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Public Offering Registration - ROADHOUSE GRILL INC - 9-26-1996

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Public Offering Registration - ROADHOUSE GRILL INC - 9-26-1996 Powered By Docstoc
					AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1996 REGISTRATION STATEMENT NO. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ROADHOUSE GRILL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 5812 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) 65-0367604 (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

6600 N. ANDREWS AVE., SUITE 160 FORT LAUDERDALE, FLORIDA 33309 (954) 489-9699 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) JOHN DAVID TOOLE, III CHIEF EXECUTIVE OFFICER ROADHOUSE GRILL, INC. 6600 N. ANDREWS AVE., SUITE 160 FORT LAUDERDALE, FLORIDA 33309
(954) 489-9699 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) - ----------------------------------------------------------------------------COPIES TO: DAN BUSBEE LOCKE PURNELL RAIN HARRELL (A PROFESSIONAL CORPORATION) 2200 ROSS AVENUE, SUITE 2200 DALLAS, TEXAS 75201-6776 (214) 740-8000 MARY A. BERNARD KING & SPALDING 120 WEST 45TH STREET NEW YORK, NEW YORK 10036-4003 (212) 556-2100

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [x] CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM OFFERING PRICE PROPOSED MAXIMUM AGGREGATE AMOUNT OF

OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------Common Stock, $.01 par value --$34,500,000(1) $11,897 - -------(1) Estimated pursuant to Rule 457 solely for purposes of calculating the registration fee.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. SUBJECT TO COMPLETION, DATED SEPTEMBER 26, 1996 PROSPECTUS DATED , 1996 SHARES [LOGO] COMMON STOCK All of the shares of Common Stock offered hereby are being issued and sold by Roadhouse Grill, Inc. (the "Company"). Prior to this offering (the "Offering"), there has been no public market for the Common Stock of the Company. It is currently estimated that the initial public offering price will be between $ and $ per share. See "Underwriting" for a discussion of the factors to be considered in determining the initial public offering price. The Company has applied to have the Common Stock listed on the Nasdaq National Market under the symbol "GRLL." SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - ----------------------------------------------------------------------------- ----------------------------------------------------------------------------PRICE TO UNDERWRITING PROCEEDS TO PUBLIC DISCOUNT(1) COMPANY(2) - --------------- ---------------- ----------------- ----------------Per Share ..... $ $ $ - --------------- ---------------- ----------------- ----------------Total(3) ...... $ $ $ - --------------- ---------------- ----------------- ----------------- ----------------------------------------------------------------------------- -----------------------------------------------------------------------------

(1) The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Underwriting." (2) Before deducting expenses payable by the Company estimated at $ . (3) The Company has granted the Underwriters a 30-day option to purchase up to an aggregate of additional shares of Common Stock solely to cover over-allotments, if any, at the per share Price to Public less the Underwriting Discount. If the Underwriters exercise this option in full, the total Price to Public, Underwriting Discount and Proceeds to Company will be $ , $ and $ , respectively. See "Underwriting." The shares of Common Stock are offered by the several Underwriters subject to prior sale when, as and if delivered to and accepted by the Underwriters and subject to their right to reject orders in whole or in part. It is expected that certificates for such shares will be available for delivery at the offices of Piper Jaffray Inc. in Minneapolis, Minnesota on or about , 1996. PIPER JAFFRAY INC. ROBERTSON, STEPHENS & COMPANY

[INSIDE FRONT COVER] Appendix "A" contains a description of the artwork on inside front cover and the inside front fold-out.

APPENDIX "A" INSIDE FRONT COVER The inside front cover contains a full-page photograph of the outside of the Bradenton, Florida Roadhouse Grill restaurant with the caption "Bradenton, Florida." INSIDE FRONT FOLD-OUT The inside front fold-out contains the following five photographs with the Company's motto ("Good Food and a Smile...That's Roadhouse Style!") on a background of peanuts in the shell: 1. The game room at the Ft. Lauderdale, Florida Roadhouse Grill restaurant with the caption "Ft. Lauderdle, Florida - Game Room." 2. A plate with ribs and a baked potato with the caption "Full Rack BBQ Baby Back Ribs." 3. A basket of rolls next to a rolling pin and a bag of flour with the caption "Homemade Yeast Rolls." 4. The inside of the Delray Beach, Florida Roadhouse Grill restaurant with the caption "Delray Beach, Florida."

The Company intends to furnish its shareholders with annual reports containing audited financial statements and quarterly reports for the first three quarters of each fiscal year containing unaudited interim financial information. IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 2

PROSPECTUS SUMMARY THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND THE FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, ALL INFORMATION IN THIS PROSPECTUS (I) REFLECTS A FOR REVERSE SPLIT OF THE COMPANY'S COMMON STOCK EFFECTED ON , 1996, (II) ASSUMES NO EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION AND (III) GIVES EFFECT TO THE CONVERSION OF ALL OUTSTANDING SHARES OF THE COMPANY'S SERIES A PREFERRED STOCK AND SERIES B PREFERRED STOCK (TOGETHER, THE "ISSUED PREFERRED STOCK") INTO SHARES OF COMMON STOCK, WHICH CONVERSION WILL OCCUR CONCURRENTLY WITH THE CLOSING OF THE OFFERING. THE TERMS "COMPANY" AND "ROADHOUSE GRILL" REFER TO ROADHOUSE GRILL, INC. THE COMPANY The Company owns and operates 28 and franchises or licenses six full-service, casual dining restaurants under the name "Roadhouse Grill." The Roadhouse Grill concept offers a fun, value-oriented dining experience that features premium quality grilled entrees and friendly service consistent with the Company's motto: "Good Food and a Smile . . . That's Roadhouse Style."/registered trademark/ The comfortable, entertaining roadhouse setting was designed to appeal to a broad range of customers, including business people, couples, singles and particularly families. Roadhouse Grill restaurants are designed to create an energetic and casual atmosphere. The interior of each restaurant is large, open and visually appealing, featuring exposed ceilings and brick and lapboard cedar walls decorated with colorful, hand-painted murals and neon signs. Multi-level seating is used to provide guests with a full view of the restaurant, including the exhibition grill and display kitchen, allowing everyone to enjoy the Roadhouse Grill experience. The exhibition cooking area features a mesquite-fired grill, a kitchen where homemade yeast rolls are made throughout the day and a display case filled with fresh cuts of meat, seafood and salads. To help create Roadhouse Grill's casual ambience, metal pails of roasted peanuts top each table, guests are encouraged to toss peanut shells on the floor, drinks are served in mason jars, long neck beers are delivered in metal buckets filled with ice, and a classic jukebox entertains guests with popular rock and country and western music. The exterior of each restaurant features rough-sawed siding, a wrap-around wood plank porch, a tin roof trimmed in neon and an oversized "Roadhouse Grill" sign. The Roadhouse Grill menu features aged USDA Choice steaks hand cut at each restaurant, ribs, chicken and seafood, all of which are grilled to order. In addition to grilled selections, the menu offers a variety of appetizers, sandwiches, salads and desserts, including signature items such as Roadhouse cheese wraps, hot-out-of-the-oven yeast rolls made from scratch each day and a daily selection of homemade ice cream. Prices range from $2.99 to $6.29 for lunch entrees and from $4.99 to $15.99 for dinner entrees. During Fiscal 1995, the average guest check, including beverage, was approximately $7.25 for lunch and $13.00 for dinner. Since opening its first Roadhouse Grill in March 1993, the Company has grown rapidly, adding two additional restaurants in 1993, three restaurants in 1994, 13 restaurants in 1995 and, to date, nine restaurants in 1996. Although the Company has recently opened restaurants in Georgia, South Carolina and upstate New York, the Company-owned Roadhouse Grill restaurants are located primarily in Florida. The Company's growth strategy is to continue opening Company-owned restaurants primarily in the Southeastern and Gulf Coast regions of the United States. The Company currently plans to open four more restaurants in 1996, all of which are under construction, and approximately 15 restaurants in 1997. 3

Of the Company's six franchised or licensed restaurants, three are located in Malaysia, and three are located in the United States. The Company expects that its international franchisees will open at least two additional Roadhouse Grill restaurants in Asia and the Pacific Rim by the end of 1997. Although the Company has granted limited domestic franchise/development rights, it intends to focus on expansion of Company-owned restaurants in the United States. The Company believes that Company-owned Roadhouse Grill restaurants have achieved attractive unit level economics. The 12 Company-owned restaurants that were open for the entire twelve-month period ended June 30, 1996 generated average restaurant revenues of approximately $2.8 million for such period. The average cash investment, excluding real estate costs and pre-opening expenses, required to open the 22 Roadhouse Grill restaurants opened by the Company prior to June 30, 1996 was approximately $1.3 million. The Company's current prototype restaurant is approximately 6,800 square feet with seating for 212 guests. The Company expects that the average cash investment required to open such a prototype restaurant, excluding real estate costs and pre-opening expenses, will be approximately $950,000 or $1.3 million, depending upon whether the Company converts an existing building or constructs a new restaurant. Roadhouse Grill restaurants are based upon a roadhouse-style concept developed in 1991 by the Company's founder and Chief Executive Officer, John David Toole III. During the last two years, the Company has assembled a corporate management team with an average of 15 years of experience in the restaurant industry. In addition, the Company devotes substantial resources to employee development. The Company believes that personable, well-trained employees are essential to the overall success of Roadhouse Grill restaurants, and, accordingly, it selects employees based upon personality and initiative and emphasizes training and internal promotion. The Company was incorporated in Florida in October 1992, and its principal executive offices are located at 6600 N. Andrews Avenue, Suite 160, Fort Lauderdale, Florida 33309. Its telephone number at that address is (954) 489-9699. THE OFFERING
Common Stock offered by the Company ...... Common Stock to be outstanding after the Offering ..................... shares shares(1)

Use of proceeds .......................... To repay indebtedness, finance the opening of additional restaurants and for other general corporate purposes.

See "Use of Proceeds." Proposed Nasdaq National Market symbol ... GRLL (1) Does not include (i) shares reserved for issuance upon the exercise of options outstanding or issuable under the Company's 1994 Stock Option Plan, of which shares were subject to outstanding options at June 30, 1996 (at a weighted-average exercise price of $ per share); (ii) shares reserved for issuance upon exercise of outstanding options held by the Company's President and Chief Executive Officer (at an exercise price of $ per share); or (iii) shares reserved for issuance upon exercise of outstanding warrants (at an exercise price of $ per share). See "Management--Executive Compensation," "Management-- 1994 Stock Option Plan," "Management--Compensation Committee Interlocks and Insider Participation," "Certain Transactions" and "Description of Capital Stock--Warrants." 4

SUMMARY FINANCIAL AND RESTAURANT DATA (IN THOUSANDS, EXCEPT PER SHARE AND RESTAURANT DATA)
FISCAL YEAR --------------------------------------1993 1994 --------- ------------$3,465 (540) $ (713) ========= 11,389 (1,948) $ (2,519) ============= $ TWENTY SIX WEEKS ENDED --------------------------JULY 2, JUNE 30, 1995 1995 1996 ------------- ------------- --------------34,275 (3,529) $ (3,490) ============= $ ============= $ 13,773 (744) $ (632) ============= $ 27,633 145 $ (168) ============ $ ============ $

STATEMENT OF OPERATIONS DATA: Total revenue ................... Operating income (loss) ......... Net loss(1) ..................... Pro forma net loss per common share(2) ............... Pro forma weighted average shares outstanding(2) ......... RESTAURANT DATA: Restaurants open (end of period): Company-owned(3) ............... Franchised(4) .................. Total ......................... Average sales per Company-owned restaurant(5) .................

3 1 -4 --

6 2 ------------8 $3,048,581

19 13 23 3 2 5 ------------- ------------- -------------22 15 28 $2,939,028 $1,524,514 $1,437,029

BALANCE SHEET DATA: Working capital .................................................... Total assets ....................................................... Due to related parties and long-term debt, including current portion .......................................................... Obligations under capital leases, including current portion ....... Total shareholders' equity .........................................

JUNE 30, 1996 --------------------------AS ACTUAL ADJUSTED(6) ----------- --------------$(7,067) 49,674 10,963 4,414 28,613 $

(1) In its first three years of operation, the Company incurred net operating losses. Accordingly, the Company has made no provision for taxes payable, and at December 31, 1995 had a net operating loss carryforward of approximately $5.9 million. A full valuation reserve has been established for all net deferred tax assets. (2) Gives effect to the conversion of the Issued Preferred Stock into Common Stock, which will occur concurrently with the closing of the Offering. (3) Includes two restaurants in which the Company originally held a 50% ownership interest. The Company acquired the remaining 50% ownership interest in one of such restaurants in March 1995 and recently contracted to acquire the remaining 50% ownership interest in the other restaurant. See "Business--Restaurant Locations." (4) In March 1995, the Company acquired two franchised restaurants, one of which was closed for a three-month period in Fiscal 1995 for remodeling. See "Business--Restaurant Locations." (5) Includes Company-owned restaurants (including the two restaurants owned by limited liability companies) that were in operation for the full period. (6) Adjusted to reflect the sale of the shares of Common Stock offered hereby at an assumed initial public offering price of $ per share and the application of the net proceeds therefrom. See "Use of Proceeds" and "Capitalization." THE COMPANY OPERATES ON A 52 OR 53 WEEK FISCAL YEAR ENDING ON THE SUNDAY NEAREST TO DECEMBER 31. REFERENCES IN THIS PROSPECTUS TO "FISCAL 1993," "FISCAL 1994," "FISCAL 1995" AND "FISCAL 1996" REFER TO THE COMPANY'S FISCAL YEARS ENDED OR ENDING, AS THE CASE MAY BE, ON JANUARY 2, 1994, JANUARY 1, 1995, DECEMBER 31, 1995 AND DECEMBER 29, 1996, RESPECTIVELY. EACH OF FISCAL 1993, FISCAL 1994 AND FISCAL 1995 WAS, AND FISCAL 1996 WILL BE, COMPRISED OF 52 WEEKS. 5

RISK FACTORS AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN EVALUATING AN INVESTMENT IN THE COMMON STOCK. THE DISCUSSION IN THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTY. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED HEREIN. LIMITED OPERATING HISTORY; OPERATING LOSSES The Company was incorporated in October 1992, and the first Company-owned Roadhouse Grill restaurant was opened in March 1993. The Company incurred losses of $713,000, $2.5 million, $3.5 million and $168,000 in Fiscal 1993, Fiscal 1994, Fiscal 1995 and the twenty-six week period ended June 30, 1996, respectively, and there can be no assurance that the Company's operations will be profitable in the future. RISKS OF RAPID EXPANSION; MANAGEMENT OF GROWTH The Company's continued growth will depend on its ability to open and operate new restaurants on a timely and profitable basis. The Company intends to open four new restaurants during the balance of 1996 and approximately 15 restaurants during 1997. The ability of the Company to open and operate new restaurants on a timely and profitable basis is subject to various contingencies, some of which are beyond the Company's control. These contingencies include, among others, the Company's ability to secure suitable restaurant sites on a timely basis and on satisfactory terms, to obtain required governmental permits and approvals, to complete construction on a cost-effective and timely basis, to hire, train and retain skilled management and other personnel, to obtain adequate financing or other capital resources and to successfully integrate new restaurants into the Company's existing operations. There can be no assurance that the Company will be able to achieve its planned expansion or that its expansion will be profitable. Profitability may be adversely affected by costs associated with developing a significant number of new restaurants over a relatively short period of time. New restaurants typically incur above-average operating costs during the first several months of operation, which have a material adverse effect on the profitability of such restaurants during such period. In addition, although the Company intends to open new restaurants within its current market area, it also intends to open new restaurants in geographic markets in which the Company has limited or no previous operating experience. Failure of the Company to achieve its planned expansion on a profitable basis would have a material adverse effect on the Company's results of operations and financial condition. The Company is subject to a variety of business risks associated with rapidly growing companies, including the risk that existing management, information systems and financial controls will be inadequate to support the Company's planned expansion. There can be no assurance that the Company will be able to respond on a timely basis to all of the changing demands that its planned expansion will impose on management and such systems and controls. In addition, several members of the Company's management team have joined the Company within the last year and have no experience operating a large restaurant chain. The failure to continue to evaluate and improve management, information systems and financial controls or unexpected difficulties encountered during expansion could have a material adverse effect on the Company's results of operations and financial condition. FUTURE CAPITAL NEEDS The Company currently intends to finance new restaurants with cash from operations and the net proceeds from the Offering. The Company intends to open four new restaurants during the balance of 1996 and approximately 15 restaurants in 1997. The Company expects that the average cash investment required to open its prototype restaurants, excluding real estate costs and pre-opening expenses, will be approximately $950,000 or $1.3 million, depending on whether the Company converts an existing building or constructs a new restaurant. There can be no assurance that the actual cost of opening the 6

