any domain name containing any of
            the Trademarks nor participate in any web site that markets goods
            and services similar to a BUFFALO WILD WINGS restaurant. We retain
            all rights relating to our web site and intranet system and may
            alter or terminate our web site or intranet system. Your general
            conduct on our web site and intranet system or other online
            communications and specifically your use of the Trademarks or any
            advertising is subject to the provisions of this Agreement. You
            acknowledge that certain information related to your participation
            in our web site or intranet system may be considered Confidential
            Information, including access codes and identification codes. Your
            right to participate in our web site and intranet system, or
            otherwise use the Trademarks or System on the internet or other
            online communications, will terminate when this Agreement expires or
            terminates.

            O. System Modifications. You acknowledge and agree that we have the
            right to modify, add to or rescind any requirement, standard or
            specification that we prescribe under this Agreement to adapt the
            System to changing conditions competitive circumstances, business
            strategies, business practices and technological innovations and
            other changes as we deem appropriate. You must comply with these
            modifications, additions or rescissions at your expense, subject to
            the requirements of subparagraph 5.E and any other express
            limitations set forth in this Agreement.

            P. Suggested Pricing Policies. We may, from time to time, make
            suggestions to you with regard to your pricing policies.
            Notwithstanding any suggestions, you have the sole and exclusive
            right as to the minimum prices you charge for the services offered
            at the Restaurant. We retain the right to establish maximum prices
            to be charged by you for sales promotions or otherwise. Any list or
            schedule of prices we furnish to you may, unless otherwise
            specifically stated as to the maximum price, be treated as a
            recommendation only and failure to accept or implement any such
            suggestion will not in any way affect the relationship between you
            and us.

                       PERSONNEL AND SUPERVISION STANDARDS

         7.     The following provisions and conditions control with respect to
personnel, training and supervision:

            A. Supervision. You must have a Control Person and a Unit General
            Manager that meet our standards and qualifications at all times
            during the term of this Agreement. Your Control Person and Unit
            General Manager must attend and successfully complete all required
            training, as set forth in subparagraphs 7.B - E. Should any actions
            (or inactions) of your Control Person or Unit General Manager cause
            the individual to fail to meet our standards and qualifications or
            should the action (or inaction) bring or tend to bring any of the
            Trademarks into disrepute or impair or tend to impair your or your
            Restaurant's reputation or the goodwill of the Trademarks, your
            Restaurant or the BUFFALO WILD WINGS system, we have the right to
            require that you replace the Control Person or Unit General Manager
            with an individual who meets our standards and qualifications within
            30 days. Any new Control Person or Unit General Manager must attend
            and successfully complete our training requirements immediately
            after being appointed by you. The Control Person and Unit General
            Manager must insure that the Restaurant is operated in accordance
            with the terms and conditions of this Agreement, although this in no
            way relieves you of your responsibilities to do so. Your Control
            Person also must be readily and continuously available to us. In
            addition to the Control Person and your Unit General Manager, you
            must have at least two assistant managers at all times during the
            term of this Agreement.

                                       15
<PAGE>

            B. Training. You must, at your expense, comply with all of the
            training requirements we prescribe for the Restaurant to be
            developed under this Agreement. The Control Person, the Unit General
            Manager and at least one of your assistant managers must attend
            training and complete training to our satisfaction. The training
            requirements may vary depending on our assessment of the experience
            of the Control Person, the Unit General Manager and the assistant
            managers or other factors specific to the Restaurant. In the event
            you are given notice of default as set forth in subparagraphs 13.A
            and B and the default relates, in whole or in part, to your failure
            to meet any operational standards, we have the right to require as a
            condition of curing the default that you, the Control Person, the
            Unit General Manager and the assistant managers, at your expense,
            comply with the additional training requirements we prescribe. Any
            new Control Person or Unit General Manager must comply with our
            training requirements immediately after being appointed by you.
            Under no circumstances may you permit management of the Restaurant's
            operations by a person who has not successfully completed to our
            reasonable satisfaction all applicable training we require.

            C. Ongoing Training. We may require the Control Person, the Unit
            General Manager, the assistant managers and other key employees of
            the Restaurant to attend, at your expense, ongoing training at our
            training facility, the Authorized Location or other location we
            designate. In addition, we may develop and require you to purchase
            an in-restaurant training program.

            D. Staffing. You will employ a sufficient number of competent and
            trained employees to insure efficient service to your customers. You
            must require all your employees to work in clean uniforms approved
            by us, but furnished at your cost or the employees' cost as you may
            determine. No employee of yours will be deemed to be an employee of
            ours for any purpose whatsoever.

            E. Attendance at Meetings. You and the Control Person must attend,
            at your expense, all annual franchise conventions we may hold or
            sponsor and all meetings relating to new products or product
            preparation procedures, new operational procedures or programs,
            training, restaurant management, sales or sales promotion, or
            similar topics. If you or the Control Person are not able to attend
            a meeting or convention, you must notify us prior to the meeting and
            must have a substitute person acceptable to us attend the meeting.
            In addition, your Unit General Manager(s) must attend the annual
            training meeting for Unit General Managers that we may hold or
            sponsor, at your own expense. We reserve the right to require that
            you and/or your Control Person attend any additional meetings that
            we deem appropriate under special circumstances, provided however,
            that we will not require more than one additional meeting every year
            and we will give you written notice of any such meeting at least 10
            days prior to the meeting.

                                   ADVERTISING

         8.     You agree to actively promote your Restaurant, to abide by all
of our advertising requirements and to comply with the following provisions:

            A. Advertising Fund. You must pay to us an Advertising Fee as set
            forth in subparagraph 9.C. All Advertising Fees will be placed in an
            Advertising Fund that we own and manage. On behalf of our company
            and affiliate owned restaurants (except for "Special Sites"), we
            will pay the same Advertising Fee as similarly situated franchised
            restaurants (based on age and type of location) in the same local
            marketing area. The Advertising Fund is not a trust or escrow
            account, and we have no fiduciary obligation to franchisees with
            respect to the Advertising Fund; provided, however, we will make a
            good faith effort to expend such fees in a manner that we determine
            is in the general best interests of the System. We have the right to
            determine the expenditures of the amounts collected and the methods
            of marketing, advertising, media employed and contents, terms and
            conditions of marketing campaigns and promotional programs. Because
            of the methods used, we are not required to spend a prorated amount
            on each restaurant or in each advertising market. We have the right

                                       16
<PAGE>

            to make disbursements from the Advertising Fund for expenses
            incurred in connection with the cost of formulating, developing and
            implementing marketing, advertising and promotional campaigns. The
            disbursements may include payments to us for the expense of
            administering the Advertising Fund, including accounting expenses
            and salaries and benefits paid to our employees engaged in the
            advertising functions. If requested, we will provide you an annual
            unaudited statement of the financial condition of the Advertising
            Fund.

            B. Required Local Expenditures, Approved Materials. You must use
            your best efforts to promote and advertise the Restaurant and
            participate in any local marketing and promotional programs we
            establish from time to time. In addition to the Advertising Fee, you
            are required to spend 1/2% of your Gross Sales on approved local
            marketing and promotion. Upon our request, you must provide us with
            itemization and proof of marketing and an accounting of the monies
            that you have spent for approved local marketing. If you fail to
            make the required expenditure, we have the right to collect and
            contribute the deficiency to the Advertising Fund. You must use only
            such advertising materials as we furnish, approve or make available,
            and the materials must be used only in a manner that we prescribe.
            Furthermore, any promotional activities you conduct in the
            Restaurant or on its premises are subject to our approval.

            We will not unreasonably withhold approval of any sales promotion
            materials and activities; provided that they are current, in good
            condition, in good taste and accurately depict the Trademarks. You
            must use point-of-sale posters or other promotional materials that
            depict any of the Trademarks only in connection with your sale of
            approved Menu Items at the Restaurant. Any point-of-sale posters or
            other promotional materials used by you must be current and in good
            condition. To that end, we may make available at a reasonable cost
            to you annually or at other reasonable intervals, and when made
            available you must purchase, a sales promotion kit containing new
            point-of-sale and other promotional materials; however, the cost of
            the sales promotion kit may be included from time to time as
            determined by us in the Advertising Fee described in subparagraph
            9.C.

            C. Advertising Cooperatives. We have the right to designate local
            advertising markets and if designated, you must participate in and
            contribute to the cooperative advertising and marketing programs in
            your designated local advertising market. If established, you must
            contribute the 1/2% of Gross Sales you are required to spend on
            local marketing and promotion to the local cooperative. If, however,
            the cooperative votes to spend a percentage greater than 1/2% per
            location, you must contribute such amount. Each BUFFALO WILD WINGS
            restaurant, including those operated by us, our parent company or
            our affiliates (except Special Sites) within a designated local
            advertising area is a member of the local advertising cooperative
            and each restaurant has one vote on all matters requiring a vote.
            Each advertising cooperative will be required to adopt governing
            bylaws that meet our approval. We will provide each advertising
            cooperative with a sample form of bylaws, containing certain terms
            and conditions that we require, although the bylaws can not modify
            the voting structure set forth in this paragraph. You will be
            required to contribute to the cooperative the percentage as
            designated by a majority vote of the cooperative members. We reserve
            the right to administer the advertising cooperatives' funds and
            require payment from its members via electronic funds transfer. The
            contribution amount designated by the cooperative must be on a
            percentage of Gross Sales basis and per Restaurant, and must be at
            least 1/2%. The members of each cooperative and their elected
            officers will be responsible for the administration of the
            advertising cooperative. Each advertising cooperative must engage
            the services of a professional advertising agency or media buyer
            that meets with our approval and has expertise in the industry and
            in the particular market. Further, you must obtain our written
            approval of all promotional and advertising materials, creative
            execution and media schedules prior to their implementation. Each
            advertising cooperative will be required to prepare annual financial
            statements, which must be made available to all franchisee members
            of the cooperative and to us upon request. Also, each advertising
            cooperative must submit to us its meeting minutes upon our request.
            We have the right to require advertising cooperatives to be formed,
            changed, dissolved or merged.

                                       17
<PAGE>

            D. Yellow Pages. You must place a separate listing, or participate
            in a joint listing, in the Yellow Pages of your local telephone
            directory. The listing must contain such copy and proper use of the
            Trademarks as we specify. The cost of the listing must be paid by
            you or, in the case of a joint listing, by you and other
            participating BUFFALO WILD WINGS restaurants. Your cost to advertise
            in the yellow pages as we direct will be included as part of your
            local advertising requirements under subparagraph 8.B. We will not
            specify an unreasonably expensive listing; we may, however, require
            you to advertise in more than one local telephone directory.

            E. Gift Cards, Certificates and Checks. You must use and honor only
            system-wide gift cards, certificates and checks that we designate
            and you must obtain all certificates, cards or checks from an
            approved supplier. We have developed a gift card program and require
            that you sign the Participation Agreement attached as Appendix E. At
            the time of termination or expiration, or the transfer of your
            rights under this Agreement, you must pay all amounts owed by you
            under the Participation Agreement, including those amounts from
            purchased, but unredeemed, gift cards.

            F. Grand Opening Promotion. You must conduct certain advertising and
            public relations activities in connection with the opening of your
            Restaurant, as we specify in writing. We require you to spend, in
            addition to the required local advertising contribution described
            above, $12,500 for such grand opening activities. In addition, you
            must perform a grand opening as mandated by this paragraph every
            time that you (i) relocate the Restaurant or (ii) reopen the
            Restaurant after having it closed for 30 days or more. Upon our
            request, you must provide to us proof of these expenditures. We have
            the right, but not the obligation, to collect and administer these
            funds on your behalf.

                        FEES, REPORTING AND AUDIT RIGHTS

         9.     You must pay the fees described below and comply with the
following provisions:

            A. Initial Franchise Fee. You must pay to us a nonrefundable Initial
            Franchise Fee of $___________. The Initial Franchise Fee, payable in
            full on the date you sign this Agreement, is earned upon receipt and
            is in consideration for our expenses incurred and services rendered
            in granting you the franchise rights.

            B. Royalty Fee. In addition to the Initial Franchise Fee, during the
            full term of this Agreement and in consideration of the rights
            granted to you, you must pay to us as a weekly Royalty Fee. The
            Royalty Fee for the first half of the initial term of this Agreement
            shall be an amount equal to 5% of Gross Sales. The Royalty Fee for
            the second half of the initial term of this Agreement shall be an
            amount equal to the greater of (i) 5% of Gross Sales or (ii) the
            Royalty Fee being charged by us under our form of franchise
            agreement being used by us at any time during the second half of the
            initial term of the Agreement (or, if no form of franchise agreement
            is being used by us on such date, the Royalty Fee being charged by
            us under our latest form of franchise agreement), provided that the
            Royalty Fee may not be increased by more than 1/2% at any time
            during the initial term of the Agreement. The amount of the Royalty
            Fee for any renewal term shall be that provided in the franchise
            agreement executed for such renewal term.

            C. Advertising Fee. You must pay to us a weekly Advertising Fee in
            an amount equal to 3% of Gross Sales. We reserve the right to
            increase this percentage upon 60 days written notice to you,
            provided, however, that we may not increase the Advertising Fee by
            more than 1/2% per year and that the Advertising Fee will not exceed
            4% for the initial term of this Agreement. These fees are not held
            by us in trust and become our property to be spent in accordance
            with Paragraph 8 of this Agreement.

