FRANCHISE
AGREEMENT

    


    Table of
Contents

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	
                                                                            1.

                                                                          	
                                                                            RECITALS

                                                                          	
                                                                            4

                                                                          
	
                                                                            2.

                                                                          	
                                                                            GRANT OF FRANCHISE

                                                                          	
                                                                            4

                                                                          
	
                                                                            3.

                                                                          	
                                                                            FRANCHISE FEE

                                                                          	
                                                                            5

                                                                          
	
                                                                            4.

                                                                          	
                                                                            COMPETITIVE PROTECTION

                                                                          	
                                                                            5

                                                                          
	
                                                                            5.

                                                                          	
                                                                            MODIFICATION OF CONCEPT, TRADE DRESS AND EQUIPMENT
      STANDARD

                                                                          	
                                                                            5

                                                                          
	
                                                                            6.

                                                                          	
                                                                            COMPANY SERVICES AND
      ASSISTANCE.

                                                                          	
                                                                            6

                                                                          
	
                                                                            7.

                                                                          	
                                                                            FRANCHISEE'S PERFORMANCE

                                                                          	
                                                                            7

                                                                          
	
                                                                            8.

                                                                          	
                                                                            ADVERTISING AND PROMOTIONS

                                                                          	
                                                                            11

                                                                          
	
                                                                            9.

                                                                          	
                                                                            ROYALTIES

                                                                          	
                                                                            12

                                                                          
	
                                                                            10.

                                                                          	
                                                                            TERMS AND RENEWAL

                                                                          	
                                                                            13

                                                                          
	
                                                                            11.

                                                                          	
                                                                            USE OF INTELLECTUAL
PROPERTY

                                                                          	
                                                                            13

                                                                          
	
                                                                            12.

                                                                          	
                                                                            TRANSFERS

                                                                          	
                                                                            16

                                                                          
	
                                                                            13.

                                                                          	
                                                                            INTEREST ON DELINQUENT
    ACCOUNTS

                                                                          	
                                                                            19

                                                                          
	
                                                                            14.

                                                                          	
                                                                            RESTAURANTRELOCATION

                                                                          	
                                                                            20

                                                                          
	
                                                                            15.

                                                                          	
                                                                            TERMINATION

                                                                          	
                                                                            20

                                                                          
	
                                                                            16.

                                                                          	
                                                                            TERMINATION; OTHER REMEDIES

                                                                          	
                                                                            22

                                                                          
	
                                                                            17.

                                                                          	
                                                                            LIQUIDATED DAMAGES

                                                                          	
                                                                            24

                                                                          
	
                                                                            18.

                                                                          	
                                                                            COVENANTS AGAINST
    COMPETITION

                                                                          	
                                                                            25

                                                                          
	
                                                                            19.

                                                                          	
                                                                            PARTIAL INVALIDITY

                                                                          	
                                                                            25

                                                                          
	
                                                                            20.

                                                                          	
                                                                            NOTICES

                                                                          	
                                                                            25

                                                                          
	
                                                                            21.

                                                                          	
                                                                            STATUS OF PARTIES

                                                                          	
                                                                            26

                                                                          
	
                                                                            22.

                                                                          	
                                                                            BINDING EFFECT

                                                                          	
                                                                            26

                                                                          
	
                                                                            23.

                                                                          	
                                                                            LAW GOVERNING; DISPUTE
      RESOLUTION

                                                                          	
                                                                            26

                                                                          
	
                                                                            24.

                                                                          	
                                                                            CONDITION PRECEDENT

                                                                          	
                                                                            27

                                                                          
	
                                                                            25.

                                                                          	
                                                                            MISCELLANEOUS.

                                                                          	
                                                                            27

                                                                          
	
                                                                            26.

                                                                          	
                                                                            ACKNOWLEDGMENTS

                                                                          	
                                                                            27

                                                                          
	
                                                                            27.

                                                                          	
                                                                            LIMITATION OF DAMAGES; ATTORNEY
      FEES

                                                                          	
                                                                            28

                                                                          
	
                                                                            28.

                                                                          	
                                                                            ADVISE OF COUNSEL

                                                                          	
                                                                            28

                                                                          


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    EXHIBITS:

    


    A.           Description
Of Trade Area

    B.           Authorization
Agreement For Preauthorized Payments

    C.           Assignment
Of Telephone Number(S)

    D.           Guaranty
And Acknowledgment

    E.           Non-Disclosure
and Non-Competition Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    RESTAURANT:
_______________

    


    FRANCHISE
AGREEMENT

    DICK’S
WINGS EXPRESS

    


    


    THIS
AGREEMENT is entered into by and between American Restaurant Concepts, Inc., a
Florida corporation (“Company"),
and:  ________________________________ (“Franchisee”) on the ___ day
of ___________, 200__.

    


    Glossary
of Terms

    


    The
following terms are used in this Franchise Agreement (“Agreement”) with the
meanings assigned in this Glossary and are incorporated herein by
reference.

    


    Accounting Period for
collection of money paid to Company means one week, beginning on Sunday and
ending on Saturday unless otherwise indicated in writing by Company in the
Operations Manual.

    


    Copyrighted Materials
includes all versions, variations and adaptations of the following materials in
tangible form, either produced by Company or American Restaurant Concepts, Inc.
(“ARC”), produced on its behalf as works for hire, or derived from works
produced by or on behalf of Company and/or ARC: (i) all manuals used in a
restaurant's development, operation and marketing activities, including but not
limited to the Operations Manual, (ii) training materials (including printed,
audio, video or electronic materials), (iii) restaurant plans and specifications
that are works for hire, (iv) menu board designs and graphics, (v) product
identification posters and photographs, (vi) advertising and marketing
materials, (vii) labels, forms and reports provided by Company, (viii) any
computer software developed by Company or as works for hire for use in the
operation of restaurants, and (ix) any other materials protected by copyright
law or marked or identified by Company and/or ARC as protected by
copyright.

    


    DW Product Line. “DW Product
Line” is defined as all products to be supplied by Company, or its affiliates or
suppliers, for use by franchisee in conjunction with the operation of Dick’s
Wings, which products include: 1) all food product mixes, ingredients, and
spices and all prepackaged food and/or condiment items which are unique to the
restaurant; 2) all wearing apparel including, without limitation, all clothing,
jewelry, jackets, hats, T-shirts, sweat shirts, shorts, pins, watches,
sunglasses, backpacks, key chains and all similar items that advertise or
promote, or constitute merchandise for sale by, at, or from any restaurant,
catalog or Internet site; 3) all napkins, cups, glasses, dishware, and all
similar items and supplies that advertise or promote Dick’s Wings, or its
affiliates; and, 4) all décor packages, advertising materials including, without
limitation, all display materials, all temporary signage designed for special
promotions, all food wrappings, food and other containers, and all other
materials utilized in advertising and/or merchandising Dick’s
Wings.

    


    Dick’s Wings means Dick’s
Wings Express and/or Dick’s Wings & Grill.

    


    Dick’s Wings Express means
Dick’s Wings Express, only.

    


    Dick’s Wings & Grill
means Dick’s Wings & Grill, only.

    


    Effective Date means the date
set forth at the beginning of the Agreement.

    


    EFT means Electronic Funds
Transfer.

    


    Franchisee includes
Franchisee’s stockholders, officers, directors, partners, beneficial owners,
joint venture participants, representatives, agents, heirs, successors and
assigns from any and all manners or any family members of same.

    


    Gross Revenues is defined as
the total of all sales of food, beverages and tangible personal property of
every kind sold by the Franchisee at, in, upon or from or through the
restaurant; all amounts which shall be received as compensation for any service
rendered therefrom, and receipts of the Franchisee from all coin and card
operated devices, including without limitation musical devices, amusement
devices, vending machines and the like, and regardless of whether such sale is
conducted in compliance with or in violation of the terms of this Agreement, or
whether such sale is at the site or off-site, but exclusive of discounts, sales
taxes or other similar taxes and credits. Gross Revenues shall also include the
fair market value of any services or products received by Franchisee in barter
or exchange for its services and products.

    
       

      Effective:
January 1, 2009

       

    

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    Hospitality Center means a
hotel, lodge, country club, social club, resort, casino, theater or similar
facility that provides recreation, entertainment or lodging either to the
general public or to private members.

    


    Information Systems means
electronic systems an operator uses to collect, compute, store and report a
restaurant’s Gross Revenues other financial data and operating information, such
as cash registers, computers,
peripheral equipment and related software programs.

    


    Institution means a hospital,
airport, public or private school, university or college campus, airport
terminal, convention center, exhibition hall, amusement park, fair ground,
sports arena, military base, state or national park, or other facility in which
Special Outlets are frequently located.

    


    Operations Manual and/or
The Manual disclose the
principle elements of Dick’s Wings System, and its contents are and shall remain
Company’s (including its affiliates) exclusive property.

    


    Reasonable Business Judgment
means that Company’s determination shall prevail even in cases where other
alternatives are also reasonable so long as Company is intending to benefit or
is acting in a way that could benefit the Dick’s Wings System by enhancing the
value of the trademarks, increasing customer satisfaction, or minimizing
possible customer brand or location confusion.  Company shall not be
required to consider Franchisee’s particular economic or other circumstances
when exercising their Reasonable Business Judgment.  At no time is
Franchisee or any third party (including, but not limited to any third party
acting as a trier of fact) entitled to substitute its judgment for a judgment
which has been made by or on behalf of Company and that meets the definition of
Reasonable Business Judgment in recognition of the fact that the long-term goals
of a franchised system, and the long-term interests of Company, its Affiliates
and Subsidiaries, the Dick’s Wings system and all franchisees taken together,
require that Company have the latitude to exercise Reasonable Business
Judgment.

    


    Restaurant or Store means a retail
establishment at a fixed (permanent) location outside a mall, institution or
hospitality center that operates on a year-round basis under the Dick’s Wings
Express trade name and Dick’s Wings system. The term does not include any type
of special outlet.

    


    Special Outlet includes
grocery stores, convenience stores, department stores, channels of distribution
other than a traditional restaurant settings, wholesale, a temporary or seasonal
booth, a kiosk, a satellite unit, an express unit, a mini-store, or similar
installation, no matter how denominated, by internet sales and/or by catalogue
sales anywhere worldwide, including within the exclusive territory granted in
this Franchise Agreement.

    


    System means the compilation
of operating procedures, marketing concepts and management techniques that
Company has developed or adopted to govern the operation of
restaurants.

    


    Trade Area means the
geographical area designated by the Company surrounding the restaurant, in which
Company will not place another franchised or company restaurant.

    


    Trademarks, Names or Marks
refers to and includes (i) the Dick’s Wings service mark and logo, (ii) the
Dick’s Wings trade name, (iii) the elements and components of a restaurant's
trade dress, and (iv) any and all additional or different trade names,
trademarks, service marks, logos and slogans that Company adopts to identify the
Dick’s Wings franchise system and the products and services restaurants offer.
It includes the “Dick’s Wings” name, logo, trade names, service marks,
logotypes, insignias, trade dress and designs which Company may from time to
time authorize or direct Franchisee to use in connection with the restaurant.
For the purposes of this agreement, trademarks include that now in use or placed
in use in the future.

    


    Trade Dress means decorative,
non-functional components of a restaurant that provide the establishment a
distinctive, memorable appearance.

    


    Trade Secrets means the
components of the Dick’s Wings system, the contents of the Operations Manual and
of all employee training materials and computer programs developed by Company or
in accordance with its specifications, and any other confidential information
that Company imparts to Franchisee with respect to a restaurant's operation or
management, whether through the Operations Manual or otherwise.

    
       

      Effective:
January 1, 2009

       

    

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    1.           Recitals.

    


    Company
has developed a system to guide and govern the operation of restaurants that
operate under the Dick’s Wings tradename and has developed a racing theme
concept. Company franchises the operation of restaurants. The parties are now
ready to embark on a franchise relationship and have entered into this Agreement
to evidence the terms and conditions of their relationship.

    


    Company
agrees to use reasonable business judgment in the exercise of its rights,
obligations and discretion under this Agreement except where otherwise indicated
in this Agreement.

    


    2.           Grant of
Franchise.

    


    (a)
Subject to the terms, conditions and limitations of this Agreement, Company
grants Franchisee a franchise to operate a Dick’s Wings at
the  location and under the format set forth in Addendum
A.  Franchise agrees to operate the location under the format
listed only. Franchisee may not change the format without the consent of
Company.  Franchisee's use of any of the trademarks or any element of
the system in the operation of a business at any other location without
Company's express written authorization will constitute willful infringement of
Company's rights in the trademarks and/or system.

    


    (b) The
franchise includes the following rights and licenses:

    


    (1) Authorization to operate the
restaurant under the Dick’s Wings trade name, in association with the Dick’s
Wings service mark and in accordance with the System;

    


    (2) Authorization to install the Trade
Dress and exterior and interior signs bearing the Dick’s Wings name and logo at
the restaurant;

    


    (3) Authorization to use the Marks to
identify, advertise and promote the DW Product Line and services.

