Exhibit 10.2





                                LICENSE AGREEMENT

                                 By and between

                                TGI FRIDAY'S INC.

                                       And

                              POORE BROTHERS, INC.


                            Dated as of April 3, 2000






[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED
<PAGE>
                                TABLE OF CONTENTS

1.   DEFINITIONS............................................................   3

2.   LICENSE, GRANT, TERM AND USE...........................................   6

3.   OWNERSHIP, GOODWILL AND PROTECTION OF RIGHTS...........................   8

4.   PROPRIETARY MARKS PROTECTION...........................................   9

5.   APPROVALS AND QUALITY..................................................  10

6.   MARKETING..............................................................  14

7.   REPORTS, ROYALTIES, PAYMENTS, STATEMENTS...............................  15

8.   BOOKS, RECORDS AND USE OF FACILITIES...................................  16

9.   SALES BY LICENSEE AFTER TERMINATION OR EXPIRATION OF AGREEMENT.........  17

10.  REPRESENTATIONS OF FRIDAY'S............................................  18

11.  REPRESENTATIONS OF LICENSEE............................................  19

12.  INDEMNIFICATION........................................................  19

13.  INSURANCE..............................................................  20

14.  CONFIDENTIAL INFORMATION...............................................  21

15.  REMEDIES...............................................................  22

16.  ASSIGNMENT.............................................................  22

17.  DEFAULT AND TERMINATION................................................  23

18.  FORCE MAJEURE..........................................................  25

19.  BROKERS................................................................  25

20.  DISPUTE RESOLUTION.....................................................  25

21.  RELATIONSHIP OF PARTIES/INDEPENDENT OPERATION..........................  27

22.  PROPRIETARY MARKS......................................................  27

23.  PURCHASE OPTION........................................................  29

24.  GOVERNING LAW; JURISDICTION............................................  28

25.  MISCELLANEOUS..........................................................  29


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED
<PAGE>
                                LICENSE AGREEMENT

     This LICENSE  AGREEMENT  (this  "Agreement") is made and entered into as of
the 3RD day of April,  2000 (the "Effective  Date"), by and between TGI FRIDAY'S
INC., a New York (U.S.)  corporation  ("Friday's")  and Poore Brothers,  Inc., a
Delaware corporation ("Licensee").

                                    PREMISES

     WHEREAS,  Licensee desires to license from Friday's and Friday's is willing
to license to Licensee the right to utilize certain  Proprietary  Marks (defined
below) of Friday's  in the  manufacture,  marketing,  sale and  distribution  of
certain products and services upon the terms and conditions herein set forth;

     NOW, THEREFORE,  in consideration of these premises,  hereinafter set forth
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, Friday's and Licensee agree as follows:

1. DEFINITIONS

     As used in this  Agreement,  the  following  terms shall have the following
meanings:

     AAA - American Arbitration Association

     ACCOUNT - an account designated by Friday's to receive Payments

     ACTION  -  any  cause  of  action,   suit,   proceeding,   claim,   demand,
investigation or inquiry (whether a formal proceeding or otherwise) with respect
to which Licensee's indemnity (described in Section 12) applies

     AFFILIATE - Carlson Restaurants Worldwide Inc. or any subsidiary thereof or
any subsidiary of Friday's

     BUSINESS  DAYS - each calendar day,  except  Saturday,  Sunday and national
legal holidays under the laws of the country of the recipient of the notice

     COMMENCEMENT  DATE - the first to occur of (i) the date  Friday's  Products
are first sold by Licensee; or (ii) the Marketing Date

     CONFIDENTIAL  INFORMATION - the terms of this  Agreement and any amendments
hereto, and all other information,  know-how, and techniques, including, but not
limited to, product specifications, materials, designs, styles, product sources,
computer systems,  marketing decisions and directions,  trade secrets,  proposed
trademarks and other proprietary  matters and data imparted or made available by
either party to the other which is (i) designated as confidential, (ii) known by
either party to be considered  confidential by the other, or (iii) by its nature
inherently or reasonably considered confidential


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

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     DISTRIBUTION  CHANNELS - airline sales,  supermarkets,  mass merchandisers,
warehouse clubs, convenience stores, drug stores, vending machines and wholesale
distributors  servicing  these  operations  and other  traditional  distribution
channels  requested  by  Licensee  and  approved  in  writing by  Friday's  (but
specifically excluding direct mail, television marketing, carnivals, flea market
vendors, and other retailers which traditionally service a secondary,  over-run,
off-price  or  irregular  market)  and,  subject  to the  specific  approval  of
Friday's, internet.

     EARNED ROYALTIES - a royalty equal to [*] based upon cumulative Gross Sales
of all Products  payable on a quarterly basis on prior  quarterly  sales. In the
event of a "close out" sale of the  Products,  the Earned  Royalties  shall be a
royalty equal to [*] of Gross Sales from such "close out" sale. "Close out" sale
shall mean a sale at which the  Products are sold at a discount of not less than
fifty percent (50%) of the regular retail price of the Products sold by Licensee
to its  customers,  but a "close out" sale is not permitted  unless  approved in
advance by Friday's.

     FRIDAY'S - TGI Friday's Inc.

     FRIDAY'S STYLE GUIDE - a printed manual Friday's provides to Representative
and Licensee setting forth certain guidelines for using the Proprietary Marks

GROSS SALES - The total of:

     A. actual  sales price  (whether for cash,  credit or other  consideration)
from the sale of Friday's Products by Licensee  (including service charges added
to a customer's bill or invoices,  if applicable including receipts from mail or
telephone orders received or filled by Licensee;

     B. all deposits not refunded to purchasers;

     C. orders taken at Licensee's place of business, although filled elsewhere;

     D. payments to Licensee by any  concessionaire,  licensee or third party in
respect of use of Friday's Products; and

     E.  promotional or other  allowances to customers in an amount equal to the
retail price thereof, to the extent that said amount for promotional  allowances
exceeds  [*] of  Gross  Sales,  calculated  without  inclusion  of said  amount.
Promotional  allowances  provided  in exchange  for goods or  services  shall be
included in "Gross Sales" without exclusion.

     Each charge or sale upon  installment  or credit shall be treated as a sale
for the full price in the  accounting  month during which such charge or sale is
made.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

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     "Gross Sales" shall not include receipts from sales of other  extraordinary
items (unless bearing any Proprietary  Mark) made outside the ordinary course of
business.

     The following items shall be deducted from the total actual sales price, to
the extent such items were previously included therein:

     1. the  amount of any BONA FIDE cash or credit  refunds  made upon any sale
where the  Products  sold are returned by the customer and accepted by Licensee,
or where the sale results in a receivable are deemed non-collectible by Licensee
due to customer's bankruptcy; and

     2. freight, sales tax or other taxes required to be separately collected by
Licensee  directly  from  customers  and accounted for and paid by Licensee to a
taxing authority; and

     3. the amount of any cash  discounts,  not to exceed [*] of Gross  Sales of
the Products.

     INDEMNITEES  -  Friday's,  its  directors,   officers,  employees,  agents,
shareholders,   affiliates,   successors  and  assignees,   and  the  respective
directors, officers, employees, agents, shareholders and affiliates of each

     MARKETING DATE - June 1, 2000

     MINIMUM SALES - Minimum Sales means: [*].

     PAYMENT(S)-  all transfers of funds from  Licensee to Friday's,  including,
without  limitation,  the payment of the Royalty  Fee and the  reimbursement  of
expenses

     PREMIUMS  - means  any  article  given  free or sold at less than the usual
selling price for the purpose of fund  raising,  sales,  incentive,  combination
sales,  prices,  publicizing  any  other  product  or  service  or for any other
give-away or promotional purpose

     PRODUCT(S) - Friday's  branded  salted  snacks and snack mixes  offered for
retail sale and consumption outside any T.G.I.  Friday's restaurant,  which bear
one or more Proprietary Mark(s)

     PROPRIETARY  MARK(S) - certain  trademarks,  trade  names,  service  marks,
emblems  and indicia of origin or  ownership,  designated  by Friday's  and more
particularly described in Exhibit "A" hereto

     RECALL- Any announcement by either party involving the return of Product to
stores by the public or the  pulling of Product  from  stores,  or  Distribution
Channels due to public health concerns/emergency or as otherwise mutually agreed
upon by the parties as justified or commercially reasonable. Any recall shall be
at Licensee's expense,  and any destruction of Product shall be attested to in a
certificate signed by an officer or principal of Licensee.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

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     ROYALTY FEE(S) means the Earned Royalties due from sales during a quarter.

     TERM - a period  commencing on the Effective  Date and  continuing,  unless
terminated  earlier  pursuant  to the terms of this  Agreement,  until [*].  The
parties  agree to begin good faith renewal term  negotiations  at least 180 days
prior to the expiration of this Agreement.

     TERRITORY - The United States, its territories and possessions, US Military
bases and Puerto Rico as  geographically  constituted on the Effective Date, and
such other geographic  regions that are added with the mutual written consent of
the parties.

     TGIFM - TGI Friday's of Minnesota Inc., a Minnesota (U.S.) corporation, and
a subsidiary of Friday's

     TRADEMARK   ACTION  -  an  action,   suit,   proceeding,   claim,   demand,
investigation or inquiry alleging infringement or "passing-off," brought or made
against  Licensee in connection  with  Licensee's  use of any  Proprietary  Mark
(provided such use was made in accordance with the direction or written approval
of Friday's) pursuant to this Agreement

     TRADEMARK DAMAGES - all fines, expenses,  reasonable attorneys' fees, court
costs, settlement amounts,  judgments,  reasonable costs of advertising material
and media time/space,  and costs of changing,  substituting or placing the same,
and all  expenses of recall,  refunds,  public  notices  and other such  amounts
incurred by Licensee and directly and  proximately  attributable  to a Trademark
Action;   PROVIDED,   HOWEVER,   that  "Trademark  Damages"  shall  not  include
compensatory,  consequential,  exemplary  or  punitive  damages,  lost  sales or
profits, damage to goodwill or reputation, costs or damages resulting from delay
or  other  costs,   expenses  or  other  damages  not  directly  or  proximately
attributable to the Trademark Action

2. LICENSE, GRANT, TERM AND USE

     A.  LICENSE;  GRANT;  TERM.  Subject  to the terms and  conditions  of this
Agreement,  Friday's hereby grants to Licensee the exclusive right,  license and
privilege to use the Proprietary  Marks during the Term in connection  with, and
only in connection with, the  manufacture,  distribution and sale by Licensee of
the Products in types,  presentations and styles approved by Friday's in writing
and in advance; PROVIDED,  HOWEVER, that Friday's reserves the right unto itself
and for the  benefit of its  Affiliates  and the  franchisees  or  licensees  of
Friday's or its Affiliates, the right to manufacture,  distribute and sell items
and goods similar or identical to the Products  using the  Proprietary  Marks in
restaurants and/or hotels owned, operated,  managed or franchised by Friday's or
any Affiliates, and in offices occupied by Friday's or any Affiliates.

