Exhibit 10-16 Sublicense Agreement - Cheeseburger


     

    Exhibit
      10.16


     

    AMENDED
      AND RESTATED SUBLICENSE
      AGREEMENT

     

    THIS
      AMENDED AND RESTATED
      SUBLICENSE AGREEMENT
      (the
“Agreement” or “Sublicense Agreement”), dated
      as
      of this 22nd day of July, 2005, is
      effective
      as of January 1, 2005
      by and
      between CHEESEBURGER
      HOLDING COMPANY, LLC
      (“Sublicensor”), and CHEESEBURGER
      IN PARADISE, LLC
      (“Sublicensee”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      Sublicensor is the exclusive sublicensee of certain rights in the Licensed
      Marks
      described and/or illustrated in Exhibit B of this Agreement;
      and

     

    WHEREAS,
      Sublicensee desires to use the Licensed Marks pursuant to the terms of this
      Agreement on or in connection with the development, decor, name, promotion
      and
      operation of a combined restaurant and bar concept to be designed, constructed
      and managed in accordance with the Cheeseburger Paradise concept and operating
      System and all elements thereof,
      including without limitation, recipes, operating technologies, and Licensed
      Marks. Sublicensee desires to design, manufacture, advertise, promote, and
      sell:
      (1) Merchandise approved by Sublicensor that incorporates any element
      included in the Licensed Marks, (2) malt and non-malt Alcoholic Beverages
      incorporating any element included in the Licensed Marks, and (3) prepared
      packaged Foods and Menu Items, at the Restaurants, on the promotional Internet
      Web Site designated by the URL “cheeseburgerinparadise.com” and in any
      additional channels of trade that are approved in advance by Sublicensor
      hereunder, and

     

    WHEREAS,
      Sublicensor
      previously granted, pursuant
      to that
      certain Sublicense Agreement dated October 12, 2000 (“Original Agreement”),
Sublicensee
      the right to use the Licensed Marks based on the following
      terms and conditions
      contained therein;

     

    WHEREAS,
      Sublicensor
      and Sublicensee desire to amend and restate the Original Agreement in its
      entirety, such amendment and restatement to be effective January 1,
      2005

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises, covenants and conditions contained herein,
      it is hereby agreed as follows:

     

    
      	
              1.

            	
              Definitions.

            


    

     

    “Affiliate”
      of a Person shall mean any Person, directly or indirectly, through one or more
      intermediaries, controlling, controlled by, or under common control with such
      Person, as applicable. The term “control,” as used in the immediately preceding
      sentence, shall mean with respect to a corporation or limited liability company
      the right to exercise, directly or indirectly, more than fifty percent (50%)
      of
      the voting rights attributable to the controlled corporation or limited
      liability company, and, with respect to any individual, partnership, trust,
      other entity or association, the possession, directly or indirectly, of the
      power to direct or cause the direction of the management or policies of the
      controlled entity.

     

    
      
        
        

      

      
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    “Agreement,”“Sublicense
      Agreement,” or “Sublicense” shall refer to this Amended
      and
      Restated Sublicense Agreement
      and all
      terms and conditions contained herein.

     

    “Alcoholic
      Beverages” shall include malt and non-malt alcoholic beverages.

     

    “Artwork”
      shall mean all depictions of the Licensed Marks incorporated in designs, logos,
      or any other creative rendering in any and all media now known or hereinafter
      developed.

     

    “Control”
      or “Controlled” by Jimmy Buffett shall mean that Jimmy Buffett either:
      (1) owns more than fifty percent (50%) of the voting interests in an
      entity; or (2) Jimmy Buffett has the ability, pursuant to a written
      agreement, to otherwise direct or determine the conduct of the management of
      an
      entity.

     

    “Food”
      shall mean prepared, packaged foods designed for consumption elsewhere than
      on
      the Restaurant premises (i.e., bottled sauces and condiments), but not including
      carry-out items.

     

    “Holdings”
      shall refer to Margaritaville Holdings, Inc.

     

    “Licensed
      Marks” shall mean any and all trade names, service marks and trademarks which
      are both: (1) used in connection with the System; and (2) either
      listed in Exhibit B attached hereto, or specifically approved by
      Sublicensor.

     

    “Menu
      Items” shall mean food items intended for consumption on the Restaurant premises
      or for carry-out.

     

    “Merchandise”
      shall mean clothing, cups, hats, stickers, key chains and any other items that
      are substantially similar to those being offered for sale in Sublicensor’s
      existing or future Margaritaville Restaurants, and any additional items approved
      by Sublicensor.

     

    “Net
      Sales” shall mean all revenue (net of credit card processing fees) from the sale
      of all services and products and all other income of any kind and nature related
      to each Restaurant, whether for cash or credit and regardless of collection
      in
      the case of credit; provided, however, that “Net Sales” shall not include (i)
      any sales taxes or other taxes collected from customers for transmittal to
      the
      appropriate taxing authority; or (ii) any sales recorded for control purposes
      but for which no payment is received.

     

    “Newly
      Developed Mark(s)” shall mean any names, trademarks or service marks developed
      by Sublicensee which do not incorporate any elements of the Licensed Marks
      or
      any other intellectual property owned by Jimmy Buffett and/or
      Sublicensor.

     

    
      
        
        

      

      
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    “Operating
      Agreement” shall mean the agreement executed between Cheeseburger in Paradise,
      LLC and Cheeseburger Holding Company, LLC to which this Agreement is attached
      as
      Exhibit B.

     

    “Outback”
      shall mean OS Tropical, Inc.

     

    “Outback
      Property” shall mean preexisting or hereinafter developed trademarks, logos,
      designs, or copyrighted artwork owned by Outback or any Affiliate of
      Outback.

     

    “Outback
      Steakhouse Restaurants” shall mean the existing restaurant concept developed by
      Outback and marketed through the “Outback Steakhouse” name and
      mark.

     

    “Products”
      or “Product” shall mean Merchandise, Food, Alcoholic Beverages, Menu Items, and
      promotional items therefor, including but not limited to banners, brochures,
      coupons, circulars, table tents, advertisements and signage.

     

    “Restaurant”
      or “Restaurants” shall mean the combined restaurant and bar concept to be
      designed, constructed and managed in accordance with the Cheeseburger in
      Paradise concept and operating System.

     

    “Sublicensed
      Use” or “Sublicensed Uses” shall mean uses of the Licensed Marks which have been
      approved by Sublicensor pursuant to the terms of this Agreement.

     

    “System”
      shall mean: (1) the Cheeseburger in Paradise concept and operating System;
      (2) all elements thereof including, without limitation, recipes; operating
      technologies and Newly Developed Marks; and (3) Licensed
      Marks.

     

    “Territory”
      shall mean worldwide with the express exclusion of Hawaii, Mexico and
      Japan.

     

    “Web
      Site” shall mean the promotional Internet web site designated by the URL
“cheeseburgerinparadise.com.”

     

    
      	
              2.

            	
              Sublicense
                Grant.

            


    

     

    a. Sublicensor
      hereby grants to Sublicensee, and Sublicensee hereby accepts, upon the terms
      and
      conditions stated in, and for the Term and Territory defined in this Agreement,
      an exclusive sublicense to use the CHEESEBURGER IN PARADISE mark for
      (i) the name of the Restaurants and signage and/or a logo for the name
      of
      the Restaurants; (ii) for the purpose of developing, decorating,
      advertising, promoting and operating the Restaurants, and (iii) for
      the
      purpose of designing, manufacturing, advertising, promoting and selling Products
      at the Restaurants, on the Web Site and in any additional channels of trade
      that
      are approved in advance by Sublicensor hereunder.

     

    
      
        
        

      

      
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    b. Jimmy
      Buffett hereby grants Sublicensee a non-exclusive right for
      the
      Term and Territory defined in this Agreement to
      use
      Jimmy Buffett’s name, image, likeness, song
      titles, literary titles and the song “Cheeseburger In Paradise”, upon
      the
      prior written approval of Jimmy Buffett (and/or his designee), which shall
      not
      be unreasonably withheld. Jimmy Buffett and Sublicensee acknowledge that the
      Restaurant will have the non-exclusive right to use images related to Jimmy
      Buffett, (e.g., parrots, fins, a seaplane) with the prior written approval
      of
      Jimmy Buffett (and/or his designee), which approval shall not be unreasonably
      withheld.

     

    c. The
      exclusive sublicense grant enumerated in this section shall be subject to the
      following exceptions: (i) Sublicensor and/or Jimmy Buffett (and/or any
      entities Controlled by Sublicensor and/or Jimmy Buffett) shall have the right
      to
      use the CHEESEBURGER IN PARADISE mark at existing and future Margaritaville
      Restaurants as defined in Section 2.e.(i) of this Agreement, and existing
      and future Margaritaville retail stores, in a manner materially consistent
      with
      the use,
      as
      of October 12, 2000
      of the
      CHEESEBURGER IN PARADISE mark at existing Margaritaville Restaurants and retail
      stores; (ii) Sublicensor and/or Jimmy Buffett (and/or any entities
      Controlled by Sublicensor and/or Jimmy Buffett) shall have the exclusive right
      to use the CHEESEBURGER IN PARADISE mark in conjunction with music, musical
      performances and entertainment events, including but not limited to
      phonorecords, sound recordings, movies, live concerts, music videos, and concert
      videos, in any configuration or media now known or hereinafter developed
      (including in any electronic media), which use shall not require the consent
      of
      Sublicensee; (iii) Sublicensor and/or Jimmy Buffett (or any entities
      Controlled by Sublicensor and/or Jimmy Buffett) shall have the exclusive right
      to use the CHEESEBURGER IN PARADISE mark in conjunction with any literary or
      artistic compositions in any configuration or media now known or hereinafter
      developed, including in any electronic media, which use shall not require the
      consent of Sublicensee; and (iv) Sublicensor and/or Jimmy Buffett (and/or
      any entities Controlled by Sublicensor and/or Jimmy Buffet) shall have the
      right
      to use the CHEESEBURGER IN PARADISE mark on merchandise featured or sold to
      or
      through the Coconut Telegraph and/or merchandise featured or sold at or in
      conjunction with musical performances, concert events, and tour events, in
       a
      manner
      materially consistent with the use,
      as
      of October 12, 2000,
      of the
      CHEESEBURGER IN PARADISE mark on merchandise. Sublicensor shall not use or
      license others to use the CHEESEBURGER IN PARADISE mark in any manner materially
      inconsistent with Sublicensor and/or Jimmy Buffett’s (and/or any entities
      Controlled by Sublicensor and/or Jimmy Buffett) use of the mark as of
October
      12, 2000 as
      described in (i) and (iv) above, without the prior consent of Sublicensee,
      which
      consent shall not be unreasonably withheld.

     

    d. Other
      than with respect to the exceptions in (i)
      through (iv) of Paragraph 2.c., above, and the existing agreements set
      forth in Exhibit A-1, which are incorporated herein by reference,
      Sublicensor and/or Jimmy Buffett (and/or any entities Controlled by Sublicensor
      and/or Jimmy Buffett) will not for itself/himself use or grant any sublicenses
      for third parties to use the CHEESEBURGER IN PARADISE mark in connection with
      any goods or services without the prior express written approval of Sublicensee,
      which Sublicensee may withhold at its sole discretion.

     

    e. (i) The
      parties acknowledge and agree that Sublicensor and/or its subsidiaries,
      principals and Affiliates currently hold an interest in the Margaritaville
      restaurant concept (“Margaritaville Restaurant(s)”) with locations in Cancun and
      Cozumel, Mexico, New

     

    
      
        
        

      

      
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      Orleans,
        Key West and Orlando (Universal Studios), Florida, Las Vegas, Nevada, Myrtle
        Beach, South Carolina, and New Orleans, Louisiana. Sublicensee agrees that
        the
        Margaritaville Restaurants, as currently operated in Orlando (Universal Studios)
        with the following criteria, (A) a large scale “entertainment” concept with
        entertainment elements constructed as part of the interior of the building,
        (B) featuring live entertainment, (C) having the size of not
        less than
        7,500 square feet, and (D) having an interior improvement cost (excluding
        cost of land and building) of not less than $300 per square foot (for purposes
        of applying this criteria, the cost of $300 per square foot shall be increased
        each year starting with 2001 by the annual increase in the Consumer Price
        Index
        or, if available, another U.S. government index more closely reflecting
        increases in construction cost), are not competitive with Sublicensee’s
        Restaurants. Jimmy Buffett and/or Sublicensor (and/or any entities Controlled
        by
        Jimmy Buffett and/or Sublicensor) shall have the right to continue to operate
        all of the Margaritaville Restaurants set forth above in this Subparagraph
        and
        open additional Margaritaville Restaurants which meet all the criteria specified
        in (A) through (D), above, but shall not have the right to operate or sublicense
        others to operate any Margaritaville Restaurants (other than the New Orleans
        and
        Key West locations) that do not meet all of the criteria of (A) through (D).
        Notwithstanding the foregoing, Jimmy Buffett and/or Sublicensor (and/or any
        entities Controlled by Jimmy Buffett and/or Sublicensor) shall have the right
        to
        operate, or sublicense others to operate for the Term and Territory defined
        in
        this Agreement, Margaritaville Restaurants which meet the criteria of (A),
        (B)
        and (C), but not (D), in the Caribbean, which shall mean the countries of
        Jamaica; Cayman Islands; St. Lucia; Dominican Republic; Dominica; Barbados;
        Antigua; Grenada; St. Maarten; Turks and Caicos Islands; British Virgin Islands;
        U.S. Virgin Islands and Cuba. Additionally, Jimmy Buffett and/or Sublicensor
        (and/or any entities Controlled by Jimmy Buffett and/or Sublicensor) shall
        have
        the right to operate, or sublicense others to operate, a Margaritaville
        Restaurant at the Jamaica airport in Montego Bay, Jamaica which does not
        meet
        any of the criteria of (A), (B), (C) or (D), above. The existing agreements
        in
        Exhibit A-1 relating to Margaritaville Restaurants (other than Key West,
        and New
        Orleans, as to criteria D the Caribbean and as to criteria (A), (B), (C)
        and (D)
        the Jamaica airport location) by Sublicensor and/or Jimmy Buffett (and/or
        any
        entities Controlled by Sublicensor and/or Jimmy Buffett) are subject to the
        criteria of (A) through (D) of this Subparagraph 2.e.(i).