    


    (c)
Franchisee shall acquire no rights or authority under this Agreement or as an
element of the franchise and Company (and our affiliates) retain the right in
our sole discretion to:

    


    (1) To sell to any wholesale or retail
customer the ingredients (including Company's proprietary sauces and seasonings)
from which any menu item is made of or with which any menu item is
prepared;

    (2) To sell Dick’s Wings brand food,
memorabilia or other merchandise from catalogues, internet website or a special
outlet without Company’s express prior permission;

    (3)  To solicit prospective
Franchisees and grant other persons Franchises, or other rights to operate
Dick’s Wings Restaurant through national or regional advertising, trade shows or
conventions, or using or through the Internet, Intranet or other forms of
e-commerce or through similar means;

    (4)  To own and operate
Dick’s Wings Restaurants ourselves or through affiliates anywhere, except your
Trade Area;

    (5)  To sell, solicit,
recruit and provide services for Dick’s Wings Restaurants or any franchised
business not defined as a Dick’s Wings Restaurant in this
Agreement;

    (6)  To sell, and provide the
services authorized for sale by, Dick’s Wings Restaurants under the Marks or
other trade names, trademarks, service marks and commercial symbols through
similar or dissimilar channels (like telephone, mail order, kiosk, co-branded
sites and sites located within other retail businesses, stadiums, Intranet,
Internet, web sites, wireless, email or other forms of e-commerce) for
distribution within and outside of your Trade Area and pursuant to such terms
and conditions as we consider appropriate;

    (7)  To solicit prospective
franchisees for, and own and operate, businesses and restaurants of any other
kind or nature, anywhere.

    
       

      Effective:
January 1, 2009

       

    

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    3.  Franchise Fee.

    


    In
consideration of Company’s granting the franchise, Franchisee must pay Company a
$30,000 franchise fee for a Dick’s Wings Express or for a Dick’s Wings &
Grill. The total
franchise fee will be deemed fully earned and
non-refundable.

    


    4. Competitive
Protection.

    


    (a)
Company does not grant exclusive territories, but does provide its franchisees
protection against some forms of competition inside a geographic trade area. The
Trade Area as set forth in Addendum A which may include a
highlighted area map attached to Addendum A. Franchisee will enjoy competitive
protection in the Trade Area to the extent the following paragraphs of this
Section 4 expressly provide. Franchisee will have no protection against
competition from restaurants, special outlets or other establishments located
anywhere outside the trade area's physical boundaries, even if these
establishments market their products and services in, or draw customers from the
trade area.

    


    (b)
Company will not open or authorize anyone except Franchisee to operate a
restaurant in the Trade Area. This protection will not apply to, and Franchisee
will have no competitive protection from, special outlets that Company, another
franchisee or a licensee operates, permanently, temporarily or seasonally, in a
mall, institution or hospitality center located in the trade
area.  Company further retains the right to and Franchisee will have
no competitive protection from, the sale of Company’s sauces to retail
establishments within the trade area by Company, including but not limited to
grocery stores and specialty food stores.

    


    (c) The
competitive protection will not, to any extent, prohibit or restrict Company or
its affiliates from engaging in the distribution of proprietary sauces and
seasonings, shirts, hats and other memorabilia, and other products and
merchandise, whether or not identified by or associated with the Dick’s Wings
trademarks, to or through commercial establishments that are not affiliated with
Company or associated with the Dick’s Wings franchise system, including (for
example) but not limited to, department stores, supermarkets and convenience
stores. Company and its affiliates may exercise their distribution rights, both
inside and outside the trade area, without infringing Franchisee's competitive
protection rights.

    


    (d) The
competitive protection will not prohibit or restrict Company or its affiliates
from selling proprietary products, Dick’s Wings memorabilia and other
merchandise to customers inside the trade area through catalogues, telemarketing
campaigns, an internet website and other direct-order techniques. Company and
its affiliates may distribute catalogues and similar sales solicitation
materials in the trade area, broadcast television and radio commercials for
direct order merchandise into the trade area, initiate telephone contact with
and accept telephone orders from residents of the trade area, and fill customer
orders for direct merchandise in the trade area, without in any such case
infringing Franchisee's competitive protection rights.

    


    (e)
Franchisee acknowledges and agrees that Company has no express obligation or
implied duty to insulate or protect Franchisee's revenues from erosion as the
result of the restaurant's competing with other restaurants or with special
outlets located outside the trade area; with special outlets located inside the
trade area as permitted in Section 4(b); with other establishments that sell
chicken wings and other menu items under trade names other than Dick’s Wings or
as a result of Company's competing with the restaurant in the ways and to the
extent this Section 4 provides or contemplates. Franchisee expressly waives and
relinquishes any right to assert any claim against Company based on the
existence, actual or arguable, of any such obligation or duty.

    


    5.           Modification
of Concept, Trade Dress and Equipment Standards.

    


    (a)
Company reserves the right to modify the restaurant concept, DW product line,
trade dress and equipment package from time to time for a variety of reasons.
These reasons include, but are not limited to, the need (i) to respond to
changes in consumer expectations and buying trends, (ii) to seize efficiencies
made possible by growth of the Dick’s Wings, (iii) to implement efficiencies
made possible by technological advances or as a result of Company's research and
development activities, (iv) to implement co-branding alliances with other
companies, and (v) to meet competition.

    


    Company
reserves the right (1) to add new and different menu items to the list of
authorized restaurant merchandise, (2) to withdraw menu items from the list of
authorized restaurant merchandise, or to change their names, recipes and image,
(3) to change the trade dress, equipment and fixtures standards for restaurants,
(4) to add or change the standards for customer services (such as catering and
delivery service),  (5)
to abandon the use of equipment, fixtures and merchandising displays for any
menu item that Company withdraws from the list of authorized restaurant
merchandise, and (6) to require the use of new or different electronic data
processing and communications equipment and facilities.

    
       

      Effective:
January 1, 2009

       

    

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    (b) If
the addition of a menu item or product to the authorized merchandise list would
not require the installation of new fixtures or equipment (other than items
Company classifies as smallwares), Company may instruct Franchisees to begin
offering the new menu item as of a date specified in the notification which, may
or may not be, a supplement to the Operations Manual. Similarly, if the deletion
of a menu item or product from the authorized restaurant merchandise list would
not require the removal of fixtures or equipment (other than items Company
classifies as smallwares), Company may direct franchisees to cease offering the
product as of a date specified in the notification which, may or may not be, a
supplement to the Operations Manual.

    


    (c) If
Company abandons or adopts changes in the System that necessitates the addition
or removal of furniture, fixtures, equipment, signs or trade dress items,
Company may instruct Franchisees to adapt their restaurants to the concept
change through a supplement to the Operations Manual. Company, in consultation
with Franchisee, will establish a schedule for Franchisee to implement the
concept change based on the age of the unit and the amount Franchisee has spent
in recent periods to refurbish and upgrade the restaurant. Franchisee will
remove from the restaurant any item Company designates as obsolete and will
purchase and install any different or additional items Company specifies as
meeting its new standards, all in accordance with the schedule Company
establishes for Franchisee's restaurant.

    


    (d)
Company requires that all restaurants install and maintain a computer-based
information system that permits faster and more accurate communication between
Company and Franchisees. The information system may involve or include an
intranet network that Company designs and administers for the Dick’s Wings.
Franchisee acknowledges that this Section obligates Franchisee to install the
type and capacity of computer, modem and peripheral equipment Company designates
and to participate in the information system in accordance with standards,
protocols and procedures Company includes in the Operations Manual.

    


    (e) If
the Company allows the restaurant to participate in any new product test,
Franchisee will participate in the test in accordance with Company’s standards
and specifications and will discontinue offering any product that Company
decides not to add permanently to the authorized restaurant merchandise
list.

    


    (f)  If
Franchisee develops or suggests an innovation or improvement that Company
decides to incorporate into the Dick’s Wings System, either temporarily or
permanently, Franchisee will assign ownership of the innovation or improvement
to Company without compensation. The sole consideration for the assignment will
be Company's giving Franchisee recognition and credit for the innovation or
improvement in announcing it to members of the Dick’s Wings.

    


    6.           Company
Services and Assistance.

    


    (a) Development Stage
Assistance. So long is Franchisee is in good standing, Company will
provide the following services and assistance to Franchisee before Franchisee
opens the restaurant.

    


    (1) Company will assist Franchisee in
building out and equipping a restaurant. This assistance includes specifications
for the fixtures and equipment Franchisee must install in the
restaurant.

    


    (2) Company will furnish Franchisee
lists of the inventory, supplies, paper goods and smallwares needed to stock and
operate a restaurant, together with the names of any suppliers Company has
designated or approved, including Company and its affiliates. These lists
include the quality and grade specifications that Company has adopted for
poultry,  logo-printed
paper goods and other ingredients and supplies Franchisee will
need.

    


    (3) Company will provide a training
program at a location determined by Company. This location is usually in
Jacksonville, Florida. If this Agreement relates to Franchisee's first
restaurant, Company will provide training without tuition charge for Franchisee
and the general manager (or for Franchisee and one other individual if
Franchisee will act as the general manager). Subject to availability of pupil
space and to payment of a reasonable tuition charge, Franchisee may re-enroll or
enroll others in the training program from time to time for initial or refresher
training. In all cases, Franchisee must pay the travel, lodging and incidental
expenses that Franchisee, the general manager and Franchisee's other designated
trainees incur to attend the training program.

    
       

      Effective:
January 1, 2009

       

    

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    (4) When Franchisees arrives for
training, Company will loan Franchisee one set of the Operations
Manual.

    


    (5) Company will help Franchisee lay
out a plan for the restaurant's kitchen and storage areas and will help
Franchisee locate and inspect equipment for the restaurant.

    


    (6) Company will assist Franchisee in
purchasing, or loan (at Company’s option) to Franchisee an authorized restaurant
interior decor package, including wall hangings, racing memorabilia and other
trade dress items. Franchisee must properly display the interior décor package
at all time.  Should the Company chose to loan the décor package to
Franchisee, Franchisee must adequately insure the items at a collector’s
value.

    


    (b) Operational
Assistance. So long as Franchisee is in good standing, Company will
provide the following services and assistance to Franchisee after the restaurant
opens.

    


    (1)  Unless Franchisee is
already a Franchisee, Company will send training personnel to the restaurant for
at least two days prior to the restaurant opening and at least four days during
the period the restaurant first opens for verify that Franchisee is operating
the restaurant in accordance with the Operations Manual.

    


    (2)  Company will advise and
assist Franchisee in planning publicity and promotions for the restaurant’s
opening.

    


    (3)  Company will make its
staff accessible to the general manager for consultation by telephone, fax and
written communication (and by email after Company implements an internet
network). Company will occasionally visit the restaurant to conduct quality,
service and cleanliness (“QSC”) inspections.

    


    (4) Company will arrange for the
production and distribution of the DW product line and certain other menu items
which Company deems appropriate for the restaurant. Company will arrange for
these items to be produced in quantities sufficient to satisfy the restaurant's
reasonable needs. Company will be relieved of any obligations to Franchisee
under this Section 6(b)(4) if Franchisee fails to maintain a satisfactory
payment history with the distributor from which Franchisee purchases inventory,
or if Franchisee becomes significantly or habitually late in paying royalties or
marketing fees on time.

    


    (5) Company will loan Franchisee
additions and supplements to the Operations Manual as they become available, and
will disclose to Franchisee additional trade secrets, if any, Company develops
that relate to the operation of restaurants.

    


    (6) So long as Franchisee complies with
Franchisee's financial, operational and reporting obligations under this
Agreement, Company will invite Franchisee to attend (at Franchisee's expense)
all conventions, seminars and other franchise-oriented functions Company from
time to time plans and sponsors.

    


    (7) Company will permit Franchisee to
purchase equipment and inventory from or through any distribution network
Company establishes.

    


    7.           Franchisee's
Performance.

    


    (a) Pre-construction
Procedures.

    


    (1) Within 30 days after the effective
date, Franchisee must locate and furnish Company the name of an experienced
general contractor who has built at least two restaurants that engage primarily
in frying operations. The contractor must furnish Company’s statement of the
contractor's qualifications, including at least five client references, and a
copy of the construction contract the contractor proposes to sign with
Franchisee. Company will have ten (10) calendar days after it receives these
documents to advise Franchisee of any reservations that Company has about the
contractor's reputation or ability. If Franchisee decides not to hire a
particular contractor, Franchisee will have an additional fifteen (15) days to
locate another general contractor and to submit the new candidate's
qualifications to Company for its review.

     

    Effective:
January 1, 2009

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    (2) Within fifteen (15) days after
Franchisee selects a general contractor, Franchisee must submit for Company
approval a complete set of construction documents for the restaurant, including
mechanical, electrical and plumbing specifications. Franchisee must develop the
documents in cooperation with the general contractor, and must base them on the
standards and information Company provides, including the kitchen/storage area
lay-out Company suggests and Company's required trade dress package. The
documents will be subject to Company's review and approval. Franchisee agrees to
deter signing contracts for the restaurant’s
construction, equipment, fixtures or signage until Franchisee has received
Company's written approval of Franchisee's final construction
documents.

    


    (b) Construction and
Operations. In connection with the construction and operation of the
restaurant, Franchisee agrees to fulfill the requirements, to perform the
obligations and to observe the restrictions stated in this Section
7(b).

    


    (1) Franchisee will construct, finish
out, equip, furnish and decorate the restaurant in compliance with Company's
equipment, trade dress, information systems and signage specifications and the
construction documents Company approves in accordance with Section 7(a). After
the restaurant opens, Franchisee will not alter its furniture, fixtures,
equipment, signs or trade dress in any fashion without Company's express prior
permission.

    


    (2) Franchisee will affix to an
exterior window or display prominently on an interior wall of the restaurant a
decal or placard containing the following statement: "An Independently Owned and
Operated Franchise” and never make a statement or representation to any person
that is contrary to or inconsistent with this Agreement.

    


    (3) Franchisee will attend and send the
general manager to the Company’s training program. Franchisee and the general
manager must both complete Company's training program with a passing grade
before the restaurant may open for business.

    


    (4) As soon as Franchisee obtains a
telephone number for the restaurant, Franchisee will sign and deliver to Company
an Assignment of Telephone
Number(s) for the number in the form attached as an exhibit to this
Agreement. If the restaurant's telephone number changes during the franchise's
term, or if Franchisee adds additional lines for delivery service, a modem or
other purposes, Franchisee will promptly sign and deliver to Company a new Assignment of Telephone
Number(s) for the new or additional number(s).