Company's prototype restaurants will not be significantly greater than that expected by the Company. Although the Company believes that the net proceeds of the Offering remaining after repayment of approximately $6.8 million of outstanding indebtedness, together with cash from operations, will be sufficient to fund its anticipated expansion through 1997, there can be no assurance that such funding will be sufficient. In the event such funding is not sufficient to support the Company's planned expansion, the Company will be required to incur short-term or long-term bank indebtedness or issue, in public or private transactions, equity or debt securities. There can be no assurance that such additional financing will be available on terms acceptable to the Company, if at all. The Company currently does not have a credit facility with a bank or other financial institution. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources." GEOGRAPHIC CONCENTRATION; SMALL RESTAURANT BASE Of the 28 restaurants currently owned and operated by the Company, 23 are located in Florida. Consequently, the Company's results of operations may be materially adversely affected by downturns in Florida's economy or by hurricanes or other adverse weather conditions in Florida. Also, adverse publicity in Florida relating to Roadhouse Grill restaurants could have a more pronounced effect on the Company's results of operations than might be the case if its restaurants were broadly dispersed geographically. Further, there can be no assurance that continued expansion in the Company's current market areas will not adversely affect the financial performance of other restaurants already operated by the Company in those areas. In addition, the Company has recently opened new restaurants in Georgia, South Carolina and upstate New York. However, the Company has not previously managed restaurants that are geographically dispersed, and there can be no assurance that the Company will be able to operate restaurants profitably outside Florida. The operating results achieved to date by the Company's relatively small restaurant base may not be indicative of the future operating results of a larger number of restaurants. In addition, due to the Company's small restaurant base, poor operating results at any one restaurant could adversely affect the results of operations of the entire Company. SEASONALITY AND FLUCTUATIONS IN QUARTERLY RESULTS The Company's sales and earnings fluctuate seasonally, and the Company's highest sales and earnings historically have occurred in its first and fourth fiscal quarters. The Company's restaurants are located primarily in Florida, and the Company believes that the effects of seasonality are more pronounced in Florida than in other states. In addition, quarterly results are significantly affected by the timing of new restaurant openings, as new restaurants incur above-average operating costs during the first several months of operation. Accordingly, to the extent that restaurant openings are concentrated in any fiscal period, results of operations for such fiscal period and subsequent fiscal periods may be materially adversely affected. Due to the seasonality of the Company's business and the impact of new restaurant openings, results of operations may fluctuate significantly from quarter to quarter, and the Company's results of operations for any particular quarter are not necessarily indicative of the results that may be achieved for the full fiscal year. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Seasonality and Quarterly Results." COMPETITION The restaurant industry is highly competitive. The Company competes with a broad range of restaurants, including national and regional casual dining chains as well as locally-owned restaurants, some of which operate with concepts similar to that of the Company. Many of the Company's competitors are well established and have substantially greater market presence and financial and other resources than the Company. The entrance of new competitors into the Company's market areas or the expansion of operations by existing competitors could have a material adverse effect on the Company's results of operations and financial condition. In addition, the Company competes with other restaurant 7

companies and retailers for sites, labor and, in many cases, customers. The Company believes that the key competitive factors in the restaurant industry are quality of food and service, price, location and concept. To the extent that one or more of its competitors becomes more successful in respect of any key competitive factor, the Company's business could be adversely affected. See "Business--Competition; Restaurant Industry." RESTAURANT INDUSTRY The restaurant industry is affected by changes in consumer tastes as well as national, regional and local economic conditions, demographic trends, traffic patterns, and the type, number and location of competing restaurants. Dependence on fresh meats and produce also subjects restaurant companies to the risk that shortages or interruptions in supply could adversely affect the availability, quality or cost of ingredients. In addition, factors such as inflation, increased food, labor and employee benefit costs and the availability of qualified management and hourly employees also may adversely affect the restaurant industry generally and the Company's restaurants in particular. The success and future profitability of the Company will depend in part on its ability to identify and respond to changing conditions within the restaurant industry. CHANGES IN FOOD AND OTHER COSTS; SUPPLY RISKS The profitability of the Company is significantly dependent on its ability to anticipate and react to changes in food, labor, employee benefits and similar costs over which the Company has little or no control. The Company is dependent on frequent deliveries of fresh beef and produce, the cost of which represented approximately 16% of total revenues for Fiscal 1995. Shortages or interruptions in the supply of fresh beef and produce, which may be caused by adverse weather or other conditions, could have a material adverse effect on the Company's results of operations and financial condition. In addition, the Company purchased approximately 87% of its food and other products from two distributors during Fiscal 1995. On August 5, 1996, the Company began doing business with only one of these two principal distributors and anticipates that approximately 80% of its food and other products will be purchased from that distributor in the future. While the Company believes that alternative sources of supply are readily available, the loss of this distributor could have a material adverse effect on the Company's results of operations during the period in which alternative supply arrangements are established. GOVERNMENT REGULATION The Company is subject to numerous federal, state and local government laws and regulations, including those relating to the sale of food and alcoholic beverages and the development, construction and operation of the Company's restaurants. The failure to comply with any such laws and regulations, including the failure to obtain or maintain any liquor licenses, could have a material adverse effect on the Company's results of operations and financial condition. The Company is also subject to laws governing its relationship with employees, including minimum wage requirements, laws and regulations relating to overtime and working and safety conditions and citizenship requirements. Material increases in the minimum hourly wage, unemployment tax rates, sales taxes or the cost of compliance with any applicable law or regulation could materially and adversely affect the Company. The Company is also subject in certain states to "dram-shop" statutes which generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Any liability of the Company under such statutes could have a material adverse effect on the Company's results of operations and financial condition. In connection with its franchise operations, the Company is required to comply with Federal Trade Commission and state laws and regulations that govern the offer, sale and termination of franchises and the refusal to renew franchises. See "Business--Government Regulation." 8

DEPENDENCE ON SENIOR MANAGEMENT The Company's success will depend largely on the abilities of its senior management, including John D. Toole III, President and Chief Executive Officer of the Company. The loss of Mr. Toole's services or the services of other members of senior management could have a material adverse effect on the Company's results of operations and financial condition. As the Company expands its operations, the success of its business will depend increasingly upon the Company's ability to attract and retain skilled restaurant management personnel. There can be no assurance that the Company will be able to attract and retain sufficient personnel, and the inability to do so would have a material adverse effect on the Company's results of operations and financial condition. See "Management" and "Business--Restaurant Operations and Management." CONTROL BY PRINCIPAL SHAREHOLDER Upon completion of the Offering, Berjaya Group (Cayman) Limited ("Berjaya") will beneficially own, directly or indirectly, approximately % of the Company's outstanding Common Stock. As a result, Berjaya will be able to control the vote on all matters requiring approval by the shareholders of the Company, to elect the entire Board of Directors and, effectively, to control the Company. See "Principal Shareholders" and "Description of Capital Stock." ABSENCE OF PUBLIC MARKET; PRICE VOLATILITY Prior to the Offering there has been no public market for the Common Stock, and there can be no assurance that an active public market will develop or continue after the Offering. The initial public offering price of the Common Stock will be determined through negotiations between the Company and the Representatives of the Underwriters, and there can be no assurance that the market price of the Common Stock after the Offering will not decline below the initial public offering price. See "Underwriting" for a discussion of the factors to be considered in determining the initial public offering price. The market price of the Common Stock could fluctuate significantly in response to variations in quarterly operating results and other factors, including the performance of other restaurant companies. In addition, the securities markets have experienced significant price and volume fluctuations from time to time in recent years that often have been unrelated or disproportionate to the operating performance of particular companies. These broad fluctuations may adversely affect the market price of the Common Stock. SHARES ELIGIBLE FOR FUTURE SALE Upon completion of the Offering, the Company will have outstanding shares of Common Stock, of which the shares sold pursuant to the Offering will be fully tradeable without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act"). Of such shares, shares will be restricted securities as defined by Rule 144 under the Securities Act. Of such shares constituting restricted securities, shares will be eligible for sale, subject to certain restrictions, beginning 90 days after the date of this Prospectus and shares will become eligible for sale, subject to certain restrictions, at various times between May 1997 and May 1998. Sales of substantial amounts of Common Stock in the public market, or the perception that such sales may occur, could adversely affect the prevailing market price of the Common Stock or the ability of the Company to raise capital through a public offering of its equity securities. In addition, certain shareholders have the right to require the Company to register up to shares of Common Stock under the Securities Act. See "Shares Eligible for Future Sale." 9

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Statements herein regarding the number of restaurants which the Company expects to open in the future constitute forward-looking statements under the federal securities laws. Such statements are subject to certain risks and uncertainties that could cause the actual number of restaurants opened to differ materially from that projected. With respect to such number, the Company's management team has made certain assumptions regarding, among other things, (i) the ability to find sufficient site locations that meet or exceed the Company's criteria; (ii) the availability of a sufficient pool of hourly and management labor; (iii) the relative stability of building and real estate costs; and (iv) favorable economic climate for business expansion. The Company's ability to open the projected number of restaurants is subject to certain risks including the risks discussed under the caption "Risk Factors" contained herein. Undue reliance should not be placed on the number of restaurants which the Company expects to open in the future. These estimates are based on the current expectations of the Company's management team, which may change in the future due to a large number of potential events, including unanticipated future developments. 10

USE OF PROCEEDS The net proceeds to the Company from the sale of the shares of Common Stock offered hereby at an assumed initial public offering price of $ per share are estimated to be approximately $ ($ if the Underwriters' over-allotment option is exercised in full), after deducting the underwriting discount and estimated expenses of the Offering. The Company intends to use the net proceeds as follows:
USE - ----Repayment of outstanding indebtedness (principal and accrued interest): Notes payable to a former Chairman of the Board of the Company .... Note payable to the principal shareholder of the Company .......... Note payable to the owner of a 50% interest in Kendall Roadhouse Grill, L.C. ............................................ Total indebtedness repaid ........................................ Purchase price for remaining interest in Kendall Roadhouse Grill, L.C. ............................................................... Purchase price for 50% interest in the Boca Raton, Florida Roadhouse Grill restaurant ................................................... General corporate purposes, including the development and opening of new restaurants ................................................. Total uses ..................................................... AMOUNT(1) ---------$4,192,000 2,049,000 600,000 6,806,000 2,300,000 464,000 ------------$ =============

(1) Approximate amount as of November 15, 1996. The indebtedness to be repaid with a portion of the net proceeds of the Offering was incurred for the purpose of opening or acquiring Roadhouse Grill restaurants and for other general corporate purposes. For a discussion of the terms of the indebtedness being repaid with the net proceeds of the Offering, see "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources," "Management--Compensation Committee Interlocks and Insider Participation" and "Certain Transactions." Pending the use of the net proceeds as described above, the Company plans to invest such net proceeds in short-term, investment-grade, interest-bearing securities. DIVIDEND POLICY The Company has never declared or paid cash dividends on its outstanding capital stock. The Company intends to retain any earnings to finance operations and expansion and does not intend to pay cash dividends on the Common Stock in the foreseeable future. The payment of cash dividends, if any, in the future will be at the discretion of the Board of Directors and will depend upon such factors as earnings, capital requirements, the Company's financial condition and other factors deemed relevant by the Board of Directors. Future loan agreements may restrict or prohibit the payment of dividends. 11

CAPITALIZATION The following table sets forth (i) the short-term obligations and pro forma capitalization of the Company at June 30, 1996, giving effect to the conversion of the Issued Preferred Stock into Common Stock, which conversion will occur concurrently with the closing of the Offering; and (ii) such short-term obligations and pro forma capitalization as adjusted to reflect the sale of the shares of Common Stock offered hereby at an assumed initial public offering price of $ per share and the application of the estimated net proceeds therefrom. See "Use of Proceeds.'' This table should be read in conjunction with the Financial Statements and the Notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Prospectus.
JUNE 30, 1996 -----------------------------PRO FORMA, PRO FORMA AS ADJUSTED -------------- --------------$ 4,158,439 ============== $ 7,065,531 4,152,997 0 -------------11,218,528 $ ============== $ --------------

Current portion of long term debt, capital lease obligations and due to related parties ........................................... Long-term debt (excluding current portion) ............................. Obligations under capital leases (excluding current portion) .......... Due to related parties (excluding current portion) ..................... Total long-term debt, obligations under capital leases and due to related parties (excluding current portion) ......................... Shareholders' equity: Preferred Stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding, pro forma or pro forma as adjusted .................................. Common Stock, $0.01 par value, 30,000,000 shares authorized; shares issued and outstanding, pro forma; shares issues and outstanding, pro forma as adjusted (1) ............ Additional paid-in capital ............................................ Retained earnings (deficit) ........................................... Total shareholders' equity .......................................... Total capitalization ................................................

0 199,979 35,303,507 (6,890,622) -------------- -------------28,612,864 -------------- -------------$39,831,392 $ ============== ==============

(1) Does not include (i) shares reserved for issuance upon the exercise of options outstanding or issuable under the Company's 1994 Stock Option Plan, of which shares were subject to outstanding options at June 30, 1996 (at a weighted-average exercise price of $ per share); (ii) shares reserved for issuance upon the exercise of outstanding options held by the Company's President and Chief Executive Officer (at an exercise price of $ per share); or (iii) shares reserved for issuance upon exercise of outstanding warrants (at an exercise price of $ per share). See "Management--Executive Compensation," "Management--1994 Stock Option Plan," "Management--Compensation Committee Interlocks and Insider Participation," "Certain Transactions," and "Description of Capital Stock--Warrants." 12

DILUTION Pro forma net tangible book value per share is determined by dividing the tangible net worth of the Company (tangible assets less liabilities) by the pro forma aggregate number of outstanding shares of Common Stock (which includes as outstanding the shares of Common Stock issuable upon the conversion of the Issued Preferred Stock, which conversion will occur concurrently with the closing of the Offering). The net tangible book value of the Company as of June 30, 1996, was approximately $ , or $ per share, pro forma. After giving effect to the sale of the shares of Common Stock offered hereby at an assumed initial public offering price of $ per share and the application of the net proceeds therefrom after deducting the underwriting discount and estimated expenses of the Offering, the net tangible book value of the Company as of June 30, 1996 would have been approximately $ , or $ per share, pro forma. This represents an immediate increase in pro forma net tangible book value per share of $ to existing shareholders and an immediate dilution of $ per share to new investors. The following table sets forth this per share dilution.
ASSUMED INITIAL PUBLIC OFFERING PRICE PER SHARE .................... Pro forma net tangible book value per share as of June 30, 1996 . Increase per share attributable to new investors ................. Pro forma net tangible book value per share after the Offering .... $ ---------------------$ ============ $

Dilution per share to new investors ................................

