Exhibit 10.13


                             LICENSE AGREEMENT

                               by and between

                 ARBY'S, INC. d/b/a TRIARC RESTAURANT GROUP
                                  Licensor

                                    and

                            T.J. CINNAMONS, INC.
                                  Licensee

                           Dated as of August 29, 1996



<PAGE>



                               LICENSE AGREEMENT

                               TABLE OF CONTENTS
                                                                            PAGE
                                                                            ----
                                      
RECITALS OF FACT .............................................................1
 1. GRANT ....................................................................2
 2. TERM .....................................................................3
 3. RETAIL SALES OF TJC PRODUCTS; TJC BAKERIES ...............................3
 4. WHOLESALE DISTRIBUTION ...................................................5
 5. LICENSING BY LICENSEE; ENFORCEMENT OF TJC LICENSE AGREEMENTS .............9
 6. PREPARATION OF TJC PRODUCTS .............................................12
 7. PROPRIETARY MARKS .......................................................13
 8. PROPRIETARY INFORMATION .................................................16
 9. TERMINATION .............................................................17
 10. ADVERTISING AND PROMOTION ..............................................18
 11. TECHNICAL ASSISTANCE ...................................................19
 12. NEW PRODUCTS ...........................................................19
 13. REPORTS AND RECORD KEEPING .............................................21
 14. CONFIDENTIALITY, NON-DISCLOSURE, AND NON-COMPETE .......................22
 15. INDEMNIFICATION ........................................................23
 16. INSURANCE ..............................................................24
 17. ASSIGNMENT OF INTERESTS ................................................24
 18. ASSIGNMENT OF TJC FRANCHISE AGREEMENTS .................................25
 19. MISCELLANEOUS ..........................................................25

EXHIBIT A - INTELLECTUAL PROPERTY
EXHIBIT B - EXISTING TJC LICENSE AGREEMENTS AND TJC LICENSEES
EXHIBIT C - TJC PRODUCTS
EXHIBIT D - WHOLESALE  DISTRIBUTION  
EXHIBIT E - FORM OF TJC FRANCHISE AGREEMENT
EXHIBIT F - MODIFICATIONS TO THE TJC LICENSE AGREEMENTS  
EXHIBIT G - STANDARDS AND SPECIFICATIONS 
EXHIBIT H - OFFICERS, DIRECTORS AND EXECUTIVES OF TJC 
EXHIBIT I - SUPERMARKET  CHAINS 
EXHIBIT J - APPROVED TJC WHOLESALE PRODUCTS  
EXHIBIT K - INSURANCE REQUIREMENTS 
EXHIBIT L - ASSIGNMENT OF TJC FRANCHISE AGREEMENT


<PAGE>



                               LICENSE AGREEMENT

     This License Agreement ("Agreement") is made this 29th day of August, 1996,
by  and  between  Arby's,  Inc.,  d/b/a  Triarc  Restaurant  Group,  a  Delaware
corporation  ("Licensor"),  and T.J.  Cinnamons,  Inc.,  a Delaware  corporation
("Licensee").

                                RECITALS OF FACT

     A. Licensor's affiliate,  TJ Holding Company,  Inc., pursuant to a Purchase
Agreement  between TJ Holding  Company,  Inc. and  Licensee,  dated of even date
herewith (the "Purchase Agreement"),  is the owner of (i) certain secret recipes
and secret formulae (the "Secret Recipes") for baking gourmet cinnamon rolls and
other  bakery   products;   (ii)  secret  and  proprietary   plans   ("Technical
Information")  relating to the  preparation,  baking,  and  merchandising of the
gourmet  cinnamon  rolls  utilizing the Secret  Recipes (the Secret  Recipes and
Technical  Information are referred to herein as the  "Proprietary  Information"
and are more  particularly  identified in Exhibit A hereto);  and, (iii) certain
trade names,  trademarks,  service marks, logos, signs, and emblems,  including,
without limitation the mark "T.J.  CINNAMONS," relating to the products prepared
using the  Proprietary  Information,  and other  goods and  services  offered at
retail  stores,  bakeries,  and other  locations,  that offer the products  made
utilizing the Proprietary Information (the "Proprietary Marks"). The Proprietary
Information and Proprietary Marks are collectively  referred to as "Intellectual
Property."  All  bakery  products  made  with the  Proprietary  Information  are
referred to as "TJC Products."

     B. Licensor, pursuant to a license agreement with TJ Holding Company, Inc.,
dated of even date  herewith,  has the right to use, and license  others to use,
the Intellectual Property.

     C. TJ Holding  Company,  Inc.  and/or  Licensor own and  develop,  use, and
control the Intellectual Property in order to identify for the public the source
of the TJC Products and to represent  the high  standards of quality  associated
with the TJC Products  and the  standards  of quality,  appearance,  and service
associated with TJC Bakeries  (defined below) and other locations from which TJC
Products are or may be sold.

     D.  Licensee  owns and  operates,  and  franchises  others  ("Franchisees")
pursuant to Franchise agreements ("TJC Franchise Agreements") to operate, retail
locations  identified  by one or more of the  Proprietary  Marks  (and using the
Proprietary  Information)  that prepare and fell all or variety of TJC Products,
and other bakery products and beverages ("TJC  Bakeries").  The location of each
TJC Bakery and the date on which each TJC Franchise Agreement for any TJC Bakery
was executed are set forth in Exhibit B hereto. The type and number of varieties
of TJC Products and other  products sold at TJC Bakeries have been  specified by
Licensee prior to the date of this Agreement,  and will, hereafter, be specified
by Licensor. Licensee has also licensed or permitted others ("Retail Licensees")
to use the Proprietary  Information to prepare and sell a limited variety of TJC
Products at or from certain retail  locations other than TJC Bakeries  (referred
to herein as "TJC Retail Locations"), which are identified by one or more


<PAGE>




of  the  Proprietary  Marks,  and  licenses  other  third  parties   ("Wholesale
Licensees")  to prepare and sell at wholesale,  for resale  through  retail food
stores,  selected  TJC  Products.  (These  licenses  are  referred  to herein as
"Wholesale  Licenses.") The names of each Retail Licensee and Wholesale  License
and the  location  of each  Retail  Location  are set forth in Exhibit B to this
Agreement.  Franchisees,  Retail Licensees, and Wholesale Licensees are referred
to in the aggregate as "TJC  Licensees,"  and agreements  with TJC Licensees are
referred  to  collectively  as "TJC  License  Agreements"  (which  includes  TJC
Franchise Agreements).

     E. TJ Holding  Company,  Inc.  and  Licensee  have  executed  a  management
agreement of even date herewith  (the  "Management  Agreement"),  under which TJ
Holding  Company,  Inc.  will act as  Licensee's  agent to undertake  Licensee's
rights,  duties, and responsibilities under the TJC Franchise Agreements and the
agreements with the Retail Licensees.

     F.  Licensee  desires  a  license  from  Licensor  to use the  Intellectual
Property (i) to operate one TJC Bakery; (ii) to continue to fulfill its existing
obligations  with  respect to  Franchisees  and Retail  Licensees;  and (iii) to
prepare and sell TJC Products at wholesale,  and to license Wholesale  Licensees
to prepare and sell TJC Products, in the manner specified in this Agreement.

     With reference to the  above-stated  Recitals of Fact, and in consideration
of the mutual covenants and conditions contained in this Agreement,  the parties
hereby agree as follows:

1. GRANT

     1.1  Licensor  hereby  grants to Licensee  the right to use,  and  Licensee
undertakes  the  obligation  to  use,  the  Intellectual  Property,  within  the
Territory as defined in Section 1.2 below, solely for the following purposes:

          1.1.1 To  prepare  and sell TJC  Products  (a) from one (1) TJC Bakery
     identified Exhibit B, or (b) at wholesale (as specified in Section 4); and

          1.1.2 To fulfill Licensee's  obligations under TJC License Agreements,
     and to continue to permit TJC  Licensees to prepare and sell TJC  Products,
     and to use the Intellectual Property in connection therewith.

     1.2 Except as  described  in Section  4.6,  the rights  granted  herein are
solely for use by  Licensee  and the TJC  Licensees  in the United  States  (the
"Territory"),  and Licensee  shall have right to use, or license  others to use,
any of the Intellectual Property outside of the Territory.

     1.3 The rights  granted to Licensee  are limited to the  specific  purposes
described  in this  Agreement.  Licensee  shall  have no right to grant  new TJC
License Agreements, except for RJC Retail Locations at Six Flags Great Adventure
Parks  pursuant  to Section  3.6,  the  renewal or  extension  of TJC  Franchise
Agreements  as set forth in Section 5, or  Wholesale  Licenses,  as set forth in
Section 4. Except as set forth in Section 4.5 and Section 12,  Licensor  retains
the

2


<PAGE>



right  to  produce  TJC  Products  or  other  products  using  the   Proprietary
Information,  for sale  through any channels of  distribution,  and Licensor may
produce,  offer, or sell, and authorize  others to produce,  offer, or sell, any
such products under the Proprietary Marks or any other mark or name.

2. TERM

     2.1 The term of this Agreement shall begin on the date first written above,
and, unless sooner terminated in accordance with the terms herein,  shall expire
twenty (20) years from the date of this Agreement.

     2.2  Licensee  may  renew  this  Agreement  four (4)  times;  for three (3)
additional  nods of twenty  (20) years each upon the  expiration  of the initial
term or the  preceding  renewal  term,  and for one  (1)  additional  period  of
nineteen (19) years upon the expiration of the third renewal term; provided that
Licensee has complied with the following  conditions  prior to the expiration of
the initial term, or the applicable renewal term;

          2.2.1 Licensee has notified  Licensor in writing of Licensee's  intent
     to renew this  Agreement  not less than six (6) months  prior to the end of
     the initial, or applicable renewal term;

          2.2.2  Licensee has complied  with all of the terms and  conditions of
     this  Agreement  throughout  the  applicable  initial term or renewal term,
     including  compliance  with all  written  guidelines,  specifications,  and
     standards prescribed by Licensor; and

          2.2.3 Licensee has executed a general release in the form specified by
     Licensor,  of any and all claims  against  Licensor and its  affiliates and
     their respective officers, directors, employees, and agents.

     2.3 If  Licensee is in  compliance  with the teens and  conditions  of this
Agreement at all times during the fourth  renewal term  specified in Section 2.2
above,  and if,  not more  than six (6)  months  prior to the end of the  fourth
renewal term,  Licensee sends written  notice to censor of Licensee's  desire to
further extend this  Agreement,  Licensor and Licensee  shall  negotiate in good
faith the terms of an extension and/or modification of this Agreement; provided,
however,  that this provision shall not obligate or bind Licensor to extend this
Agreement.  If a mutually agreed upon extension is not reached by the expiration
of the fourth renewal term, this Agreement shall expire.