    


    (5) Franchisee will open the restaurant
for business by the scheduled opening date and will operate it continuously
throughout the entire term of the franchise solely under the trademarks and
system required by Company. If the restaurant's completion is interrupted by a
natural disaster, hurricane, fire or other casualty,  labor
dispute, materials shortage or similar event over which Franchisee lacks
control, the scheduled opening date will be extended for the time reasonably
necessary to remedy the effects of the occurrence.

    


    (6) Franchisee will (i) comply with and
adhere to the policies and procedures set forth in the Operations Manual, as
revised and supplemented from time to time, (ii) follow Company procedures in
the storage, preparation, presentation and dispensing of DW product line and
authorized menu items, (iii) purchase and use fresh, processed and prepackaged
ingredients that satisfy or exceed the minimum grade or quality standards
Company from time to time specifies; (iv) purchase from Company and exclusively
use Dick’s Wing’s  brand sauces, seasonings and other proprietary
products; and (v) purchase inventory and supplies only from suppliers or
distributors  Company designates or approves from time to
time.

    


    (7) Franchisee will provide appropriate
training and supervision for all personnel employed in the restaurant to maintain
standards of prompt and courteous customer service, and instruct all employees
of the restaurant in the proper use and display of the trademarks and the
confidential handling of the trade secrets and the Operations
Manual.

    


    (8) Franchisee will ensure that all the
restaurant's employees follow Company's grooming and dress code and wear the
Dick’s Wings uniform items developed by Company.

    


    (9) Franchisee will notify Company
promptly of any change in the general manager, and send any new general manager
to attend and satisfactorily complete Company's training program (unless a new
general manager has worked as a managerial level employee of Franchisee's
restaurant for at least six months).

    


    (10) Without prior permission of the
affected employer, Franchisee will not, directly or through others, contact,
solicit or offer any inducements to any employee of Company, a Company affiliate
or another Dick’s Wings Franchisee for the purpose of persuading or attempting
to persuade the employee to accept employment by Franchisee in any
capacity.

     

    Effective:
January 1, 2009

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    (11) Franchisee will offer all foods
and beverages included on Company's standard menu, as revised from time to time,
and will not offer any foods, beverages or other merchandise that is not
included on Company's authorized restaurant merchandise list, as revised from
time to time, without Company's prior written consent.

    


    (12) Franchisee will imprint the
authorized Dick’s Wings logo on all cups, containers, bags, take out menus and
other paper goods used in the restaurant in accordance with instructions
contained in the Operations Manual, and will purchase items imprinted with the
authorized Dick’s Wings logo only from suppliers or distributors Company
designates or approves when made available by Company.

    


    (13) Franchisee will purchase as they
become available and display in the restaurant all (i) product identification
materials, (ii) point-of-purchase promotional materials, (iii) promotional
memorabilia, merchandise and prizes, and (iii) other advertising and marketing
materials Company creates or authorizes for use by restaurant operators.
Franchisee will purchase these materials from a source that Company designates
or approves.

    


    (14) At Company's request, Franchisee
will display in a prominent, accessible place a "franchise opportunity" display
furnished by Company at its expense for the purpose of increasing public
awareness of the availability of Dick’s Wings franchises.

    


    (15) Franchisee will use the marks, the
trade secrets, the Operations Manual and other copyrighted materials in strict
compliance with this Agreement and in a manner tending to promote the goodwill
and public image of the Dick’s Wings system.

    


    (16) Franchisee will follow Company
procedures in maintaining and cleaning the restaurant's equipment and fixtures,
and will maintain the customer seating, kitchen, storage and restroom areas of
the restaurant in a safe and sanitary condition at all times

    


    (17) Franchisee will maintain the
physical appearance and integrity of the restaurant in accordance with the
repair, refurbishing and remodeling standards stated in the Operations
Manual.

    


    (18) Franchisee will permit Company
representatives to conduct unannounced QSC inspections of the restaurant at any
time during normal business hours. Franchisee must promptly correct any
condition noted as "unsatisfactory" or "needs improvement" in a QSC report. A
failing score (as defined in the Operations Manual) shall be deemed a material
breach and may be deemed a default of the franchise agreement.

    


    (19) Franchisee will maintain
restaurant business hours and days of operation appropriate for the market and
facility in which the restaurant is located.

    


    (20) Franchisee will adopt and follow
Company's fiscal year for accounting purposes, (i) adopt and follow the
accounting principles, policies and practices Company prescribes, (iii) acquire,
install and use the information systems company specifies from time to time in
the Operations Manual, (iv) install and continually maintain a telephone line
for the restaurant's modem, and (v) furnish Company the additional telephone
numbers as originally assigned and as changed from time to time.

    


    (21) Franchisee will accurately
calculate and report Gross Revenues to Company at the times and through the
procedures Company from time to time specifies (including electronic means).
Franchisee acknowledges that Company may electronically poll the restaurant's
information systems to obtain gross revenues data, as well as other financial
and operating information. Franchisee agrees to maintain continual data network
access to the restaurant's information systems for use by Company.

    


    (22) At Company's request, Franchisee
will immediately furnish Company copies of all federal and state income and
sales tax returns filed by Franchisee.

     

    Effective:
January 1, 2009

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    (23) Franchisee will permit Company, at
any time during the term of the franchise and for three years after it expires
or terminates, to conduct a special audit of Franchisee's books and records
relating to the restaurant's operation. To assist Company in planning and
conducting its audit program, Franchisee expressly authorizes Company to obtain
from any vendor with which Franchisee does business copies of invoices and other
sales data related to Franchisee's account with the vendor. If an audit
establishes that Franchisee's royalty reports, advertising fee reports or profit
and loss statements have understated gross revenues for any fiscal year by more
than 3%, Franchisee shall pay the audit's cost, including the travel, fees,
wages, lodging and meal expenses of the persons who conduct the audit.
Otherwise, Company will bear the audit's entire cost. Franchisee shall promptly
pay Company any royalty and marketing fee deficiencies established by an audit,
together with interest. Franchisee must also pay interest on past-due amounts
and a $500 administrative fee.  Interest shall be 1.5% per month or
the maximum permitted by law.

    


    (24) Franchisee will maintain complete
and accurate books and records relating to the operation of the restaurant,
permit Company representatives to inspect such books and records at reasonable
times and, within 45 days after the end of each fiscal year of the restaurant,
submit to Company a balance sheet, income statement and statement of cash flow
for the year then ended. These financial statements shall disclose separately
the items specified by Company on forms it provides, and shall be prepared in
accordance with the accounting principles and practices Company prescribes. If
Franchisee is at any time required to furnish any lender, lessor, government
agency or other person audited financial statements with respect to the
restaurant, Franchisee shall concurrently furnish Company a copy of such audited
financial statements.

    


    (25)           Insurance.

    


    (i)
Franchisee will carry continuously during the term of the Agreement insurance of
the types (including worker's compensation and various special liability
coverage),
in the amounts and with the coverage the Operations Manual specifies from
time to time. Until the Operations Manual specifies otherwise, Franchisee will
carry general liability insurance with policy limits of $1,000,000 per
occurrence and $2,000,000 aggregate, and with umbrella coverage of $2,000,000;
worker’s compensation insurance, dram shop insurance and automobile insurance if
automobiles are assets of Franchisee. Each policy must (1) be obtained from an
insurance carrier that has and maintains a best's insurance reports rating of A,
Class VIII, or better; (2) name Company as an
additional insured and afford separate coverage to each named insured;
(3) provide for a deductible of not more than $500 per occurrence; (4) contain
no provision that limits or reduces Franchisee's coverage on account of a claim
against Franchisee by Company; and (5) provide for not less than 30 days' prior
notice to Company of cancellation or non-renewal.

    


    (ii)           Franchisee
shall furnish Company certificates of insurance to prove that such insurance
coverage is in effect, both prior to the opening of the restaurant and within 10
days after each policy renewal date. If Franchisee fails to maintain the
required insurance, Company may obtain coverage on Franchisee's behalf and
charge the cost to Franchisee. Franchisee agrees to reimburse Company for the
premium costs it incurs to provide such coverage, plus interest and its
expenses, within ten days after Company submits a statement for its costs.
Nothing in the section may be construed as requiring Company to furnish the
insurance for Franchisee.

    


    (26)           Indemnity.  Franchisee
will indemnify, hold harmless and timely defend Company, Company's affiliates
and their respective officers, directors, shareholders, employees, agents,
successors and assigns (collectively, "Indemnified Parties") from and against
any and all claims, demands, legal proceedings, administrative inquiries,
investigations and proceedings, damages, losses, judgments, settlements, fines,
penalties, remedial actions, costs and expenses (including attorneys' fees)
asserted against, incurred or sustained by any indemnified party, whether or not
separately insured, that arise out of or are attributable to, in any way, this
Agreement or Franchisee's operation of the restaurant.  Company may
elect (but under no circumstance will be obligated) to undertake or assume the
defense of any such claim, demand, inquiry, investigation or proceeding (an
“Indemnified Matter"), and to conduct and supervise all settlement negotiations
related to any indemnified matter. Company will pay the legal fees and other
expenses it incurs in connection with the investigation, defense and settlement
of any indemnified matter it undertakes to defend or assumes. If a proposed
settlement of any indemnified matter will result in an admission of liability or
financial contribution by Franchisee, Company will not settle the indemnified
matter without Franchisee's participation and concurrence. Otherwise, Company's
election to undertake or assume the defense or settlement of an indemnified
matter will, in no way or circumstance, extinguish or diminish Franchisee's
obligation to indemnify and hold the indemnified parties harmless.

    


    (27) Franchisee will not, without
Company's prior written consent, sell any interior or exterior sign bearing or
representing any of the trademarks, sell all or substantially all the
restaurant's assets, or assign or sublease the restaurant's premises to any
person or entity who has not agreed in accordance with this Agreement to
continue operating a “Dick’s Wings” restaurant in the premises pursuant to a
Dick’s Wings franchise agreement.

    
       

      Effective:
January 1, 2009

       

    

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    8.           Advertising and
Promotions.

    


    (a) General. Franchisee
shall conduct all local advertising and promotion in accordance with such
provisions with respect to format, content and media as are from time to time
contained in the Operations Manual. No advertising material may be used by
Franchisee without Company’s prior written approval. All advertising and
marketing materials bearing the Dick’s Wings logos must be approved by the
Company prior to any use.

    


    (b) Local Advertising.
Franchisee shall expend not less than two (2%) percent of its gross revenues
during each calendar year for local advertising relating to the
restaurant.

    


    (c) Co-op
Advertising.  Company shall have the right at any time and from
time to time to create co-op advertising regions. If and when the Company
creates a co-op advertising region for the region in which the restaurant is
located, Franchisee shall automatically become a member thereof and participate
therein. The size and content of such regions, when and if established by the
Company, shall be binding upon Franchisee and all other Franchisees similarly
situated. At all meetings of such co-op advertising region, each participating
Franchisee, and Company, will be entitled to one (1) vote for each of its
restaurants located within such co-op advertising region. Upon the approval of
at least a majority of the votes represented by all of the members of the co-op
advertising region, the co-op advertising region members may vote to require
each member to contribute up to but not greater than two (2%) percent of the
gross revenues of all member restaurants in the co-op advertising. Each
franchisee, including Franchisee, and Company, must contribute to the co-op
advertising region in accordance with the majority vote. Expenditures made by
Franchisee pursuant to the co-op advertising region program will be credited
against Franchisee’s local advertising requirement described above.

    


    (d) Telephone Numbers, Directory
Advertising and Electronic Equipment. Franchisee must, at its sole
expense, subscribe for and maintain throughout the term of the Agreement one (1)
or more telephone numbers, which must be listed in the white pages and in the
yellow pages of the telephone directory or directories servicing Franchisee’s
restaurant and any adjacent areas as Company may designate. Yellow pages
advertising must be approved by Company. Franchisee shall maintain other
telephone lines as might be required under the Operations Manual for the purpose
of maintaining such items as fax machines, POS system or internet access, and
any necessary electronic equipment as Company may require from time to time for
the efficient administration of the System. Such equipment shall be set forth in
the Operations Manual and may include, but is not limited to, POS systems,
computer equipment, printers, fax machines, cash register systems and
calculators. Company has the right to purchase a yellow pages advertisement
listing all Dick’s Wings locations in a given yellow pages directory area
(“Collective Ad”). If Company places a collective ad, Franchisee shall pay its
pro-rata share within fifteen (15) days after receiving an invoice from Company.
This fee shall be in addition to any other advertising fees.

    


    (e)  Ad Fund. The Company
may initiate an Ad Fund which shall be administratively segregates on its books
and records. Franchisee shall contribute one percent (1%) of its gross revenues
to the Ad Fund. Ad Fund revenues will be expended for national, regional, or
local advertising, public relations or promotional campaigns or programs
designed to promote and enhance the image, identity or patronage of Dick’s Wings
restaurants. Such expenditures may include, without limitation (i) to create
marketing materials relating to the Dick’s Wings franchise system and the
products restaurants sell, (ii) to pay for public relations projects intended to
enhance the goodwill and public image of the Dick’s Wings system, (iii) to
reimburse Company or its affiliates based on reasonable allocations calculated
by Company’s management; (a) for salaries and other overhead expenses that are
directly related to marketing project, and (b) for part of the cost of
establishing and maintaining a Dick’s Wings internet website and (iv) conducting
marketing studies, and the production and purchase of advertising art,
commercials, musical jingles, print advertisements, restaurant materials, media
advertising, outdoor advertising art, vehicle decals, sponsorships and direct
mail pamphlets and literature. Company has the right to determine the cost,
media, content, format, style, timing, allocation, and all other matters
relating to such advertising, public relations, and promotional campaigns.
Nothing herein shall be construed as to be required by Company to allocate or
expend Ad Fund contributions so as to benefit any particular franchisee or group
of franchisees on a pro rata or proportional basis or otherwise. Any additional
advertising shall be at the sole cost and expense of Franchisee.  Upon
written request, Company shall furnish to Franchisee within one hundred twenty
(120) days after the end of each calendar year, a report for the preceding year,
prepared and certified correct by an officer of the Company, containing the
calculations of the amount which Company actually expended during such calendar
year and the amount remaining which shall be carried over for use during the
following year(s). If less than the total of all contributions to the Ad Fund is
expended during any fiscal year, such excess may be accumulated for use during
subsequent years. If Company advances money to the Ad Fund, Company will be
entitled to be reimbursed for such advances.  Ad Fund contributions
are in addition to local advertising requirements.