The following table sets forth, as of June 30, 1996, the difference between existing shareholders and new investors with respect to the number of shares of Common Stock purchased from the Company (assuming for purposes of such calculation that all Issued Preferred Stock has been converted into Common Stock), the total consideration paid to the Company and the average price per share paid by (i) the existing shareholders of the Company and (ii) new investors (at an assumed initial public offering price of $ per share).
SHARES PURCHASED -----------------NUMBER PERCENT ----------- -----------% ----------=========== -----------100% ============ TOTAL CONSIDERATION --------------------AMOUNT PERCENT ----------- -----------$ % ----------$ =========== AVERAGE PRICE PER SHARE ---------------$

Existing shareholders ... New investors ............ Total ....................

-----------100% ============

The tables set forth above do not give effect to the exercise of (i) outstanding options to purchase shares of Common Stock (at a weighted-average exercise price of $ per share) outstanding on June 30, 1996; (ii) options to purchase up to an additional shares of Common Stock available for issuance under the Company's 1994 Stock Option Plan; and (iii) outstanding warrants to purchase shares of Common Stock (at an exercise price of $ per share) issued in connection with a certain financing transaction. To the extent that these options and warrants become exercisable and are exercised, there will be further dilution to new investors. See "Management--Executive Compensation," "Management--1994 Stock Option Plan," "Management--Compensation Committee Interlocks and Insider Participation," "Certain Transactions" and "Description of Capital Stock-- Warrants." 13

SELECTED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA) The selected financial data presented below for and as of the end of Fiscal 1993, Fiscal 1994 and Fiscal 1995 have been derived from the Financial Statements of the Company, which Financial Statements have been audited by Stark & Bennett, P.A., Coopers & Lybrand L.L.P. and KPMG Peat Marwick LLP, respectively. The Financial Statements for each of such fiscal years, and the respective reports thereon, are included elsewhere in this Prospectus. The selected financial data for and as of the end of the twenty-six week periods ended July 2, 1995 and June 30, 1996 have been derived from unaudited Financial Statements of the Company which, in the opinion of the Company's management, include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the information set forth therein. The operating results for the twenty-six week period ended June 30, 1996 are not necessarily indicative of the operating results that may be expected for the full fiscal year. The selected financial data should be read in conjunction with the Financial Statements and Notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Prospectus.
FISCAL YEARS ----------------------------------1993 1994 --------- ----------$3,465 $11,389 TWENTY SIX WEEKS ENDED ----------------------JULY 2, JUNE 30, 1995 1995 1996 ----------- ---------- -------------$34,275 $13,773 $27,633 9,364 8,627 5,829 --------23,820 1,353 2,315 --------145 (555) 129 113 --------(313) --------$ (168) ========= $ =========

STATEMENT OF OPERATIONS DATA: Total revenues ................................. Cost of restaurant sales: Food and beverage ............................. Labor ......................................... Occupancy and other ........................... Total cost of restaurant sales ............... Depreciation and amortization .................. General and administrative ..................... Operating income (loss) ........................ Other income (expense): Net interest (expense) ........................ Other income .................................. Equity in income (loss) of affiliate(1) ...... Total other income (expense) ................. Net loss ....................................... Pro forma net income per common share(2) ...... Pro forma weighted average shares outstanding(2) .................................

1,471 4,085 988 4,606 1,219 2,318 --------- ----------3,678 11,009 47 415 280 1,913 --------- ----------(540) (1,948) (40) (180) 3 20 (136) (411) --------- ----------(173) (571) --------- ----------$ (713) $(2,519) ========= ===========

12,084 4,936 12,019 4,889 8,710 3,058 -------- -----------32,813 12,883 1,663 555 3,328 1,140 -------- -----------(3,529) (805) (404) (86) 159 61 284 198 -------- -----------39 173 -------- -----------$(3,490) $ (632) ======== =========== $ ========

BALANCE SHEET DATA: Working capital ............................................ Total assets ............................................... Long-term debt and due to related parties, including current portion ................................ Obligations under capital leases, including current portion Preferred stock ............................................ Shareholders' equity (deficit) .............................

JANUARY 2, JANUARY 1, 1994 1995 ------------- ------------$(2,040) 1,685 1,591 --(613) $ 7,409 24,843 4,858 1,272 59 17,639

DECEMBER 31, 1995 --------------$(7,560) 42,201 13,324 4,484 59 20,261

JUNE 30, 1996 ----------$(7,067) 49,674 10,963 4,414 58 28,613

(1) See Note 1 to Notes to Financial Statements. (2) Gives effect to the conversion of the Issued Preferred Stock into Common Stock, which will occur concurrently with the closing of the Offering. 14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of the financial condition and results of operations should be read in conjunction with the Company's Financial Statements and Notes thereto appearing elsewhere in this Prospectus. INTRODUCTION The Company opened its first restaurant in March 1993 in Pembroke Pines, Florida. As of the date of this Prospectus, there were 34 Roadhouse Grill restaurants in operation, consisting of 28 Company-owned and six franchised or licensed restaurants. Of the Company-owned restaurants, 23 are located in Florida and five are located in Georgia, South Carolina and upstate New York. The Company plans to open an additional four restaurants during the remainder of 1996 and approximately 15 restaurants in 1997. See "Risk Factors--Risks of Rapid Expansion; Management of Growth." The Company's revenues are derived primarily from the sale of food and beverages. Sales of alcoholic beverages accounted for approximately 12.5%, 13.7%, 13.9% and 13.0% of total revenues in Fiscal 1993, Fiscal 1994, Fiscal 1995 and the twenty-six week period ended June 30, 1996, respectively. Franchise and management fees have accounted for less than 1.0% of the Company's total revenues for all periods since its inception. The Company's new restaurants can be expected to incur above-average costs during the first few months of operation. Pre-opening costs, such as employee recruiting and training costs and other initial expenses incurred in connection with the opening of a new restaurant, are amortized over a twelve-month period commencing the first full month after the restaurant opens. In its first three fiscal years of operation, Fiscal 1993, Fiscal 1994 and Fiscal 1995, the Company incurred net losses of $713,000, $2.5 million and $3.5 million, respectively. Accordingly, the Company has made no provision for taxes payable for such fiscal years. At December 31, 1995, the Company had a net operating loss carryforward of approximately $5.9 million. The average cash investment, excluding real estate costs and pre-opening expenses, required to open the 22 Roadhouse Grill restaurants opened by the Company prior to June 30, 1996 was approximately $1.3 million. For the Company's ten owned properties, average real estate acquisition costs were approximately $870,000. The Company has obtained financing in connection with the acquisition of its owned properties, which financing generally has required a down payment of 10% of the purchase price. The Company expects that the average cash investment required to open its prototype restaurants, excluding real estate costs and pre-opening expenses, will be approximately $950,000 or $1.3 million, depending upon whether the Company converts an existing building or constructs a new restaurant. In August 1996, the Company contracted to purchase from an unaffiliated third party the remaining 50% interest in Kendall, Roadhouse Grill, L.C. The contract provides for the closing of such purchase within 15 days after the closing of the Offering or as soon thereafter as the conditions to closing have been satisfied; however, there can be no assurance that such purchase will be consummated. If the purchase is consummated, the Company will own 100% of the Kendall, Florida Roadhouse Grill restaurant. In addition, the Company is currently negotiating the purchase of a 50% interest in the Boca Raton, Florida Roadhouse Grill restaurant from an unaffiliated third party and expects to use a portion of the net proceeds from the Offering to pay the purchase price therefor; however, there can be no assurance that such purchase will be consummated. The Company has managed the Boca Raton restaurant under a management agreement since December 1994 and expects to continue to do so in the foreseeable future. See "Use of Proceeds." 15

RESULTS OF OPERATIONS The following table sets forth for the periods indicated certain selected statement of operations data expressed as a percentage of total revenues.
FISCAL YEAR ---------------------------------1993 1994 1995 ---------- ---------- ---------100.0 % 100.0 % 100.0 % 42.4 28.5 35.2 ---------106.1 1.4 8.1 ---------115.6 ---------(15.6) (5.0) ---------(20.6)% ========== 35.9 40.4 20.4 ---------96.7 3.6 16.8 ---------117.1 ---------(17.1) (5.0) ---------(22.1)% ========== 35.3 35.1 25.4 ---------95.8 4.9 9.7 ---------110.4 ---------(10.4) 0.1 ---------(10.3)% ========== TWENTY SIX WEEKS ENDED ----------------------JULY 2, JUNE 30, 1995 1996 ---------- ----------100.0 % 100.0 % 35.8 35.5 22.2 ---------93.5 4.0 8.3 ---------105.8 ---------(5.8) 1.3 ---------(4.5)% ========== 33.9 31.2 21.1 ----------86.2 4.9 8.4 ----------99.5 ----------0.5 (1.1) ----------(0.6)% ===========

Total revenues .......................... Cost of Company restaurant sales: Food and beverage ...................... Labor and benefits ..................... Occupancy and other .................... Total cost of Company restaurant sales Depreciation and amortization ........... General and administrative .............. Total operating expenses .............. Operating income (loss) ................. Total other income (expense) ............ Net loss ................................

TWENTY-SIX WEEK PERIOD ENDED JUNE 30, 1996 COMPARED TO TWENTY-SIX WEEK PERIOD ENDED JULY 2, 1995 RESTAURANTS OPEN. At the beginning of Fiscal 1996, there were 19 Company-owned restaurants in operation (including the Kendall, Florida Roadhouse Grill restaurant which was owned by a limited liability company in which the Company held a 50% interest). At June 30, 1996, there were 23 Company-owned restaurants in operation, compared to 13 Company-owned restaurants at July 2, 1995, a 76.9% year-over-year increase in the number of Company-owned restaurants. TOTAL REVENUES. Total revenues increased $13.8 million, or 100.6%, from $13.8 million, for the twenty-six week period ended July 2, 1995 to $27.6 million for the twenty-six week period ended June 30, 1996. This increase was primarily attributable to the opening of four additional restaurants during the twenty-six week period ended June 30, 1996 and the inclusion of all 13 Company-owned restaurants added in Fiscal 1995 for the entire twenty-six week period ended June 30, 1996 and was partially offset by modest decreases in sales at other restaurants open during such period. FOOD AND BEVERAGE. Food and beverage costs increased $4.5 million, or 89.7%, from $4.9 million for the twenty-six week period ended July 2, 1995 to $9.4 million for the twenty-six week period ended June 30, 1996. However, food and beverage costs decreased as a percentage of total revenues from 35.8% for the twenty-six week period ended July 2, 1995 to 33.9% for the comparable period in Fiscal 1996. This decrease reflects (i) the opening of fewer new restaurants over a larger base of Company-owned restaurants in operation during the twenty-six week period ended June 30, 1996 compared to the twenty-six week period ended July 2, 1995 and (ii) a continuing decline in food costs resulting from increased efficiencies associated with the implementation in Fiscal 1995 of detailed recipes, training manuals, inventory controls and other management tools. LABOR AND BENEFITS. Labor and benefit costs increased $3.7 million, or 76.4%, from $4.9 million for the twenty-six week period ended July 2, 1995 to $8.6 million for the twenty-six week period ended June 30, 1996. However, labor and benefit costs as a percentage of total revenues decreased from 35.5% 16

for the twenty-six week period ended July 2, 1995 to 31.2% for the comparable period in Fiscal 1996. The decrease was primarily attributable to spreading the costs associated with training managers for new restaurants over a larger base of Company-owned restaurants in operation during the twenty-six week period ended June 30, 1996 compared to the twenty-six week period ended July 2, 1995. OCCUPANCY AND OTHER. Occupancy and other costs increased $2.7 million, or 90.6%, from $3.1 million for the twenty-six week period ended July 2, 1995 to $5.8 million for the twenty-six week period ended June 30, 1996. However, occupancy and other costs decreased as a percentage of total revenues from 22.2% for the twenty-six week period ended July 2, 1995 to 21.1% for the comparable period in Fiscal 1996. The decrease in this percentage resulted primarily from a significant increase in the percentage of restaurants owned, as opposed to leased, by the Company during the twenty-six week period ended June 30, 1996, as compared to the comparable period in Fiscal 1995. DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense increased $798,000, or 143.7%, from $555,000 for the twenty-six week period ended July 2, 1995 to $1.4 million for the twenty-six week period ended June 30, 1996. Depreciation and amortization as a percentage of total revenues increased from 4.0% for the twenty-six week period ended July 2, 1995 to 4.9% for the comparable period in Fiscal 1996. The increase in this percentage resulted primarily from a significant increase in the percentage of restaurants owned by the Company as opposed to leased during the twenty-six week period ended June 30, 1996, as compared to the comparable period in Fiscal 1995. GENERAL AND ADMINISTRATIVE. General and administrative expense increased $1.2 million, or 103.1%, from $1.1 million for the twenty-six week period ended July 2, 1995 to $2.3 million for the twenty-six week period ended June 30, 1996. General and administrative expense as a percentage of total revenues remained relatively constant at 8.3% for the twenty-six week period ended July 2, 1995 and 8.4% for the comparable period in Fiscal 1996. Economies of scale resulting from a greater number of Company-owned restaurants in operation during the twenty-six week period ended June 30, 1996, as compared to the comparable period in Fiscal 1995, were offset by increased expenses in the latter half of Fiscal 1995 associated with increasing the management and support staff infrastructure in anticipation of future expansion. TOTAL OTHER INCOME (EXPENSE). Total other income (expense) decreased from income of $173,000 for the twenty-six week period ended July 2, 1995 to expense of $313,000 for the twenty-six week period ended June 30, 1996. This decrease resulted primarily from interest expense incurred in connection with the purchase of eight restaurant sites during Fiscal 1995 and the twenty-six week period ended June 30, 1996, partially offset by income earned by the Kendall, Florida Roadhouse Grill restaurant, which was accounted for under the equity method of accounting. See Note 5 to the Financial Statements.. FISCAL 1995 COMPARED TO FISCAL 1994 RESTAURANTS OPEN. At the beginning of Fiscal 1994, there were three Company-owned restaurants in operation (including one restaurant which was owned by a limited liability company in which the Company held a 50% interest). During Fiscal 1994, the Company added three restaurants (including one restaurant which was owned by a limited liability company in which the Company held a 50% interest), and during Fiscal 1995 the Company added thirteen restaurants. As of the end of Fiscal 1995, the Company had 19 Company-owned restaurants in operation. TOTAL REVENUES. Total revenues increased $22.9 million, or 201.0%, from $11.4 million in Fiscal 1994 to $34.3 million in Fiscal 1995. This increase was attributable to the addition of 13 Company-owned restaurants during Fiscal 1995 and the inclusion of a full year of operations for the two 100% Company-owned restaurants opened in Fiscal 1994 and was partially offset by modest decreases in sales at certain restaurants opened in Fiscal 1993 and Fiscal 1994. FOOD AND BEVERAGE. Food and beverage costs increased $8.0 million, or 195.8%, from $4.1 million in Fiscal 1994 to $12.1 million in Fiscal 1995, but decreased as a percentage of total revenues from 17