    

     

    (ii) Sublicensee
      acknowledges that Jimmy Buffett or any company of which Jimmy Buffett is a
      majority shareholder or Controlling party shall have the right to play or to
      authorize third parties to play the song “Cheeseburger in Paradise” or any of
      the songs performed, written, or recorded by Jimmy Buffett anywhere in the
      world.

     

    f.    (i) Sublicensor
      can withdraw approval of Sublicensee’s use of the mark CHEESEBURGER IN PARADISE
      as the name of the Restaurants, Menu Items, Food, or Alcoholic Beverages if:
      [A] the Term of this Agreement expires or is earlier terminated; or
      [B] Sublicensor is required by law to do so, in which case Sublicensor
      acknowledges that such withdrawal may constitute a breach of this
      Agreement.

     

    (ii) In
      the
      event that Sublicensor’s approval is withdrawn regarding Products pursuant to
      Subparagraph 2.f(i), Sublicensee shall be entitled to effect a 60-day sell-off
      of any of its stock of fully-manufactured Products.

     

    
      
        
        

      

      
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    (iii) Subject
      to the Cheeseburger in Paradise, Inc. Hawaii Settlement Agreement listed in
      Exhibit A-1
      and the
      Third-Party Consents and Payments provisions contained in this Agreement,
      including Paragraph 10.i.
      herein, Sublicensor shall not restrict Sublicensee from: (A) advertising and
      promoting the Restaurants or Products; or (B) advertising and promoting the
      Restaurants as part of advertisements or promotions in electronic, print,
      broadcast or other media subject to Sublicensor’s rights of review and
      approval.

     

    g. Jimmy
      Buffett is currently the owner of the domain name address
“cheeseburgerinparadise.com” (the “Web Site”). The Web Site may be used by
      Sublicensee in connection with promotional materials and the sale of Products
      by
      the Restaurant(s). Upon submission of a written request by Sublicensee to
      Sublicensor when Sublicensee has at least five Restaurants operating
      concurrently, Jimmy Buffett will transfer ownership of the Web Site to
      Sublicensee.

     

    h.    (i) Sublicensor,
      Holdings and Jimmy Buffett agree to maintain the license containing the grant
      of
      rights from Jimmy Buffett to Holdings and the sublicense from Holdings to
      Sublicensor, in full force and effect during the Term of this Agreement.
      Further, as long as Sublicensee is not in default of this Agreement, any default
      in the master license agreement from Jimmy Buffett to Holdings or the sublicense
      from Holdings to Sublicensor shall not constitute a default under this Agreement
      and Jimmy Buffett and Sublicensor shall recognize the full force and effect
      of
      this Agreement.

     

    (ii) Holdings
      will not violate or license others to violate Paragraphs 2.a, the last sentence
      of 2.c., 2.d. or 2.e.(i) of this Agreement. Jimmy Buffett shall prohibit
      Holdings or any entity Controlled by Jimmy Buffett (as defined in
      Paragraph 1) from violating Paragraphs 2.a., the last sentence
      of
      Paragraphs 2.c., 2.d, or 2.e.(i) of this Agreement. Jimmy Buffett shall be
      personally liable for any breach or default resulting from any act which would
      be a breach or default of Paragraphs 2.a., the last sentence of Paragraphs
      2.c., 2.d. or 2.e.(i) of this Agreement, or the representation and warranty
      contained in Paragraph 4.(a)(iv) of this Agreement, by any entity
      Controlled by Jimmy Buffett, provided that the breach or default results in
      damage to Sublicensee or its successors or assigns. In the event of a breach
      or
      default by a person or entity other than an entity Controlled by Jimmy Buffett,
      Jimmy Buffett shall have personal liability for such breach or default only
      if
      (x) the net worth of Holdings and Sublicensor, at the time of discovery
      of
      the breach or default and continuing until the remedy thereof is substantially
      less than their net worth as of the date of this Agreement; or (y) Jimmy
      Buffett has signed any document that directly authorizes the third party to
      engage in any conduct that would violate Section 2 of this Agreement;
      or
      (z) Jimmy Buffett has given to the third party any personal assistance
      directly connected to the specific activity that constitutes the breach or
      default. In the event Jimmy Buffett is personally liable for a breach or default
      by a person or entity other than an entity Controlled by Jimmy Buffett solely
      under clause (x) of the immediately preceding sentence, Jimmy Buffett’s personal
      liability shall be limited to commercially reasonable efforts to remedy the
      breach or default. In no event shall Jimmy Buffett be personally liable for
      a
      breach of this Agreement until he receives notice of the breach and has the
      opportunity to cure the breach pursuant to Paragraph 17
      of this
      Agreement.

     

    
      
        
        

      

      
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              3.

            	
              Cessation
                of Development.

            


    

     

    a.
      For
      purposes of this Agreement,
      Sublicensee shall
      be
      deemed to have ceased development if Sublicensee has not, in any period of
      twenty-four (24) consecutive months, opened three (3) new
      Restaurants.

     

    b.
      If
      Sublicensee ceases development:

     

    (i). Sublicensor
      shall have the exclusive right and option to purchase the entire (and not less
      than the entire) Membership Interest of Outback in Sublicensee for its Fair
      Market Value.

     

    (ii). Determination
      of Fair Market Value.
      For the
      purposes of this Section 3,
      the
“Fair Market Value” of the Membership Interest at issue shall be determined in
      the following manner:

     

    (i) Outback
      and Sublicensor shall in good faith attempt to agree upon the Fair Market Value
      of Outback’s Membership Interest within ten (10) days following Outback’s
      receipt of Sublicensor’s notice of exercise of its purchase option. If there is
      no agreement on the Fair Market Value, Outback and Sublicensor shall in good
      faith attempt to agree upon a mutually acceptable appraiser within fifteen
      (15)
      days following the date of the notice of exercise. In the event they fail to
      so
      agree, two (2) appraisers shall be appointed within thirty (30) days following
      the date of the notice of exercise, one by Outback, and one by Sublicensor.
      If
      Outback, on the one hand, or Sublicensor, on the other hand, fail to appoint
      an
      appraiser within the thirty (30) day period specified herein, the sole appraiser
      appointed within such thirty (30) day period shall be the sole appraiser for
      the
      purposes of determining Fair Market Value of Outback’s Membership Interest to be
      purchased pursuant to this Section 3.
      Outback
      and Sublicensor shall promptly provide notice of the name of the appraiser
      so
      appointed by such party to the other. The initial two appraisers shall in good
      faith attempt to agree on the appointment of a third appraiser within fifteen
      (15) days of the expiration of the thirty (30) day period. If the first two
      appraisers fail to agree upon a third appraiser within such fifteen (15) day
      period, either Outback or Sublicensor may demand the appointment of an appraiser
      be made by the then director of the Regional Office of the American Arbitration
      Association located nearest to Orlando, Florida, in which event the appraiser
      appointed thereby shall be the third appraiser. Each of the appraisers shall
      submit to Outback and Sublicensor, within thirty (30) days after the final
      appraiser has been appointed (“Appraisal Period”), a written appraisal (the
“Appraisal”) of the Fair Market Value of Outback’s Membership
      Interest.

     

    (ii) In
      connection with any appraisal conducted pursuant to this Agreement, the parties
      hereto agree that any appraiser appointed hereunder shall be given full access
      during normal business hours to all information required and relevant to a
      valuation of Outback’s Membership Interest.

     

    (iii) If
      three
      appraisers are appointed, the Fair Market Value of Outback’s Membership Interest
      in question shall be equal to the numerical average of three appraised
      determinations; provided, however, that if the difference between any two
      appraisals is not more than ten percent (10%) of the lower of the two, and
      the
      third appraisal differs by more

     

    
      
        
        

      

      
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      than
        twenty-five percent (25%) of the lower of the other two appraisals, the
        numerical average of such two appraisals shall be
        determinative.

    

     

    (iv) Any
      appraiser, to be qualified to conduct an appraisal hereunder, shall be an
      independent appraiser (i.e., not affiliated with Outback, its officers,
      directors or controlling persons, Sublicensor or the MHI Principals), an M.A.I.
      appraiser or its equivalent, and shall be reasonably competent as an expert
      to
      appraise the value of the Membership Interest. If any appraiser initially
      appointed under this Agreement shall, for any reason, be unable to serve, a
      successor appraiser shall be promptly appointed in accordance with the
      procedures pursuant to which the predecessor appraiser was
      appointed.

     

    Notwithstanding
      the foregoing, if the determination of the Fair Market Value of Outback’s
      Membership Interest by appraisal is not completed and all appraisal reports
      delivered as provided herein within the Appraisal Period, then all closing,
      payment, and similar dates subsequent thereto shall be automatically extended
      one (1) day for each day delivery of the appraisal reports is delayed beyond
      the
      end of the Appraisal Period.

     

    (v) The
      cost
      of the appraiser appointed by each party shall be borne by each such party.
      The
      cost of the third appraiser, if any, or the sole appraiser, in the event Outback
      and Sublicensor mutually agree upon a single appraiser, shall be borne equally
      by Outback and Sublicensor.

     

    c. Exercise
      of Rights.

     

    (i) Sublicensor
      shall exercise the purchase option contained herein by giving written notice
      thereof (“Notice of Election”) to Outback within sixty (60) days of the date of
      cessation of development (being the first day of the calendar month following
      the expiration of the applicable period). If not timely and properly exercised
      as provided in this Section, Sublicensor’s purchase option shall lapse and shall
      thereafter be null and void.

     

    (ii) The
      closing for any purchase hereunder shall be consummated and closed in the
      Company’s principal office on a date and at a time designated by Sublicensor in
      a notice to Outback, provided such consummation and closing date shall occur
      within ninety (90) days from the end of the Appraisal Period. At such closing,
      Outback shall execute and deliver all documents and instruments as are necessary
      and appropriate, in the opinion of counsel for the Company, to effectuate the
      transfer of Outback’s Membership Interest and Sublicensor shall deliver the
      purchase price.

     

    d.
       If
      Sublicensee ceases development and Sublicensor does not timely exercise its
      purchase
      option,
      then Sublicensee shall have twelve (12) months from date of cessation of
      development to sell the existing Restaurants to a buyer that intends to resume
      development of the Restaurants pursuant to the terms of this Agreement
      (“Buyer”). Sublicensor shall have the final right of approval over any Buyer
      presented by Sublicensee pursuant to this Paragraph 3e.,
      which
      approval Sublicensor may withhold at Sublicensor’s sole discretion.

     

    e. If
      Buyer
      is approved by Sublicensor, Buyer shall have the following amount of time from
      date of Buyer’s closing on the purchase in which to resume development of the
      Restaurants. Buyer shall be deemed to have resumed development pursuant to
      this
      Agreement

     

    
      
        
        

      

      
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      when:
        (i) Buyer opens at least one (1) new Restaurant within eighteen (18)
        months
        of closing and (ii) Buyer can show at least one (1) signed agreement
        for
        the opening of a second Restaurant in a twelve (12) month
        period.

    

     

    f. If
      the
      Restaurants are not sold by Sublicensee within twelve (12) months of
      Sublicensee’s cessation of development for any reason, or if a subsequent Buyer
      does not resume development as provided in Subparagraph 3.f.,
      this
      Agreement shall become non-exclusive. In any such event, Sublicensor shall
      have
      the right to use the Licensed Marks on any restaurant which is more than a
      75
      mile
      geographic radius mile from an existing Restaurant.

     

    g. Notwithstanding
      the above, if Sublicensee has at least 250 Restaurants open, Sublicensor shall
      have no rights to develop any additional Restaurants under any circumstances,
      unless: (a) the number of Restaurants subsequently falls below 200; or (b)
      the
      amount of royalty income paid to Sublicensor falls below $ 25 million per year.
      Sublicensee may, at its sole discretion, choose to supplement the royalty amount
      so that it does not fall below $ 25 million per year.

     

    h. No
      Denigration.
      Sublicensee shall not denigrate or cause the denigration of the Licensed Marks,
      and shall not take any other action not approved by Sublicensor as provided
      herein that is harmful or potentially harmful to or which disparages, ridicules
      or demeans the goodwill and reputation of Sublicensor, Jimmy Buffett or the
      Licensed Marks. Sublicensor shall not denigrate or cause the denigration of
      any
      Newly Developed Marks or Outback Property, and shall not take any other action
      that is harmful or potentially harmful to or which disparages, ridicules of
      demeans the goodwill and reputation of Sublicensee, Outback, Outback Property,
      or the Newly Developed Marks.

     

    i. Third-Party
      Sublicenses.
      Sublicensee shall obtain a license for the use by Sublicensee of any
      intellectual property owned or controlled by a third party which is neither
      Sublicensed pursuant to this Agreement nor created by Sublicensee.

     

    
      	
              4.

            	
              Representations
                and Warranties.

