Addendum w/Roadhouse Grill Asia Pacific (HK)



 


Exhibit 10.2



ADDENDUM




THIS ADDENDUM is made and entered into this 8th day of August, 2003 (the
“Execution Date”), by and between Roadhouse Grill, Inc.(“Company”), and
Roadhouse Grill Asia Pacific (HK) Limited (“Developer”)


WHEREAS, The parties hereto now desire to modify and amend the terms and
conditions of Section 4, Sections 8A(2) and 8B(2) of the principal Master
Development Agreement of January 5, 1996, as amended by the Amendment Agreement
of December 1, 1997; and as currently amended, in regards to any and all future
Third Party Franchise Agreements granted in the territory by the Developer, IT
IS HEREBY AGREED AS FOLLOWS:


	 	1.	 	That the Developer shall establish an office (hereinafter “Office”) for
the purpose
of selling Roadhouse Grill franchises in the territory. That the expenses
of such Office, as described in the “Roadhouse Grill Asia Pacific
Forecast Profit & Loss” statement (hereinafter “Budget”) attached hereto
and incorporated by reference thereby, shall be equally borne by the
parties hereto. It is agreed that the expenses of Office shall not vary
5% from the Budget without the express written consent of the Company. It
is agreed that Developer shall advance and pay the expenses of Office and
submit, on a quarterly basis, an invoice, along with a detailed breakdown
of the total of any and all expenses incurred by the Office to the
Company; and Company shall remit to Developer 50% of the total cost of
such invoice within thirty (30) days from the receipt of said invoice.
The Company shall not be obligated to pay any amount of incurred expenses
in excess of the Budget, unless it has agreed to any additional expense
in writing. It is agreed that any monies/revenue received by The
Developer from any Third Party Franchisee shall first be applied to the
expenses described in the Budget. It is further agreed that 50% of the
“Fixed Asset Investment,” as described in the Budget, shall be paid by
the Company within thirty days of the receipt of an invoice detailing the
cost of same from Developer. It is further agreed that 50% of the “out of
pocket” cost incurred by the Company (hereinafter “Company Expenses”) in
regards to its duties and obligations pursuant to this Addendum, shall be
borne by the Developer. The Developer shall approve any and all Company
Expenses in writing and shall pay same on the same terms and conditions
as provided for Developer’s Office expenses. It is further agreed that
any and all liability which arises from the granting of Third Party
Franchises including attorney’s fees and cost, which Company must
approve, be borne by Developer on a 50% basis. It is further agreed that
Developer shall maintain a liability insurance policy with a limit of no
less than US$500,000 (United States Dollar Five Hundred Thousand).



	 	2.	 	That the Developer shall employ a franchising person (hereinafter
“Franchise
Manager”) and a franchise support person (hereinafter “Franchise Support
Manager”), and collectively “Managers”, as described in the Budget for
the purpose of selling Third Party Franchises and supporting same. It is
agreed that the



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	 		 	Company shall assist in identifying and approve in writing the employment
of the Managers.



	 	3.	 	That Company shall have the right to approve, in writing, any Third
Party
Franchisee. In addition, unless otherwise approved in writing by the
Company, the franchise fee paid by Third Party Franchisees shall not be
less than US$30,000 (United States Dollar Thirty Thousand) and the
royalty fee shall not be less than 3% (Three percent) of gross sales
(hereinafter “Revenue”). 50% of any and all Revenue received by Developer
shall be the property of the Company and shall be paid, after deducting
approved expenses, to the Company within 30 days of Developer’s receipt
of same.



	 	4.	 	The obligations of the Company to pay 50% of the Office expenses is
contingent upon Developer selling Third Party Franchises consistent with
the Development Schedule, as described in the Budget. In the event the
Developer shall fail to comply with the Development Schedule, as
described in the Budget, the Company shall, upon written notice, have
the right to cease to have any further obligation to pay 50% of the
Office expenses incurred after said notice. It is further agreed that in
the event Revenue exceeds the Office expenses, at the expiration of the
third fiscal year following the execution of this Addendum, the Company
shall not be obligated to pay any Office expenses, but will retain the
right to receive, and Developer shall be obligated to pay 50% of the
excess of Revenues less Office expenses to the Company.



	 	5.	 	The Developer shall provide the Company each and every month, a
profit and loss statement and any other requested financial information
relating to the selling of franchises to third parties and shall submit
to Company an audited financial statement of all Office expenses and
Revenues 30 days after the end of each and every fiscal year of the
Developer.



	 	6.	 	That it is the intent of the parties hereto, to mutually agree on the
terms and conditions of the selling of franchises to third parties and
to equally share in the expenses and revenues of such enterprise. As
such, many matters pertaining thereto shall require mutual consent. In
the event any matter arises, not specifically provided for herein, which
the parties are unable to reach a mutual agreement upon (hereinafter
“Dispute”), the parties agree to submit such Dispute to binding
arbitration. Arbitration shall be conducted by each party hereto
appointing one arbitrator and the two appointed arbitrators shall
mutually agree upon and appoint a third arbitrator. The appointed
arbitrators shall conduct an arbitration upon rules under the American
Arbitration Association and the finding/decision of any two arbitrators
shall be mutually binding on the parties hereto. The expense of such
arbitration shall be equally borne by the parties hereto.



	 	7.	 	That in the event any provision of the Master Development Agreement,
as amended, is inconsistent with the provisions of this Addendum, the
terms of this Addendum shall be controlling. Any and all terms and
conditions of the Master



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	 		 	Development Agreement, as amended, not amended and or modified by this
Addendum, shall remain in full force and effect.



IN WITNESS THEREOF, the parties hereto have executed and delivered this
Addendum in    counterparts on the day and year above written.


DEVELOPER


ROADHOUSE GRILL ASIA PACIFIC (HK) LIMITED,
a Cayman Islands Corporation



	 	 	 	 	 	 	 
	By:	 	
/s/ Yong C. Wang
	 	Witness:
	 	/s/               
	 	 	 	 	 	 	 
	Title:	 	
Director	 	 	 	 





COMPANY


ROADHOUSE GRILL, INC.
A Florida Corporation



	 	 	 	 	 	 	 
	By:	 	
/s/ Ayman A. Sabi
	 	Witness:
	 	/s/               
	 	 	 	 	 	 	 
	Title:	 	
President and Chief Executive Officer	 






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