3. RETAIL SALES OF TJC PRODUCTS; TJC BAKERIES

     3.1 Licensee  acknowledges  and agrees that Licensee's right to prepare and
sell TJC  Products,  and  license  others to prepare and sell TJC  Products,  is
limited to the specific rights granted by Licensor in this Agreement.



3

<PAGE>


     3.2  Attached  to this  Agreement  as  Exhibit C is a list of TJC  Products
currently  approved  for sale at TJC Bakeries  (the current "TJC Product  List")
including  TJC Products  which must be sold at all TJC Bakeries  ("Required  TJC
Products"),  and TJC Products approved by Licensor for sale at TJC Bakeries, but
which  Licensee  and  Franchisees  are not  required to sell at the TJC Bakeries
("Permitted  TJC  Products").  Licensor may add to,  delete  from,  or otherwise
modify the TJC  Product  List,  including  the  Required  TJC  Products  and the
Permitted  TJC Products,  in its sole  discretion  upon 30 days written  notice.
Licensee shall comply with, and shall require that all Franchisees  comply with,
all such  changes to the TJC Product  List to the extent  consistent  with,  and
permitted  under, the TJC Franchise  Agreements.  To the extent permitted under,
and consistent  with, the TJC Franchise  Agreements,  from and after the date of
this Agreement, each TJC Bakery shall sell (i) all of the Required TJC Products;
(ii) at least 2 varieties of Permitted  TJC Products;  (iii) such  complementary
bakery  products as may be  specified  by  Licensor,  such as  muffins,  bagels,
pastries,  cookies,  and related  products;  and,  (d) such  beverages as may be
specified by Licensor, such as specialty coffees and teas.

     3.3 Licensee and Franchisees may operate TJC Bakeries only at the locations
specified  in Exhibit B. In the event a  Franchisee  is entitled to relocate its
TJC Bakery under a TJC Franchise  Agreement,  Licensee shall not approve of such
relocation except to a site that is in enclosed retail shopping mall, consisting
of at least  one  hundred  thousand  (100,000)  rentable  square  feet of retail
shopping  space,  and the  relocated TJC Bakery shall be no smaller in size than
four hundred  (400) square feet and no greater in size than one thousand  (1000)
square feet; provided that Licensee shall not relocate its TJC Bakery, or permit
the relocation of a Franchisee's  TJC Bakery,  to any retail shopping mall, if a
restaurant  owned or  operated by Licensor or an  affiliate  of  Licensor's,  or
operated  under  a  franchise   agreement  with  Licensor  or  an  affiliate  of
Licensor's, is located in such mall.

     3.4  Licensee  shall  operate  the TJC Bakery  specified  in Exhibit B in a
manner  consistent  with the provisions of this Agreement and with the terms and
conditions  required of a "franchisee" under the form of TJC Franchise Agreement
specified  in Section  4.2 hereof and  attached  as Exhibit E hereto;  provided,
however,  that Licensee  shall not be obligated to pay royalties  under such TJC
Franchise  Agreement.  Licensor shall provide instructions to Licensee regarding
the operation of the TJC Bakery in a manner consistent with that of "franchisor"
under the TJC Franchise Agreement.

     3.5 Except as specifically set forth in Exhibit D, Licensee  represents and
warrants that the date of this Agreement,  TJC Bakeries do not sell, and are not
approved by Licensee to sell,  any TJC Products "at  wholesale," as that term is
defined in, or construed under, the TJC Franchise  Agreements,  and that all TJC
Products sold from the TJC Bakeries are sold at the premises of the TJC Bakeries
to retail  consumers  and not for the  purpose of resale or other  distribution.
Licensee  shall not approve the wholesale  distribution  or sale of TJC Products
from any TJC Bakery,  except for the continuation of the wholesale  distribution
described  in Exhibit D.  Licensee  represents  and  warrants  that  attached to
Exhibit D are all copies of written agreements,  and written description of oral
agreements, with TJC Licensees that permit the sale



4
<PAGE>


of TJC Products at Wholesale,  and a copy or a written description of Licensee's
policy regarding wholesaling by TJC Licensees,  as that policy existed as of the
date of the Purchase Agreement, and as of the date of this Agreement.

     3.6 From the date of this Agreement,  Licensee may not open or operate, nor
grant new or additional  licenses to others to open or operate,  any  additional
TJC Retail Locations.  Notwithstanding the foregoing, Licensee may, upon written
request by TJC, and only with  Licensor's  consent,  which  consent shall not be
unreasonably  withheld,  open, or grant additional  licenses for, additional TJC
Retail  Locations at the Six Flags Great  Adventure  amusement parks in Jackson,
New Jersey,  and other locations within the Territory,  pursuant to an agreement
to be executed in accordance with the letter agreement dated April 1, 1996, that
is attached to Exhibit B; provided  Licensee shall pay to Licensor a royalty fee
equal to  twenty  percent  (20%) of the  revenue  and  other  compensation  that
Licensee  receives from the sale of TJC Products at or from TJC Retail Locations
at all Six Flags  Great  Adventure  amusement  parks  other  than the TJC Retail
Locations in the amusement park in Jackson, New Jersey.

     3.7  Notwithstanding the restrictions on the sale of TJC Products contained
in Sections 3.2 and 3.3, the  operation of TJC Retail  Locations  designated  on
Exhibit B shall be deemed approved by Licensor.

4. WHOLESALE DISTRIBUTION

     4.1 From the date of this Agreement,  Licensee and Wholesale  Licensees may
prepare  and sell to  Supermarket  Chains  (defined  below) for resale to retail
customers,   selected  Approved  TJC  Wholesale   Products  (defined  below)  as
determined by Licensor; only in accordance with the terms and conditions of this
Section 4; and unless  otherwise  specified  by Licensor,  neither  Licensee nor
Wholesale  Licensees may sell or distribute TJC Products to any retail  location
except to Supermarket  Chains approved by Licensor.  Supermarket  shall mean any
full-size,  self-service grocery store with a sales volume of $2,000,000 or more
annually.  A "grocery  store"  shall mean a retail  store  selling a line of dry
grocery, canned goods, or non-food items, and some perishable items. Supermarket
shall not include  "convenience  stores," but shall include "warehouse  stores,"
"combination  stores,"  and  "wholesale  clubs,"  as defined in Exhibit I. Chain
shall mean an operation of eleven or more retail stores. Licensee represents and
warrants  that except as set forth in Exhibit D, no current  Wholesale  Licensee
and no  operations  pursuant  to a  Wholesale  License is in  violation  of this
provision,  and all future Wholesale Licensees shall comply with this provision.
Notwithstanding  the restrictions on the sale of TJC Products  contained in this
Section  4, the  Wholesale  Licenses  designated  on  Exhibit  B shall be deemed
approved by  Licensor.  Licensor  shall have the right to review and approve all
Wholesale Licenses executed pursuant to this Agreement.

     4.2 Licensee and Wholesale Licensees shall sell only Approved TJC Wholesale
Products.   Approved  TJC  Wholesale  Products  are  those   pre-packaged,   not
fresh-baked,  TJC  Products  that  Licensor  has  designated  for  sale  through
wholesale  distribution by Licensee or Wholesale  Licensees,  and the list shall
consist of no more than three (3) categories of such



5

<PAGE>


products at any time.  The current list of Approved TJC  Wholesale  Products are
set forth in Exhibit J. Licensee may request that other TJC Products be approved
by Licensor as Approved TJC Wholesale Products in accordance with the procedures
set forth in Section 4.7 below.  Licensor  may modify the list of  Approved  TJC
Wholesale Products in its reasonable  discretion,  upon one hundred twenty (120)
days  prior  written  notice  to  Licensee.  Licensor  shall  not  eliminate  or
disapprove  a  previously   approved  TJC  Wholesale  Product  if  such  product
represents a "significant  percentage"  of Licensee's  wholesale  business.  The
parties  hereto  agree that  "significant  percentage"  shall  mean a  specified
percentage of gross revenues  received by Licensee from the sale of such product
in the  twelve-month  period prior to Licensor's  notice of a change,  or in the
event such notice  occurs prior to the end of the first twelve (12) months,  the
number of months that Licensee has been operating under this Agreement, prior to
such notice by Licensor,  and that if such notification by Licensor is provided:
(a)  during  the first  twelve  (12)  months  following  the  execution  of this
Agreement,  that  percentage  shall be five percent (5%) or more; (b) during the
second twelve (12) months following  execution of this Agreement that percentage
shall  be  ten  percent  (10%)  or  more;  and  (c) at any  time  following  the
twenty-fourth  (24th) month after execution of this  Agreement,  that percentage
shall be twenty percent (20%) or more. Licensee and Wholesale Licensees may sell
additional  TJC Products as Approved TJC Wholesale  Products only with the prior
written  consent of Licensor;  provided that Licensee agrees to pay a royalty or
similar payment to Licensor based on sales of the additional products, with such
amount to be mutually agreed upon prior to approval by Licensor.

     4.3 Licensee  and  Wholesale  Licensees  may sell  Approved  TJC  Wholesale
Products  only to  Supermarket  Chains  that are  approved  by  Licensor,  which
approval shall not be unreasonably  withheld.  Further,  the Supermarket  Chains
listed on Exhibit I are currently approved by Licensor, and Licensee may request
that other  chains be  included  on the  approved  list.  Licensor  may,  in its
reasonable  discretion,  disapprove  of  a  proposed,  or  previously  approved,
Supermarket  Chain,  or may require that Licensee or other  Wholesale  Licensees
cease supplying a Supermarket Chain. Licensee and Licensor shall comply with the
procedures  set forth in Section 4.7 when  seeking  approval  of, or acting on a
request  for  approval  of, a  Supermarket  Chain.  It shall be  reasonable  for
Licensor to consider the  following  factors,  among  others,  when  considering
approving or disapproving  of a particular  Supermarket  Chain:  (a) whether the
Supermarket  Chain  operates in a manner that complies with the standards of one
or  more  trade  associations  that  represent  such  chains;  (b)  whether  the
Supermarket Chain is a member in good standing of the Retail Bakers Association;
(c) whether the Supermarket  Chain ever been cited for, or suspected of, selling
products (of any kind) after the expiration of "freshness  date" of the product;
and (d) whether the Supermarket Chain acts, or fails to act, in any manner, that
Licensor believes may adversely affect,  or reflect  negatively upon,  Licensor,
the Proprietary Marks, or the TJC Products.

     4.4 In addition to the requirements of Sections 5.4 and 5.5, Licensor shall
have the right to  review  and  approve  all  agreements  between  Licensee  and
Wholesale   Licensees,   and  all  agreements  with  manufacturers,   suppliers,
co-packers, and others concerning the Approved TJC Wholesale Products.  Licensor
and Licensee shall comply with the procedures in Section 4.7 concerning approval
of agreements with third parties.