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<PAGE>

            D. Computations and Remittances. Except for the Initial Franchise
            Fee, you must compute all amounts due and owing at the end of each
            week's operation and remittance for the amounts must be made to us
            on or before Friday of the following week, accompanied by the
            reports required by subparagraph 9.H of this Agreement. We reserve
            the right to change the reporting day of the week for any or all
            amounts. You must certify the computation of the amounts in the
            manner and form we specify, and you must supply to us any supporting
            or supplementary materials as we reasonably require to verify the
            accuracy of remittances. You waive any and all existing and future
            claims and offsets against any amounts due under this Agreement,
            which amounts you must pay when due. We have the right to apply or
            cause to be applied against amounts due to us or any of our
            affiliates any amounts that we or our affiliates may hold from time
            to time on your behalf or that we or our affiliates owe to you.
            Further, if you are delinquent in the payment of any amounts owed to
            us, we have the right to require you to prepay estimated Royalty
            Fees and Advertising Fees.

            E. Electronic Transfer of Funds. You must sign an electronic
            transfer of funds authorization, attached as Appendix D, to
            authorize and direct your bank or financial institution to transfer
            electronically, on a weekly basis, directly to our account or our
            affiliates' and to charge to your account all amounts due to us or
            our affiliates. You must maintain a balance in your account
            sufficient to allow us and our affiliates to collect the amounts
            owed when due. You are responsible for any penalties, fines or other
            similar expenses associated with the transfer of funds described in
            this subparagraph.

            F. Interest Charges; Late Fees. Any and all amounts that you owe to
            us or to our affiliates 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 addition to interest charges on late Royalty Fee and
            Advertising Fee payments, you must pay to us a service charge of
            $150 for each delinquent report or payment that you owe to us under
            this Agreement. A payment is delinquent for any of the following
            reasons: (i) we do not receive the payment on or before the date
            due; or (ii) there are insufficient funds in your bank account to
            collect the total payment by a transfer of funds on or after the
            date due. The service charge is not interest or a penalty, it is
            only to compensate us for increased administrative and management
            costs due to late payment.

            G. Financial Planning and Management. You must record daily all
            sales on a cash register tape or similar device. You must keep books
            and records and submit reports as we periodically require, including
            but not limited to a monthly profit plan, monthly balance sheet and
            monthly statement of profit and loss, records of prices and special
            sales, check registers, purchase records, invoices, sales summaries
            and inventories, sales tax records and returns, payroll records,
            cash disbursement journals and general ledger, all of which
            accurately reflect the operations and condition of your Restaurant
            operations. You must compile, keep and submit to us the books,
            records and reports on the forms and using the methods of
            bookkeeping and accounting as we periodically may prescribe. The
            records that you are required to keep for your Restaurant must
            include detailed daily sales, cost of sales, and other relevant
            records or information maintained in an electronic media format and
            methodology we approve. You must provide this information to us
            according to reporting formats, methodologies and time schedules
            that we establish from time to time. You also must preserve and
            retain the books, records and reports for not less than 36 months.
            You must allow us electronic and manual access to any and all
            records relating to your Restaurant.

            H. Reports and Audit. You must submit your Gross Sales daily via our
            intranet system. You must verify the accuracy of the Gross Sales
            figure on Friday of each week for the preceding week. Within 10 days
            after the end of each month, you must submit to us a report with
            respect to the preceding calendar month in the form and content as
            we periodically prescribe. The report must include, but not be
            limited to, the following information for the preceding month: (i)
            amount of Gross Sales and gross receipts of the Restaurant, amount
            of sales tax and the computation of the Royalty Fee and the

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<PAGE>

            Advertising Fee; (ii) quantities of products purchased and the
            sources from which each were obtained; (iii) if we request, copies
            of your most recent sales tax return, monthly sales summary and
            monthly balance sheet and statement of profit and loss, including a
            summary of your costs for utilities, labor, rent and other material
            cost items (iv) if requested by us to verify your Gross Sales, all
            such books and records as we may require under our audit policies
            published from time to time. You also must, at your expense, submit
            to us within 90 days after the end of each fiscal year a detailed
            balance sheet, profit and loss statement and statement of cash flows
            for such fiscal year, prepared on an accrual basis including all
            adjustments necessary for fair presentation of the financial
            statements. We may require that the annual financial statements be
            reviewed by a certified public accountant. You must certify all
            reports to be true and correct. You acknowledge and agree that we
            have the right to impose these requirements on you regardless of
            whether we impose the same requirement on our other franchisees.

            We or our authorized representative have the right at all times
            during the business day to enter the premises where your books and
            records relative to the Restaurant are kept and to evaluate, copy
            and audit such books and records. We also have the right to request
            information from your suppliers and vendors. In the event that any
            such evaluation or audit reveals any understatement of your Gross
            Sales, Royalty Fees or Advertising Fees or a variance of 1.25% or
            more from data reported to us in respect to any other item that is
            material to the computation of fees or to the analysis of the
            operation, you must pay for the audit, and in addition to any other
            rights we may have, we have the right to conduct further periodic
            audits and evaluations of your books and records as we reasonably
            deem necessary for up to 3 years thereafter and any further audits
            and evaluations will be at your sole expense, including, without
            limitation, professional fees, travel, and room and board expenses
            directly related thereto. Furthermore, if you intentionally
            understate or underreport Gross Sales, Royalty Fees or Advertising
            Fees at any time, or if a subsequent audit or evaluation conducted
            within the 3-year period reveals any understatement of your Gross
            Sales, Royalty Fees or Advertising Fees or a variance of 1.25% or
            more from data reported to us in respect to any other item that is
            material to the computation of fees or to the analysis of the
            operation, in addition to any other remedies provided for in this
            Agreement, at law or in equity, we have the right to terminate this
            Agreement immediately. In order to verify the information that you
            supply, we have the right to reconstruct your sales through the
            inventory extension method or any other reasonable method of
            analyzing and reconstructing sales. You agree to accept any such
            reconstruction of sales unless you provide evidence in a form
            satisfactory to us of your sales within a period of 14 days from the
            date of notice of understatement or variance. You must fully
            cooperate with us or our representative in performing these
            activities and any expenses incurred by us from your lack of
            cooperation shall be reimbursed by you.

            We will keep your financial books, records and reports confidential,
            unless the information is requested by tax authorities or used as
            part of a legal proceeding or in a manner as set forth in
            subparagraph 11.D.8 or where your information is grouped with
            similar information from other restaurants to produce shared results
            like high-low ranges or average gross sales or expenses on a
            system-wide or regional basis.

                  YOUR OTHER OBLIGATIONS; NONCOMPETE COVENANTS

         10.    You agree to comply with the following terms and conditions:

            A. Payment of Debts. You agree to pay promptly when due: (i) all
            payments, obligations, assessments and taxes due and payable to us
            and our affiliates, vendors, suppliers, lessors, federal, state or
            local governments, or creditors in connection with your business;
            (ii) all liens and encumbrances of every kind and character created
            or placed upon or against any of the property used in connection
            with the Restaurant or business; and (iii) all accounts and other
            indebtedness of every kind incurred by you in the conduct of the
            Restaurant or business. In the event you default in making any such
            payment, we are authorized, but not required, to pay the same on
            your behalf and you agree promptly to reimburse us on demand for any
            such payment.

                                       20
<PAGE>

            B. Indemnification. You hereby waive all claims against us for
            damages to property or injuries to persons arising out of the
            operation of your Restaurant. You must fully protect, indemnify and
            hold us and our owners, directors, officers, insurers, successors
            and assigns and our affiliates harmless from and against any and all
            claims, demands, damages and liabilities of any nature whatsoever
            arising in any manner, directly or indirectly, out of or in
            connection with or incidental to the operation of your Restaurant
            (regardless of cause or any concurrent or contributing fault or
            negligence of us or our affiliates) or any breach by you or your
            failure to comply with the terms and conditions of this Agreement.
            We also reserve the right to select our own legal counsel to
            represent our interests, and you must reimburse us for all our costs
            and all attorneys' fees immediately upon our request as they are
            incurred.

            We hereby waive all claims against you for damages to property or
            injuries to persons arising out of the operation of our company or
            affiliate owned restaurants. We must fully protect, indemnify and
            defend you and your affiliates and hold you and them harmless from
            and against any and all claims, demands, damages and liabilities of
            any nature whatsoever arising in any manner, directly or indirectly,
            out of or in connection with or incidental to the operation of our
            company or affiliate owned restaurants (regardless of cause or any
            concurrent or contributing fault or negligence of you) or any breach
            by us or our failure to comply with the terms and conditions of this
            Agreement.

            C. Insurance. You must purchase and maintain in full force and
            effect, at your expense and from a company we accept, insurance that
            insures both you and us, our affiliates and any other persons we
            designate by name. The insurance policies must include, at a
            minimum: (i) special/causes of loss coverage forms (sometimes called
            "All Risk coverage") on the Restaurant and all fixtures, equipment,
            supplies and other property used in the operation of the Restaurant,
            for full repair and replacement value of the machinery, equipment
            and improvements, including full coverage for loss of income
            resulting from damage to the Restaurant without any co-insurance
            clause, except that an appropriate deductible clause is permitted;
            (ii) business interruption insurance covering a minimum 12 months
            loss of income, including coverage for our Royalty Fees; (iii)
            comprehensive general liability insurance, including product
            liability insurance and contractual liability insurance, with
            minimum limits of $1,000,000 per occurrence and $2,000,000
            aggregate; (iv) liquor liability coverage with minimum limits of
            $1,000,000 per occurrence; (v) "Per Location" aggregate limits when
            multiple restaurant locations are insured under one comprehensive
            general liability policy and/or liquor liability policy(ies); (vi)
            automobile liability insurance, including owned, hired and non-owned
            vehicle coverage with a minimum combined single limit of $1,000,000
            per claim (vii) workers' compensation and employer's liability
            insurance covering all of your employees (viii) umbrella liability
            insurance which also includes liquor liability, employers liability
            and automobile liability, with minimum limits of $2,000,000 per
            occurrence; (ix) Buffalo Wild Wings, Inc., Buffalo Wild Wings
            International, Inc. and affiliates as named additional insureds on
            all liability policies required by this subparagraph; (x) any other
            such insurance coverages or amounts as required by law or other
            agreement related to the Restaurant. The insurance coverages
            referenced in (iii), (v), (vi), (vii), (viii), (ix) and (x) of this
            subparagraph must commence as of the date of this Agreement. The
            insurance coverages referenced in (i) and (ii) of this subparagraph
            must commence as of the date construction begins at the Restaurant.
            The liquor liability insurance referenced in (iv) of this
            subparagraph must commence no later than the date that liquor begins
            to arrive at the Restaurant site.

            You must deliver to us at commencement and thereafter annually or at
            our request a proper certificate evidencing the existence of such
            insurance coverage and your compliance with the provisions of this
            subparagraph. The insurance certificate must show our status as an

                                       21
<PAGE>

            additional insured (as noted in (ix) above) and provide that we will
            be given 30 days' prior written notice of material change in or
            termination or cancellation of the policy. We also may request
            copies of all policies. We may from time to time modify the required
            minimum limits (including a significant increase to the umbrella
            policy referenced in (viii) above) and require additional insurance
            coverages, by providing written notice to you, as conditions
            require, to reflect changes in relevant circumstances, industry
            standards, experiences in the BUFFALO WILD WINGS system, standards
            of liability and higher damage awards. If you do not procure and
            maintain the insurance coverage required by this Agreement
            (including any modifications referenced in the preceding sentence),
            we have the right, but not the obligation, to procure insurance
            coverage and to charge same to you, together with a reasonable fee
            for the expenses we incur in doing so, payable by you immediately
            upon notice.

            D. Noncompete Covenants. You agree that you will receive valuable
            training and Confidential Information that you otherwise would not
            receive or have access to but for the rights licensed to you under
            this Agreement. You therefore agree to the following noncompetition
            covenants:

                        1. Unless otherwise specified, the term "you" as used in
                        this subparagraph 10.D includes, collectively and
                        individually, your Control Person, all Principal Owners,
                        guarantors, officers, directors, members, managers,
                        partners, as the case may be, and holders of any
                        ownership interest in you. We may require you to obtain
                        from your Control Person and other individuals
                        identified in the preceding sentence a signed
                        non-compete agreement in a form satisfactory to us that
                        contains the non-compete provisions of this subparagraph
                        10.D.

                        2. You covenant that during the term of this Agreement
                        you will not, either directly or indirectly, for
                        yourself, or through, on behalf of, or in conjunction
                        with any person or entity, own, manage, operate,
                        maintain, engage in, consult with or have any interest
                        in any restaurant or food business other than one
                        authorized by this Agreement or any other agreement
                        between us and you, except if, at the Effective Date of
                        this Agreement, you operate or hold an interest in a
                        restaurant or food business other than a casual or fast
                        casual restaurant. Under no circumstances may you be a
                        member of a franchisee advisory council, committee,
                        board or other similar group for a restaurant or food
                        business, unless you receive our prior written approval.

                        3. You covenant that you will not, for a period of 2
                        years after the expiration or termination of this
                        Agreement, regardless of the cause of termination, or
                        within 2 years of the sale of the Restaurant or any
                        interest in you, either directly or indirectly, for
                        yourself, or through, on behalf of, or in conjunction
                        with any person or entity, own, manage, operate,
                        maintain, engage in, consult with or have any interest
                        in (i) a casual or fast casual restaurant that sells or
                        offers to dispense prepared food products the same as or
                        similar to the type sold in BUFFALO WILD WINGS
                        restaurants; (ii) a video entertainment oriented, casual
                        or fast casual restaurant or bar business; or (iii) any
                        business establishment that sells or offers to dispense
                        prepared chicken wings or legs:

                                    a. At the premises of the former Restaurant;

                                    b. Within a 5-mile radius of the former
                                    Restaurant; or

                                    c. Within a 5-mile radius of the location of
                                    any other business or restaurant using the
                                    BUFFALO WILD WINGS System, whether
                                    franchised or owned by us or our affiliates.