     B.  LIMITATIONS.  The  Proprietary  Marks shall be used by Licensee only in
connection with the  manufacture,  distribution  and sale of the Products during
the Term and may not be used for any other  merchandise.  The Proprietary  Marks
shall be affixed to all Products in such a manner as will preserve the exclusive
rights of Friday's (subject to this Agreement) to the use thereof.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

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     C.  MARKETING.  Subject  to the  provisions  of  Sections  4, 5 and  17(A),
Licensee shall, at its sole expense,  use diligent,  good faith efforts to sell,
market and promote the Products in the Territory;  PROVIDED,  HOWEVER, that none
of such marketing  activities or strategies shall be conducted or carried out in
such a manner as to have an  adverse  impact on the  Proprietary  Marks,  or the
goodwill associated  therewith all costs and expenses relating to such marketing
activities and strategy shall be borne by Licensee.

     D.  NON-COMPETITION.  During the Term,  neither Licensee nor its affiliated
corporations  shall  engage,  by  license  or  otherwise,  in  the  manufacture,
distribution,  retail sale,  marketing  or promotion of salted  snacks and snack
mixes  under the brand  name of any [*].  Friday's  acknowledges  that  Licensee
reserves the right to manufacture,  distribute,  sale, market and promote salted
snacks  and  snack  mixes:  (i)  under  its  existing  trademarks  (such as Tato
Skins(R))  without  any  restrictions  whatsoever;  and (ii) under  third  party
private-label trademarks other than as expressly set forth above.

     E.  THIRD  PARTY  MANUFACTURERS.  Subject  to all terms of this  Agreement,
Licensee has the limited right to authorize third party manufacturers to use the
Proprietary  Marks in the manufacture or creation of the Products  provided that
such  authorization  is limited to  producing  the  Product for  Licensee  only.
Licensee shall provide Friday's with a complete list of such  manufacturers  and
shall require all such manufacturers to sign the Subcontractor  Agreement as set
forth in  Exhibit  "B" or to sign an  agreement  which  incorporates  the  terms
contained in the Subcontractor  Agreement which has been pre-approved in writing
by Friday's.  Licensee shall be responsible for ensuring that its manufacturers'
use of the Proprietary Marks,  production of the Products, and any other actions
in accordance with the  Subcontractor  Agreement satisfy all the requirements of
this  Agreement.  Licensee  shall  assume  all  responsibility  for any  actions
undertaken by such  manufacturers  relating to the use of the Proprietary  Marks
and the  manufacture,  sale or  distribution  of the  Products.  Licensee  shall
provide to Friday's a fully executed copy of each Subcontractor Agreement.

     F. NO OTHER RIGHT TO LICENSED MARKS.  This Agreement conveys to Licensee no
other  rights in the  Proprietary  Marks or to other  intellectual  property  of
Friday's;  nor does this Agreement grant rights to intellectual  property to any
other party.

     G. NO RIGHTS OUTSIDE TERRITORY.  Licensee agrees that it possesses no right
to sell the Product to exporters or others for resale or reshipment  outside the
Territory.  In the event that  Licensee  becomes aware that any party to whom it
sells the  Product  intends  to sell or ship,  or is selling  or  shipping,  the
Product  outside  the  territory,  Licensee  shall take  actions  which are both
commercially  reasonable  and  legally  permissible  to  prevent  such  sales or
shipment.

     H. FRIDAY'S  MODIFICATION OF PROPRIETARY MARKS.  Licensee acknowledges that
from time to time and without Licensee's  approval,  Friday's may modify certain
elements of the  Proprietary  Marks,  add new marks,  or discontinue  the use of
certain Proprietary Marks.  Accordingly,  Friday's does not represent or warrant
that the Proprietary  Marks or any of its elements will be maintained or used in
any particular  fashion.  In the event that Friday's makes  modification  to the
Proprietary  Marks,  this  Agreement  will be subject to any such  modifications


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

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effective upon written notification from Friday's;  provided, however, that: (i)
no such  modifications or  discontinuances  shall materially  impair  Licensee's
rights  or  licenses  hereunder;  and (ii)  Licensee  may  continue  to sell and
distribute,  and shall not be  required to destroy or cease  using,  any Product
inventories  (including  packaging and labeling components thereof that have not
yet been  consumed)  that exist or are part of work in progress as of Licensee's
receipt of the modification notification.

     I.  PROPRIETARY  MARKS. In connection  therewith,  Licensee agrees that (i)
Licensee shall not pledge,  mortgage or otherwise encumber the Proprietary Marks
and (ii)  Licensee  shall  not use any of the  Proprietary  Marks as part of its
corporate or other name.

3. OWNERSHIP, GOODWILL AND PROTECTION OF RIGHTS

     A.  ACKNOWLEDGMENT.  Each party  acknowledges  the other party's  exclusive
right, title, and interest in and to its trademarks, trade names, service marks,
emblems  and indicia of origin or  ownership  ("Marks")  (including  in Friday's
case, the Proprietary  Marks), and shall not at any time during the Term of this
Agreement or  thereafter  do or permit to be done any act or thing which impairs
the rights of the other  party with  respect  to its Marks.  Neither  party will
represent  that  it has any  ownership  in the  other  party's  Marks  or in any
registration  of them and shall not attempt to  register  such Marks alone or as
part of its own trademark or service mark in any jurisdiction. Each party agrees
that it will not, during the Term of this Agreement,  or thereafter,  attack the
validity or  distinctiveness  of the other party's Marks.  Each party  expressly
intends  and agrees that all use of the other  party's  Marks shall inure to the
sole benefit of the other party.

     B.  CONFUSINGLY  SIMILAR  MARKS.  Neither party shall use or authorize use,
either  during or after the term of this  Agreement,  any  configuration,  mark,
name, design, logo or other designation confusingly similar to the other party's
Marks.  Should a party, during the Term of this Agreement or anytime thereafter,
assert  ownership  in any  insignia,  mascot,  designation,  or trademark in any
jurisdiction,  which is the same as, or confusingly  similar to any of the other
party's  Marks,  such party will,  upon request of the other party,  transfer or
assign all right, title, and interest that it asserts in such insignia,  mascot,
designation,  or trademark,  including but not limited to any registrations,  to
the other party or its designee.

     C. REGISTRATIONS.  Each party agrees that it shall not, on the basis of its
use of the other party's  Marks,  oppose or seek to cancel in any court or state
or federal agency in any jurisdiction, including, but not limited to, the United
States  Patent and Trademark  Office,  any  registration  for any mark which the
other party files an application or obtains a registration for, whether such use
by the other party is direct or through other licensees or authorized users.

     D.  MODIFICATIONS BY LICENSEE.  Neither party shall,  without prior express
written  permission  of the  other,  develop or  authorize  the  development  of
variations of the other party's Marks or elements included within such Marks. In
the event that  Friday's  grants  such  rights,  any  designs  created  shall be
included in the Proprietary Marks licensed hereunder, Friday's shall own all the
rights in such new design,  and Licensee shall execute any documents required to
transfer such rights to Friday's.  All uses and rights of and to the new designs
shall inure to the  exclusive  benefit of Friday's and Friday's may register and
protect the same in its own name, as it deems necessary or appropriate.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

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     E.  GOODWILL.  Licensee  recognizes the value of the publicity and goodwill
associated with the Proprietary  Marks,  acknowledges that the Proprietary Marks
and any  marks  confusingly  similar  to the  Proprietary  Marks  have  acquired
secondary  meaning,  and that all related rights and goodwill belong exclusively
to Friday's. Neither party shall conduct any activity or produce goods, which in
any way question the other's ethics or lawful practices,  nor shall either party
do  anything  that  damages  or  reflects  adversely  upon the  other.  Friday's
recognizes the value of the publicity and goodwill  associated  with  Licensee's
Marks,  acknowledges that Licensee's Marks and any marks confusingly  similar to
Licensee's Marks have acquired  secondary  meaning,  and that all related rights
and  goodwill  belong  exclusively  to  Licensee.  The parties  agree that:  (i)
Licensee's  current  Mark - Tato  Skins(R)  -- is not  and  will  not be  deemed
confusingly  similar to the  Proprietary  Marks under which the Products will be
marketed and sold.

4. PROPRIETARY MARKS PROTECTION

     A.  UNAUTHORIZED  USE.  Licensee's  use of the  Proprietary  Marks  without
Friday's prior written  approval as required herein shall constitute a breach of
this Agreement and shall be promptly cured by Licensee pursuant to Section 17(A)
below.  Licensee also  acknowledges  that  irreparable  injury to Friday's shall
occur if the use  continues,  and that Friday's  shall be entitled to injunctive
relief,  and  applicable  damages,   costs  and  attorneys'  fees  arising  from
Licensee's failure to timely cure any such unauthorized use.

     B. THIRD PARTY UNAUTHORIZED USE OF PROPRIETARY MARKS.

          1.  NOTIFY  FRIDAY'S.  Licensee  shall use its best  efforts to notify
     Friday's, in writing, if Licensee learns of any manufacture,  distribution,
     sale or advertisement of any product or service that is of the same general
     type or class as the Products  that  Licensee is authorized to use and that
     is  marketed  or  distributed  using  confusingly   similar  marks  as  the
     Proprietary Marks. Licensee shall not commence,  prosecute or institute any
     action or  proceeding  against any  person,  firm or  corporation  alleging
     infringement,  imitation  or  unauthorized  use  of the  Proprietary  Marks
     without the prior written consent of Friday's.

          2. APPROPRIATE ACTION. Friday's shall have the sole right to determine
     the  appropriate   action  to  be  taken  against  any  such  infringement,
     imitation,  unauthorized use, improper registration of, or improper attempt
     to register the Proprietary Marks,  including the sole discretion to settle
     any claims or any controversy arising out of any such claims. Except as set
     forth  below,  Licensee  shall not have any  rights  against  Friday's  for
     damages or otherwise by reason of any  determination by Friday's not to act
     with respect to any alleged infringement,  imitation or unauthorized use by
     others of the  Proprietary  Marks and/or the  Products;  nor shall any such
     determination  of Friday's  affect the validity or  enforceability  of this
     Agreement.  Should an alleged  infringement  materially  impair  Licensee's
     rights under this Agreement,  and should Licensee  request in writing (with


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

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<PAGE>
     reference  to this Section and the rights set forth  herein) that  Friday's
     take appropriate action against the alleged infringer,  and should Friday's
     thereafter fail to take reasonable and  appropriate  action,  then Licensee
     may terminate this Agreement for  convenience  upon 30 days prior notice to
     Friday's  unless within such 30 day period  Friday's  shall have  commenced
     (and  thereafter  pursue)  reasonable  and  appropriate  action against the
     infringer.  Any and all  damages/settlements  recovered  in any  action  or
     proceeding  shall  belong  solely  and  exclusively  to  Friday's,   unless
     otherwise agreed to in writing by Friday's.

     C. REASONABLE  ASSISTANCE.  Licensee  agrees to provide  Friday's with such
reasonable  assistance  as Friday's may require in obtaining  any  protection of
Friday's rights to the Proprietary  Marks;  provided,  however,  that Licensee's
reasonable  out of pocket costs,  if any,  incurred in providing  such requested
assistance shall be reimbursed by Friday's.

5. APPROVALS AND QUALITY

     A. QUALITY AND  STANDARDS.  In order to maintain the reputation of Friday's
and its  Proprietary  Marks,  Licensee  agrees to comply  with  written  quality
standards  and  specifications  provided  to  Friday's  by  Licensee  upon final
approval of the Product  prior to  manufacturing  as agreed to in writing by the
parties in  connection  with the approval of a specific  Product) in  connection
with the  manufacture  of the  Products,  and to comply with the Friday's  Style
Guide in creating promotional and packaging material used in connection with the
Products and not to make use of the Proprietary  Marks without the prior written
approval of Friday's.  In order to  facilitate  the approval  process,  Licensee
shall comply in all respects with the procedures set forth in this Section.