            


    

     

    a. As
      to
      specifically the name, trademark and service mark CHEESEBURGER IN PARADISE
      identified in Exhibit B attached hereto and incorporated herein by reference,
      Sublicensor represents and warrants to Sublicensee that subject to the existing
      agreements set forth in Exhibit A-1, and third-party infringements set
      forth in Exhibit A-2, which are incorporated herein by reference (together,
      the “Disclosures set forth in Exhibit A”):

     

    
      	 	
              (i)

            	
              Sublicensor
                (and/or any entities Controlled by Sublicensor and/or Jimmy Buffett)
                is
                the exclusive sublicensee of the CHEESEBURGER IN PARADISE mark in
                the
                United States pursuant to an exclusive master license grant from
                Jimmy
                Buffett to Holdings and an exclusive sublicense from Holdings to
                Sublicensor;

            


    

     

    
      	 	
              (ii)

            	
              Sublicensor
                and/or Jimmy Buffett (and/or any entities Controlled by Sublicensor
                and/or
                Jimmy Buffett) has the right to grant the sublicense to use the
                CHEESEBURGER IN PARADISE mark in the United States, when approved
                as
                provided herein, pursuant to an exclusive master
                license

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
       

      
        	 	
                 

              	
                grant
                  from Jimmy Buffett to Holdings and an exclusive sublicense from
                  Holdings
                  to Sublicensor;

              


      

       

    

    
      	 	
              (iii)

            	
              No
                rights of third parties will be infringed or otherwise violated by
                Sublicensee's use of the CHEESEBURGER IN PARADISE mark in the United
                States as permitted in this Agreement;
                and

            


    

     

    
      	 	
              (iv)

            	
              Sublicensor
                and/or Jimmy Buffett (and/or any entities Controlled by Sublicensor
                and/or
                Jimmy Buffett) has not granted to any third party(ies) any rights
                that
                would preclude or conflict with the grant of rights to use the
                CHEESEBURGER IN PARADISE mark in the United States that is granted
                to
                Sublicensee by this Agreement and pursuant to an exclusive master
                license
                grant from Jimmy Buffett to Holdings and an exclusive sublicense
                from
                Holdings to Sublicensor; and

            


    

     

    
      	 	
              (v)

            	
              Sublicensor
                and/or Jimmy Buffett (and/or any entities Controlled by Sublicensor
                and/or
                Jimmy Buffett) shall engage in commercially reasonable efforts to
                protect
                and defend the Licensed Marks.

            


    

     

    b. With
      respect to any intellectual property not specifically designated above,
      including use of the CHEESEBURGER IN PARADISE mark outside of the United States
      and in any U.S. territories, Sublicensor grants to Sublicensee all rights that
      Sublicensor has within the Territory, without making any representations or
      warranties therefor.

     

    
      	
              5.

            	
              Assignability
                and Sublicensing.

            


    

     

    Except
      as
      otherwise expressly permitted in this Agreement, Sublicensee shall not have
      the
      right to assign, transfer or sublicense any of its rights hereunder without
      the
      consent of Holdings, which Holdings may withhold at its sole
      discretion.
      Notwithstanding
      the prior sentence, Sublicensee has the right to merge with another company
      and
      to sell any or all of its outstanding stock or member interest to another
      company. Holdings shall have the right to utilize royalties paid by Sublicensee,
      or any successor in interest or any transferee of any rights, without any
      restrictions.

     

    
      	
              6.

            	
              Term.

            


    

     

    The
      term
      of this Agreement (“Term”) shall commence on the date hereof and shall continue
      perpetually unless and until the termination provisions set forth in
      Section 17
      of this
      Agreement are exercised.

     

    
      	
              7.

            	
              Royalties
                and Fees.

            


    

     

    a. The
      parties acknowledge that Sublicensee has paid fees to Sublicensor pursuant
      to
      the Original Agreement. In addition, Sublicensee has previously paid Holdings
      for consulting services. Sublicensee
      shall pay to Sublicensor as consideration for the sublicense in this Sublicense
      Agreement of the Licensed Marks, a sublicense for all sales which are not the
      subject of paragraph 7.b. as follows:  

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              on
                the day of Sublicensee’s official opening of the twentieth (20th)
                Restaurant to the public, Sublicensee shall pay to Sublicensor an
                additional twenty thousand dollars ($20,000) and shall pay to Holdings
                an
                additional nine hundred eighty thousand dollars ($980,000) for consulting
                services; and 

            


    

     

    
      	 	
              (ii)

            	
              commencing
                January 1, 2005, four and one half percent (4.5%) of each
                Restaurant’s Net Sales (as defined in
                Section
                1
                of
                this
                Agreement)
                which shall be paid to Sublicensor within ten (10) business days
                after the
                end of each calendar month

            


    

     

    b. Sublicensee
      shall pay Holdings fifty (50) percent of all net profits derived from licensing
      fees or royalties or any other form of revenue received by Sublicensee for
      use
      of the Licensed Marks on any product sold through a channel of trade other
      than
      the Restaurants. The sublicense granted pursuant to this Paragraph 7.b. shall
      only be available to the Sublicensee after it receives express, written consent
      from the Sublicensor regarding the proposed sales of products through a channel
      of trade other than the Restaurants. The calculation of net profits shall be
      based on generally accepted accounting principles unless the Sublicensor and
      Sublicensee agree to the contrary.

     

    c. The
      royalty payable to Jimmy Buffett by Sublicensor shall be provided for in a
      separate document.

     

    
      	
              8.

            	
              Statements
                and Payments.

            


    

     

    a. Within
      ten (10) days after the end of each month during the Term of this Agreement,
      Sublicensee shall provide to Sublicensor a complete and accurate accounting
      statement for that month of its Net Sales relating to Products sold under this
      Agreement, said statement to be certified as accurate by Sublicensee. Each
      such
      accounting statement, which shall be in conformance with the reasonable
      requirements of Sublicensor, must be submitted whether or not any royalties
      have
      been earned during the accounting period. Accounting statements and accompanying
      royalties, if any, shall be delivered to Sublicensor, do Gelfand,
      Rennert & Feldman, 1880 Century Park East, Suite 900, Los Angeles,
      California 90067, Attn: Irwin L. Rennert, via nationally recognized
      overnight courier service that obtains acknowledgment of receipt by the
      addressee.

     

    b. Acceptance
      by Sublicensor of any statement furnished or royalties paid shall not preclude
      Sublicensor from questioning its correctness and, in the event that any
      inconsistencies or mistakes are discovered, they shall be rectified by
      Sublicensee within seven (7) calendar days of receipt by Sublicensee of
      Sublicensor’s written notice of the inconsistency or mistake.

     

    c. Time
      is
      of the essence with respect to all payments to be made and interest at a rate
      of
      prime rate plus five (5) percent per annum, to be calculated monthly on the
      unpaid balance, or the maximum legal rate of interest, whichever is lower,
      shall
      accrue on any amount due Sublicensor calculated from the date on which payment
      was due.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              Audit.

            


    

     

    a. Sublicensee
      shall keep complete and accurate books of account at its principal place of
      business covering all transactions relating to this Agreement.

     

    b. All
      books
      of account and records of Sublicensee relating to this Agreement shall be
      retained for at least four years after the end of each fiscal year to which
      they
      pertain.

     

    c. Sublicensor
      or its duly authorized representative shall have the right, at reasonable hours
      of the day and upon reasonable, advance notice, to examine, audit and copy
      such
      books of account, records, and all other documents and material in Sublicensee’s
      possession or control with respect to this Agreement and to make summaries
      thereof. In the event that such an audit reveals an underpayment by Sublicensee,
      Sublicensee shall, within seven (7) calendar days after Sublicensor’s notice of
      such underpayment, remit payment to Sublicensor in the amount of the
      underpayment plus interest calculated at the rate of prime rate plus five (5)
      percent per annum, or be calculated monthly on the unpaid balance, or the
      maximum legal rate of interest, whichever is lower, calculated from the date
      such payment(s) were actually due. Regarding each accounting statement,
      Sublicensor must give written notice of an intent to exercise the rights granted
      in this Paragraph 9.c. no later than the third anniversary of Sublicensor’s
      actual receipt of each accounting statement that is the subject of the
      examination.

     

    d. If
      Sublicensee’s payments are not accurate by five percent (5%) or more,
      Sublicensee shall pay the costs of the audit. Additionally, Sublicensee shall
      immediately pay to Sublicensor the difference between the amount paid and the
      amount owed, plus interest at the prime rate.

     

    
      	
              10.

            	
              Quality,
                Notices, Approvals and Samples.

            


    

     

    a. Sublicensor’s
      Right of Approval.

     

    Sublicensee
      acknowledges that the loyalty of Jimmy Buffett’s fans is an asset of tremendous
      value to Sublicensor and Jimmy Buffett, and that meeting fan expectations for
      a
      quality, fun experience at the Restaurants is of paramount importance. To that
      end, Sublicensor, for its own protection and as the quality control
      representative of Jimmy Buffett, shall, provided that such right is not
      exercised in a manner intended to frustrate the purpose of the grant of the
      sublicense, have the right to approve or disapprove (1) the taste, texture
      and
      quality of Food items;
      (2) each
      particular use of the Licensed Marks;
      and (3)
      each particular use of the “Cheeseburger in Paradise” song,
      including, but not limited to:

     

    (i) use
      of
      the Licensed Marks in connection with the design, manufacture, packaging,
      promotion and sale of Products;

     

    (ii) use
      of
      the Licensed Marks in connection with the Products;

     

    (iii) the
      methods of advertising, promoting or marketing the Products or Restaurants,
      including without limitation, (a) the incorporation of any element of
      the
      Licensed Marks into any design of the Restaurants, audio or video programming
      at
      the Restaurants, or other entertainment programming at the Restaurants and
      (b) promotions,

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    sponsorships,
      advertising or tradeouts in and/or for the Restaurants or that focus primarily
      on the Restaurants;

     

    (iv) any
      other
      materials or articles of any kind or nature that use the Licensed
      Marks;
      and

     

    (v) the
      use
      of the “Cheeseburger in Paradise” song in any audio or video promotions or
      advertising in and/or for the Restaurants and,
      if
      approved in writing in advance of such use, any other use of that song approved
      by Margaritaville Holdings.

     

    b. Submission
      of Proposed Uses for Approval.
      Sublicensee shall submit to Sublicensor, for approval, prototypes or samples
      of
      each Product, prior to the manufacture or dissemination of such Product. The
      Product shall be submitted with its proposed labeling and packaging, if
      possible, but no Product shall be deemed approved unless and until its labeling
      and packaging are also approved, if they are submitted separately. If
      Sublicensee elects to first submit a design, which Sublicensor approves,
      Sublicensee must still, except with respect to matched print advertising,
      thereafter submit a prototype or sample for Sublicensor's
      approval. With respect to matched print advertising, Sublicensee must provide
      Sublicensor with a copy of the advertisement as it appeared in any and all
      media
      promptly upon the first appearance of the advertisement in any medium. As an
      example, if the identical advertisement is run for three succeeding days in
      the
      same newspaper, Sublicensee need provide only the first day’s advertisement, but
      Sublicensee shall indicate the additional days on which the advertisement will
      appear in that newspaper. Prototypes submitted by Sublicensee shall, upon
      Sublicensee’s written request, be returned by Sublicensor. It shall not,
      however, be a breach of this Agreement if Sublicensor fails to return a
      prototype.
      Sublicensee shall submit to Sublicensor, for approval, a CD for each audio
      use
      and a DVD for each video use of the “Cheeseburger in Paradise” song, depicting
      the particular use of the song. 

     

    c. Sublicensor’s
      Approval of Proposed Uses.

     

    Sublicensor
      shall use its commercially reasonable efforts to send a written notice of
      approval or disapproval of each submission as outlined in Paragraph l0.b.
      within fifteen (15) calendar days following Sublicensor’s receipt of the
      submitted item. Written approval or disapproval shall be sent via facsimile
      or
      nationally recognized overnight courier service that obtains acknowledgment
      of
      receipt by the addressee. Notwithstanding anything to the contrary in this
      Agreement, failure of Sublicensee to receive written approval of any such
      submitted item within fifteen (15) calendar days following Sublicensor’s receipt
      of Sublicensee’s submission, which receipt can be verified by independent
      documentation produced by Sublicensee, shall constitute approval of the proposed
      use. However, if Sublicensor provides Sublicensee with written confirmation
      that
      Sublicensee may use such submitted item, even after the expiration of a 15-day
      period, Sublicensee is authorized, subject to the terms and conditions of this
      sublicense, to use the submitted item. Sublicensor’s approval, given during a
      Management Committee meeting (as designated in the Operating Agreement) shall
      constitute approval in accordance with the requirements of this Paragraph 10.c.
      Sublicensee shall not have the right to use the Licensed Marks or any element
      thereof unless the particular use by Sublicensee has been approved by
      Sublicensor as provided in this Paragraph l0.c.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    d. Conformity
      of Sublicensed Uses to Approved Samples.

     

    All
      Sublicensed Uses shall conform in all respects, including style, appearance,
      materials, contents, workmanship and overall quality, to the prototypes or
      samples that Sublicensor has approved in writing.

     

    (i) If
      any
      Sublicensed Use later fails to conform to the approved prototype or sample,
      then, within seven (7) calendar days after Sublicensee’s receipt of written
      notice to that effect from Sublicensor, Sublicensor shall have the right to
      withdraw its approval of the Sublicensed Use(s) by delivery of a further written
      notice if the failure identified in the initial notice has not been cured.
      Sublicensee shall then, upon receipt of such further notice, immediately cease
      use of the particular Sublicensed Use(s) identified in the notice.

     

    (ii) Upon
      Sublicensor’s request, Sublicensee will furnish to Sublicensor, without charge,
      a reasonable number of samples of each Product, with its usual packaging and
      labeling, if applicable, to permit Sublicensor to confirm that Sublicensor’s
      standards are being observed. Sublicensor or its representatives shall also
      have
      the right, at any time during normal business hours for the Restaurants, to
      inspect Products at the Restaurants or wherever Products are sold, and take
      a
      reasonable number of samples for purposes of quality inspection, and shall
      have
      the right to visit the plant or plants where the Products are made at any time
      during normal business hours for purposes of quality inspection. For purposes
      of
      this Subparagraph 10.d.(ii) only, if any Merchandise comes in various
      colors and sizes, such as a T-shirt, all the colors and sizes collectively
      shall
      constitute one item of Merchandise, and samples of each size and color need
      not
      be provided.

     

    e. Restaurants.

     

    (i) Material
      aspects of the Restaurants’ design and operating plans shall be subject to
      Sublicensor’s approval, which right shall not be exercised so as to frustrate
      the purpose of the grant of this sublicense. The approval of both parties shall
      be required regarding Sublicensee’s policies on accommodating Jimmy Buffett fan
      clubs at the Restaurants. Sublicensor has the right and shall be given the
      opportunity to inspect each Restaurant at any time during its construction
      and
      after all construction and interior decor and fitting out is completed and
      each
      Restaurant is ready to open.

     

    (ii) No
      material aspect of the System shall be changed without Sublicensor’s approval in
      writing, which right shall not be exercised so as to frustrate the purpose
      of
      the grant of this sublicense.

