Exhibit 10.33

                                LICENSE AGREEMENT


         This  License  Agreement  (the  "Agreement")  is made this _____ day of
____________,  1999, by and between ATOMIC BURRITO, INC., a Oklahoma corporation
(hereinafter referred to as ("Licensor"),  with a principal place of business at
1601   N.W.   Expressway,    Suite   1910,   Oklahoma   City,   OK   73118   and





                                  INTRODUCTION:


         A. Licensor has developed a restaurant  format which  features the sale
of high  quality  burritos,  beverages,  and  related  Mexican  food  items of a
distinctive variety, and has expended considerable time, skill, effort and money
in the creation and development of a restaurant  concept using the United States
registered trade and service marks (applied for,  registration  pending) "Atomic
Burrito"  and "Out of this  World!" and  operating  under the trade name "Atomic
Burrito" (The Atomic Burrito restaurant type developed by Licensor and described
herein as the "Restaurant").

         B. Licensor and Licensee have previously  entered into a Master License
Agreement,  A copy of which is attached  hereto and make a part  hereof.  In the
event of any conflict  between this Agreement and the Master License  Agreement,
then the terms and provisions of this Agreement shall control.

         C.  Licensor  employs  or may  employ  certain  other  distinctive  and
identifying marks, trade names, trademarks,  service marks,  copyrights,  logos,
emblems, sign designs and advertising or promotional slogans.

         D. All of the  foregoing  trademarks or service  marks,  and such other
trademarks  or service  marks as may be issued by the United  States  Patent and
Trademark  office and as may be  designated or adopted in the future by Licensor
for use in connection  with the  Restaurant,  shall  hereinafter by collectively
referred to as the "Proprietary Marks."

         E. Licensor  employs,  and continues to develop and implement,  certain
distinguishing and identifying restaurant layout and design features,  including
building design,  decor,  accessories and fixtures and other  identifying  trade
dress in the interior and exterior of its Restaurants, which features as now and
hereafter designated or adopted by Licensor are collectively  referred to herein
as the "Trade Dress."




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         F.  Licensor   employs,   and  continues  to  develop  and   implement,
identifying  combinations of specified equipment and equipment layout;  recipes;
food  preparation  methods and food products;  operating  standards and food and
beverage   and   equipment   specifications;    operational,    management   and
record-keeping procedures;  advertising and marketing techniques;  trade secrets
and confidential  information;  all of which in combination with its Proprietary
Marks and Trade Dress, and as hereafter may be designated or adopted by Licensor
for a Restaurant, is sometimes collectively referred to in this Agreement as the
"System."

         G.  Licensor,  by reason of its  maintenance  of its high  standards of
quality  for food and  beverages  sold at its  Restaurants  operated by Licensor
and/or by other Licensees, and by reason of its maintenance of high standards of
service  rendered by such  Restaurants,  has created  goodwill  and a demand for
restaurants operated using the System, and for the foods served therein.

         H.  Licensee  recognizes  the  benefits  that may be derived from being
identified  with and  licensed  by  Licensor  and from being able to utilize the
System and the Proprietary Marks which Licensor owns.

         I. Licensee acknowledges that the above-described System should provide
a  firm  foundation  for  restaurant  operations  featuring  high  standards  of
merchandising and quality food products.

         J. Licensee desires, upon the terms and conditions herein set forth, to
enter into the  business  of  operating  A  Restaurant  in the  location  herein
described using the System, in accordance with the standards of food and service
adopted and promulgated by Licensor.

         K. Licensor is ready and willing to grant a license to Licensee for the
use of the System in the operation of a restaurant upon the terms and conditions
set forth below.

         Licensor  and  Licensee,  in  consideration  of the  mutual  agreements
contained and for other good and valuable consideration, acknowledged by each of
them to be satisfactory and adequate, do hereby agree as follows:


1.       GRANT OF LICENSE

         1.1 Grant of Right.  Upon the  terms and  conditions  set forth in this
Agreement,  Licensor  hereby  grants to Licensee  the right  (often  referred to
herein as the "License") to be non-exclusive except as hereinafter  provided, to
use  the  System,  including  the  Proprietary  Marks,  in  the  operation  of a
restaurant at ________________________________________________;  such Restaurant
is often referred to herein as the "Licensed Restaurant."

         1.2  Initial  Term.  The  License  is for a term of twenty  (20)  years
commencing on the date hereof (the "Initial Term"), subject, however, to earlier
termination as provided for herein.

         1.3 Scope of License.  The License permits Licensee to represent itself
to the  public as a  licensee  of  Licensor,  and may only be enjoyed or used by
Licensee as provided  in this  Agreement  in  connection  with the  advertising,
marketing,  promotion  and  sale of  such  food  products  and  services  as are
designated from time to time by Licensor to Licensee.

         1.4 Limited  Exclusivity.  The License granted to Licensee is exclusive
only as to the specific  location  designated herein and may be subject to other
limitations set forth in this Agreement.

         1.5 Future  Franchise.  Licensee  and  Licensor  agree that if Licensor
should ever decide to franchise  Restaurants,  Licensor will provide  Licensor's
then current franchise disclosure materials, if any, to Licensee.  Within thirty
(30) days after receipt of such  materials  Licensee will give Licensor  written
notice ("Licensee's Notice") of whether Licensee desires to become a franchisee.
If Licensee  elects to become a  franchisee,  then  Licensor and  Licensee  will
execute  Licensor's  standard  franchise  documents at which time this Agreement
shall  terminate.  If  Licensee  fails to give  Licensor  written  notice of its
election to become a franchisee as set forth in this Section, then Licensee will
be deemed to have elected not to become a  franchisee  and this  Agreement  will
remain  in  effect.  If  Licensee  elects  to become a  franchisee,  no  initial
franchise fees shall be payable by Licensee to Licensor.

2.       OPERATION AND MANAGEMENT

         2.1 Operation.  Throughout the Term of this  Agreement,  Licensee shall
continuously  operate the Licensed  Restaurant (except if prevented by fire, Act
of God or other casualty or cause beyond the control of the Licensee),  or shall
secure Licensor's prior approval,  which shall not be unreasonably withheld, for
any  interruption  of operations  lasting for more than five (5) days.  Licensee
shall use its best efforts,  skills and diligence in the conduct of the Licensed
Restaurant,  and  shall  regulate  Licensee's  employees  so that  they  will be
courteous and helpful to the public.

         2.2 Hours of  Operation.  Unless  otherwise  authorized  or directed by
Licensor in writing,  which authorization will not be unreasonably withheld, the
Licensed  Restaurant shall be open for business a minimum of 11:00 a.m. to 10:00
p.m.,  seven  (7) days a week,  three  hundred  sixty-two  (362)  days per year.
Licensee may only close the Licensed  Restaurant on Easter Sunday,  Thanksgiving
Day and  Christmas  Day and on other days which  Licensor  may from time to time
allow in writing, which authorization will not be unreasonably withheld.

         2.3 Uniforms.  All employees  shall wear uniforms  of  such  design and
color as Licensor and Licensee  agree upon from time to time.

         2.4 Menu and  Service.  Licensee  shall  serve  all  menu  items  which
Licensor may deem appropriate to take maximum  advantage of the potential market
and achieve standardization among the Restaurants.  Licensee shall not serve any
item which is not  otherwise  authorized  and  approved  by Licensor in writing.
Licensee  shall adhere to all  specifications  prescribed  by the Licensor as to
ingredients,  methods of  preparation  and  service,  weight and  dimensions  of
products served, and standards of cleanliness,  health and sanitation. All food,
drink and other items will be served and sold in packaging that meets Licensor's
specifications.  Licensee's  development  of new products is encouraged  for the
benefit of both Licensee and Licensor.