                                       22
<PAGE>

                                    For purposes of this subparagraph, a video
                                    entertainment oriented, casual or fast
                                    casual restaurant or bar is one with more
                                    than two screens, or any screen larger than
                                    21 inches, available for the viewing of
                                    different events.

                        4. You agree that the length of time in subpart (3) will
                        be tolled for any period during which you are in breach
                        of the covenants or any other period during which we
                        seek to enforce this Agreement. The parties agree that
                        each of the foregoing covenants will be construed as
                        independent of any other covenant or provision of this
                        Agreement.

                              TRANSFER OF FRANCHISE

         11.    You agree that the following provisions govern any transfer or
proposed transfer:

            A. Transfers. We have entered into this Agreement with specific
            reliance upon your financial qualifications, experience, skills and
            managerial qualifications as being essential to the satisfactory
            operation of the Restaurant. Consequently, neither your interest in
            this Agreement nor in the Restaurant may be transferred or assigned
            to or assumed by any other person or entity (the "assignee"), in
            whole or in part, unless you have first tendered to us the right of
            first refusal to acquire this Agreement in accordance with
            subparagraph 11.F, and, if we do not exercise such right, unless our
            prior written consent is obtained, the transfer fee provided for in
            subparagraph 11.C is paid, and the transfer conditions described in
            subparagraph 11.D are satisfied. Any sale (including installment
            sale), lease, pledge, management agreement, contract for deed,
            option agreement, assignment, bequest, gift or otherwise, or any
            arrangement pursuant to which you turn over all or part of the daily
            operation of the business to a person or entity who shares in the
            losses or profits of the business in a manner other than as an
            employee will be considered a transfer for purposes of this
            Agreement. Specifically, but without limiting the generality of the
            foregoing, the following events constitute a transfer and you must
            comply with the right of first refusal, consent, transfer fee, and
            other transfer conditions in this Paragraph 11:

                        1. Any change or any series of changes in the percentage
                        of the franchisee entity owned, directly or indirectly,
                        by any Principal Owner which results in any addition or
                        deletion of any person or entity who qualifies as a
                        Principal Owner;

                        2. Any change in the general partner of a franchisee
                        that is a general, limited or other partnership entity;
                        or

                        3. For purposes of this subparagraph 11.A, a pledge or
                        seizure of any ownership interests in you or in any
                        Principal Owner that affects the ownership of 25% or
                        more of you or any Principal Owner, which we have not
                        approved in advance in writing.

            In the event of your insolvency or the filing of any petition by or
            against you under any provisions of any bankruptcy or insolvency
            law, if your legal representative, successor, receiver or trustee
            desires to succeed to your interest in this Agreement or the
            business conducted hereunder, such person first must notify us,
            tender the right of first refusal provided for in subparagraph 11.F,
            and if we do not exercise such right, must apply for and obtain our
            consent to the transfer, pay the transfer fee provided for in
            subparagraph 11.C, and satisfy the transfer conditions described in
            subparagraph 11.D. In addition, you or the assignee must pay the
            attorneys' fees and costs that we incur in any bankruptcy or
            insolvency proceeding pertaining to you.

            You may not place in, on or upon the location of the Restaurant, or
            in any communication media or any form of advertising, any
            information relating to the sale of the Restaurant or the rights
            under this Agreement, without our prior written consent.

                                       23
<PAGE>

            B. Consent to Transfer. We will not unreasonably withhold our
            consent to transfer, provided that all of the conditions described
            in this Paragraph 11 have been satisfied. Application for our
            consent to a transfer and tender of the right of first refusal
            provided for in subparagraph 11.F must be made by submission of our
            form of application for consent to transfer, which must be
            accompanied by the documents (including a copy of the proposed
            purchase or other transfer agreement) or other required information.
            The application must indicate whether you or a Principal Owner
            proposes to retain a security interest in the property to be
            transferred. No security interest may be retained or created,
            however, without our prior written consent and except upon
            conditions acceptable to us. Any agreement used in connection with a
            transfer shall be subject to our prior written approval, which
            approval will not be withheld unreasonably. You immediately must
            notify us of any proposed transfer and must submit promptly to us
            the application for consent to transfer. Any attempted transfer by
            you without our prior written consent or otherwise not in compliance
            with the terms of this Agreement will be void, your interest in this
            Agreement will be voluntarily abandoned, and it will provide us with
            the right to elect either to deem you in default and terminate this
            Agreement or to collect from you and the guarantors a transfer fee
            equal to two times the transfer fee provided for in subparagraph
            11.C.

            C. Transfer Fee. You must pay to us a $12,500 transfer fee every
            time you submit an application for consent to transfer. The transfer
            fee must be submitted at the time you submit the application for
            consent to transfer. If the transfer is part of a simultaneous,
            multiple restaurant transfer, the transfer fee will be modified as
            follows: the transfer fee for the first restaurant is $12,500, the
            transfer fee for the second through tenth restaurants is $2,500 per
            restaurant, with no additional transfer fee beyond the tenth
            restaurant. If, however, our costs and expenses in reviewing and
            processing the transfer, including attorneys' fees, exceed the
            applicable transfer fee, then in addition to the transfer fee you
            agree to cover those additional costs and expenses up to $10,000.
            The transfer fee is nonrefundable even if, for any reason, the
            proposed transfer does not occur, in which case the transfer fee you
            paid us for the failed transfer will not be applied to any future
            attempted transfer.

            D. Conditions of Transfer. We condition our consent to any proposed
            transfer, whether to an individual, a corporation, a partnership or
            any other entity upon the following:

                        1. Assignee Requirements. The assignee must meet all of
                        our then-current requirements for any potential new
                        franchisee at the time of the proposed transfer.

                        2. Payment of Amounts Owed. All amounts owed by you to
                        us or any of our affiliates, your suppliers or any
                        landlord for the Restaurant premises and Authorized
                        Location, or upon which we or any of our affiliates have
                        any contingent liability must be paid in full.

                        3. Reports. You must have provided all required reports
                        to us in accordance with subparagraphs 9.G and H.

                        4. Modernization. You must have complied with the
                        provisions of subparagraph 5.E.

                        5. Guarantee. In the case of an installment sale for
                        which we have consented to you or any Principal Owner
                        retaining a security interest or other financial
                        interest in this Agreement or the business operated
                        thereunder, you or such Principal Owner, and the
                        guarantors, are obligated to guarantee the performance
                        under this Agreement until the final close of the
                        installment sale or the termination of such interest, as
                        the case may be.

                        6. General Release. You, each Principal Owner and each
                        guarantor must sign a general release of all claims
                        arising out of or relating to this Agreement, your
                        Restaurant or the parties' business relationship, in the
                        form we designate, releasing us and our affiliates.

                                       24
<PAGE>

                        7. Execution of Then Current Franchise Agreement. The
                        assignee executes our then-current form of franchise
                        agreement (modified to reflect that the term is only the
                        remainder of the term under this Agreement and other
                        modifications to reflect that the agreement relates to a
                        transfer), the terms of which may differ from this
                        Agreement, including higher fees and modifications to
                        the Designated Area (although in no event will the
                        revised Designated Area have a residential population of
                        the lesser of approximately 30,000 to 40,000 or the
                        residential population that existed as of the Effective
                        Date).

                        8. Training. The assignee must, at your or assignee's
                        expense, comply with the training requirements of
                        subparagraph 7.B.

                        9. Financial Reports and Data. We have the right to
                        require you to prepare and furnish to assignee and/or us
                        such financial reports and other data relating to the
                        Restaurant and its operations reasonably necessary or
                        appropriate for assignee and/or us to evaluate the
                        Restaurant and the proposed transfer. You agree that we
                        have the right to confer with proposed assignees and
                        furnish them with information concerning the Restaurant
                        and proposed transfer without being held liable to you,
                        except for intentional misstatements made to an
                        assignee. Any information furnished by us to proposed
                        assignees is for the sole purpose of permitting the
                        assignees to evaluate the Restaurant and proposed
                        transfer and must not be construed in any manner or form
                        whatsoever as earnings claims or claims of success or
                        failure.

                        10. Other Franchise Agreements. You must be in full
                        compliance with all your obligations under any and all
                        Franchise Agreements and Area Development Agreements
                        executed between you and us.

                        11. Other Conditions. You must have complied with any
                        other conditions that we reasonably require from time to
                        time as part of our transfer policies, provided that
                        such conditions will not be more stringent than any
                        conditions otherwise imposed on new franchisees signing
                        the then current franchise agreement.

            E. Death, Disability or Incapacity. If any individual who is a
            Principal Owner dies or becomes disabled or incapacitated and the
            decedent's or disabled or incapacitated person's heir or
            successor-in-interest wishes to continue as a Principal Owner, such
            person or entity must apply for our consent under subparagraph 11.B,
            comply with the training requirements of subparagraph 7.B if the
            Principal Owner also was the Control Person (unless the heir or
            successor-in-interest finds another Principal Owner to qualify as
            the Control Person), pay the applicable transfer fee under
            subparagraph 11.C, and satisfy the transfer conditions under
            subparagraph 11.D, as in any other case of a proposed transfer, all
            within 180 days of the death or event of disability or incapacity.
            During any transition period to an heir or successor-in-interest,
            the Restaurant still must be operated in accordance with the terms
            and conditions of this Agreement. If the assignee of the decedent or
            disabled or incapacitated person is the spouse or child of such
            person, no transfer fee will be payable to us and we will not have a
            right of first refusal as set forth in subparagraph 11.F.

            F. Right of First Refusal. If you propose to transfer or assign this
            Agreement or your interest herein or in the business, in whole or in
            part, to any third party, including, without limitation, any
            transfer contemplated by subparagraph 11.E or any transfer described
            in subparagraph 11.A, you first must offer to sell to us your
            interest under the same terms. In the event of a bona fide offer
            from such third party, you must obtain from the third-party offeror
            and deliver to us a statement in writing, signed by the offeror and
            by you, of the terms of the offer. In the event the proposed
            transfer results from a change in control of the franchisee or a
            Principal Owner under subparagraphs 11.A.1 through 11.A.3, or your
            insolvency or the filing of any petition by or against you under any
            provisions of any bankruptcy or insolvency law, you first must offer
            to sell to us your interest in this Agreement and the land,

                                       25
<PAGE>

            building, equipment, furniture and fixtures, and any leasehold
            interest used in the operation of your Restaurant. Unless otherwise
            agreed to in writing by us and you, the purchase price for our
            purchase of assets in the event of a transfer that occurs by a
            change in control or insolvency or bankruptcy filing will be
            established by a qualified appraiser selected by the parties and in
            accordance with the price determination formula established in
            subparagraph 14.B in connection with an asset purchase upon
            expiration. In addition, unless otherwise agreed to in writing by us
            and you, the transaction documents, which we will prepare, will be
            those customary for this type of transaction and will include
            representations and warranties then customary for this type of
            transaction. If the parties cannot agree upon the selection of such
            an appraiser, a Judge of the United States District Court for the
            District in which the Authorized Location is located will appoint
            one upon petition of either party.

            You or your legal representative must deliver to us a statement in
            writing incorporating the appraiser's report and all other
            information we have requested. We then have 45 days from our receipt
            of the statement setting forth the third-party offer or the
            appraiser's report and other requested information to accept the
            offer by delivering written notice of acceptance to you. Our
            acceptance of any right of first refusal will be on the same price
            and terms set forth in the statement delivered to us; provided,
            however, we have the right to substitute equivalent cash for any
            noncash consideration included in the offer. If we fail to accept
            the offer within the 45-day period, you will be free for 60 days
            after such period to effect the disposition described in the
            statement delivered to us provided such transfer is in accordance
            with this Paragraph 11. You may effect no other sale or assignment
            of you, this Agreement or the business without first offering the
            same to us in accordance with this subparagraph 11.F.

            G. Transfer to Immediate Family Members. If the assignee is your
            spouse or child, no transfer fee will be payable to us, although you
            must reimburse us for our reasonable expenses, in an amount not to
            exceed $3,500. Further, if the transfer is to a spouse or child, we
            will waive our right of first refusal described in subparagraph 11.F
            and will not require that the individual execute the then-current
            franchise agreement, as required by subparagraph 11.D.E. All other
            provisions of this Paragraph 11 apply in full force and effect to
            the type of transfer described in this subparagraph.

            H. Transfer by Us. We have the right to sell or assign, in whole or
            in part, our interest in this Agreement.

                               DISPUTE RESOLUTION

         12.    The following provisions apply with respect to dispute
resolution:

            A. Arbitration; Mediation. 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, any
            lease or sublease for the Restaurant or Authorized Location, 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. A
            judgment may be entered upon the arbitration award by any state or
            federal court in Minnesota or the state of the Authorized Location.

                                       26
<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 under subparagraph 12.B, 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.

            B. Injunctive Relief. Notwithstanding subparagraph 12.A above, you
            recognize that the Restaurant is one of a large number of
            restaurants and stores identified by the Trademarks and similarly
            situated and selling to the public similar products, and the failure
            on the part of a single franchisee to comply with the terms of its
            agreement could cause irreparable damage to us and/or to some or all
            of our other franchisees. Therefore, it is mutually agreed that in
            the event of a breach or threatened breach of any of the terms of
            this Agreement by you, we will forthwith be entitled to an
            injunction restraining such breach or to a decree of specific
            performance, without showing or proving any actual damage, together
            with recovery of reasonable attorneys' fees and other costs incurred
            in obtaining said equitable relief, until such time as a final and
            binding determination is made by the arbitrators. The foregoing
            equitable remedies are in addition to, and not in lieu of, all other
            remedies or rights that the parties might otherwise have by virtue
            of any breach of this Agreement by the other party. Finally, 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.