     

    (iii)
      Sublicensor shall have the right to inspect all areas (public and non-public)
      of
      each Restaurant at any time, to be served food and drink during regular hours
      of
      service which, when consumed in public areas of each Restaurant, shall be free
      of charge during regular hours of service; to interview management and staff;
      and to inspect records (including, without limitation, letters or notes
      regarding customer complaints) to make sure that Sublicensor’s standards are
      being observed. Further, the overall quality of each

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

           
        Restaurant shall not be less than that of either the existing Outback Steakhouse
        restaurants or existing Margaritaville Restaurants.

    

     

    f. Ownership
      of Artwork.

     

    (i) All
      depictions of the Artwork and the copyright in all Artwork shall be solely
      and
      exclusively owned by Sublicensor, except as otherwise provided in
      Subparagraph 10.f.(iii). Notwithstanding Sublicensor’s ownership of all
      Artwork, Sublicensor agrees that prior to the expiration or earlier termination
      of this Agreement it will not use Artwork developed by Sublicensee unless
      Sublicensee has consented to such use, it being acknowledged by Sublicensee
      that
      Sublicensor has the right to use any underlying Licensed Mark that is
      incorporated in any such Artwork.

     

    (ii) Any
      and
      all original Artwork shall be sent to Sublicensor at no cost and prepaid at
      Sublicensor’s request not later than thirty (30) days following the termination
      or expiration of this Agreement.

     

    (iii) To
      the
      extent that Sublicensee uses Outback Property on Products, Sublicensor agrees
      that the Outback Property shall continue to be solely owned by Outback and
      that
      Sublicensor shall not register as a trademark or service mark any mark that
      includes Outback Property. Sublicensor shall indicate on any copyright
      application in which the deposit specimen incorporates an element of Outback
      Property that the Outback Property is a preexisting work excluded from the
      scope
      of copyright sought.

     

    g. Approval
      not a Warranty.
      Sublicensor’s approval of a Sublicensed Use or Artwork does not mean that
      Sublicensor has determined that the item conforms to applicable laws, that
      the
      item is safe or fit for its intended purpose or that the item does not infringe
      the intellectual property or contractual tights of others, except as otherwise
      expressly set forth herein. Sublicensor may also revoke an approval if the
      item
      subsequently proves to be unsafe, to be deficient in quality, to violate any
      law
      or to violate the rights of others that are subsequently learned to have existed
      at the time approval was granted.

     

    h. Licensed
      Marks and Newly Developed Marks.

     

    (i) Sublicensee
      shall have the right to request that existing or newly developed names,
      trademarks or service marks that incorporate an element of the Licensed Marks
      be
      included in Exhibit B hereto as Licensed Marks and Sublicensor shall
      have
      the right to reasonably grant or deny such request. The denial of such a request
      on the ground that Sublicensee does not control the particular element of the
      Licensed Marks for which a use is sought, or on the ground that existing rights
      of a third party prevent approval of the request, shall not be deemed to
      frustrate the purpose of the grant of this Agreement.

     

    (ii) Sublicensee
      shall own any Newly Developed Marks, consisting of trademarks or service marks
      that do not incorporate any element of the Licensed Marks.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (iii) With
      respect to elements of the Licensed Marks that are subsequently included in
      Exhibit B hereto in accordance with Subparagraphs 10.h.(i) and (ii),
      Sublicense must still seek approval of each Sublicensed Use (as defined herein)
      of each new element of the Licensed Marks pursuant to Paragraph 10.b.
      hereof. To the extent that Sublicensor or Sublicensor’s principal intellectual
      property attorneys are, at the time approval is requested, aware of exceptions
      to the representations and warranties set forth in this Sublicense as they
      relate to certain of such additional Licensed Marks, Sublicensor will provide
      Sublicensee with such information. It is contemplated that such information
      will
      be added to the Disclosures set forth in Exhibit A of this Agreement,
      as
      appropriate, but it shall not be a breach of this Agreement if instead the
      information is conveyed to Sublicensee in written form at the time the approval
      is given.

     

    (iv) At
      the
      time that Sublicensor grants approval of an element of a Licensed Mark for
      proposed use as a trademark or service mark, if the Licensed Mark is not already
      registered as a federal trademark or service mark with the U.S. Patent and
      Trademark Office for the goods or services on which the Licensed Mark is
      proposed to be used, then Sublicensee will bear the cost of searching the
      availability of the mark for use and registration and prosecution of any
      subsequent trademark application. Sublicensor will control the process of
      searching, registering and protecting such subject trademark application and
      will cooperate with Sublicensor’s intellectual property attorneys in order to
      facilitate any search, registration and/or prosecution of such subsequent
      trademark application. If Jimmy Buffett and/or Sublicensor (and/or any entities
      Controlled by Sublicensor and/or Jimmy Buffett) thereafter makes use of the
      mark
      for such goods or services outside the Restaurants prior to the expiration
      or
      earlier termination of this Agreement, Sublicensor will, within seven (7) days
      after Sublicensor’s receipt of a written reimbursement request from Sublicensee,
      reimburse Sublicensee for Sublicensee’s actual out-of-pocket costs of having
      searched the mark and prosecuted the trademark application.

     

    i. Third-Party
      Consents and Payments.

     

    (i) Any
      use
      of any element of the intellectual property of Jimmy Buffett by Sublicensee,
      other than the use of the Licensed Marks pursuant to the terms of this
      Agreement, including but not limited to the use by Sublicensee of any element
      of
      any book, short story or other literary property authored or co-authored by
      Jimmy Buffett and the use by Sublicensee of any element of any musical
      composition recorded by Jimmy Buffett such as music, lyrics, song titles or
      concert videos (collectively, “Other Use”) shall be subject to Sublicensee’s
      obligation: (1) to obtain the consent of all appropriate third parties,
      including but not limited to publishers, record companies, unions, guilds,
      and
      public performance societies; and (2) to pay all third-party license
      fees,
      royalties and other costs in connection therewith; provided,
      however,
      that,
      if such Other Use is otherwise approved by Sublicensor and/or Jimmy Buffett
      (and/or any entities Controlled by Sublicensor and/or Jimmy Buffett) pursuant
      to
      this Agreement, Sublicensor and/or Jimmy Buffett (and/or any entities Controlled
      by Sublicensor and/or Jimmy Buffett) shall grant or cause its Affiliates to
      grant to Sublicensee the requested consent for such Other Use to
      the

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

      extent
        that Sublicensor and/or Jimmy Buffett (and/or any entities Controlled by
        Sublicensor and/or Jimmy Buffett) control such Other Use, and Sublicensor
        and/or
        Jimmy Buffett (and/or any entities Controlled by Sublicensor and/or Jimmy
        Buffett) shall use reasonable efforts to facilitate Sublicensee’s attempts to
        obtain third-party consents for such Other Use to the extent that Sublicensor
        and/or Jimmy Buffett (and/or any entities Controlled by Sublicensor and/or
        Jimmy
        Buffett) do not control such Other Use.

    

     

    (ii) Sublicensor
      and/or Jimmy Buffett (and/or any entities Controlled by Sublicensor and/or
      Jimmy
      Buffett) shall not receive any compensation for their consent to the Other
      Use
      pursuant to Subparagraph 10.(i)(i)(3) hereof other than
      (1) the Royalties and/or Fees described in Paragraph 7 of this
      Agreement and (2) royalties, except for the song “Cheeseburger In
      Paradise”, ordinarily paid by or to book publishers, music publishers, record
      companies and their respective creative contributors (e.g., authors, recording
      artists, producers and songwriters) for the exploitation of books, audio
      recordings, visual recordings, and audio-visual recordings (collectively,
“Primary Copyright Material”) in any configuration or media now known or
      hereinafter developed, including in any electronic media, other than
      as an
      element of a restaurant design, a menu, or an item of merchandise that is not
      an
      item of actual Primary Copyright Material.

     

    j. Prototypes.
      Both
      parties acknowledge that it is the intent but not the obligation of the parties
      to use McBride and Company for the development of the prototype and design
      of
      the CHEESEBURGER IN PARADISE marks and logos, so long as McBride and Company
      is
      reasonable in determining any financial obligation of Sublicensee for such
      development. Failure to retain McBride and Company shall not constitute a breach
      of this Agreement.

     

    11.      Required
      Markings.
      Sublicensee will display on Products any legends, markings or notices that
      are
      required by law or that Sublicensor may reasonably request. Notwithstanding
      the
      foregoing. Sublicensee shall not make any reference to the Licensed Marks
      without including the ® or TM
      symbol,
      as appropriate, and including the notation “[mark] is used under license.”
      Sublicensee may only eliminate any or all legends, markings, notices or
      references with the express prior approval of Sublicensor. Upon receipt of
      written notice from Sublicensor, Sublicensee shall have seven (7) days to cure
      any omissions of such legends, markings or notices.

     

    
      	
              12.

            	
              Ownership
                of Licensed Marks.

            


    

     

    a. Sublicensee
      acknowledges that, as between it and Sublicensor, Sublicensor and/or Jimmy
      Buffett (and/or any entities Controlled by Sublicensor and/or Jimmy Buffett)
      is
      the owner of all rights in the Licensed Marks and the goodwill associated
      therewith throughout the world and that Sublicensee has the exclusive right
      to
      use the CHEESEBURGER IN PARADISE mark subject to: (i) the Disclosures
      set
      forth in Exhibit A, and (ii) this Agreement.

     

    b. Sublicensee
      agrees, during the Term of this Agreement and thereafter, never to attack the
      rights of Sublicensor and/or Jimmy Buffett in and to the Licensed Marks or
      the
      validity of the sublicense being granted herein.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    c. Sublicensee
      agrees that its use of the Licensed Marks inures to the benefit of Sublicensor
      and/or Jimmy Buffett and that Sublicensee shall not acquire any rights
      whatsoever in the Licensed Marks other than the rights expressly provided in
      this Agreement

     

    d. Sublicensor
      reserves to itself all rights, if any, not expressly granted to Sublicensee
      or
      subject to a prohibition on Sublicensor’s use or license to others to
      use.

     

    e. Subject
      to Sublicensee’s rights pursuant to Paragraph 17
      of this
      Agreement, Sublicensee agrees and acknowledges that following the expiration
      or
      earlier termination of this Agreement, Sublicensee will not use any of the
      Licensed Marks for any purpose, including without limitation on or in connection
      with Restaurants, Products, Food, Menu Items, Alcoholic Beverages or
      otherwise.

     

    
      	
              13.

            	
              Trademark
                and Copyright Protection and Infringements.

            


    

     

    a. Sublicensor
      may obtain at its own cost and in Jimmy Buffett’s own name or the name of an
      Affiliate or Sublicensor, appropriate copyright and trademark protection for
      the
      Licensed Marks or newly developed marks not designated as Licensed Marks
      worldwide, subject only to the attached Exhibits A-l and A-2. Sublicensee
      agrees reasonably to cooperate with Sublicensor in protecting the Licensed
      Marks, and for that purpose, Sublicensee will supply to Sublicensor or its
      representatives from time to time and at no charge such samples, containers,
      labels and similar material, and information regarding the Products or services
      offered under this Agreement, as reasonably may be required. Sublicensee also
      will execute and deliver to Sublicensor and/or Jimmy Buffett (and/or any
      entities Controlled by Sublicensor and/or Jimmy Buffett), at any time, whether
      during or after the Term of this Agreement and without further consideration,
      such instruments of transfer and other documents as Sublicensor may prepare
      and
      reasonably request in order to confirm Sublicensor’s and/or Jimmy Buffett’s
      copyright or trademark ownership rights.

     

    b. Sublicensee
      agrees that it shall not at any time, anywhere in the world, apply for any
      registration of any copyright, trademark or other designation which would affect
      the ownership of the Licensed Marks by Sublicensor and/or Jimmy Buffett (and/or
      any entities Controlled by Sublicensor and/or Jimmy Buffett) nor file any
      document with any governmental authority to take any action which would affect
      the ownership of the Licensed Marks by Sublicensor and/or by Jimmy Buffett
      (and/or any entities Controlled by Sublicensor and/or Jimmy
      Buffett).

     

    c. When
      requested by Sublicensor, Sublicensee agrees to assist Sublicensor in connection
      with any intellectual property claims dealing with the enforcement of
      Sublicensor’s and/or Jimmy Buffett’s (and/or any entities Controlled by
      Sublicensor and/or Jimmy Buffett) rights in the Licensed Marks that Sublicensor
      may choose to bring. Sublicensor agrees to reimburse Sublicensee’s reasonable
      out-of-pocket expenses incurred in providing such assistance. With respect
      to
      any intellectual property actions not caused by any breach of this Agreement
      by
      Sublicensee that Sublicensor may choose to bring, Sublicensor shall, at
      Sublicensor’s cost and expense, employ counsel of its own choice to direct the
      handling of such claims and any settlement thereof. Sublicensor shall be
      entitled to receive and retain all amounts awarded as damages, profits or
      otherwise in connection with such suits.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    d. With
      the
      exception of any matters disclosed in the attached Exhibit A-1 and A-2,
      Sublicensee hereby warrants that, as of the date of this Agreement, it has
      no
      knowledge that anyone other than Sublicensor and/or Jimmy Buffett has any
      rights, including without limitation copyright or trademark rights, in or to
      the
      CHEESEBURGER IN PARADISE mark, or any element thereof, in the United
      States.

     

    e. Sublicensor
      agrees that it shall promptly take commercially reasonable steps to apply for
      and register the CHEESEBURGER IN PARADISE mark in the countries within the
      Territory that are specifically designated by Sublicensee in which Sublicensee
      can demonstrate a legitimate intent to open a Restaurant within eighteen (18)
      months of Sublicensee’s request that Sublicensor pursue the CHEESEBURGER IN
      PARADISE mark in that country.

     

    
      	
              14.

            	
              Indemnification.