     B. APPROVAL OF PRODUCTS AND PACKAGING.  Licensee shall furnish to Friday's,
free of cost,  for its written  approval  as to quality and style,  at least the
number of samples  specified  below of each of the Products to be  manufactured,
distributed,  sold or otherwise used under this  Agreement,  together with their
packaging,  hangtags,  and wrapping material in each of the following successive
stages:  (i) at least  one (1)  sample  of  rough  sketches/layout  concepts  or
description of flavor or food  (including,  without  limitation,  details of the
materials to be used, application of artwork and rough product dimensions); (ii)
at least one (1) sample of all finished artwork or final proofs;  (iii) at least
one (1) sample of all prototypes or strike-offs;  (iv) at least twenty-four (24)
samples of finished products, including all packaging materials from the initial
production run; and (v) two (2) samples from weekly  reproduction runs (provided
that Licensee shall provide such additional samples from clauses (iv) and (v) as
Friday's may request from time to time).  Friday's shall be entitled to keep all
samples  from each  successive  stage  submitted  by  Licensee  pursuant to this
Section.  No Products or other material utilizing the Proprietary Marks shall be
manufactured  (except to the extent  required  to produce  production  samples),
sold,  distributed,  promoted or otherwise used in any manner  whatsoever by the
Licensee  without the prior  written  approval of Friday's of such  Products and
materials at each successive  stage.  Without  limiting the foregoing,  Licensee
acknowledges  that at each stage of the  aforesaid  approval  process,  Friday's
shall have the right to modify or disapprove any aspect of the samples delivered
to Friday's that fails to comply with the written  guidelines or  specifications
referred  to Section  5(A),  notwithstanding  the prior  approval of Friday's of


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       8
<PAGE>
related  samples  at  any  earlier  stage  of  the  approval  process,  and  the
disapproval  by  Friday's of any  samples at any stage of the  approval  process
shall not result in any  liability  on the part of  Friday's as a result of such
disapproval.  If Friday's  fails to approve in writing  any  product  submission
within forty five (45) days after receipt of Licensee's submission, such failure
shall be deemed to constitute approval of the submission.

     C. APPROVAL OF ADVERTISING AND PROMOTIONAL PROGRAMS AND MATERIALS. Licensee
may,  subject to the prior  written  approval of  Friday's,  use textual  and/or
pictorial  matter  pertaining to the Proprietary  Marks on product labels and on
such promotional, display, point of purchase ("POP") and advertising material as
may, in Licensee's  reasonable judgment,  promote the sale of the Products to be
manufactured,  distributed,  sold or otherwise  used under this  Agreement.  All
materials  described in the preceding sentence must be submitted to Friday's for
its prior written approval at the following stages, as appropriate to the medium
used: (i) rough  concepts;  (ii) layout,  story board and/or  script;  and (iii)
finished  materials.  No such material shall be used in any manner whatsoever by
Licensee in connection with the Products  without the prior written  approval of
Friday's of such material at each successive stage. If Friday's fails to approve
in  writing  any  submission  within  forty-five  (45)  days  after  receipt  of
Licensee's  submission,  such failure shall be deemed to constitute  approval of
the submission. Licensee shall provide three (3) copies of each advertisement or
other promotional materials used by Licensee.

     D.  EFFECT OF FAILURE TO OBTAIN  APPROVAL  BY  FRIDAY'S.  Any  Products  or
promotional  materials  used in connection  therewith not approved in writing by
Friday's  shall be deemed to be unlicensed  and Licensee  shall have no right to
manufacture,  sell,  distribute  or promote  any such  Products  or  promotional
materials.  If Friday's  requires any changes or modifications to be made to any
material  submitted  to  Friday's  for its  written  approval in order to ensure
compliance with the specifications or standards of quality of Friday's, Licensee
agrees  promptly  to make  such  changes  or  modifications.  If any  unapproved
Products or promotional materials are manufactured,  distributed, sold, promoted
or otherwise used,  Friday's shall consult with Licensee to determine  whether a
Recall of the Product is appropriate under the circumstances.

     E.  MODIFICATIONS;  CHANGES.  Any  modification of a Product or promotional
material  must be  submitted  to  Friday's  for  written  approval  prior to its
manufacture, sale, distribution or promotion, as if it were a new Product or new
promotional  material,  and will be subject,  among other things,  to all of the
requirements of Section 4.B. Approval of a Product or promotional material which
uses  particular  artwork does not imply approval of such artwork for use with a
different Product or promotional material. Furthermore,  approval of any Product
or  promotional  material,  including,  but not  limited  to,  the  non-licensed
components thereof, in a particular color, does not constitute or imply approval
of such Product or  promotional  material in any other color or  combination  of
colors.

     F. CONSISTENCY OF PRODUCT QUALITY.  Products and promotional materials must
conform in all respects to the final  production  samples or finished  materials
approved by Friday's.  At any time (and from time to time) during the Term, upon
receipt of a written request from Friday's,  Licensee agrees to provide promptly
to  Friday's  a  reasonable  number  of  samples  of  the  Products  and  of the


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       9
<PAGE>
promotional  and packaging  materials  relating to the  Products,  at no cost to
Friday's, for quality control inspection.  The value of all samples furnished to
Friday's shall not be included in Gross Sales. If, in the reasonable judgment of
Friday's,  the  quality  of  a  Product  originally  approved  by  Friday's  has
materially  deteriorated in later production runs, or if a Product has otherwise
been  materially  altered,  Friday's  shall  consult with  Licensee to determine
whether a Recall of the Product is appropriate under the circumstances.

     G.  OWNERSHIP  AND USE OF  ARTWORK  AND  DESIGNS.  Friday's  shall  own all
copyrights,  trademarks and other  proprietary  rights in any and all artwork or
designs  authorized for use hereunder by Friday's that incorporates or otherwise
includes the Proprietary  Marks.  Licensee further agrees and acknowledges  that
any and all  artwork or designs  authorized  for use  hereunder  by  Friday's in
connection  with the  Products  or which  otherwise  features  or  includes  the
Proprietary  Marks are works  made for hire  within  the  meaning  of the United
States  Copyright  Act and  shall  be owned in  their  entirety  exclusively  by
Friday's.  Friday's  reserves for itself or its  designees all rights to use any
and all artwork or designs created, utilized and/or approved hereunder,  without
limitation.  Friday's agrees, however, that it will not authorize the use of any
artwork or designs created by Licensee pursuant to this Agreement on any product
in the same "licensed  product category" as the product for which the artwork or
design was created by Licensee,  without the prior written  consent of Licensee,
during  the  period of time the  product  for which the  artwork  or design  was
created by Licensee is being sold at retail. To the extent any artwork or design
created by Licensee or any other person or entity and used with the  Proprietary
Marks is not  deemed to be a work  made for hire,  Licensee  hereby  assigns  to
Friday's all copyrights, trademarks and other proprietary rights in such artwork
or design.  Licensee  agrees to  execute,  or cause to be executed by any of its
employees who  participate  in the creating of any such artwork or designs,  any
additional documents proposed by Friday's to effectuate and confirm the sole and
exclusive  ownership  by  Friday's  of  all  copyrights,  trademarks  and  other
proprietary rights in and to such artwork and designs. Furthermore, if any third
party makes or has made any  contribution  to the creation of artwork or designs
authorized for use hereunder,  Licensee  agrees to obtain from such party a full
assignment  of rights so that the foregoing  assignment  by Licensee  shall vest
full rights in Friday's.  Notwithstanding  the foregoing,  Licensee warrants and
represents that all contributions to the creation of artwork or designs shall be
undertaken as works made for hire for Licensee on behalf of Friday's.

     H.  PREPARATION  OF ARTWORK BY FRIDAY'S.  Licensee  may, from time to time,
request the assistance of Friday's in the  preparation of certain  artwork to be
used in connection  with the Products.  In the event Friday's  agrees to provide
such assistance,  Friday's will provide Licensee with an estimate of the cost of
artwork  to be  created by  Friday's  (or by third  parties  under  contract  to
Friday's)  for  use in  the  development  of the  Products  and/or  any  related
promotional or packaging  materials at the then prevailing  commercial art rates
available  to  Friday's.  Upon  Licensee's  written  approval  of the  estimate,
Friday's will prepare the artwork (or cause the artwork to be prepared) and will
provide to Licensee an invoice  upon the  completion  of the  artwork.  Licensee
shall pay to  Friday's  the amount of the  invoice  within  thirty  (30) days of
receiving the invoice. If in the opinion of Friday's,  it is necessary to modify
artwork  initially  prepared by Licensee and submitted  for  approval,  Friday's
shall so notify  Licensee.  Licensee  will  either  modify  the  artwork  to the
satisfaction  of  Friday's  or agree to pay  Friday's  for making  the  required
modifications.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       10
<PAGE>
     I. CONFORMANCE WITH STANDARDS;  COMPLIANCE WITH LAWS. Licensee  represents,
warrants and covenants  that the Products  shall at all times (i) conform in all
material  respects with the written standards of quality of Friday's provided to
Licensee  with  respect  to  design,  styling,  packaging,  labeling  and  sales
promotion,  as appropriate for high quality  products of such type; (ii) conform
to the statements made on the container and/or label of each such Product; (iii)
be of uniform  quality and fit for the  purposes  for which each such Product is
intended; and (iv) be produced,  packaged,  labeled,  distributed,  promoted and
advertised in compliance with all applicable laws, rules and regulations.

     J.  REGISTRATION  OF  ARTWORK.   In  the  event  any  presentation  of  the
Proprietary Marks or design or artwork requires,  in the reasonable  judgment of
Friday's,  that Friday's apply to register such presentation in any jurisdiction
in the  Territory,  Friday's  shall  bear the cost and  expenses  for each  such
application.

     K. APPROVAL STANDARDS.  Whenever the approval of Friday's is required under
this Agreement (unless otherwise expressly  provided),  such approval may not be
unreasonably withheld or delayed.

     L.  DAMAGED OR  DEFECTIVE  PRODUCTS.  Licensee  shall not  knowingly  sell,
give-away  or deliver to any  person,  firm,  corporation  or entity  (except as
expressly  provided  herein or with the prior written  approval of Friday's) any
materials displaying the Proprietary Marks that contain any damaged or defective
Products.  If any  damaged or  defective  Products  and/or  any other  materials
displaying  the  Proprietary  Marks are  distributed  by Licensee  other than as
authorized pursuant to the terms hereof, Friday's shall consult with Licensee to
determine   whether  a  Recall  of  the   Product  is   appropriate   under  the
circumstances.

     M. LICENSEE MARKS.  Upon first obtaining the consent of Friday's,  Licensee
may use any proprietary mark owned by licensee  ("Licensee Mark") in conjunction
with the Proprietary Marks;  PROVIDED,  HOWEVER, that the Proprietary Marks must
be displayed in a more prominent manner than the Licensee Marks. Nothing in this
Section is intended to give Licensee the right to register  additional  Licensee
Marks for the  purposes  of  circumventing  the  provisions  of Section  5.G and
Section 15 of this  Agreement.  Licensee  Marks  shall not be subject to Section
5(G) of this Agreement.

6. MARKETING

     A.  RESPONSIBILITY.  Subject to the terms,  conditions and  limitations set
forth herein, Licensee shall be solely responsible for marketing and promotional
activities with respect to the Products in the Territory.