     

    Effective:
January 1, 2009

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    


    (f) Promotional
Campaigns. From time to time during the term of the Agreement, Company
shall have the right to establish and conduct promotional campaigns on a
national or regional basis, which may, by way of illustration and not
limitation, promote particular products or marketing themes. Franchisee agrees
to participate in such promotional campaigns upon such terms and conditions as
Company may establish. Franchisee acknowledges and agrees that such
participation may require Franchisee to purchase advertising material, posters,
flyers, product displays, and other promotional material. Nothing herein shall
be construed to require Franchisee to charge any prices for the goods and
services offered at the restaurant other than those determined by Franchisee in
its sole and absolute discretion. Should Franchisee refuse to participate in any
promotional campaign, Franchise shall remain responsible for the payment of its
portion of the campaign.  Expenditures made by Franchisee in
promotional campaigns as described in this Section will be credited against
Franchisee’s local advertising requirement described above.

    


    (g) Internet Website.
Company may establish and maintain an internet website that provides information
about the Dick’s Wings system and DW product line. Company will have the right
to control the website's design and contents. Company may use part of the
marketing fees it collects and part of the Ad Fund revenues to pay or reimburse
itself for the costs of maintaining and updating the website. Franchisee may not
maintain a website without the written approval of Company.

    


    (h) Grand Opening
Fee.  Franchisee agrees to spend $3,000 within thirty days
after the opening of the restaurant for advertising to promote the opening of
the restaurant.  All grand opening advertising shall be subject to
Company’s approval.

    


    9.           Royalties.

    


    (a) In
consideration for Franchisee's continuing use of the trademarks and Dick’s Wings
system, Franchisee agrees to pay Company continuing royalties equal to six
percent (6%) of gross revenues.

    


    (b)  By
executing this Agreement, Franchisee authorizes Company to withdraw the royalty
fees, co-op advertising fees and Ad Fund contributions due and owing under this
Agreement via EFT from Franchisee's bank account(s) on a minimum of a monthly
basis, and a maximum of a weekly basis. Additionally, Franchisee authorizes
Company to withdraw, every three (3) months, any shortages after a
reconciliation of Franchisee’s books and records.  Franchisee
authorizes a maximum of one weekly ACH debits via EFT based on Franchisee's
gross revenues for the preceding accounting period.  In the event
Company has not received the sales report for the preceding accounting period by
the proscribed time in the form stipulated by Company, and/or  (iii)
by electronic polling, then Company shall be entitled to withdraw by EFT from
Franchisee's bank account(s) the appropriate royalty fee, co-op advertising fees
and Ad Fund contribution based on an arithmetic average of Franchisee's weekly
gross revenues reported to Company over a number of previous accounting periods
determined by Company or based on some other reasonable means of estimating
Franchisee's gross revenues.

    


    (c)  In
the event Franchisee has insufficient funds in the bank account to collect the
royalty fees, co-operative advertising fees and Ad Fund contribution due and
owing Company under this Agreement, then Franchisee authorizes Company to
withdraw moneys via EFT from Franchisees bank accounts on a daily basis until
Company has collected all monies owed by Franchisee to Company plus any costs,
fees or expenses associated with the additional EFT withdraws. Any money
collected shall be applied as follows:  first to any costs, fees or
expenses incurred by Company; second to past due balances owed by Franchisee to
Company, and third, to current moneys owed by Franchisee to Company

    


    (d)
Company has the right to require payment of the royalties, co-op advertising
fees, Ad Fund contributions or other sums owed by Franchisee to Company by some
other mode of payment, including but not limited to payment by check, money
order, certified bank checks and by some alternative mode of delivery, including
payment made via the US Mail. Company has the right to change the accounting
period and collection of fees from and between monthly, bi-weekly and weekly
upon 30 days written notice to the Franchisee.

    
       

      Effective:
January 1, 2009

       

    

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    


    (e)
Franchisee will not be entitled to withhold payment of royalties on account of
Company's breach or alleged breach of its obligations under this
Agreement.

    


    10.        Terms and
Renewal.

    


    (a) The
franchise will continue for a primary term of 10 years from and after the
effective date, subject to earlier termination.

    


    (b) If,
upon the expiration of the 10 year primary term, Franchisee is in full
compliance with Franchisee's agreements and obligations under this Agreement,
Franchisee shall have the option to renew the franchise for an additional term
of 10 years by (1) notifying Company of Franchisee's intention to renew not
earlier than 180 days nor later than 90 days before the primary term's scheduled
expiration date, (2) signing Company's then current renewal form of Franchise
Agreement (which will define Franchisee’s subsequent renewal rights), (3) sign a
general release and (4) not later than 30 days before the primary term's
scheduled expiration date, completing the remodeling, refurbishing and
modernizing of the restaurant's interior and exterior, including its furniture,
fixtures, signs, equipment, information systems and trade dress, to conform to
the standards Company then stipulates. Franchisee will not be required to pay a
renewal fee.

    


    (c)
Franchisee's failure or refusal to comply with any of the three conditions to
renewal stated in Section 10(b), each of which Franchisee acknowledges being
reasonable and material, will be interpreted as a conclusive, irrevocable
election on Franchisee's part not to renew the term of the
franchise.

    


    (d) The
relationship between Company and Franchisee during the renewal period will be
governed by the provisions of Company's then current renewal form of Franchise
Agreement, including those pertaining to royalties, advertising, competitive
protection and concept modifications. Whether or not Franchisee actually signs a
then current renewal form of Franchise Agreement, Franchisee will be
conclusively presumed to have assented to and to have agreed to be bound by its
terms by continuing to operate the restaurant for one day past the primary
term's expiration date.

    


    (e) If
Franchisee does not qualify to renew, or elects not to renew, the franchise,
Company will permit Franchisee to transfer the franchise to a qualified
purchaser in accordance with this Agreement. If in the exercise of diligent,
good faith efforts by Franchisee, the transfer cannot be completed before the
franchise's scheduled expiration date, Company will extend the franchise's term
from month-to-month for so long as Company believes that Franchisee is
continuing to make a conscientious effort to negotiate and complete a
transfer.

    


    (f) If
Franchisee does not qualify to renew, or elects not to renew, the franchise and
it therefore expires, immediately after expiration, Franchisee must comply with
the requirements of Section 16, and Company will have the rights and remedies
provided in Sections 16.

    


    11.        Use of Intellectual
Property.

    


     (a)
Trademarks and
Copyrighted Materials.  Franchisee acknowledges that Company is
authorized by law to prevent the unauthorized use of the trademarks, to control
the quality of goods and services associated with the trademarks, and to control
the copying and distribution of the copyrighted materials. Recognizing the
importance to Company and other members of the Dick’s Wings franchise system of
the protection and preservation of the trademarks and copyrighted materials,
Franchisee agrees to perform and abide by the following provisions.

    


    (1) Franchisee acknowledges that
Company is the lawful and rightful owner of each and all of the trademarks and
the copyrighted materials, that Franchisee's interest in the trademarks and the
copyrighted materials is solely that of a licensee, and that all uses of the
trademarks and the copyrighted materials by Franchisee will be attributed to
Company for purposes of trademark and copyright law. Franchisee unconditionally
disclaims any ownership interest in any of the trademarks and the copyrighted
materials.

    


    (2) Franchisee shall not use “Dick’s
Wings” or any abbreviation, acronym or variation of that word as part of the
name of any corporation, limited liability company, partnership or other
business entity in which Franchisee owns or holds an interest. However,
Franchisee may, if
required by law, file an assumed name or fictitious name certificate to the
effect that Franchisee is operating the restaurant under a trade name that
includes the “Dick’s Wings” service mark.

    
       

      Effective:
January 1, 2009

       

    

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    (3) Franchisee shall not use any of the
trademarks or the copyrighted materials in connection with the advertisement,
promotion, sale or distribution of any merchandise not listed in Company's
authorized restaurant merchandise list, or of any service not customarily
offered by restaurants. Specifically, Franchisee shall not use menus, guest
checks, carry-out containers, discount coupons, labels or other materials
bearing the Dick’s Wings trademark, service mark or logo to advertise, promote,
sell or distribute any unapproved merchandise, product or service.

    


    (4) Franchisee shall not copy,
distribute or otherwise disseminate any of the copyrighted materials in
violation of the restrictions and limitations imposed by this
Agreement.

    


    (5) Franchisee shall not use any of the
trademarks or the copyrighted materials in connection with the development or
operation of any restaurant (except the one covered by this Agreement) until
Company and Franchisee have both signed a franchise agreement for the additional
restaurant, or of any special outlet until Company has given Franchisee written
authorization to install and operate the special outlet.

    


    (6) Franchisee shall (i) adopt and use
all additional trade names, trademarks, brand names, copyrighted materials,
slogans, commercial symbols and logos Company develops from time to time, (ii)
use all the trademarks in the precise form Company prescribes, and (iii) observe
reasonable Company directions regarding the use, copying and distribution of the
copyrighted materials, the presentation of the trademarks and the manner of the
marks' display and use. Franchisee shall promptly abandon and discontinue the
use of any trademark or copyrighted materials that Company judges to be obsolete
or no longer characteristic of the image that the restaurants should project.
Franchisee shall submit to Company all paper goods, advertisements and
promotional materials not furnished by Company for its approval prior to
use.

    


    (7) Franchisee shall not use any of the
trademarks on any goods and/or for any services otherwise than in compliance
with specifications Company issues from time to time, and with such other
quality control measures that Company may adopt to promote and defend the
goodwill associated with the trademarks.

    


    (8) Franchisee shall not knowingly
permit, and shall promptly report to Company, any apparently unauthorized use of
a trademark and any apparently unauthorized use or copying of any copyrighted
materials by any person, or the use by any person of a trade name, trademark,
service mark or symbol that might be construed as an infringement of any mark or
as unfair competition or passing-off at common law, and shall actively cooperate
with the Company in the investigation of infringement claims and in discovery
and trial proceedings related to infringement actions. Company reserves the
right to make the final determination of infringement or other unlawful use, to
conduct all legal proceedings relating to the trademarks and the copyrighted
materials, and to compromise or settle all infringement claims.

    


    (9) At no time shall Franchisee make
any written or oral admission that a trademark or any of Company's copyrights is
in any way invalid or infringes the rights of any person or is open to any other
form of attack, but shall promptly notify Company of any allegation of
invalidity or infringement of which Franchisee becomes aware. Company intends to
defend its rights in the marks and the copyrighted materials vigorously, but
does not warrant to Franchisee that Company's ownership of any of them is
incontestable or that they do not infringe or conflict with the rights of any
third panty.

    


    (10) Upon the expiration or termination
of the franchise, Franchisee shall immediately discontinue all further uses of
the trademarks and copyrighted materials and shall take appropriate action to
remove the marks from the premises in which the restaurant is located, to cancel
any advertising relating to Franchisee's use of the trademarks or the
copyrighted materials, including yellow pages listings, and to cancel or
withdraw any assumed or fictitious name filings covering Franchisee's use of
Company's trade name. Franchisee acknowledges and agrees that failure or refusal
to comply fully with these requirements will constitute willful trademark and
copyright infringement.

    


    (b) The System, Trade Secrets
and Operations Manual. Franchisee acknowledges that the system and the
trade secrets belong exclusively to Company and that the ideas and information
in the operations manual are Company's sole and exclusive property. Franchisee
further acknowledges that the unauthorized disclosure or use of any confidential
element of the system, any trade secret or any other information the operations
manual contains may adversely affect the business, competitive position and
goodwill of company and its franchisees. Accordingly, Franchisee agrees to
perform and abide by the following provisions and restrictions, each of which
shall survive the expiration or termination of this Agreement and shall be
perpetually binding upon Franchisee.

     

    Effective:
January 1, 2009

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    


    (1) Franchisee shall hold the elements
of the system, the trade secrets and the contents of the operations manual in
strict confidence, shall not disclose any trade secret or any operating or
management procedure to any person or business entity other than Franchisee's
general manager and bona fide employees of the restaurant to whom such
disclosure is necessary in relation to their job duties, and shall instruct and
routinely remind Franchisee's employees that the system, the trade secrets and
the contents of the operations manual are confidential and may not be disclosed
or appropriated. If Franchisee is a corporation, it will not disclose any
element of the system, any of the trade secrets or the contents of the
operations manual, or make the operations manual available, to any shareholder,
director or officer of Franchisee other than its general manager and other
senior executive officers, if any, who are actively and regularly involved in
the restaurant's management. If Franchisee is a partnership or limited liability
company, it will not disclose any element of the system, any of the trade
secrets or the contents of the operations manual, or make the operations manual
available, to any general or limited partner or to any member of Franchisee
other than its general manager and other general partners and equity owners, if
any, who are actively and regularly involved in the restaurant's
management.