            


    

     

    a. Indemnification
      by Sublicensee.
      Sublicensee will defend, indemnify, and hold Sublicensor, and its affiliated
      companies, and the respective officers, directors, employees, agents, attorneys,
      heirs, members, successors, parents and assigns of the foregoing, harmless
      against and in respect of: (i) any and all loss, damage, or liability resulting
      from any breach or claim of breach of any representation or warranty or the
      no
      fulfillment of any covenant, agreement or obligation on the part of Sublicensee
      hereunder; and (ii) any and all actions, suits, proceedings, demands,
      assessments, judgments, costs and expenses (including reasonable attorneys’ fees
      and expenses) instant to the foregoing, or resulting from tort claims or other
      claims arising out of Sublicensee’s use of the Licensed Marks, including,
      without limitation (A) product liability or similar claims based on
      sale of
      Products produced by, or to the order of, Sublicensee, and (B) injury,
      wrongful death, negligence or battery claims by customers of the Restaurants
      or
      their estates, except claims by a third party, based on facts or circumstances
      not otherwise disclosed in Exhibit A-1 or A-2 of this Agreement, that
      use
      of the CHEESEBURGER IN PARADISE mark pursuant to the terms of this Agreement
      infringes or otherwise violates a third party’s intellectual
      property.

     

    b. Indemnification
      by Sublicensor.
      Sublicensor will defend, indemnify and hold Sublicensee and its officers,
      directors, employees, agents, attorneys, members, successors, parents and
      assigns harmless against and in respect of: (i) any and all loss, damage,
      or liability resulting from any breach or claim of breach of any representation
      or warranty or the non-fulfillment of any covenant, agreement or obligation
      on
      the part of Sublicensor hereunder (ii) any and all claims, actions,
      suits,
      proceedings, demands, assessments, judgments, costs and expenses (including
      reasonable attorneys’ fees and expenses), collectively referred to as “Claims”
      instant to the foregoing; and (iii) any and all Claims by a third party
      based on facts not otherwise disclosed in Exhibit A-1 or A-2 to this
      Agreement that use of the CHEESEBURGER IN PARADISE mark pursuant to this
      Agreement infringes or otherwise violates such third-party’s intellectual
      property rights. For avoidance of doubt, there is no indemnification to
      Sublicensee with respect to Sublicensee’s use of any of the Licensed Marks
      outside the United States, including U.S. territories, or for use of Licensed
      Marks other than the CHEESEBURGER IN PARADISE mark within the United
      States.

     

    c. Notification.
      If any
      demand, claim or suit is asserted or instituted with respect to which a party
      may be entitled to indemnification under the foregoing provisions, such party
      will

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

       

      give
        prompt notice thereof to the party who or which may be liable for
        indemnification, including full details to the extent known.

    

     

    d. Third-Party
      Intellectual Property Claims.

     

    With
      respect to infringement claims by third parties against Sublicensee asserting
      that Sublicensee’s use of the Licensed Marks infringes their rights, Sublicensee
      will give prompt notice thereof to Sublicensor and Sublicensor shall have the
      sole right to direct and control the defense and settlement of such claims
      at
      Sublicensor’s sole expense, unless such claims are based on the breach of this
      Agreement by Sublicensee, in which case such costs shall be borne exclusively
      by
      Sublicensee. Such rights shall not be exercised in an arbitrary or capricious
      manner.

     

    15.       Video
      Simulcasts.

     

    If
      Margaritaville Holdings, LLC receives a transmission of a concert or other
      performance, of music performed by Jimmy Buffett, except for a transmission
      of a
      live concert or other live performance intended to be transmitted within a
      one
      (1)-mile radius, in the United States, Sublicensor shall cause Margaritaville
      Holdings, LLC to permit Sublicensee, if Sublicensee elects to do so, to have
      the
      transmission simultaneously broadcast to the Restaurants. Notwithstanding
      the above, the Sublicensor has no duty to permit the transmission of any such
      broadcast unless the Sublicensee maintains its own equipment with an operating
      level that is substantially equal to or greater than the
      equipment found at Jimmy Buffett’s Margaritaville in Orlando,
      Florida.

     

    
      	
              16.

            	
              Insurance.

            


    

     

    a. Sublicensee
      shall, throughout the Term of this Agreement, obtain and maintain at its own
      cost and expense, from a qualified insurance company, standard liability and
      product liability insurance, the form of which must be acceptable to
      Sublicensor, naming Sublicensor and Jimmy Buffett as additional named insureds.
      The amount of coverage shall be a minimum of ten million dollars (S 10 million)
      combined single limit with a two hundred fifty thousand ($250,000) self-insured
      retention deductible amount for each single occurrence for bodily injury and/or
      for property damage. No events can erode the coverage unless directly connected
      to the operation of the Restaurants. The policy shall provide for ten (10)
      days
      notice to Sublicensor from the insurer by registered or certified mail, return
      receipt requested, in the event of any modification, cancellation or termination
      of the insurance. Sublicensee agrees to furnish Sublicensor a certificate of
      insurance evidencing same within thirty (30) days after execution of this
      Agreement and, in no event, shall Sublicensee use the Licensed Marks prior
      to
      receipt by Sublicensor of such evidence of insurance.

     

    b. Errors
      and Omission/Advertising Liability Insurance.
      Sublicensee shall use its best efforts to obtain an insurance policy naming
      Sublicensee and Sublicensor as named insureds and covering a minimum of ten
      million dollars ($10 million) resulting from any and all loss, damage, or
      liability resulting from Sublicensee’s use of the Licensed Marks pursuant to
      this Agreement. If Sublicensee is able to identify the availability of such
      a
      policy, then, prior to obtaining the policy, Sublicensee shall provide notice
      to
      Sublicensor specifying the precise terms

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

      and
        coverage of the policy, including the annual premium for the policy, and
        Sublicensee and Sublicensor jointly shall negotiate the terms of the policy
        with
        the insurer, such terms to be subject to the mutual approval and agreement
        of
        Sublicensee and Sublicensor. The annual premium for the policy initially
        shall
        be paid by Sublicensee, provided that, at the end of each fiscal year during
        which the policy is in place, Sublicensee may deduct from the royalties payable
        to Sublicensor hereunder an amount equal to twenty percent (2074 of the total
        annual premium for the policy paid during such fiscal year. Notwithstanding
        the
        foregoing provisions of this Paragraph 16.b.,
        if
        Sublicensor, in Sublicensor’s absolute discretion, believes that the annual
        premium for the policy is not economically justified, then it shall so notify
        Sublicensee, in which case Sublicensee shall not be required to purchase
        the
        policy; provided that if Sublicensee then decides to purchase the policy,
        Sublicensee must then do so at its sole expense.

    

     

    
      	
              17.

            	
              Termination
                and Cure of Breach.

            


    

     

    In
      the
      event that any party objects to an alleged breach by another party, the party
      alleging the breach shall give detailed written notice of the alleged breach
      to
      the other party. Except as otherwise provided below or elsewhere in this
      Agreement, the other party shall then have thirty (30) days after the date
      of
      the receipt of such notice either to cure the breach (in the case of breaches
      that reasonably can be cured within that period) or to begin to cure the breach
      (in the case of breaches that cannot reasonably be cured within that period;
      provided, however, that the other party diligently pursues the cure thereafter).
      The party claiming breach shall have no right to file suit for breach of this
      Agreement unless and until the thirty (30) day cure period has expired or,
      in
      the case of breaches that cannot reasonably be cured within thirty (30) days
      and
      in which the other party is diligently pursuing a cure, a reasonable additional
      period has expired.

     

    a. In
      the
      circumstances set forth in this Paragraph, Sublicensor may terminate this
      Agreement upon seven (7) days’ advance, written notice to
      Sublicensee:

     

    
      	 	
              (i)

            	
              Sublicensee
                is dissolved, unless Sublicensee is administratively dissolved and
                the
                dissolution is cured within thirty (30)
                days;

            


    

     

    
      	 	
              (ii)

            	
              Sublicensee
                files a petition in bankruptcy or is adjudicated a bankrupt or insolvent,
                or makes an assignment for the benefit of creditors, or an arrangement
                pursuant to any bankruptcy law, or if a receiver is appointed for
                Sublicensee (or Sublicensee’s business) who or which is not discharged
                within thirty (30) days; or

            


    

     

    
      	 	
              (iii)

            	
              If,
                two or more times during a twelve (12) month period, Sublicensee
                fails to
                pay royalties or fails to make submission of royalty statements within
                thirty (30) days of the due date;
                or

            


    

     

    
      	 	
              (iv)

            	
              Sublicensee,
                its Affiliates, entities and their directors and senior officers
                take or
                cause Sublicensee or any of Sublicensee’s directors or senior officers to
                take any actions in connection with the Licensed Marks that materially
                damage Sublicensor and/or the Licensed Marks or materially disparage
                Sublicensor and/or Jimmy Buffett. Notwithstanding
                the

            


    

     

    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      
        	 	
                 

              	
                foregoing,
                  Sublicensee acknowledges an affirmative responsibility to take
                  commercially reasonable action to stop the conduct by any officers,
                  directors, agents or employees of Sublicensee or its Affiliates
                  in the
                  event that any of the foregoing take or cause Sublicensee or any
                  of
                  Sublicensee’s officers, directors, agents or employees to take any actions
                  in connection with the Licensed Marks that materially damage Sublicensor
                  and/or the Licensed Marks or materially disparage Sublicensor and/or
                  Jimmy
                  Buffet Sublicensor reserves the right to pursue legal action against
                  any
                  individual or entity referenced in this paragraph in the event
                  that the
                  foregoing occurs. Both parties acknowledge that the above Subparagraph
                  17.a.(iv)
                  shall not prohibit internal communication by Sublicensee, its officers,
                  directors, agents or employees for the purpose of evaluating the
                  relationship set forth in this Agreement between Sublicensor and
                  Sublicensee.

              


      

       

    

    b. In
      the
      circumstances set forth in this Paragraph, Sublicensee must commence and
      complete the cure of the breach as soon as possible and in no event later than
      seven (7) days from Sublicensor’s notice of breach with respect to
      Subparagraph 17.b.(i)
      and
      thirty (30) days from Sublicensor’s notice of breach with respect to
      Subparagraphs 17.b.(ii),
      and b.(iii):

     

    
      	 	
              (i)

            	
              Sublicensee
                is subject to any voluntary order of any government agency involving
                the
                safety, health or other hazards or risks to the public or, according
                to a
                government agency having jurisdiction, operates the Restaurants m
                a manner
                that is dangerous to the health and safety of the public; provided,
                however, that Sublicensee shall not be required to completely remedy
                such
                a breach within seven (7) days where that is not reasonably practicable,
                if it has promptly commenced and is diligently pursuing a
                cure;

            


    

     

    
      	 	
              (ii)

            	
              Sublicensee
                breaches any provision of this Agreement that prohibits Sublicensee
                from
                directly or indirectly assigning, transferring, sublicensing or otherwise
                encumbering this Agreement or any of its rights or obligations thereunder;
                or

            


    

     

    
      	 	
              (iii)

            	
              Sublicensee
                sells dangerously defective Merchandise, Food or Alcoholic Beverages
                without taking steps to reasonably correct or repair the defect
                immediately upon receipt of notice of the defect by Sublicensee.
                In
                addition to any other available remedies, Sublicensor shall have
                the right
                to withdraw approval of Sublicensee’ s use of the Licensed Marks in
                conjunction with Merchandise, Food or Alcoholic Beverages in the
                event a
                defect is not cured within sixty (60) days from the date Sublicensee
                first
                becomes aware of the defect.

            


    

     

    
      	
              18.

            	
              Effect
                of Termination.

            


    

     

    a. Buy-Out
      by Sublicensor.
      If
      Sublicensor exercises and closes on its exclusive right and option to buy out
      Outback’s interest in Sublicensee pursuant to Section 3
      (“Buy-Out”),

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

       

      then
        all
        rights granted to Sublicensee pursuant to this Sublicense shall immediately
        revert back to Sublicensor.

    

     

    b. Change
      of Name of Venue.
      Upon
      the expiration or termination of this Agreement with no Buy-Out by Sublicensor,
      Sublicensee shall have five (5) days to remove all Restaurant signage and sixty
      (60) days to sell any Food, Alcoholic Beverages or Merchandise manufactured
      prior to the expiration or termination of this Agreement Sublicensee
      acknowledges that, in the event that this Agreement expires or is terminated,
      all tights in and to the Licensed Marks shall revert immediately back to
      Sublicensor.

     

    c. Products.
      Upon
      the expiration or earlier termination of this Agreement for any reason
      whatsoever, Sublicensee shall have no further right to manufacture or sell
      the
      Products, to display the Licensed Marks or to use the Licensed Marks in any
      way,
      and all uses of the above-referenced marks by Sublicensee shall cease,
      including, without limitation, the manufacture or sale of the Products, except
      as otherwise approved in writing by Sublicensor. Sublicensee will then destroy
      all Products, unless Sublicensor consents in writing to another manner of
      disposition. However, if this Agreement expires, or if this Agreement is earlier
      terminated, other than under a provision that gives rise to a right of
      termination under Paragraph 17.a.
      of
      this Agreement, (i) Sublicensee shall promptly furnish Sublicensor a
      full
      and complete inventory showing all Products on hand and in the process of
      manufacture, and (ii) Sublicensee shall provide written assurance to
      Sublicensor that Products in process of manufacture shall not be
      completed.

     

    d. Upon
      the
      expiration or earlier termination of this Agreement, notwithstanding anything
      to
      the contrary herein, all accrued and unpaid royalties due hereunder shall become
      due and payable within seven (7) days after such event.

     

    e. Sublicensee
      acknowledges that its failure to cease the use of the Licensed Marks, or any
      class or category thereof at the expiration or earlier termination of this
      Agreement, will result in immediate and irreparable damage to Sublicensor and
      to
      the rights of any subsequent Sublicensee of Sublicensor. Sublicensee
      acknowledges and admits that there is no adequate remedy at law for failure
      to
      cease the manufacture, sale or distribution and Sublicensee agrees that, in
      the
      event of such failure, Sublicensor shall be entitled to equitable relief by
      way
      of injunctive relief and such other relief as any court with jurisdiction may
      deem just and proper.

     

    
      	
              19.

            	
              Notices.