35.9% in Fiscal 1994 to 35.3% in Fiscal 1995. This decrease reflects a decline in food costs resulting from increased efficiencies associated with the implementation in Fiscal 1995 of detailed recipes, training manuals, inventory controls and other management tools. LABOR AND BENEFITS. Labor and benefits costs increased $7.4 million, or 160.9%, from $4.6 million in Fiscal 1994 to $12.0 million in Fiscal 1995, but decreased as a percentage of total revenues from 40.4% in Fiscal 1994 to 35.1% in Fiscal 1995. This decline was primarily attributable to decreased training and recruiting costs resulting from lower restaurant employee turnover in Fiscal 1995 compared to Fiscal 1994. OCCUPANCY AND OTHER. Occupancy and other costs increased by $6.4 million, or 275.8%, from $2.3 million in Fiscal 1994 to $8.7 million in Fiscal 1995. As a percentage of total revenues, occupancy and other costs increased from 20.4% in Fiscal 1994 to 25.4% in Fiscal 1995. This increase resulted primarily from expanded advertising and promotional activities of the Company and greater pre-opening expenses in Fiscal 1995 compared to Fiscal 1994. DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense increased by $1.2 million, or 300.7%, from $415,000 in Fiscal 1994 to $1.7 million in Fiscal 1995. As a percentage of total revenues, depreciation and amortization expense increased from 3.6% in Fiscal 1994 to 4.9% in Fiscal 1995. This percentage increase resulted from higher depreciation expense associated with the purchase of five restaurant sites in Fiscal 1995 and from the amortization of goodwill associated with three restaurants acquired from franchisees in Fiscal 1995. All of the Company-owned restaurants opened prior to Fiscal 1995 are leased. GENERAL AND ADMINISTRATIVE. General and administrative expense increased by $1.4 million, or 73.9%, from $1.9 million in Fiscal 1994 to $3.3 million in Fiscal 1995. This increase was a result of increasing the management and support staff infrastructure in anticipation of future expansion. As a percentage of total revenues, general and administrative expense declined from 16.8% in Fiscal 1994 to 9.7% in Fiscal 1995. The decrease in this percentage was primarily attributable to economies of scale resulting from a greater number of Company-owned restaurants in operation during Fiscal 1995. TOTAL OTHER INCOME (EXPENSE). Total other income (expense) increased by $610,000 from a $571,000 expense in Fiscal 1994 to $39,000 of income in Fiscal 1995. This increase in total other income (expense) was primarily attributable to income earned by the Kendall, Florida Roadhouse Grill restaurant, which was accounted for under the equity method of accounting, and income from game rooms in new Company-owned restaurants, which income was partially offset by increased interest expense incurred in connection with the purchase of five restaurant sites in Fiscal 1995. FISCAL 1994 COMPARED TO FISCAL 1993 RESTAURANTS OPEN. At the beginning of Fiscal 1993, there were no Company-owned restaurants in operation. The Company added three restaurants in each of Fiscal 1993 and Fiscal 1994 (including one restaurant added in Fiscal 1993 which was owned by a limited liability company in which the Company owned a 50% interest, and one restaurant added in Fiscal 1994 which was owned by a separate limited liability company in which the Company owned a 50% interest). As of the end of Fiscal 1994, the Company had six Company-owned restaurants in operation. TOTAL REVENUES. Total revenues increased $7.9 million, or 228.6%, from $3.5 million in Fiscal 1993 to $11.4 million in Fiscal 1994. This increase was attributable to the opening of two 100% Company-owned restaurants during Fiscal 1994 and the inclusion of a full year of operations for the two 100% Company-owned restaurants opened in Fiscal 1993. FOOD AND BEVERAGE. Food and beverage costs increased by $2.6 million, or 177.7%, from $1.5 million in Fiscal 1993 to $4.1 million in Fiscal 1994, but decreased as a percentage of total revenues from 42.4% in Fiscal 1993 to 35.9% in Fiscal 1994. This decrease was attributable primarily to lower food costs during Fiscal 1994 that resulted from the introduction of portion controls and improved inventory management. 18

LABOR AND BENEFITS. Labor and benefits costs increased by $3.6 million, or 366.2%, from $988,000 in Fiscal 1993 to $4.6 million in Fiscal 1994. As a percentage of total revenues, labor and benefits costs increased from 28.5% in Fiscal 1993 to 40.4% in Fiscal 1994. This increase in labor and benefits costs was a result of overstaffing existing restaurants in order to hire and train managers and staff for restaurants to be opened. OCCUPANCY AND OTHER. Occupancy and other costs increased by $1.1 million, or 90.2%, from $1.2 million in Fiscal 1993 to $2.3 million in Fiscal 1994, but decreased as a percentage of total revenues from 35.2% in Fiscal 1993 to 20.4% in Fiscal 1994. The decrease in this percentage reflects unusually high occupancy and other costs as a percentage of total revenues in Fiscal 1993, which resulted primarily from spreading costs associated with the opening of the Company's first three restaurants over a small revenue base in Fiscal 1993. DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense increased by $368,000 from $47,000 in Fiscal 1993 to $415,000 in Fiscal 1994. As a percentage of total revenues, depreciation and amortization increased from 1.4% in Fiscal 1993 to 3.6% in Fiscal 1994 primarily as a result of depreciation associated with two restaurants opened late in Fiscal 1993 and three restaurants opened in Fiscal 1994. GENERAL AND ADMINISTRATIVE. General and administrative expense increased by $1.6 million from $280,000 in Fiscal 1993 to $1.9 million in Fiscal 1994. As a percentage of total revenues, general and administrative expense increased from 8.1% in Fiscal 1993 to 16.8% in Fiscal 1994. This increase was the result of the recruitment and hiring of additional management and support staff in anticipation of future growth. TOTAL OTHER INCOME (EXPENSE). Total other income (expense) decreased by $398,000 from a $173,000 expense in Fiscal 1993 to a $571,000 expense in Fiscal 1994. The decrease in total other income (expense) was primarily attributable to losses incurred by the North Miami and Kendall, Florida Roadhouse Grill restaurants, which were accounted for under the equity method of accounting, and incremental financing costs associated with the Company's growth. LIQUIDITY AND CAPITAL RESOURCES The Company requires capital principally for the opening of new restaurants and has financed its requirements through the private placement of Common Stock and Preferred Stock and loans from certain private parties, including present and former shareholders of the Company. In July 1996, the Company issued promissory notes in the principal amount of $1.5 million and $500,000 to a former Chairman of the Board of Directors of the Company (who is also a former shareholder) and a shareholder of the Company, respectively. These notes were repaid by the Company in August 1996 with the funds received in connection with the issuance of a promissory note in the principal amount of $2.0 million to Berjaya, the Company's principal shareholder. In September 1996, the Company issued another promissory note in the principal amount of $1.5 million to such former Chairman of the Board. See "Management--Compensation Committee Interlocks and Insider Participation" and "Certain Transactions." The Company's capital expenditures aggregated approximately $8.8 million for the twenty-six week period ended June 30, 1996, substantially all of which was used to open Roadhouse Grill restaurants. During such period, the Company received approximately $5.0 million from the private placement of Common Stock. Net cash provided by operating activities during the twenty-six week period ended June 30, 1996 was approximately $680,000. The Company's capital expenditures aggregated $14.5 million for Fiscal 1995, substantially all of which was used to open Roadhouse Grill restaurants. In addition, the Company acquired two restaurants for aggregate cash consideration of $3.0 million. During Fiscal 1995, the Company received 19

approximately $6.0 million from the private placement of Common Stock. It also borrowed funds in the aggregate amount of approximately $2.5 million from a former Chairman of the Board of Directors of the Company (who is also a former shareholder), which loans were consolidated and extended in January 1996. In addition, the Company borrowed $600,000 from the owner of a 50% interest in Kendall Roadhouse Grill, L.C. and approximately $3.5 million from Berjaya. Net cash used in operating activities during Fiscal 1995 was approximately $784,000. The Company's capital expenditures aggregated approximately $10.0 million for Fiscal 1994, substantially all of which was used to open Roadhouse Grill restaurants. During Fiscal 1994, the Company received approximately $20.8 million from the private placement of the Issued Preferred Stock and Common Stock. Net cash used in operating activities during Fiscal 1994 was $1.8 million. The Company's capital expenditures aggregated $1.4 million during Fiscal 1993, substantially all of which was used to open Roadhouse Grill restaurants. During Fiscal 1993, the Company received $1.6 million in connection with the issuance of promissory notes to Berjaya and $100,500 from the private placement of Common Stock. In addition, net cash provided by operating activities during 1993 was approximately $40,000. The Company expects to open four additional Roadhouse Grill restaurants during the remainder of 1996 and approximately 15 restaurants during 1997. The Company expects that the average cash investment required to open its prototype restaurants, excluding real estate costs and pre-opening expenses, will be approximately $950,000 or $1.3 million, depending on whether the Company converts an existing building or constructs a new restaurant. The Company believes that cash flow from operations, together with the proceeds of the Offering remaining after repayment of indebtedness, will be sufficient to fund the Company's anticipated expansion through 1997. To the extent such funds are insufficient, the Company will be required to seek additional funds from borrowings or the sale of equity securities, but there can be no assurance that such funds will be available on acceptable terms, if at all. As is common in the restaurant industry, the Company has generally operated with negative working capital ($7.1 million as of June 30, 1996). The Company does not have significant receivables or inventory and receives trade credit on its purchases of food and supplies. SEASONALITY AND QUARTERLY RESULTS The Company's sales and earnings fluctuate seasonally. Historically, the Company's highest earnings have occurred in its first and fourth fiscal quarters. In addition, quarterly results have been, and in the future are likely to be, substantially affected by the timing of new restaurant openings. Because of the seasonality of the Company's business and the impact of new restaurant openings, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year. IMPACT OF INFLATION The Company does not believe that inflation has materially affected its results of operations during the past three fiscal years. Substantial increases in costs and expenses, particularly food, supplies, labor and operating expenses could have a significant impact on the Company's operating results to the extent that such increases cannot be passed along to customers. ACCOUNTING MATTERS Statement of Financial Accounting Standards No. 121, "Accounting for Long-Lived Assets and for Long-Lived Assets to be Disposed of", requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is evaluated by comparing future cash flows (undiscounted and without interest charges) expected to result from use of the asset and its eventual disposition to the carrying amount of the asset. This new accounting principle was adopted by the Company effective January 1, 1996. As of January 1, 1996 and June 30, 1996, this new accounting principle had no material impact on the Company's financial position or results of operations. 20

In October 1995, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation" (SFAS No. 123), which becomes effective for financial statements for fiscal years beginning after December 15, 1995. SFAS No. 123 defines a fair value based method of accounting for an employee stock option or similar equity instrument and encourages all entities to adopt that method of accounting for all of their employee stock compensation plans. However, it also allows an entity to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). The Company is currently accounting for stock-based compensation under APB 25, and will continue accounting for stock-based compensation under this method. 21

BUSINESS GENERAL The Company owns and operates 28 and franchises or licenses six full-service, casual dining restaurants under the name "Roadhouse Grill." The Roadhouse Grill concept offers a fun, value-oriented dining experience that features premium quality grilled entrees and friendly service consistent with the Company's motto: "Good Food and a Smile . . . That's Roadhouse Style."/registered trademark/ The comfortable, entertaining roadhouse setting was designed to appeal to a broad range of customers, including business people, couples, singles and particularly families. Roadhouse Grill restaurants are based upon a roadhouse-style concept developed in 1991 by the Company's founder and chief executive officer, John D. Toole, III. In March 1993, Mr. Toole introduced the roadhouse-style concept to South Florida by opening the first Roadhouse Grill restaurant in Pembroke Pines (Fort Lauderdale) with the financial backing of other restaurant entrepreneurs. Since that time, the Company has grown rapidly, adding two additional restaurants in 1993, three restaurants in 1994, 13 restaurants in 1995 and, to date, nine restaurants in 1996. The Company also franchises or licenses three restaurants in Malaysia and three restaurants in the United States. A substantial portion of the funding for the Company's rapid expansion was obtained from capital investments and loans from Berjaya, its principal shareholder and an affiliate of the Company's franchisees for Asia and the Pacific Rim. THE ROADHOUSE GRILL CONCEPT The key elements that define the Roadhouse Grill concept are: /bullet/ COMFORTABLE, OPEN LAYOUT. Roadhouse Grill restaurants are designed to create an energetic and casual atmosphere. The interior of each restaurant is large, open and visually appealing, with exposed ceilings and brick and lapboard cedar walls decorated with colorful, hand-painted murals and neon signs. Multi-level seating is used to provide guests with a full view of the restaurant, including the exhibition grill and display kitchen, allowing everyone to enjoy the Roadhouse Grill experience. The exhibition cooking area features a mesquite-fired grill, a kitchen where homemade yeast rolls are made throughout the day and a display case filled with fresh cuts of meat, seafood and salads. To help create Roadhouse Grill's casual ambience, metal pails of roasted peanuts top each table, guests are encouraged to toss peanut shells on the floor, drinks are served in mason jars, long neck beers are delivered in metal buckets filled with ice, and a classic jukebox entertains guests with popular rock and country and western music. The exterior of each restaurant features rough-sawed siding, a wrap-around wood plank porch, a tin roof trimmed in neon and an oversized "Roadhouse Grill" sign. /bullet/ PREMIUM QUALITY GRILLED ENTREES AND DIVERSE MENU. The Roadhouse Grill menu features aged USDA Choice steaks, ribs, chicken and seafood. An in-house butcher at each restaurant cuts and trims the steaks and prime rib, which are aged both before and after carving. In addition to grilled selections, the menu includes a variety of appetizers, sandwiches, salads and desserts, including signature items such as Roadhouse cheese wraps, hot-out-of-the-oven yeast rolls made from scratch each day and a daily selection of homemade ice cream. /bullet/ HIGH VALUE TO GUESTS. Roadhouse Grill strives to provide a high value dining experience for its guests by offering a broad, moderately-priced menu and serving generous portions. At Roadhouse Grill restaurants, the price of each entree includes a choice of house or caesar salad, a choice of baked sweet potato, baked potato, home fries, french fries or rice pilaf and hot-out-of-the-oven homemade yeast rolls. From 11 a.m. to 3 p.m. Monday through Friday, each Roadhouse Grill offers a selection of 13 "Lunch in a Rush" menu items ranging from grilled steak salad to a half-order of ribs, all served to order in under 10 minutes and priced at $5.99 or less. During Fiscal 1995, the average guest check, including beverage, was approximately $7.25 for lunch and $13.00 for dinner. 22

/bullet/ BROAD CUSTOMER APPEAL; FOCUS ON FAMILIES. The Roadhouse Grill concept is designed to appeal to a broad range of customers, including business people, couples, singles and particularly families. The Company believes that to be attractive to families a concept must be appealing to both children and parents. Consequently, Roadhouse Grill restaurants furnish children with coloring menus, balloons and a free souvenir cup, and all Roadhouse Grill prototype restaurants have a game room featuring pinball and video games. In addition, each restaurant offers a special "Kids' Menu" featuring an assortment of entrees for $2.99. In 1995, Roadhouse Grill was voted a "Best Family Restaurant" in a survey conducted by SOUTH FLORIDA PARENTING magazine. For adults, each Roadhouse Grill restaurant offers beverages from its full-service bar, which is separated from the dining area. /bullet/ EFFICIENT, PERSONALIZED SERVICE. The Company believes that a distinctive, enjoyable dining experience is made possible through excellent service. Accordingly, the Company hires individuals who possess strong initiative and the ability to provide quality and personalized service. Roadhouse Grill attempts to foster the individuality of its employees, encouraging them to converse and interact with guests on a friendly, casual basis. Servers often sit down at the table with guests to take orders, and the restaurant manager visits each table to help ensure customer satisfaction. EXPANSION STRATEGY The Company's primary expansion strategy is to continue opening Company-owned restaurants in targeted markets in the United States. The Company plans to open restaurants primarily in selected medium and large metropolitan areas primarily in the Southeast and Gulf Coast regions. In addition, the Company is evaluating prospects for opening restaurants in Ohio and is considering opening additional restaurants in upstate New York. In each target market, the Company intends to cluster multiple restaurants to help build brand awareness and increase efficiencies in marketing and management. As of September 25, 1996, the Company had added nine restaurants in 1996, and it plans to open four additional Company-owned restaurants during the remainder of 1996, all of which are currently under construction. In 1997, the Company plans to open approximately 15 restaurants, for a total of approximately 47 Company-owned restaurants by the end of 1997. The Company also intends to actively support the development of Roadhouse Grill restaurants in Asia and the Pacific Rim through its international franchisees, Roadhouse Grill Asia Pacific (H.K.) Limited, a Hong Kong corporation ("Roadhouse Grill Hong Kong"), and Roadhouse Grill Asia Pacific (Cayman) Limited, a Cayman Islands corporation ("Roadhouse Grill Asia''), both of which are wholly-owned subsidiaries of Berjaya. The Company expects that Roadhouse Grill Asia, which currently operates three Roadhouse Grill restaurants in Kuala Lumpur, Malaysia, will develop at least two additional Roadhouse Grill restaurants in 1997. Berjaya is a wholly-owned subsidiary of Berjaya Group Berhad ("Berjaya Berhad"), a publicly-traded Malaysian Company with diversified interests, which operates more than 25 other restaurants in Asia and the Pacific Rim. Although the Company has granted limited rights for the development of Roadhouse Grill restaurants in certain areas of the United States, it plans to concentrate domestic expansion on the opening of Company-owned restaurants. SITE SELECTION; DESIGN AND LAYOUT The Company believes the site selection process is critical to the long-term success of any restaurant and, accordingly, devotes significant time and effort to the investigation and evaluation of potential locations. Among the factors it considers in the site selection process are market demographics (including population, age and median household income), traffic patterns and activity, site visibility and accessibility, and proximity to residential developments, office complexes, hotels, retail establishments and entertainment areas. The Company also considers existing or potential competition in the area and attempts to analyze the performance of other area restaurants. Currently, Company-owned restaurants are operated on both owned and leased sites, with a majority being leased. 23