            C. Attorneys' Fees. 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.

                             DEFAULT AND TERMINATION

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

            A. Defaults. You are in default if we determine that you or any
            Principal Owner or guarantor has breached any of the terms of this
            Agreement or any other agreement between you and us or our
            affiliates, which without limiting the generality of the foregoing
            includes making any false report to us, intentionally understating
            or underreporting or failure to pay when due any amounts required to
            be paid to us or any of our affiliates, conviction of you, a
            Principal Owner, or a guarantor of (or pleading no contest to) any
            misdemeanor that brings or tends to bring any of the Trademarks into
            disrepute or impairs or tends to impair your reputation or the
            goodwill of any of the Trademarks or the Restaurant, any felony,
            filing of tax or other liens that may affect this Agreement,
            voluntary or involuntary bankruptcy by or against you or any
            Principal Owner or guarantor, insolvency, making an assignment for
            the benefit of creditors or any similar voluntary or involuntary
            arrangement for the disposition of assets for the benefit of
            creditors.

            B. Termination by Us. We have the right to terminate this Agreement
            in accordance with the following provisions:

                        1. Termination After Opportunity to Cure. Except as
                        otherwise expressly provided in this subparagraph 13.B
                        or elsewhere in the Agreement: (i) you will have 30 days

                                       27
<PAGE>

                        from the date of our issuance of a written notice of
                        default to cure any default under this Agreement, other
                        than a failure to pay amounts due or submit required
                        reports, in which case you will have 10 days to cure
                        those defaults; (ii) your failure to cure a default
                        within the 30-day or 10-day period will provide us with
                        good cause to terminate this Agreement; (iii) the
                        termination will be accomplished by mailing or
                        delivering to you written notice of termination that
                        will identify the grounds for the termination; and (iv)
                        the termination will be effective immediately upon our
                        issuance of the written notice of termination.

                        2. Immediate Termination With No Opportunity to Cure. In
                        the event any of the following defaults occurs, you will
                        have no right or opportunity to cure the default and
                        this Agreement will terminate effective immediately on
                        our issuance of written notice of termination: any
                        material misrepresentation or omission in your franchise
                        application, your voluntary abandonment of this
                        Agreement or the Authorized Location, the loss or
                        revocation of your liquor license or suspensions
                        totaling 90 days over any 5 year period, the loss of
                        your lease, the failure to timely cure a default under
                        the lease, the loss of your right of possession or
                        failure to reopen or relocate under subparagraph 5.D,
                        the closing of the Restaurant by any state or local
                        authorities for health or public safety reasons, any
                        unauthorized use of the Confidential Information,
                        insolvency of you, a Principal Owner, the Control Person
                        or guarantor, you, a Principal Owner, the Control Person
                        or guarantor making an assignment or entering into any
                        similar arrangement for the benefit of creditors, any
                        default under this Agreement that materially impairs the
                        goodwill associated with any of the Trademarks,
                        conviction of you, any Principal Owners, the Control
                        Person, or guarantors of (or pleading no contest to) any
                        felony regardless of the nature of the charges, or any
                        misdemeanor that brings or tends to bring any of the
                        Trademarks into disrepute or impairs or tends to impair
                        your reputation or the goodwill of the Trademarks or the
                        Restaurant, intentionally understating or underreporting
                        Gross Sales, Royalty Fees or Advertising Fees or any
                        understatement or 1.25% variance on a subsequent audit
                        within a 3 year period under subparagraph 9.H, failure
                        to open the Restaurant by the date set forth in
                        subparagraph 2.C, failure to execute the lease
                        (including the Lease Addendum) or the Purchase Agreement
                        for the Restaurant by the date stated subparagraph 5.A,
                        failure to start substantial construction of the
                        Restaurant by the date established in subparagraph 5.B,
                        failure to secure financing for the construction of the
                        Restaurant by the date set forth in subparagraph 5.B,
                        violation by you of the provisions of subparagraph 15.P,
                        any unauthorized transfer or assignment in violation of
                        Paragraph 11 or any default by you that is the second
                        same or similar default within any 12-month consecutive
                        period or the fourth default of any type within any
                        24-month consecutive period.

                        3. Immediate Termination After No More than 24 Hours to
                        Cure. In the event that a default under this Agreement
                        occurs that violates any health safety or sanitation law
                        or regulation, violates any system standard as to food
                        handling, cleanliness, health and sanitation, or if the
                        operation of the Restaurant presents a health or safety
                        hazard to your customers or to the public (for example,
                        improper cooking or storage procedures used for chicken
                        wings): (i) you will have no more than 24 hours after we
                        provide written notice of the default to cure the
                        default; and (ii) if you fail to cure the default within
                        the 24 hour period, this Agreement will terminate
                        effective immediately on our issuance of written notice
                        of termination.

                        4. Effect of Other Laws. The provisions of any valid,
                        applicable law or regulation prescribing permissible
                        grounds, cure rights or minimum periods of notice for
                        termination of this franchise supersede any provision of
                        this Agreement that is less favorable to you.

                                       28
<PAGE>

            C. Termination by You. You may terminate this Agreement as a result
            of a breach by us of a material provision of this Agreement provided
            that: (i) you provide us with written notice of the breach that
            identifies the grounds for the breach; and (ii) we fail to cure the
            breach within 30 days after our receipt of the written notice. If we
            fail to cure the breach, the termination will be effective 60 days
            after our receipt of your written notice of breach. Your termination
            of this Agreement under this Paragraph will not release or modify
            your Post-Term obligations under Paragraph 14 of this Agreement.

                              POST-TERM OBLIGATIONS

         14.    Upon the expiration or termination of this Agreement:

            A. Reversion of Rights; Discontinuation of Trademark Use. All of
            your rights to the use of the Trademarks and all other rights and
            licenses granted herein and the right and license to conduct
            business under the Trademarks at the Authorized Location will revert
            to us without further act or deed of any party. All of your right,
            title and interest in, to and under this Agreement will become our
            property. Upon our demand, you must assign to us or our assignee
            your remaining interest in any lease then in effect for the
            Restaurant (although we will not assume any past due obligations).
            You must immediately comply with the post-term noncompete
            obligations under subparagraph 10.D, cease all use and display of
            the Trademarks and of any proprietary material (including the manual
            and the product preparation materials) and of all or any portion of
            point-of-sale materials furnished or approved by us, assign all
            right, title and interest in the telephone numbers for the
            Restaurant and cancel or assign, at our option, any assumed name
            rights or equivalent registrations filed with authorities. You must
            pay all sums due to us, our affiliates or designees and all sums you
            owe to third parties that have been guaranteed by us or any of our
            affiliates. You must immediately return to us, at your expense, all
            copies of the manuals and product preparation materials then in your
            possession or control or previously disseminated to your employees
            and continue to comply with the confidentiality provisions of
            subparagraph 6.J. You must promptly at your expense and subject to
            subparagraph 14.B, remove or obliterate all Restaurant signage,
            displays or other materials (electronic or tangible) in your
            possession at the Authorized Location or elsewhere that bear any of
            the Trademarks or names or material confusingly similar to the
            Trademarks and so alter the appearance of the Restaurant as to
            differentiate the Restaurant unmistakably from duly licensed
            restaurants identified by the Trademarks. If, however, you refuse to
            comply with the provisions of the preceding sentence within 30 days,
            we have the right to enter the Authorized Location and remove all
            Restaurant signage, displays or other materials in your possession
            at the Authorized Location or elsewhere that bear any of the
            Trademarks or names or material confusingly similar to the
            Trademarks, and you must reimburse us for our costs incurred.
            Notwithstanding the foregoing, in the event of expiration or
            termination of this Agreement, you will remain liable for your
            obligations pursuant to this Agreement or any other agreement
            between you and us or our affiliates that expressly or by their
            nature survive the expiration or termination of this Agreement.

            B. Purchase Option. We have the right to purchase or designate a
            third party that will purchase all or any portion of the assets of
            your Restaurant that are owned by you or any of your affiliates
            including, without limitation, the land, building, equipment,
            fixtures, signage, furnishings, supplies, leasehold improvements,
            liquor license and inventory of the Restaurant at a price determined
            by a qualified appraiser (or qualified appraisers if one party
            believes it is better to have a real estate appraiser appraise the
            value of the land and building and a business appraiser appraise the
            Restaurant's other assets) selected with the consent of both
            parties, provided we give you written notice of our preliminary
            intent to exercise our purchase rights under this Paragraph within
            30 days after the date of the expiration or termination of this
            Agreement. If the parties cannot agree upon the selection of an
            appraiser(s), one or both will be appointed by a Judge of the United
            States District Court for the District in which the Authorized
            Location is located upon petition of either party.

                                       29
<PAGE>

            In the event the Agreement is terminated (rather than if it
            expires), the price determined by the appraiser(s) will be the
            reasonable fair market value of the assets based on their continuing
            use in, as, and for the operation of a BUFFALO WILD WINGS Restaurant
            and the appraiser will designate a price for each category of asset
            (e.g., land, building, equipment, fixtures, etc.), but shall not
            include the value of any goodwill of the business, as the goodwill
            of the business is attributable to the Trademarks and the System. In
            the event that the Agreement expires (rather than if it is
            terminated), the price determined by the appraiser(s) will be the
            reasonable fair market value of the assets, as stated in the prior
            sentence, plus the value of any goodwill of the business,
            attributable to your operation of the Restaurant. In the event of
            expiration, however, the parties agree that you may elect not to
            include the land in the appraisal and option to purchase process. In
            this instance, you may elect to lease the land to us or our designee
            for a lease term of at least 10 years with two 5-year options to
            renew and for a primary rate equal to fair market value according to
            the applicable Building Office Management Association Guidelines,
            unless otherwise agreed to by the parties.

            Within 45 days after our receipt of the appraisal report, we or our
            designated purchaser will identify the assets, if any, that we
            intend to purchase at the price designated for those assets in the
            appraisal report. We or our designated purchaser and you will then
            proceed to complete and close the purchase of the identified assets,
            and to prepare and execute purchase and sale documents customary for
            the assets being purchased, in a commercially reasonable time and
            manner. We and you will each pay one-half of the appraiser's fees
            and expenses. Our interest in the assets of the Restaurant that are
            owned by you or your affiliates will constitute a lien thereon and
            may not be impaired or terminated by the sale or other transfer of
            any of those assets to a third party. Upon our or our designated
            purchaser's exercise of the purchase option and tender of payment,
            you agree to sell and deliver, and cause your affiliates to sell and
            deliver, the purchased assets to us or our designated purchaser,
            free and clear of all encumbrances, and to execute and deliver, and
            cause your affiliates to execute and deliver, to us or our
            designated purchaser a bill of sale therefor and such other
            documents as may be commercially reasonable and customary to
            effectuate the sale and transfer of the assets being purchased.

            If we do not exercise our option to purchase under this
            subparagraph, you may sell or lease the Restaurant premises to a
            third party purchaser, provided that your agreement with the
            purchaser includes a covenant by the purchaser, which is expressly
            enforceable by us as a third party beneficiary, pursuant to which
            the purchaser agrees, for a period of 2 years after the expiration
            or termination of this Agreement, not to use the premises for the
            operation of a restaurant business that has a menu or method of
            operation similar to that employed by our company-owned or
            franchised restaurants.

            C. Claims. You and your Principal Owners and guarantors may not
            assert any claim or cause of action against us or our affiliates
            relating to this Agreement or the BUFFALO WILD WINGS business after
            the shorter period of the applicable statute of limitations or one
            year following the effective date of termination of this Agreement;
            provided that where the one-year limitation of time is prohibited or
            invalid by or under any applicable law, then and in that event no
            suit or action may be commenced or maintained unless commenced
            within the applicable statute of limitations.

                               GENERAL PROVISIONS

         15.    The parties agree to the following provisions:

            A. Severability. 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. It is the intent and expectation of each of the parties
            that each provision of this Agreement will be honored, carried out

                                       30
<PAGE>

            and enforced as written. Consequently, each of the parties agrees
            that any provision of this Agreement sought to be enforced in any
            proceeding must, at the election of the party seeking enforcement
            and notwithstanding the availability of an adequate remedy at law,
            be enforced by specific performance or any other equitable remedy.

            B. Waiver/Integration. 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. Subject to our rights to modify
            Appendices and/or standards and as otherwise provided herein, 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 addenda and appendices hereto and 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
            herein and in the aforesaid application.

            C. Notices. Except as otherwise provided in this Agreement, any
            notice, demand or communication provided for herein 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:

                        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 at the
                        Authorized Location; or,

            in either case, as the intended party may change such address by
            written 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.

            D. Authority. Any modification, consent, approval, authorization or
            waiver granted hereunder required to be effective by signature will
            be valid only if in writing executed by the Control Person or, if on
            behalf of us, in writing executed by our President or one of our
            authorized Vice Presidents.

            E. References. If the franchisee is 2 or more individuals, the
            individuals are jointly and severally liable, and references to you
            in this Agreement includes all of the individuals. Headings and
            captions contained herein are for convenience of reference and may
            not be taken into account in construing or interpreting this
            Agreement.