6


<PAGE>

     4.5 During the  three-year-and-nine-month  period commencing on the date of
this  Agreement (the  "Wholesale  Rights  Period"),  Licensor shall not sell any
Approved TJC Wholesale Products at wholesale; provided, however, that during the
Wholesale  Rights Period,  Licensor or any affiliate or licensee of Licensor may
sell TJC Products (other than Approved TJC Wholesale Products),  at wholesale to
Supermarket  Chains,  including  Supermarket  Chains that purchase  Approved TJC
Wholesale Products from Licensee or Wholesale  Licensees;  and provided further,
that Licensor pays to Licensee, on a quarterly basis, a commission equal to: (i)
two percent (2%) of the revenues received by Licensor for wholesale sales of the
Approved TJC Products sold to the  Supermarket  Chains;  or (ii) twenty  percent
(20%) of the  royalties  received by Licensor  if  Licensor  licenses  others to
manufacture  and sell  Approved TJC Wholesale  Products,  and receives a royalty
from such third party or parties.  Such payments  shall be made on the twentieth
(20th) day of April, July,  October,  and January,  for the wholesale sales made
the previous quarter.  After the Wholesale Rights Period,  Licensor may sell any
TJC Products at wholesale,  including Approved TJC Wholesale Products, and shall
pay no commission or other fee to Licensee;  provided however,  that for as long
as  Licensee  and  Wholesale  Licensees  continue  to  sell or  distribute  to a
Supermarket Chain after the Wholesale Rights Period that it or they were selling
or distributing  to as of the end of the Wholesale  Rights Period (and any lapse
in sales of three hundred sixty-five (365) consecutive days or less shall not be
considered a failure to continue sales to a Supermarket Chain), Licensor may not
sell such products to such Supermarket  Chain. In addition to Licensor's  rights
to sell TJC Products at wholesale,  Licensor  shall have the right to operate or
license others to operate,  kiosks, carts, limited service counters, and similar
areas or facilities  (collectively  "Kiosks") at any Supermarket Chain, provided
that such Kiosks offer only fresh-baked,  and not pre-packaged TJC Products. The
quarterly  commission  described  in this  Section  4.5 above shall not apply to
sales from Kiosks.

     4.6 Licensee's  right to sell, and to permit  Wholesale  Licensees to sell,
Approved TJC  Wholesale  Products  shall be limited to the Territory and to such
foreign countries in which Licensor has secured  trademark  registration for the
Proprietary  Marks and secured  other  government  approvals  necessary  for the
wholesale and retail distribution and sale of TJC Products.  Except as set forth
in this Section 4.6,  Licensor  shall have no obligation to register any mark in
any  foreign  country.  If  Licensee  seeks to sell or  license  others  to sell
Approved TJC Wholesale  Products in a foreign  country in which Licensor has not
secured trademark registration,  Licensee may request, in writing, that Licensor
proceed with trademark  registration  and other  governmental  approvals in such
country.  Upon such request,  and unless Licensor  notifies  Licensee in writing
with reasons why Licensor cannot or should not register the Proprietary Marks in
such foreign  country,  Licensor  shall  proceed in accordance  with  Licensee's
request,  and Licensee shall pay Licensor all of Licensor's  costs and expenses,
including  attorney's  fees,  application  and filing fees,  and search fees, in
securing  trademark  registrations,  obtaining  all  government  approvals,  and
maintain trademark registrations, in the foreign country.

     4.7 Licensee shall comply with Licensor's  standards and specifications for
the  manufacture,  packaging,  distribution,  and sale of Approved TJC Wholesale
Products,  the advertising and promotion of Approved TJC Wholesale Products, and
Licensor's guidelines



7



<PAGE>



regarding the Supermarket Chains that may purchase, receive, and resell Approved
TJC Wholesale  Products.  Without limiting the requirements of Section 6 of this
Agreement,   Licensee   may  request   modifications   to  the   standards   and
specifications  for the  Approved  TJC  Wholesale  Products  and/or  approval of
Supermarket  Chains.  All  requests  for  modifications  or consents  under this
Section 4 shall be in writing.  Licensor shall have an initial  response  period
from receipt of the written  request  ("Initial  Response  Period") within which
Licensor shall respond to Licensee.  If Licensor fails to respond,  such request
shall not be deemed  approved;  provided,  however,  that  Licensee  shall  have
fifteen (15) days  following the end of the Initial  Response  Period to request
that Licensor  respond to the initial  request.  Licensor shall have a secondary
response period  ("Secondary  Response Period")  following receipt of Licensee's
second  request to respond to  Licensee.  The  Initial  Response  Period and the
Secondary  Response  Period shall vary  depending upon the nature and subject of
Licensee's  request,  and shall be the  response  periods set forth in the chart
below.

<TABLE>
<CAPTION>

Request                                  Initial Response Period          Secondary Response Period
-------                                  -----------------------          -------------------------

<S>                                            <C>                              <C>    
Product specifications,                        30 days                          15 days
recipes (section 4.2)

Supermarket Chains;                            15 days                          15 days
other customers (section 4.3)

Packaging or Proprietary                       30 days                          15 days
Marks (section 4.7)

Advertising (section 4.7; section 10.1)        15 days                          15 days

Contracts (section 4.4)                        30 days                          15 days

</TABLE>

     If  Licensor  fails to  respond to the second  written  request  within the
Secondary  Response  Period,  Licensee's  request for a modification  or consent
shall be deemed  approved.  Licensor  may  respond to any request by Licensee in
writing, and such response may include an approval, a disapproval, a request for
submission of additional  information,  and/or a request for a reasonable amount
of additional time to respond to the request.  Licensor shall not be required to
provide reasons for its decisions, but shall use good faith efforts to provide a
written reason for its action within one of several broad categories of reasons.
If,  within  the first  twenty-four  (24)  months  following  execution  of this
Agreement,  Licensor denies  Licensee's  request for one or more of the subjects
above,  and Licensor fails to provide any reason for the denial or  disapproval,
the  Wholesale  Rights Period shall be extended for a period of three (3) months
in each such instance.  Licensee  acknowledges and agrees that it shall not make
repeated requests for approval if there is a reasonable likelihood that Licensor
will deny these requests  without a reason.  Licensor's  decision in response to
Licensee's requests shall be final;  provided however, that Licensee may request
a reconsideration of a decision, through a non-binding mediation process.


8


<PAGE>



     Licensee  shall not request  mediation  of any one or more  disapproved  or
denied consents more  frequently  than once every six (6) months;  the mediation
shall be governed  according to the rules  specified by Licensor,  which are set
forth in  Exhibit  M; and  Licensee  shall pay all costs  and  expenses  of such
mediation,  including  the  mediator's  costs,  and the  out-of-pocket  costs of
Licensor,  its employees,  and agents  (including,  without  limitation,  travel
expenses,   but  excluding   professional  fees  of  Licensor's   attorneys  and
accountants).

     4.8  Licensor  shall  designate  and  identify  to  Licensee  one person in
Licensor's  organization who shall be the principal liaison,  and one person who
shall be a secondary  liaison,  between  Licensor and  Licensee  with respect to
Licensor's development of TJC Products and Licensee's operations under Section 4
hereof.  Licensor may change or replace  either or both persons at any time,  in
its sole  discretion,  and Licensor shall promptly  notify  Licensee of any such
change.

5. LICENSING BY LICENSEE; ENFORCEMENT OF TJC LICENSE AGREEMENTS

     5.1 Except as set forth in Section  3.6 and Section 4,  Licensee  shall not
enter into new TJC  License  Agreements  nor shall  Licensee  grant  renewals or
extensions  of TJC  License  Agreements  for  terms  exceeding  the  renewal  or
extension terms currently  permitted under such agreements.  Licensor shall have
the sole and  exclusive  right to grant new  franchises  for TJC Bakeries or new
licenses for TJC Retail Locations, but shall have no obligation to do so.

     5.2 Licensee  represents  and warrants  that  Exhibit B,  attached  hereto,
contains a true and accurate list of all TJC  Licensees  that, as of the date of
this  Agreement,  were  operating  under  enforceable  TJC  License  Agreements.
Licensee covenants to advise Licensor within ten (10) days of any change in such
list.  Licensee  shall  not  alter or amend any TJC  License  Agreement  without
receiving Licensor's prior written approval,  unless Licensee's failure to do so
would be a material breach of the TJC License  Agreement or would be a violation
of law.

     5.3  Licensor  shall  have the right to review all forms of  franchise  and
license  agreements  proposed by Licensee,  including TJC  Franchise  Agreements
utilized in the renewal or transfer of the TJC  Franchise  Agreements  listed in
Exhibit B, and Licensor may, in its sole discretion, disapprove of any such form
or may require, from time-to-time,  changes to any such agreement.  With respect
to TJC  Bakeries,  as of the date hereof,  Licensor has approved the form of TJC
Franchise  Agreement  attached hereto as Exhibit E, which Licensee  acknowledges
contains  provisions which conform the TJC Franchise Agreement to the provisions
of this Agreement, which are described in further detail in Section 5.4 below.

     5.4 With  respect to the TJC  License  Agreements,  Licensee  shall seek to
amend or modify the TJC License  Agreements to include,  and the form of all new
TJC License  Agreements that may be permitted  hereunder  (including  agreements
with Wholesale  Licensees and other agreements referred to in Section 4.4) shall
include,  such  provisions  as  requested  by Licensor to control the use of the
Intellectual  Property by TJC Licensees,  and to maintain uniform and consistent
operations of, and the uniformity of TJC Products prepared by, TJC



9

<PAGE>



Licensees. Such provisions may include, without limitation,  provisions that (a)
concern  (i)  the  use  and  protection  of  the  Proprietary  Marks,  (ii)  the
preparation  and sale of TJC  Products  and the  operation  of TJC  Bakeries  in
conformity  with the Proprietary  Information,  and (iii) the maintenance of the
confidentiality  of the  Proprietary  Information;  (b)  conform the TJC License
Agreements to the provisions of this Agreement to permit Licensee to fulfill its
obligations under this Agreement and to enforce the rights granted in and to the
Intellectual  Property;  and (c)  designate  Licensor as an agent of Licensee to
inspect the  operations  of the TJC  Licensees.  The form of  modifications  and
addenda  to the  form of the  TJC  License  Agreements,  currently  approved  by
Licensor,  are set forth in Exhibit F hereto.  Licensee  shall,  to the  fullest
extent possible under TJC License Agreements (as they may be amended, if at all,
as provided  herein),  enforce the standards and  specifications  concerning and
related to the use of the Intellectual Property by TJC Licensees,  the operation
of the TJC Bakeries and other businesses that prepare and sell TJC Products, and
such  other  matters as  Licensor  may  specify,  in the  manner  prescribed  by
Licensor. With respect to new TJC License Agreements, Licensee shall enforce the
standards  and  specifications   concerning  and  related  to  the  use  of  the
Intellectual Property by TJC Licensees,  the operation of the TJC Bakeries,  and
other  businesses that prepare and sell TJC Products,  and such other matters as
Licensor may specify.  The enforcement of the TJC License Agreements may include
terminating  an agreement  with a TJC Licensee if any such TJC Licensee fails to
comply with the required  standards and  specifications.  Failure by Licensee to
enforce  the  provisions  of the  TJC  License  Agreements  or new  TJC  License
Agreements  as required  by this  Agreement  shall be a material  breach of this
Agreement for which Licensor may terminate this  Agreement;  provided,  however,
that if TJ Holding Company, Inc., pursuant to the Management Agreement, fails to
enforce the  provisions  of the TJC License  Agreements,  or takes  actions that
could be deemed to be a default of Licensee under a TJC License Agreement,  such
failure to enforce the agreements on behalf of Licensee, or such actions,  shall
not be grounds to terminate this Agreement.