     B. MINIMUM EXPENDITURES.  During the term of this Agreement, Licensee shall
spend on consumer marketing and promotion of the Products an annual amount equal
to not less than [*] of the Gross Sales for the previous 12 month period, or for
the initial 12 month period, [*] of the Gross Sales for that period.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       11
<PAGE>
     C. MARKETING AND DISTRIBUTION PROGRAM.

          1.  Licensee  shall  provide  to  Friday's  a written  description  of
     Licensee's  planned marketing and distribution  program covering the entire
     Term prior to marketing any of the Products. Such written description shall
     include a  distribution  list,  identifying  the types of entities to which
     Licensee  will  distribute  the Products,  as well as a description  of the
     planned  Products,  advertising,  marketing dates and promotions.  Licensee
     shall not proceed  with the  implementation  of the initial  program or any
     substantial   modification  of  its  marketing  and  distribution  program,
     including  substantial  changes  in  its  distribution   network,   without
     obtaining  the prior  written  approval of Friday's.  If Friday's  fails to
     approve  any  program  or  modification  within  forty-five  (45) days of a
     written description of such program or modification,  such failure shall be
     deemed to constitute approval of the proposed program or modification. Upon
     request from  Friday's at any time,  Licensee  shall  provide a list of its
     current customers and distributors for the Products.

          2. No Products may be used as Premiums, without prior written approval
     of  Friday's.  A  detailed  description  of  any  such  planned  use of the
     Products,  including, but not limited to, information about the quantity of
     merchandise  involved and the purpose of the  program,  must be provided to
     Friday's.  Notwithstanding  the  foregoing,  Friday's  shall be  deemed  to
     approve in advance the  practice of providing up to [*] of each Product per
     store as "free fill," (where  applicable) and no Earned  Royalties shall be
     due on such Premiums. If Licensee fails to obtain prior written approval of
     Friday's  of such use of the  Products,  Friday's  shall have the option to
     require  Licensee  to pay full Earned  Royalties  on all  Products  used as
     Premiums.

     D.  MARKETING  DATE;  DISTRIBUTION.  Licensee shall use its best efforts to
commence  distribution  of each  category of Products  through its  Distribution
Channels  no  later  than  thirty  (30)  days  following  the  Marketing   Date.
Specifically,  Licensee shall launch a minimum of three (3) products  within one
(1) year of the Effective Date.  Beginning on the Marketing Date, and continuing
throughout the remainder of the Term, Licensee shall diligently and continuously
market and distribute the Products  utilizing the  Proprietary  Marks.  Licensee
shall at all  times  maintain  the  ability  to  supply,  within a  commercially
reasonable time, the reasonably foreseeable demand for the Products.  Licensee's
failure to perform,  as provided in this  Section  6(D),  shall not be deemed an
Event of Default  but shall  instead  give rise to  Friday's  early  termination
rights  under  Section  17(B)(3);   provided,  however,  that  if  a  reasonable
extrapolation  of Gross Sales to date suggests  that Licensee  shall achieve the
Minimum  Sales  targets,   and  current  selling  activities  are  substantially
consistent with Licensee's past activities, Friday's may not invoke this Section
6(D) to request an early termination.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       12
<PAGE>
7. REPORTS, ROYALTIES, PAYMENTS, STATEMENTS

     A. PURPOSE. Licensee acknowledges and agrees that the Royalty Fee reflects,
in part,  certain  expenses  incurred or to be incurred by Friday's in providing
services  hereunder and the continued right to use the Proprietary  Marks on the
Products during the Term.

     B. MONTHLY SALES REPORT. Licensee shall provide Friday's on a monthly basis
a sales report for the prior month by Product SKU.

     C. INTENTIONALLY OMITTED

     D. ROYALTY FEE.  Within thirty (30) days  following each March 31, June 30,
September  30 and  December 31 of the Term,  Licensee  shall pay to Friday's the
Earned  Royalties due from sales of the Products  during the preceding  quarter,
except as set forth below.  Friday's  acknowledges that Licensee currently sells
approximately  $10  million  per  year of Tato  Skins(R)  brand  snack  chips as
"Vending  Products"  within the  Territory  ("Vending  Products"  are defined as
products which are both sold to vending distributors and are 1.75 ounces or less
in stated  weight).  Licensee  shall  have the  option in its sole and  absolute
discretion,  exercisable  upon written  notice to Friday's and  compliance  with
Section 5 hereof,  to cancel its separate  distribution  of Tato Skins(R)  brand
snack  chips  as  Vending  Products  in  favor  of  packaging  and  distributing
substantially  similar Products as Vending Products under the Proprietary Marks.
Should Licensee exercise this conversion option,  Licensee shall not be required
for the term of this  Agreement  to pay Earned  Royalties on and may deduct from
the  calculation  of Gross  Sales the sale of such  Vending  Products  under the
Proprietary  Marks to the extent that Gross Sales of such Vending  Products in a
calendar  quarter  do not  exceed  the gross  sales of the Tato  Skins(R)  brand
Vending Products for the last  corresponding  seasonal quarter (i.e.,  1st, 2nd,
3rd or 4th quarter)  preceding the date of Licensee's written notice to Friday's
under this subsection.  By way of examples:  (1) if Licensee's written notice is
provided  on June 30,  2000,  Gross  Sales of such  Vending  Products  under the
Proprietary  Marks for the 3rd calendar quarter of 2000 equals  $3,000,000,  and
quarterly gross sales of Tato Skins(R) brand Vending Products was $2,500,000 for
the 3rd calendar quarter of 1999 (the corresponding  quarter prior to Licensee's
delivery of written  notice under this  Section),  then Licensee  would only pay
Royalty  Fees  based  on  Gross  Sales  equal  to  the  difference  --  $500,000
($3,000,000 - $2,500,000); and (2) assuming same facts as in (1) above, and that
Gross  Sales of the Vending  Products  under the  Proprietary  Marks for the 4th
calendar  quarter of 2000 equals  $2,000,000,  and quarterly gross sales of Tato
Skins(R) brand Vending  Products was $2,100,000 for the 4th calendar  quarter of
1999 (the corresponding  quarter prior to Licensee's  delivery of written notice
under this  Section),  then Licensee would not pay any Royalty Fees based on the
4th quarter 2000 sales of the Vending Products.

     E. ROYALTY  STATEMENT.  The royalty  statement  shall  include  therein the
product  style  number,  SKU,  product  description,  the unit  price,  class of
distribution (mass market,  grocery store,  specialty,  etc.), royalty rate, and
total  Royalty  Fee due,  and shall be signed by a duly  authorized  officer  of
Licensee and certified as accurate.  Such  statement  shall show, by customer in
the Territory,  the total gross  invoiced price of Products  distributed or sold
during  the  previous  quarter,   the  amount  of  any  discounts,   allowances,
non-payments (or amounts received with respect to previous non-payment amounts),
credits and returns  which are deducted  therefrom  and the  computation  of the
amount of the Earned Royalties payable thereunder in respect of such Gross Sales


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       13
<PAGE>
for such period.  Such royalty statements shall be furnished to Friday's whether
or not any  Products  have been sold  during the period to which such  statement
relates.

     F. EARNED  ROYALTY UPON  TERMINATION.  In the event of  termination of this
Agreement,   within  three  (3)  months  after  such  termination,  a  statement
indicating Gross Sales,  customer  payments and Earned Royalty earned during the
period from the last regular  statement until the date of  termination.  Fifteen
(15) days after such final statement,  Licensee shall pay to Friday's the amount
of any Earned Royalty accrued during this period.

     G. MANNER OF PAYMENT.  All Payments  shall be made in United States dollars
by delivery of payment to Friday's  at the address  specified  by Friday's  from
time to time. Payments shall be made: (i) as described elsewhere in Section 7 in
the case of the  Royalty  Fee; or (ii) not more than thirty (30) days after date
of invoice.  Delinquent  Payments  shall bear  interest  from the due date until
deposited at twelve  percent  (12%) per annum or the maximum  rate  permitted by
law, whichever is less.

     H. Intentionally Omitted

8. BOOKS, RECORDS AND USE OF FACILITIES

     A. BOOKS AND RECORDS.  Licensee shall keep, maintain, and preserve,  during
the Term and for at least two (2) years thereafter,  complete and accurate books
of accounts and records covering all transactions relating to the license hereby
granted, and Licensee's manufacture, distribution, sale, promotion and marketing
of the  Products,  including,  but not limited to,  accounts  and records of the
computation  of Gross Sales in accordance  with  generally  accepted  accounting
principles (consistent with the definition of "Gross Sales" set forth in Section
1)  and  sales  by  Product,  by  retailer,   by  region  and  by  style  and/or
presentation.

     B.   EXAMINATION   AND  AUDIT.   Friday's   and/or   its  duly   authorized
representatives  shall have the right,  during regular  business hours,  for the
Term of this Agreement and for one (1) year thereafter, to examine such books of
accounts and records and all other  documents and materials in the possession or
under the control of Licensee  with respect to the subject  matter and the terms
of this Agreement,  and Friday's shall have free and full access thereto and the
right to make extracts  therefrom  and to make  photocopies  thereof;  PROVIDED,
HOWEVER,  that such  access  shall be  limited  to no more than one  examination
during any given calendar year, shall be taken upon no less than 30 days written
notice to  Licensee  at a time  convenient  to  Licensee,  and shall not  unduly
disrupt Licensee's normal business activities.  In the event of any underpayment
or  overpayment  of Royalty  Fee,  such  amount  shall be paid or  refunded,  as
appropriate,  within thirty (30) days after such amount has been  determined and
agreed to by the  parties;  provided  that  Licensee  shall pay  interest on any
underpayment  from the date such  underpayment  was originally due until paid in
full,  at the  rate of  twelve  percent  (12%)  per  annum or the  maximum  rate
permitted by law,  whichever is less. If any audit  discloses an underpayment of
Royalty  Fees for the  period  subject  to audit of five  percent  (5%) or more,
Licensee shall reimburse  Friday's (in addition to payment of such Royalty Fees)


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       14
<PAGE>
for the actual and  reasonable  costs and expenses  incurred in connection  with
such audit,  including,  without limitation,  the actual and reasonable costs of
travel and wage expenses of the auditors.

     C. INSPECTION OF LICENSEE'S FACILITIES. Friday's and/or its duly authorized
representative shall have, during normal business hours, the right of reasonable
access to  Licensee's  or its  agent's  production  facilities,  personnel,  art
facilities and stock patterns for use in design of the Products, at no charge to
Friday's.

     D.  INSPECTION  OF  MANUFACTURING  FACILITIES.  Friday's  and/or  its  duly
authorized  representatives  shall have the right, during normal business hours,
for the  duration  of the Term of this  Agreement,  to  inspect  all  facilities
utilized by Licensee in connection  with its  manufacture or distribution of the
Products  pursuant to this Agreement and to examine the Products in process,  in
manufacture, in distribution and when offered for sale.