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         2.5 Promotional  Material.  Notwithstanding  the above,  Licensee shall
exhibit, promote the sale of, sell and distribute Licensor's products, including
novelties,  coupons,  promotional  literature,  materials  and  souvenirs in the
manner and to the extent requested by Licensor from time to time in the Licensed
Restaurant operated by Licensee.

         2.6 Pricing.  Licensee  and  Licensor  shall agree on the  prices to be
charged to customers for all products and services  (both regular menu items and
promotional materials) offered by the Licensed Restaurant.

         2.7 Signs.  Licensee  shall display the  Proprietary  Marks only in the
manner and at such  locations as Licensor  has  authorized.  Licensee  agrees to
maintain and display signs  reflecting  the current  image of the  Restaurant in
conformity  with  specifications  issued by Licensor from time to time and shall
not place additional  posters or signs on the premises without the prior written
consent of the Licensor.  Licensee  shall  discontinue  the use of such signs as
they are declared  obsolete by Licensor  within a reasonable  time  specified by
Licensor.

         2.8 Equipment.  Licensee  shall  only  use  equipment  in the  Licensed
Restaurant  which  Licensor  has  approved  as meeting  its  specifications  and
performance  standards.  As equipment  becomes obsolete or inoperable,  Licensee
shall replace such items with the types and kinds of equipment as are then being
installed in new Restaurant at the time of replacement.  If Licensor  determines
that  additional or substitute  equipment is needed  because of a change in menu
items or methods of  preparation  and  service,  Licensee  will  install the new
equipment within the reasonable time specified by Licensor.

         2.9 Vending Machines, Etc. Licensee shall not install telephone booths,
newspaper racks, gum or candy machines,  rides, or other vending machines on the
premises of the Licensed Restaurant without the prior approval of Licensor.

         2.10  Licensor's  Right to Enter.  If licensee  fails to  substantially
perform any of its obligations  under this Section 2 after being given seven (7)
days' prior notice and  opportunity to cure, any persons  authorized by Licensor
may enter the Licensed  Restaurant at any time during regular business hours and
perform any act deemed  necessary  by Licensor  to remedy such  failure  without
liability to Licensor.


3.   RIGHT OF ENTRY AND INSPECTION

     To  insure  compliance  with this  Agreement,  Licensor  or its  designated
representative  shall have the right to enter the Licensed Restaurant to conduct
such  activities as it or they deem necessary to ascertain  compliance with this
Agreement.  The  inspections  may be conducted  without prior notice at any time
when  Licensee  or one of its  employees  is at  the  Licensed  Restaurant.  The
inspections will be performed in a manner which minimizes  interference with the
operation of the Licensed Restaurant.


4.   STANDARDS OF OPERATION

     Licensor shall determine  standards of quality for all goods and menu items
used or sold by the Licensed Restaurant, standards of service in connection with
their sale, standards of quality and utility for all furnishings and fixtures of
the Licensed Restaurant, and standards of repair and maintenance of the Licensed
Restaurant. These standards may, in some cases include recommended manufacturers
of certain foods or beverages. Licensee shall strictly conform to such standards
and operate such Licensed  Restaurant so as to sustain and maintain the goodwill
and reputation of the  Restaurant,  the System and the Proprietary  Marks.  Such
standards  shall  be  substantially  the  same as those  standards  employed  by
Licensor in the operation of any  Restaurants.  Licensor may own and/or operate,
and at any other Atomic  Burrito  Restaurant any which may be owned and operated
by any other Licensee.


5.   LICENSE FEE

     As  consideration  for the license granted  hereby,  Licensee agrees to pay
Licensor the sum of Fifteen Thousand Dollars  ($15,000.00) shall be payable upon
execution  of this  Agreement.  This  payment is  non-refundable  and covers the
services provided Licensee by Licensor as set forth in Section 5.1 herein.

     5.1  Services  Provided for License Fee. In addition to providing  Licensee
a non-exclusive right to use the trade mark "Atomic  Burrito",  the trade phrase
"Out of this World!",  any of the Proprietary marks, trade dress, and use of the
System, Licensor agrees to provide the following additional services to Licensee
in return for Licensee's payment of the License Fee:

          A. Upon the  execution  of this  Agreement,  or within sixty (60) days
thereafter,  Licensee shall be provided such training and procedure  manuals for
all  restaurant job  descriptions  as Licensor may have  developed,  if any, for
operation of an "Atomic Burrito" restaurant;

          B. Upon execution of this Agreement,  or within sixty (60) days of the
opening of Licensee's  restaurant,  Licensee  shall be provided  recipes for all
Atomic Burrito food items;

          C.  Training at  existing  Atomic  Burrito  restaurants,  if any,  for
employees of Licensee at the sole expense of Licensee, with the number of people
to be trained to be agreed upon jointly by Licensor and Licensee;

          D. An  opening  training  team to assist  in  opening  the new  Atomic
Burrito restaurant owned by Licensee.  This team will be present during the week
prior to the opening and the week after the opening.  All expenses regarding the
opening team provided by Licensor will be borne by Licensor;

          E. Consulting on design and construction of Licensee's  Atomic Burrito
restaurant; and

          F.  Inclusion  of Licensee in any "Atomic  Burrito  Buying  Group" for
group volume pricing for products and services, if possible.


6.       ROYALTY FEES

         6.1  Royalties.  In  addition to the License Fee set forth in Section 5
above, Licensee agrees to pay Licensor a royalty fee equal to three percent (3%)
of  Licensee's  gross  receipts  at the  Licensed  Restaurant  covered  by  this
Agreement, said payments to be paid on the fifteenth (15th) of each month as set
forth herein below.

         6.2 "Gross Receipts". The term as used in this Agreement,  includes the
aggregate  amount  of all  sales  of food,  beverage,  articles,  and any  other
merchandise,  whether for cash,  on credit or  otherwise,  made and rendered in,
about  or in  connection  with  the  Licensed  Restaurant,  unless  specifically
exempted by Licensor in writing.  The sale of Restaurant  related  products away
from the Licensed  Restaurant  shall be included  within the definition of Gross
Receipts.  Gross Receipts excludes (i) any federal,  state,  county or city tax,
excise  tax,  or similar  taxes  based on sales  which  Licensee  collects  from
customers; (ii) employee discounts;  (iii) room rentals and service charges; and
(iv) cash  register  over-rings.  Gross  Receipts also excludes cash received as
payment in credit  transactions where the extension of credit itself has already
been included in the amount upon which royalty is computed.

         6.3 Monthly Payment. Once royalty payments commence as set forth above,
Licensee  shall pay royalties  monthly to Licensor based upon the Gross Receipts
for the  preceding  calendar  month.  Payments  ("Royalty  Payments")  shall  be
calculated by multiplying the Gross Receipts of the Licensed  Restaurant  during
the  preceding  calendar  month by the  applicable  royalty  percentage of three
percent  (3%).  All  Royalty  Payments  are to be made at  Licensor's  corporate
offices as shown in this  Agreement or at such place as Licensor  may  designate
from time to time.  All Royalty  Payments  must be either (a) by check dated and
postmarked  on or before  the  fifteenth  (15th) day of the month or (b) by wire
transfer  received  by  Licensor  on or before the  fifteenth  (15th) day of the
month.  In the event a Royalty  Payment  by check is  postmarked,  or if by wire
transfer is  received,  after the  fifteenth  (15th) day of any month,  Licensee
shall pay Licensor a Fifty Dollar  ($50.00)  late fee in addition to the overdue
Royalty Payment. In the event a Royalty Payment by check is postmarked, or if by
wire transfer is received,  after the  fifteenth  (15th) day of the second month
from the date due,  Licensee  shall pay  Licensor  an  additional  Fifty  Dollar
($50.00) late fee and the overdue  Royalty  Payment plus interest on the Royalty
Payment  from the date such  payment was  originally  due (i.e.,  the  fifteenth
(15th)) as provided in Section 6.7.