            


    

     

    Except
      as
      provided in Subparagraph 8.a. of this Agreement with respect to royalty
      and
      service fee payments and Accounting Statements, all notices required to be
      sent
      to a party shall be in writing to the following addresses unless notification
      of
      a new address is properly provided in accordance herewith. All notices shall
      be
      delivered by facsimile and a nationally recognized overnight courier service
      that obtains written acknowledgment of receipt by the addressee. Notice shall
      be
      deemed given upon receipt.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    To
      Sublicensor:      
      Cheeseburger
      Holding Company, LLC

    256
      Worth
      Avenue

    Suite
      Q-R

    Palm
      Beach, Florida 33480

    Attention: John
      Cohlan

    Facsimile: 561-835-9584

     

    and       Jeffrey
      M. Smith

    Greenberg
      Traurig, LLP

    3423
      Piedmont Road, Suite 200

    Atlanta,
      Georgia 30305

    Facsimile: 404-237-5260

     

    To
      Sublicensee:   
Cheeseburger
      in Paradise, LLC

    2202
      N.
      Westshore Blvd.

    Suite
      500

    Tampa,
      FL
      33607

    Attention: Chris
      Sullivan

    Facsimile: 813-281-2114

     

    With
      a
      copy to:       
      Joe
      Kadow, Esq.

    Outback
      Steakhouse Inc.

    5th
      Floor

    2202
      N.
      Westshore Blvd.

    Suite
      500

    Tampa,
      FL
      33607

    Facsimile: 813-281-2114

     

    
      	
              20.

            	
              Dispute
                Resolution.

            


    

     

    Sublicensor
      and Sublicensee acknowledge that it is their respective best interests to
      resolve disputes arising out of the relationship created through this Agreement
      through mutual agreement without the assistance of the judicial process wherever
      reasonably possible. Sublicensor and Sublicensee agree that as a condition
      precedent to the institution of any litigation of issues between Sublicensor
      and
      Sublicensee arising out of this Agreement, the following efforts will be
      undertaken:

     

    
      	 	
              a.

            	
              First,
                disputes which are not promptly resolved by Sublicensee’s employee charged
                with responsibility for the day-to-day operation of the Restaurants
                and
                Sublicensor or Sublicensor’s designated representative shall be submitted
                for review and discussion to the senior executives of Sublicensee
                and
                Sublicensor who have full authorization to make decisions necessary
                to
                resolve the dispute.

            


    

     

    
      	 	
              b.

            	
              Second,
                in the event the dispute is not resolved through the efforts of the
                senior
                executives within ten (10) days following submission of the issue
                to the
                senior executives, either party may invoke mandatory mediation of
                the
                dispute utilizing the services of an independent licensed Mediator.
                The
                costs of the Mediator shall

            


    

     

    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      
        	 	
                 

              	
                be
                  shared equally between Sublicensor and Sublicensee. Senior executives
                  from
                  both parties shall personally participate in the mediation proceedings
                  contemplated herein and shall endeavor in good faith to achieve
                  a
                  resolution of the dispute though mutual agreement The senior executives,
                  who shall have full authority to decide on behalf of and bind their
                  respective entities, will allocate at least one (1) full business
                  day of
                  their time in for the mediation process on any issue submitted
                  to
                  mediation hereunder.

              


      

       

    

    
      	 	
              c.

            	
              Third,
                in the event mutual agreement cannot be achieved though the foregoing
                process, within thirty (30) days from the date mediation begins,
                either
                party may submit the dispute for arbitration in Orlando, Florida.
                In the
                event a dispute is submitted for arbitration, both parties agree
                that the
                rules of the American Arbitration Association (AAA) shall
                govern.

            


    

     

    
      	 	
              d.

            	
              Fourth,
                any party to this Agreement may apply to any court of competent
                jurisdiction for equitable relief, after complying with the notice
                procedure set forth in Paragraph 19.a.

            


    

     

    
      	
              21.

            	
              Choice
                of Laws.

            


    

     

    This
      Agreement shall be governed by, and its terms and conditions construed in
      accordance with, applicable common law and statutes of the State of Delaware,
      without giving effect to the conflict of law rules of that State.

     

    
      	
              22.

            	
              Waiver.

            


    

     

    No
      waiver
      by any party of a breach or a default hereunder shall be deemed a waiver by
      such
      party of a subsequent breach or default of a similar nature.

     

    
      	
              23.

            	
              Severability.

            


    

     

    In
      the
      event that any term or provision of this Agreement shall for any reason be
      held
      to be invalid, illegal or unenforceable in any respect, such invalidity,
      illegality or unenforceability shall not affect any other term or provision
      and
      this Agreement shall be interpreted and construed as if such term or provision,
      to the extent the same shall have been held to be invalid, illegal or
      unenforceable, had never been contained therein.

     

    
      	
              24.

            	
              Revocation
                of Prior Agreements.

            


    

     

    Any
      and
      all prior agreements, including (a) any and all prior agreements between
      Sublicensee, on one hand, and Sublicensor, on the other, and (b) any and all
      prior agreements between Sublicensee and any other corporation or entity
      controlled by Sublicensor, relative to the licensing of all or part of the
      Licensed Marks and to any other matters discussed herein, are hereby revoked,
      and the provisions of this Agreement alone shall be determinative of the
      conditions pursuant to which Sublicensee shall be Sublicensed to use the
      Licensed Marks and the resolution of such other described matters.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	
              25.

            	
              Headings.

            


    

     

    The
      headings in this Agreement are solely for convenience and shall not be used
      to
      interpret or construe this Agreement.

     

    
      	
              26.

            	
              Integration.

            


    

     

    The
      Agreement represents the entire understanding between the parties hereto with
      respect to the subject matter hereof and supersedes all previous
      representations, understandings or agreements, oral or written, between the
      parties with respect to the subject matter hereof and cannot be modified except
      by a written instrument signed by all of the parties hereto.

     

    
      	
              27.

            	
              Time.

            


    

     

    Time
      is
      of the essence in this Agreement.

     

    
      	
              28.

            	
              Third-Party
                Beneficiaries.

            


    

     

    Nothing
      in this Agreement shall give rise to any rights to any Person not a party to
      this Agreement or to any Affiliates of the parties.

     

    
      	
              29.

            	
              Ambiguities.

            


    

     

    Any
      ambiguities in the language, content or structure of this Agreement shall not
      be
      construed against the drafter. The parties acknowledge that they have, through
      their own attorneys, participated in the drafting of this
      agreement.

     

    
      	
              30.

            	
              Signatures.

            


    

     

    This
      Agreement may be executed in any number of counterparts, each of which shall
      constitute an original and all of which together shall constitute one and the
      same agreement. The signature of a party obtained via facsimile shall be valid
      and binding for all purposes.

     

    
      	
              31.

            	
              Injunctive
                Relief.

            


    

     

    Sublicensor
      agrees that a breach of any of the covenants contained in
      Paragraph(s) 2.a., 2.e.,
      and
      2.f.(i)
      of
      this Agreement may cause irreparable injury to Sublicensee for which the remedy
      at law may be inadequate and would be difficult to ascertain. Therefore, in
      the
      event of the breach of threatened breach of any such covenants, Sublicensee
      shall be entitled, in addition to any other rights and remedies it may have
      at
      law or in equity, to seek an injunction to restrain Sublicensor from any
      threatened or actual activities in violation of any such covenants. Sublicensor
      hereby consents and agrees that temporary and permanent injunctive relief may
      be
      granted in any proceedings which might be brought to enforce any such covenants
      without the necessity of proof of actual damages, and in the event Sublicensee
      does apply for such an injunction, Sublicensor shall not raise as a defense
      thereto that Sublicensee has an adequate remedy at law.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
              32.

            	
              Binding
                Effect.

            


    

     

    This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective Affiliates, sublicensees, successors and permitted
      assigns.

     

    By
      their
      execution below, the parties hereto have agreed to all of the terms and
      conditions of this Agreement.

     

     

    
      	 	CHEESEBURGER HOLDING COMPANY, LLC	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ John
              Cohlan	 
	 	 	 	 
	 	Name:	John Cohlan	 
	 	 	 	 
	 	Title:	Chief Executive
              Officer 	 
	 	 	 	 
	 	 	 	 
	 	CHEESEBURGER IN PARADISE, LLC	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Debra
              A.
              Eybers	 
	 	 	 	 
	 	Name:	Debra A.
              Eybers	 
	 	 	 	 
	 	Title:	President	 


    

    
       

    

    By
      their
      execution below, Jimmy Buffett has agreed to the terms and conditions set forth
      in Subparagraphs 2.b., 2.d., 2.e.(i), 2.h.(i) and 2.h.(ii) of this
      Agreement, and Holdings has agreed to the terms and conditions set forth in
      Subparagraphs 2.d., 2.e.(i), 2.h.(i), 2.h.(ii) and the last sentence
      of
      Subparagraph 2.c. of this Agreement.

     

    
      	
            	 	 	 
	 	By: 	/s/ Jimmy
              Buffett	 


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      
        	 	MARGARITAVILLE HOLDINGS	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ John
                Cohlan	 
	 	 	 	 
	 	Name:	John Cohlan	 
	 	 	 	 
	 	Title:	Chief Executive
                Officer 	 


      

      
         

      

    

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        



    

    EXHIBIT
      A-1

     

    Summary
      of Existing Agreements

     

    


    I. Restaurant/Store
      License Agreements

     

    A. Key
      West Restaurant

     

    License
      Agreement dated as of November 14, 1989 by and between Jimmy Buffett and Jimmy
      Buffett's Margaritaville Restaurant of Key West, Inc., granting a non-exclusive,
      non-assignable, non-transferable license, without the right to grant
      sublicenses, to use the name and likeness of Jimmy Buffett, and any and all
      copyrights, song titles (including but not limited to "Cheeseburger in
      Paradise"), trademarks and other intellectual property owned or created by
      Jimmy
      Buffett (the "Property") solely in connection with the operation of one
      restaurant in Key West, Florida. All artwork relating to the Property,
      notwithstanding its invention, is property of Buffett.

     

    B. Key
      West Store

     

    License
      Agreement dated as of November 1, 1991 by and between Jimmy Buffett and the
      Margaritaville Store, Inc., granting a non-exclusive, non-assignable,
      non-transferable license, without the right to grant sublicenses, to use the
      name and likeness of Jimmy Buffett, and any and all copyrights, song titles
      (including but not limited to "Cheeseburger in Paradise"), trademarks and other
      intellectual property owned or created by Jimmy Buffett (the "Property") solely
      in connection with the operation of a souvenir store in Key West, Florida.
      All
      artwork relating to the Property, notwithstanding its invention, is property
      of
      Buffett.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    C. New
      Orleans Restaurant

     

    License
      Agreement dated as of March 1, 1993 by and between Jimmy Buffett and
      Margaritaville Cafe of New Orleans, Inc., granting a non-exclusive,
      non-assignable, non-transferable license, without the right to grant
      sublicenses, to use the name and likeness of Jimmy Buffett, and any and all
      copyrights, song titles (including but not limited to "Cheeseburger
      in Paradise"), trademarks and other intellectual property owned or created
      by
      Jimmy Buffett (the "Property")
      solely in connection with the operation of one restaurant at 1104-14 Decatur
      Street, New Orleans, Louisiana 70116. All artwork relating to the Property,
      notwithstanding its invention, is property of Buffett.

     

    D. New
      Orleans Store

     

    License
      Agreement dated as of May 8,
      1992
      by and between Jimmy Buffett and Margaritaville New Orleans, Inc., granting
      a
      non-exclusive, non-assignable, non-transferable license, without the right
      to
      grant sublicenses, to use the name and likeness of Jimmy Buffett, and any and
      all copyrights, song titles (including but not limited to "Cheeseburger
      in Paradise"), trademarks and other intellectual property owned or created
      by
      Jimmy Buffett (the "Property")
      solely in connection with the operation of a souvenir store at #1 French Market
      Place, New Orleans, Louisiana. All artwork relating to the Property,
      notwithstanding its invention, is property of Buffett.

     

    E. Charleston
      Store

     

    License
      Agreement dated as of 1999
      by and
      between Jimmy Buffett and Margaritaville Charleston, Inc., granting a
      non-exclusive, non-assignable, non-transferable license, without the right
      to
      grant sublicenses, to use the name and likeness of Jimmy Buffett, and any and
      all copyrights, song titles (including but not limited to "Cheeseburger
      in Paradise"), trademarks and other intellectual property owned or created
      by
      Jimmy Buffett
      (the "Property") solely in connection with the operation of a retail store
      located at 282 King Street, Charleston, South Carolina 29401. All artwork
      relating to the Property, notwithstanding its invention, is property of
      Buffett.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                F. 
                  Las Vegas Store/Restaurant

              


      

       

    

    Parball,
      Inc., Margaritaville Las Vegas, LLC, and Margaritaville Holdings, LLC formed
      MP
      Flamingo, LLC for the sole purpose of developing, constructing, operating,
      maintaining, and managing a restaurant (including bar, entertainment venue,
      and
      retail store) at the Flamingo Casino in Las Vegas, Nevada. License Agreement
      dated as of June 5, 2002 between Margaritaville Holdings, LLC and MP Flamingo,
      LLC., granting a non-exclusive license to use the tradename, service marks,
      trademarks, logos, recipes, menus, operations manuals, concepts, trade secrets,
      culinary expertise, training programs, and other intellectual property
      associated with the Margaritaville restaurants and retail concept, including
      the
      right to use the Jimmy Buffett name and sell merchandise bearing the properties.
      The agreement includes territory restrictions for other Margaritaville
      Holdings-affiliated restaurants, excluding the Outback Steakhouse/ Cheeseburger
      in Paradise restaurants in Clark County, Nevada, or within a 50-mile radius
      from
      Parball-owned facilities outside Clark County. 

    


    G.
       Jamaica
      Agreement

     

    Jimmy
      Buffett/Margaritaville Holdings entered into a license agreement in April 2001
      with Margaritaville Ltd., a company incorporated under the laws of Jamaica,
      granting a non-exclusive, non-assignable, non-transferable license to use the
      MARGARITAVILLE, JIMMY BUFFETT’S MARGARITAVILLE, JIMMY BUFFETT’S, and
      CHEESEBURGER IN PARADISE marks,
      as
      well as the name and approved likeness of Jimmy Buffett, copyrights, songs,
      play
      and book titles, song lyrics, trademarks and other intellectual property for
      the
      development of restaurants and related merchandise in the
      Caribbean. The
      agreement specifically provides for the development of restaurants and sale
      of
      products in a Territory consisting of:
      Jamaica,
      Cayman Islands, St. Lucia, Dominican Republic, Dominica, Barbados, Antigua,
      Grenada, St. Maarten, Turks & Caicos Islands, British Virgin Islands, U.S.
      Virgin Islands, and Cuba, including airports in those countries. 