    


    (2) Franchisee shall not use any
element of the system, any of the trade secrets or the operating, management or
marketing procedures the operations manual contains in connection with the
operation of any establishment or enterprise other than the restaurant, and
shall promptly discontinue use of the system, the trade secrets and the
operating, management and marketing procedures the operations manual contains
upon the expiration or termination of the franchise.

    


    (3) Franchisee shall not, without
Company’s prior written consent, copy or permit any person to copy or reproduce
any part of the operations manual and any other printed, graphic or audio/visual
item designated by Company as containing trade secrets or otherwise permit their
use or inspection by any person other than Franchisee, the general manager, bona
fide employees of the restaurant to whom such disclosure is necessary in
relation to their job duties, and authorized Company
representatives.

    


    (4) Franchisee acknowledges and agrees
that the version of the operations manual on file in Company's offices
constitutes the standard, official version for purposes of resolving any
question or dispute concerning the operations manual's contents.

    


    (5) Franchisee shall obtain from each
of Franchisee's general managers, supervisors and managerial level employees of
the restaurant a confidentiality agreement that is valid and enforceable under
the laws of the state in which the restaurant operates and that imposes the
restrictions and limitations of this Section 11 on each such individual for the
longest period applicable law permits. Each confidentiality agreement shall be
treated as a third party beneficiary contract, for the benefit of Company, and
shall entitle Company to enforce its provisions directly against the signatory
general manager, supervisor or manager.  Franchisee hereby assigns to
Company all rights which Franchisee may have, but no obligations, to each
confidentiality agreement Franchisee enters into with its
employees.

    


    (6) Franchisee shall keep the
operations manual and any other printed, graphic or audio/visual item designated
by Company as containing trade secrets in the restaurant at all times and shall
promptly return them to Company upon the expiration or termination of the
franchise.

    


    (7) Franchisee expressly acknowledges
that all employee training materials (including video cassettes and CD-ROM
disks) and all computer programs developed by Company or in accordance with its
specifications contain information, embody procedures or facilitate business
practices that are proprietary to Company and fall within the parameters of its
trade secrets.

    


    (c) Internet Domain Name and
Intranet Network.

    


    (1) Franchisee acknowledges that
Company is the lawful, rightful and sole owner of any domain name Company may
register, and unconditionally disclaims any ownership interest in that phrase or
any colorably similar Internet domain name. Franchisee agrees not to register
any internet domain name in any class or category that contains the word Dick’s
Wings or any abbreviation, acronym or variation of that word.

     

    Effective:
January 1, 2009

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    


    (2) If and when Company develops an
Intranet network through which Company and its franchisees can communicate by
email or similar electronic means, Franchisee agrees to use the facilities of
the Dick’s Wings intranet in strict compliance with the standards, protocols and
restrictions Company includes in the operations manual. Franchisee especially
recognizes the crucial importance of not transmitting confidential information,
documents or data via the Dick’s Wings Intranet without first encrypting the
transmission with the encryption program Company adopts. Franchisee also
recognizes the importance of a user's refraining from making derogatory,
defamatory or libelous statements in an Intranet transmission.

    


    12.        Transfers.

    


    (a) Limitations on
Transfer. Franchisee acknowledges that the integrity of the Dick’s Wings
restaurant concept and the stability of the Dick’s Wings restaurant franchise
system depend on the business qualifications, financial capabilities, honesty
and integrity of Company's franchisees. Franchisee further acknowledges that
Company's lack of opportunity to evaluate and approve each potential
franchisee's qualifications and the terms of each proposed transfer could
irreparably damage the Dick’s Wings franchise system. Consequently, Franchisee
agrees not to sell, assign, transfer, give away, pledge, mortgage or otherwise
dispose of any interest in the restaurant, the franchise or Franchisee's rights
under this Agreement without Company's prior written consent. If Franchisee is a
corporation, partnership or limited liability company, any sale, transfer or
other disposition of any equity interest in Franchisee (except a limited
partnership interest) shall be considered a transfer covered by and subject to
the terms and conditions of this Section 12. Any transfer lacking Company's
prior written consent or that otherwise violates the restrictions in this
Section 12 will be ineffective against Company and will constitute a default
under Section 15.

    


    (b) Conditions to Voluntary
Transfer of Rights. Franchisee may not assign or transfer the franchise
before the restaurant opens for business under any circumstances except those
described in Section 12(f). After the restaurant opens, Company's consent to a
voluntary disposition of Franchisee's interest in the franchise or under this
Agreement will not be unreasonably withheld, provided that:

    


    (1) At the time of transfer, Franchisee
is in full compliance with Franchisee's obligations under this Agreement,
including payment of all monetary obligations due Company.

    


    (2) The proposed transfer or other
disposition involves the complete disposition of the franchise, and Franchisee
relinquishes the franchise and related rights under this Agreement in
writing.

    


    (3) Franchisee returns the operations
manual and all copyrighted materials to Company.

    


    (4) The transferee meets Company's
standards for qualifying as a new restaurant Franchisee.

    


    (5) Franchisee furnishes Company a copy
of the contract of sale, including price and payment terms, and Company has the
right to determine that the transferee will be able to satisfy any debt
obligations to Franchisee and still derive a reasonable profit from the
restaurant's operation.

    


    (6) The transferee provides Company a
forma profit and loss and cash flow projections for the 24 months following the
transfer (including provision for principal and interest on any obligations
payments to Franchisee). These projections must demonstrate to Company's
reasonable satisfaction that the transferee can operate the restaurant without
experiencing a loss or negative cash flow. If these projections, as adjusted to
take into account factors Company points out, indicate that the transferee may
experience a loss or negative cash flow, but Franchisee and the transferee
prevail upon Company to approve the transfer anyway, the transferee must waive
any claims against Company related to Company's approval of an economically
questionable transaction.

    


    (7) The transferee executes then
current forms of Franchise Agreement (which will provide for the same royalty
and marketing fee rates as those provided in this Agreement and will limit the
term of the transferee's franchise to the unexpired term of Franchisee's
franchise), Assignment of Telephone Number(s), Authorization Agreement for
Preauthorized Payments, and other collateral agreements Company may then
require.

    


    (8) The transferee provides Company a
waiver and release with respect to liability for any financial data, earnings
claims, representations and other information Franchisee or its representatives
provided the transferee.

     

    Effective:
January 1, 2009

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    


    (9) Each general partner or holder of
15% or more of the transferee's equity executes a Guaranty and Acknowledgment (a
"Guaranty”) in the form appended to this Agreement.

    


    (10) The transferee and the
transferee's general manager satisfactorily complete Company's training
program.

    


    (11) The transferee pays Company the
sum of $15,000 to cover the cost of the transferee's training and Company's
administrative, legal and other expenses in connection with the
transfer.

    


    (12)           If
Company agrees to release Franchisee or any other person from further liability
Agreement or under a Guaranty, Franchisee and each such other person must also
give an unconditional, general release of all claims they may have against
Company and its affiliates.

    


    (c) Involuntary
Transfers. No involuntary transferor partitioning of Franchisee's
interest in the franchise or under this Agreement, whether in connection with a
bankruptcy, foreclosure, divorce or other proceeding, will be effective against
Company unless and until the transferee (1) furnishes Company a signed Guaranty
under which the transferee agrees to be jointly and severally liable for the
payment of Franchisee's monetary obligations under this Agreement, whether or
not such obligations are then delinquent, (2) agrees in writing to be personally
bound by the confidentiality provisions and restrictive covenants in this
Agreement, and (3) unless the transfer encompasses Franchisee's total interest
in the franchise and under this Agreement, irrevocably designates and appoints
Franchisee to be the transferee's agent and attorney-in-fact with whom Company
may deal for all purposes expressed in or contemplated by this
Agreement.

    


    (d) Conditions to Equity
Transfer. Company will not permit the transfer of an equity interest in a
corporate, partnership or limited liability company franchisee before the
restaurant opens for business under any circumstances except those described in
Section 12(f). After the restaurant opens, Company's consent to a voluntary or
involuntary sale, assignment or transfer of an equity interest in a franchisee
that is a corporation, partnership or limited liability company will not be
unreasonably withheld, provided that:

    


    (1) At the time of transfer, Franchisee
is in full compliance with its obligations under this Agreement, including
payment of all monetary obligations due Company.

    


    (2) Each proposed transferee of a
general partnership interest in a partnership Franchisee and each proposed
transferee of a 15% or greater interest in a corporate or limited liability
company Franchisee's equity meets Company's standards for qualifying as a new
restaurant Franchisee and delivers a signed Guaranty to Company.

    


    (3) If the transfer involves 50% or
more of the equity interest in Franchisee, the transferees comply with Sections
12(b)(5), 12(b)(6), 12(b)(8), 12(b)(9) and 12(b)(10).

    


    (4) If Company agrees to release
Franchisee from further liability under this Agreement or its owners from
further liability under the Guaranty, Franchisee and each of its owners must
also give Company an unconditional general release of all claims they may have
against Company and its affiliates and subsidiaries.

    


    (e) Waiver of Interference
Claims.  Franchisee acknowledges that Company has legitimate
reasons to evaluate the qualifications of potential transferees and to analyze
and critique the terms of their purchase contracts with Franchisee. Franchisee
also acknowledges that Company's contact with potential transferees for the
purpose of protecting its business interests will not constitute improper or
unlawful conduct. Franchisee expressly authorizes Company to investigate any
potential transferee's qualifications, to analyze and critique the proposed
purchase terms with the transferee, and to withhold consent to economically
questionable transactions. Franchisee waives any claim that Company’s actions
taken in relation to a proposed transfer to protect Company’s business interests
constitutes tortuous interference with contractual or business
relationships.

    


    (f) Special
Transfers.

    


    (1) If Franchisee is an individual or
partnership who at any time advises Company that Franchisee wants to assign the
franchise to a corporation or limited liability company in which Franchisee will
own a 100% voting equity interest (and, in the case of a partnership, with share
ownership in the corporation or limited liability company apportioned
substantially the same as were the partnership interests), Company will consent
to the assignment and waive payment of a transfer fee and its right of first
refusal under Section 12(g) upon its receipt of such documentation and
information concerning the corporation or limited liability company and its
equity owners as Company may reasonably request. The required documentation will
include, without limitation, (i) a certified list of the corporation's
stockholders or beneficial owners (designating the amount and percentage of
stock or units of beneficial ownership each equity owner owns), (ii) a Guaranty
signed by each holder of I 5% or more of the corporation's equity, and (iii) an
express assumption by the corporation of Franchisee's obligations under this
Agreement.

     

    Effective:
January 1, 2009

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    


    (2) If Franchisee is a corporation,
partnership or limited liability company, Company will consent to assignments
and transfers of ownership interests among Franchisee's original stockholders,
partners or beneficial owners and waive payment of a transfer fee and its right
of first refusal under Section 12(g) upon its receipt of such documentation and
information concerning the assignment or transfer and the resulting ownership of
Franchisee as Company may reasonably request. The required documentation will
include, without limitation, a Guaranty signed by each holder of 15% or more of
a corporate or limited liability company Franchisee's stock or units of
beneficial ownership, or of a general partnership interest in a partnership
Franchisee who has not previously signed a Guaranty. If Company agrees to
release any retiring stockholder, partner or beneficial owner from further
liability under a Guaranty, the retiring stockholder, partner or beneficial
owner must also give Company an unconditional, general release of any claims the
stockholder, partner or beneficial owner may have against Company.

    


    (3) If Franchisee is an individual,
Franchisee may effect a transfer under Section 12(f)(1) and simultaneously or
later transfer a cumulative total of not more than 49% of the corporation's
capital stock or limited liability company's units of beneficial ownership to
any combination of Franchisee's spouse, natural or adopted children or an inter
vivos (lifetime) trust created for the benefit of Franchisee's spouse and/or
children. Company will consent to the transfer and waive payment of a transfer
fee and its right of first refusal under Section 12(f) upon its receipt of such
documentation and information concerning the transfer and the resulting
ownership of the Franchisee's stock or units of beneficial ownership as Company
may reasonably request. The required documentation will include, without
limitation, (i) a certified list of the corporation's equity owners (designating
the amount and percentage of stock or units of beneficial ownership each equity
owner owns), and (ii) a Guaranty signed by each holder of 15% or more of the
corporation’s equity who has not previously signed a Guaranty.

    


    (4) If Franchisee is a corporation,
partnership or limited liability company, each of Franchisee's equity owners may
transfer a cumulative total of not more than 49% of his or her ownership
interest in Franchisee to any combination of the person’s spouse,
natural or adopted children or an inter vivos trust created for the benefit of
the persons spouse and/or children. Company will consent to the transfer and
waive payment of a transfer fee and its right of first refusal under Section
12(g) upon its receipt of such documentation and information concerning the
transfer and the resulting ownership of Franchisee as Company may reasonably
request. The required documentation will include, without limitation, (i) a
certified list of the Franchisee's equity owners (designating the amount and
percentage of stock, partnership interests or units of beneficial ownership each
person owns), and (ii) a Guaranty signed by each holder of 15% or more of
Franchisee's equity who has not previously signed a Guaranty.

    


    (g) Right of First
Refusal. Notwithstanding Sections 12(b), 12(c) or 12(d), Franchisee may
not voluntarily or involuntarily transfer or otherwise dispose of any interest
in the franchise or permit the sale, assignment or transfer of a controlling
equity interest in Franchisee without first offering in writing to sell the
interest to Company upon the terms and conditions, including price and payment
terms, that are recited in a bona fide written offer the proposed seller
obtains. Franchisee must furnish Company with a copy of the written offer,
together with (1) a recent balance sheet of the Restaurant (or of Franchisee if
it is a corporation, partnership or limited liability company), (2) copies of
Franchisee's building and equipment leases, (3) a schedule of notes and trade
accounts then payable by Franchisee, and (4) copies of any other information
that Franchisee or the proposed seller furnishes to the offeror. Company shall
have 30 days following its receipt of Franchisee's written offer and related
information to accept or reject it, and at least 30 additional days to
consummate the purchase.

