EXHIBIT 10.9

         Form 8-K dated March 11, 1997, and attached Recision Agreement




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                 March 11, 1997
                                (Date of Report)

                            Famous Sam's Group, Inc.
             (Exact Name of Registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

         0-24736                                         88-0361701
(Commission File Number)                    (IRS Employer Identification Number)

                  4221 E. Pontatoc Canyon Dr., Tucson, AZ 85718
           (Address of principal executive offices including zip code)

                                 (520) 577-6611
               (Registrant's telephone number including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)


Item 1. Change in Control of Registrant:  See Item 2, below.

Item 2.  Acquisition or  Disposition of Assets:  On March 11, 1997 (the "Closing
Date"),  Registrant,  Famous Sam's Group, Inc.,  executed,  delivered and closed
under  a  Recision,  Release  and  Final  Settlement  Agreement  (the  "Recision
Agreement")  with Famous  Sam's  Franchise  Corporation  ("FSFC") and the former
shareholders of FSFC, whereby Registrant returned to the Shareholders all of the
outstanding proprietary interest of its sole wholly-owned  subsidiary,  FSFC, in
exchange for a release of any and all liabilities between  Registrant,  FSFC and
the Shareholders.  The effect of the Recision  Agreement was the recision of the
acquisition  of  FSFC  from  the  Shareholders  on  July  24,  1996,  as if  the
acquisition had never been agreed to. The Recision Agreement was entered into in
an effort by Registrant to avoid what it considered to be otherwise  unnecessary
litigation if the disputes which had arisen with the  Shareholders  had not been
resolved, which litigation Registrant could not have afforded.

The Shareholders  transferred the 700,000 common shares of Registrant  issued in
the acquisition of FSFC back to the treasury of Registrant.  Concurrent with the
recision, the existing board and officers of Registrant resigned, and counsel to
Registrant,  Mr. Mark S. Pierce,  was appointed to the board.  Mr. Pierce is now
the sole director and executive officer of Registrant.

Item 3. Bankruptcy or Receivership:  Not Applicable.

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Item 4. Changes in Registrant's Certifying Accountant:  Not Applicable.

Item 5. Other Events:  None.

Item 6. Resignation of Registrant's Directors:  Not Applicable.

Item 7. Financial Statements,  Pro Forma Financial Information and Exhibits: Not
Required.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Famous Sam's Group, Inc.
(Registrant)


By: /s/ Mark S. Pierce
------------------------------
Mark S. Pierce, Chief
  Executive Officer

DATE:  March 13, 1997



                                    EXHIBITS


Exhibit 1. - Recision, Release and Final Settlement Agreement registrant, Famous
Sam's  Franchise  Corporation  and  the  former  shareholders  of  Famous  Sam's
Franchise Corporation


                    RESCISSION, RELEASE AND FINAL SETTLEMENT
                                (March 11, 1997)

THIS  AGREEMENT  is made and entered into this 11th day of March,  1997,  by and
among Famous Sam's Group,  Inc.,  a Nevada  corporation  formerly  known as U.S.
Flywheel,  Inc.  ("FSGI"),  and Famous Sam's Franchise  Corporation,  an Arizona
corporation  ("FSFC"),  and the former shareholders of FSFC, Mr. Gerald Ross and
Ms. Sandra Ross (collectively, "Mr. and Mrs. Ross").

                                    RECITALS:

The  following  recitals are true and correct and form an integral  part of this
Agreement.

1. FSGI, FSFC and the Rosses entered into an agreement (the "B Reorg Agreement")
on the 24th day of July,  1996,  pursuant to which FSGI acquired from the Rosses
all of the outstanding proprietary interest of FSFC;

2. Dan Hodges  ("Hodges") was the subject of two contracts with FSGI pursuant to
which he identified, negotiated and obtained the agreement of the Rosses to sell
their shares in FSFC to FSGI, all as the authorized agent of FSGI;

3. Hodges,  in obtaining the foregoing  agreement  from the Rosses to sell their
shares  of FSFC to FSGI,  made  many  representations  and  warranties  to,  and
covenants  with,  the Rosses on behalf of FSGI,  each of which was  material  in
obtaining their agreement;