Management generally determines which geographic areas may be suitable for Roadhouse Grill restaurants and then employs real estate agents and brokers to identify potential sites in each area. In connection with the Company's evaluation, Company personnel visit and analyze each potential site. After a location has been leased or purchased and the necessary licenses and permits obtained, the average time for construction of new Roadhouse Grill restaurants has been approximately 120 days and the average time for renovation of an existing building has been approximately 90 days. However, there can be no assurance that such construction schedules can be maintained in the future. Roadhouse Grill restaurants are large, open and visually appealing, with exposed ceilings and brick and lapboard cedar walls decorated with colorful, hand-painted murals and neon signs. The prototypical interior also includes multi-level seating, an exhibition grill and display kitchen and a game room featuring pinball and video games. The exterior of each restaurant features rough-sawed siding, a wrap-around wood plank porch, a tin roof trimmed in neon and an oversized "Roadhouse Grill" sign. Company-owned restaurants opened prior to March 1996 range generally from 6,000 to 8,500 square feet in size. During the last year, the Company refined its prototype from approximately 7,500 square feet (with seating for approximately 235 guests) to approximately 6,800 square feet (with seating for approximately 210 guests) in an effort to reduce construction costs without significantly impacting restaurant sales. The Company expects the average cash investment required to open its prototype restaurants, excluding real estate costs and pre-opening expenses, will be approximately $950,000 or $1.3 million, depending on whether the Company converts an existing building or constucts a new restaurant. However, there can be no assurance that the cost of opening Roadhouse Grill restaurants in the future will not increase. See "Risk Factors--Limited Operating History; Operating Losses" and "Risk Factors--Risks of Rapid Expansion; Management of Growth." RESTAURANT ECONOMICS The Company believes that Company-owned Roadhouse Grill restaurants have achieved attractive unit level economics. The Company's 12 Company-owned restaurants which were open for the entire twelve-month period ended June 30, 1996 generated average restaurant revenues of approximately $2.9 million, average restaurant cash flow of approximately $380,000 and average restaurant operating income after depreciation and amortization of approximately $217,000. The average cash investment, excluding real estate costs and pre-opening expenses, required to open the 22 Company-owned Roadhouse Grill restaurants opened by the Company was approximately $1.3 million. For the Company's ten owned properties, average real estate acquisition costs were approximately $870,000. However, there can be no assurance that existing or new restaurants will achieve unit economics in the future at the levels achieved in the twelve months ended June 30, 1996 or that the cost of opening a Roadhouse Grill restaurant will not increase. See "Risk Factors--Limited Operating History; Operating Losses" and "Risk Factors--Risks of Rapid Expansion; Management of Growth." 24

RESTAURANT LOCATIONS The following table provides information with respect to each of the Company's owned, franchised and licensed restaurants as of the date of this Prospectus.
APPROXIMATE SQUARE OWNED, LEASED, FOOTAGE/SEATING LICENSED OR CAPACITY(1) FRANCHISED --------------- -------------5,800/208 7,816/221 10,000/231 6,000/215 8,000/234 12,000/237 7,500/238 10,000/283 5,800/208 8,600/220 6,000/190 7,500/226 7,500/234 6,264/190 8,300/206 7,500/236 7,500/236 7,500/226 12,000/196 8,500/226 6,800/212 7,500/235 6,800/212 6,800/212 8,400/218 5,000/190 6,800/212 5,000/190 8,200/190 7,200/226 5,800/160 8,600/266 7,000/200 5,000/172 Leased Leased Leased Leased Leased Leased Leased Owned Leased Leased Leased Leased Owned Leased Owned Leased Owned Owned Leased Owned Leased Owned Owned Owned Owned Leased Leased Leased Licensed Franchised Franchised Licensed Franchised Franchised

LOCATION - -------COMPANY-OWNED: Pembroke Pines (Fort Lauderdale), FL North Miami, FL(2) Coral Springs (Fort Lauderdale), FL West Palm Beach, FL Kendall (Miami), FL(2) Casselberry (Orlando), FL Deerfield Beach (Fort Lauderdale), FL Bradenton, FL Davie (Fort Lauderdale), FL(2) Tampa, FL St. Petersburg, FL Delray Beach, FL Kissimmee, FL Lakeland, FL Jacksonville, FL Orlando South, FL Tallahassee, FL Ocala, FL Fort Lauderdale, FL (2)(3) North Palm Beach, FL Sandy Springs (Atlanta), GA(4) Longwood (Orlando), FL Orange Park (Jacksonville), FL(4) Fort Myers, FL(4) Columbia, SC Cheektowaga (Buffalo), NY Kennesaw (Atlanta), GA(4) Amherst (Buffalo), NY FRANCHISED OR LICENSED: Gresham, OR Boca Raton, FL (5) Bangsar Baru, Malaysia San Diego, CA Ampang, Malaysia Jalan Sultan Ismail, Malaysia

OPENING DATE -----------March 1, 1993 November 1, 1993 December 6, 1993 February 21, 1994 June 28, 1994 September 10, 1994 January 16, 1995 February 20, 1995 March 15, 1995 April 10, 1995 May 16, 1995 June 27, 1995 July 18, 1995 July 18, 1995 August 15, 1995 October 10, 1995 October 30, 1995 October 31, 1995 December 14, 1995 February 15, 1996 March 14, 1996 May 13, 1996 May 30, 1996 July 2, 1996 July 2, 1996 August 27, 1996 September 4, 1996 September 24, 1996 January 23, 1993 December 12, 1994 November 20, 1995 January 22, 1996 April 24, 1996 July 11, 1996

(1) Excludes bar seating. (2) The North Miami and Kendall restaurants originally were owned by limited liability companies in which the Company held a 50% ownership interest. The Davie and Fort Lauderdale restaurants were opened in March 1993 as franchised restaurants. The Company acquired 100% ownership of the North Miami, Davie and Fort Lauderdale restaurants in March 1995 and has contracted to acquire 100% ownership of the Kendall restaurant. (3) The Fort Lauderdale restaurant was closed for remodeling from September to December 1995. The date indicated in the above chart is the restaurant's re-opening date. (4) Prototype restaurant. (5) The Company is currently negotiating the purchase of a 50% interest in the Boca Raton restaurant from an unaffiliated third party. 25

The Company currently has under construction, and expects to open by the end of 1996, four restaurants, one each in Rochester, New York, Duluth (Atlanta), Georgia, Greenville, South Carolina and Lake Worth (West Palm Beach), Florida. In addition to the foregoing, four sites for restaurants that are expected to open in 1997 have been acquired or leased, one each in Columbia, South Carolina and Melbourne, Doral (Miami) and Daytona Beach, Florida. Of the Company's 28 restaurants, 19 are located on leased sites. Existing restaurant leases have expiration dates ranging from December 1996 to April 2015. The Company leases approximately 8,000 square feet for its corporate offices in Fort Lauderdale, Florida under a three year lease which expires September 30, 1998. MENU AND PRICING The Roadhouse Grill menu features USDA Choice steaks and prime rib, beef ribs, chicken and seafood, all of which are grilled to order. The Company's steaks and prime rib are aged both before and after being cut and trimmed by each restaurant's in-house butcher. The menu features over sixty items, including eight cuts of steak ranging from 6 oz. to 18 oz. In addition to grilled selections, the menu offers a wide variety of appetizers, sandwiches, salads and desserts, including signature items such as Roadhouse cheese wraps, hot-out-of-the-oven yeast rolls made from scratch each day and a daily selection of homemade ice cream. Each entree is served with a choice of a house salad or caesar salad, a choice of baked sweet potato, baked potato, home fries, french fries or rice pilaf and homemade yeast rolls. Roadhouse Grill restaurants are open seven days a week for lunch and dinner and offer full bar service. Prices range from $2.99 to $6.29 for lunch entrees and from $4.99 to $15.99 for dinner entrees. From 11 a.m. to 3 p.m. Monday through Friday, in addition to its full menu, each Roadhouse Grill offers a selection of 13 "Lunch in a Rush" menu items ranging from grilled steak salad to a half-order of ribs, all prepared to order in under 10 minutes and priced at $5.99 or less. During 1995, the average guest check, including beverage, was approximately $7.25 for lunch and $13.00 for dinner. RESTAURANT OPERATIONS AND MANAGEMENT RESTAURANT PERSONNEL. The Company believes that excellent service contributes significantly to a distinctive, enjoyable dining experience. Accordingly, the Company seeks to hire individuals who possess strong initiative and the ability to provide quality and personalized service. Roadhouse Grill attempts to foster the individuality of its employees, encouraging them to interact with customers on a friendly, casual basis. Consistent with the Company's preference to promote from within, restaurant managers generally are selected from Company personnel. The Company seeks to retain high-quality restaurant managers and personnel by providing them with opportunities for promotion and financial incentives based on individual restaurant performance. These financial incentives include a bonus plan which enables each restaurant manager to earn a portion of a bonus pool by achieving certain predetermined performance goals,. During Fiscal 1995, the Company's turnover rates were approximately 55% for restaurant staff and 21% for restaurant managers, which are significantly below the restaurant industry averages of 92% for staff employees and 50% for managers (as reported by the National Restaurant Association). Roadhouse Grill restaurants generally operate with five managers, including a general manager, an assistant general manager, a kitchen manager and two assistant managers. The general manager of each restaurant has primary responsibility for managing the day-to-day operations of the restaurant in accordance with Company standards. The general manager and kitchen manager of each restaurant generally are responsible for interviewing, hiring and training restaurant staff. Each restaurant has a staff of approximately 90 employees, which includes at least one full-time, in-house butcher. The Company currently employs eight area supervisors, each of whom is responsible for three to four restaurants. The supervisors report to regional directors, each of whom has responsibility for four supervisors. The Company currently has two regional directors, who communicate daily with the Vice President of Operations. 26

The Company devotes a significant amount of time and resources to restaurant management and staff training. Each new manager participates in an eight-week training program, which is conducted at designated training restaurants, before assuming an assistant manager position (or, in some instances, a kitchen manager position) at a Roadhouse Grill restaurant. This program is designed to provide training in all areas of restaurant operations, including food preparation and service, alcoholic beverage service, Company philosophy, operating standards, policies and procedures, and business management and administration techniques. The managers of the training restaurant conduct weekly evaluations of each manager trainee. In connection with the opening of each new restaurant, the Company sends one of its two full-time, 16-member training teams to train and assist the new restaurant employees. The training team generally arrives at each restaurant two weeks prior to opening and remains for four weeks after opening. Typically, the top three managers (the general manager, the assistant general manager and the kitchen manager) of each new restaurant are individuals who have been managers at an existing Roadhouse Grill restaurant. INTERNAL CONTROLS; RESTAURANT REPORTING. The Company maintains financial and accounting controls for each of its restaurants through the use of centralized accounting and management information systems. The Company uses a computerized point-of-sale system to collect sales information from each restaurant, and restaurant managers are provided access to the operating statements for their restaurants. The Company intends to upgrade its internal controls by enhancing its existing point-of-sale system. PURCHASING. Roadhouse Grill operates a centralized purchasing system that is utilized by all restaurants operated by the Company (except those located in upstate New York). The Company purchased approximately 87% of its food and other products from two distributors during Fiscal 1995. Beginning August 5, 1996, the Company began doing business with only one of these two principal distributors and anticipates that approximately 80% of its food and other products will be purchased from that distributor. See "Risk Factors--Changes in Food and Other Costs; Supply Risks." ADVERTISING AND MARKETING The Company attempts to build brand awareness by providing a distinctive dining experience that results in a significant number of new customers being attracted through word of mouth, as well as by traditional marketing efforts and promotional activities. The Company believes that clustering multiple restaurants in target markets will help build brand awareness and increase efficiencies in its marketing efforts. The Company's marketing efforts are centered around print media and radio advertisements using the voice of "Cowboy Jim," the Company's mascot, and, to a lesser extent, the use of outdoor billboards. The Company also markets at the restaurant level through sponsorship of community charity activities, sporting events, festivals and Chamber of Commerce events. Prior to opening a restaurant, the Company typically conducts a six-week print and radio advertising campaign and holds a "VIP Night" at which city officials, Chamber of Commerce members, police, fire and rescue personnel, local business people, area media and others are invited to have "dinner on the Roadhouse." At certain restaurants, the Company also is test marketing t-shirts and other merchandise bearing the Roadhouse Grill name and logo to increase the Company's brand recognition. Approximately 2.5% of the Company's annual revenues are spent on advertising and marketing activities. FRANCHISING The Company has granted franchise rights to the Roadhouse Grill concept in Asia and the Pacific Rim and in certain limited geographic areas in the United States. Pursuant to its expansion strategy, the Company expects to concentrate its future franchising activity in Asia and the Pacific Rim through its international franchisees, Roadhouse Grill Hong Kong and Roadhouse Grill Asia. Although the Company's United States franchisees may open a limited number of additional franchised restaurants in their respective territories, the Company does not intend to grant additional franchise rights in the United States. 27