     5.5 In addition to  Licensor's  right to review and approve all TJC License
Agreements,  all such agreements (including TJC License Agreements to the extent
modified as required by this Section 5) shall  contain a provision  which grants
Licensor  the right to enforce any  provision  of such  agreement to the fullest
extent  necessary  to  protect  Licensor's  rights  in and  to the  Intellectual
Property,  and to maintain  uniformity and  consistency in the TJC Products that
are  prepared,  distributed,  or sold  pursuant  to this  Agreement  or  under a
sublicense executed pursuant to this Agreement.

     5.6 Licensee  acknowledges  that the  operation of TJC Bakeries by Licensee
and  Franchisees  reflects on the  goodwill and  reputation  of Licensor and the
Proprietary  Marks.  Accordingly,  Licensee shall  operate,  and shall cause its
Franchisees to operate, the TJC Bakeries in strict conformity with the standards
and specifications  prescribed by Licensor,  to the extent permissible under the
TJC  Franchise  Agreements.  Such  standards,  specifications,  and  operational
requirements shall include, without limitation, the following:

     5.6.1 Licensor shall have the right, in its sole discretion, in addition to
designating  the Required TJC Products and the Permitted TJC Products to be sold
at a TJC


10


<PAGE>

bakery,  to designate and approve of all other  products sold at or from any TJC
Bakery,  and Licensor may specify the brand,  quality,  and specification of any
products sold at or from any TJC Bakery.  Licensee shall comply, and shall cause
Franchisees to comply, with Licensor's  standards and specifications  concerning
all products and services offered at a TJC Bakery.

     5.6.2 The TJC Bakeries shall display the Proprietary  Marks and other decor
items in a manner  that  adheres  to  Licensor's  standards  and  specifications
concerning  trade dress,  decor,  and use and  presentation  of the  Proprietary
Marks.

     5.6.3 Licensee's operation of the TJC Bakery referred to in Exhibit B shall
be  subject  to,  and all TJC  Franchise  Agreements  executed  upon  renewal or
transfer shall be subject to, a protected  territory or area of exclusivity that
is not larger than the boundaries of the physical  building of the shopping mall
in  which  the  TJC  Bakery  is  located.  The  protected  territory  or area of
exclusivity  granted in any TJC  Franchise  Agreement  shall  restrict  only the
establishment  of new TJC  Bakeries,  and  shall  not be  inconsistent  with the
provisions and restrictions  described in this Section 5.6.3. Licensor shall not
establish, nor grant licenses to establish, TJC Bakeries in an enclosed shopping
mall or at any  location  within the  boundaries  the  physical  building of the
shopping  mall,  in which a TJC Bakery is  operated  by  Licensee a  Franchisee;
provided  however,  that Licensor may sell,  and may license others to sell, TJC
Products  from any  location,  even  within  a  protected  territory  or area of
exclusivity of a TJC Bakery, including without limitation,  from limited service
bakeries, kiosks, convenience stores, other restaurants or food service outlets,
and dual-brand and multiple-brand  restaurants,  provided that the location from
which the TJC Products are sold does not sell all  Required  TJC  Products,  the
minimum  varieties  of  Permitted  TJC  Products,  and such other  products  and
beverages  that  Licensor   typically  requires  of  full-service  TJC  Bakeries
described in Section 3.3 hereof.  Notwithstanding the foregoing,  Licensor shall
not establish  nor license a TJC Bakery,  nor sell license  others to sell,  TJC
Products, if such TJC Bakery or sale of TJC Products would violate any provision
of any TJC License Agreement.

     5.7 With respect to the sale of TJC Products at TJC Retail  Locations or at
wholesale,  Licensee  shall  not have,  Retail  Licensees  shall  not have,  and
Licensee shall not grant to any Wholesale  Licensee,  any protected territory or
area of exclusivity  concerning the sale of TJC Products from any other location
or by any other person or entity.  Notwithstanding the foregoing, Licensor shall
not sell,  nor franchise or license others to sell, TJC Products in any area, or
in any manner, that would violate any valid and enforceable provision of any TJC
License Agreement.

     5.8 Licensee shall comply with all laws, rules, and regulations in offering
and selling  licenses and  franchises,  and  executing  TJC License  Agreements,
including the Federal Trade  Commission's  trade  regulation rule concerning the
offer and sale of franchises  and business  opportunities,  all state  franchise
investment laws, business  opportunity laws, and seller-assisted  marketing plan
laws, and all laws governing  relationships  with  franchisees,  licensees,  and
dealers.  Licensor  shall  have the right to  review  and  approve  all forms of
franchise offering  circulars  utilized by Licensee,  and Licensee shall provide
Licensor with copies of all documents


11


<PAGE>



reasonably required by Licensor for that purpose. Licensor reserves the right to
utilize  its own form of  franchise  offering  circular in  connection  with the
offer, sale, or grant of new, renewed,  or transferred TJC Franchise  Agreements
or other TJC License Agreements.

6. PREPARATION OF TJC PRODUCTS

     6.1 Licensee shall use the  Proprietary  Information in accordance with the
standards and specifications  prescribed by Licensor. All TJC Products prepared,
distributed,  or  sold  by  Licensee  and/or  TJC  Licensees,  pursuant  to this
Agreement, shall be identified,  distributed, or sold only under the Proprietary
Marks in the form and manner  specified  and approved by Licensor.  Licensee and
its TJC Licensees may distribute and sell TJC Products only through the channels
of distribution specified in Section 3 and Section 4 hereof.

     6.2  Licensee  shall  prepare  the TJC  Products  in  accordance  with  the
Proprietary Information,  and shall conform the operation of its business to the
methods,   standards,   and   specifications   prescribed  in  the   Proprietary
Information.  Licensee shall not sell or otherwise dispose of products under the
Proprietary  Marks unless such products are TJC Products  produced in accordance
with the Proprietary Information.  Licensee shall submit samples of TJC Products
to Licensor at such times and such places as Licensor may reasonably specify for
the purposes of  determining  that the TJC Products  conform to the  Proprietary
Information.  Licensee shall make appropriate periodic tests for controlling the
quality of the ingredients and baking  procedures  utilized in the production of
TJC  Products  by  Licensee,   in  accordance  with   Licensor's   requests  and
instructions. Licensee shall permit representatives of Licensor, upon reasonable
notice,  to inspect any and all of  Licensee's  production  and/or  distribution
facilities, and to examine and test the ingredients,  supplies,  containers, and
accessories  used by  Licensee.  Licensor  shall not conduct more than three (3)
inspections in any twelve (12) month period, unless Licensor reasonably believes
that  there  is a  reason  to do so.  Licensor  shall  pay for its own  costs in
conducting   such   inspections.   Licensee   shall  make   available   to  such
representatives   all  information   necessary  to  render  full  and  effective
assistance.  If any such  facility,  or any  sample  of TJC  Products,  does not
substantially comply with the standards prescribed by Licensor,  Licensee shall,
at its own expense, remedy the facilities, manufacturing processes, ingredients,
or final TJC  Products so that they comply with the  Technical  Information  and
other standards specified by Licensor.

     6.3 All TJC Products  produced or prepared pursuant to this Agreement shall
be made with only such materials and  ingredients as are of the quality that has
been  specified by Licensor,  and supplied by a source that has been approved by
Licensor. Licensee shall obtain and use ingredients made with the Secret Recipes
only from a manufacturer  approved,  and if required by Licensor,  licensed,  by
Licensor.  All standards and  specifications,  and sources of supply,  currently
approved by Licensor  are set forth in Exhibit G;  provided  that  Licensor  may
modify or revoke such approvals in its sole  discretion.  If Licensee desires to
purchase  any of the  items  specified  in this  Section  6, or items  otherwise
required by Licensor for the operation of the businesses contemplated under this
Agreement  (other than  ingredients  utilizing  the Secret  Recipes that must be
purchased from sources designated by Licensor), from a supplier who has


12


<PAGE>



not been  approved by  Licensor,  Licensee  may  request in writing  approval by
Licensor of such  suppler.  Licensor  may approve such  proposed  supplier if in
Licensor's  sole  judgement and  discretion  the proposed  supplier can meet and
maintain Licensor's specifications,  standards, and requirements.  In making any
such request,  Licensee,  at its expense,  shall furnish  Licensor with adequate
samples of the items for which  approval is being  requested  or, if that is not
feasible,  with copies of  descriptions,  specifications,  and  pictures of such
items.  Licensee shall not sell, dispense or use any such items unless and until
Licensor has given written notice of approval Licensee. Nothing contained herein
shall be  construed  to require  Licensor to approve an  unreasonable  number of
suppliers for any  particular  item or service.  Licensee  shall enforce the TJC
License  Agreements in a manner that is consistent  with the  provisions of this
Section 6.3.

     6.4  Licensee  shall not use,  nor permit any person or entity to use,  the
Proprietary  Information  or  any  part  of  the  Secret  Recipes  or  Technical
Information  for the  manufacture  of  anything  other than TJC  Products.  Upon
termination of this Agreement for any reason,  Licensee shall  immediately cease
to manufacture and distribute the TJC Products and shall deliver to Licensor all
Proprietary Information under its control.

     6.5  Licensee  may utilize the  Proprietary  Information  to make new or to
modify  existing  TJC  Products,   provided  that  Licensee  complies  with  the
provisions of Section 13.5. In addition, Licensee may produce, prepare, and sell
products  other than the TJC  Products,  provided  that the  production  of such
products does not involve the use of any of the  Proprietary  Information,  that
such products are not identified, in any manner, with the Proprietary Marks, and
that such activities do not violate the provisions of Section 15.

     6.6 Licensee  acknowledges  and agrees that the preparation and sale of TJC
Products and the  operation of TJC  Bakeries in a uniform  manner by  Licensor's
franchisees  and licensees,  Licensee,  TJC Licensees,  and others  permitted by
Licensor to prepare and sell TJC Products, enhances the goodwill associated with
the  Proprietary  Marks,  and the goodwill and reputation of Licensor.  Licensor
hereby appoints Licensee as its non-exclusive  designee, and Licensee undertakes
the  obligations,  to  inspect  the  operations  of  Franchisees  and  other TJC
Licensees  on behalf of  Licensor,  and to report to  Licensor  concerning,  and
enforce the quality control standards set forth in this Agreement regarding, the
preparation and sale of TJC Products by TJC Licensees.