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4.  Hodges  specifically  represented,  warranted  and  covenanted,  among other
matters,  to FSGI  and Mr.  and Mrs.  Ross  that he would  (i)  arrange  for the
infusion of $2,000,000 in equity  capital into FSGI  following the  acquisition,
(ii) provide a market for the common equity of FSGI  following  the  acquisition
and the infusion of the  foregoing  capital so that a $5.00 share price would be
maintained,  (iii)  guarantee  the Rosses the return of their shares in FSFC and
money if he were unable to perform the foregoing;

5. Hodges had no ability  whatsoever to provide for the  undertakings he made to
the Rosses,  each of which was materially  false and misleading and instrumental
to the Rosses in their coming to their  decision,  and each of which was made by
Hodges knowing the same to be materially false and misleading;

6. Hodges obtained shares in FSGI for his services,  liquidated  those shares to
his  significant  economic  advantage,  and  failed  to  provide  for any of the
undertakings  which he made,  never  intending to do so, and  intending  only to
profit through the loss of FSGI, FSFC and the Rosses;

7.  FSGI,  FSFC and the  Rosses,  after  discovering  the  materially  false and
misleading  actions of Hodges, as set forth in part above, have endeavored since
October 1, 1996, to resolve the issues with Hodges which have arisen.

8. Hodges has not even performed under these agreements, the result of which has
been the loss of two  separate  financing  opportunities  to FSGI,  FSFC and the
Rosses for the business of FSFC, and the complete collapse of the market for the
FSGI equity shares;

9. The  parties  have now  concluded  that  Hodges had no intent  whatsoever  to
fulfill his obligations under his latest set of agreements,  or any of his prior
agreements either for that matter, all to the detriment of the parties;

10. FSFC and the Rosses,  as a result of those  actions set forth  above,  among
other actions, have the right under Section 17 of the Securities Act of 1933, as
amended (the  "Securities  Act"),  Sections  10(b),  18 and 29 of the Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  and the  "Arizona
Securities  Act" to sue FSGI for recision of the B Reorg Agreement and for their
damages in regards of the same;

11. The parties  have now  determined  that it is in the best  interests  of the
parties to rescind the B Reorg  Agreement,  without the necessity of litigation,
and return themselves, as best they are able, to the position they were in prior
to July 24, 1996; and

12. The parties  further desire to compromise  all claims between  themselves in
regards of the aforesaid on the terms and conditions set forth herein.

                                   COVENANTS:

NOW, THEREFORE, for Ten ($10) Dollars and other good and valuable consideration,
the receipt and sufficiency of which are each hereby  acknowledged,  THE PARTIES
AGREE AS FOLLOWS:

                                    ARTICLE I
                                    RECISION

1.1  Rescission of B Reorg  Agreement.  The parties  hereby  rescind the B Reorg
Agreement nunc pro tunc to the date thereof in accordance with the provisions of
the  Securities  Act, the Exchange  Act and the Arizona  Securities  Act, all of
which are set forth in the premises above.

1.2  Return of FSFC  Shares  by FSGI to the  Rosses;  Return  of FSGI  Shares to
Treasury  by the Rosses.  FSGI  hereby  delivers to the Rosses all of its right,
title and interest in and to FSFC,  including  all its  outstanding  proprietary
interest in FSFC.  FSFC and the Rosses hereby return to FSGI all of their right,
title and  interest  in and to FSGI,  including  all of their  shares of capital
stock and all options and other rights to acquire shares of FSGI,  whether under
FSGI's current  Incentive Stock  Ownership Plan ("ISOP") or otherwise.  FSFC and
the Rosses also hereby return to FSGI all  outstanding  options and other rights
outstanding  under the aforesaid ISOP or otherwise,  whether owned by the Rosses
or anyone else.


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1.3 Return of FSGI  Corporate  Records by the Rosses;  Resignation of Rosses and
their Employees as Officers and Directors of FSGI;  Appointment of New Director;
Assets and Liabilities of FSGI; Change of Name by FSGI. The Rosses hereby return
to FSGI its  corporate  record  and  minute  book,  as well as any and all other
corporate  records of FSGI in their possession or control.  The current board of
FSGI  has  appointed  a new  director  immediately  prior to the  execution  and
delivery  hereof,  that  being  Mr.  Mark  S.  Pierce,  and  have  obtained  the
resignation   of  the  remaining   directors  and  officers  of  FSGI  effective
immediately  prior to the  execution  and  delivery  hereof.  The Rosses  hereby
represent  and  warrant  to  FSGI  that  there  are  no  assets  or  outstanding
liabilities of FSGI as of the date hereof.  FSGI covenants that it will endeavor
as soon as economically practicable to change its names from Famous Sam's Group,
Inc.