    


    (h) Purchase Upon Franchisee's
Death or Disability.

    


    (1) This Section 12(h) applies only if
(i) an individual Franchisee, a general partner owning a 50% or greater profits
interest in a partnership Franchisee, or a beneficial owner owning 50% or more
of the outstanding capital stock or units of beneficial ownership of a corporate
or limited liability company Franchisee dies or becomes disabled during the term
of the franchise, and (ii) the death or disability results in a change in
executive level responsibility for managing the Restaurant.

    
       

      Effective:
January 1, 2009

       

    

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    


    (2) Curing the first 120 days after the
death or disability occurs, Company will evaluate the new management's
willingness and ability to operate the Restaurant in compliance with this
Agreement. By the end of the 120-day evaluation period, Company will decide
whether the new management is qualified to manage the Restaurant and will notify
management of its decision. As conditions to continuing the franchise
relationship, each new proprietor, general partner or beneficial owner of 15% or
more of Franchisee's equity must furnish Company a signed Guaranty, and any
deficiency in Franchisee's compliance with the requirements of this Agreement
must be cured. Further, Company may require the new management to attend and
satisfactorily complete the training program provided under Section
6(a)(3).

    


    (3) If any of the conditions stated in
Section 12(h)(2) are not satisfied, or if Company decides that the new
management has not adequately demonstrated its business qualifications or
commitment to the franchise relationship, the owners of the franchise will have
120 days after delivery of Company's notice to sign a binding contract to sell
the franchise to a buyer approved by Company in accordance with, and in a
transaction structured to comply with, Section 12(b) or 12(d), whichever is
applicable. The proposed sale will be subject to Company's right of first
refusal under Section 12(g).

    


    (4) If any of the franchise's owners
fail to sign a binding contract of sale before the 120 day selling period
expires, or (i) if a contract is signed, but the proposed sale is not concluded
within 30 days after Company relinquishes its option under Section 12(g),
Company will have an additional option during the next 30 days to purchase the
interest in the franchise or in the Franchisee the deceased or disabled person
held at the date of death or disability. The purchase price for the interest
will be its fair market value, determined through negotiations or by appraisal.
Unless otherwise agreed by the parties, the purchase price will be payable in
cash at closing. If Company delivers written notice of its intention to exercise
the option within the 30-day period, the option will be considered effectively
exercised whether or not the purchase is actually consummated within the 30-day
period.

    


    (5) If the parties fail to agree on a
purchase price for the interest within 21 days after delivery of Company's
notice, and Company desires to pursue the sale, the issue will be submitted as
promptly as possible to a group of three appraisers who are experienced in
valuing similar franchises, one of whom will be selected by Company, another by
the decedent's estate, and the third by the first two appraisers. All parties
agree to submit to such appraisal proceedings, to be bound by the decision of a
majority of the appraisers and to share payment of the appraisers' fees and
expenses equally. Nothing in Section 12(h) shall be construed as to impose a
duty on Company to purchase the Restaurant from Franchisee, any of the franchise
owners or the Franchisee’s estate.

    


    (i) Notations on
Certificates. If Franchisee is a corporation, partnership or limited
liability company, or if the franchise is transferred to a corporation,
partnership or limited liability company, Franchisee agrees to cause each
certificate evidencing shares of its capital stock or units of beneficial
ownership or the partnership agreement to be imprinted with a conspicuous legend
to the affect that ownership interests in Franchisee are subject to the
provisions of this Section 12.

    


    (j) Ownership Reports. To
assist Company in determining and enforcing its rights under this Section 12,
Franchisee agrees to submit to Company on or within 15 days prior to December 21
of each year a written and verified list of the name and address of each person
who owns an equity interest in Franchisee, designating the amount and percentage
of equity interest each such person owns.

    


    (k) Assignment by
Company. Company may assign this Agreement and its rights and obligations
as Company of the Dick’s Wings franchise system.  Nothing in this
Agreement will be interpreted to place any restrictions on the issuance, sale or
transfer of any shares of Company's capital stock.

    


    13.        Interest on Delinquent
Accounts. If Franchisee fails to make any royalty, marketing fee, General
Marketing Fund contribution or trade account payment to Company within five
business days after it is due, the amount payable will bear interest from the
date it became due through the date of payment at the lesser of (i) 1.5%, or
(ii) the highest lawful rate of interest permitted by applicable Florida and
federal law. Nothing in this Agreement shall obligate Franchisee or any
guarantor of Franchisee's obligations to pay, or entitle Company to collect interest
in excess of the maximum rate applicable law permits. If, for any reason,
Company charges or receives interest in excess of the maximum rate permitted by
applicable law, the excess shall be applied as a payment against the principal
amount of Franchisee's other obligations under this Agreement. If no other
obligations are due, Company shall promptly refund the excess payment to the
party that paid it.  Franchisee shall be responsible for all costs of
collection, including attorney fees.

     

    Effective:
January 1, 2009

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    


    14.        Restaurant
Relocation.

    


    (a) If
the lease for the Restaurant expires or is terminated before the end of the
franchise's term, Franchisee may move the Restaurant to another location chosen
in accordance with the site selection procedure. The new location (i) must be in
the original Restaurant's general trade area (as determined by Company in its
sole judgment), and (ii) may in no case infringe another Restaurant's protected
Trade Area. When Company approves the location for the new Restaurant, Company
will prepare a new Exhibit A to this Agreement that describes the new
Restaurant’s Trade Area. The new Exhibit A will replace the Exhibit A attached
to this Agreement for all purposes of this Agreement, including that of
identifying the area in which Franchisee will enjoy competitive protection
pursuant to Section 4.

    


    (b) If
Franchisee loses possession of the original Restaurant's premises because the
lease expired by its terms, or on account of condemnation or eminent domain
proceedings, or as the result of a default termination, Franchisee must initiate
the relocation procedure in time to lease, build-cut and open the new Restaurant
for business within 60 days after the original Restaurant closes. If
Franchisee's lease is terminated on account of a fire or other casualty,
Franchisee must initiate the relocation within 90 days after the original
Restaurant closes.

    


    15.        Termination.

    


    (a) Termination without
cause.  Franchisee may not be terminated without
cause.

    


    (b) Termination with
cause.  The following are Events of Default which Franchisee
will have opportunity to cure and the applicable remedy for the Default. Should Franchisee fail to cure
within the specified time period, the Franchise will terminate without further
notice.

    


    (1) Franchisee fails to fulfill any
requirement or to perform any obligation set forth in Section 8 with respect to
advertising and promotions (other than a failure to make marketing fee or
General Marketing Fund contributions. REMEDY - Franchisee must correct the
failure or breach within 30 days after Company gives Franchisee written notice
specifying the default.

    


    (2) Franchisee attempts to hire an
employee of Company or another franchisee in violation of Section 7(b)(10) fails
or refuses to honor a request for indemnification, breaches any covenant or
obligation set forth in Sections 11, or otherwise makes any unauthorized use of
a Mark, an item of Copyrighted Materials or an element of the System. REMEDY -
The breaching party must remedy the breach, honor the request or permanently
cease the unauthorized use within 10 days after Company makes written demand
upon Franchisee to take specified curative action.

    


    (3) Franchisee asserts a claim to the
Dick’s Wings domain name, any Mark, any item of Copyrighted Materials or any
element of the System adverse to Company's interests. REMEDY -Franchisee must
unconditionally withdraw the claim within 10 days after Company makes written
demand that Franchisee do so.

    


    (4) The lease for the Restaurant
expires or is terminated and Franchisee fails to relocate the Restaurant in
accordance with Section 14. REMEDY - Franchisee must reopen the Restaurant in
another approved location within 15 days after Company makes written demand that
Franchisee do so.

    


    (5) Franchisee knowingly engages in any
activity or business practice that Company reasonably considers detrimental to
the goodwill and public image of the Dick’s Wings franchise system. REMEDY -
Franchisee must permanently cease the activity or business practice within 10
days after Company makes written demand upon Franchisee to cease any activity
specified in the notice.

    


    (6) Franchisee fails to satisfy any
judgment against Franchisee within thirty (30) days after the judgment is
entered and becomes final.  REMEDY - Franchisee must correct the
failure within 30 days after Company gives Franchisee written notice specifying
the default.

     

    Effective:
January 1, 2009

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    


    (7) Franchisee fails to comply with any
subsection of Section 7 not listed more fully in this section.  REMEDY
- Franchisee must correct the failure or breach within 30 days after Company
gives Franchisee written notice specifying the default.

    


    (8) Franchisee commits acts which may
or do constitute endangerment of Public Health or Safety but which do not
constitute serious bodily injury or death.  REMEDY - Franchisee must
correct the problem within 5 days after Company gives Franchisee written notice
specifying the default.  If deemed necessary by Company, Franchisee
must close the Restaurant until such corrections are made.

    


    (9) Franchisee commits any act under
the contract, which is not specifically address, which constitutes a breach of
this franchise agreement.  REMEDY - Franchisee must correct the
failure or breach within 30 days after Company gives Franchisee written notice
specifying the default.

    


    (c)
Following are Events of Default that Franchisee can cure only by taking
voluntarily remedial action of the indicated character before Company gives
Franchisee notice of termination or, with respect to subsection (2) below, a
transfer occurs.

    


    (1) Franchisee fails to pay in full
when due any royalty, marketing fee payment, General Marketing Fund contribution
or any amount payable to Company or its affiliates. ACTION - Franchisee must
make payment in full, with interest as provided in Section 13, within 10 days
after Company gives Franchisee written notice.

    


    (2) Franchisee or any other person
bound under Section 22 either (i) fails to observe or comply with the
requirements of Section 12 in connection with any sale, assignment or transfer,
or (ii) makes a material representation in any transfer request or document in
support of a transfer request. ACTION - Franchisee must correct all elements of
non-compliance, including misrepresentations, before the sale, assignment or
transfer is completed (including correction of misrepresentations in time for
Company to have a reasonable opportunity to consider and act on the corrected
information) within 30 days after Company gives Franchisee written
notice.

    


    (d) Following are Events of
Default that are irreversible and cannot be cured; Franchisee will have no
opportunity to cure these Events of Default.

    


    (1) Franchisee or any other person
bound under Section 22 breaches the non-competition covenant, confidentiality
agreement or the covenants concerning use of the System, the Operations Manual
or the Dick’s Wings System, Company may terminate this Agreement immediately,
effective without notice to Franchisee under this subsection.

    


    (2) Franchisee improperly sells the
Restaurant's assets, transfers possession of its premises or abandons the
Restaurant. (Franchisee will be conclusively presumed to have abandoned the
Restaurant if Franchisee fails to open it for retail trade during normal
business hours on more than three consecutive days or on more than four of any
10 consecutive days, in either case excluding periods the Restaurant is
undergoing major renovations or remodeling in accordance with a schedule
Franchisee has worked out with Company.)  Company may terminate this
Agreement immediately, effective without notice to Franchisee under this
subsection.

    


    (3) Franchisee or any other person
bound under Section 22, tampers with or disables the Restaurant's Information
Systems or Company's ability to access them, or refuses to permit Company to
conduct a QSC inspection, an audit, a financial records inspection or to
electronically poll the Restaurant's information Systems.  Company may
terminate this Agreement immediately, effective without notice to Franchisee
under this subsection

    


    (4) Franchisee intentionally revokes
the direct debit authorization agreement, or closes the account to which the
authorization agreement applies without first having established another royalty
payment account and having signed and delivered to Company a new Authorization
Agreement for Preauthorized Payments on a form acceptable to Company and its
bank.  Company may terminate this Agreement immediately, effective
without notice to Franchisee under this subsection

    


    (5) Company decides not to exercise the
additional option provided Section 12 with respect to the sale of the franchise
by a deceased Franchisee's heirs.  Company may terminate this
Agreement immediately, effective with notice to Franchisee under this
subsection.

     

    Effective:
January 1, 2009

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    


    (6) Franchisee and/or any person bound
under Section 22 commits or allows to occur three or more Events of Default in
any 12-month period, whether or not the Events of Default are related types of
default and whether or not they are cured.  Company may terminate this
Agreement immediately, effective with notice to Franchisee under this
subsection.

    


    (7) Franchisee or any guarantor of
Franchisee's monetary obligations to Company becomes insolvent, admits in
writing the inability to pay the monetary obligations of Franchisee or the
guarantor as they mature, is adjudicated a bankrupt, voluntarily files a
petition for liquidation or reorganization under any provision of the United
States Bankruptcy Code, makes an assignment for the benefit of creditors or
takes any other action pursuant to any federal or state insolvency
statute.  Company may terminate this Agreement immediately without
notice to Franchisee under this subsection.

    


    (8) A receiver or trustee is appointed
for all or a substantial part of Franchisee's assets, or a judgment for an
amount in excess of $5,000 is entered against Franchisee that Franchisee does
not pay or cannot stay within 30 days after the judgment is
entered.  Company may terminate this Agreement immediately, effective
without notice to Franchisee under this subsection.

    


    (9) Franchisee is convicted of a
felony, a crime involving moral turpitude, or any other crime or offense that
Company believes is reasonably likely to have an adverse effect of the System,
the Proprietary Marks, the goodwill associated therewith, or Company’s interest
therein.  Company may terminate this Agreement immediately, effective
without notice to Franchisee under this subsection.