            F. Guarantee. All Principal Owners of a franchisee that is a
            corporation, limited liability company, partnership or other legal
            entity 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 pursuant to the
            provisions of Paragraph 11 or otherwise must execute the form of
            undertaking and guarantee at the end of this Agreement within 10
            days from the date such person or entity becomes a Principal Owner;
            provided, however, that any person or entity who becomes a Principal
            Owner shall automatically acquire all the obligations of a Principal
            Owner under this Agreement at the time such person or entity becomes
            a Principal Owner. Before approving and entering into any
            transaction that would make any person or entity a Principal Owner,
            you must notify such person about the content of this subparagraph.

                                       31
<PAGE>

            G. Successors/Assigns. Subject to the terms of Paragraph 11 hereof,
            this Agreement is binding upon and inures to the benefit of the
            administrators, executors, heirs, successors and assigns of the
            parties.

            H. Interpretation of Rights and Obligations. 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 and the parties' rights
                        under the Federal Arbitration Act in accordance with
                        Paragraph 12 of this Agreement, 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 the Authorized Location 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
                        the Authorized Location 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 requirements of subparagraph 5.E and
                        other 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.

            I. Venue. 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
            Paragraph 12, 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 hereto
            irrevocably submit themselves to, and consent to, the jurisdiction
            of said courts. The provisions of this subparagraph will 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 thereof, agree to be bound in the
            manner set forth.

            J. Jury Waiver. 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.

                                       32
<PAGE>

            K. Waiver of Punitive Damages. You and your affiliates 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.

            L. Relationship of the Parties. 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.
            Without limiting the generality of the foregoing, we shall have no
            liability in connection with or related to the products or services
            rendered to you by any third party, even if we required, approved or
            consented to the product or service or designated or approved the
            supplier.

            M. Force Majeure. 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.

            N. Adaptations and Variances. Complete and detailed uniformity under
            many varying conditions may not always be possible, practical, or in
            the best interest of the System. Accordingly, we have the right to
            vary the Menu Items and other standards, specifications, and
            requirements for any franchised restaurant or franchisee based upon
            the customs or circumstances of a particular franchise or operating
            agreement, site or location, population density, business potential,
            trade area population, existing business practice, competitive
            circumstance or any other condition that we deem to be of importance
            to the operation of such restaurant or store, franchisee's business
            or the System. We are not required to grant to you a like or other
            variation as a result of any variation from standard menus,
            specifications or requirements granted to any other franchisee. You
            acknowledge that you are aware that our other franchisees operate
            under a number of different forms of agreement that were entered
            into at different times and that, consequently, the obligations and
            rights of the parties to other agreements may differ materially in
            certain instances from your rights and obligations under this
            Agreement.

            O. Notice of Potential Profit. We and/or our affiliates may from
            time to time make available to you or require you to purchase goods,
            products and/or services for use in your Restaurant on the sale of
            which we and/or our affiliates may make a profit. Further, we and/or
            our affiliates may from time to time receive consideration from
            suppliers and/or manufacturers in respect to sales of goods,
            products or services to you or in consideration of services rendered
            or rights licensed to such persons. You agree that we and/or our
            affiliates are entitled to said profits and/or consideration.

            P. Interference with Employment Relations. 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 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 13.B.2. 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

                                       33
<PAGE>

            being hired away was receiving 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 damage
            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 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 they may seek compensation from
            you.

            Q. National Consumer Price Index. We may adjust the maximum
            modernization amount (subparagraph 5.E) every five year period, as
            noted in subparagraph 5.E, in proportion to the five-year change in
            the National Consumer Price Index - All Urban Consumers as reported
            for each calendar year by the U.S. Department of Labor (or the
            successor index or agency thereto) using 2003 as the base year, and
            as so adjusted will apply to the maximum modernization expenditure
            amount, subsequent to the adjustment date but prior to the next
            adjustment date.

            R. Updating Your Franchise Agreement. If at any time during the term
            of this Agreement you and us enter into a subsequent franchise
            agreement (the "Subsequent Agreement") granting you the right to
            operate another BUFFALO WILD WINGS restaurant and the terms of the
            Subsequent Agreement are different from the terms of this Agreement,
            you will have the right to request that this Agreement be replaced
            by a franchise agreement containing terms and conditions similar to
            the Subsequent Agreement (the "New Agreement"), but such right shall
            be conditioned upon you meeting all the conditions stipulated in
            subparagraph 4.B of this Agreement, except that you shall pay a fee
            of only $2,500; provided, however, that the term under the New
            Agreement shall be equal to the term left under this Agreement at
            the time of the execution of the New Agreement. You must exercise
            the rights granted under this subparagraph within 30 days after the
            date you execute the Subsequent Agreement.

            S. Effective Date. 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. However, as described in subparagraph
            5.A, you do not have the right to, and may not, open and commence
            operation of a Restaurant at the Authorized Location until we notify
            you that you have satisfied all of the pre-opening conditions set
            forth in this Agreement.

            T. Acknowledgment of Prohibition on Insider Trading. Federal law and
            our parent company's policy prohibit purchasing or selling stock in
            Buffalo Wild Wings, Inc. ("BWW") by anyone in possession of
            material, non-public information concerning BWW. While it is not
            possible to define "material information" to cover every set of
            circumstances that might arise, a general guide is that information
            is considered "material" if there is a substantial likelihood that a
            reasonable investor would consider it important in determining
            whether to buy, sell or hold stock. Violations of insider trading
            laws may be punishable by fines and/or imprisonment. During the
            terms of this Agreement, you may be provided with material,
            non-public information regarding BWW. You hereby acknowledge that
            you are familiar with insider trading laws and will not purchase or
            sell BWW stock while in possession of material, non-public
            information.

                                       34
<PAGE>

         IN WITNESS WHEREOF,  the parties have executed this Franchise Agreement
on the dates written below.


FRANCHISEE:                             US:

                                        BUFFALO WILD WINGS
                                        INTERNATIONAL, INC.




Date:________________                   Date:__________________


_____________________                   _______________________


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

By:__________________

   Its:______________


                                       35
<PAGE>

                   PERSONAL GUARANTY AND AGREEMENT TO BE BOUND
                     PERSONALLY BY THE TERMS AND CONDITIONS
                           OF THE FRANCHISE AGREEMENT

            In consideration of the execution of the Franchise Agreement (the
"Agreement") between BUFFALO WILD WINGS INTERNATIONAL, INC. ("we" or "us") and
(the "Franchisee"), dated , 2006 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 Franchisee,
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, including but not limited to the non-compete provisions in
subparagraph 10.D, 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 waive (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 Franchisee 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 Franchisee.

            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 Franchisee or any other person; (2) such liability
will not be diminished, relieved or otherwise affected by the Franchisee'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 Franchisee 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.


FRANCHISEE:_____________________________

PERSONAL GUARANTORS:


                    ____________________           ____________________
                        Individually                   Individually

                    ____________________           ____________________
                        Print Name                      Print Name

                    ____________________           ____________________
                         Address                         Address

                    ____________________           ____________________
                    City State  Zip Code           City  State Zip Code

                    ____________________           ____________________
                        Telephone                        Telephone


                                       2
<PAGE>

                    ____________________           ____________________
                        Individually                   Individually

                    ____________________           ____________________
                        Print Name                      Print Name

                    ____________________           ____________________
                         Address                         Address

                    ____________________           ____________________
                    City State  Zip Code           City  State Zip Code

                    ____________________           ____________________
                        Telephone                        Telephone

                                       3
<PAGE>

                      OWNERSHIP AND MANAGEMENT ADDENDUM TO
                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT


            1. Control Person. You represent and warrant to us that the
following person, and only the following person is the Control Person:

            NAME                        TITLE                           ADDRESS



            2. Principal Owner(s). You represent and warrant to us that the
following person(s) and entities, and only the following person(s) and entities,
will be your Principal Owner(s):

                                                                    PERCENTAGE
            NAME                        HOME ADDRESS                OF INTEREST



            3. Unit General Manager. You represent and warrant to us that the
following person, and only the following person, is your Unit General Manager:

            NAME                        TITLE                           ADDRESS



            4. Change. You must immediately notify us in writing of any change
in the information contained in this Addendum and, at our request, prepare and
sign a new Addendum containing the correct information.



            5. Effective Date. This Addendum is effective as of this ______ day
of__________, 2006.



___________________________             ___________________________
Your Initials                           Our Initials


<PAGE>

                      Appendix A to the Franchise Agreement

                                   TRADEMARKS

            You have the right to use the following Trademarks in accordance
with the terms of the Franchise Agreement:

         Service Mark:             BUFFALO WILD WINGS
         Registration No.:         2,239,550
         Registration Date:        April 13, 1999

         Service Mark:             BUFFALO WILD WINGS GRILL & BAR (Design Mark)
         Registration No.:         2,187,765
         Registration Date:        September 8, 1998

         Service Mark:             BETTER-BE-READY BLAZIN'
         Registration No.:         2,433,893
         Registration Date:        March 6, 2001

         Service Mark:             HOME OF THE REAL WING
         Registration No.:         2,247,812
         Registration Date:        May 25, 1999

         Service Mark:             SOMETHING WILD HAS COME TO TOWN
         Registration No.:         2,234,404
         Registration Date:        March 23, 1999

         Service Mark:             GOTTA WING IT
         Registration No.:         2,556,785
         Registration Date:        April 2, 2002

         Service Mark:             WINGS. BEER. SPORTS. ALL THE ESSENTIALS
         Registration No.:         2,905,689
         Registration Date:        November 30, 2004


            We may amend this Appendix A from time to time in order to make
available additional Trademarks or to delete those Trademarks that become
unavailable. You agree to use only those Trademarks that are then currently
authorized.

            The Trademarks must be used only in the manner that we specify. No
deviations will be permitted.


<PAGE>

                      Appendix B to the Franchise Agreement

                               THE DESIGNATED AREA

As stated in Subparagraph 2.B. of the Franchise Agreement,  subject to the terms
and conditions of the Franchise Agreement, the Designated Area in which you will
locate and operate the Restaurant is defined as follows:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________


The Designated Area is considered fixed as of the date of the Franchise
Agreement.


FRANCHISEE:                             FRANCHISOR:


                                        BUFFALO WILD WINGS
                                        INTERNATIONAL, INC.


_____________________________           _____________________________

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

_____________________________

By:__________________________

   Its:______________________


<PAGE>

                      Appendix C to the Franchise Agreement

                                ADDENDUM TO LEASE

            This Addendum to Lease, dated ______________, 200__, is entered into
between __________________("Landlord"), and _______________________("Tenant").

                                    RECITALS

A.          The parties have entered into a Lease Agreement, dated _________,
            200__, (the "Lease") pertaining to the premises located at
            _______________________________________ (the "Premises").

B.          Landlord acknowledges that Tenant has agreed to operate a Restaurant
            at the Premises pursuant to Tenant's Franchise Agreement (the
            "Franchise Agreement") with Buffalo Wild Wings International, Inc.
            ("BWW") under the name "Buffalo Wild Wings Grill & Bar" or other
            name designated by BWW (the "Restaurant").

C.          The parties desire to amend the Lease in accordance with the terms
            and conditions contained in this Addendum to provide BWW the
            opportunity to preserve the Premises as a BWW branded restaurant as
            provided herein.

                                    AGREEMENT

Landlord and Tenant agree as follows:

1.          Remodeling and Decor. Landlord agrees that Tenant has the right to
            remodel, equip, paint and decorate the interior of the Premises and
            to display such proprietary marks and signs on the interior and
            exterior of the Premises as Tenant is reasonably required to do
            pursuant to the Franchise Agreement and any successor Franchise
            Agreement under which Tenant may operate a Restaurant on the
            Premises. Any remodel of the building and/or its signs shall be
            subject to Landlord's prior and reasonable approval.

2.          Assignment. Tenant does not have the right to sublease or assign the
            Lease to any third party without BWW's and Landlord's written
            approval. Tenant has the right to assign all of its right, title and
            interest in the Lease to BWW, its affiliates or its parent company,
            at any time during the term of the Lease, including any extensions
            or renewals, without first obtaining Landlord's consent. No
            assignment will be effective, however, until BWW or its designated
            affiliate gives Landlord written notice of its acceptance of the
            assignment. BWW or its parent company will be responsible for the
            lease obligations incurred after the effective date of the
            assignment. If BWW elects to assume the Lease under this
            subparagraph or unilaterally assumes the lease as provided for in
            subparagraph 3(a) or 4(a), Landlord and Tenant agree that (i) Lessee
            will remain liable for the responsibilities and obligations,
            including amounts owed to Landlord, prior to the date of assignment
            and assumption, and (ii) BEWW will have the right to sublease the
            Premises to another franchisee with Landlord's prior reasonable
            approval - reasonableness to be based on proposed new franchisee's
            related business experience and credit history, provided the
            franchisee meets BWW's then-current standards and requirements for
            franchisees and agrees to operate the Restaurant as a Buffalo Wild
            Wings restaurant pursuant to a Franchise Agreement with BWW. Upon
            receipt by Landlord of an assumption agreement pursuant to which the
            assignee agrees to assume the Lease and to observe the terms,
            conditions and agreements on the part of Tenant to be performed
            under the Lease, the BWW Entity shall thereupon be released from all
            liability as tenant under the Lease from and after the date of
            assignment, without any need of a written acknowledgment of such
            release by Landlord.