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         6.4 Annual Statement of Accounts.  Within  seventy-five (75) days after
the end of each calendar year during the Term of this Agreement,  Licensee shall
prepare  and  deliver  to  Licensor  a  statement  of  accounts  and   financial
statements,  including a statements  of income,  balance  sheet and statement of
cash flows, certified to be true and correct by the President or Chief Financial
Officer of Licensee,  showing all monthly Gross  Receipts and the  corresponding
monthly  Royalty  Payments  made during such  calendar year and the annual Gross
Receipts.  In the event that the total of the Royalty  Payments for any calendar
year is less than the actual  royalty  owed by Licensee for such  calendar  year
computed on the total  amount of Gross  Receipts  for and during  such  calendar
year, then Licensee shall pay to Licensor the amount of the deficiency. However,
in the event that the total of the Royalty  Payments  for any  calendar  year is
greater  than the  actual  royalty  owed by  Licensee  for such  calendar  year,
Licensor  shall either pay to Licensee  within thirty (30) days after receipt of
the  statements  required  by this  Section  the  amount of such  excess  or, at
Licensor's option apply such excess to any amount then due or to become due from
Licensee to Licensor under this Agreement.

         If Licensee fails to submit to Licensor the statements required by this
Section  within  thirty (30) days of  receiving  notice  that they are  overdue,
Licensor  may have an audit  conducted of the  Licensed  Restaurant's  financial
records and accounts for the applicable  period by Certified  Public  Accountant
selected by Licensor,  at Licensor's sole expense. The fees and expenses of such
Certified  Public  Accountant  incurred by Licensor shall be paid by Licensee to
Licensor within thirty (30) days of Licensee's receipt of a statement  therefor,
in the event that such audit  discloses  an  underpayment  by  Licensee  of four
percent (4%) or more of the amount due.

         6.5 Use of Payments. Licensor shall be entitled to deposit each monthly
Royalty  Payment in its general  funds  account or to such other  accounts as it
elects and may make use of such payments  freely and without  conditions for any
and all  purposes  and no  obligation  or  debt  of  Licensor  to  Licensee,  or
constructive  trust or other legal  encumbrance,  shall be deemed to exist or be
imposed on or with respect to any funds paid to Licensor as royalties.

         6.6 Services  Provided for Royalty  Payments.  In consideration for the
royalty  payments to be made by the  Licensee to the  Licensor,  as set forth in
Section 6.1 above,  the  Licensor  agrees to provide the  Licensee  with ongoing
operations  support and consulting in order to assist  Licensee in operating the
Licensed Restaurant. Such ongoing consulting services to be provided to Licensee
shall include a semi-annual  operations review and report detailing  operational
issues identified by Licensor and such other issues as Licensee may request.  In
addition,  Licensor shall provide Licensee with  "trouble-shooting"  services in
order to help Licensee  identify  and/or deal with  problems  which may arise in
connection  with  Licensee's   operation  of  the  Licensed   Restaurant.   Such
"trouble-shooting"  services,  to the extent they involve store visits in excess
of the semi-annual  operations  reviews shall be made at the request of licensee
and at licensees sole expenses.

         6.7  Interest.  Interest  will be  charged  on the amount of any unpaid
royalty,  hereunder  from the date such fee was due and  payable  at the rate of
twelve percent (12%) per annum or the maximum rate  permitted by law,  whichever
is lower.


7.       ACCOUNTING AND RECORDS OF OPERATIONS

         7.1 Maintenance of Records. During the Term of this Agreement, Licensee
shall  maintain  and  preserve,  for at least  three (3) years from the dates of
their preparation,  full,  complete and accurate books,  records and accounts as
reasonably required by Licensor.


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         7.2 Tax Returns.  At the time of filing any and all federal  income tax
and state sales or income tax returns  applicable  to the  Licensed  Restaurants
with the appropriate  taxing authority,  Licensee shall submit a copy of same to
Licensor,  certified by Licensee to be authorized copies of those filed with the
I.R.S. and with the applicable State Tax Commission.

         7.3 Other  Financial  Information.  Licensee  shall  submit to Licensor
current financial statements and such other forms, income tax returns,  reports,
records,  information  and data as Licensor  may  reasonably  designate,  in the
format and at the times and places reasonably required by Licensor,  either upon
request or as specified from time to time.

         7.4  Inspection  and  Audit.  Licensor  or its  designated  independent
accountants  shall have the right at all reasonable times to examine and copy at
Licensor's expense,  all financial records and accounts relating to the Licensed
Restaurants. Licensor shall have the right, at any time, to cause an audit to be
conducted  of the  licensed  Restaurant's  financial  records and accounts by an
independent  Certified  Public  Accountant.  If such audit  should  reveal  that
Royalty Payments due Licensor have been  understated by Licensee,  in any report
to Licensor, then within thirty (30) days of License's receipt of the results of
such  audit,  Licensee  shall pay  Licensor  the  amount by which  such  Royalty
Payment(s) were understated plus interest from the date each such payment should
have been made.  In  addition,  if the amounts due were  under-reported  by four
percent (4%) or more, then Licensor shall send to Licensee a copy of the invoice
for the cost of such audit, which Licensee agrees to pay within thirty (30) days
of receipt thereof.


8.       ADVERTISING

         8.1  Advertising  Program.  Licensor,  at its option,  may  establish a
Public Relations and Advertising Program ("Advertising Program") at such time as
there are, in Licensor's sole judgement,  a sufficient  number of Restaurants in
operation.  The Advertising Program shall be funded with contributions from each
licensee and Licensor operated Restaurant.  All contributions to the Advertising
program shall be used solely and  exclusively  for  national,  regional or local
advertising,  development of sales and advertising  tools,  and Public relations
for the System and related  matters for the mutual  benefits of Licensor and all
Licensees.

         8.2  Advertising  Fee.  Licensee  shall  contribute to the  Advertising
Program an amount to be determined  by Licensor,  not to exceed one percent (1%)
of Licensee's  Gross Receipts during the preceding  month.  Licensee shall begin
making contributions to the Advertising Program if and when it is established by
Licensor.  Licensor  shall  determine the amount  Licensee owes for  advertising
expenses from time to time in accordance  with this Section,  and Licensee shall
pay such amount within thirty (30) days of Licensee receipt of payment request.

         8.3 Use of  Photographs.  Licensor  shall have the right to  photograph
both the interior and exterior of the Licensed Restaurant, and the various foods
served therein, and to use any such photographs in its publicity or advertising,
and Licensee shall cooperate in securing such photographs and the consent of the
persons pictured.


9.       USE OF PROPRIETARY MARKS BY LICENSEE

         9.1 Trademarks,  Trade Names, Service Marks and Trade Secrets. Licensee
acknowledges  that  ownership  of all rights,  title and  interest in and to the
System,  Proprietary Marks, Trade Dress, and the Design,  decor and image of the
Licensed  Restaurant are and shall remain vested solely in Licensor and Licensee
disclaims any right or interest  therein or the goodwill derived  therefrom.  In
addition, Licensee agrees as follows:

                  A.  Licensee  shall  use only the  Proprietary  Marks and such
other  Proprietary marks as are required and approved by Licensor for Licensee's
use, and shall use them only in the manner  authorized,  required and  permitted
under this Agreement or otherwise by Licensor in writing.