    


    (10) Franchisee falsifies any report
required to be furnished to Company or has a discrepancy in Gross Revenues as
reported to Company of 7% or more.  Company may terminate this
Agreement immediately, effective with notice to Franchisee under this
subsection

    


    (11) Franchisee engages in material
dishonesty or fraudulent misrepresentation in the procurement or operation of
the Restaurant.  Company may terminate this Agreement immediately,
effective with notice to Franchisee under this subsection

    


    (12) Franchisee commits acts which may
or do constitute a serious endangerment of Public Health or
Safety.  Company may terminate this Agreement immediately, effective
without notice to Franchisee under this subsection.

    


    16.        Termination; Other
Remedies.

    


    (a) If
Franchisee commits or allows an Event of Default to occur and does not cure it
before the related remedial period, if any, expires, Company has the right to
terminate the franchise and Franchisee's rights under this Agreement or compel
Franchisee to sell the Restaurant in accordance with Section 16(d). Upon
termination or expiration of the franchise, Franchisee’s right and privilege to
use the Marks, the Copyrighted Materials, the Trade Secrets and all components
of the Operations Manual shall absolutely and unconditionally cease. Franchisee
shall immediately:

    


    (1) discontinue use of the Marks, the
Copyrighted Materials, the System and the Trade

    Secrets;

    


    (2) return to Company the entire
Operations Manual and any other printed, graphic or audio-visual item designated
by Company as containing Trade Secrets;

    


    (3) remove from the Restaurant's
premises all interior and exterior Dick’s Wings signs and other uses of the
Marks; and

    


    (4) alter the Restaurant's interior to
remove all Trade Dress items and otherwise eliminate the distinctive features of
the Restaurant concept.

    
       

      Effective:
January 1, 2009

       

    

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    


    (b) Upon
the franchise's termination or expiration, Company may immediately file with
Franchisee's local telephone company all Assignments of Telephone Number(s) that
Franchisee provided Company, and may instruct the telephone company to transfer
use and control of the Restaurant's telephone number(s) to Company or its
designee. Franchisee irrevocably constitutes and appoints Company and its
designees as Franchisee's agent and attorney in fact to affect the transfer of
the Restaurant's telephone number(s), including authority to execute and deliver
on Franchisee's behalf any Transfer of Service Agreement the telephone company
requires, and to revoke any call-forwarding or similar instructions Franchisee
has given the telephone company. Company shall have no liability to Franchisee
on account of or arising from any action it authorizes or takes to affect the
transfer of the Restaurant's telephone number(s) in accordance with this Section
16(b). In addition, Company shall be entitled to injunctive or similar relief,
without bond, against Franchisee and any other person bound under Section 22 to
enforce compliance with these requirements.

    


    (c) If
Franchisee does not comply with the requirements of Section 16(a) within seven
days after the franchise's termination or expiration, Company may, at
Franchisee's expense, enter the Restaurant's premises and effect Franchisee's
compliance with all of that Section's requirements, including removal and
storage of Franchisee's signs, and alteration or removal and storage of Trade
Dress items. Franchisee irrevocably constitutes and appoints Company and its
designees as Franchisee's agent and attorney-in-fact to effect compliance with
Section 16(a)'s requirements, and Company shall have no liability to Franchisee,
in trespass or otherwise, on account of or arising from any action it authorizes
or takes to effect Franchisee's compliance. In addition, Company shall be
entitled to injunctive or similar relief, without bond, against Franchisee and
any other person bound under Section 22 to enforce compliance with these
requirements.

    


    (d) In
lieu of immediately terminating the franchise in accordance with Section 16(a),
Company may order Franchisee to sell the Restaurant and transfer Franchisee's
rights under this Agreement to a purchaser designated by or acceptable to
Company. After Company orders Franchisee to sell the Restaurant, Franchisee
shall have no further right or opportunity to remedy a default or to reinstate
Franchisee's right to continue operating the Restaurant. Except for Company's
right to approve a proposed purchaser's financial and business qualifications
and to ensure that all royalties, marketing fees and other amounts due Company
are paid at the closing of the sale, Franchisee shall be entitled to establish
and negotiate the terms of sale. If Franchisee does not negotiate definitive
terms of sale with a qualified purchaser, either designated by Company or
located by Franchisee and approved by Company, within 90 days after Franchisee
receives Company's demand to sell, or does not consummate the sale within 45
days after negotiations are completed, Company may terminate the franchise under
Section 16(a) without further notice.

    


    (e)  In
addition to the preceding rights and remedies, Company may notify each
distributor of Dick’s Wings brand products and merchandise that Franchisee is no
longer authorized to purchase these items or any paper goods imprinted with any
of the Marks, and that sales of such merchandise to Franchisee must therefore be
discontinued until further notice from Company.

    


    (f)  In
addition to the preceding rights and remedies, Company may recover all
royalties, marketing fees, General Marketing Fund contributions and trade
obligations due Company, plus interest under Section 13, with or without
terminating the franchise. If any such obligation is referred to an attorney for
collection or is collected in whole or in part through a judicial proceeding,
Franchisee agrees to pay Company's reasonable attorneys' fees and costs of
collection, plus a reasonable charge for the staff and administrative time
Company expends to enforce its claims.

    


    (g) In
addition to the preceding rights and remedies, Company may cancel Franchisee's
account on the Dick’s Wings Intranet network and deny Franchisee further access
to communication via the Intranet, with or without terminating the
franchise.

    


    (h) In
addition to the preceding rights and remedies, Company may obtain injunctive
relief, without bond, against Franchisee and/or any other person bound under
Section 22 restraining the unauthorized or volatile use of any Mark, item of
Copyrighted Materials or Trade Secret, with or without terminating the
franchise.

    


    (i) In
addition to the preceding rights and remedies, Company may recover damages from
Franchisee and any other person bound under Section 22 for the unauthorized use
of any Mark and/or Trade Secret or the unauthorized use, copying or distribution
of any item of Copyrighted Materials, and for any loss of customer or future
Franchisee goodwill in the Restaurant's Trade Area.

     

    Effective:
January 1, 2009

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    


    (h) In
addition to the preceding rights and remedies, Company shall have an option (but
no obligation) to purchase all or any part of the Restaurant's signs, equipment,
fixtures and useable inventory from Franchisee for 60 days after the franchise
expires or is terminated. The purchase price for signs and equipment will equal
their net book value (cost, less depreciation) or fair market value, whichever
is lower; the purchase price for useable inventory will equal its invoiced cost
to Franchisee. The purchase price will be payable in cash (except that Company
may assume any note or lease covering signs, equipment or fixtures). Franchisee
agrees to provide Company the information necessary to establish the purchase
price, to sign and deliver to Company a bill of sale or an assignment of lease,
and otherwise to cooperate with Company in its taking title to and delivery of
the items Company purchases. If Franchisee fails or refuses to comply with its
obligations under this Section during the option period, Company's option will
be extended until 15 days after Franchisee complies.

    


    NOTE:   
Termination of the franchise shall ordinarily become effective upon Company’s
delivery of written notice of termination to Franchisee. However; if (1) an
Event of Default occurs, and (2) before Company delivers notice of default
and/or notice of termination, a voluntary or involuntary petition is filed under
any chapter of the United States Bankruptcy Code by, on behalf of; or against
Franchisee, and (3) the Event of Default remains unremedied at the time the
bankruptcy or reorganization petition is filed, no notice of default or
termination shall be required. Instead, if Franchisee files a voluntary petition
for liquidation or reorganization under the United States Bankruptcy Code,
termination shall automatically become effective the instant a petition is
signed by or on behalf of Franchisee. If an involuntary petition is filed,
termination shall automatically become effective the instant the petition is
submitted to the clerk of the Bankruptcy Court for filing.

    


    17.        Liquidated
Damages.

    


    (a) If
after: (1) the expiration of the franchise, or (2) the termination of the
franchise by Company, Franchisee continues to use any of the Marks or element of
the System in connection with the continued operation of the Restaurant or
otherwise, then, in addition to any other remedies available to Company at law
or in equity, Company shall be entitled to collect from Franchisee, and
Franchisee agrees to pay a weekly royalty for such use of the Marks and/or the
System equal to 150% of the royalties that Franchisee would otherwise have been
obligated to pay pursuant to this agreement. Franchisee shall pay to Company in
addition to any amounts found to be due and owing, all expenses incurred by
Company as a result of any such default, including reasonable attorneys'
fees.  Such termination, however, shall not affect the obligation of
Franchisee hereunder to take action or abstain from taking action after the
termination hereof.

    


    (b) If
Franchisee unilaterally repudiates and surrenders the franchise before the
expiration of its term and, within 24 months after the date of termination,
directly or indirectly commences operation of a quick service food business that
serves chicken-wings, chicken and hamburgers as primary menu items, then, in
addition to any other remedies available to Company at law or in equity, Company
shall be entitled to receive throughout the entire remaining term of the
franchise, and Franchisee agrees to pay, a weekly fee equal to 10% of the
competing operation's revenues, measured in accordance with the definition of
Gross Revenues. Franchisee shall pay to Company in addition to any amounts found
to be due and owing, all expenses incurred by Company as a result of any such
default, including reasonable attorneys' fees.  Such termination,
however, shall not affect the obligation of Franchisee hereunder to take action
or abstain from taking action after the termination hereof.

    


    (c) If
Franchisee directly or indirectly opens or participates in the ownership or
operation of a business in violation of the covenant not to compete, then, in
addition to any other remedies available to Company at law or in equity, Company
shall be entitled to receive throughout the term of the covenant, and Franchisee
agrees to pay, a weekly fee equal to 10% of the competing operation's revenues,
measured in accordance with the definition of Gross Revenues.. Franchisee shall
pay to Company in addition to any amounts found to be due and owing, all
expenses incurred by Company as a result of any such default, including
reasonable attorneys' fees.  Such termination, however, shall not
affect the obligation of Franchisee hereunder to take action or abstain from
taking action after the termination hereof.

    


    (d) If
Franchisee disposes of the Restaurant's operating assets or premises in
violation of Section 7 and the purchaser refuses to sign a Franchise Agreement
for the continued operation of the Restaurant as a Dick’s Wings Restaurant,
then, in addition to any other remedies available to Company at law or in
equity, Company shall be entitled to receive, and Franchisee agrees to pay, a
sum equal to the royalties Company would otherwise have received during the
remaining term of the franchise, discounted to present value. In calculating the
royalties Company would otherwise have received, Franchisee will be deemed to
have earned annual Gross Revenues for the balance of the franchise term equal to
average of the Restaurant's Gross Revenues for the 24 months (or actual average,
if the Restaurant is open less than 24 months) preceding the date on which the
volatile disposition occurs.  Franchisee shall pay to Company in
addition to any amounts found to be due and owing, all expenses incurred by
Company as a result of any such default, including reasonable attorneys'
fees.  Such termination, however, shall not affect the obligation of
Franchisee hereunder to take action or abstain from taking action after the
termination hereof.

    
       

      Effective:
January 1, 2009

       

    

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    


    (e) If
Franchisee’s Restaurant closes as a Dick’s Wings for any reason, without the
written consent of Company, Franchisee shall promptly pay all sums owing to
Company and its subsidiaries and affiliates.  Franchisee shall pay
damages for the right to receive the royalty fees for each year or portion
thereof remaining in the original term of this agreement, together with any
other damages suffered by Company as a result of such default, and Franchisee
shall have no further claim hereunder.  The damages for royalties due
during the remainder of the original term of this agreement shall be calculated
by averaging the last 24 months (or actual average, if the Restaurant is open
less than 24 months) of all fees paid by Franchisee times the number of years
remaining in the term, as calculated from the effective date of this agreement,
and discounted to present value.  Franchisee shall pay to Company in
addition to any amounts found to be due and owing, all expenses incurred by
Company as a result of any such default, including reasonable attorneys'
fees.  Such termination, however, shall not affect the obligation of
Franchisee hereunder to take action or abstain from taking action after the
termination hereof.

    


    18.        Covenants Against
Competition.

    


    (a) In
consideration of Company's providing operations and management training to
Franchisee and disclosing to Franchisee the System and other Trade Secrets,
Franchisee covenants and agrees that, during the term of the franchise and for
three years after its expiration or termination, Franchisee will not own or
operate, directly or indirectly, or accept employment by or hold an interest in
any full service food business that serves chicken-wings, chicken, hamburgers
and/or other similar products of the Company as a menu item, except as a
franchisee of Company.

    


    (b)  During
the term of the franchise, Franchisee's covenant not to compete will apply
universally; for the three-year period after the franchise expires or is
terminated, Franchisee's covenant will apply a three mile radius around which
the Restaurant is located and a three mile radius around which any Company-owned
or franchised Restaurant (including both Dick’s Wings Express and Dick’s Wings
& Grille) is then operating or under development. For purposes of
calculating the duration of the three-year period, any time during which
Franchisee is in violation or breach of the covenant shall be
excluded.

    


    (c)
Franchisee acknowledges that Franchisee's covenant not to compete is reasonable
and necessary to protect the business and goodwill of the Dick’s Wings franchise
system and to avoid misappropriation or other unauthorized use of the System and
Company's other Trade Secrets.

    


    (d)  Franchisee
acknowledges and confirms that Franchisee possesses the education, experience
necessary to earn a reasonable livelihood apart from operating a business that
serves chicken-wings, chicken, hamburgers and/or other similar products of
Company’s as its principal product.

    


    19.        Partial
Invalidity.

    


    The
provisions of this Agreement are severable, and if any provision is held
illegal, invalid or unenforceable, the holding shall not affect the legality,
validity or enforceability of any other provision. Any illegal, invalid or
unenforceable provision shall be reformed to the minimum extent necessary to
render it legal, valid and enforceable and, as so reformed, shall continue in
full force and effect.