                                      -1-

3.          Default and Notice.

            (a)         Landlord shall send BWW copies of all notices of default
                        it gives to Tenant concurrently with giving such notices
                        to Tenant. If Tenant fails to cure any defaults within
                        the period specified in the Lease, Landlord shall
                        promptly give BWW written notice thereof, specifying the
                        defaults Tenant has failed to cure. BWW has the right to
                        unilaterally assume the Lease if Tenant fails to cure.
                        BWW shall have 15 days from the date BWW receives such
                        notice to exercise, by written notice to Landlord and
                        Tenant, its right for BWW or its designee (the "BWW
                        Entity") to assume the Lease. BWW shall have an
                        additional 15 days from the expiration of Tenant's cure
                        period in which to cure the default or violation.

            (b)         If the BWW Entity elects to assume the Lease, the BWW
                        Entity shall not be required to cure defaults and/or to
                        begin paying rent until Landlord delivers possession of
                        the Premises to the BWW Entity. The BWW Entity shall
                        have the right, at any time until Landlord delivers
                        possession of the Premises, to rescind the option
                        exercise, by written notice to Landlord.

            (c)         All notices to BWW must be sent by registered or
                        certified mail, postage prepaid, to the following
                        address:

                           Buffalo Wild Wings International, Inc.
                           1600 Utica Avenue South
                           Suite 700
                           Minneapolis, MN 55416
                           Attention: General Counsel

            BWW may change its address for receiving notices by giving Landlord
written notice of the new address. Landlord agrees that it will notify both
Tenant and BWW of any change in Landlord's mailing address to which notices
should be sent.

4. Termination, Non-Renewal, Expiration.

            (a)         If the Franchise Agreement is terminated for any reason
                        during the term of the Lease or any extension thereof,
                        BWW has the right, but not the obligation, to
                        unilaterally assume the Lease by giving Landlord written
                        notice. Within 30 days after receipt of such notice,
                        Landlord shall give a BWW Entity written notice
                        specifying any defaults of Tenant under the Lease.

            (b)         If the Lease contains term renewal or extension right(s)
                        and if Tenant allows the term to expire without
                        exercising said right(s), Landlord shall give BWW
                        written notice thereof, and a BWW Entity shall have the
                        option, for thirty (30) days after receipt of said
                        notice, to exercise the Tenant's renewal or extension
                        right(s) on the same terms and conditions as are
                        contained in the Lease. If a BWW Entity elects to
                        exercise such right(s), it shall so notify Landlord in
                        writing, whereupon Landlord and the BWW Entity shall
                        promptly execute and deliver an agreement whereby the
                        BWW Entity assumes the Lease, effective at the
                        commencement of the extension or renewal term.

                                      -2-
<PAGE>

            (c)         Upon the expiration or termination of the Lease,
                        Landlord will cooperate with and assist BWW in gaining
                        possession of the Premises and if a BWW Entity does not
                        elect to enter into a new lease for the Premises with
                        Landlord on terms reasonably acceptable to the BWW
                        Entity, Landlord will allow BWW to enter the Premises,
                        without being guilty of trespass and without incurring
                        any liability to Landlord, except for any damages caused
                        by BWW's willful misconduct or gross negligence, to
                        remove all signs, awnings, and all other items
                        identifying the Premises as a Buffalo Wild Wings(R)
                        Restaurant and to make such other modifications (such as
                        repainting) as are reasonably necessary to protect the
                        Buffalo Wild Wings(R) marks and system. In the event BWW
                        exercises its option to purchase assets of Tenant,
                        Landlord must permit BWW to remove all such assets being
                        purchased by BWW.

            5. Additional Provisions.

            (a)         Landlord hereby acknowledges that the provisions of this
                        Addendum to Lease are required pursuant to the Franchise
                        Agreement under which Tenant plans to operate its
                        business and the Tenant would not lease the Premises
                        without this Addendum.

            (b)         Landlord further acknowledges that Tenant is not an
                        agent or employee of BWW and the Tenant has no authority
                        or power to act for, or to create any liability on
                        behalf of, or to in any way bind BWW or any affiliate of
                        BWW, and that Landlord has entered into this Addendum to
                        Lease with full understanding that it creates no duties,
                        obligations or liabilities of or against BWW or any
                        affiliate of BWW, unless and until the Lease is assigned
                        to, and accepted in writing by, BWW or its parent
                        company.

            (c)         BWW Entity may elect not to assume or be bound by the
                        terms of any amendment to the Lease executed by Tenant
                        without obtaining BWW's prior written approval, which
                        shall not be unreasonably withheld or delayed.

6.          Sales Reports. If requested by BWW, Landlord will provide BWW with
            whatever information Landlord has regarding Tenant's sales from the
            Restaurant.

7.          Modification. No amendment or variation of the terms of this
            Addendum is valid unless made in writing and signed by the parties
            and the parties have obtained the written consent of BWW.

8.          Reaffirmation of Lease. Except as amended or modified in this
            Addendum, all of the terms, conditions and covenants of the Lease
            remain in full force and effect and are incorporated by reference
            and made a part of this Addendum as though copied herein in full. In
            the event of any conflict between the terms of this Addendum and
            those in the Lease, the terms of this Addendum shall control.

9.          Beneficiary. Landlord and Tenant expressly agree that BWW is a third
            party beneficiary of this Addendum.

            IN WITNESS WHEREOF, the parties have executed this Addendum as of
            the dates written below.

TENANT:                                 LANDLORD:

_________________________________       _________________________________

By_______________________________       By_______________________________

  Its____________________________         Its____________________________

                                      -3-
<PAGE>

                      Appendix D to the Franchise Agreement

                   ELECTRONIC TRANSFER OF FUNDS AUTHORIZATION

                                        Franchisee:
                                        Location:
                                        Date:

                                         -------------- -------------
                                         NEW            CHANGE
                                         -------------- -------------

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

Attention:  Bookkeeping Department
The undersigned  hereby authorizes Buffalo Wild Wings  International,  Inc., its
parent  company or any  affiliated  entity  (collectively,  "BWW"),  to initiate
weekly ACH debit  entries  against  the account of the  undersigned  with you in
payment of amounts for Royalty  Fees,  Advertising  Fees or other  amounts  that
become  payable by the  undersigned  to BWW. The dollar amount to be debited per
payment will vary.

Subject  to the  provisions  of this  letter of  authorization,  you are  hereby
directed to honor any such ACH debit entry initiated by BWW.

This  authorization is binding and will remain in full force and effect until 90
days  prior  written  notice  has  been  given  to you by the  undersigned.  The
undersigned  is  responsible  for, and must pay on demand,  all costs or charges
relating  to the  handling  of ACH  debit  entries  pursuant  to this  letter of
authorization.

Please honor ACH debit entries  initiated in  accordance  with the terms of this
letter  of  authorization,  subject  to  there  being  sufficient  funds  in the
undersigned's account to cover such ACH debit entries.

                                        Sincerely yours,


  *** We also need a VOIDED Check ***
                                                _______________________
                                                       Account Name

        _______________________                 _______________________
               Bank Name                              Street Address

        _______________________                 _______________________
                Branch                          City   State   Zip Code

        _______________________                 _______________________
            Street Address                          Telephone Number

        _______________________              By:_______________________
        City   State   Zip Code

        _______________________              Its:______________________
         Bank Telephone Number

        _______________________             Date:______________________
         Bank's Account Number

        _______________________
        Customer's Account Number


<PAGE>

                      Appendix E to the Franchise Agreement

                              BUFFALO WILD WINGS(R)
               AUTHORIZATION AND GIFT CARD PARTICIPATION AGREEMENT

            The franchisee identified below ("Franchisee") hereby agrees to
participate in the gift card marketing program to be provided by SASH Management
L.L.C. d.b.a. Gift Card Solutions, a Utah limited liability company ("GCS") to
owners of franchises operated under an agreement with Buffalo Wild Wings, Inc.,
a Minnesota corporation, Blazin Wings, Inc., a Minnesota corporation, Buffalo
Wild Wings International, Inc., an Ohio corporation, and Real Wing, Inc., a
Kansas corporation (the aforementioned entities are collectively and
individually referred to as "Franchisor"). This Agreement will continue until
the expiration of the Gift Card Agreement between GCS and Buffalo Wild Wings,
Blazin Wings, Buffalo Wild Wings International, and Real Wing, Inc. dated August
16, 2002. GCS may otherwise terminate this Agreement if Franchisee ceases to
operate outlets pursuant to a franchise agreement with any of the above
referenced entities or, with the consent of the respective franchisor,
franchisee has defaulted under the terms of this Agreement.

            GCS' program is made available to Franchisee in return for
Franchisee's agreement to participate in a TurnKey Gift Card program (the
"Program") that will allow Franchisee's customers to prepay in specific amounts
for product purchases at participating stores and to then purchase product at
any participating store using the gift card (the "Gift Card") provided by GCS
for purchase. To effectuate this, GCS agrees to provide the following:

1.          A complete TurnKey Gift Card processing program, defined to include
            a system for real-time card authorization and accounting and funds
            settlement procedures.

2.          Provide reports that will be available via a secure web site for
            next day viewing of daily transaction detail.

3.          Maintain adequate communication lines for both the issuing and
            verification terminals within the Franchisee's stores.

4.          Inventory management, including ordering and disbursement of cards
            to Franchisee.

5.          Accept and fulfill Gift Card requests from consumers and Franchisee.

6.          Maintain adequate inventory of card stock and other fulfillment
            materials.

7.          With the assistance of Franchisee, prepare individual terminals at
            each Store to accept Gift Cards by programming terminals, gaining
            required permissions from a Store merchant acquirer or through other
            measures that are required for participation in the program.

8.          Maintain an automated balance inquiry system that is available 24
            hours a day 365 days a year which may be accessed by Franchisee by a
            toll free telephone number.

            To effectuate the Program, the Franchisee will have an account which
is credited and debited with certain amounts. Those credits and debits are as
follows:

1.          If a Verifone Terminal/Printer package is to be supplied by GCS to
            Franchisee, as described below, GCS shall bill the Franchisee
            $225.00 for each such package. Said amount shall be due with the
            first monthly payment, as set forth below.

                                      -1-
<PAGE>

2.          There will be a transaction fee for each transaction which is
            performed with respect to a Gift Card issued as part of the program.
            The transaction fee shall be $.16 per transaction, and shall be
            charged for each transaction performed by the Franchisee. The
            cumulative amount of the transaction fees for a particular month
            shall be paid as part of the payment to be made pursuant to the
            terms of this Agreement. A "transaction" shall be defined as the
            initial activation of a Gift Card and each respective use of a Gift
            Card for the purchase of product from a participating store. In
            addition, a transaction shall include the payment of any inactivity
            fee which is debited against a Gift Card.

3.          In addition to the transaction fee, a fee of $.04 per transaction
            will be charged, and this amount will be added to an insurance
            account established for the payment of delinquent franchise
            payments. The insurance account which these fees are added to shall
            be owned by Franchisor, and all amounts paid to this account shall
            be under the control of Franchisor. The cumulative amount of the
            insurance account fees for a particular month shall be paid as part
            of the payment to be made pursuant to the terms of the Agreement.

4.          Each Gift Card which is purchased as part of this program and which
            is not completely used on the date which is the later of one (1)
            year from the initial purchase of the Gift Card or one (1) year from
            the last time the customer added cash to the value of the Gift card
            shall be assessed a fee of $2.00 on such date which shall be debited
            against the remaining value of the Gift Card. This fee shall be
            applied thereafter for each additional month until the earlier of
            the customer adding additional cash to the Gift Card or until the
            remaining balance of the Gift Card is $0.00. The $2.00 inactivity
            fee shall be credited to the Franchisee if the Gift Card was
            purchased at a Franchisee's store.

5.          GCS may modify any of the aforementioned fees, except the insurance
            account fee, to cover any cost increases incurred by GCS when
            material cost increases are sustained from non-related third party
            vendors that provide support services to GCS. These price changes
            can only take place once in each contract year upon sixty (60) days'
            prior written notice to the Franchisee. GCS will not have the power
            to modify the insurance account fee, but this fee may be modified by
            Franchisor, provided the fee may not be greater than $.04 per
            transaction.

6.          GCS will maintain and provide monthly reports of the amounts due
            from the Franchisee. The Franchisee's account shall be debited with
            an amount equal to the value of all Gift Cards sold at the
            Franchisee's stores and all fees which are due from a Franchisee as
            set forth in this Agreement. The Franchisee's account will be
            credited with an amount equal to the value of all product purchased
            from the Franchisee's store using a Gift Card and all inactivity
            fees which are attributed to the Franchisee. The resulting
            difference as of the last day of each month will be the monthly
            amount which is due to or from the Franchisee. This amount will be
            collected from or paid to a participant as set forth below.

7.          GCS shall be solely responsible for the accuracy of all account
            management with regard to the Gift Cards. Any error in the account
            management shall be the sole liability of GCS and GCS shall bear the
            cost of any such error. By way of example and not limitation, if a
            $10.00 Gift Card is sold and entered into the terminal for $10.00
            and GCS accounts for the Gift Card at $100.00, GCS shall be solely
            responsible for the $90.00 discrepancy.

            Franchisee is responsible for providing an electronic card issuing
terminal that is compatible with and can interface with the GCS system to be
used for this Program. GCS will assist Franchisee by programming Franchisee's
individual terminal for a fee of $150.00. GCS will maintain adequate
communication lines for both Franchisee's issuing terminal and verification
terminal. A Verifone Terminal package may be purchased from GCS for Two Hundred
Twenty Five Dollars ($225.00). This amount shall be due with the first monthly
payment, as described above.