7. PROPRIETARY MARKS

     7.1 Licensee shall use the Proprietary  Marks only to the extent  permitted
in this Agreement,  and only in the manner  specified by, and in accordance with
the standards and specifications  of, Licensor,  as set forth in this Agreement,
or otherwise in writing.

     7.2 Licensee agrees that it shall not manufacture,  produce, bake, sell, or
distribute  products  that bear the  Proprietary  Marks,  or  license or permit,
subject  to  the  TJC  License  Agreements,  anyone  else  to do so,  except  in
accordance with this Agreement, and shall not use


13


<PAGE>


names and marks  confusingly  similar  to the  Proprietary  Marks in the sale or
distribution of any products, or in the operation,  franchising, or licensing of
wholesale or retail businesses.

     7.3 In order to protect and maintain the Proprietary Marks,  Licensee shall
execute any documents deemed necessary by Licensor to obtain  protection for the
Proprietary Marks or to maintain their continued validity and enforceability.

      7.4  Licensee  shall  promptly  notify  Licensor of any known or suspected
infringement  of the  Proprietary  Marks involving the businesses and activities
contemplated  hereunder,  any known challenge to the validity of the Proprietary
Marks, or any known challenge to Licensor's ownership of, or Licensee's right to
use, the Proprietary  Marks licensed  hereunder,  or any unauthorized use of the
Proprietary Marks; of any acts, events, or conduct amounting to a passing-off of
any goods as TJC Products or retail outlets as TJC Bakeries; and any application
or filing  for  registration  of any  trademark,  service  mark,  name,  design,
copyright,  or similar matter which may conflict with or be deceptively  similar
to any of the Proprietary Marks.  Licensee acknowledges that Licensor shall have
the sole right to direct and control any administrative proceeding or litigation
involving the Proprietary Marks,  including any matter in which any TJC Licensee
is a defendant,  including any settlement thereof.  Licensor shall also have the
sole right,  but not the obligation,  to take action against uses by others that
may constitute  infringement of the Proprietary Marks.  Licensee shall implement
this right to the fullest extent possible under the TJC License Agreements.

          7.4.1 If Licensee has used the  Proprietary  Marks in accordance  with
     this Agreement,  Licensor shall defend,  indemnify,  and hold Licensee, its
     affiliates,  directors,  agents, and employees harmless, at Licensor's sole
     expense,  from and against any third party claim, suit, or demand involving
     the  Proprietary  Marks arising out of Licensee's  use thereof,  except for
     claims,  suits, or demands arising out of Licensee's use of the Proprietary
     Marks prior to the date of this License Agreement. If Licensee has not used
     the   Proprietary   Marks  in  accordance  with  this  Agreement  and  such
     non-conforming  use has  resulted in any such third party claim,  suit,  or
     demand,  Licensor will direct and control the defense of such claim,  suit,
     and/or demand, at Licensee's expense, and Licensee shall indemnify and hold
     Licensor,  its affiliates,  directors,  agents, and employees harmless,  at
     Licensee's  sole  expense,  from and against  any such third party  claims,
     suits, or demands (including without limitation legal fees).

          7.4.2  If  Licensor  undertakes  the  defense  or  prosecution  of any
     litigation  relating to the Proprietary  Marks,  Licensee shall execute any
     and all  documents  and do such acts and things as may,  in the  opinion of
     counsel  for   Licensor,   be  necessary  to  carry  out  such  defense  or
     prosecution, including, but not limited to, becoming a nominal party to any
     legal action if Licensee is not already a party to such  action.  Except to
     the extent  that such  litigation  is the result of  Licensee's  use of the
     Proprietary  Marks  in  a  manner  inconsistent  with  the  terms  of  this
     Agreement,  or is the result of  Licensee's  use of the  Proprietary  Marks
     prior  to the  date of  this  Agreement,  Licensor  agrees  that  it  shall
     reimburse  Licensee  for its out of  pocket  costs in doing  such  acts and
     things,  except that Licensee shall bear the salary costs of its employees,
     and  Licensor  shall bear the costs of any judgment or  settlement.  To the
     extent such claim or


14


<PAGE>


litigation is the result of Licensee's use of the Proprietary  Marks in a manner
inconsistent  with be terms of this  Agreement  or use prior to the date of this
Agreement,  Licensee shall reimburse  Licensor for Licensor's costs in defending
such  litigation;  except,  that  Licensor  shall bear the  salary  costs of its
employees, and Licensee shall bear the costs, of any judgment or settlement.

          7.4.3 When  requested  by  Licensor,  Licensee  shall  cooperate  with
     Licensor in any action to restrain and prevent any such unauthorized use or
     passing-off  or to  oppose  or  cancel  any such  application,  filing,  or
     registration.  Licensee  shall take no legal or other  action  against such
     uses without the prior written approval of Licensor.

     7.5 Licensee shall not use, nor permit TJC Licensees who execute agreements
with Licensee after the date of this Agreement to use, the Proprietary  Marks as
part of its/their  corporate or other legal name.  Immediately upon execution of
this Agreement,  Licensee shall execute and file with all appropriate  state and
local  agencies,  a change of name  notice and such other  applicable  documents
necessary  to  comply  with this  provision.  Licensee  shall use best  efforts,
without the requirement of making any payments to such TJC Licensees, to require
that TJC Licensees who executed  agreements  with Licensee  prior to the date of
this Agreement who use the Proprietary Marks as part of their corporate or other
legal name to change such name so as to not use the Proprietary Marks.

     7.6  Licensee  shall not  directly or  indirectly  contest the  validity of
Licensor's ownership of the Proprietary Marks.

     7.7 Licensee expressly understands and acknowledges that:

          7.7.1 Licensee's, and the TJC Licensees', use of the Proprietary Marks
     pursuant to this Agreement do not give it or any TJC Licensee any ownership
     interest  or other  interest  in or to the  Proprietary  Marks,  except the
     license granted by this Agreement; and

          7.7.2 Any and all goodwill  arising out of Licensee's  use and the TJC
     Licensees' use of the  Proprietary  Marks under this Agreement  shall inure
     solely and exclusively to Licensor benefit.

     7.8  Licensee  shall not  register or attempt to register  any  Proprietary
Mark,  or any mark or name  which  incorporates  all or part of any  Proprietary
Mark, in any country in the world.

     7.9 Licensor has the right to modify and/or to  discontinue  the use of any
or all of the Proprietary  Marks, or to use other names or marks to identify the
TJC Products and the products and services  offered at TJC  Bakeries;  provided,
however,  that if Licensor  discontinues a Proprietary Mark that is used with or
on a product that represents a "significant  percentage" of Licensee's wholesale
business,  Licensor will provide a substitute  Proprietary Mark for that product
or products. The parties hereto agree that "significant percentage" shall mean a
percentage of gross revenues  received by Licensee from the sale of such product
in the twelve-


15


<PAGE>



month period prior to Licensor's  notice of  discontinuance of a mark, or in the
event such notice  occurs prior to the end of the first twelve (12) months,  the
number of months that Licensee has been operating  under this Agreement prior to
such notice by Licensor,  and that if such notification by Licensor is provided:
(a) during first twelve  months  following  execution  of this  Agreement,  that
percentage  is five  percent  (5%) or more;  (b)  during  second  twelve  months
following execution of this Agreement, the percentage shall be ten percent (10%)
or more;  and (c) at any time  following  the  twenty-fourth  (24th) month after
execution of this Agreement,  that  percentage  shall be twenty percent (20%) or
more.  Upon one hundred  twenty (120) days prior written  notice from  Licensor,
Licensee shall comply with Licensor's  standards and specifications with respect
to the use, and the licensing of others to use, any modified  Proprietary  Marks
or the new names and marks;  provided  that  Licensee  may  continue  to utilize
existing  inventory or supplies  that bear the old or  discontinued  Proprietary
Marks after the 120-day  period,  if such  inventory or supplies were  purchased
prior to Licensor's  notice of such  modification  or  discontinuance.  Licensee
shall be responsible for all costs associated with any such change, and Licensor
shall have no liability to Licensee therefor.

     7.10  Licensor  is the  owner of all  rights,  title  and  interest  in the
Proprietary  Marks,  and  Licensor  agrees to use best  efforts to maintain  the
validity of, and the registrations for, Proprietary Marks licensed hereunder.

8. PROPRIETARY INFORMATION

     8.1 Licensee acknowledges that the Proprietary  Information,  including the
Secret  Recipes,  the Technical  Information,  the techniques,  know-how,  trade
secrets, formulas, specifications, and all other information relating to the TJC
Products are trade secrets of Licensor. Licensee acknowledges that Licensee does
not and shall not  acquire  any right or  interest  therein  beyond  the  rights
expressly  granted to it under this Agreement.  Licensee shall maintain adequate
security in the control,  use, and handling of the  Proprietary  Information  in
accordance with the guidelines and instructions prescribed by Licensor from time
to time.

     8.2  Licensor  has the  right  to  modify  any  aspect  of the  Proprietary
Information,  and upon one hundred  twenty (120) days prior written  notice from
Licensor,  Licensee shall comply with  Licensor's  standards and  specifications
with  respect  to the use,  and the  licensing  of others to use,  the  modified
Proprietary Information.

     8.3 Licensee shall not knowingly engage, or assist others to engage, in any
activity which constitutes an infringement, appropriation, copying, unauthorized
use, or imitation of any the  Proprietary  Information  or other features of the
Intellectual Property, or which otherwise threaten any interest of Licensor.

     8.4 Except as specifically  provided in this Agreement,  Licensee shall not
at  anytime,  during the term of this  Agreement  or  thereafter,  use or permit
others  to use any of the  Intellectual  Property  to  manufacture  or  identify
cinnamon rolls or other bakery products.


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     8.5 Licensee shall promptly notify Licensor in writing of any  unauthorized
use of the Proprietary Information. Licensor shall have the sole right to direct
and  control  any   administrative   proceeding  or  litigation   involving  the
Proprietary  Information,  including  any  settlement  thereof.  Licensee  shall
cooperate with Licensor in all matters concerning the Proprietary Information.