                  B.  Licensee shall use the  Proprietary  Marks and Trade Dress
only in connection with the operation of the Licensed Restaurant.

                  C.  Licensee  shall  post  a  notice  at the  location  of the
Licensed  Restaurant,  in the form and manner  required by Licensor,  indicating
that Licensee is a "Licensed  Operator" of the Licensed  Restaurant and that the
Proprietary Marks are used by the Licensee under license from Licensor.

                  D.  Licensee  shall not use any Proprietary Marks to secure or
incur any obligation or indebtedness.

                  E. Licensee shall not use the  Proprietary  Marks, or any part
thereof,  as part of its  corporate or other legal  business  name,  without the
express written consent or Licensor.

                  F.  Licensee  shall  comply with  Licensor's  instructions  in
filing and maintaining  requisite trade name or assumed name registrations,  and
shall  execute  any  documents  deemed  necessary  by Licensor or its counsel to
obtain  protection  for the  Proprietary  Marks or to Maintain  their  continued
validity and enforceability.

                  G. If  Licensee  has  reason to believe  that an  unauthorized
third party is using or infringing upon any  Proprietary  Mark, or using a trade
dress which is  confusingly  similar to Licensor's  Trade Dress,  Licensee shall
immediately notify Licensor and cooperate with Licensor in defending or settling
any litigation  arising  therefrom.  Licensor will have sole  discretion to take
such  action,   if  any,  it  deems  reasonably   necessary  or  proper  in  the
circumstances.

         9.2 Change in Proprietary Mark and Trade Dress. If it becomes advisable
at any time in the sole  discretion of Licensor to modify or discontinue  use of
any  Proprietary  Mark or  Trade  Dress,  or to use one or  more  additional  or
substitute  names  or  marks,  Licensee  is  obligated  to do so  and  the  sole
obligation  of Licensor in any such event will be to reimburse  Licensee for its
tangible  costs  resulting  from such  modifications  or  discontinuance  of any
Proprietary Mark (such as changing signs) of complying with this obligation. Any
exceptions to this requirement must be in writing.



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         9.3 No Contest of  Licensor's  Interest.  Licensee  shall not  contest,
directly or indirectly, Licensor's ownership, title right or interest in, or the
validity  of the  System or any  component  thereof,  and  agrees not to contest
Licensor's  sole right to register,  use or license others to use such System or
any component thereof.

         9.4 Actions on  Termination  or  Expiration.  Upon the  termination  or
expiration of this Agreement,  Licensee shall execute such documents and perform
such acts as Licensor may deem reasonably necessary or desirable to evidence (i)
Licensee's  disassociation from Licensor, (ii) the fact that Licensee has ceased
using the Proprietary Marks and Trade Dress and has no further interest or right
therein  whatsoever,  and (iii) the fact that the  obligations  in Section  15.4
shall be fulfilled.


10.      CONFIDENTIALITY

         10.1 Confidential  Information.  Licensee shall not, during the Term of
this Agreement or any time  thereafter,  communicate  to, divulge to, or use for
the benefit of any other person, persons, partnership,  association, corporation
or other entity any "Confidential  Information"  including,  without limitation,
the following:

                  A. Any  information  or  know-how  concerning  the  methods of
operation of the Licensor's  restaurant  business which may be  communicated  to
Licensee or of which Licensee may learn by virtue of Licensee's operation of the
Licensed Restaurants or relationship with Licensor under this Agreement.

                  B. Any information or know-how including,  without limitation,
drawings, materials,  equipment,  specifications,  techniques, recipes, customer
lists and supplier lists and other data, which Licensor  designates as, or which
Licensee  reasonably  knows  is,  confidential;  provided  that  information  or
know-how  which  Licensee  can  demonstrate  came  to  its  attention  prior  to
disclosure  thereof by  Licensor,  or which,  after  disclosure  to  Licensee by
Licensor,   becomes  a  part  of  the  Public  domain  through   publication  or
communications by others shall not be deemed to be Confidential Information.

         Notwithstanding the foregoing,  Licensee may disclose such Confidential
Information  to  its  accountants  and  attorneys  if and  to  the  extent  such
disclosure  is necessary  to enable such  accountants  and  attorneys to perform
their services for and on behalf of Licensee.

         10.2  Irreparable  Harm.  Licensee  acknowledge  that  any  failure  by
Licensee or its owners, agents, employees, or affiliates, as the case may be, to
comply  with the  requirements  of  Sections  10 of this  Agreement  will  cause
Licensor  irreparable  injury, and Licensee agrees to pay Licensor all costs and
reasonable attorneys' fee incurred by Licensor in obtaining specific performance
of,  or  any  injunction  or  restraining   order  against   violation  of,  the
requirements  of  such  sections.   Licensee  shall  divulge  such  Confidential
information  only to such  persons as necessary in order to operate the Licensed
Restaurant.  Licensee  shall  obtain  from  such of its  employees  or  class of
employees as Licensor may  designate,  as a condition  of  employment,  executed
copies of a  "Confidential  Information  Disclosure  Agreement," in a form to be
prescribed by Licensor,  requiring a similar  observance  and  protection of the
confidentiality of such information on their part and naming Licensor as a third
party beneficiary.


<PAGE>




11.      INSURANCE

         Licensee will procure and maintain in full force and effect  throughout
the Term of this Agreement,  an insurance policy protecting  Licensee,  Licensor
and its  affiliates,  and their  respective  officers,  directors,  partners and
employees  against any loss,  liability,  personal  injury,  property  damage or
expense whatsoever arising or occurring upon in connection with the operation of
the Licensed Restaurant.  Licensor shall be an additional named insured on those
coverages  specified in  subsections  (A) and (C) below.  All policies  required
herein  shall  be  written  by a  responsible  insurance  company  or  companies
satisfactory to Licensor with an A.M. Best Company  financial rating of not less
than "A-" and shall provide at least the following  minimum  amounts of coverage
under the following categories:

                  A.  Comprehensive  general  liability  insurance  for property
damage and personal injury,  including death, and including products  liability,
with  limits of One  Million  Dollars  ($1,000,000.00)  per  occurrence  and Two
Million Dollars ($2,000,000.00) annual aggregate;

                  B.  Property  damage insurance in the amount of  at least full
replacement  value  insuring  the  Licensed   Restaurant,   and  its  equipment,
inventory,  furnishings and fixtures,  and any additions thereto,  in accordance
with standard fire and extended  coverage  insurance  then in effect for similar
businesses; and

                  C.  If alcoholic  beverages  are ever  served at the  Licensed
Restaurant,  liability  insurance  policy  with  minimum  limits of at least One
Million Dollars  ($1,000,000.00)  with  endorsements  insuring against liability
imposed by statutes  commonly known as "Dram Shop Acts," or by other laws,  upon
retailers of alcoholic substances, if such coverage cannot be obtained under the
policy or policies in (A) above.