                                      -2-
<PAGE>

CS has contracted with Stored Value Systems, Inc. to provide account services
for the Program. Franchisee agrees to have a bank account which will be used to
either withdraw funds that are due from the Franchisee for the Program or into
which funds will be deposited if they are due to Franchisee under the Program.
The Franchisee agrees to execute the attached ACH Authorization Form to allow
Stored Value Systems to electronically debit and credit Franchisee's account. In
the event Franchisee has insufficient funds to pay any amount due hereunder and
such amount is collected from the insurance account referred to above or from
Buffalo Wild Wings, Inc., the paying party shall have the right to recover the
amount paid from Franchisee and Franchisee shall pay said amount to the party
paying the amount due from Franchisee.


Agreed to this_______day of ____________, 2006.


FRANCHISEE:

__________________________

By:_______________________

   Its:___________________


__________________________

By:_______________________

   Its:___________________


Franchisee Legal Business Name: __________________________________

Franchisee's Address:           __________________________________

                                __________________________________


SASH Management, LLC, a Utah Limited Liability Company


By:__________________________________

Its:_________________________________


                                      -3-
<PAGE>

                      Appendix F to the Franchise Agreement

                              BUFFALO WILD WINGS(R)
                 ENROLLMENT FORM AND PORTAL TERMS AND CONDITIONS

WHAT IS THE PORTAL?

The portal has been  designed to provide  franchisees  with a  preliminary  real
estate  analysis  of a  proposed  location.  Franchisees  are able to gather the
required data from one central  source by  leveraging  the power of this portal.
The  following  maps and  reports  are  created  as part of the site  evaluation
package:

a.       Site Overview Map
b.       Competition and Co-Tenants Map
c.       Daytime Employment Map
d.       Traffic Volumes Map
e.       Medium Household Income Map
f.       Mosaic Index Map
g.       Owner Occupied Units Map
h.       Population & Daytime Employment Map
i.       3-5-7 Minute Drive Time Map
j.       Demographic Report
k.       Traffic Location Report
l.       Trade Area Rating Report

HOW DO I GET STARTED?

Once you have enrolled,  you will receive a Welcome Kit from geoVue in the mail.
This kit will contain: a User Guide, Frequently Asked Questions,  your user name
and  password  and other  information.  Your account will be set up with credits
that are  redeemed  for site  packages.  Each time you  process a request  for a
package,  your account will be  decremented.  You must purchase site packages in
blocks of three.

The maps and reports  will be available to you in PDF form via email and through
the portal itself. You will have one year to use the credits you have purchased.


<PAGE>

                                 ENROLLMENT FORM

------------------------------------    ----------------------------------------
Name                                    City


------------------------------------    ----------------------------------------
Company Name                            State


------------------------------------    ----------------------------------------
Company Address                         Zip


------------------------------------    ----------------------------------------
Email Address                           Telephone


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


SITE PACKAGES

Each site package includes the maps and reports in proper form for submission to
corporate. Each site is measured against a pre-determined set of benchmarks.


PAYMENT METHOD

Each package is $400, available in blocks of three (3) for a total of $1,200.

         |_|    Enclosed is a check for $1,200 made payable to geoVue, Inc.

         |_|    Please bill my credit card (Visa, MC or Amex)

                Card Number             ____________________
                Expirations Date        ____________________
                Full Name on Card       ____________________


By signing below and using the geoVue Portal  products,  you agree, for yourself
and any applicable  entities that all services and products are provided subject
to  the  Portal  Terms  and   Conditions,   printed  on  the   following   page.
Non-refundable  payment is due upon placement of order. In certain states,  this
order will be subject to state tax.


Print Name:     ________________________
Title:          ________________________
Signature:      ________________________        Date:____________________


Upon completing this form, please either fax back to (617) 482-3066 or mail to
geoVue, Inc., Attn: Sales, 200 Lincoln Street, Boston, MA 02111. If you require
any additional information, please feel free to call us at 1-800-554-5150.


<PAGE>

                           PORTAL TERMS AND CONDITIONS

1.       ACCEPTANCE OF TERMS
These terms and conditions apply to and govern your use of the geoVue software
and online products, including the Portal available through web sites owned or
controlled by geoVue (collectively, the "Products"). Your use of the Products
signifies your agreement to be bound by these terms and conditions in their
entirety. If you do not agree to be bound by these terms and conditions, you may
not access or otherwise use the Products. You are responsible for obtaining and
paying for the hardware, software, and Internet access required for you to use
the Products. The Products are only to be used within the United States of
America. You acknowledge that transmissions to and from geoVue are not
confidential and your Communications may be read or intercepted by others. At
geoVue's sole discretion, anyone determined to have violated these Terms and
Conditions may be barred, without notice, from using the Products.

2.       LIMITED LICENSE
geoVue grants you a non-exclusive, non-transferable, limited right to access,
use and display the Products and content and the materials thereon only for your
business use as described herein, provided that you comply fully with these
terms and conditions. You shall not interfere or attempt to interfere with the
operation of the Products in any way through any means or device including, but
not limited to, spamming, hacking, uploading computer viruses or time bombs, or
the means expressly prohibited by any provision of these terms and conditions.
The license, unless otherwise specified, is for utilization by a single user or
a single-user workstation at any one time. You shall not use or permit the use
of Products for the benefit of any other entities.

3.       CHANGES TO TERMS AND
CONDITIONS geoVue reserves the right, at its sole discretion, to change, modify,
add or remove any portion of these terms and conditions, in whole or in part, at
any time upon written notice. Your continued use of the Products after any
changes to these terms and conditions will be considered acceptance of those
changes.

4.       OWNERSHIP; RESTRICTIONS
geoVue owns, controls, licenses or has the right to use and provide the Products
and all material in the Products, including, without limitation, text, images,
articles, photographs, illustrations, audio and video clips, (collectively the
"Content"). All Products and Content are Copyright (C) 2004 geoVue, Inc.,
protected pursuant to U.S. copyright laws, international conventions, and other
copyright laws. You agree to abide by any and all copyright notices, information
or restrictions displayed on the Products. Except as expressly provided herein,
you may not use the Products and Content, and geoVue reserves all copyrights
therein. All Business logos are the registered trademarks of their respective
owners. All rights reserved. You are responsible for complying with all
applicable laws, rules and regulations regarding your use of the Products and
Content. In the event of any permitted publication of material from the
Products, no changes in or deletion of author attribution, trademark, legend or
copyright notice shall be made.

5.       INDEMNIFICATION
You agree that you shall indemnify, defend and hold harmless geoVue, and its
officers, directors, owners, agents, employees, Content providers, affiliates,
and licensors (collectively, the "Indemnified Parties") from and against any and
all losses, damages, liabilities, and claims and all fees, costs, expenses, of
any kind related thereto (including, without limitation, reasonable attorneys'
fees) incurred by the Indemnified Parties in connection with any claim arising
out of, based upon or resulting from your use of the Products or Content geoVue
reserves the right, at its own expense, to assume the exclusive defense and
control of any matter otherwise subject to indemnification by you and you shall
not in any event settle any matter without the written consent of geoVue.

6.       LINKS TO OTHER WEB PAGES

The Products may
contain links and pointers to the other related World Wide Web Internet pages,
resources, and sponsors of the Products. Links to or from any Products and
third-party sites, maintained by third parties, do not constitute an endorsement
by geoVue or any of its subsidiaries and affiliates of any third-party resources
or their contents. Links do not imply that geoVue is affiliated or associated
with or/is legally authorized to use any trademark, trade name, logo or
copyright symbol displayed in or accessible through the links, or that any
linked web sites are authorized to use any trademark, trade name, logo or
copyright symbol of geoVue, any of their affiliates or licensors.

7.       DISCLAIMER OF WARRANTIES AND DAMAGES; LIMITATION OF LIABILITY
The site selection package is a preliminary report and assessment based upon
data available on geoVue's databases. It is provided without representation or
warranty. Not all retailers, competitors, employers, or streets were reviewed.
Acceptable sites may not be available on favorable terms within the indicated
areas. The assessment may be (or become) inaccurate due to changing demographic
and economic conditions; opening and closing of retailers, employers and
competitors; modifications to roads and other transportation systems; and other
causes. It is your responsibility to fully analyze the indicated area to remain
aware of the changes in it, and to seek locations that are the most
advantageous. Upon delivery of the purchased site selection reports, you will no
longer have access to any data or information you had previously created,
maintained, managed, or stored in Products. geoVue is under no obligation to
maintain any such data or information. Your obligations pursuant to Section 1
(ACCEPTANCE OF THE TERMS), Section 2 (LIMITED LICENSE), Section 4 (OWNERSHIP;
RESTRICTIONS), Section 5 (INDEMNIFICATION), Section 7 (DISCLAIMER OF WARRANTIES
AND DAMAGES; LIMITATION OF LIABILITY), and Section 8 (GENERAL PROVISIONS) shall
survive the termination of your use of the Products. THE PRODUCTS, INCLUDING ALL
CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR
ACCESSED THROUGH THE PRODUCTS, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS,
WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE. NEITHER geoVue NOR ITS CONTENT PROVIDERS WARRANT THAT THE
FUNCTIONS, FEATURES OR CONTENT CONTAINED IN THE PRODUCTS WILL BE UNINTERRUPTED
OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OTHER PRODUCTS OR THE
SERVERS) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS; NOR DO THEY MAKE ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY
OR RELIABILITY OF THE PRODUCTS, THE CONTENT THEREOF, THE MATERIALS, INFORMATION
AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE
PRODUCTS, ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR
ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION
THROUGH THE PRODUCTS OR ANY LINKED PRODUCTS. geoVue AND ITS SUBSIDIARIES AND
AFFILIATES MAKE NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE
PRODUCTS, INCLUDING WITHOUT LIMITATION. THE CONTENT AND ANY ERRORS CONTAINED
THEREIN UNDER ANY DIRECT OR INDIRECT CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO
geoVue's NEGLIGENCE. IF YOU ARE DISSATISFIED WITH THE PRODUCTS OR ANY MATERIALS
ON THE PRODUCTS, YOUR SOLE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO
THE GREATER OF THE AMOUNT ACTUALLY PAID FOR BY YOU FOR THE PRODUCTS OR FIVE
DOLLARS (USD $5.00). UNDER NO CIRCUMSTANCES SHALL geoVue, ITS SUBSIDIARIES,
AFFILIATES OR CONTENT PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR
THE INABILITY TO USE, THE CONTENT, MATERIALS AND FUNCTIONS IN THE PRODUCTS,
INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST
BUSINESS, EVEN IF SUCH ENTITIES OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL
LIABILITY OF geoVue, ITS SUBSIDIARIES AND AFFILIATES TO YOU FOR ALL DAMAGES,
LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT
LIMITED T0, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS AND CONDITIONS OR
YOUR USE OF THE PRODUCTS EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS (USD
$100.00).

8.       GENERAL PROVISIONS
These terms and conditions shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts, without regard to conflicts of
laws provisions. The sole and exclusive jurisdiction for any action or
proceeding arising out of or related to these terms and conditions shall be an
appropriate State or Federal court located in the Commonwealth of Massachusetts
and you hereby irrevocably consent to the jurisdiction of such courts. If for
any reason a court of competent jurisdiction finds any provision of these terms
and conditions, or portion thereof, to be unenforceable, that provision shall be
enforced to the maximum extent permissible so as to effect the intent of these
terms and conditions, and the remainder of these terms and conditions shall
continue in full force and effect. These terms and conditions constitute the
entire agreement between you and geoVue with respect to the subject matter
hereof, and supersede all previous written or oral agreements between the
parties with respect to such subject matter. No waiver by either you or geoVue
of any breach or default hereunder shall be deemed to be a waiver of any
preceding or subsequent breach or default. The section headings used herein are
for convenience only and shall not be given any legal import.


<PAGE>

                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                           FRANCHISE 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  Franchise  Agreement to the
contrary, the Agreement is amended to include the following:

1.          The fourth and fifth sentences of Section 15.B of the Agreement are
hereby deleted in their entirety.

2.          Section 15.B of the Agreement is hereby amended to include the
following:

            Nothing in this Section 15.B, 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 Franchise Agreement, nothing in
            the Offering Circular may contradict or be inconsistent with the
            contract terms.

3.          The first sentence of Section 15.I is hereby deleted in its
entirety, and the following substituted in lieu thereof:

            Subject to Section 12.A, 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.          The Acknowledgment Addendum attached to the Franchise Agreement
(and specifically stating that it is not for use in the State of Illinois) is
unenforceable under Illinois law because it may have the effect of forcing a
franchisee to waive or release certain rights that you as a franchisee have
under the Illinois Franchise Disclosure Act, 815 IL ss. 705.

5.          Except as amended herein, the Franchise 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:________________________


                                      -1-
<PAGE>

                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                           FRANCHISE 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  Franchise  Agreement to the
contrary, the Agreement is amended as follows:

1.          The following sentence is added to the end of Section 14.C:

            Notwithstanding the preceding sentence, any claims arising under the
            Maryland Franchise Registration and Disclosure Law must be brought
            within three years after the date of this Agreement.

2.          The following sentence is hereby added to the end of Section 11.D.6:

            Nothing in this Section 11.D.6, however, will act as a release,
            estoppel or waiver of any liability incurred under the Maryland
            Franchise Registration and Disclosure Law.

3.          The following sentence is hereby added to the end of Section 15.B:

            Nothing in this Section 15.B, however, will act as a release,
            estoppel or waiver of any liability incurred under the Maryland
            Franchise Registration and Disclosure Law.

4.          Section 15.I is amended to provide that you may bring a lawsuit in
Maryland for claims arising under the Maryland Franchise Registration and
Disclosure Law. Section 15.I 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.

5.          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.