9. TERMINATION

     9.1 If Licensee is in default  under this  Agreement and fails to cure such
default within the time period  specified  below after notice from Licensor,  to
the extent such default is susceptible to cure, this  Agreement,  and all rights
granted to Licensee herein shall terminate upon the expiration of the applicable
cure  period.  The events of default  and the  applicable  cure  periods  are as
follows:

          9.1.1 If  Licensee  fails to  comply  with,  or fails to cause any TJC
     Licensee to comply with, any of the standards or specifications  prescribed
     by Licensor regarding the use or licensing of the Intellectual Property, or
     the  production,  distribution,  or  sale of the  TJC  Products  or New TJC
     Products  (defined in Section 12),  and fails to cure such  default  within
     thirty (30) days following Licensor's notice;  provided,  however,  that if
     Licensor  reasonably  believes that the default adversely affects Licensor,
     the  Proprietary  Marks,  or the goodwill  associated  with  Licensor,  the
     Proprietary Marks or the TJC Products, Licensee shall,  notwithstanding the
     thirty (30) day cure period,  immediately  cease such action,  and Licensor
     may seek  injunctive  relief to prevent  further  defaults  which  Licensee
     agrees  that it shall  not  oppose.  Within  fifteen  (15)  days  following
     Licensor's  notice,  Licensee  may provide  information  and  materials  to
     Licensor in an attempt to  demonstrate  that  Licensee's  default  will not
     adversely affect Licensor, the Proprietary Marks or the goodwill.

          9.1.2 If Licensee breaches any covenant, promise or obligation in this
     Agreement,  except those specified in Sections 9.1.1 and 9.1.3, Section 9.3
     or Section 9.4 hereof,  and fails to cure such  breach  within  thirty (30)
     days following Licensor's notice of default.

          9.1.3 If Licensee  fails to pay all royalties and other  payments when
     due,  and fails to cure such breach  within ten (10) days after  receipt of
     notice from Licensor.

     9.2 Upon notice of default from Licensor for a default specified in Section
9.1,  Licensee  shall  diligently  commence  actions to cure such default.  If a
default is not  susceptible to cure within the period  specified in Section 9.1,
Licensee may avoid termination if Licensee diligently  commences actions to cure
such default,  actively pursues all available  remedies and actions,  cures such
default  within a reasonable  time, and provides  Licensor with regular  reports
concerning the progress to cure such default.

     9.3  Notwithstanding  the provisions of Section 9.1, 9.2, or 9.4, after the
first twelve (12) months of this Agreement, if Licensee commits a breach of this
Agreement and has


17


<PAGE>



received a notice of default  provided for in this Section 9, four (4) times for
substantially  the same  default,  whether or not such  defaults have been cured
after notice, this Agreement shall terminate immediately upon notice to Licensee
of the fourth (4th) default;  provided  however that this provision  shall apply
only to repeated breaches of Section 9.1.1 and Section 9.1.2.

     9.4  Either  party  shall  have  the  right  to  terminate  this  Agreement
forthwith,  without notice,  if the other party becomes  "insolvent" (as defined
below) or makes an assignment for the benefit of creditors, or if a voluntary or
involuntary petition in bankruptcy is filed by or against the other party, or if
a receiver  or trustee of the  business of the other  party is  appointed  or an
attachment  levied  against the property of the other party used in its business
hereunder  and such  receivership,  trusteeship,  or attachment is not dissolved
within fifteen (15) days from the date of filing thereof, or in the event of the
issuance  of a court  order or writ for the sale or  transfer  of other  party's
property used in its business  hereunder.  "Insolvent" shall mean, as applied to
Licensee, liabilities exceeding assets by a ratio of at least 1.5 to 1, and such
ratio has not been  less than 1.5 to 1 within  the  ninety  (90) days  following
notice of a default for insolvency.

     9.5 In the event of expiration,  assignment by Licensee,  or termination of
this Agreement, regardless of the cause of termination, Licensee shall forthwith
cease  to use,  for any  purpose,  any  and  all of the  Intellectual  Property.
Licensee  shall  promptly  return to Licensor  all signs,  packaging,  supplies,
lists,  forms, and other materials  containing any of the Proprietary Marks, and
any  and  all  copies  of  the  Proprietary  Information.   Upon  expiration  or
termination of this Agreement by Licensor, Licensee shall transfer and assign to
Licensor, and Licensor shall assume, all of Licensee's rights and obligations as
"franchisor"  or  "licensor"  in all TJC License  Agreements  for the  remaining
period of the term of such  agreements.  Licensee  shall utilize and execute the
forms of agreements  prescribed by Licensor  governing the transfer,  assignment
of, and subsequent post-transfer operations under, the TJC License Agreements.

10.  ADVERTISING AND PROMOTION

     10.1 All advertising and promotional  material prepared by or to be used by
Licensee  or  TJC  Licensees  in  connection  with  the  manufacture,   sale  or
distribution  of the TJC Products,  including  product  packaging and wrappings,
shall be subject to the prior written approval of Licensor. For all advertising,
promotional plans, packaging, containers, and/or labels for the TJC Products not
prescribed  by  Licensor,  Licensee  shall submit  samples of such  materials to
Licensor  for  Licensor's   prior  written  approval  (except  with  respect  to
advertised  or  suggested  retail  prices).  Except with  respect to approval of
advertising  and promotion by Licensee of Approved TJC Wholesale  Products,  the
procedures  for which are set forth in Section  4.7,  Licensor  shall review and
respond  to such  submission  within  thirty  (30)  days  after  receipt  of the
materials required under the prior sentence. Failure to respond within such time
period  shall not be deemed  approved by Licensor.  Licensee  shall not use such
proposed advertising,  promotiona1 plans, packaging,  containers,  and/or labels
without   Licensor's  prior  written  approval.   All  rights  in  and  to  such
advertising,  promotional plans, packaging, containers, and/or labels, including
without limitation  copyrights,  shall become the exclusive property of Licensor
without separate charge to Licensee);  and this Agreement  constitutes a license
from Licensor

18


<PAGE>



to Licensee to use such rights for the term of this  Agreement.  Licensee agrees
that it shall sign such  documents  (and cause any  contractors,  agencies,  and
persons  other  than its  employees  who work on such  advertising,  promotional
plans, packaging,  containers, and/or labels to sign such documents) as Licensor
may reasonably require in order to implement the terms of this provision.

     10.2 Licensor  shall have the right to disapprove the subsequent use of any
previously approved advertising;  and Licensee shall promptly  discontinue,  and
shall cause its TJC Licensees to discontinue,  use of advertising or promotional
programs or materials upon notice from Licensor.

     10.3  Licensor  shall not be liable to  Licensee as a result of any review,
approval,  or disapproval of any  advertising;  and Licensee  acknowledges  that
Licensor  review of advertising is to enforce the proper use of the  Proprietary
Marks in advertising.  Licensee shall  indemnify and hold harmless  Licensor and
its affiliates against and from any and all claims,  demands,  suits,  costs, or
expenses resulting from Licensee's use of advertising.

     10.4 In the event  Licensee  develops  its  business  to  include  business
activities not [subject to this Agreement,  and if Licensee develops advertising
or  promotional  material  that does not relate to, in any way or mention,  nor
depict,  any TJC  Product,  or  Licensee's  rights  under this  Agreement,  such
advertising  or  promotional  material  shall be owned  by  Licensee  and not by
Licensor.

11. TECHNICAL ASSISTANCE

     Licensor will disclose or make available to Licensee the Secret Recipes and
Technical  Information  in such detail as to enable  Licensee to produce the TJC
Products in the  Territory,  and to license the TJC Licensees to produce the TJC
Products  in  the  Territory,   in  accordance  with  Licensor's  standards  and
specifications.  From time-to-time  during the term of this Agreement,  Licensor
shall disclose and make available to Licensee additional  Technical  Information
concerning   modifications,   alterations,   additions,  or  amendments  to  the
Proprietary  Information to permit  Licensee and the TJC Licenses to produce the
TJC Products at all times in accordance with Licensor's then-current procedures,
specifications, and standards.

12. NEW PRODUCTS

     12.1  Licensor  shall have no obligation to Licensee or any TJC Licensee to
produce or develop new products  utilizing  the  Proprietary  Information  or to
modify existing TJC Products.

     12.2  In the  event  Licensor  develops  a new  product  that  utilizes  or
incorporates  all or a material part of the  Proprietary  Information  ("New TJC
Product"),  Licensor may offer Licensee the right to sell at retail, and license
or franchise others to sell at retail, such New TJC Product under the same terms
and  conditions  specified  herein  for TJC  Products;  provided  that  any such
production,  distribution,  or sales of New TJC Products shall be limited to the
specific



19

<PAGE>

activities  set forth in Section  1.1,  Section 3, and Section 5 with respect to
TJC Products,  and such  activities  shall be in compliance with all other terms
and  conditions of this  Agreement.  licensee  shall not be required to produce,
distribute,  or sell,  or to  license  to TJC  Licensees  the right to  produce,
distribute, or sell, any New TJC Product. In connection with Licensor's offer of
any New TJC Products to Licensee, Licensor shall make available to Licensee, for
its  review,  copies of the  Proprietary  Information,  the  specifications  and
standards,  and any other guidelines  related to the New TJC Product;  provided,
and upon the express condition,  that such information shall remain confidential
in accordance  with the terms and  provisions of Section 14.  Further,  Licensee
hereby  agrees that if a New TJC Product is a Permitted  TJC  Product,  Licensee
shall not declare or authorize such product as a "Required  Product" (as defined
in the TJC Franchise Agreements) under the TJC Franchise Agreements even if such
a designation is permissible under one or more of the TJC Franchise Agreements.

     12.3 If  Licensee  desires  to sell a New TJC  Product,  or to  license  or
franchise others to do so, Licensee agrees:

          12.3.1 to notify  Licensor in writing of its intent to sell, or permit
     TJC  Licensees to sell,  the New TJC Product,  and to identify the specific
     retail or wholesale  locations or operations,  and TJC  Licensees,  if any,
     that offer the New TJC Products,  and to provide  periodic  updates to such
     information as requested by Licensor;

          12.3.2  to   follow   all   rules,   guidelines,   instructions,   and
     specifications  regarding the  production,  storage,  distribution,  retail
     display, and sale of the New TJC Products;

          12.3.3 to pay Licensor a New Product  Royalty Fee equal to two percent
     (2%) of  gross  sales  of the  New TJC  Products  by  Licensee  and all TJC
     Licensees  for two (2) years  following  Licensee's  notice to  Licensor of
     Licensee's  agreement to sell the New TJC products,  and three percent (3%)
     of gross sales of the New TJC  Products by Licensee  and all TJC  Licensees
     for the remaining term of this Agreement.

          12.4 For the purposes of this  Agreement,  "gross sales" shall include
     all revenue from the sale of New TJC Products,  whether for cash or credit,
     received by Licensee or the applicable TJC Licensees; and shall not include
     (i) any sales tax or other taxes collected from customers and paid directly
     to the  appropriate  tax  authorities,  (ii) the retail  value of  employee
     purchases  of New TJC  Products,  or  (iii)  the  coupon  value  of New TJC
     Products distributed with promotional coupons.

          12.5 Payments of the New Product Royalty Fee shall be paid to Licensor
     on the twentieth (20th) day of January,  April, July, and October, based on
     the gross sales of New TJC Products by Licensee and TJC Licensees,  for the
     preceding  calendar  quarter,  regardless of payment by the TJC Licensee or
     collection by Licensee.