         As a condition to  Licensor's  approval to permit  Licensee to open the
Licensed  Restaurant for business,  certificates of insurance showing compliance
with all of the  foregoing  requirements  shall  be  furnished  directly  by the
insurance agent of Licensee to Licensor for approval.  Said  certificates  shall
state that the policy or policies  will not be  canceled  or altered  without at
least thirty (30) days prior notice to Licensor.  Similar  certificates shall be
submitted to Licensor on each policy renewal date  thereafter and, upon request,
Licensee  shall  submit to  Licensor  copies of all or any policy or  amendments
thereto.  Maintenance of such  insurance and the  performance by Licensee of its
obligations  under this paragraph shall not relieve  Licensee of liability under
the indemnity provisions set forth in this Agreement.


<PAGE>


12.      RENEWAL OF LICENSE

         12.1 Right to Renew.  Unless the License has been  terminated  prior to
the expiration of its Initial Term, or Licensor has given Licensee notice of its
intention not to renew the License as permitted under this Section,  the License
may be renewed at the option of Licensee for two (2) additional  periods of five
(5) years each beyond the initial Term (the  "Renewal  Terms";  the Initial Term
and the Renewal Terms are collectively  referred to herein as the "Term" of this
Agreement),  provided  that at the end of the Initial Term and the first Renewal
Term, Licensee shall have complied with the conditions set forth in Section 12.3
(hereafter the "Conditions of Renewal"). If renewed, the first Renewal Term will
commence on the day  immediately  following the last day of the Initial Term and
if further renewed, the second Renewal Term will commence on the day immediately
following the last day of the first Renewal Term.

         12.2  Notice of  Renewal/Non-Renewal.  Licensor  shall  give  notice to
Licensee,  not less than one hundred  eighty  (180) days prior to the  scheduled
expiration of the Initial Term or the first Renewal Term, as the case may be, of
either (a) its intention  not to renew (or further  renew) the License and of at
least one "adequate reason", as hereafter defined, for such refusal to renew, or
(b) its  acknowledgment  that  Licensee is entitled to renew (or further  renew)
this License at  Licensee's  option  subject to Licensee's  compliance  with the
Conditions of Renewal in Section 12.3.  Upon the  expiration of the Initial Term
or the  first  Renewal  Term,  if this  Agreement  is not  renewed  (or  further
renewed),  and upon the  expiration  of the  first  Renewal  Term or the  second
Renewal  Term,  if this  Agreement  is renewed,  Licensee  shall comply with the
obligations in Section 15.4.

         "Adequate  Reason"  to refuse to renew  shall mean any  unremedied  and
existing default by Licensee under this Agreement or any other agreement between
Licensee and Licensor  relating to the Licensed  Restaurant,  including  without
limitation,  any course of conduct by Licensee  during the  Initial  Term or the
first Renewal Term which  constituted a default and would have entitled Licensor
to  then  terminate  this  Agreement  after  notice  and the  expiration  of any
applicable cure period, even though Licensor's right to terminate this Agreement
was not exercised.

         12.3 Conditions of Renewal.  Unless each of the following Conditions of
Renewal is satisfied at the end of the Initial Term and the first  Renewal Term,
Licensee shall have no right to renew (or further renew) this Agreement:

                  A. Licensee must have given Licensor notice of its election to
renew not less than sixty (60) or more than one hundred  eighty (180) days prior
to the scheduled  expiration date of the Initial Term or the first Renewal Term,
as the case may be. If Licensee  shall fail to timely  submit such notice of its
intention to renew,  Licensee  shall be deemed to have elected not to renew this
Agreement,  and it shall  expire  at the end of the  Initial  Term or the  first
Renewal Term, as the case may be.

                  B. At the time  Licensee  elects  to renew  and at the time of
renewal,  Licensee  must not be in  default  under this  Agreement  or any other
agreement between Licensee and Licensor relating to the Licensed Restaurant.

                  C. Licensee must have  replaced such  equipment,  furnishings,
decor and signs  which are not in good  working  order or which are  obsolete or
otherwise not in conformity with Licensor's then current standards and decorates
or remodels  the  building  and the site to conform to  Licensor's  then-current
standards.

                  D. Licensee  must  have  presented  evidence  satisfactory  to
         Licensor  that  Licensee has the right to remain in  possession  of the
         Licensed  Restaurant  for each of the Renewal  Terms,  or Licensee must
         have  commenced  business  operations  with  respect  to  the  Licensed
         Restaurant.

                  E. Licensee must have  executed a general  release,  in a form
prescribed  by  Licensor,  of any  and  all  claims  against  Licensor  and  its
affiliates and its or their respective officers, directors, shareholders, agents
and employees, in their corporate and individual capacities,  including, without
limitation,  claims under  federal,  state and local laws,  rules and ordinances
arising from the negotiation, execution or performance of this Agreement, except
for such claims as are expressly identified and reserved by Licensee in a notice
submitted to Licensor  simultaneously  with Licensee's notice of its election to
renew or within ten (10) days after the claims  arises,  if that is later.  Such
notice  shall  specify in detail  the  nature of such  claims and the nature and
amount of any relief or damages demanded, or to be demanded, of Licensor.

                  F. Licensee   must   have   undertaken    and   satisfactorily
accomplished any reasonable  remedial actions and curative measures  recommended
by  Licensor  during  the  Initial  Term and the first  Renewal  Term to correct
deficiencies in Licensee's sales marketing and operational procedures.

         Licensor  may  refuse to renew or extend  this  Agreement,  even  after
giving Licensee  notice of Licensee's  right to renew under Section 12.2, if any
one of the above  Conditions  of  Renewal  is not met at the  expiration  of the
Initial Term or the first Renewal Term.


13.      TRANSFERABILITY OF INTEREST

         13.1  Transfer by Licensor.  Licensor  shall have the right to transfer
all or any part of its  rights  or  obligations  herein  to any  person or legal
entity.  Such  transfer  shall be effected so as to recognize  the  pre-existing
rights of Licensee under this Agreement.

         13.2  Transfer by Licensee.  Licensee  shall have the right to transfer
all or any part of its  rights  or  obligations  herein  to any  person or legal
entity only with the express  written  consent of Licensor,  which consent shall
not be  unreasonably  withheld.  Any such  transfer  shall be  effected so as to
recognize the pre-existing rights of Licensee under this Agreement.

         13.3 Definition of Transfer.  For the purposes of this  Agreement,  the
term  "transfer"  shall  include,  but not be limited to, any sale,  conveyance,
assignment, disposition, donation, pledge or act of encumbrance, or any transfer
by devise, inheritance or by operation of law or otherwise,  whether voluntarily
or  involuntarily,  including  without  limitation,  any merger,  consolidation,
business  combination,  transaction,  joint venture or  partnership  whereby any
person or persons  acquires  directly or indirectly  license  rights  granted by
Licensor herein or in any license agreement of Licensee

         13.4  Non-Waiver  of Claims.  Licensor's  consent to a transfer  of any
interest  in the  License  granted  herein  shall  not  constitute  a waiver  of
Licensor's  right  to  demand  compliance  by  the  transferee  with  any of the
provisions of this Agreement.



<PAGE>


         13.5  Sublicensing.  Notwithstanding  anything in this Agreement to the
contrary,  Licensee  may not, act as a  sub-licensor  with respect to the rights
granted in this  Agreement.  Licensor will allow or permit Licensee to subdivide
his  interests in this License  Agreement or allow other  persons or entities to
share the economic benefits and/or risks of owning the License, even though this
Agreement  or  any  License  granted  hereunder  is  not  formally  assigned  or
transferred  and remains with Licensee.  An example would be Licensee  hereunder
forming a separate limited  partnership for a Licensed Restaurant and serving as
the general partner of such limited partnership.