INTERNATIONAL FRANCHISING. In January 1996, the Company entered into a Master Development Agreement with Roadhouse Grill Hong Kong, which provides for the development and franchising of Roadhouse Grill restaurants in Hong Kong. Under the agreement, Roadhouse Grill Hong Kong is not required to develop any specific number of restaurants in Hong Kong, but any restaurants that it develops are credited against the development obligations of Roadhouse Grill Asia under Roadhouse Grill Asia's Master Development Agreement with the Company. Roadhouse Grill Hong Kong is not required to pay any franchise or reservation fee for restaurants that it develops, but it is responsible for paying or reimbursing approved expenses incurred by the Company in connection with the opening of each restaurant. In addition, Roadhouse Grill Hong Kong is required to pay a royalty in connection with the operation of each of its restaurants in the amount of 2.0% of gross sales for each restaurant's first three years of operation and 3.0% thereafter. Under certain circumstances, Roadhouse Grill Hong Kong or the Company may grant franchises to third parties in Hong Kong. In that event, the Company is entitled to receive 50% of any franchise and reservation fees and 50% of any royalty fee payable by the third party franchisee, subject to limitations on the amounts payable to the Company of $10,000 per restaurant in the case of franchise and reservations fees and 2.5% of gross sales in the case of royalty fees. In January 1996, the Company also entered into a Master Development Agreement with Roadhouse Grill Asia which covers countries in Asia and the Pacific Rim (other than Hong Kong), including, but not limited to, Australia, China, India, Indonesia, Japan, Malaysia, New Zealand, North Korea, South Korea, The Philippines and Thailand. Under the agreement, Roadhouse Grill Asia is required to open and maintain at least 30 Roadhouse Grill Restaurants during the first ten years of the term of the agreement, with a minimum of two restaurants to be developed each year. Under certain circumstances, Roadhouse Grill Asia or the Company may grant franchises to third parties in the territory. The fee arrangements under the agreement are substantially the same as those under the agreement between the Company and Roadhouse Grill Hong Kong. See "Certain Transactions." DOMESTIC FRANCHISING. The Company has entered into franchise or license arrangements for the development and operation of Roadhouse Grill restaurants in Gresham, Oregon, Boca Raton, Florida, San Diego California, Clark County, Nevada and the Greater Delaware Valley Region of Pennsylvania. The Gresham Roadhouse Grill has been in operation since January 1993; the Boca Raton Roadhouse Grill has been in operation since December 1994; the San Diego Roadhouse Grill has been in operation since January, 1996; the Nevada franchisee commenced construction of its first restaurant in July 1996; and the Pennsylvania franchisee is currently evaluating sites for its restaurant. COMPETITION; RESTAURANT INDUSTRY The restaurant industry is highly competitive. The Company competes with a broad range of restaurants, including national and regional casual dining chains as well as locally-owned restaurants, some of which operate with concepts similar to that of the Company. Many of the Company's competitors are well established and have substantially greater market presence and financial and other resources than the Company. The entrance of new competitors into the Company's market areas or the expansion of operations by existing competitors could have a material adverse effect on the Company's results of operations and financial condition. In addition, the Company competes with other restaurant companies and retailers for sites, labor and, in many cases, customers. The Company believes that the key competitive factors in the restaurant industry are quality of food and service, price, location and concept. To the extent that one or more of its competitors becomes more successful in respect of any key competitive factors, the Company's business could be adversely affected. See "Risk Factors-- Competition." The restaurant industry is affected by changes in consumer tastes as well as national, regional and local economic conditions, demographic trends, traffic patterns, and the type, number and location of competing restaurants. Dependence on fresh meats and produce also subjects restaurant companies to the risk that shortages or interruptions of supply could adversely affect the availability, quality or cost of ingredients. In addition, factors such as inflation, increased food, labor and employee benefit costs and 28

the availability of qualified management and hourly employees also may adversely affect the restaurant industry generally and the Company's restaurants in particular. The success and future profitability of the Company will depend in part on its ability to identify and to respond appropriately to changing conditions within the restaurant industry. See "Risk Factors--Restaurant Industry." GOVERNMENT REGULATION Each Roadhouse Grill restaurant is subject to numerous federal, state and local laws and governmental regulations, including those relating to the preparation, sale and service of food and alcoholic beverages, designation of non-smoking and smoking areas, accessibility of restaurants to disabled customers, development and construction of restaurants and environmental matters. Roadhouse Grill also is subject to laws governing its relationship with employees, including minimum wage requirements, overtime, working conditions and immigration requirements. Difficulties or failures in obtaining the required construction and operating licenses, permits or approvals could delay or prevent the opening of a new restaurant. Roadhouse Grill believes that it is operating in compliance in all material respects with applicable laws and regulations that govern its operations. See "Risk Factors--Government Regulation." Alcoholic beverage control regulations require each Roadhouse Grill restaurant to apply to a state authority and, in certain locations, county or municipal authorities for a license or permit to sell alcoholic beverages on the premises and to provide service for extended hours. Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. If a liquor license for any restaurant were lost, revenues for that restaurant would be adversely affected. Alcoholic beverage control regulations relate to numerous aspects of the Company's restaurants, including minimum age of patrons consuming and employees serving alcoholic beverages, hours of operation, advertising, wholesale purchasing, inventory control, and handling, storage and dispensing of alcoholic beverages. The Company is also subject to "dram-shop" statutes which generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. The Company carries liquor liability coverage as part of its existing comprehensive general liability insurance. In connection with its sale of franchises, the Company is subject to the United States Federal Trade Commission rules and regulations and state laws that regulate the offer and sale of franchises. The Company also is subject to laws that regulate certain aspects of the franchise relationship. The Company is subject to various local, state and federal laws regulating the discharge of pollutants into the environment. The Company believes that its operations are in compliance in all material respects with applicable environmental laws and regulations. The Company conducts environmental audits of a proposed restaurant site in order to determine whether there is any evidence of contamination prior to purchasing or entering into a lease with respect to the site. However, there can be no assurance that the Company will not incur material environmental liability in connection with any of its owned or leased properties. EMPLOYEES At September 25, 1996, the Company employed approximately 283 salaried employees, of whom 29 served in corporate and administrative capacities and 254 served as restaurant management personnel. In addition, the Company employed approximately 3,195 persons on an hourly basis. None of the Company's employees is covered by a collective bargaining agreement, and the Company has never experienced an organized work stoppage, strike or labor dispute. The Company believes its relations with its employees are good. TRADEMARKS, SERVICE MARKS AND TRADE DRESS Roadhouse Grill believes its trademarks, service marks and trade dress are important to its marketing efforts. Roadhouse Grill has registered the "Roadhouse Grill" service mark, the "Cowboy 29

Jim and rocking chair" design and the slogan "Good Food and a Smile . . . That's Roadhouse Style" with the U.S. Patent and Trademark Office. The Company also has applied for registration of the "Roadhouse Grill" service mark in approximately 30 foreign countries, including Australia, Brazil, Canada, China, France, Germany, Hong Kong, Indonesia, Japan, Mexico, New Zealand, The Philippines, South Africa, Spain, Thailand and the United Kingdom. LITIGATION The Company is party to certain legal proceedings arising in the ordinary course of business. In the opinion of the Company, any resulting liability will not have a material adverse effect on the Company or its business. 30

MANAGEMENT DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES The directors, executive officers and key employees of the Company are as follows:
NAME ---John D. Toole III ...... Dennis C. Jones ........ John D. Toole, Jr. .... H. Todd Kaufman ........ Charles D. Barnett .... Mark A. Scobee ......... Brad H. Haber .......... Gerald P. Shore ........ Kim A. Donovan ......... Tan Kim Poh(1) ......... Dr. Christian F. Horn(1) AGE --37 42 59 33 45 32 35 47 32 43 68 POSITION -------Chief Executive Officer, President and Director Chief Financial Officer, Vice President of Finance and Treasurer Vice President of Real Estate and Construction Vice President of Operations Secretary Director of Human Resources Director of Training Director of Purchasing Director of Marketing Director Chairman of the Board of Directors

(1) Member of Audit, Compensation and Stock Option Committees. JOHN D. TOOLE III. Mr. Toole founded Roadhouse Grill in October 1992 and has served since that time as Chief Executive Officer, President and a director of the Company. From 1988 to October 1992, Mr. Toole served as President of Bluegrass Steaks, Inc., where he developed the initial Logan's Roadhouse casual dining steakhouse concept. From 1983 to 1988, Mr. Toole was employed by Ryan's Family Steak Houses, Inc. ("Ryan's") in various capacities, including restaurant general manager and area supervisor. In 1988, Ryan's was a 120-unit chain which operated in the Southeast, Northeast and Midwest regions of the United States. Mr. Toole is the son of John D. Toole, Jr., the Vice President of Real Estate and Construction of the Company. DENNIS C. JONES. Mr. Jones has served as Chief Financial Officer, Vice President of Finance and Treasurer of the Company since March 1996. From October 1994 to January 1996, Mr. Jones served as Chief Financial Officer of Louise's Trattoria, Inc., which operated approximately 20 Italian restaurants, primarily in southern California. From 1984 to October 1994, Mr. Jones was employed by Acapulco Restaurants, Inc., which operated approximately 50 Mexican restaurants, primarily in California, in various financial management positions, including Chief Financial Officer from January 1991 to October 1994. JOHN D. TOOLE, JR. Mr. Toole has served as Vice President of Real Estate and Construction of the Company since March 1993. From 1986 to March 1993, Mr. Toole owned and operated a real estate brokerage company in Smyrna, Georgia. Mr. Toole is the father of John D. Toole III, the Chief Executive Officer and President of the Company. H. TODD KAUFMAN. Mr. Kaufman has served as Vice President of Operations of the Company since December 1995. Mr. Kaufman joined the Company in March 1994 and has served in various capacities, including as an area supervisor and regional director. From September 1991 until April 1994, Mr. Kaufman served as area supervisor of three restaurants in the Atlanta Market for O'Charley's Restaurants, Inc. From 1987 until 1991, Mr. Kaufman was a manager of a Ryan's restaurant. CHARLES D. BARNETT. Mr. Barnett has served as Secretary of the Company since its inception in October 1992. Since August 1992, Mr. Barnett has served as General Counsel of Roasters Corp., a company that operates Kenny Rogers Roasters Restaurants. From July 1990 until joining Roasters Corp., Mr. Barnett served as General Counsel of Miami Subs Corporation, which operates and franchises Miami Subs restaurants. MARK A. SCOBEE. Mr. Scobee has served as Director of Human Resources of the Company since August 1994. Mr. Scobee joined the Company in March 1993 and has served the Company in various 31

capacities, including restaurant manager, area supervisor and Director of Operations. Mr. Scobee served as a general manager of various Logan's Roadhouse restaurants from August 1991 to February 1993 and as a general manager of various Applebee's restaurants from January 1989 to August 1990. BRAD H. HABER. Mr. Haber has served as Director of Training of the Company since March 1995. From February 1992 to March 1995, Mr. Haber served as Manager Training Supervisor and a restaurant general manager of O'Charley's Restaurants, Inc. From June 1990 to February 1992, Mr. Haber was employed by Brinker International, Inc. as the manager of a Chili's restaurant. GERALD P. SHORE. Mr. Shore has served as Director of Purchasing of the Company since December 1995. From January 1994 until joining the Company, Mr. Shore was a marketing associate with Sysco Food Services South Florida, a food and restaurant products distributor, and, in such capacity, exclusively serviced Roadhouse Grill restaurants. Since 1979, Mr. Shore and his wife have owned part of and operated Marino's Italian Restaurant in Fort Lauderdale, Florida. KIM A. DONOVAN. Ms. Donovan has served as Director of Marketing of the Company since January 1996. Ms. Donovan joined the Company in March 1995 as Marketing Assistant. From August 1993 until joining the Company, Ms. Donovan served as Marketing Coordinator for Brothers Gourmet Coffees. From November 1990 to October 1994, Ms. Donovan operated her own retail bakery and concession business. From 1988 to October 1990, Ms. Donovan was a senior consultant with Abbington Associates, Ltd., a restaurant and hospitality recruiting firm serving the Boston area. From 1986 to 1988, Ms. Donovan served in various capacities, including store manager and corporate trainer, for Au Bon Pain, Inc. TAN KIM POH. Mr. Tan has served as a director of the Company since May 1995. Since 1991, Mr. Tan has served as Group Executive Director of Berjaya Berhad. Mr. Tan has also served as a director of the following companies since the indicated dates: Berjaya Industrial Berhad, since May 1990; Berjaya Prudential Assurance Berhad, since March 1992; Berjaya Capital Berhad, since March 1995; Topgroup Holdings Berhard, since January 1995; UNZA Holdings Berhad, since January 1995; Berjaya Holdings (H.K.) Ltd., since July 1993; Rossmont Plc, since September 1994; STM Wireless, Inc., since October 1994; and Carlovers Carwash Ltd., since December 1994. DR. CHRISTIAN F. HORN. Dr. Horn has served as a director of the Company since January 1994 and as Chairman of the Board since August 1996. Since 1990, Dr. Horn has been the Managing Partner of Horn Venture Partners II, L.P., a General Partner of Cupertino Ventures Partnership III, L.P. (formerly known as Grace Ventures Partnership III, L.P.) ("Cupertino"), which is a shareholder of the Company. From 1982 until December 1995, Dr. Horn was also President of Grace Ventures Corp., which had been a General Partner of Grace Ventures Partnership III, L.P. Dr. Horn is a director of HomeTown Buffets, Inc., a buffet-style restaurant chain, a subsidiary of which operates Roadhouse Grill restaurants in Gresham, Oregon and San Diego, California pursuant to licensing arrangements with the Company. All executive officers of the Company are elected annually by, and serve at the discretion of, the Board of Directors. Directors are elected annually by the Company's shareholders and serve until their successors are elected and qualified. The Company intends to add two directors not affiliated with the Company within 90 days after completion of the Offering. These new directors will serve on the audit and compensation committees of the Board of Directors. DIRECTORS COMPENSATION During Fiscal 1995, the Company reimbursed its non-employee directors for out-of-pocket expenses incurred in connection with attendance at board meetings. Following completion of the Offering, the Company intends to pay its non-employee directors a fee for each board and committee meeting attended, as well as out-of-pocket expenses. During Fiscal 1995, the Company granted options to acquire , and shares of the Company's Common Stock to Tan Sri Dato Vincent Tan Chee Yioun (who served as a director from September 1993 to August 1996 and as 32

Chairman of the Board of Directors from April 1996 to August 1996), Tan Kim Poh and Dr. Christian F. Horn, respectively. See "Management--1994 Stock Option Plan." EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE. The table below sets forth certain information concerning the compensation received during Fiscal 1995 by the Company's Chief Executive Officer. No other employee of the Company received compensation of $100,000 or more during Fiscal 1995.
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION(1) ---------------------SALARY ($) BONUS ($) ALL OTHER COMPENSATION($) ----------- ------------------------------------$120,000 $34,566

NAME AND PRINCIPAL POSITION - ---------------------------John D. Toole III President & Chief Executive Officer

(1) The aggregate amount of perquisites and other personal benefits, if any, did not exceed the lesser of $50,000 or 10% of the total annual salary and bonus reported for the Company's Chief Executive Officer and has therefore been omitted. OPTION GRANTS, AGGREGATED OPTION TABLE. No stock options were granted to the Company's Chief Executive Officer during Fiscal 1995. The table below sets forth certain information with respect to options exercised during, and options held at the end of, Fiscal 1995 by the Company's Chief Executive Officer. All of such options were issued outside of the Option Plan. All of such options that were held at the end of Fiscal 1995 are currently exercisable.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES NUMBER OF SHARES SUBJECT TO UNEXERCISED OPTIONS AT END OF FISCAL 1995 ------------------VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS AT END OF FISCAL 1995(3) --------------$550,000

NAME - ----John D. Toole III - ----------(1) Adjusted for the , 1996.

SHARES ACQUIRED ON VALUE EXERCISE(1) REALIZED(2) ------------- -----------$1,084,443 for

reverse stock split effected by the Company on

(2) The value shown is based on management's estimate of the fair market value of the Common Stock at the date of exercise. (3) All options are options to purchase Common Stock of Roadhouse Grill, Inc. As there is no existing public market for the Common Stock, the value shown is based on management's estimate of the fair market value of the Common Stock at the end of Fiscal 1995.