20

<PAGE>



     12.6 If Licensee elects to produce, distribute, or sell the New TJC Product
as permitted in Section 12.3,  all  references to TJC Products in this Agreement
shall be deemed to include New TJC Products.

     12.7 In the event Licensee or any TJC Licensee develops any new product, or
modifies an existing  TJC  Product,  and  utilizes  any part of the  Proprietary
Information  in that  process,  or discovers  or is informed of any  alteration,
addition,  or improvement in or to the Proprietary  Information,  Licensee shall
immediately  notify Licensor of such new or modified product,  and shal1 provide
Licensor with all specifications,  recipes, or other information related to such
product.  Licensee may not, and will not permit TJC  Licensees  to,  produce for
resale,  or sell, any such product without  receiving  Licensor's  prior written
approval,  and may do so only  if  Licensee  and  TJC  Licensees  complies  with
Licensor's standards and specifications regarding the production,  distribution,
packaging,  retail presentation,  and sale of such product. Licensee agrees that
any  and  all  alterations,   additions,  or  improvements  to  the  Proprietary
Information, or new products, concepts, ideas, or recipes, developed in whole or
in part by Licensee or its TJC Licensees that use all or part of the Proprietary
Information  shall be the property of Licensor,  and Licensee  shall execute all
other documents required by Licensor to effectuate this provision.

13. REPORTS AND RECORD KEEPING

     13.1  Licensee  shall  prepare and maintain  full,  complete,  and accurate
records of its business  operations  pursuant to this  Agreement in such manner,
and with such  information,  as Licensor may specify,  including (a) information
concerning  each  agreement  with  a  TJC  Licensee,  including  addresses,  new
licenses, terminations,  lawsuits filed by or against the TJC Licensee, and such
other  information  as Licensor may  specify;  (b)  quarterly  sales and revenue
reports for all TJC Bakeries, and quarterly sales and revenue reports concerning
sales of TJC Products from TJC Retail Locations;  (c) information concerning the
operation of each TJC Licensee as it pertains to the preparation and sale of TJC
Products;  and (e) such other reports as may be specified by Licensor.  Licensor
reserves the right to require more frequent reports as Licensor may determine in
its  reasonable  discretion.  In  particular,  Licensee shall maintain and shall
cause its TJC  Licensees to maintain and provide to Licensee,  sales and revenue
reports in a form  specified  by  Licensor  to  accurately  report  gross  sales
necessary to determine the royalty fees owed under Section 12 above.

     13.2 Licensor  reserves the right to review,  at  Licensor's  sole cost and
expense,  and inspect all books,  records,  and  accounts  of  Licensee,  and to
conduct an audit of Licensee's books, records, and accounts.  Licensor shall not
conduct  more  than  three (3)  inspections  or audits  within  any year  unless
Licensor reasonably believes that there is a reason to do so. Further,  Licensee
shall  appoint  Licensor,  upon  Licensor's  reasonable  request,  as Licensee's
designee to inspect the books, records, and accounts of the TJC Licensees to the
extent permitted under the TJC License Agreements.



21

<PAGE>



14. CONFIDENTIALITY, NON-DISCLOSURE, AND NON-COMPETE

     14.1  Licensee  acknowledges  and  agrees  that  Licensor  owns  all of the
Intellectual  Property.  Licensee  further  acknowledges  and  agrees  that  the
Intellectual Property includes of trade secrets and confidential and proprietary
information and know-how that gives Licensor a competitive  advantage;  that all
measures  necessary to protect the trade  secrets,  the  confidentiality  of the
Proprietary Information,  and know-how comprising the Intellectual Property have
been taken; that all material or other information now or hereafter  provided or
disclosed  to  Licensee  regarding  the  Intellectual  Property  is and  will be
disclosed in  confidence;  that Licensee has no right to disclose any part of it
to  anyone  who  is  not  a  TJC   Licensee  or  an  employee  or   professional
representative of Licensee; and that Licensee will disclose to its employees and
the TJC Licensees only those parts of the Intellectual Property that an employee
or a TJC Licensee needs to know.  Licensor and Licensee agree that  confidential
information  shall  exclude  information  that (a) has been or is  obtained by a
third party from a source independent of Licensor,  Licensee,  their affiliates,
or their respective  officers,  directors,  employees or agents,  and such third
party is not desiring such information; (b) is or becomes generally available to
the public other than as a result of an  unauthorized  disclosure by Licensee or
its affiliates or their personnel; or (c) is independently developed by Licensee
without reliance in any way or the Intellectual Property.

     14.2 Licensee will protect as confidential  and proprietary the Proprietary
Information,   including  the  Secret  Recipes,   Technical   Information,   the
techniques,  know-how, trade secrets,  formulas,  specifications,  and all other
information  relating to the TJC Products,  whether or not patentable.  Licensee
will not  disclose,  in whole or in part,  any  Proprietary  Information  to any
person,  firm,  or  corporation,  except to those  employees  of Licensee  whose
knowledge of such  information  is required for the  performance  of  Licensee's
obligations under this Agreement, and to TJC Licensees.

     14.3 Licensee shall have no rights in the Proprietary Information and shall
use the  Proprietary  Information  solely for the purpose  contemplated  by this
Agreement.  Any  and  all  goodwill  arising  from  the  use of the  Proprietary
Information by Licensee shall inure exclusively to the benefit of Licensor.  The
provisions  of this Section 14 shall  survive the  termination  or expiration of
this Agreement.

     14.4 Licensee  specifically  acknowledges that, pursuant to this Agreement,
and as a result of Licensee's relationship with Licensor,  Licensee will receive
valuable  and   confidential   information,   including,   without   limitation,
information regarding operational,  sales,  promotional,  and marketing methods,
related  to the sale of TJC  Products  at TJC  Bakeries,  through  other  retail
channels, at wholesale,  and at dual- or multi-brand restaurants owned, operated
or  franchised  by  Licensor.  Licensee  covenants  that during the term of this
Agreement,  and for a period  of two (2)  years  following  the  termination  or
expiration  of this  Agreement,  except as  otherwise  approved  in  writing  by
Licensor  in its  sole  discretion,  Licensee  shall  not,  either  directly  or
indirectly,  for itself, or through, or on behalf of, or in conjunction with any
person, persons,



22

<PAGE>

or legal entities,  own, maintain,  operate, be employed by, or have an interest
in, or directly engage in, any business which:

          (a) involves or is engaged in the manufacturing, baking, distribution,
     or sale of bakery  products  whose  predominant  flavor is cinnamon,  or is
     otherwise recognized generally as a cinnamon product; or

          (b) is (i) a retail  business  that is the same as or  similar  to, or
     offers products which are the same as or similar to products  offered at or
     by,  Licensee or TJC  Licensees,  and (ii) the  principal  products of such
     business,  representing  at least twenty percent (20%) of gross sales,  are
     bakery products; or

          (c) is a wholesale  business that sells or distributes bakery products
     to competitors" of TJC Bakeries or "Arby's  Restaurants" (as defined in the
     Purchase  Agreement),  and "competitors"  shall include  restaurants,  food
     service  outlets,  kiosks,  shops,  and other retail  outlets that (i) sell
     products  similar to those sold at TJC Bakeries or Arby's  Restaurants,  or
     (ii) are listed on Nation's Restaurant News annual top 100 chains ranked by
     total number of units, excluding from such list hotels and hotel chains, or
     such  similar  or  successor  report  or  listing  in  the  event  Nation's
     Restaurant  News no longer  publishes  such a list.  The  current  Nation's
     Restaurant News list is the list published on April 29, 1996.

For the two (2) year period  following  the  termination  or  expiration of this
Agreement,  however,  the  restrictions  set forth in this Section 14.4 shall be
limited to  businesses  that are, or are intended to be,  located (x) within the
protected  territory or area of  exclusivity  of any TJC bakery that operates or
was operated during the term of this  Agreement,  or (y) within (3) miles of (i)
the  principal  office  of any  wholesale  customer  of  Licensee  or  wholesale
Licensee,  or (ii) the retail outlet of any retailer that purchased TJC Products
from such wholesale customer.

     14.5  Licensor may require that the  individual  officers,  directors,  and
executives  of Licensee  designated  in Exhibit H, and all  successors  or other
individuals reasonably designated by Licensor at a later date, execute covenants
agreeing to be personally  bound by the provisions of this Section 14; provided,
however,  that the  non-competition  covenant  of Section  14.4 shall apply only
during the  individuals'  tenure with Licensee,  and for two (2) years following
the termination of their franchise, employment, or affiliation with Licensee.

15. INDEMNIFICATION

     Licensee shall indemnify and hold harmless  Licensor,  its affiliates,  and
their  respective  officers,  directors,  shareholders,  agents,  and  employees
against  and from any and all  out-of-pocket  loss,  cost,  damage  and  expense
(including  reasonable  attorneys' fees) resulting from: (i) any material breach
of any  covenant,  representation,  or warranty of  Licensee  contained  in this
Agreement;  and/or (ii) any claim by a third party,  including any  governmental
authority, arising



23

<PAGE>



out of or relating to the manufacture,  production,  marketing,  sale, purchase,
distribution, use or consumption of TJC Products produced,  distributed, or sold
by Licensee or a TJC  Licensee;  and/or (iii) any  occurrence  at any TJC Bakery
owned or operated by  Licensee  or a  Franchisee;  except to the extent that any
such claim arises out of: (a) any material breach of this Agreement by Licensor;
or (b) Licensor's gross negligence.

16. INSURANCE

     During the term of this  Agreement,  Licensee shall maintain  comprehensive
general liability insurance and products liability insurance, in such amounts as
may be specified by Licensor,  and such other  insurance as Licensor  reasonably
may specify, consistent with industry standards. The currently approved type and
amounts of insurance coverage are specified in Exhibit K. Licensee shall provide
Licensor,  upon written request of Licensor,  with certificates  evidencing such
insurance  and  certificates  of renewal  of such  insurance,  when  applicable.
Licensor shall be named an additional insured under such coverage, at no cost to
Licensor.

17. ASSIGNMENT OF INTERESTS

     17.1 Licensee shall not transfer,  assign,  convey,  give away,  pledge, or
encumber  collectively  "Transfer")  any rights in this Agreement or the license
granted herein, in all or substantially all of the assets of Licensee, or in any
supply, license,  sublicense,  or franchise agreement; nor shall Licensee permit
any  Transfer of more than a ten  percent  (10%)  direct or  indirect  ownership
interest in Licensee by any  individual  shareholder  of Licensee  specified  in
Exhibit H, without  Licensor's prior written  consent,  which consent may not be
unreasonably  withheld.  As of the date of this Agreement,  there exist only two
such restricted stockholders, and said stockholders have executed, of equal date
herewith,  stock sale restriction agreements attached to the Purchase Agreement.
Further,  prior  to any  Transfer  of  this  Agreement  or the  rights  to  this
Agreement, Licensee shall comply with the procedures set forth in Section 17.2.