                                   ARTICLE II
               MUTUAL AND FINAL RELEASES AND COVENANTS NOT TO SUE

2.1 Release of the FSFC and the Rosses by FSGI. For and in  consideration of the
above and foregoing  premises and the mutual covenants,  promises and agreements
contained herein, FSGI hereby releases,  acquits and forever discharges FSFC and
the Rosses,  as well as FSFC's officers,  directors,  shareholders,  affiliates,
successors and assigns, if any, from and against any and all actions,  causes of
action,  suits,  claims,  demands,  rights,  controversies,  debts,  agreements,
damages,  costs, expenses,  liabilities and compensation whatsoever which it now
has or may hereafter  have on account of or arising out of any matter,  thing or
event which has happened,  developed or occurred,  whether known or unknown,  at
any time at or prior to the execution and delivery of this Agreement.

2.2  Release of FSGI by FSFC and the  Rosses.  For and in  consideration  of the
above and foregoing  premises and the mutual covenants,  promises and agreements
contained  herein,  FSFC and the  Rosses  hereby  release,  acquit  and  forever
discharge FSGI, as well as FSGI's current officer and director, and Joseph Craig
& Co., as well as its officers, directors,  shareholders and advisors, including
Messrs. Matthew Milonas and Craig Edelman, from and against any and all actions,
causes  of  action,  suits,  claims,  demands,  rights,  controversies,   debts,
agreements,  damages,  costs, expenses,  liabilities and compensation whatsoever
which they now have or may  hereafter  have on account of or arising  out of any
matter, thing or event which has happened,  developed or occurred, whether known
or  unknown,  at any time at or  prior to the  execution  and  delivery  of this
Agreement.

2.3 FSGI's  Covenant Not to Sue. FSGI further  covenants and agrees that it will
not bring, commence,  institute,  maintain, prosecute or instigate any action at
law, proceeding in equity, administrative proceeding or otherwise, nor prosecute
or sue  either  FSFC  and/or  the  Rosses  and/or  FSFC's  officers,  directors,
shareholders, affiliates, successors or assigns, if any, either affirmatively or
by way of cross-claim,  defense or counterclaim, or by any other manner, for any
alleged claim, demand, liability or cause of action in any way stemming from any
claimed  action or  inaction of either FSFC and/or the Rosses at or prior to the
execution and delivery of this Agreement.

2.4 FSFC's and the Ross'  Covenant Not to Sue.  FSFC and the Rosses each further
covenant  and agree that they will not  bring,  commence,  institute,  maintain,
prosecute or instigate any action at law,  proceeding in equity,  administrative
proceeding  or otherwise,  nor prosecute or sue FSGI, as well as FSGI's  current
officer  and  director,  and  Joseph  Craig  & Co.,  as  well  as its  officers,
directors,  shareholders  and advisors,  including  Messrs.  Matthew Milonas and
Craig  Edelman,  either  affirmatively  or by way  of  cross-claim,  defense  or
counterclaim,  or by any other manner, for any alleged claim, demand,  liability
or cause of action in any way  stemming  from any claimed  action or inaction of
FSGI at or prior to the execution and delivery of this Agreement.

2.5 Final Settlement.  The parties each  acknowledge,  understand and agree that
they are  aware  that  they or their  attorneys  may  hereafter  discover  facts
different  from or in addition to the facts which they now know or believe to be
true, but that it is their intention to fully,  finally,  absolutely and forever
settle any and all claims,  disputes and differences  which now exist, may exist
or may have existed between them, and that in furtherance of such intention, the
general and other  releases  given  herein shall be and remain in effect as full
and complete releases,  notwithstanding  any mistake of fact or the discovery of
any different or additional facts.