1994 STOCK OPTION PLAN The Company's 1994 Stock Option Plan (The "Option Plan") was adopted by the Board of Directors on February 14, 1994. The Option Plan provides for grants of incentive and nonqualified stock options to Company employees and for grants of nonqualified stock options to non-employee officers, directors and consultants of the Company. The Option Plan is administered by the Stock Option Committee. A maximum of shares of Common Stock may be issued pursuant to the Option Plan. As of October , 1996, options to purchase shares were outstanding under the Option Plan at a weighted-average exercise price of $ per share, including options that were granted in Fiscal 1995 to purchase shares at an exercise price of $ per share. All of the options granted to date under the Option Plan vest over a three year period from the date of grant, subject to the acceleration of vesting upon a change of control of the Company. The exercise price of incentive stock options may not be less than 100% of the fair market value of the Common Stock on the date of grant (110% in the case of incentive stock options granted to a holder 33

of more than 10% of the total voting power of all classes of the Company's capital stock on the date of grant). The term of options is as determined by the Stock Option Committee but in any event may not exceed ten years from the date of grant. The exercise price may be paid in cash and/or by delivery of Common Stock already owned by the optionee (valued at its fair market value at the time of exercise). In addition to options that have been granted under the Option Plan, the Company has granted an option outside of the Option Plan to J. David Toole, III pursuant to which Mr. Toole may acquire up to shares of the Company's Common Stock. Such options may be exercised at a price of and have an expiration date of January 31, 2010. INDEMNIFICATION OF OFFICERS AND DIRECTORS Pursuant to the Company's Articles of Incorporation and Bylaws, the Company is obligated to indemnify each of its directors and officers to the fullest extent permitted by Florida law with respect to all liability and loss suffered, and reasonable expense incurred, by such person in any action, suit or proceeding in which such person was or is made or threatened to be made a party or is otherwise involved by reason of the fact that such person is or was a director or officer of the Company. The Company is also obligated to pay the reasonable expenses of indemnified directors or officers in defending such proceedings if the indemnified party agrees to repay all amounts advanced should it be ultimately determined that such person is not entitled to indemnification. The Company maintains an insurance policy covering directors and officers under which the insurer agrees to pay, subject to certain exclusions, for any claim made against the directors and officers of the Company for a wrongful act for which they may become legally obligated to pay or for which the Company is required to indemnify its directors or officers. EMPLOYMENT AGREEMENTS The Company and John David Toole, III have entered into an employment agreement providing for Mr. Toole's employment as President of the Company through September 30, 1997. The agreement provides for an annual base salary of $120,000 and an annual bonus in an amount equal to the greater of (i) 10% of the profits (before taxes) of the first four Roadhouse Grill restaurants developed by the Company (so long as such restaurants have a profit of at least 10% of sales); or (ii) 5% of the pre-tax profits of the Company after deducting depreciation and general corporate overhead. The agreement provides that Mr. Toole will not compete with the Company for three years after termination of his employment. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During Fiscal 1995, the Company had no Compensation Committee or other committee of the Board of Directors performing similar functions. Decisions concerning the compensation of executive officers were made by the full Board of Directors. In January 1996, the Board of Directors established a Compensation Committee. In Fiscal 1995, the Company obtained loans in the aggregate amount of approximately $2.5 million from John Y. Brown, Jr. during Fiscal 1995, Mr. Brown was the former Chairman of the Board of Directors of the Company. In January 1996, these loans were consolidated and extended under the Company's unsecured promissory note dated January 15, 1996, in the principal amount of $2.5 million, bearing interest at 8.5% per annum, the principal of and accrued interest on which are due and payable in full upon the closing, and from the proceeds, of the Offering. The funds obtained by the Company from such loan were used to finance the opening of new restaurants. The loan was initially unsecured but in July 1996 was cross-collateralized by the lien granted on the additional $1.5 million loan described in the next paragraph. In July 1996, the Company borrowed an additional $1.5 million from Mr. Brown under the Company's secured promissory note dated July 12, 1996, bearing interest at 8.5% per annum, the principal of and accrued interest on which were paid on August 19, 1996 from a portion of the proceeds of the Company's $2.0 million loan from Berjaya described below. The loan, the proceeds of which were 34

used to finance the opening of new restaurants, was secured by a lien on all of the furniture, fixtures and equipment located in the Company's restaurants on July 12, 1996 that had not been previously pledged to a third party. Following the repayment of this loan, the Company in September 1996 obtained a new loan in the amount of $1.5 million from Mr. Brown under the Company's unsecured promissory note dated September 5, 1996, bearing interest at 5.0% per annum and payable in full upon the closing of the Offering. On July 15, 1996, the Company borrowed $500,000 from Cupertino, a shareholder of the Company, under the Company's unsecured promissory note dated July 15, 1996, bearing interest at 8.5% per annum, the principal of and accrued interest on which were paid on August 19, 1996. The proceeds of this loan were used to finance the opening of new restaurants. Dr. Christian F. Horn, the Chairman of the Board of Directors of the Company, is the managing partner of Horn Ventures Partners II, L.P., which is a General Partner of Cupertino. In August 1996, the Company borrowed $2.0 million from Berjaya, its principal shareholder, under an unsecured promissory note dated August 16, 1996, bearing interest at 8.5% per annum, the principal of and accrued interest on which are due and payable in full on the closing of this Offering. The proceeds of this loan were used to repay the July 1996 $1.5 million loan from Mr. Brown described above and to finance the opening of new restaurants. In connection with this loan, the Company issued a warrant to Berjaya to acquire that number of shares of the Company's Common Stock determined by dividing $200,000 by the exercise price of the warrant. The exercise price is equal to 80% of the initial public offering price of the Common Stock offered hereby. Tan Kim Poh, a director of the Company, is Group Executive Director of Berjaya Berhad, which directly or indirectly owns Berjaya. Berjaya directly or indirectly owns Roadhouse Grill Hong Kong and Roadhouse Grill Asia. In January 1996, the Company entered into a master development agreement with Roadhouse Grill Hong Kong which provides for the development and franchising of Roadhouse Grill restaurants in Hong Kong. Under the agreement, Roadhouse Grill Hong Kong is not required to develop any specific number of restaurants in Hong Kong, but any restaurants that it develops are credited against the development obligations of Roadhouse Grill Asia under Roadhouse Grill Asia's Master Development Agreement with the Company. Roadhouse Grill Hong Kong is not required to pay any franchise or reservation fee for restaurants that it develops, but it is responsible for paying or reimbursing approved expenses incurred by the Company in connection with the opening of each restaurant. In addition, Roadhouse Grill Hong Kong is required to pay a royalty in connection with the operation of each of its restaurants in the amount of 2.0% of gross sales for each restaurant's first three years of operation and 3.0% thereafter. Under certain circumstances, Roadhouse Grill Hong Kong or the Company may grant franchises to third parties in Hong Kong. In that event, the Company is entitled to receive 50% of any franchise and reservation fees and 50% of any royalty fee payable by the third party franchisee, subject to limitations on the amounts payable to the Company of $10,000 per restaurant in the case of franchise and reservations fees and 2.5% of gross sales in the case of royalty fees. In January 1996, the Company also entered into a Master Development Agreement with Roadhouse Grill Asia, which covers countries in Asia and the Pacific Rim (other than Hong Kong), including, but not limited to, Australia, China, India, Indonesia, Japan, Malaysia, New Zealand, North Korea, South Korea, the Philippines and Thailand. Under the agreement, Roadhouse Grill Asia is required to open and maintain at least 30 Roadhouse Grill restaurants during the first ten years of the term of the agreement, with a minimum of two restaurants to be developed each year. Under certain circumstances, Roadhouse Grill Asia or the Company may grant franchises to third parties in the territory. The fee arrangements under the agreement are substantially the same as those under the agreement between the Company and Roadhouse Grill Hong Kong. See "Certain Transactions." The obligations of the original tenant, New York Roasters, Inc., under the leases for the sites covering the Company's two restaurants in Buffalo, New York were assumed by the Company in December 1995. At the time of such assumptions, Mr. Brown was Chairman of the Board of Directors of the Company and also President of Roasters Corp. New York Roasters, Inc. was a former franchisee of Roasters Corp. Except for the franchise relationship, neither Mr. Brown nor Roasters Corp. had, or currently has, any financial or other interest in New York Roasters, Inc. 35

CERTAIN TRANSACTIONS For a description of certain transactions between the Company and certain of its affiliates, see "Management--Compensation Committee Interlocks and Insider Participation." PRINCIPAL SHAREHOLDERS The following table sets forth information regarding the beneficial ownership of the Company's Common Stock as of October , 1996, and as adjusted to reflect the sale of the Common Stock offered hereby (assuming that the underwriters' over-allotment option is not exercised), with respect to (i) each person known by the Company to own beneficially more than 5% of the Common Stock; (ii) the Chief Executive Officer and each of the directors of the Company; and (iii) all directors and executive officers of the Company as a group. The information set forth below gives effect to the conversion of all of the Issued Preferred Stock into shares of Common Stock, which conversion will occur concurrently with the closing of the Offering. Except as set forth below, the shareholders named below have sole voting and investment power with respect to all shares of Common Stock shown as being beneficially owned by them.
NAME - ---John D. Toole III (1) .......................... Tan Kim Poh (2) ................................ Dr. Christian F. Horn (3) ...................... Berjaya Group (Cayman) Limited (2) ............. Cupertino Ventures Partnership III, L.P. (3) .. Banque Scandinave En Suisse (4) ................ All executive officers and directors as a group (four persons)(1)(2)(3)(5) ........ - -----------------* Less than 1% COMMON STOCK BENEFICIALLY OWNED ------------------PERCENT OF CLASS PRIOR TO OFFERING -------------------% PERCENT OF CLASS AFTER OFFERING -----------------%

(1) Reflects shares subject to options beneficially owned by Mr. Toole that are exercisable within 60 days after the date of this Prospectus. (2) Reflects shares beneficially owned by Berjaya. As Group Executive Director of Berjaya Berhad, the owner of 100% of the outstanding shares of Berjaya, Mr. Tan may be deemed to be the beneficial owner of all of the shares owned by Berjaya in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Mr. Tan disclaims beneficial ownership of the shares beneficially owned by Berjaya. Mr. Tan's and Berjaya's address is Level 16, Shahzan Prudential Tower, 30 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. (3) Includes (i) shares beneficially owned by Cupertino and (ii) shares subject to options beneficially owned by Dr. Horn that are exercisable within 60 days after the date of this Prospectus. As the Managing Partner of Horn Venture Partners II, L.P., a general partner of Cupertino, Dr. Horn may be deemed to be the beneficial owner of all of the shares owned by Cupertino in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Dr. Horn's and Cupertino's address is 20300 Stevens Creek Blvd., Suite 330, Cupertino, California 95014. (4) Banque Scandinave En Suisse's address is c/o Ayman Sabi, 6118 St. Giles Street, Raleigh, North Carolina 27612. (5) Includes shares subject to options that are exercisable either currently or within 60 days after the date of this Prospectus.

36

DESCRIPTION OF CAPITAL STOCK The Company is authorized to issue 30 million shares of Common Stock, par value $.01 per share, and 10 million shares of Preferred Stock, par value $.01 per share. As of , the Company had issued and outstanding shares of Common Stock, 3,422,500 shares of Series A Convertible Preferred Stock ("Series A Preferred Stock") and 2,333,350 shares of Series B Convertible Preferred Stock ("Series B Preferred Stock"). As of September 25, 1996, the Company had four holders of record of Common Stock, seven holders of record of Series A Preferred Stock and six holders of record of Series B Preferred Stock, respectively. COMMON STOCK The holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. Cumulative voting in the election of directors is not permitted and the holders of a majority of the number of outstanding shares of Common Stock are entitled to vote in any election of directors and may elect all of the directors standing for election. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefor, subject to any preferential dividend rights of outstanding Preferred Stock. Upon a liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive ratably the net assets of the Company available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding Preferred Stock. The holders of Common Stock have no preemptive, subscription, redemption or conversion rights. The outstanding shares of Common Stock are, and the shares offered by the Company in this Offering, will be, when issued and paid for, fully paid and nonassessable. PREFERRED STOCK The Company currently has issued and outstanding an aggregate of 5,755,850 shares of Series A Preferred Stock and Series B Preferred Stock. Upon the closing of the Offering, all Issued Preferred Stock will be converted automatically into an aggregate of shares of Common Stock. After the Offering, the Company will have authorized shares of undesignated Preferred Stock. The Board of Directors is empowered by the Company's Articles of Incorporation to designate and issue from time to time one or more classes or series of Preferred Stock without shareholder approval. The Board of Directors may fix and determine the relative rights, preferences and privileges of each class or series of Preferred Stock so issued. Because the Board of Directors has the power to establish the preferences and rights of each class or series of Preferred Stock, it may afford the holders of any series or class of Preferred Stock preferences, powers and rights, with respect to voting, liquidation or otherwise, senior to the rights of holders of Common Stock. The issuance of Preferred Stock could have the effect of delaying or preventing a change in control of the Company. The Board of Directors has no present plans to issue any shares of Preferred Stock. WARRANTS In August 1996, the Company issued a warrant to Berjaya, its principal shareholder, in connection with its receipt of a $2.0 million loan from Berjaya. The warrant is exercisable during the 1997 calendar year. Pursuant to its terms, Berjaya may acquire up to that number of shares of the Company's Common Stock determined by dividing $200,000 by the exercise price of the warrant. The exercise price is equal to 80% of the initial public offering price of the Common Stock offered hereby. CERTAIN PROVISIONS OF FLORIDA LAW Florida law provides that, unless the corporation has elected to opt out of such provisions in its Articles of Incorporation or Bylaws, a public corporation organized under Florida law is subject to 37

certain statutory provisions that may have anti-takeover effects and that require special approvals for certain "affiliated transactions." These provisions, which are contained in the Florida Business Corporation Act, require, subject to certain exceptions, that an "affiliated transaction" be approved by the holders of two-thirds of the voting shares other than those beneficially owned by an "interested shareholder" or by a majority of disinterested directors and that voting rights be conferred on "control shares" acquired in specified control share acquisitions generally only to the extent conferred by resolution approved by the shareholders, excluding holders of shares defined as "interested shares." The Company has elected to opt out of the "control-share" acquisition provisions, but has not elected to opt out of the affiliated transactions provisions. In addition, Florida law presently limits the personal liability of a corporate director for monetary damages, except where the director (i) breaches his or her fiduciary duties and (ii) such breach constitutes or includes certain unlawful distributions or certain other reckless, wanton or willful acts or misconduct. REGISTRATION RIGHTS In connection with the private placement of its Common Stock and Issued Preferred Stock, the Company has granted certain registration rights to certain holders of its Issued Preferred Stock and Common Stock. The Company will have ongoing obligations with respect to those registration rights. See "Shares Eligible for Future Sale--Registration Rights." TRADING MARKET AND TRANSFER AGENT No established trading market for the Common Stock existed prior to the Offering. An application has been made for the Common Stock to be designated on the Nasdaq National Market under the symbol "GRLL." The transfer agent for the Common Stock is American Stock Transfer & Trust Company, and its address is 40 Wall Street, New York, New York 10005. SHARES ELIGIBLE FOR FUTURE SALE GENERAL Upon completion of the Offering, the Company will have outstanding shares of Common Stock (assuming no exercise of outstanding options to purchase shares of Common Stock). Of these shares, the shares of Common Stock sold in the Offering (assuming no exercise of the Underwriters' over-allotment option) will be freely tradeable without restriction or further registration under the Securities Act, except for any of such shares held by "affiliates" (as defined under the Securities Act) of the Company, which may generally only be sold in compliance with the applicable provisions of Rule 144 adopted under the Securities Act ("Rule 144"). The holders of the remaining shares (the "Restricted Shares") will be entitled to sell their shares in the public securities market only if registered under the Securities Act or if sold in accordance with an applicable exemption from registration, such as Rule 144 or Rule 701 promulgated under the Securities Act. In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate of the Company, who has beneficially owned Restricted Shares for at least two years is entitled to sell, within any three-month period, up to the number of Restricted Shares that does not exceed the greater of (i) one percent of the then outstanding shares of Common Stock (approximately shares immediately after the Offering); or (ii) the average weekly trading volume during the four calendar weeks preceding the date on which notice of the sale is filed with the Securities and Exchange Commission (the "Commission"). Sales under Rule 144 are subject to certain restrictions relating to manner of sale, volume of sales and the availability of current public information about the Company. of the Restricted Shares will be eligible for sale pursuant to Rule 144, subject to these restrictions, beginning 90 days after the date of this Prospectus, and shares will become eligible for sale subject to certain restrictions at various times between May 1997 and May 1998. Further, a person (or persons whose shares are aggregated) who is not deemed 38