     17.2 In the event  Licensee  desires  to accept  any bona fide offer from a
third party to directly or indirectly  purchase any interest in this  Agreement,
Licensee shall notify Licensor in writing of each such offer,  and shall provide
to Licensor such  information  and  documentation  relating to the offer and the
prospective purchaser as Licensor may require. Licensor shall have the right and
option,  exercisable  within  thirty (30) days after  receipt by Licensor of all
such written  notification and all other  information  required by Licensor,  to
send written  notice to Licensee  that Licensor  intends to purchase  Licensee's
interest on the same terms and  conditions as those  offered by the  prospective
purchaser.  The  information  to be supplied  by the  Licensee  and  required by
Licensor shall be accompanied by (i) a written  representation and warranty from
Licensee  that  Licensee  has  provided  Licensor  with  all of the  information
required under this Section 17.2, and that such  information is true,  accurate,
and  complete;  and (ii) an  appropriate  resolution  of the  seller's  board of
directors  approving  the  proposed  sale,  or other  evidence  satisfactory  to
Licensor  of  Licensee's  intent to  consummate  the  transaction.  Further,  if
Licensor elects to exercise its option  hereunder,  notwithstanding  anything in
the offer,  Licensor  shall be  entitled to conduct  due-diligence  of the scope
customary for transactions of the type proposed



24

<PAGE>



in the offer for a period of not less than thirty (30) days, commencing upon the
date of  Licensor's  notice to the seller of  Licensor's  election  to  purchase
pursuant to this  Section.  In the event that  Licensor  elects to exercise  its
option  hereunder,  closing on such purchase must occur within the later of: (i)
sixty (60) days from the date of notice to Licensee of the  election to purchase
by Licensor,  (ii) such period as may have been provided in the offer,  or (iii)
such period as may be  necessary to conduct due  diligence  as provided  herein.
This  provision  shall not prevent or restrict  Licensee from allowing the third
party to conduct due diligence  during such time that Licensor is conducting its
due diligence  provided for hereunder.  Any material  change in the terms of any
offer shall  constitute a new offer  subject to the same rights of first refusal
by Licensor as in the case of the initial offer, and notice of any such material
change shall be provided in writing by Licensee promptly to Licensor. Failure of
Licensor  to  exercise  the  option  afforded  by this  Section  17.2  shall not
constitute a waiver of any other provision of this  Agreement,  including all of
the  requirements  of this  Section  17,  with  respect to a proposed  transfer.
Licensee  shall not  execute any  contract  or accept any offer to purchase  any
interest, unless the provisions of this Section 17.4 have been satisfied.

     17.3  Licensor  may Transfer  any or all rights in this  Agreement,  in the
Intellectual  Property, or in any assets of Licensor to any person or entity, on
any terms or conditions, and at any time, in its sole discretion. Licensor shall
notify Licensee prior to any Transfer by Licensor.

18. ASSIGNMENT OF TJC FRANCHISE AGREEMENTS

     Licensor shall have the right and option,  exercisable upon sixty (60) days
prior  written  notice  ("Assignment  Notice")  to  Licensee,  to acquire all of
Licensee's  rights,  title and interest in and to the TJC  Franchise  Agreements
then in effect as of the date of assignment  specified in the Assignment Notice.
Licensor  may not  exercise  its  option  hereunder  prior  to the  third  (3rd)
anniversary  of the date of this  Agreement,  nor  later  than the  fifth  (5th)
anniversary of the date of this Agreement. Licensee shall assign and transfer to
Licensor the TJC  Franchise  Agreements,  shall  execute the form of  assignment
attached as Exhibit K, and shall act and perform  such duties as Licensor or its
counsel may reasonably  require to effectuate  the assignment  specified in this
Section 18.  Licensor and Licensee shall be responsible  for their own costs and
expenses incurred in the assignment,  and Licensor shall not be obligated to pay
Licensee any consideration or other compensation for such assignment.

19. MISCELLANEOUS

     19.1 If any of the  provisions  of this  Agreement may be construed in more
than one way,  one of which  would  render the  provision  illegal or  otherwise
voidable or  unenforceable,  such provision shall have the meaning which renders
it valid and enforceable. The language of all provisions of this Agreement shall
be construed  according to its fair meaning and not strictly  against any party.
In the  event  any  court or other  government  authority  shall  determine  any
provision in this  Agreement is not  enforceable  as written,  the parties agree
that the  provision  shall be amended so that it is  enforceable  to the fullest
extent permissible under the laws and

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public policies of the  jurisdiction in which  enforcement is sought and affords
the  parties the same basic  rights and  obligations  and has the same  economic
effect.  If any  provision  in this  Agreement  is  held  invalid  or  otherwise
unenforceable by any court or other  government  authority or in any arbitration
proceeding,  such findings  shall not  invalidate the remainder of the agreement
unless in the  reasonable  opinion of Licensor the effect of such  determination
has the effect of frustrating the purpose of this Agreement,  whereupon Licensor
shall  have the right by notice in  writing  to the other  party to  immediately
terminate this Agreement.

     19.2 The entering into,  performance,  and interpretation of this Agreement
shall be  governed,  construed,  and  interpreted  by the  laws of the  state of
Florida without regard to the law of conflicts (and without giving effect to the
application of Florida choice-of-law rules).  Licensor and Licensee hereby agree
that to the extent that any  disputes  arise that  cannot be  resolved  directly
between the  parties,  the  parties  shall file any  necessary  suit only in the
federal or state court having jurisdiction where Licensor's  principal office is
then located.  The parties  irrevocably  submit to the  jurisdiction of any such
court and waive any objection they may have to either the  jurisdiction or venue
of any such  court.  This  Section  19.2 shall not be  interpreted  to apply any
franchise law or business  opportunity law to the relationship  between Licensor
and Licensee or the subject matter of this Agreement,  which would not otherwise
be  applicable.  The parties  acknowledge  and agree that this  Section 19.2 was
specifically negotiated by the parties, and that the selection of Florida law as
the governing  law was included in this  Agreement in exchange for other changes
in the Agreement requested by, and concessions provided to, Licensee.

     19.3 Recognizing that remedies at law may be inadequate for the enforcement
of certain  breaches  of this  Agreement,  in the event  Licensee  breaches  any
provision of this  Agreement by reason of which the validity or ownership of, or
goodwill  in,  the  Proprietary  Marks  or the  Proprietary  Information  may be
impaired,  or  breaches  the  covenants  to protect the  confidentiality  of the
Proprietary  Information,  Licensor  may be  entitled  to  injunctive  relief to
enforce  the  provision  of this  Agreement,  in  addition  to its other  rights
hereunder.

     19.4 Neither party shall be responsible to the other for non-performance or
delay in performance  occasioned by any causes beyond its control and for causes
other  than  its own  fault  (other  than  lack  of  funds)  including,  without
limitation,  acts of civil or military  authority,  failure of civil or military
authorities to act, strikes, lockouts, embargoes, insurrections, or Acts of God.
If any  such  delay  occurs,  any  applicable  time  period  hereunder  shall be
automatically  extended for a period equal to the time lost;  provided  that the
party  affected  shall make  reasonable  efforts to correct  the reason for such
delay and give the other party prompt written notice of any such delay.

     19.5  Licensee  is an  independent  contractor  and  shall not  assume  any
obligation  or  liability,  express or implied,  on behalf of Licensor.  Nothing
contained  herein or done  hereunder  shall be  construed  as  creating  a joint
venture or partnership,  or as creating a franchise;  and, except for Licensee's
obligations to monitor, report on, and enforce the quality control standards



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of the TJC Products as required  under Section 6, this  Agreement  should not be
construed as constituting either party hereto as the agent of the other.

     19.6 Except as expressly  provided to the contrary herein,  nothing in this
Agreement is intended,  nor shall be deemed,  to confer upon any person or legal
entity  other than  Licensee,  Licensor,  and  Licensor's  affiliates  and their
respective  officers,  directors,  and  employees,  and such of  Licensee's  and
Licensor's  respective  successors  and assigns (as may be permitted  under this
Agreement) any rights or remedies under or by reason of this Agreement.

     19.7 Except for such actions,  approvals,  or withholding of approvals that
Licensor  may raise in its sole  discretion,  or in  accordance  with  standards
specified in this Agreement, Licensor and Licensee agree that both parties shall
act in a reasonable  manner when exercising their  respective  rights under this
Agreement.

     19.8  Licensor and Licensee  represent and warrant to each other that there
are no other Agreements,  obligations,  or other  requirements that prevent such
party from  entering  into and  delivering  this  Agreement or carrying out such
party's obligations hereunder.

     19.9 Any and all notices  required or permitted  under this Agreement shall
be in writing,  and shall be  personally  delivered,  sent by  registered  mail,
reputable overnight delivery service, or by other means which affords the sender
evidence  of delivery or rejected  delivery,  to the  respective  parties at the
addresses  designated  below,  unless  and until a  different  address  has been
designated by written notice to the other party.

 If to Licensor:        Arby's, Inc., d/b/a Triarc Restaurant Group
                        1000 Corporate Drive
                        Ft. Lauderdale, FL 33334-3651
                        Attn: John Vanderslice, Vice President

 with a copy to:        Rudnick, Wolfe, Epstien & Zeidman
                        1201 New York Avenue, N.W.
                        Penthouse
                        Washington, D.C. 20005-3919
                        Attn: Mark A. Kirsch, Esq.

 If to Licensee:        T.J. Cinnamons, Inc. or such new name of company as
                        required in Section 7.5
                        135 Seaview Drive
                        Secaucus, New Jersey 07094
                        Attn: Alan S. Gottlich, Vice Chairman/CFO



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  with a copy to:       Saul Feiger, Esq.
                        152-18 Union Turnpike
                        Kew Garden Hills, New York 11367

Any notice by a means which affords the sender evidence of delivery, or rejected
delivery,  shall be deemed to have been given at the date and time of receipt or
rejected delivery.

     19.10 This Agreement  constitutes the entire,  full, and complete agreement
between  Licensor  and  Licensee  concerning  the  subject  matter  hereof,  and
supersedes  all  prior  agreements,  no  other  representations  having  induced
Licensee  to  execute  this  Agreement.  Except for those  permitted  to be made
unilaterally by Licensor hereunder, no amendment,  change, or variance from this
Agreement  shall be binding on either  party  unless  mutually  agreed to by the
parties and executed by their authorized officers or agents in writing.

     IN WITNESS  WHEREOF,  the parties  hereto,  intending  to be legally  bound
hereby,  having duly executed,  sealed, and delivered this Agreement the day and
year first written above.

T.J. CINNAMONS, INC.              ARBY'S, INC., d/b/a TRIARC RESTAURANT GROUP

Licensee                          Licensor

By:___________________________    By:________________________________________

Name: /s/ ____________________    Name: /s/ _________________________________

Title: _______________________    Title: ____________________________________



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