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                                   ARTICLE III
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1  Representations and Warranties of FSGI. FSGI hereby represents and warrants
to FSFC and the Rosses as follows:  (i) All  necessary  action has been taken to
make this Agreement a legal,  valid and binding  obligation of the Hodges Group,
and this Agreement is enforceable in accordance  with its terms and  conditions;
and (ii) The execution and delivery of this  Agreement  and the  performance  by
FSGI of its  obligations  hereunder  will not result in any  material  breach or
violation of or material default under any material agreement, indenture, lease,
license, mortgage, instrument, or understanding,  nor result in any violation of
any law, rule, regulation, statute, order or decree of any kind to which FSGI is
a party.

3.2  Representations  and Warranties of FSFC and the Rosses. FSFC and the Rosses
each represent and warrant to FSFC as follows: (i) All necessary action has been
taken to make this Agreement a legal,  valid and binding  obligation of FSFC and
of the Rosses,  and this Agreement is  enforceable in accordance  with its terms
and  conditions;  and (ii) The execution and delivery of this  Agreement and the
performance  by FSFC and the Rosses of their  respective  obligations  hereunder
will not result in any material breach or violation of or material default under
any material agreement,  indenture,  lease, license,  mortgage,  instrument,  or
understanding,  nor  result  in any  violation  of any  law,  rule,  regulation,
statute,  order or decree of any kind to which  either  FSFC or the Rosses are a
party.

                                   ARTICLE IV
                                  MISCELLANEOUS

4.1 Entire  Agreement;  Modification.  This Agreement sets forth and constitutes
the entire  agreement  between  the parties  hereto with  respect to the subject
matter  hereof,  and supersedes  any and all prior  agreements,  understandings,
promises,  and  representations  made by any party to any other  concerning  the
subject matter hereof and/or the terms applicable hereto. This Agreement may not
be  released,  discharged,  amended  or  modified  in any  manner  except  by an
instrument in writing signed by duly authorized  representatives  of the parties
hereto.

4.2 Severability. The invalidity or unenforceabilty of one or more provisions of
this  Agreement  shall not affect the validity or  enforceability  of any of the
other provisions  hereof,  and this Agreement shall be construed in all respects
as if such invalid or unenforceable provisions are omitted.

4.3 Governing Law. This Agreement  shall be deemed to have been entered into and
shall be  construed  and  enforced in  accordance  with the laws of the State of
Arizona. All parties agree to venue in the City of Tucson, County of Pima, State
of Arizona,  and agree to submit any disagreements  hereunder to the appropriate
court in said city and state.

4.4  Waivers.  The  failure of any party  hereto to  insist,  in any one or more
instances,  upon the performance of any of the terms, covenants or conditions of
this  Agreement,  or to  otherwise  exercise any right  hereunder,  shall not be
construed as a waiver or  relinquishment  of the future  performance of any such
term,  covenant or  condition  or the future  exercise  of such  right,  but the
obligations of the party with respect to such future  performance shall continue
in full force and effect.

4.5 Headings. The headings of the articles, sections and paragraphs used in this
Agreement are included for convenience only and are not to be used in construing
or interpreting this Agreement.

4.6 Successor and Assigns. This Agreement,  and each and every provision hereof,
shall be binding upon and inure to the benefit of the parties,  their respective
successors,   successors-in-title,   heirs  and  assigns,  and  each  and  every
successor-in-interest  to  any  party,  whether  such  successor  acquires  such
interest by way of gift,  purchase,  foreclosure,  or by any other  method,  who
shall  hold  such  interest  subject  to all the terms  and  conditions  of this
Agreement.

4.7 Survival of Representations. The representations,  warranties and agreements
of the parties  hereto which are contained in this  Agreement  shall survive the
execution hereof, and shall be unaffected by any investigation made by any party
at any time.


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4.8 Further Assurances. Each party hereto further agrees that they shall, either
collectively or individually,  take such further and additional action as may be
reasonable  and necessary to carry into full effect the intent of this agreement
and to otherwise provide for the fulfillment hereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date first above written.

Famous Sam's Group, Inc.                   Famous Sam's Franchise Corporation


By: \s\ Mark S. Pierce                     By: \s\ Gerald Ross
-------------------------                  --------------------------
Mark S. Pierce, President                  Gerald Ross, President


\s\ Sandra Ross                            \s\ Gerald Ross
-------------------------                  -------------------------
Sandra Ross, Individually                  Gerald Ross, Individually


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