6.          Except as amended herein, the Franchise 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:________________________


                                      -2-
<PAGE>

                                RELEASE OF CLAIMS

            For and in consideration of the agreements and covenants described
below, Buffalo Wild Wings International, Inc. ("BWW") and ("Franchisee") enter
into this Release of Claims ("Agreement").

                                    RECITALS

            A. BWW and Franchisee entered into a BUFFALO WILD WINGS(R) Franchise
            Agreement dated __________, ____________.

            B. [NOTE: Describe the circumstances relating to the release.]

            C. Subject to and as addressed with greater specificity in the terms
            and conditions set forth below, BWW and Franchisee now desire to
            settle any and all disputes that may exist between them relating to
            the Franchise Agreement.

                                   AGREEMENTS

            1. CONSIDERATION. [NOTE: Describe the consideration paid.]

            2-3. [NOTE: Detail other terms and conditions of the release.]

            4. RELEASE OF CLAIMS BY BWW. In consideration of, and only upon full
            payment of $________ to BWW, and the other terms and conditions of
            this Agreement, the receipt and sufficiency of which is hereby
            acknowledged, BWW, for itself, its parent company and for each of
            its affiliated corporations, subsidiaries, divisions, insurers,
            indemnitors, attorneys, successors, and assigns, together with all
            of its past and present directors, officers, employees, attorneys,
            agents, assigns and representatives does hereby release and forever
            discharge Franchisee and each of his heirs, executors, successors,
            and assigns of and from any and all actions, suits, proceedings,
            claims (including, but not limited to, claims for attorney's fees),
            complaints, judgments, executions, whether liquidated or
            unliquidated, known or unknown, asserted or unassorted, absolute or
            contingent, accrued or not accrued, disclosed or undisclosed,
            related to the Franchise Agreement. This release does not release
            Franchisee from any obligations he may have under this Agreement.

            5. RELEASE OF CLAIMS BY FRANCHISEE. In consideration of the other
            terms and conditions of this Agreement, the receipt and sufficiency
            of which is hereby acknowledged, Franchisee, for himself and for
            each of his heirs, executors, administrators, insurers, attorneys,
            agents, representatives, successors, and assigns, does hereby
            release and forever discharge Buffalo Wild Wings International,
            Inc., its parent company and each of its respective affiliated
            corporations, subsidiaries, divisions, insurers, indemnitors,
            attorneys, successors, and assigns, together with all of their past
            and present directors, officers, employees, attorneys, agents,
            assigns and representatives in their capacities as such, of and from
            any and all actions, suits, proceedings, claims (including, but not
            limited to, claims for attorney's fees), complaints, charges,
            judgments, executions, whether liquidated or unliquidated, known or
            unknown, asserted or unasserted, absolute or contingent, accrued or
            not accrued, related to the Franchise Agreement.

            6. RESERVATION OF CLAIMS AGAINST NON-SETTLING PARTIES. Buffalo Wild
            Wings International, Inc. and Franchisee expressly reserve their
            right and claims against any non-settling persons, firms,
            corporations, or other entities for whatever portion or percentage
            their damages are found to be attributable to the wrongful conduct
            of said non-settling parties.

                                      -2-
<PAGE>

            7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
            between the parties relative to the subject matter contained herein,
            and all prior understandings, representations and agreements made by
            and between the parties relative to the contents contained in this
            Agreement are merged into this Agreement.

            8. VOLUNTARY NATURE OF AGREEMENT. The parties acknowledge and agree
            that they have entered into this Agreement voluntarily and without
            any coercion. The parties further represent that they have had the
            opportunity to consult with an attorney of their own choice, that
            they have read the terms of this Agreement, and that they fully
            understand and voluntarily accept the terms.

            9. GOVERNING LAW AND JURISDICTION. This Agreement will be construed
            and enforced in accordance with the law of the state of
            ____________.

            10. ATTORNEYS' FEES. All rights and remedies under this Agreement
            shall be cumulative and none shall exclude any other right or remedy
            allowed by law. In the event of a breach of this Agreement that
            requires one of the parties to enforce the terms and conditions of
            this Agreement, the non-prevailing party shall pay the prevailing
            party's attorneys' fees and costs incurred by reason of the breach.


Dated: ______________,2006              BUFFALO WILD WINGS INTERNATIONAL, INC.

                                        ________________________________________
                                        By:_____________________________________
                                        Its:____________________________________


Dated: ______________,2006              FRANCHISEE:

                                        ________________________________________
                                        By:_____________________________________
                                        Its:____________________________________


                                      -3-
<PAGE>

                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                           FRANCHISE 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 Franchise
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.          The second sentence of Section 12.B of the Agreement is deleted in
its entirety and will have no further force and effect and the following is
substituted in lieu thereof:

            Therefore, it is mutually agreed that in the event of a breach or
            threatened breach of any of the terms of this Agreement by you, we
            will forthwith be entitled to seek an injunction restraining such
            breach or to a decree of specific performance, without showing or
            proving any actual damage, together with recovery of reasonable
            attorneys' fees and other costs incurred in obtaining said equitable
            relief, until such time as a final and binding determination is made
            by the arbitrators.

4.          Section 15.J is hereby deleted in its entirety.

5.          No release language set forth in the Franchise Agreement shall
relieve Franchisor or any other person, directly or indirectly, from liability
imposed by the laws concerning franchising in the State of Minnesota, provided,
that this part will not bar the voluntary settlement of disputes.

6.          Except as amended herein, the Franchise 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:________________________

                                      -4-
<PAGE>

                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                           FRANCHISE 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  Franchise
Agreement to the contrary, the Agreement is amended to include the following:

1.          Notwithstanding anything contained in Section 12.A of the Franchise
Agreement, any arbitration proceeding must take place in the city nearest to the
your Business in which the American Arbitration Association maintains an office
and facility for arbitration, or at such other location as may be mutually
agreed upon by the parties.

2.          Covenants not to compete such as those mentioned in Sections 10.D
of the Franchise Agreement may be subject to Section 9-08-06 of the North Dakota
Century Code and unenforceable in the State of North Dakota if contrary to
Section 9-08-06.

3.          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 15.I 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 under Paragraph 12 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 Designated Area in which the you are located.

4.          Section 15.J is hereby deleted from the Franchise Agreement, as a
waiver of punitive damages is considered unenforceable in the State of North
Dakota.

5.          Pursuant to Section 51-19-09 of the North Dakota Franchise
Investment Law, a franchisee may not be required to sign a general release as a
condition of renewal under Section 4.B of the Franchise Agreement.

6.          Except as amended herein, the Franchise 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:________________________

                                      -2-
<PAGE>

                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                           FRANCHISE 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  Franchise
Agreement to the contrary, the Agreement is amended to include the following:

1.          Section 15.B of the Franchise Agreement is amended by the addition
of the following language:

            If any of the provisions in the Franchise Offering Circular or
            Franchise 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 Franchise Agreement with regard to
            any franchise sold in Washington.

2.          The second sentence of Section 12.A is hereby deleted in its
entirety and the following substituted in lieu thereof

            The arbitration must take place either in the state of Washington,
            or in a place mutually agreed upon at the time of the arbitration,
            or as determined by the arbitrator.

3.          Paragraph 16 of the Franchise 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.

4.          Except as amended herein, the Franchise 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:________________________

                                      -1-
<PAGE>

                                   ADDENDUM TO
                              BUFFALO WILD WINGS(R)
                           FRANCHISE 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  Franchise  Agreement to the
contrary, the Agreement is amended to include the following:

1.          Notwithstanding anything which may be contained in the body of the
Franchise Agreement to the contrary, Section 13.B of the Agreement pertaining to
"Termination by Us" 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 Franchise 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:________________________

                                      -2-
<PAGE>

                              BUFFALO WILD WINGS(R)
                           DEVELOPER INCENTIVE PACKAGE
                         ADDENDUM TO FRANCHISE AGREEMENT

This Addendum is appended to, and made a part of, the BUFFALO WILD WINGS
Franchise Agreement, dated __________ (the "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 Agreement. In the event of any conflict between the terms of this
Addendum and those in the Agreement, the terms of this Addendum shall control.


The Agreement is hereby amended as follows:

1.          The Agreement was entered into pursuant to an Area Development
            Agreement between you and us dated ________________ (the
            "Development Agreement"). Subject to the following conditions, if
            you open your Restaurant by the date required for the Restaurant
            under the Development Agreement, Royalty Fees will be abated for the
            first 52 weeks of operation of your Restaurant. If you default under
            your Agreement during the first 52 weeks of operation, the abatement
            of Royalty Fees will be forfeited from the date a written notice of
            default is issued to you.

2.          You acknowledge and agree that the Restaurant and the Agreement are
            subject to certain provisions of the Development Agreement,
            including, but not limited to, Section 8.F thereunder.

3.          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 the foregoing Addendum
as of the date first written above.


YOU:                                    WE:      BUFFALO WILD WINGS
                                        INTERNATIONAL, INC.


_______________________________         ________________________

By:____________________________         By:     Sally J. Smith
                                           ---------------------

   Its:________________________            Its: President & CEO
                                               -----------------


By:____________________________

   Its:________________________

                                      -2-
<PAGE>

                           ACKNOWLEDGMENT ADDENDUM TO
                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT

As you know, you and we are entering into a Franchise Agreement for the
operation of a BUFFALO WILD WINGS(R) franchise. 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
            Franchise 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 Franchise Agreement? Check one: ( ) Yes ( ) No. If no, please
            comment:
                ________________________________________________________________
                ________________________________________________________________

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

3.          Did you receive a copy of the Franchise Agreement at least 5
            business days prior to the date on which the Franchise 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 Franchise 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.          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:
                ________________________________________________________________
                ________________________________________________________________

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:
                ________________________________________________________________
                ________________________________________________________________

                                      -2-
<PAGE>

8.          Do you understand that that the franchise granted is for the right
            to develop and operate the Restaurants in the Designated 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 Designated Territory using any trademarks other
            than the BUFFALO WILD WINGS Trademark; and (iii) inside the
            Designated 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 Franchise Agreement)? Check one: (__) Yes (__) No.
            If no, please comment:
                ________________________________________________________________
                ________________________________________________________________

9.          Do you understand that the Franchise Agreement contains the entire
            agreement between you and us concerning the franchise for the
            Restaurant, meaning that any prior oral or written statements not
            set out in the Franchise Agreement will not be binding? Check one:
            (__) Yes (__) No. If no, please comment:
                ________________________________________________________________
                ________________________________________________________________

10.         Do you understand that the success or failure of your Restaurant
            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:_________________            Print Name:     Sally J. Smith,
                                                        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.

                                      -3-
<PAGE>

                           ACKNOWLEDGMENT ADDENDUM TO
                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT

As you know, you and we are entering into a Franchise Agreement for the
operation of a BUFFALO WILD WINGS(R) franchise. 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
            Franchise 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 Franchise Agreement? Check one: ( ) Yes ( ) No. If no, please
            comment:
                ________________________________________________________________
                ________________________________________________________________

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

3.          Did you receive a copy of the Franchise Agreement at least 5
            business days prior to the date on which the Franchise 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 Franchise 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.          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:
                ________________________________________________________________
                ________________________________________________________________

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:
                ________________________________________________________________
                ________________________________________________________________

                                      -2-
<PAGE>

8.          Do you understand that that the franchise granted is for the right
            to develop and operate the Restaurants in the Designated 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 Designated Territory using any trademarks other
            than the BUFFALO WILD WINGS Trademark; and (iii) inside the
            Designated 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 Franchise Agreement)? Check one: (__) Yes (__) No.
            If no, please comment:
                ________________________________________________________________
                ________________________________________________________________

9.          Do you understand that the Franchise Agreement contains the entire
            agreement between you and us concerning the franchise for the
            Restaurant, meaning that any prior oral or written statements not
            set out in the Franchise Agreement will not be binding? Check one:
            (__) Yes (__) No. If no, please comment:
                ________________________________________________________________
                ________________________________________________________________

10.         Do you understand that the success or failure of your Restaurant
            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:_________________            Print Name:     Sally J. Smith,
                                                        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.

                                      -3-
<PAGE>

                           ACKNOWLEDGMENT ADDENDUM TO
                    BUFFALO WILD WINGS(R) FRANCHISE AGREEMENT

As you know, you and we are entering into a Franchise Agreement for the
operation of a BUFFALO WILD WINGS(R) franchise. 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
            Franchise 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 Franchise Agreement? Check one: ( ) Yes ( ) No. If no, please
            comment:
                ________________________________________________________________
                ________________________________________________________________

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

3.          Did you receive a copy of the Franchise Agreement at least 5
            business days prior to the date on which the Franchise 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 Franchise 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.          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:
                ________________________________________________________________
                ________________________________________________________________

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:
                ________________________________________________________________
                ________________________________________________________________

                                      -2-
<PAGE>

8.          Do you understand that that the franchise granted is for the right
            to develop and operate the Restaurants in the Designated 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 Designated Territory using any trademarks other
            than the BUFFALO WILD WINGS Trademark; and (iii) inside the
            Designated 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 Franchise Agreement)? Check one: (__) Yes (__) No.
            If no, please comment:
                ________________________________________________________________
                ________________________________________________________________

9.          Do you understand that the Franchise Agreement contains the entire
            agreement between you and us concerning the franchise for the
            Restaurant, meaning that any prior oral or written statements not
            set out in the Franchise Agreement will not be binding? Check one:
            (__) Yes (__) No. If no, please comment:
                ________________________________________________________________
                ________________________________________________________________

10.         Do you understand that the success or failure of your Restaurant
            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:_________________            Print Name:     Sally J. Smith,
                                                        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.


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