    


    20.        Notices.

    


    All
notices or demands required or permitted under this Agreement shall be in
writing and shall be deemed delivered when deposited with the United States
Postal Service, first class postage prepaid, certified or registered mail,
return receipt requested, addressed, if to Company, to:

    


    President

    American
Restaurant Concepts

    14476
Duval Place West

    Suite
103

    Jacksonville,
FL  32218

    
       

      Effective:
January 1, 2009

       

    

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

    


    and if to
Franchisee, to

    


    
      

    

     

    
      

    

     

    Either
party may at any time change the address to which notices are to be sent by
giving the other at least 10 days' prior notice.

    


    21.        Status of
Parties.

    


    This
Agreement is not intended to create, and shall not be interpreted or construed
as creating a partnership, joint venture, agency, employment, personal services
or similar relationship between Company and Franchisee, and no representation to
the contrary shall be binding upon Company.

    


    22.        Binding Effect.

    


    This
Agreement shall be binding upon and inure to the benefit of Company and
Franchisee and their respective successors, assigns, executors, heirs and
personal representatives. If Franchisee is, or subsequently transfers the
franchise to, a corporation, partnership or limited liability company, each
holder of 15% or more of Franchisee's capital stock or units of beneficial
ownership, and each general partner of Franchisee shall also be personally and
individually bound by the provisions of Sections 7, 11,12, 18 and 23 of this
Agreement.

    


    23.        Law Governing; Dispute
Resolution.

    


    (a) Law and Venue. Except
as otherwise stipulated, or unless expressly prohibited by the franchising
statutes of the state in which the Restaurant is located, this agreement shall
for all purposes be governed by and interpreted and enforced in accordance with
the laws of the state of Florida, except that its choice of law and conflict of
law rules shall not apply.  The parties agree that any action brought
by either party against the other in any court, whether federal or state, must
be instituted and prosecuted in either the state or federal courts located in
Duval County, Florida and do hereby waive all objections to personal
jurisdiction or venue for the purpose of carrying out this
provision.

    


    (b) Arbitration. Any
controversy or dispute arising out of, or relating to the Franchise or the
Franchise Agreement, whether in contract or in tort, including, but not limited
to, any claim by Franchisee, or any person in privity with or claiming through,
on behalf of or in the right of Franchisee, concerning the entry into,
performance under or termination of, the Franchise Agreement or any other
agreement entered into by Company, or its subsidiaries or affiliates, and
Franchisee, any claim against a past or present employee, officer, director or
agent of Company; any claim of breach of the Franchise Agreement; and any claims
arising under state or federal laws, shall be submitted to arbitration, upon
petition, for final and binding arbitration and as the sole and exclusive remedy
for any such controversy or dispute.  The parties further agree that
upon petition for and submission to arbitration, the following must apply: 1.The
arbitration shall be held in Duval County, Florida; 2.The Federal Rules of Civil
Procedures and the Federal Rules of Evidence shall be strictly applied by the
arbitrators, and the arbitrators shall be bound by existing Florida statutory
and case law; 3. Unless such a limitation is prohibited by applicable law, the
arbitrators shall have no authority to award punitive, exemplary, special,
incidental or indirect damages; and 4.The award or decision by the arbitrator
shall be final and binding on the parties, except that either party may within
thirty (30) days of such award or decision appeal the same to any court having
subject matter jurisdiction in the state where the arbitration took place,
utilizing the standard of review that would be utilized by an appellate court in
reviewing a similar award or decision issued in a trial court;  5.
Each party shall have the right to seek from an appropriate court equitable
remedies including, but not limited to, temporary restraining orders or
preliminary injunctions before, during or after arbitration.  Neither
party need await the outcome of the arbitration before seeking equitable
remedies. Seeking of such remedies shall not be deemed to be a waiver of either
party's right to compel arbitration; 6. No arbitration under the Franchise
Agreement shall include, by consolidation, joinder or in any other manner, any
person other than the Franchisee and Company and any person in privity with or
claiming through, in the right of or on behalf of Franchisee or Company, unless
both parties consent in writing.

    
       

      Effective:
January 1, 2009

       

    

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    


    (c) Disputes Not Subject To
Arbitration. Notwithstanding the above, nothing in this provision shall
limit Company’s right to seek relief in a court of law relating to or regarding
the use or validity of the Trademarks, trademark infringement, restrictive
covenants and disclosure of confidential information. The parties specifically
agree that Company shall be entitled to seek injunctive relief, without bond, in
these matters. The parties further agree each party hereby irrevocably waives
any right it may have to a trial by jury.  Any party may file an
original counterpart or a copy of the Franchise Agreement with any court as
written evidence of consent of the parties hereto of the waiver of their right
to trial by jury.  Neither party has made or relied upon any oral
representations to or by the other party regarding the enforceability of the
provision.  Each party has read and understands the effect of this
jury waiver provision. Company shall not be obligated to arbitrate any claim
arising from Franchisee's alleged infringement of the Marks or the Copyrighted
Materials, or other alleged misappropriation of Company's intellectual property.
The parties agree that any action based on infringement of any of the Marks or
Copyrighted Materials, or misappropriation of Company's other intellectual
property shall be governed by and interpreted and enforced in accordance with
the United States Trademark (Lanham) Act or the United States Copyright Act
(whichever applies to the particular action), and shall be litigated in any
federal District Court sitting in Duval County, Florida. The parties further
agree to submit to the jurisdiction and venue of any such federal District Court
and that service of process by certified mail, return receipt requested, shall
be sufficient to confer in personam jurisdiction over them in connection with
any intellectual property litigation.

    


    24.        Condition
Precedent.

    


    If
Franchisee is a corporation, partnership or limited liability company, this
Agreement will not be binding on Company and no franchise will be granted unless
and until each holder of 15% or more of Franchisee's capita stocker units of
beneficial ownership, or each general partner of Franchisee executes and
delivers a Guaranty and Acknowledgment in the form appended to this
Agreement.

    


    25.        Miscellaneous.

    


    (a) The
term "Franchisee" includes the plural as well as the singular, the masculine and
feminine genders and corporations, partnerships, limited liability companies and
other business entities, as well as individuals.

    


    (b)
Except as provided otherwise, this Agreement may not be amended, modified or
rescinded, or any performance requirement waived, except by a written document
signed by Company and Franchisee. The parties expressly agree that this
Agreement may not be amended or modified, or any performance standard changed,
by course of dealing or inference from a party's conduct. This provision does
not apply to changes in the Operations Manual, which Company may modify
unilaterally.

    


    26.        Acknowledgments.

    


    (A)
FRANCHISEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, TOGETHER WITH ANY DULY
EXECUTED AMENDMENT OR ADDENDUM ATTACHED TO THIS AGREEMENT, CONTAINS THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO FRANCHISEE'S FRANCHISE FOR THE
RESTAURANT, AND THAT IT SUPERSEDES ANY PRIOR OR CONTEMPORANEOUS AGREEMENTS
BETWEEN THE PARTIES, WRITTEN OR ORAL, WITH RESPECT TO THE FRANCHISE FOR THE
RESTAURANT.

    


    (B)
FRANCHISEE CONFIRMS AND ACKNOWLEDGES THAT NO WRITTEN OR ORAL AGREEMENTS,
PROMISES, COMMITMENTS, UNDERTAKINGS OR UNDERSTANDINGS WERE MADE TO OR WITH
FRANCHISEE THAT ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT AND ANY DULY
EXECUTED AMENDMENT OR ADDENDUM ATTACHED TO THIS AGREEMENT.

    


    (C)
FRANCHISEE CONFIRMS AND ACKNOWLEDGES THAT NO PERSON REPRESENTING COMPANY MADE
ANY ORAL, WRITTEN OR VISUAL CLAIM, PRESENTATION OR REPRESENTATION TO FRANCHISEE
THAT STATED OR SUGGESTED THAT FRANCHISEE'S RESTAURANTMIGHT ATTAIN ANY ACTUAL,
PROJECTED OR FORECASTED LEVEL OF SALES, INCOME OR PROFITS.

    


    (D)
FRANCHISEE CONFIRMS AND ACKNOWLEDGES THAT NO REPRESENTATION, WARRANTY, GUARANTY
OR PROMISE OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE
FRANCHISE DISCLOSURE DOCUMENT COMPANY DELIVERED TO FRANCHISEE WAS MADE BY
COMPANY OR ANY OTHER PERSON TO INDUCE FRANCHISEE TO SIGN THIS AGREEMENT.
FRANCHISEE RECOGNIZES THAT NEITHER COMPANY NOR ANY OTHER PARTY CAN GUARANTEE
FRANCHISEE'S BUSINESS SUCCESS OR STATE THE EXACT COSTS OF OPENING AND OPERATING
A RESTAURANT, AND THAT SUCH SUCCESS AND COSTS WILL DEPEND PRIMARILY UPON
FRANCHISEE'S OWN EFFORTS AND BUSINESS ABILITY. FRANCHISEE ALSO RECOGNIZES THAT
ANY NEW BUSINESS VENTURE IS SPECULATIVE.

    
       

      Effective:
January 1, 2009

       

    

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    


    (E)
FRANCHISEE ACKNOWLEDGES THAT NO DOCUMENT SECTION 25(B) REQUIRES WILL BE BINDING
ON COMPANY UNLESS ITS PRESIDENT SIGNS IT ON COMPANY’S BEHALF.

    


    (F)
FRANCHISEE ACKNOWLEDGES THAT IT HAS CONDUCTED AN INDEPENDENT INVESTIGATION OF
THE RESTAURANT, AND RECOGNIZES THAT THE BUSINESS VENTURE CONTEMPLATED BY THIS
AGREEMENT INVOLVES BUSINESS RISKS AND THAT ITS SUCCESS WILL BE LARGELY DEPENDENT
UPON THE ABILITY OF THE FRANCHISEE AS AN INDEPENDENT
BUSINESSPERSON.   COMPANY EXPRESSLY DISCLAIMS THE MAKING OF, AND
FRANCHISEE ACKNOWLEDGES THAT IT HAS NOT RECEIVED, ANY WARRANTY OR GUARANTEE,
EXPRESS OR IMPLIED, AS TO THE POTENTIAL VOLUME, PROFITS, OR SUCCESS OF THE
BUSINESS VENTURE CONTEMPLATED BY THIS AGREEMENT.

    


    (G)
FRANCHISEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THIS AGREEMENT, THE
ATTACHMENTS HERETO, AND AGREEMENTS RELATING THERETO, IF ANY, AND THAT COMPANY
HAS ACCORDED FRANCHISEE AMPLE TIME AND OPPORTUNITY TO CONSULT WITH
ATTORNEYS OF FRANCHISEE'S OWN CHOOSING ABOUT THE POTENTIAL BENEFITS AND
RISKS OF ENTERING INTO THIS AGREEMENT.

    


    (H)
FRANCHISEE ACKNOWLEDGES THAT IT RECEIVED THE DISCLOSURE DOCUMENT REQUIRED BY THE
TRADE REGULATION RULE OF THE FEDERAL TRADE COMMISSION ENTITLED "DISCLOSURE
REQUIREMENTS AND PROHIBITIONS CONCERNING LICENSING AND BUSINESS OPPORTUNITY
VENTURES" AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE DATE ON WHICH THIS
AGREEMENT WAS EXECUTED.

    


    27.        Limitation
Of Damages; Attorney Fees

    


    (a) Limitation of
Damages.  It is understood and agreed that Company’s liability,
whether in contract or in tort, under any warranty, in negligence, or otherwise,
shall not exceed actual out-of-pocket damages of
Franchisee.  Franchisee hereby waives, to the fullest extent permitted
by law, any right to or claim to any punitive, exemplary, incidental, indirect,
special or consequential damages (including, without limitation, loss of
profits) against Company arising out of any cause whatsoever (whether such cause
be based in contract, negligence, strict liability, other tort or otherwise) and
agrees that in the event of a dispute, Franchisee shall be limited to the
recovery of any actual damages sustained by Franchisee in the form of actual
money paid by Franchisee to Company. If any other term of this agreement is
found or determined to be unconscionable or unenforceable for any reason, the
foregoing provisions shall continue in full force and effect, including, without
limitation, the waiver of any right to or claim to any consequential and
punitive damages.

    


    (b) Attorney
Fees.   Should Franchisee institute an action of any kind
whatsoever against Company whether a court proceeding, arbitration claim or
mediation, that in any way arises out of this agreement, any breach thereof, or,
any tort or negligence claim stemming from the Company/Franchisee relationship,
then Company shall recover from Franchisee all its costs, expenses and
reasonable attorney’s fees incurred in defending said action should Company
prevail.  Should Company institute an action, whether a court
proceeding, arbitration claim or mediation, that in any way arises out of this
agreement or any alleged breach thereof, Company shall recover from Franchisee
its costs, expenses and reasonable attorney's fees incurred in prosecuting said
action.  Furthermore, Company is entitled to recover all costs,
expenses and reasonable attorney fees incurred in enforcing this contract,
including all costs, expenses and reasonable attorney fees in obtaining
equitable remedies as well as legal remedies.

    


    28.        Advise
Of Counsel

    


    Each
party acknowledges that it has been advised by its own counsel, or has had the
opportunity to consult with an attorney, with respect to the transaction
governed by this agreement, and specifically with respect to the terms of
Section 27, which concerns the limitation of damages and with respect to the
terms of Section 23, which concerns the waiver of each party's right to trial by
jury.

     

    Effective:
January 1, 2009

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

    


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

    


    
      
        
          
            
              	
                      American
      Restaurant Concepts, Inc.

                    	
                      Franchisee:

                    	 
	 
      	 
      	 
      	 
	
                      By:
      Michael Rosenberger

                    	 
      	 
      	 
	
                      Its:
      President

                    	
                      Print:

                    	 
      	 


            

          

        

      

    

     

    Effective:
January 1, 2009


    
      
         


      

      
        29