14.      DEFAULT

         Licensee shall be deemed to be in default of this Agreement and to have
materially breached this Agreement upon the occurrence of any of the following:

                  A. If (i)  Licensee is  adjudicated  bankrupt or  insolvent or
shall make a general assignment for the benefit of creditors, (ii) a petition in
bankruptcy is filed by Licensee,  or such a petition is filed  against  Licensee
and is not  successfully  opposed by  Licensee,  (iii) a bill in equity or other
proceeding for the  appointment of a receiver of Licensee or other custodian for
Licensee's  business  or  assets  is filed and is not  successfully  opposed  by
Licensee,  or (iv) Licensee is unable to pay its debts and  obligations  as they
become due;

                  B. Licensee  abandons  the  License  by failing to operate the
Licensed  Restaurant  for five (5)  consecutive  days during  which  Licensee is
required to operate the Licensed Restaurant under the terms of this Agreement or
any  shorter  period  after  which it is not  unreasonable  under  the facts and
circumstances for Licensor to conclude that Licensee does not intend to continue
to operate the  Licensed  Restaurant,  unless such  failure to operate is due to
fire, flood, earthquake or similar cause beyond Licensee's control;

                  C. Licensee makes any material  misrepresentations relating to
the  acquisition  of the license or Licensee  engages in conduct which  reflects
materially  and  unfavorably  upon the operation and  reputation of the Licensed
Restaurant or System;

                  D. Licensee  fails,  for  a  period  of  ten  (10)  days after
notification of noncompliance, to comply with any federal, state or local law or
regulation applicable to the operation of the Licensed Restaurant;

                  E. Licensee, after  curing  any default for which Licensee was
given notice pursuant to Section 15.3, engages in the same noncompliance whether
or not such noncompliance is corrected after notice;

                  F. Licensee  repeatedly  fails  to  comply  with  one  or more
requirements of the License, whether or not corrected after notice;

                  G. The Licensed Restaurant is seized, taken over or foreclosed
by a government  official in the exercise of his duties, or seized,  taken over,
or foreclosed by a creditor,  lienholder or lessor, or a final judgement against
Licensee remains unsatisfied for thirty (30) days (unless a supersedeas or other
appeal  bond has been  filed);  or a levy of  execution  has been  made upon the
License or upon any  property  used in the  licensed  Restaurant,  and it is not
discharged within thirty (30) days of such levy;

                  H. Licensee is  convicted  of  or  pleads nolo contendere to a
felony  charge  or any  other  criminal  misconduct  which  is  relevant  to the
operation of the Licensed Restaurant;

                  I. Licensee fails to pay any license fees or other amounts due
Licensor  or its  affiliates  within  thirty (30) days after  receiving  written
notice that such fees are overdue;

                  J. Licensor  makes  a  reasonable determination that continued
operation of the Licensed  Restaurant by Licensee will result in imminent danger
to public health or safety;

                  K. Except  as  expressly permitted by this Agreement, Licensee
discloses  or  divulges  any  portion  of  the  contents  of  the   Confidential
Information;

                  L. Licensee,  directly or  indirectly,  commences any business
operation,  or markets any product or services,  under any other name or mark or
employs trade dress which, in Licensor's sole opinion, is confusingly similar to
the Proprietary Marks or Trade Dress described herein;

                  M. Licensee  fails or refuses to submit any report or document
required  herein by the date it is due, or to obtain  Licensor's  prior  written
approval or consent as required by this Agreement;

                  N. Licensee fails to comply with any other material provisions
of this Agreement or other agreements  between Licensor and Licensee relating to
the Licensed Restaurant.


15.      TERMINATION

         15.1  Termination  by  Licensee.  In general,  Licensee has no right to
terminate this Agreement,  except such rights as it may have under common law by
reason of a material breach of Licensor's obligations hereunder.  As a condition
precedent to such right of termination, Licensee shall give Licensor thirty (30)
days notice of the alleged  default and opportunity to cure. If Licensor has not
cured any such  default  within  thirty  (30) days of  receiving  notice of such
default,  then Licensee  shall send a notice of termination to Licensor and this
Agreement and the License  granted  hereunder  will  terminate  thirty (30) days
after  Licensor  receives  such  termination   letter.  In  the  event  Licensee
terminates this Agreement,  all of the obligations  upon  termination in Section
15.3 and 15.4 shall apply.

         Licensee  acknowledges that any attempted termination by Licensee other
than for a material breach by Licensor shall be deemed a default by Licensee.

         15.2  Termination by Licensor After Notice.  Upon the occurrence of any
default  described under  subsection 14 of this Agreement,  Licensor may, at its
option,  terminate  Licensee's rights under this Agreement if such default shall
not have been remedied to Licensor's  satisfaction within thirty (30) days after
written notice thereof has been given Licensee or such reasonably shorter period
as is  specified  in such  notice if such  shorter  period  affords  Licensee  a
reasonable  opportunity to cure the default given the nature  thereof;  provided
that such  termination  will not in any event be effective until the end of such
longer  period as may be  specified  in the  notice or  required  by  applicable
governmental  law or  regulation.  All of the  obligations  upon  termination in
Section 15.3 and 15.4 shall apply upon such termination.

         15.3 Licensor's  Obligations Upon  Termination or Expiration.  Upon the
termination  or  expiration  of  Licensee's  rights  under this  Agreement,  the
obligations of Licensor to Licensee under this Agreement shall terminate, except
where it is  specifically  provided  herein that any obligation of Licensor will
survive such termination or expiration.

         15.4  Licensee's  Obligations  Upon  Termination  or  Expiration.  Upon
termination or expiration of the rights granted  hereunder to Licensee  (whether
by Licensor  or  Licensee),  Licensee  shall  comply with each of the  following
provisions:

                  A. Cease  Operations.   Licensee   shall   immediately   cease
operating  the  Licensed  Restaurant,  and shall  not  thereafter,  directly  or
indirectly,  represent  itself to the public or hold itself out as a licensee of
Licensor.

                  B. Cease Use of System,  Etc.  Licensee shall  immediately and
permanently  cease  to  use,  in any  manner  whatsoever  (i)  any  Confidential
Information,  (ii) any methods,  procedures and techniques  associated  with the
System,  (iii) Licensor's trade name, the Proprietary Marks,  distinctive forms,
slogans, signs, symbols or logos or devices associated with the System, and (iv)
any Trade Dress feature  which could  reasonably be expected to cause the public
to believe  that  Licensee is doing  business at or with a  restaurant  which is
owned, operated or licensed by Licensor.

                  C. Other  Businesses.  Licensee shall not, in the operation of
any  other  business,  use any  reproduction,  counterfeit,  copy  or  colorable
imitation of the  Proprietary  Marks or Trade Dress,  either in connection  with
such other business or the promotion  thereof which  infringes  upon  Licensor's
rights in and to the Proprietary Marks or Trade Dress, and shall not utilize any
designation of origin or description or representation  which falsely suggest or
represents an association or connection with Licensor.

                  D. Changes Upon Termination or Expiration. Licensee shall make
such modifications or alterations to the Licensed Restaurant upon termination or
expiration of its rights under this Agreement as may be necessary to prevent the
operation  of any  business  thereon by itself or others in  derogation  of this
Section.

                  E. Payment of  Indebtedness.   Licensee shall promptly pay all
sums owing to Licensor. In the event of termination for any default of Licensee,
such sums shall include reasonable  expenses incurred by Licensor as a result of
the default.