9. SALES BY LICENSEE AFTER TERMINATION OR EXPIRATION OF AGREEMENT

     A. SALES AFTER  TERMINATION  OR  EXPIRATION.  Upon any  termination  or the
expiration  of this  Agreement,  all of the rights of Licensee  hereunder  shall
terminate,  except that Licensee shall be entitled,  for an additional period of
two (2) months pursuant to the terms and conditions  hereof,  to sell, under the
Proprietary Marks, but on a non-exclusive  basis,  reasonable volumes (including
raw  materials  and work in process) of the  Products  (such volume shall not be
materially  different from historic  sales and inventory  levels) on hand on the
date of  termination or  expiration,  subject to payment of Earned  Royalties on
sales during such additional period. Except as provided in the first sentence of
this Section 9.A.,  upon any  termination or the  expiration of this  Agreement,
Licensee shall  immediately  discontinue  all use of the  Proprietary  Marks and
shall no longer have the right to use the Proprietary  Marks or any variation or
simulation thereof.

     B. RETURN OF PROMOTIONAL  MATERIALS AND PRODUCTS.  Upon any  termination or
the expiration of this (a)  Agreement,  and (b) the passage of the two (2) month
period  specified  in Section  8.A.,  all  unused  labels,  artwork,  packaging,
advertising,   promotional   materials  and  all  other  materials  bearing  the
Proprietary Marks and the unsold Products shall be destroyed by Licensee, and in
each case certified by Licensee to Friday's as destroyed.

     C. No Sales After termination Due to Certain Defaults.  Notwithstanding the
provisions of Section  9.A.,  in the event of a termination  hereof by reason of
Licensee's  default with respect to Licensee's  (i) use or  presentation  of the
Proprietary  Marks,  or (ii)  production  of  Products  which  do not  meet  the
standards  of  Friday's,  all rights of  Licensee  hereunder  shall  immediately
terminate  and  Licensee  shall  have no right to sell any  remaining  inventory
(including raw materials or work in process), all of which shall be delivered to
a location designated by Friday's, at Licensee's expense.

     D.  ROYALTY  FEE  OBLIGATION.  Friday's  right to enforce  and  collect any
Royalty Fee or other amounts accrued but not paid shall not be waived,  abridged
or limited by any termination of this Agreement.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       15
<PAGE>
10. REPRESENTATIONS OF FRIDAY'S

     Friday's hereby represents and warrants that:

     A. Friday's is a corporation  duly organized and validly existing under the
laws of the State of New York.

     B.  Friday's has the  corporate  power and authority to execute and deliver
this  Agreement and to consummate  the  transactions  contemplated  hereby.  The
execution and delivery of this Agreement by Friday's and the consummation of the
transactions  contemplated  hereby  have been duly  authorized.  This  Agreement
constitutes  a valid  and  binding  obligation  of  Friday's  and no other  act,
approval or proceedings on the part of Friday's or any other person or entity is
required to authorize the  execution and delivery of this  Agreement by Friday's
or the consummation of the transactions contemplated hereby.

     C.  TGIFM  owns the  registrations  of,  or has  applied  or will  apply to
register; the Proprietary Marks identified in Exhibit "A".

     D.  Friday's has the full right,  power and  authority to grant the rights,
licenses and  privileges  hereby  granted to Licensee.  This  Agreement  and the
execution  and  delivery  of  this   Agreement  by  Friday's  do  not,  and  the
consummation  of the  transactions  contemplated  hereby  will not,  violate any
provisions of or  constitute a default  (whether with notice or with the passage
of time or  both)  or  require  any  consent  under  (i)  Friday's  Articles  of
Incorporation or By-laws, (ii) any law or regulation to which Friday's or any of
its subsidiaries is subject, or (iii) any provision of any indenture,  mortgage,
lien, lease, agreement, instrument, order, arbitration award, judgment or decree
to which Friday's or any of its  subsidiaries is a party or by which Friday's or
any of its  subsidiaries  or any of their  respective  assets or  properties  is
bound.

     E.  Friday's  has not  heretofore  granted  to any other  party any  right,
license or privilege with respect to the Proprietary  Marks which is in conflict
with the  rights  granted  to  Licensee  herein  and,  subject  to the terms and
conditions hereof, will not do so during the Term of this Agreement.

11. REPRESENTATIONS OF LICENSEE

     Licensee hereby represents and warrants that:

     A. Licensee is a corporation  duly organized,  validly existing and in good
standing under the laws of Delaware.

     B.  Licensee has the  corporate  power and authority to execute and deliver
this  Agreement and to consummate  the  transactions  contemplated  hereby.  The
execution and delivery of this Agreement by Licensee and the consummation of the
transactions  contemplated  hereby  have been duly  authorized.  This  Agreement
constitutes  a valid  and  binding  obligation  of  Licensee  and no other  act,


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       16
<PAGE>
approval or proceedings on the part of Licensee or any other person or entity is
required to authorize the  execution and delivery of this  Agreement by Licensee
or the consummation of the transactions contemplated hereby.

     C. This  Agreement  and the  execution  and  delivery of this  Agreement by
Licensee do not, and the  consummation of the transactions  contemplated  hereby
will not, violate any provisions of or constitute a default (whether with notice
or with the passage of time or both) or require any consent under (i) Licensee's
Articles  of  Incorporation  or  By-laws,  (ii) any law or  regulation  to which
Licensee or any of its  subsidiaries  is subject,  or (iii) any provision of any
indenture,  mortgage,  lien, lease, agreement,  instrument,  order,  arbitration
award,  judgment  or decree to which  Licensee or any of its  subsidiaries  is a
party or by which Licensee or any of its subsidiaries or any of their respective
assets or properties is bound.

     D. As between  Licensee and  Friday's,  Friday's is the owner of the trade,
service or other marks and names  (including the  Proprietary  Marks) used on or
for said  Products,  except for  Licensee  Marks  which  shall  remain  owned by
Licensee.

     E. Intentionally Omitted

12. INDEMNIFICATION

     A.  INDEMNIFICATION  BY FRIDAY'S.  Friday's does hereby indemnify  Licensee
against  and agree to save,  defend and hold  Licensee  harmless of and from all
Trademark  Damages  incurred in connection  with a Trademark  Action;  PROVIDED,
HOWEVER, that, as express conditions precedent to such indemnity, Licensee shall
(i) promptly advise Friday's of such Trademark Action;  and (ii) fully cooperate
with  Friday's  and its  representatives  in the  defense or  settlement  of the
Trademark Action;  provided,  however,  that Licensee's reasonable out of pocket
costs,  if any,  incurred in providing such  cooperation  shall be reimbursed by
Friday's.  Friday's  shall have the right (to the  exclusion of Licensee) to (a)
select such counsel and other representatives to represent Friday's and Licensee
in connection  with the Trademark  Action  (provided that Licensee may elect, at
its expense,  to  participate  in the defense of the  Trademark  Action  through
counsel of its own choosing); (b) make all decisions, judgments and elections in
connection with the Trademark Action; and (c) settle or compromise the Trademark
Action in its sole  DISCRETION,  provided such  settlement  does not  materially
impair Licensee's rights or benefits under this Agreement.

     B.  INDEMNIFICATION  BY LICENSEE.  Licensee does hereby indemnify  Friday's
against  and agree to save and hold  Friday's  harmless  of and from any and all
claims,  demands,  causes of action,  liabilities,  damages,  costs and expenses
(including  reasonable  counsel and attorneys'  fees and expenses)  which may be
asserted by third parties  against  Friday's,  or which  Friday's may sustain or
incur in any action or claim against Friday's by third parties, for or by reason
of any breach of the terms of this  Agreement or acts or  omissions  sounding in
tort (including  negligence,  defective product liability or intentional  torts)
committed  by Licensee or any of its  representatives,  agents or  employees  in
connection with Licensee's performance under this Agreement;  provided, however,
that, as express  conditions  precedent to such  indemnity,  Friday's  shall (i)


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       17
<PAGE>
promptly advise Licensee of such Action;  and (ii) fully cooperate with Licensee
and its  representatives  in the defense or settlement of the Action;  provided,
however,  that  Friday's  reasonable  out of pocket costs,  if any,  incurred in
providing such cooperation shall be reimbursed by Licensee.  Licensee shall have
the right (to the  exclusion  of  Friday's) to (a) select such counsel and other
representatives  to represent  Licensee in connection with the Action  (provided
that Friday's may elect,  at its expense,  to  participate in the defense of the
Action through counsel of its own choosing);  (b) make all decisions,  judgments
and elections in connection  with the Action;  and (c) settle or compromise  the
Action in its sole  discretion,  provided such  settlement  does not  materially
impair Friday's rights or benefits under this  Agreement.  Licensee's  liability
under this  Section  12(B)  shall be capped at the  greater  of: (i) the minimum
umbrella  liability  insurance  coverage amount set forth in Section 13; or (ii)
Licensee' actual minimum umbrella  liability  insurance  coverage at the time of
the relevant claim.

13. INSURANCE

     A.  INSURANCE.  Licensee agrees to carry product  liability  insurance with
limits of liability of not less than  $1,000,000.00 per person and $2,000,000.00
per accident, plus an initial $10,000,000.00 in umbrella liability coverage [*],
and  Friday's  shall be named  therein  as an  additional  insured  party as its
interest may appear.

     B. CERTIFICATE OF INSURANCE. Prior to the Effective Date of this Agreement,
certificates  issued by Licensee's  insurance  company  evidencing the insurance
required above shall be provided to Friday's.  Such certificate shall set forth,
minimally,  the amount of insurance,  the additional  insured  endorsement,  the
policy number,  the date of expiration,  and an endorsement  that Friday's shall
receive  thirty (30) days  written  notice  prior to  termination,  reduction or
material  modification  of the coverage.  The  certificates  shall bear an inked
signature.  Facsimile  or  photocopied  certificates  will  not  be  acceptable.
Certificates  shall be furnished to Friday's upon renewal of  insurance.  In the
event Licensee has not provided its certificate of insurance as required herein,
Friday's  shall have the right to procure  such  coverage and charge the expense
incurred to Licensee and/or terminate this Agreement.

14. CONFIDENTIAL INFORMATION

     A.  CONFIDENTIAL  INFORMATION.  From  time to time  one  party  hereto  may
disclose or furnish to the other party hereto certain Confidential  Information.
Friday's  and  Licensee  specifically  acknowledge  and  agree  that,  except as
specifically  authorized in this Agreement or otherwise authorized in writing by
the  disclosing  party,  (i)  neither  of the  parties  shall  have  any  rights
whatsoever in and to the  Confidential  Information so disclosed or furnished by
the other,  (ii) at all times the Confidential  Information shall be regarded as
and  treated  in a  strictly  confidential  manner,  and  (iii)  so long as such
Confidential Information is not publicly known, neither party shall disclose, or
divulge, or permit any of its agents,  employees,  or representatives to use for
their own account,  or otherwise  disclose or divulge,  any of such Confidential
Information to any person,  firm,  corporation,  association or other entity for
any reason or purpose whatsoever, except as may be required by law. In the event
of a material breach by either party of the provisions of this Section,  and the
failure of the party in breach to cure the breach within the time allowed,  then


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       18
<PAGE>
in addition to any other right or remedy  available to it, the  aggrieved  party
shall be entitled to terminate this Agreement  and/or obtain  injunctive  relief
against  the  breaching  party.   Notwithstanding   the  foregoing,   Licensee's
Confidential  Information  shall not include any  proposed  presentation  of the
Proprietary Marks (or any other mark suggested by Licensee to be used hereunder)
suggested or furnished by Licensee and all such presentations  shall be the sole
and exclusive property of Friday's.