     

    H. Orlando
      Restaurant

     

    Jimmy
      Buffett entered into a trademark license agreement on September 
11,
      1997
      with Universal City Restaurant Partners, L.P., the general partner of which
      is
      Margaritaville Holdings,

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

       

      L.L.C.
        and the limited partner of which is Universal City Development Partners.
        Pursuant to this agreement, Buffett granted to Universal an exclusive license
        to
        develop a Jimmy Buffett's
        Margaritaville Cafe restaurant or a restaurant, night club or other venue
        primarily for food or beverage in the
        "exclusive territory".
        Buffett agreed not to open a competing establishment in a territory
        consisting of: a territory that is within (1)  a
        150
        mile radius of the Universal venue or (2)  any
        gated-attraction theme park (or entertainment complex attached to a theme
        park)
        in the State of Florida with an annual attendance of at least 500,000 customers.
        Further, Buffett granted a non-exclusive license to Universal to use any
        and all
        copyrights, song titles, trademarks, and other intellectual property owned
        by
        Buffett (or any Buffett affiliate), except
        the mark MARGARITAVILLE as a promotional slogan in connection with the sale
        of
        margarita cocktails in restaurants (pursuant to the Chi-Chi’s Agreement), and
        A1A and Design for clothing and headwear.
        The
        CHEESEBURGER IN PARADISE mark is specifically licensed to Universal for
:
        (1) 
        T-shirts
        and sweatshirts and (2)
        sandwiches; the JIMMY BUFFETT’S mark is specifically licensed to Universal for
        restaurant/nightclub and souvenir store services; and the MARGARITAVILLE
        and
        JIMMY BUFFETT’S MARGARITAVILLE marks are specifically licensed for
        restaurant/nightclub and souvenir store services, T-shirts, sweatshirts,
        polo
        shirts, outerwear, headwear, beverage glassware and cups. 

    

     

    However,
      the license agreement is potentially broad enough to include uses of the
above
      marks
      by
      Universal for unlimited goods and services sold either through the restaurant
      or
      channels of trade with approval by Buffett, which approval can be withdrawn
      at
      any time at Buffett's
      sole
      discretion upon seven (7) days notice to Universal. Such discretion must be
      exercised reasonably according to the express terms of the agreement based
      on
      circumstances other than a legal issue raised by Universal’s use of such item,
      or a use by Universal that is inconsistent with an approved use previously
      granted by Buffett for a particular item. Uses of the marks other than for
      the
      specifically designated goods
      are
      designated non-essential to the terms of the license in Paragraph 
3(b).

     

    All
      artwork depicting the marks, notwithstanding its invention, is property of
      Buffett, but can only be used by Buffett with Universal’s consent during the
      term of the license.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    


    I. Cancun
      Restaurant

     

    Jimmy
      Buffett/Margaritaville Holdings
      entered
      into an
      exclusive license agreement for
      a
      Margaritaville
      restaurant in Cancun, Mexico. The agreement contemplates a non-exclusive right
      to use
      certain
      service marks, trademarks, trade names, copyrights, slogans, logos and trade
      dress as are used in conjunction with Orlando and other existing Margaritaville
      restaurants.
      The
      Agreement explicitly excludes the right to use
      CHEESEBURGER IN PARADISE as
      the
      name of a restaurant, the right to use MARGARITAVILLE as a promotional slogan
      in
      connection with the sale of margarita cocktails in restaurants in the U.S.,
      the
      right to use DON’T STOP THE CARNIVAL for any goods and services, and the right
      to use A1A & Design for clothing and hats. The Agreement was executed on
      January 16, 2002 for a ten-year term, with two ten-year renewal periods. Airport
      locations in or near Cancun are also being negotiated. 

    


    J. Cozumel
      Restaurant

     

    Jimmy
      Buffett/Margaritaville Holdings entered into an exclusive license agreement
      for
      a Margaritaville restaurant in Cozumel, Mexico. The agreement contemplates
      a
      non-exclusive right to use certain service marks, trademarks, trade names,
      copyrights, slogans, logos and trade dress as are used in conjunction with
      Orlando and other existing Margaritaville restaurants. The Agreement explicitly
      excludes the right to use CHEESEBURGER IN PARADISE as the name of a restaurant,
      the right to use MARGARITAVILLE as a promotional slogan in connection with
      the
      sale of margarita cocktails in restaurants in the U.S., the right to use DON’T
      STOP THE CARNIVAL for any goods and services, and the right to use A1A &
      Design for clothing and hats. The Agreement will be executed in the near future
      for a ten-year term, with two ten-year renewal periods. Airport locations in
      or
      near Cozumel are also being negotiated. 

    


    II. Other
      License Agreements

     

    A. License
      Agreement between Margaritaville Holdings, Inc. and Mott’s,
      Inc.

     

    Margaritaville
      Holdings granted
      an exclusive license agreement to Mott’s, Inc.
      to
      manufacture, label, package, distribute and sell ready-to-drink pre-mixed
      alcoholic beverages and alcoholic and non-alcoholic cocktail mixers within
      the
      United States, Canada and
      Mexico

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

       

      under
        the
        MARGARITAVILLE mark and variations thereof. The license was entered into
        on
        September 30, 2000, for a term of four years, with an option to renew for
        two
        additional terms of two years each.

    

     

    B. License
      Agreement between Margaritaville Shrimp Holding Co.,

      Margaritaville
      Holdings,
      LLC and Fishery Products International

    


    Margaritaville
      Holdings granted Fishery Products an exclusive license to package and distribute
      frozen pre-packaged food products that contain shrimp under the mark
      MARGARITAVILLE SHRIMP in the United States, with provisions in the Agreement
      for
      expansion of the products to include other seafood and automatic expansion
      of
      the territory to include countries in which Buffett acquires trademark rights
      in
      MARGARITAVILLE SHRIMP. The Agreements were executed on June 15, 2002, for a
      three year term and provide for two renewal periods. 

    


    C. License
      Agreement between Cheeseburger Holding Company, LLC and

        
Cheeseburger
      in Paradise, LLC

     

    Pursuant
      to master licenses from Jimmy Buffett to Margaritaville Holdings and
      Margaritaville Holdings to Cheeseburger Holding Company, LLC (“CHC”), CHC has
      granted an exclusive license to Cheeseburger in Paradise, LLC (a subsidiary
      of
      OS Tropical, Inc./ “Outback”) for use of the CHEESEBURGER IN PARADISE mark for
      restaurants, merchandise, prepared, packaged foods, alcoholic beverages, menu
      items and promotional items. The exclusive license grant is subject to
      exceptions which allow Jimmy Buffett and/or his controlled entities to use
      the
      mark in existing Margaritaville stores and restaurants and on tour merchandise
      and merchandise sold through the Coconut Telegraph in a manner materially
      consistent with current use of the mark, and allow Jimmy Buffett the exclusive
      right to use the mark in connection with music and literary compositions. Jimmy
      Buffett and/or his controlled entities are expressly forbidden from using or
      granting licenses to third parties to use the mark for any other goods or
      services without prior approval.

     

    Jimmy
      Buffett also granted a non-exclusive license to use his name, image, likeness,
      song titles, literary titles, and images related to Jimmy Buffett (i.e. parrots,
      fins, a seaplane) with prior written approval, not to be unreasonably
      withheld.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    The
      territory covered by the agreement is worldwide with the express exclusion
      of
      Japan, Hawaii and Mexico. The term of the agreement is perpetual subject to
      express termination provisions set forth in the agreement.

     

    Further,
      the agreement defines Margaritaville Restaurants as (A) a large scale
“entertainment” concept with entertainment elements constructed as part of the
      interior of the building, (B) featuring live entertainment, (C) having the
      size
      of not less than 7,500 square feet, and (D) having an interior improvement
      cost
      (excluding cost of land and building) of not less than $300 per square foot,
      and
      restricts Jimmy Buffett and his controlled entities from operating
      Margaritaville Restaurants other than as described above. However, the agreement
      allows the continued existence of the New Orleans and Key West Margaritaville
      Restaurants, which do not meet the above criteria, and allows the operation
      of
      Margaritaville Restaurants in the Caribbean, defined as Jamaica, Cayman Islands,
      St. Lucia, Dominican Republic, Dominica, Barbados, Antigua, Grenada, St.
      Maarten, Turks and Caicos Islands, British Virgin Islands, U.S. Virgin Islands
      and Cuba, that meet the criteria of (A) through (C), above, but not (D).
      Further, Buffett and his controlled entities shall have the right to operate,
      or
      sublicense others to operate a Margaritaville Restaurant at the Jamaica Airport
      at Montego Bay, Jamaica that does not meet the criteria of (A)-(D)
      above.

     

    D. License
      Agreement Between Margaritaville

        
Tequila,
      LLC and David Sherman Corp.

    


    Margaritaville
      Tequila, LLC, pursuant to license agreement with Margaritaville Holdings, Inc.,
      granted David Sherman
      an
      exclusive license to use and/or sublicense affiliates or third parties to use
      the MARGARITAVILLE mark for all purposes relating to the manufacturing,
      bottling, labeling, packaging, importing, selling, advertising, marketing and
      distributing tequila
      products worldwide as well as the non-exclusive license to use and/or sublicense
      affiliates or third parties to use the MARGARITAVILLE mark for promotional
      items
      relating to tequila. The agreement was executed on June 14, 2002, for an initial
      term of ten years, with options to renew for two additional ten year
      periods.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    E. License
      Agreement Between Margaritaville SPI, LLC

        
and
      Sunbeam Products, Inc.

    Pursuant
      to master licenses from Jimmy Buffett to Margaritaville Holdings, LLC, and
      Margaritaville Holdings to Margaritaville SPI, LLC (“SPI”), SPI has granted an
      exclusive license to Sunbeam Products, Inc. for use of the MARGARITAVILLE Design
      Mark including the Hemisphere Dancer Cartouche Design, for blenders, coolers,
      and grills, with provisions in the Agreement for expansion of the products
      to
      include small appliances for food and beverage preparation and cooking, and
      indoor and outdoor cookware, indoor and outdoor tabletop accessories, indoor
      and
      outdoor tableware and indoor and outdoor gas and electric lighting products.
      The
      license was entered into on July 14, 2004, for a term expiring on December
      31,
      2013, with options to renew for three additional terms of five years each.
      

     

    F. License
      Agreement Between Margaritaville Footwear, LLC

        and
      ACI
      International

     

    Pursuant
      to master licenses from Jimmy Buffett to Margaritaville Holdings, LLC, and
      Margaritaville Holdings to Margaritaville Footwear, LLC (“Footwear”), Footwear
      has granted an exclusive license to ACI International to advertise, merchandise,
      promote, publicize, and sell footwear under the mark MARGARITAVILLE to mid-tier
      retailers (such as department stores, family footwear stores, sporting goods
      stores, specialty retailers and surf shops), clubs (such as Costco, Sam's,
      Price
      Club, etc.),
      and
      price retailers (such as T.J. Maxx, Ross, etc.),
      in
      any location where the mark is registered. The license was entered into on
      July
      19, 2004, for a term expiring on December 31, 2007.

     

    G. License
      Agreement between Jimmy Buffett and Chi-Chi’s, Inc. 

     

    In
      1988,
      Jimmy Buffett and Chi-Chi’s, Inc. entered into a perpetual exclusive license
      agreement granting Jimmy Buffett a license to use Margaritaville as “all or part
      of the name of restaurants in the United States," based upon Chi-Chi’s prior use
      and registration for Margaritaville for restaurant services. Pursuant to this
      agreement, Chi-Chi’s agreed to use the Margaritaville mark only as the name of
      particular rooms or areas within restaurants and/or as promotional slogans
      and
      advertising in restaurants operated by it or its affiliates. Jimmy Buffett
      further agreed not to use Margaritaville “as a promotional slogan in connection
      with the sale of

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

       

      margarita
        cocktails in restaurants.” In 2004, Jimmy Buffett purchased Chi-Chi’s prior
        registrations of the Margaritaville mark.

    

     

    III. Settlement/Coexistence
      Agreements

     

    A. Cheeseburger
      In Paradise, Inc.

     Hawaii
      Settlement Agreement

    


    The
      owners of a restaurant in Hawaii (CIPI) own U. S. Registration No. 1,765,057
      for
      CHEESEBURGER IN PARADISE and Design for restaurant and bar services;
Registration
      No. 2,418,610
      for
      CHEESEBURGER IN PARADISE
      for
      restaurant and bar services; Application
      Ser. No. 75/553,387
      for
      CHEESEBURGER IN
      PARADISE
& Design
      for
      restaurant and bar services;
      and
      Application Ser. No. 75/978,135
      for
      CHEESEBURGER IS
      A STATE
      OF MIND
      for
      restaurant and bar services.

     

     Pursuant
      to a confidential settlement agreement and Court Order issued by the United
      States District Court for the Central District of California, Western Division,
      CIPI has limited its use of the CHEESEBURGER IN PARADISE marks
      within
      the United States to (1)  the
      name
      of no more than one restaurant in Lahaina, Maui, Hawaii and one restaurant
      in
      Waikiki, Oahu, Hawaii; (2)  menu
      items at each of the two restaurants; and (3)  promotion
      of the restaurants. Outside of the U.S., CIPI has limited its use of the
      CHEESEBURGER IN PARADISE marks
      to
      Mexico and Japan.

     

    Pursuant
      to that same Settlement Agreement and Court Order, Jimmy Buffett or any company
      in which Jimmy Buffett is a majority shareholder or controlling
      party,
      has the
      right to use the CHEESEBURGER IN PARADISE mark anywhere in the
      world, except
      that in
      Hawaii, Mexico and Japan only, Buffett shall not use the mark on, in connection
      with or as a name of a bar, casino, restaurant, nightclub, lodging or resort
      services; as a food item; or on a food menu

     

    other
      than either in an ornamental manner with at least, and no more prominently
      than
      one other song, book or play title or other word mark of [Buffett]; or as a
      mark
      for or in connection with merchandise items, provided other merchandise items
      without that mark also appear or are mentioned in the same section of the menu.
      ¶7(a)(ii).