<PAGE>


                  F.  Return  of   Confidential   Information.   Licensee  shall
immediately  turn over to Licensor all copies of  Confidential  Information  and
other materials in Licensee's  possession  bearing the Proprietary Marks and all
copies  thereof (all of which are  acknowledged  to be Licensor's  property) and
shall retain no copy or record of the foregoing,  except only Licensee's copy of
this  Agreement  and of any  correspondence  between the parties,  and any other
documents which Licensee  reasonably  needs for compliance with any provision of
law.  Licensee shall  additionally  turn over to Licensor a copy of all records,
files, correspondence, receipts and other materials relating to the operation of
the Licensed Restaurant in the Licensee's possession.

                  G. Telephone Number.  Licensee shall assign to Licensor or its
designee  all of  Licensee's  right,  title and  interest  in and to  Licensee's
telephone numbers relating to the Licensed Restaurant.

                  H.  Continued  Compliance.  Licensee  shall continue to comply
with all  provisions  of this  Agreement  which by their  terms are  intended to
survive the termination or expiration of Licensee's rights hereunder, including,
without limitation, the confidentiality restrictions contained in Section 10.


16.      TAXES, PERMITS AND INDEBTEDNESS

         16.1 Payment.  Licensee shall promptly pay when due all taxes levied or
assessed,  including, without limitation,  unemployment and sales taxes, and all
accounts and other indebtedness of every kind incurred by Licensee in conducting
the business of the Licensed Restaurant.

         16.2  Dispute  as to Tax.  In the event of any bona fide  dispute as to
liability  for taxes  assessed or other  indebtedness,  Licensee may contest the
validity or the amount of the tax or  indebtedness in accordance with procedures
of the taxing authority or applicable law;  however,  in no event shall Licensee
permit a tax sale, or seizure by levy or execution,  or similar writ or warrant,
or attachment by a taxing authority or a creditor, to occur against the Licensed
Restaurant,  or any material portion of the equipment,  supplies or inventory of
the Licensed Restaurant.

         16.3  Compliance  With Laws.  Licensee  shall,  at Licensee's  expense,
comply with all federal, state and local laws, rules and regulations,  and shall
timely obtain,  and shall keep in force as required  throughout the Term of this
Agreement all permits and certificates necessary for the full and proper conduct
of the Licensed  Restaurant,  including,  without  limitation,  any building and
other  required  construction  permits,   assumed  name  registrations,   liquor
licenses, sales tax permits, health and sanitation permits and ratings, and fire
clearance.

         16.4 Notice of Action. Licensee shall notify Licensor in writing within
ten (10) days of the commencement of any action, suit or proceeding,  and of the
issuance of an order, writ, injunction,  award or decree of any court, agency or
other governmental instrumentality,  which may adversely affect the operation or
financial condition of the Licensed Restaurant.


17.      INDEPENDENT CONTRACTOR AND INDEMNIFICATION

         17.1 Independent Contractor. This Agreement does not create a fiduciary
relationship  between the parties hereto,  and Licensee shall be deemed to be an
independent  contractor  of Licensor.  Nothing in this  Agreement is intended to
constitute either party as an agent,  legal  representative,  subsidiary,  joint
venturer, partner, employee or servant of the other for any purpose whatsoever.



<PAGE>


         17.2  Representation  of Status.  In all public records,  in Licensee's
relationship with other persons,  and on stationary,  business forms and checks,
Licensee  shall  indicate  Licensee's  independent  ownership  of  the  Licensed
Restaurant  and status as a licensee of Licensor.  Licensee shall exhibit on the
premise,  in such place as  Licensor  may  designate,  a  notification  that the
Licensed Restaurant is operated by an independent operator and not by Licensor.

         17.3  Authority and  Indemnity.  Nothing in this  Agreement  authorizes
Licensee  to  make  any  contract,  agreement,  warranty  or  representation  on
Licensor's  behalf, or to incur any debt or other obligation in Licensor's name,
and  Licensor  shall in no event  assume  liability  for,  or be  deemed  liable
hereunder as a result of any such action, or by reason of any act or omission of
Licensee in its conduct of the business of the Licensed  Restaurant or any claim
or judgment arising therefrom.


18.      APPROVALS AND WAIVERS

         18.1  Written  Request.  Whenever  this  Agreement  requires  the prior
approval  or  consent of  Licensor,  Licensee  shall  make a written  request to
Licensor  therefor,  and such  approval or consent shall be obtained in writing,
and shall not be unreasonably withheld by Licensor.

         18.2 Lack of Warranties and  Liabilities.  Licensor makes no warranties
or  guaranties  upon  which  Licensee  may rely,  and  assumes no  liability  or
obligation to Licensee, by providing any waiver, approval, consent or suggestion
to Licensee in  connection  with this  Agreement,  or by reason of any  neglect,
delay or denial of any request therefor.

         18.3 No Assumption of Liability.  Licensor  shall not, by virtue of any
approvals,  advice or services  provided to Licensee,  assume  responsibility or
liability  to  Licensee  or to any third  parties  to which  Licensor  would not
otherwise be subject.


19.      NOTICES

         All notices and other communications  hereunder shall be in writing and
shall be deemed to have been duly given on the earlier of actual receipt whether
by personal delivery,  messenger,  courier,  telecopy,  telex or similar form of
rapid  transmission  or ten (10) days after being  mailed if mailed by certified
mail,  return receipt  requested,  postage  prepaid,  to the addresses set forth
below or to such  other  addresses  of which a party has  given the other  party
written notice.

                                    (a)     If to Licensor:

                                            Atomic Burrito, Inc.
                                            1601 N.W. Expressway, Suite 1610
                                            Oklahoma City, OK 73118


                                    (b)     If to Licensee:








<PAGE>


20.      ENTIRE AGREEMENT

         This  Agreement and the  agreements  referenced  herein  constitute the
complete  understanding and agreement  between Licensor and Licensee  concerning
the subject matter hereof.  Except as referenced herein, there are no other oral
or written  understandings  or agreements  between  Licensor and Licensee or any
affiliates of either relating to the subject matter of this  Agreement,  and all
prior and contemporaneous agreements,  understandings,  conditions,  warranties,
negotiations,  conversations,  and  representations  of each of the  parties and
their representatives concerning the subject matter hereof are hereby superseded
and  merged  herein.  No  statement,  representation  or  other  act,  event  or
communication,  except as referenced or set forth herein, is binding on Licensor
in  connection  with the subject  matter of this  Agreement  or the grant of the
License.  This Agreement may only be amended by a written document duly executed
by both parties.


21.      MISCELLANEOUS

         21.1  Rights of Parties.  This  Agreement  is binding  upon the parties
hereto  and  their  respective  executors,  administrators,   heirs,  and  their
permitted  assigns and  successors  in  interest.  Nothing in this  Agreement is
intended or shall be deemed to confer upon any person or legal entity other than
Licensor and Licensee,  and such of their  respective  successors and assigns as
may be permitted  hereunder,  any rights or remedies  under or by reason of this
Agreement.

         21.2 Captions.  All captions in this Agreement are intended  solely for
the  convenience of the parties,  and none shall be deemed to affect the meaning
or construction of any provisions hereof.

         21.3 Gender. All references herein to the masculine, neuter or singular
shall be construed to include the masculine,  feminine,  neuter or plural, where
applicable.

         21.4  Counterparts.  This  Agreement  may be  executed  in two or  more
counterparts, and each copy so executed shall be deemed an original.

         21.5  Effect  of  Termination.   Licensee's   obligations  to  Licensor
contained in this Agreement shall not be affected by  termination,  cancellation
or expiration of this Agreement.


