TRADEMARK
LICENSE AGREEMENT

     

    THIS
AGREEMENT amends and restates the Trademark License Agreement dated July 16,
2007 by and between Moose River Management, Inc., a Florida Corporation
(“Licensor”), and American Restaurant Concepts, Inc., a Florida Corporation
(“Licensee”).

     

    WITNESSETH:

     

    WHEREAS,
Licensor is the sole and exclusive owner of the trademarks and
registrations

     

    
      
        
          	
                  TITLE

                	
                  Registration Number

                	
                  Date Registered

                
	
                  Dick’s
      Wings

                	
                  US
      Registration: 78170748

                	
                  August
      12, 2003

                
	
                  Dick’s
      Wings and Design

                	
                  Florida
      Registration: T97000000492

                	
                  May
      6, 1997

                
	
                  Dick’s
      Wings  & Grill and Design

                	
                  US
      Registration: 78271987

                	
                  July
      9, 2003

                
	
                  Dick’s
      Wings Express and Design

                	
                  US
      Registration:  78845474

                	
                  March
      24, 2006

                


        

      

    

    (the
“Trademarks”); and

     

    WHEREAS,
Licensor has the power and authority to grant to Licensee the right, privilege
and license to use the Trademarks on or in association with the goods and/or
services covered by the registrations (the “Licensed Products”);
and

     

    WHEREAS,
Licensee desires to obtain from Licensor a license to use the Trademarks on or
in association with the Licensed Products; and

     

    WHEREAS,
both Licensee and Licensor are in agreement with respect to the terms and
conditions upon which Licensee shall use Trademarks.

     

    NOW,
THEREFORE, for $100 and other good and valuable consideration, including the
promises and agreements set forth herein, the parties, each intending to be
legally bound hereby, do promise and agree as follows:

     

    
      	
               
      

            	
              1.

            	
              License
      Grant

            


    

     

    
      	
               
      

            	
              a.

            	
              Licensor
      hereby grants to Licensee for the term of this Agreement as stated herein,
      an exclusive license to reproduce the Trademark on or in association with
      the Licensed Products, for the use of franchising, as well as on
      packaging, promotional and advertising material associated
      herewith.

            


    

     

    
      	
               
      

            	
              b.

            	
              Licensee
      may not grant any sublicenses to any third party without the prior express
      written consent of the Licensor which may be withheld for any
      reason.  This does not include the right of American Restaurants
      Concepts, Inc. to sublicense the Trademarks to any franchisee for use in
      the franchised locations.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              c.

            	
              So
      long as this Agreement is in effect, Licensor agrees not to grant any
      other party a license to use the
Trademarks.

            


    

     

    
      	
               
      

            	
              2.

            	
              Term
      of The Agreement

            


    

     

    This
Agreement and the provisions hereof, except as otherwise provided, shall be in
full force and effect commencing on the date of execution by both parties and
shall continue for a term of Fifty (50) years. Licensee shall have the right to
renew this Agreement for a one additional Fifty (50) year term.

     

    
      	
               
      

            	
              3.

            	
              Consideration

            


    

     

    In
consideration for the right to use the Trademarks and Licensed Products,
Licensee promises to use, promote, and advertise the Licensor’s products and to
use the Trademarks for franchising Dick’s Wings and Dick’s Wings Express
locations and in furtherance of the Good Will of the Dick’s Wings
brand.

     

    
      	
               
      

            	
              4.

            	
              Warranties
      and Obligations

            


    

     

    
      	
               
      

            	
              a.

            	
              Licensor
      represents and warrants that it has the right and power to grant the
      licenses granted herein and that there are no other agreements with any
      other party in conflict herewith.

            


    

     

    
      	
               
      

            	
              b.

            	
              Licensor
      further represents and warrants that, to the best of its knowledge, the
      Trademarks do not infringe any valid right of any third
    party.

            


    

     

    
      	
               
      

            	
              c.

            	
              Licensee
      represents and warrants that it will use its best efforts to promote,
      market, sell, and distribute the Licensed
  Products.

            


    

     

    
      	
               
      

            	
              5.

            	
              Agreement
      Binding on Successors

            


    

     

    The
provisions of this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, their heirs, administrators, successors, and
assigns.

     

    
      	
               
      

            	
              6.

            	
              No
      Joint Venture

            


    

     

    Nothing
contained herein shall constitute this arrangement to be employment, a joint
venture or a partnership.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              7.

            	
              Assignability

            


    

     

    The
license granted hereunder is personal to Licensee and shall not be assigned by
any act of Licensee or by operation of law unless in connection with a transfer
of substantially all of the assets in Licensee or with the consent of
Licensor.

     

    
      	
               
      

            	
              8.

            	
              Integration

            


    

     

    This
Agreement constitutes the entire understanding of the parties, and revokes and
supersedes all prior agreements between the parties and is intended as a final
expression of their Agreement.  It shall not be modified or amended
except in writing signed by the parties hereto and specifically referring to
this Agreement.  This Agreement shall take precedence over any other
documents which may be in conflict with said Agreement.

     

    
      9.
Grounds
for Termination.

    

     

    Due to
the goodwill associated with the Licensed Marks, both parties agree that it is
an integral part of this Agreement that Licensee observes certain high standards
of conduct. As a result, Licensor has the right to terminate this Agreement for
any of the following reasons: Licensee's breach of any provision of this
Agreement; the insolvency or bankruptcy of Licensee;  the sale or
assignment (in whole or in part) of Licensee without the prior written approval
of Licensor, provided, however that Licensee may sell its stock in one or more
of a series of private public securities offerings without such sales being
deemed a sale or assignment of Licensee; or any misrepresentation by Licensee
regarding the Licensed Marks or Licensor. This Agreement shall be effectively
terminated upon the date of Licensor's written notice of termination to
Licensee. Upon cancellation, expiration or termination of this Agreement, the
License to use the Licensed Marks shall automatically revert to Licensor, and
Licensee shall immediately cease using any of the Licensed Marks, or any marks
confusingly similar to the Licensed Marks, and shall destroy all materials
bearing the Licensed Marks.  However, such termination shall not
affect any franchisee of Licensee from continuing to use the Licensed Marks in
accordance with the terms of their franchise agreement, including any renewal or
extension thereof.

     

    IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have
each caused to be affixed hereto its hand and seal the day
indicated.

     

    
      
        
          
            	
                      /s/     Michael
      Rosenberger  

                  	 
      	
                      /s/     Michael
      Rosenberger

                  	 
	
                    Moose
      River Management, Inc.

                  	 
      	
                    American
      Restaurants Concept, Inc.

                  	 
	
                    Michael
      Rosenberger

                  	 
      	
                    Michael
      Rosenberger

                  	 
	
                    Its:
      President

                  	 
      	
                    Its:
      President

                  	 


          

        

      

    

     

    
      
        
        

      

      
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