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    The
      agreement expressly states that CIPI shall not be limited in the number of
      restaurants it may open in Hawaii bearing the CHEESEBURGER IN PARADISE mark.
      Additionally, CIPI has limited rights to sell merchandise bearing the
      CHEESEBURGER IN PARADISE mark.

     

    Buffett
      may not use or display the CHEESEBURGER IN PARADISE mark anywhere in the world
      in the manner specifically depicted in CIPI's
      Registration No.  1,765,057
      (below):

    


     

    (CIPI
      Design)

    


     

    Buffett
      is permitted to use the CHEESEBURGER IN PARADISE song title or mark anywhere
      in the world in conjunction with the promotion, advertising or marketing of
      any
      goods, merchandise, services or businesses in any media, including via the
      Internet, mass mailings of catalogs or any other means, provided that
within
      the U.S., such marketing, advertising or promotion is not disseminated primarily
      to Hawaii,"
      and
“within Mexico and/or Japan, such advertising, marketing or promotion is not
      primarily targeted to areas where Defendants [CIPI] have provided [Buffett]
      with
      written notice . . . that [CIPI] . . . or any other company of which any one
      or
      more of the Defendants [CIPI] is a majority shareholder or controlling party,
      owns or operates a restaurant under the name ‘Cheeseburger in
      Paradise’.”

     

    Despite
      this
      Settlement Agreement, CIPI has recently opposed Licensor’s use of
      the
      CHEESEBURGER IN PARADISE &
      Design marks for jewelry, beverage glassware, clothing and nightclub services
      in
      the U.S. (Single Palm Design and Multiple Palm Design). The Board dismissed
      the
      oppositions with prejudice. A lawsuit filed by Jimmy Buffett against CIPI in
      federal court in California for violations of the Settlement Agreement is
      currently pending.

    


     

    B. Co-Existence
      Agreement between Jimmy
      Buffett and Tropic Isle Foods, Inc.

     

    Pursuant
      to the terms of a co-existence agreement between Buffett and Tropic Isle Foods,
      Inc., Tropic Isle will not object to use or registration of MARGARITAVILLE
      by
      Buffett for any goods, services and business throughout the world, including
      Northern California and Hawaii, except Buffett cannot use MARGARITAVILLE as
      the
      name of a restaurant in Northern California or on the four main Hawaiian
      islands.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    Tropic
      Isle can use MARGARITAVILLE in the name of three existing restaurants in
      Northern California, up to 15 additional restaurants in Northern California
      (defined as “north of a line running entirely through California from east to
      west along the southernmost limits of a city of San Luis Obispo”) and one
      restaurant on each of the four Hawaiian islands of Hawaii (main island), Maui,
      Oahu and Kauai. As a minor sideline to the restaurant, Tropic Isle can
      manufacture, sell or give away, in their MARGARITAVILLE restaurants in Northern
      California and Hawaii, certain souvenir items at a cashier’s counter or another
      small counter in the restaurant or in response to unsolicited remote orders.
      Tropic Isle retains state registrations for MARGARITAVILLE in California and
      Hawaii.

     

    C. Agreement
      between Jimmy Buffett and Kukai Caliente

     

    On
      July
      31, 1990, Jimmy Buffett and Kukai Caliente, Inc. entered into a settlement
      agreement as a result of Kukai Caliente’s use of MARGARITAVILLE as the name of a
      chain of Mexican restaurants in Connecticut, Massachusetts and Maine. Pursuant
      to the agreement, Kukai Caliente agreed to immediately and permanently cease
      all
      use of the MARGARITAVILLE mark and within 60 days file express abandonments
      or
      cancellations of any federal, state or foreign trademark or service mark
      registrations including the term MARGARITAVILLE. The agreement further provided
      for phase-out of various forms, menus, and promotional items, with the longest
      phase-out period not to exceed thirty-six months.

     

    Jimmy
      Buffett agreed to release Kukai Caliente from all claims contingent upon full
      performance of the agreement by Kukai Caliente. Further, Jimmy Buffett agreed
      not to object to Kukai Caliente’s use or registration of MARGARITA or
      MARGARITA’S as the new name of its restaurants.

     

    IV. Tour
      Sponsorship Agreements

     

    A. Assignment
      Agreement with Margaritaville Merchandising, Inc.

     

    Margaritaville
      Merchandising, Inc. has entered into an assignment agreement with Jimmy Buffett
      assigning to Buffett all rights, titles and interests of every kind and nature
      whatsoever in and to all illustrations commissioned by independent illustrators
      for use in connection with apparel and other merchandise for the various
      Margaritaville Stores. As part of the agreement,

     

    
      
        
        

      

      
        38

        
          

        

      

       

      Margaritaville
        Merchandising waives its “moral rights” and specifically gives Buffett the right
        to add to, subtract from ,
        rearrange, edit and/or change the work.

    

     

    B. Tour
      Merchandising Agreements with Giant Merchandising, Inc.

     

    Jimmy
      Buffett has entered into tour merchandising agreements with Giant Merchandising
      for clothing and similar merchandise to be sold in conjunction with Mr.
      Buffett’s concert tours and events within the United States.

    C. Tour
      Sponsorship Agreement between Jimmy Buffett and The
      Gambrinus

        
Company

    


    Tour
      agreement for the purpose of receiving promotional benefit for Corona Extra
      Beer
      and Corona Light Beer and providing financial support to Jimmy Buffett’s
      2000-2001 Summer Tours fully executed. This agreement was not renegotiated
      in
      light of the potential license agreement with Anheuser Busch for MARGARITAVILLE
      ICE. However, it appears that Gambrinus and Jimmy have continued to operate
      under an implied license.

     

    D. Tour
      Sponsorship Agreement
      between Jimmy Buffett and Barton
      Beers,

        
Ltd.

    


    Tour
      agreement for the purpose of providing promotional benefit for Corona Extra
      Beer
      and Corona Light Beer and providing financial support to Jimmy Buffett’s
      2000-2001 Summer Tours fully executed. This agreement was not renegotiated
      in
      light of the potential license agreement with Anheuser Busch for MARGARITAVILLE
      ICE. However, it appears that Barton and Jimmy have continued to operate under
      an implied license.

    


    E. Tour
      Sponsorship Agreement between Jimmy Buffett

        
and
      David
      Sherman Corporation

    


    David
      Sherman Corp. agrees to provide financial support to and serve as a co-sponsor
      for Jimmy’s tours in return for certain promotional benefits of Margaritaville
      Tequila. No other entities may co-sponsor the tours except Corona Beer, Anheuser
      Busch, or radio stations. The sponsorship agreement is applicable through
      December 31, 2004, with options to renew on an annual basis
      thereafter.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    F. License
      Agreement between Surf Safari, Inc., Margaritaville

       
Longboard,
      LLC, and Charlie Fernandez

     

    Margaritaville
      Longboard, LLC entered into an agreement with Surf Safari, Inc. d/b/a Longboard
      Magazine to serve as the Tour Title Sponsor for the 2002 Professional Longboard
      Surfing Championships. The agreement includes a license to use the
      MARGARITAVILLE LONGBOARD intellectual property for promotional purposes and
      on
      videos and tour merchandise, including hats, T-shirts, beach towels, and mugs.
      Margaritaville Longboard shall have a right of first refusal with respect to
      future tour sponsorships, through the 2005 series.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-2

     

    Unauthorized
      Uses of the CHEESEBURGER IN PARADISE MARK - United States

     

    In
      the
      U.S., there are unauthorized third-party uses of marks or business names that
      include components of the CHEESEBURGER IN PARADISE mark. Most are small
      producers of T-shirts and other merchandise and single-location restaurants
      and
      bars. It can be extremely difficult to detect such small unauthorized users
      and
      it is likely that there are other unauthorized users of which Sublicensor is
      unaware. The continuing unauthorized uses about which Sublicensor knows, and
      their status, are identified below.

     

    


    For
      purposes of this Exhibit, Licensor’s
      knowledge is defined as actual knowledge or the actual knowledge of Licensor’s
      principal intellectual property attorneys. Licensor
      does not
      regularly survey business databases and the Internet looking for unauthorized
      uses. Past infringements that to the best of Licensor’s
      knowledge have ended are not included in this Exhibit. Below is an initial
      summary of existing third-party infringements:

     

    Online
      Infringements
      - There
      are a number of online infringers, who utilize eBay, CafePress, or their own
      domain names to sell unauthorized merchandise. We regularly police and shut
      down
      these infringers. If you would like information on specific online
      infringements, please request it in writing. 

     

    Altoona,
      Iowa
      - The
      Prairie Meadows Racetrack and Casino purportedly offered “Paradise
      Cheeseburgers” in connection with a “Jimmy Buffett night” in June 2004. We
      contacted them and they agreed to stop this infringement.

     

         
      We
      have docketed the matter for follow-up in June 2005 to confirm they do not
      use
      the mark again in 2005.

     

    Boone/Blowing
      Rock, North Carolina
      - We
      received a report in 1995 that this single-location restaurant is operating
      under the name Cheeseburger
      in Paradise."
      At
      one
      time, the restaurant owner filed a federal trademark application to register
      CHEESEBURGERS IN PARADISE NEIGHBORHOOD GRILLE&
      BAR
      (and Design) for restaurant services, which application was abandoned in 1993.
      

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    
      The
        restaurant owner agreed to change the name of his
        restaurant to CHEESEBURGERS GRILLE AND PARADISE BAR.
        We are
        in the process of  negotiating
        a
        settlement agreement.

    

     

    Lee
      Island, Florida -
      We
      received a report of the Cabbage Key Restaurant making claims that its “Cabbage
      Key Burger” was the inspiration behind “Cheeseburger in Paradise.” Investigation
      suggests that Cabbage Key Restaurant does not offer a “Cheeseburger in Paradise”
      menu item. We are in the process of following up on this matter.

     

    Milwaukee,
      Oregon
      - We
      received a report that the River Road house Sports Bar  &
      Grill restaurant features “Burgers in Paradise,” Bigger Burgers in Paradise” and
“Chicken in Paradise” menu items and a Jimmy Buffett-related theme. We are in
      the process of following
      up
      on
      this
      matter.

     

    Naples,
      Florida
      - We
      received a report that a
      Tommy
      Bahamas Cafe has a menu item called “Paradise Nation Cheeseburger.”
      We
      are
      in
the
      process of following
      up
      on
      this
      matter.

     

    Pittsburgh,
      Pennsylvania
      - We
      received a report that Kenny B's
      Restaurant has a "Cheeseburger
      in Paradise"
      menu
      item. We are in the process of following
      up
      on
      this
      matter.

     

    Pittsburgh,
      Pennsylvania
      - In
      1997, we received a report of this “Margaritaville” restaurant which also offers
      a “Cheeseburger in Paradise” menu item. A cease and desist letter was sent but
      the restaurant owners refused to cooperate aside from discontinuing the
      restaurant’s website. Based on the restaurant’s length of use of the marks, this
      matter was not pursued.

     

    Redmond,
      Washington
      -
      We
      received a report that Medtronic
      Physio-Control was
      offering
      a “Cheeseburger in Paradise”promotion.
      We are
      in the process of following
      up on
      this matter.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    Sandusky,
      Ohio
      - This
      existing “Margaritaville” restaurant operates under a license from Chi-Chi’s
      restaurant and offers a “Cheeseburger in Paradise” menu item.

     

    St.
      Augustine, Florida
      -
      We
      received a report that
      a
      Sunset Grille restaurant has a menu item called “Cheeseburger in Paradise”. We
      are in the process of following up on this matter.

     

    Tampa,
      Florida -
      We
      received a report that
      a
      Gordo’s
      Gulfcoast restaurant has a menu item called“Cheeseburger
      in Paradise.”
      We are
      in the process of following up on this matter.

     

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    LICENSED
      MARKS -United States

     

    
      	 	
              App.
                Ser. No./Reg. No.

            	
              Goods
                & Services Subject of

              Application
                and

              Registrations
                listed herein

            
	
              CHEESEBURGER
                IN PARADISE

            	
              Reg.
                No. 1,935,684

            	
              T-shirts
                and sweatshirts

            
	
              CHEESEBURGER
                IN PARADISE

            	
              Reg.
                No. 

               

              2,468,644

            	
              Sandwiches

            
	
              CHEESEBURGER
                IN PARADISE

            	
              Reg.
                No. 

               

              2,790,010

            	
              Restaurant,
                bar and nightclub services

            
	CHEESEBURGER
              IN PARADISE	
              Serial
                No. 78/211,425

            	
              Jewelry,
                lapel pins and watches

               

            
	
              CHEESEBURGER
                IN PARADISE 

            	
              Serial
                No. 78/211,424

            	
              Jewelry,
                lapel pins and watches

               

            
	CHEESEBURGER
              IN PARADISE	
              Serial
                No. 78/211,449

            	
              Clothing,
                namely shirts, T-shirts, sweatshirts and baseball caps

               

            
	
              CHEESEBURGER
                IN PARADISE 

            	
              Serial
                No. 78/211,432

            	
              Clothing,
                namely shirts, T-shirts, sweatshirts and baseball caps

               

            
	 CHEESEBURGER
              IN PARADISE	
              Serial
                No. 78/211,448

            	
              Restaurant
                and bar services, and providing information in the field of restaurant
                and
                bar services, namely food and drink menus, location information and
                driving directions via the Internet; and 

              Nightclub
                services and providing information in the field of nightclub services,
                namely live entertainment event calendars, location information and
                driving directions via the Internet.

               

            
	
              CHEESEBURGER
                IN PARADISE 

            	
              Serial
                No. 78/211,430

            	
              Beverage
                glassware, shot glasses and foam drink holders. 

               

            
	
              CHEESEBURGER
                IN PARADISE

            	
              Serial
                No. 78/211,429

            	
              Beverage
                glassware, shot glasses and foam drink
                holders.

            


    

    
 

    41