     B.  LIMITED  DISCLOSURE.  A party  (the  "receiving  party")  may  disclose
Confidential  Information  of the other party (the  "disclosing  party") only to
those of receiving  party's employees who strictly need to know such information
to enable  the  receiving  party to  implement  and enjoy  its full  rights  and
licenses  under  this  Agreement,  but only to the extent  reasonable  under the
circumstances and only in accordance with and upon conditions designed to ensure
the confidentiality of such information. Each party will adopt and implement all
reasonable procedures prescribed from time to time by the other party to prevent
unauthorized use, disclosure of or access to the Confidential Information.

     C. IMPROPER DISCLOSURE.  Each receiving party agrees to promptly notify the
disclosing party when it becomes aware of any use or disclosure (whether through
negligence or otherwise) of any Confidential Information of the disclosing party
and to notify  disclosing party of the action receiving party intends to take to
prevent  or stop  such use or  disclosure.  A  receiving  party  shall  have the
obligation to take timely and vigorous legal and other appropriate action at its
expense  against  any and all persons who either  wrongfully  use or  wrongfully
disclose  any  portion of the  Confidential  Information,  existing  on the date
hereof or later  originated,  which was divulged to  receiving  party under this
Agreement and  misappropriated  from receiving  party,  and the disclosing party
agrees to reasonably  cooperate  with the receiving  party in the taking of such
action. In the event that the disclosing party is not reasonably  satisfied that
the receiving  party's actions will  adequately  protect and preserve the secret
and confidential nature of the disclosing party's Confidential Information, then
the disclosing  party shall at the receiving  party's  expense have the right to
take reasonable  action and the receiving party shall at its own expense provide
all necessary assistance to the disclosing party.

     D. RETURN OF  CONFIDENTIAL  INFORMATION.  In the event of the expiration or
any termination of this Agreement,  each receiving party agrees,  for itself and
its employees,  agents,  directors and other representatives,  at the disclosing
party's request,  to immediately deliver to the disclosing party all written and
other  tangible  originals  and copies of the  Confidential  Information  of the
disclosing party, and to not retain any copies thereof.

     E.  DURATION.  Notwithstanding  anything to the contrary  contained in this
Agreement,  the  enforceability of the provisions of this Section shall commence
on the Effective  Date and shall survive the  expiration or any  termination  of
this Agreement or any license granted hereunder.  The provisions of this Section
shall be in addition  to, and not in lieu of, any and all common law,  statutory
or other  rights  of  confidentiality  to which  Friday's  and  Licensee  may be
entitled.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       19
<PAGE>
15. REMEDIES

     EQUITABLE  REMEDIES.  It is  expressly  agreed that each party would suffer
irreparable  harm from a  material  breach by the other of any of its  covenants
contained in this  Agreement,  and that remedies  other than  injunctive  relief
cannot  fully  compensate  or  adequately  protect a party for such a violation.
Therefore,  without limiting the rights of a party to pursue all other legal and
equitable  remedies  available for violation of this Agreement,  in the event of
actual  or  threatened  breach  by a  party  of any of the  provisions  of  this
Agreement,  the breaching party consents that the  non-breaching  party shall be
entitled to  injunctive  or other relief in order to enforce or prevent any such
violation or continuing  violation  thereof each party  acknowledges  and agrees
that  the   provisions  of  this  Section  are   reasonable  and  necessary  and
commensurate  with the need to protect the other party against  irreparable harm
and to protect its legitimate and proprietary business interests and property.

16. ASSIGNMENT

     A. ASSIGNMENT BY LICENSEE  (ACQUISITION/MERGER).  Upon prior sixty (60) day
written notice to Friday's,  Licensee may assign or transfer to any  corporation
which is or becomes a wholly owned  subsidiary  or parent of Licensee,  or which
survives a merger in which Licensee participates, or to any corporation or other
person or business entity which acquires all or substantially  all of the assets
of Licensee;  PROVIDED,  HOWEVER, that the party to whom such assignment is made
agrees to comply in full with the  obligations  of  Licensee  hereunder,  and in
particular the Minimum Sales,  the insurance  provisions set forth in Section 13
and the  marketing  minimum  expenditures  set  forth in  Section  6.B.  of this
Agreement. [*].

     B. AGREEMENTS TO ASSIST IN MANUFACTURING, SALE AND DISTRIBUTION. Upon prior
sixty (60) day written  notice to Friday's,  Licensee and  Subsidiary  may enter
into  agreements  with  agents  to  assist  in  the   manufacturing,   sale  and
distribution  of the Products in the  Territory.  Licensee shall impose upon all
such third  parties  quality  controls and all other  obligations  regarding the
manufacture,  sale  and  distribution  of the  Products  imposed  upon  Licensee
pursuant to this Agreement.  Licensee shall be liable for the breach by any such
third  party of the terms  hereof or the  improper  or  unauthorized  use of the
Proprietary Marks or Confidential Information by any such third party as if such
breach or  unauthorized  use was committed by Licensee.  If Friday's learns of a
breach or  unauthorized  use by any such party,  it shall provide prompt written
notice to Licensee to enable Licensee to cure and minimize any damages caused by
such breach or unauthorized use.

     C. OTHER ASSIGNMENTS BY LICENSEE VOID. Any mortgage, pledge, hypothecation,
encumbrance or other  assignment,  transfer or sub-contract of this Agreement to
any third party or assignee by Licensee shall be void.

     D. ASSIGNMENT BY FRIDAY'S.  Friday's may assign this  Agreement,  or any of
its rights or obligations  herein,  to any person or entity  without  Licensee's
consent; PROVIDED, HOWEVER, that any such assignment shall not affect Licensee's
rights hereunder.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       20
<PAGE>
17. DEFAULT AND TERMINATION

     A. DEFAULT.  The following  shall  constitute  events of default under this
Agreement:

          (1) If Licensee  violates any of its obligations under this Agreement,
     including,  without limitation,  the failure to timely make any payment due
     or submit any royalty  statement when due as required  hereunder,  and such
     failure  continues for a period of ten (10) Business Days after delivery of
     written notice of such failure by Friday's;

          (2) If Licensee is unable to pay its  obligations  when due, makes any
     assignment  for the benefit of  creditors,  files a  voluntary  petition in
     bankruptcy,  is the subject of an involuntary  bankruptcy  petition  (which
     remains  undismissed for 60 days), is adjudicated  bankrupt or insolvent or
     have any  receiver,  liquidator,  or trustee in  bankruptcy  or  insolvency
     appointed for its business or property;

          (3) In the  event  that a  party  commits  a  material  breach  of any
     provision  of this  Agreement  which is not cured  within  thirty (30) days
     after  receipt  of written  notice of such  breach  from the  non-breaching
     party.

     B. TERMINATION.

          1. A  non-defaulting  party  may  terminate  this  Agreement  upon the
     occurrence of an event of default under this Agreement.

          2. In addition,  Friday's may terminate  this  Agreement  upon 60 days
     prior  notice if  Licensee  shall fail to achieve a Minimum  Sales  target;
     provided,  however,  that: (i) such failure shall not be deemed a breach of
     this Agreement by Licensee but merely a condition subsequent giving rise to
     the foregoing early termination rights; [*].

          3. In addition,  Friday's may terminate  this Agreement upon notice if
     (1) Licensee does not commence in good faith to manufacture,  distribute or
     sell each category of Product and utilize each of the Proprietary  Marks in
     connection therewith through its Distribution  Channels in the Territory on
     or before the Marketing  Date (except to the event such delay or failure is
     caused by Friday's failure to grant prompt requested  approvals as required
     under this  Agreement),  and such failure  continues for a period of thirty
     (30) days after delivery of written notice of such failure by Friday's,  or
     if (2) Licensee  fails to comply with  Section  6(D) or otherwise  fails to
     sell  a  reasonable  assortment  of  the  Products  utilizing  each  of the
     Proprietary Marks through its Distribution  Channels in the Territory,  and
     such failure  continues for a period of thirty (30) days after  delivery of
     written notice of such failure by Friday's; provided, however, in each case
     that if a reasonable  extrapolation  of Gross Sales to date  suggests  that
     Licensee  shall  achieve the Minimum  Sales  targets,  and current  selling
     activities are  substantially  consistent  with past  activities,  Friday's
     shall not invoke this  paragraph to terminate the  Agreement;  and provided
     further,  that Licensee's  failure to perform,  as provided in this Section
     17(B)(3) or Section 6(D), shall not be deemed a breach of this Agreement by
     Licensee  but merely a condition  subsequent  giving rise to the  foregoing
     early termination rights.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       21
<PAGE>
          4. In addition,  Licensee may terminate  this Agreement upon notice if
     Friday's shall, in a commercially  unreasonable manner,  either (1) fail to
     grant the  requested  approvals  for at least two Products by the Marketing
     Date, or (2) deny requested  approvals of marketing or distribution  plans,
     in each  case to the  material  prejudice  of  Licensee,  and such  failure
     continues  for a period of forty five (45) days after  delivery  of written
     notice of such  failure  by  Friday's;  provided,  however,  that  Friday's
     failure to  perform,  as provided in this  Section  17(B)(4),  shall not be
     deemed a breach  of this  Agreement  by  Friday's  but  merely a  condition
     subsequent giving rise to the foregoing early termination rights.

     C. TERMINATION DUE TO BANKRUPTCY. In the event this Agreement is terminated
by Friday's pursuant to this Section 17.A.2, neither Licensee nor its receivers,
representatives,  trustees, agents, administrators,  successors and/or assignees
shall  have any  right to  exploit  or in any way use the  Proprietary  Marks in
connection  with  the  advertising,  promotion  or  sale  of  the  Products,  or
otherwise.

     D.  TERMINATION OF RIGHTS.  Immediately  upon  termination of the Agreement
pursuant to this Section,  all rights of the parties hereunder shall immediately
terminate,  except for any post-termination rights (if any) described in Section
8.

     E.  TERMINATION  DUE TO  NEGATIVE  IMPACT ON FRIDAY'S  BRAND OR  RESTAURANT
SALES.  In  the  event  this  Agreement  and  Licensee's  performance  hereunder
negatively  impacts the Friday's brand and/or  restaurant  sales,  as reasonably
demonstrated  and/or quantified to Licensee by Friday's,  Friday's may terminate
this Agreement upon thirty (30) days' written notice to Licensee.  A termination
under this  Section  17.E.  shall not be deemed an event of  default  under this
Agreement.

     F. TERMINATION DUE TO NEGATIVE IMPACT ON LICENSEE'S BRANDS OR OTHER PRODUCT
SALES.  In  the  event  this  Agreement  and  Licensor's  performance  hereunder
negatively  impacts the  Licensee's  own brands and/or other product  sales,  as
reasonably demonstrated and/or quantified to Friday's by Licensee,  Licensee may
terminate this  Agreement  upon thirty (30) days' written notice to Friday's.  A
termination  under this  Section  17.F.  shall not be deemed an event of default
under this Agreement.

18. FORCE MAJEURE

     No party  shall be liable for any delay or failure  of  performance  caused
principally by reason of Acts of God, civil commotion, riot, strike, moratorium,
war,  revolution  or any other cause  beyond its control.  Nothing  herein shall
excuse any delay in the payment of any amounts (including payment of any Royalty
Fees) due hereunder.