22.      ENFORCEMENT

         22.1 Governing Law. This Agreement shall be governed by and interpreted
and  constructed  under the  substantive  laws of the State of Oklahoma.  In the
event of any conflict of law, the laws of Oklahoma shall prevail, without regard
to the application of the conflict of law rules of the State of Oklahoma.



<PAGE>


                                                                - 12 -
         22.2 Waiver of Jury, Waver of Punitive and Consequential  Damages, Time
Limitation  for Actions.  Both Licensor and Licensee agree that neither shall be
entitled  to nor shall  either  demand a jury  trial in the event of  litigation
between  Licensor  and  Licensee.   Except  as  specifically  provided  in  this
agreement,  neither  Licensor  nor Licensee is entitled to any  compensation  or
reimbursement   for  loss  of   prospective   profits,   anticipated   sales  or
consequential  damages occasioned by the breach,  cancellation or termination of
this Agreement. Both Licensor and Licensee specifically agree that neither shall
be liable to the other for punitive,  exemplary or enhance damages of any nature
for any breach, cancellation or termination of this Agreement or the negotiation
hereof or the  relationship and dealings between the parties in any way relating
to this Agreement.  Any and all claims and actions arising out of or relating to
this Agreement, the relationship of Licensee and Licensor, Licensor's management
of  the  system,  or  Licensee's  development  and  operation  of  any  Licensed
Restaurant,  brought by any party hereto  against the other,  shall be commenced
one (1) year from the  occurrence  of the  facts  giving  rise to such  claim or
action.  Licensee  agrees that any action against  Licensor  hereunder  shall be
brought on an  individual  basis and not  consolidated  on a class-wide or other
basis unless Licensor consents thereto.

         22.3  Jurisdiction  and Venue.  Licensor and Licensee  acknowledge that
Licensor is a Oklahoma  Corporation,  this  Agreement  was offered from Oklahoma
County,  Oklahoma,  this  Agreement  was  negotiated,  in whole  or in part,  in
Oklahoma  County,  Oklahoma,  the  principal  place of  business  and  corporate
headquarters of Licensor are in Oklahoma County, Oklahoma, and that Licensee has
and will continue to develop a substantial and continuing  relationship with the
Licensor  at its  principal  offices in  Oklahoma  County,  Oklahoma,  where the
Licensor's  decision-making  authority  is  vested.  Accordingly,  Licensee  and
Licensor  agree  that  any  legal  action  arising  out of or  relating  to this
agreement  shall be instituted  and  maintained in any state or federal court in
Oklahoma.  Licensee  irrevocably  submits to the jurisdiction of such courts and
waives any  objection  it may have to either the  jurisdiction  or venue of such
courts.

         22.4     Severability and Substitution of Valid Provisions.

                  A. Except as expressly  provided to the contrary herein,  each
section,  paragraph,  term and  provision  of this  Agreement,  and any  portion
thereof,  shall be considered severable and if, for any reason, any such portion
of this  Agreement is held to be invalid,  contrary to, or in conflict  with any
applicable present or future law or regulation in a final,  unappealable  ruling
issued by any  court,  agency  or  tribunal  with  competent  jurisdiction  in a
proceeding  to which  Licensor  is a party,  that  ruling  shall not  impair the
operation  of,  or have any other  effect  upon,  such  other  portions  of this
Agreement as may remain otherwise  intelligible which shall continue to be given
full force and effect and bind the parties hereto,  although any portion held to
be invalid shall be deemed not to be a part of this  Agreement from the date the
time  for  appeal  expires,  if  Licensee  is a party  thereto,  otherwise  upon
Licensee's receipt of a notice of non-enforcement thereof from Licensor.

                  B.  Licensor and Licensee  agree that if any provision of this
Agreement may be construed in two ways,  one of which would render the provision
illegal or otherwise voidable or enforceable and the other of which would render
the provision valid and enforceable, such provision shall have the meaning which
renders  it valid  and  enforceable.  The  language  of each  provision  of this
Agreement  shall be  construed  according  to its fair  meaning and not strictly
against Licensor or Licensee.

         22.5  Mediation.  It is the  intention  of the  parties  to  attempt to
resolve all disputes  arising  under or in connection  with this  Agreement in a
commercially reasonable manner so as to maintain a commercial  relationship,  if
possible.  In the event of any litigation between Licensor and Licensee,  either
party may, at its option,  provide notice to the other that it desires attempted
mediation of the dispute  between the  parties.  Such notice shall be in writing
and shall be  sufficiently in advance of any trial on the merits to avoid delay.
Each party shall present written briefs, oral arguments,  evidence and testimony
at the  mediation  proceeding  which shall be  conducted  as a  mini-trial  type
proceeding  involving  a  senior   representative  of  each  party  having  full
settlement authority and a mutually agreed upon mediator, or one selected by the
American Arbitration Association. The mediator shall be a licensed attorney with
experience as a  court-appointed  mediator.  Prior to any mediation,  each party
shall have had the opportunity to undertake reasonable  discovery.  In the event
settlement is not reached during mediation,  the mediator shall promptly prepare
a written  report  detailing  his proposed  resolution  of the matter  including
factual  findings  and legal  conclusion.  The  mediation  proceedings  shall be
non-binding  upon the parties and the  decision  and/or  report of the  mediator
shall  be  confidential  and the  parties  shall  enter  into a  confidentiality
agreement  for all aspects of the mediation  effort.  In the event of mediation,
the parties agree that no written or oral  statements or legal  positions or any
evidence  presented at or in connection  with the mediation or any aspect of the
mediation proceedings  whatsoever may be used in any legal proceeding.  All fees
and expenses of the mediator  shall be split between the parties.  Any mediation
proceeding  shall be conducted  in Oklahoma  City,  Oklahoma.  In no event shall
mediation  delay or impair the right of specific  performance  set forth in this
Section.  Any party who  refuses  to be subject  to  mediation,  or who does not
undertake  good faith  mediation  efforts  (as  determined  by the  mediator  in
writing),  shall be  responsible  for the costs and expenses of the other party,
including  attorney's  fees,  which are in any way connected  with the mediation
effort,  including  reasonable  discovery  expenses incurred prior thereto.  For
purposes of awarding costs and expenses  pursuant to the foregoing  sentence,  a
court of competent  jurisdiction may consider the written report of the mediator
which  addresses that issue (which shall be separate from the report  containing
the mediator's  proposed  resolution of the matter,  factual  findings and legal
conclusions).  Any court of competent  jurisdiction  as determined in accordance
with Section 22.3 shall have the power to order the parties to mediation.

         22.6  Rights of Parties  are  Cumulative.  The rights of  Licensor  and
Licensee hereunder are cumulative and no exercise or enforcement by the Licensor
or Licensee of any right or remedy  hereunder  shall  preclude  the  exercise or
enforcement  by Licensor or Licensee of any other rights or remedy  hereunder or
which Licensor or Licensee is entitled by law to enforce.


23.      ACKNOWLEDGMENTS

         23.1  Licensee's  Time to  Review.  Licensee  acknowledges  that it has
received,  read and  understood  this Agreement and has been accorded ample time
and opportunity to consult with advisors,  including  legal counsel,  of its own
choosing,  about  the  potential  benefits  and  risks  of  entering  into  this
Agreement.
<PAGE>



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


                                    LICENSOR:

                                   Atomic Burrito, Inc.


                                   By:    ______________________________

                                   Name:  ______________________________

                                   Title: ______________________________




                                    LICENSEE:


                                   By:    ________________________________

                                   Name:  ________________________________

                                   Title: ________________________________