19. BROKERS

     Friday's, or Friday's  Representative as the case may be, and Licensee each
represents  and warrants to the other that it has not employed or dealt with any
broker  or  finder  in  connection  with  this  Agreement  or  the  transactions
contemplated  hereby,  and each agrees to indemnify and hold the other  harmless


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       22
<PAGE>
from  any  and  all  liabilities  (including,  without  limitation,   reasonable
attorneys' fees and  disbursements  paid or incurred in connection with any such
liabilities),  brokerage  commissions  or finder's fees in connection  with this
Agreement or the transactions contemplated hereby.

20. DISPUTE RESOLUTION

     A.  GOOD  FAITH  NEGOTIATION/SENIOR  REPRESENTATIVES.  IN THE  EVENT OF ANY
DISPUTE OR DIFFERENCE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH
THEREOF, THE PARTIES HERETO SHALL USE THEIR BEST EFFORTS TO SETTLE SUCH DISPUTES
OR  DIFFERENCES  IN  GOOD  FAITH  NEGOTIATIONS,  KEEPING  IN MIND  THEIR  MUTUAL
INTERESTS,  IN ORDER TO REACH A JUST AND EQUITABLE  RESOLUTION OF THE DISPUTE OR
DIFFERENCE SATISFACTORY TO BOTH PARTIES. EITHER PARTY MAY MAKE A WRITTEN REQUEST
TO THE OTHER BY SENDING NOTICE  THEREOF FOR A MEETING OF SENIOR  REPRESENTATIVES
(I.E.  OFFICERS WHOSE POSITIONS ARE AT THE LEVEL OF  VICE-PRESIDENT OR ABOVE) TO
RESOLVE THE PARTIES'  DIFFERENCES.  SUCH MEETING SHALL TAKE PLACE WITHIN FIFTEEN
(15) DAYS OF RECEIPT OF SUCH NOTICE AT A TIME AND  LOCATION  ACCEPTABLE  TO BOTH
PARTIES.

     B.  CONCILIATION/MEDIATION.  IF WITHIN  THIRTY (30) DAYS AFTER A MEETING OF
THE SENIOR  REPRESENTATIVES,  THE PARTIES HAVE NOT  SUCCEEDED IN  NEGOTIATING  A
RESOLUTION OF THE DISPUTE OR  DIFFERENCE,  THE PARTIES  SHALL JOINTLY  APPOINT A
MUTUALLY  ACCEPTABLE  NEUTRAL PERSON NOT  AFFILIATED  WITH EITHER OF THE PARTIES
(THE  "NEUTRAL"),  SEEKING  ASSISTANCE  IN SUCH  REGARD  FROM THE  INTERNATIONAL
CHAMBER OF COMMERCE  IF THE  PARTIES  ARE UNABLE TO AGREE UPON SUCH  APPOINTMENT
WITHIN FORTY (40) DAYS AFTER THE MEETING OF THE SENIOR REPRESENTATIVES. THE FEES
OF THE NEUTRAL SHALL BE SHARED EQUALLY BY THE PARTIES.

     C. ARBITRATION.  ALL DISPUTES LEFT UNRESOLVED AFTER  CONSULTATION/MEDIATION
ARISING IN CONNECTION  WITH THIS  AGREEMENT  SHALL BE FINALLY  SETTLED UNDER THE
RULES OF ARBITRATION OF THE AMERICAN  ARBITRATION  ASSOCIATION BY ONE ARBITRATOR
WITH INDUSTRY  EXPERIENCE  APPOINTED IN ACCORDANCE WITH THE SAID RULES. THE LAWS
OF THE STATE OF TEXAS WITHOUT  REGARD TO ITS CONFLICTS OF LAW  PRINCIPLES  SHALL
GOVERN THE CONSTRUCTION AND INTERPRETATION OF THIS AGREEMENT.

          1. EITHER PARTY MAY REQUEST FROM THE ARBITRATOR  INJUNCTIVE  RELIEF TO
     MAINTAIN  THE  STATUS  QUO  UNTIL  SUCH  TIME AS THE  ARBITRATION  AWARD IS
     RENDERED OR THE DISPUTE IS OTHERWISE  RESOLVED.  THE  ARBITRATOR  SHALL NOT
     HAVE AUTHORITY TO AWARD PUNITIVE DAMAGES.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       23
<PAGE>
          2. EACH PARTY SHALL BEAR ITS OWN COSTS AND  ATTORNEYS'  FEES,  AND THE
     PARTIES  SHALL SHARE EQUALLY THE FEES AND EXPENSES OF THE  ARBITRATOR.  THE
     ARBITRATOR'S  DECISION AND AWARD SHALL BE FINAL AND  BINDING,  AND JUDGMENT
     UPON THE AWARD  RENDERED  BY THE  ARBITRATOR  MAY BE  ENTERED  IN ANY COURT
     HAVING JURISDICTION THEREOF.

          3. IF ANY PARTY FILES A JUDICIAL OR  ADMINISTRATIVE  ACTION  ASSERTING
     CLAIMS SUBJECT TO ARBITRATION,  AS PRESCRIBED  HEREIN,  AND THE OTHER PARTY
     SUCCESSFULLY  STAYS SUCH ACTION AND/OR COMPELS  ARBITRATION OF SAID CLAIMS,
     THE PARTY FILING SAID ACTION SHALL PAY THE OTHER PARTY'S COSTS AND EXPENSES
     INCURRED IN SEEKING  SUCH STAY  AND/OR  COMPELLING  ARBITRATION,  INCLUDING
     REASONABLE ATTORNEYS' FEES.

21. RELATIONSHIP OF PARTIES/INDEPENDENT OPERATION

     A. LICENSE ONLY/NO OBLIGATION TO PURCHASE.  Each party hereto  acknowledges
that this Agreement is a contract  designed to permit the use by Licensee of the
Proprietary Marks for the purpose of manufacturing,  marketing, distributing and
selling  the  Products  to the  Distribution  Channels.  The  parties  expressly
acknowledge that there is no agreement or understanding with respect to the sale
to or use by Friday's of any product  manufactured and sold by Licensee and that
this  Agreement is not intended to, nor will it, induce the purchase by Friday's
of Licensee's  products or exclude the purchase by Friday's of products produced
by any other supplier of such products.

     B. NO LIABILITY FOR ACTS OF OTHER PARTY. Licensee shall not employ the name
of  Friday's  or use any of the  Proprietary  Marks  in  signing  any  contract,
application  for any  license  permit,  or in any  manner  that  may  result  in
liability of Friday's for any  indebtedness or obligation of Licensee,  nor will
Licensee use such Proprietary Marks in any way not expressly  authorized herein.
Except as expressly  authorized in writing,  neither Friday's nor Licensee shall
make  any   express   or   implied   agreements,   warranties,   guarantees   or
representations,  or incur any debt in the name of or on behalf of the other, or
represent that their  relationship  is other than that of licensor and licensee,
as set forth in this  Agreement,  and neither  Friday's  nor  Licensee  shall be
obligated by or have any liability under any agreements or representations  made
by the other that are not  expressly  authorized  by such party in writing,  nor
shall  Friday's be obligated for any damages to any person or property  directly
or indirectly arising out of the business authorized by or conducted pursuant to
this Agreement.

     C. TAXES.  Friday's  shall have no liability for any sales,  use,  service,
occupation,  excise, income, property or VAT taxes, whether levied upon Licensee
or Licensee's  property,  or upon Friday's in connection  with the sales made or
business  conducted by Licensee (except any taxes Friday's is required by law to
collect from Licensee with respect to purchases from  Friday's).  Payment of all
such taxes shall be the responsibility of Licensee.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       24
<PAGE>
     D. INDEPENDENT CONTRACTORS. The parties hereto are independent contractors.
Nothing herein  contained shall be construed to constitute the parties hereto as
partners or as joint venturers, or either as agent of the other.

22. PROPRIETARY MARKS

     A. USE.  Friday's  shall  provide  to  Licensee,  at no  charge,  a copy of
Friday's  Style Guide.  Licensee shall use the  Proprietary  Marks in accordance
with Friday's  Style Guide and shall observe any additional  written  directions
given by Friday's as to color and size of the representations of the Proprietary
Marks and the manner and disposition  thereof on the Products.  Upon termination
of this Agreement, Licensee shall return the Friday's Style Guide to Friday's.

     B.  IDENTIFICATION  OF OWNERSHIP.  Licensee shall ensure that,  where it is
practical to do so, the use of the  Proprietary  Marks shall be accompanied by a
statement indicating that the Proprietary Marks are the property of Friday's.

     C. REGISTRATION; PROTECTION OF PROPRIETARY MARKS. Notwithstanding any other
provision hereof,  Licensee agrees that prior to utilizing the Proprietary Marks
in any way,  Licensee  shall (i) in  cooperation  with  Friday's and at Friday's
expense, take all steps reasonably necessary, including, without limitation, the
effecting  of any  required  filings  or  registrations  with  any  required  or
appropriate  governmental  authorities,  to protect the Proprietary Marks to the
fullest extent  possible under the laws of the  jurisdiction in the Territory in
which the Proprietary  Marks are to be used, and (ii) implement such operational
procedures with respect to display and utilization of the Proprietary  Marks, in
packaging,   advertising  and  otherwise,  as  are  reasonable  to  protect  the
Proprietary  Marks  to  the  fullest  extent  possible  under  the  laws  of the
jurisdiction in the Territory in which the Proprietary Marks are to be used. For
purposes  hereof,  the words "to  protect the  Proprietary  Marks to the fullest
extent possible," or words of similar import, shall include, without limitation,
such  actions as will (a)  prevent any other  party from  claiming  any right to
utilize such name, and (b) prevent the  Proprietary  Marks from falling into the
"public domain."

     D. NO  REPRESENTATIONS.  Licensee  acknowledges that except as set forth in
Section 10, Friday's has made no representations  regarding the validity, use or
status of the  Proprietary  Marks,  Confidential  Information or Products in any
jurisdiction within the Territory,  including specifically,  without limitation,
whether  or not such use would  infringe  upon any  rights of any  nature of any
other party under any law,  registration,  regulation,  or common or general law
applicable within such jurisdiction.

23. PURCHASE OPTION

     Friday's or Friday's franchisees shall have the option (but not obligation)
to purchase  from  Licensee  for use by  Friday's in the  exercise of any rights
reserved or otherwise  retained by Friday's pursuant to this Agreement,  any and
all Products on which or in connection with which the Proprietary Marks are used
in  reasonable  quantities  from  available  stock  at the best  price  given by


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       25
<PAGE>
Licensee to any of  Licensee's  customers,  minus ten percent  (10%);  PROVIDED,
HOWEVER,   if  such  Products  are  being  purchased  by  Friday's  or  Friday's
franchisees as Premiums or for non-resale,  promotional uses, the purchase price
shall be the lower of (i) the price indicated  above, or (ii) Licensee's cost of
manufacture plus twenty percent (20%). Sales to Friday's or Friday's franchisees
shall not be included in Gross Sales.  Section 21(C) shall not apply to any such
purchases by Friday's; Friday's and its franchisees shall be responsible for all
sales, use and similar taxes applicable to such purchases.

24. GOVERNING LAW; JURISDICTION

     THIS AGREEMENT AND THE LEGAL RELATIONSHIP  BETWEEN THE PARTIES HERETO SHALL
BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL LAWS OF THE STATE
OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

25. MISCELLANEOUS

     A.  DESCRIPTIVE  HEADINGS  AND  REFERENCES.  Descriptive  headings  are for
convenience  only and shall not control or affect the meaning or construction of
any provision of this Agreement. All references herein to the masculine,  neuter
or singular shall be construed to include masculine, feminine, neuter or plural.

     B. COUNTERPARTS AND BINDING EFFECT. For the convenience of the parties, any
number of  counterparts of this Agreement may be executed by one or more parties
hereto; not all parties need execute the same counterpart of this Agreement; all
of such  executed  counterparts  shall  together  constitute  one  and the  same
Agreement;  and each such executed  counterpart shall be, and shall be deemed to
be, an original instrument.

     C. NOTICES. All notices, consents,  requests,  instructions,  approvals and
other  communications  (collectively  "Notice")  required  or allowed  hereby or
provided for herein must be made in writing and sent by (i) United  States Mail,
by registered or certified  mail,  return  receipt  requested,  (ii) a reputable
overnight  delivery  service,  or  (iii)  hand  delivery  or =  courier,  to the
addressee of such Notice, at the applicable  address(es)  indicated below, or to
such other  address as any party hereto may,  from time to time,  designate in a
written Notice to other parties, delivered in a like manner.

                  Friday's:  TGI Friday's Inc.
                             Attn:  General Counsel
                             7540 LBJ Freeway, Suite 100
                             Dallas, Texas 75251 USA
                             Fax: (972) 450-5636


                  Licensee:  Poore Brothers, Inc.
                             Attention: Eric Kufel
                             3500 S. La Cometa Drive
                             Goodyear, AZ 85338
                             Fax: 1-623-925-2363


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       26
<PAGE>
Notice  given as set forth in clause (i) above shall be deemed  delivered  three
Business Days after  deposit in the United States Mail,  and notices sent as set
forth in  clauses  (ii) and  (iii)  above  shall be deemed  delivered  as of the
Business Day following  transmission.  A party giving Notice hereunder by one of
the methods described above may also elect to give Notice by telecopier or other
means and  Notice by such means  shall be deemed  given as of the date of actual
delivery to the address of the recipient, as reflected in any records that shall
show the fact of and time of delivery with reasonable detail and accuracy.

     D.  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and shall
inure to the benefit of and be  enforceable  by the  parties and the  respective
heirs,  personal  representatives,  successors  or  permitted  assignees  of the
parties hereto.

     E. THIRD-PARTY  BENEFICIARIES.  Nothing in this Agreement shall entitle any
person, other than the parties to this Agreement and their respective successors
and permitted assignees,  to any claim, cause of action,  remedy or right of any
kind under this Agreement.

     F.   MODIFICATION  OF  AGREEMENT.   This  Agreement  may  not  be  changed,
discharged,  modified,  terminated  or renewed,  except by a written  instrument
signed by Friday's and Licensee.

     G. NON-WAIVER.  No waiver by either party,  whether express or implied,  of
any provision in this Agreement, or of any breach or default, shall constitute a
continuing  waiver  of  such  provision  or of  any  other  provisions  of  this
Agreement.

     H. COMPLETE  AGREEMENT.  This Agreement  (including the attached  Exhibits)
sets forth the  complete  agreement  of the parties  hereto and there  exists no
other written or oral agreement as to the subject matter hereof.

     I. SEVERABILITY.  If any term, clause or provision of this Agreement should
be held or judged by a court or authority having  jurisdiction  over the parties
or  over  this  Agreement  to  be  illegal,   invalid  or  unenforceable,   such
unenforceable  term,  clause or  provision  shall not affect the validity of any
other terms, clauses or provisions of this Agreement.

     J. INTENTIONALLY OMITTED.

     K. WAIVER.  No waiver of any of the  provision of this  Agreement  shall be
valid unless in writing  signed by the party  against the waiver is sought to be
enforced. No waiver by either party of any breach of or failure to perform shall
be deemed a waiver as to any subsequent breach or failure of performance.

     L. INTENTIONALLY OMITTED

     M. COMPLY WITH LAWS OF TERRITORY. Each party agrees to comply with the laws
of the Territory.

     N. ASSIGNMENTS AND  SUB-LICENSES.  Except as otherwise  provided in Section
16,  Licensee shall not assign,  transfer or sub-license any of its rights under
this Agreement or delegate any of its obligations  under this Agreement  without
Friday's  prior written  approval.  Any  assignment,  transfer,  sub-license  or
delegation  made by Licensee  without  Friday's prior written  approval shall be
void ab initio and constitute a material breach of this Agreement.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       27
<PAGE>
     O. SURVIVAL.  Licensee's obligations and agreements under Sections 3, 7.F.,
8, 9.A.,  12 and 14, and  Friday's  obligations  under  Sections 12 and 14 shall
survive the termination or expiration of this Agreement.

     P. RIGHTS CUMULATIVE.  Except as expressly provided in this Agreement,  and
to the extent  permitted by law, any remedies  described in this  Agreement  are
cumulative  and not  alternative  to any other  remedies  available at law or in
equity.

     Q. INTENTIONALLY OMITTED.

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

         FRIDAY'S:                                      LICENSEE:
         ---------                                      ---------

         TGI FRIDAY'S INC.,                             Poore Brothers, Inc.
         A New York corporation                         A Delaware corporation

By:                                            By:
    ----------------------------------             -----------------------------

Name:                                          Name:
      --------------------------------               ---------------------------

Title:                                         Title:
       -------------------------------                --------------------------

                                       28
<PAGE>
                                   EXHIBIT "A"

     Any and all  registrations  or applications  for the Proprietary  Marks are
held in the name of TGI Friday's of Minnesota,  Inc.  ("TGIFM"),  a wholly owned
subsidiary of Friday's.

                                  UNITED STATES
                                PROPRIETARY MARKS

<TABLE>
<CAPTION>
TRADEMARK                       CLASS                              STATUS          REGISTRATION/APPLICATION #
---------                       -----                              ------          --------------------------
<S>                             <C>                                <C>             <C>
Friday's                        30 (Note 1)                        Pending         75/417,743
T.G.I. Friday's                 30 (Note 1)                        Pending         75/417,742
T.G.I. Friday's & Design        30 (Note 1)                        Pending         75/418,630
Friday's                        29 (Note 2)                        Registered      2,294,718
T.G.I. Friday's                 29 (Note 2)                        Registered      2,294,717
T.G.I. Friday's & Design        29 (Note 2)                        Registered      2,300,670
Friday's                        42 (Restaurant & bar services)     Registered      977,903
T.G.I. Friday's                 42 (Restaurant & bar services)     Registered      925,656
T.G.I. Friday's & Design        42 (Restaurant & bar services)     Registered      1,902,042
</TABLE>

NOTE 1. This application covers the following goods: Fresh and frozen appetizers
consisting of pasta, dumplings or tortillas containing cheese, vegetables,  meat
and/or other fillings;  sauces,  excluding  cranberry sauce and applesauce;  ice
cream; condiments, seasonings, seasoning mixes, spices and marinades.

NOTE  2.  This  registration  covers  the  following  goods:  Fresh  and  frozen
appetizers consisting primarily of vegetables,  meat and/or cheese;  dairy-based
dips; and soups.

     We are preparing the applications for FRIDAY'S, T.G.I. FRIDAY'S and
T.G.I.  FRIDAY'S & DESIGN for filing with the United States Patent and Trademark
Office.  These  applications  will  cover  specific  goods  in  "Class  30" that
specifically relate to the Products licensed in this Agreement.

     Licensee and each Principal acknowledge that there can be no assurance that
TGIFM will succeed in obtaining or maintaining  registrations of the Proprietary
Marks  FRIDAY'S,  T.G.I.  FRIDAY'S,  T.G.I.  FRIDAY'S  &  DESIGN  or  any  other
Proprietary Marks in the United States.

     TGIFM shall pursue  registrations  in the United States of the  Proprietary
Marks  FRIDAY'S,  T.G.I.  FRIDAY'S,  T.G.I.  FRIDAY'S  &  DESIGN  and any  other
Proprietary  Marks in the manner and to the extent  determined  by  Friday's  or
TGIFM in its  sole  discretion.  The  failure  of  Friday's  or TGIFM to  obtain
registration  of any  Proprietary  Mark shall not be actionable by Franchisee or
any  Principal.  Nothing  herein shall  require  that  Friday's or TGIFM pay any
monies to any  party to  secure  any such  registration.  Friday's  or TGIFM may
abandon any applications or registrations for the Proprietary Marks at any time,
without notice to, or consent of, Licensee or any Principal.

     Neither  Friday's  nor TGIFM shall incur any  liability or  obligations  to
Licensee  or any  Principal  by reason of (i) any of the  foregoing  or (ii) the
ownership of, or application for ownership of, the Proprietary Marks.


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       29
<PAGE>
                                   EXHIBIT "B"

                             SUBCONTRACTOR AGREEMENT

     This Agreement is between _______________________  ("Licensee"), a Licensee
of  TGI   FRIDAY'S,   INC.,   ("Friday's"),   a  New   York   corporation,   and
_______________________("Subcontractor"),   Licensee's  independent  contractor,
whose address is  _________________________________,  who is to  manufacture  or
produce  products which will bear or otherwise  incorporate the trademarks owned
by Friday's ("Proprietary  Marks").  Hereinafter such licensed products shall be
referred to as "Products".

     Subject  to the terms  and  conditions  of the  License  Agreement  between
Licensee and Friday's  ("License"),  Subcontractor may produce Products for sale
and/or distribution only to Licensee.  Any other use, production,  distribution,
and/or sale of the  Products  may not be made  unless  with the express  written
authorization from Friday's.

     Subcontractor acknowledges that the Proprietary Marks are owned by Friday's
and agrees not to contest the validity or  distinctiveness  of any  trademark or
assert  ownership  in any of  the  Proprietary  Marks  or  anything  confusingly
similar.  Subcontractor  recognizes the goodwill associated with the Proprietary
Marks and  agrees  that any use of such  Proprietary  Marks  shall  inure to the
benefit of Friday's.  Subcontractor  agrees that any materials or information it
receives  relating  to  Friday's  or  the  Proprietary  Marks  shall  be  deemed
confidential and shall be protected as such.

     All Products  manufactured or produced by Subcontractor  for Licensee shall
be subject to all of the terms and conditions of the License.

     Subcontractor shall maintain separate, accurate records of all transactions
arising  out of the  manufacture,  distribution,  and/or  sale  of the  Products
("Records").  Such Records shall be made  available for  inspection and audit by
Friday's or its designee during normal business hours to verify  Subcontractor's
records  and to  ensure  that  there  have  been  no  unauthorized  uses  of the
Proprietary Marks.

     Subcontractor  acknowledges  and  agrees  that if it  violates  any term or
condition of this Agreement,  its right to continue using any  Proprietary  Mark
shall cease  immediately and permanently,  that  irreparable  injury to Friday's
shall  occur  if  Subcontractor's  use  continues,  and that  Friday's  shall be
entitled to temporary,  preliminary  and permanent  injunctive  relief,  plus an
award for damages,  costs and reasonable  attorneys'  fees arising from any such
violation.

     This  Agreement  shall  automatically  terminate  upon  termination  of the
License  Agreement unless sooner terminated by Licensee or Friday's upon written
notice to Subcontractor.

SUBCONTRACTOR:                              LICENSEE:

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

By:                                         By:
    ----------------------------------          --------------------------------

Date:                                       Date:
      --------------------------------            ------------------------------


[*] = CERTAIN CONFIDENTIAL  INFORMATION  CONTAINED IN THIS DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  PURSUANT TO SEC RULE 24b-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED

                                       30