to have been an affiliate of the Company at any time during the three months immediately preceding the sale is entitled to sell Restricted Shares pursuant to rule 144(k) without regard to the volume limitations, current public information or manner of sale requirements of Rule 144, provided that at least three years have expired since the later of the date on which the Restricted Shares were acquired from the Company or the date they were acquired from an affiliate of the Company. Currently none of the Restricted Shares are eligible for sale pursuant to Rule 144(k). In addition to the foregoing, affiliates of the Company must comply with the restrictions and requirements of Rule 144 (other than the holding period requirement) in order to sell any Common Stock they own that does not constitute Restricted Shares. See "Risk Factors--Shares Eligible for Future Sale." An employee, officer or director of, or consultant to, the Company who purchased his or her shares pursuant to a written compensatory plan or contract is entitled to rely on the resale provisions of Rule 701 under the Securities Act of 1933, which permits non-affiliates to sell their Rule 701 Shares without having to comply with the public information, holding period, volume limitation or notice provisions of Rule 144 and permits affiliates to sell their Rule 701 shares without having to comply with Rule 144's holding period requirements, in each cash commencing 90 days after the date of this Prospectus. The Company, its officers and directors and shareholders have agreed that they will not sell, offer to sell, pledge, issue, distribute or otherwise dispose of any shares of Common Stock for a period of 180 days after the date of this Prospectus without the prior written consent of the Representatives, except that the Company may issue shares pursuant to the over-allotment option. Prior to the Offering, there has been no market for the Common Stock, and there can be no assurance that an active public market will develop or continue after the Offering. Sales of substantial amounts of Common Stock in the public market, or the perception that sales may occur, could adversely affect the prevailing market price of the Common Stock or the ability of the Company to raise capital through a public offering of its equity securities. See "Risk Factors--Absence of Public Market; Price Volatility." REGISTRATION RIGHTS Pursuant to certain registration rights agreements, the holders of the Series A Preferred Stock and the Series B Preferred Stock have certain demand registration rights with respect to the shares of Common Stock issuable upon conversion of such Series A and B Preferred Stock (the "Subject Shares"). The demand registration rights, which require the Company to use its best efforts to effect the registration of the Subject Shares under the Securities Acts may be exercised by the holders of at least 50% of the Subject Shares after February 10, 1997, subject to limited exceptions. The Company is obligated to register Subject Shares pursuant to this demand registration right on two occasions only; provided, however, that the Company's obligation is deemed satisfied only when a registration statement covering at least 75% of the Subject Shares has become effective and, if the shares are to be sold in a firm commitment underwritten public offering, all of such shares have been sold pursuant to such offering. Notwithstanding the foregoing, holders of Subject Shares have unlimited demand registration rights to the extent the Company may register Subject Shares on Form S-3 or any successor thereto, provided that the reasonably anticipated aggregate price to the public of the offering would exceed $500,000. The Company also is obligated to offer the holders of Subject Shares the right to register their shares pursuant to certain registration statements filed by the Company. The Company has agreed to indemnify the holders of the Subject Shares for certain liabilities under applicable state and federal securities laws in connection with any offering pursuant to the exercise of registration rights. The Company will not indemnify the holders of Subject Shares for any liabilities resulting from information furnished in writing by such holders. Except in certain limited circumstances, the Company is obligated to pay all expenses incidental to a demand registration, excluding underwriters' discounts and commissions. In addition to the registration rights relating to the Subject Shares, the Company also has granted one demand registration right to Berjaya with respect to shares of the Company's Common 39

Stock, beneficially owned by Berjaya (the "Berjaya Shares"). This registration right is expressly subordinate to the registration rights described above with respect to the Subject Shares. This right may be exercised one time only by the holders of at least 50% of the Berjaya Shares at any time after six months after the date of this Prospectus. The Company has agreed to indemnify the holders of the Berjaya Shares for certain liabilities under applicable state and federal securities laws in connection with any offering pursuant to the exercise of this demand registration right. The Company will not indemnify the holders of the Berjaya Shares for any liabilities resulting from information furnished by such holders. Berjaya is responsible for payment of its proportionate share of all expenses incidental to this demand registration, including underwriters' discounts and commissions. REGISTRATION STATEMENT RELATING TO 1994 STOCK OPTION PLAN The Company has reserved shares of Common Stock for issuance under the Option Plan, and options for an aggregate of shares of Common Stock are currently outstanding thereunder. The Company intends to file a registration statement under the Securities Act, covering the shares of Common Stock reserved for issuance under the Option Plan. Such registration statement is expected to be filed soon after the date of this Prospectus and will automatically become effective upon filing. Accordingly, shares registered under such registration statement will be available for sale in the open market, unless such shares are subject to vesting restrictions with the Company or the contractual restrictions described above. See "Management--1994 Stock Option Plan." 40

UNDERWRITING The Company has entered into a Purchase Agreement (the "Purchase Agreement") with the underwriters listed in the table below (the "Underwriters"), for whom Piper Jaffray Inc. and Robertson, Stephens & Company LLC are acting as representatives (the "Representatives"). Subject to the terms and conditions set forth in the Purchase Agreement, the Company has agreed to sell to the Underwriters, and each of the Underwriters has severally agreed to purchase, the number of shares of Common Stock set forth opposite each Underwriter's name in the table below.
NAME - ---Piper Jaffray Inc. ................... Robertson, Stephens & Company LLC ... NUMBER OF SHARES ---------

Total .............................. Subject to the terms and conditions of the Purchase Agreement, the Underwriters have agreed to purchase all of the Common Stock being sold pursuant to the Purchase Agreement, if any is purchased (excluding shares covered by the over-allotment option granted therein). In the event of a default by any Underwriter, the Purchase Agreement provides that, in certain circumstances, purchase commitments of the nondefaulting Underwriters may be increased or the Purchase Agreement may be terminated. The Representatives have advised the Company that the Underwriters propose to offer the Common Stock directly to the public initially at the public offering price set forth on the cover page of this Prospectus and to certain dealers at such price less a concession of not more than $ per share. Additionally, the Underwriters may allow, and such dealers may reallow, a concession not in excess of $ per share to certain other dealers. After the Offering, the public offering price and other selling terms may be changed by the Underwriters. The Underwriters have agreed to reserve a portion of the shares of Common Stock offered hereby for purchase by certain existing shareholders of the Company at the initial public offering price. The maximum number of shares that will be sold in the Offering to such shareholders will not exceed shares. Any shares of Common Stock reserved for this purpose and not purchased by such shareholders will be offered by the Underwriters to the public as described in the preceding paragraph. The Company has granted to the Underwriters an option, exercisable by the Representatives within 30 days after the date of the Purchase Agreement, to purchase up to an additional shares of Common Stock at the same price per share to be paid by the Underwriters for the other shares offered hereby. If the Underwriters purchase any of such additional shares pursuant to this option, each Underwriter will be committed to purchase such additional shares in approximately the same proportion as set forth in the table above. The Underwriters may exercise the option only for the purpose of covering over-allotments, if any, made in connection with the distribution of the Common Stock offered hereby. The Representatives have informed the Company that neither they, nor any member of the National Association of Securities Dealers, Inc. (the "NASD") participating in the distribution of the Offering, will make sales of the Common Stock offered hereby to accounts over which they exercise discretionary authority without the prior specific written approval of the customer. The Offering of the shares of Common Stock is made for delivery when, as and if accepted by the Underwriters and subject to prior sale and to withdrawal, cancellation or modification of the Offering without notice. The Underwriters reserve the right to reject an order for the purchase of shares in whole or in part. 41

The officers and directors of the Company and certain other shareholders designated by the Representatives, which will beneficially own in the aggregate shares of Common Stock after the Offering, have agreed that they will not sell, offer to sell, distribute or otherwise dispose of any shares of Common Stock owned by them prior to the date of the Prospectus for a period of 180 days after the date of this Prospectus, without the prior written consent of Piper Jaffray Inc. The Company has agreed that it will not, without the Representatives' prior written consent, offer, sell, pledge, issue or otherwise dispose of any shares of Common Stock, options or warrants to acquire shares of Common Stock or securities exchangeable for or convertible into shares of Common Stock during the 180-day period following the date of this Prospectus, except that the Company may issue shares upon the exercise of options and warrants granted prior to the date hereof, and may grant additional options under the 1994 Stock Option Plan. Prior to the Offering, there has been no public market for the Common Stock. The initial public offering price for the Common Stock offered hereby has been determined by negotiation among the Company and the Representatives. Among the factors considered in determining the initial public offering price were prevailing market and economic conditions, the Company's revenue and earnings, estimates of the business potential and prospects of the Company, the present state of the Company's business operations, an assessment of the Company's management and the consideration of the above factors in relation to the market valuations of companies in similar businesses. The initial public offering price for the Common Stock should not be considered an indication of the actual value of the Common Stock offered hereby. In addition, there can be no assurance that the Common Stock can be resold at a price equal to or greater than the initial public offering price. See "Risk Factors--Absence of Public Market; Price Volatility." The Company has agreed to indemnify the Underwriters and their controlling persons against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make in respect thereof. LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Ruden, McClosky, Smith, Schuster & Russell, P.A., Fort Lauderdale, Florida. Certain legal matters will be passed upon for the Company by Locke Purnell Rain Harrell (A Professional Corporation), Dallas, Texas. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by King & Spalding, Atlanta, Georgia. Locke Purnell Rain Harrell (A Professional Corporation) and King of Spalding will rely on Ruden, McClosky, Smith, Schuster & Russell, P.A. with respect to certain matters of Florida law. EXPERTS The Financial Statements and schedules of Roadhouse Grill, Inc. as of December 31, 1995 and for the year then ended included herein and elsewhere in the Registration Statement have been audited and reported upon by KPMG Peat Marwick LLP, independent certified public accountants. Certain financial information for the year ended December 31, 1995 in the table under "Selected Financial Data" included herein and in the Registration Statement has been derived from financial statements audited by KPMG Peat Marwick LLP and has been reported upon by KPMG Peat Marwick LLP to the extent set forth in their report. Such Financial Statements, schedules, and seleted financial data have been included herein and in the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The financial statements of Roadhouse Grill, Inc. as of January 1, 1995 and for the year then ended included in this registration statement have been audited and reported upon by Coopers & Lybrand 42

L.L.P., independent certified public accountants. Certain financial information as of and for the year ended January 1, 1995, in the table under "Selected Financial Data" included in this registration statement has been derived from financial statements audited by Coopers & Lybrand L.L.P. and has been reported upon by Coopers & Lybrand L.L.P. to the extent set forth in their report. Such financial statements and selected financial data have been included in this registration statement in reliance upon the report of Coopers & Lybrand L.L.P., given on the authority of that firm as experts in accounting and auditing. The Financial Statements of the Company for and as of the end of Fiscal 1993 appearing in this Prospectus and Registration Statement have been audited by Stark & Bennett, P.A., independent auditors, and the statement of operations data and balance sheet data under the heading "Selected Financial Data" for and as of the end of Fiscal 1993 appearing in this Prospectus and Registration Statement have been derived from the Financial Statements of the Company audited by Stark & Bennett, P.A., as set forth in their report thereon appearing elsewhere herein. Such Financial Statements and statement of operations data and balance sheet data are included herein in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. AVAILABLE INFORMATION The Company has filed a Registration Statement on Form S-1 (the "Registration Statement") under the Securities Act with the Commission in Washington, D.C., with respect to the shares of Common Stock offered hereby. This Prospectus, which is part of the Registration Statement, does not contain all the information set forth in the Registration Statement and the exhibits and schedules thereto, certain portions of which are omitted as permitted by the rules and regulations of the Commission. For further information with respect to the Company and the Common Stock, reference is made to the Registration Statement and exhibits and schedules contained therein, which may be inspected without charge at the principal office of the Commission in Washington, D.C. and copies of all or any part of which may be obtained from the Commission upon payment of the prescribed fees. The summaries contained in this Prospectus concerning information included in the Registration Statement, or in any exhibit or schedule thereto, are qualified in their entirety by reference to such information, exhibit or schedule. As a result of the Offering, the Company will become subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith will file reports and other information with the Commission. Reports, registration statements, proxy statements and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following regional offices of the Commission: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621 and 7 World Trade Center, Suite 1300, New York, New York 10048, upon payment of the charges prescribed therefor by the Commission. The Commission maintains a web site, located at http://www.sec.gov, that contains reports, proxy and information statements regarding registrants that file electronically with the Commission. 43

INDEX TO FINANCIAL STATEMENTS ROADHOUSE GRILL, INC.
PAGE --------Report of Independent Auditors (KPMG Peat Marwick LLP) .............................. F-2 Report of Independent Accountants (Coopers & Lybrand L.L.P.) ........................ Report of Independent Accountants (Stark & Bennett, P.A.) ........................... Balance Sheets at January 1, 1995 and December 31, 1995 and June 30, 1996 (Unaudited) Statements of Operations for the fiscal years ended January 2, 1994, January 1, 1995 and December 31, 1995 and for the Twenty-six Week Period Ended July 2, 1995 and June 30, 1996 (Unaudited) ........... Statements of Changes in Stockholders' Equity for the fiscal years ended January 2, 1994, January 1, 1995, December 31, 1995 and the Twenty-six Week Period Ended June 30, 1996 (Unaudited) ............................ Statements of Cash Flows for the fiscal years ended January 2, 1994, January 1, 1995 and December 31, 1995 and for the Twenty-six Week Period Ended July 2, 1995 and June 30, 1996 (Unaudited) ........... Notes to Financial Statements ....................................................... F-3 F-4 F-5

F-6

F-7

F-8 F-9

F-1

REPORT OF INDEPENDENT AUDITORS The Board of Directors Roadhouse Grill, Inc.: We have audited the accompanying balance sheet of Roadhouse Grill, Inc. as of December 31, 1995 and the related statements of operations, stockholders' equity and cash flows for the fiscal year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Roadhouse Grill, Inc. as of December 31, 1995, and the results of its operations and its cash flows for the fiscal year then ended in conformity with generally accepted accounting principles. In our opinion, the information set forth in the selected financial data for the year ended December 31, 1995, appearing on page 14, is fairly stated, in all material respects, in relation to the financial statements from which it has been derived. The selected financial data for the fiscal years ended January 2, 1994 and January 1, 1995 were derived from financial statements not audited by us and accordingly, we do not express an opinion on such selected financial data. KPMG Peat Marwick LLP June 28, 1996 Miami, Florida F-2

REPORT OF INDEPENDENT ACCOUNTANTS The Board of Directors Roadhouse Grill, Inc. We have audited the accompanying balance sheet of Roadhouse Grill, Inc. as of January 1, 1995, and the related statements of operations, changes in stockholders' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Roadhouse Grill, Inc. as of January 1, 1995, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. In our opinion, the information set forth in the selected financial data as of and for the year ended January 1, 1995, appearing on page 14, is fairly stated, in all material respects, in relation to the financial statements from which it has been derived. Coopers & Lybrand L.L.P. Miami, Florida March 10, 1995 F-3

REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of Roadhouse Grill, Inc. Davie, Florida We have audited the accompanying balance sheet of Roadhouse Grill, Inc. as of January 2, 1994 and the related statements of income (loss) and changes in stockholders' equity (deficiency) for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Roadhouse Grill, Inc. as of January 2, 1994, and the results of its operations for the year then ended in conformity with generally accepted accounting principles. Stark & Bennett, P.A. May 27, 1994 F-4

ROADHOUSE GRILL, INC. BALANCE SHEETS JANUARY 1, 1995 AND DECEMBER 31, 1995 AND JUNE 30, 1996 (UNAUDITED)
JANUARY 1, DECEMBER 31, 1995 1995 -------------- --------------ASSETS Current assets: Cash and cash equivalents ......................................... Accounts receivable ............................................... Due from affiliates ............................................... Inventory ......................................................... Current portion of note receivable ................................ Pre-opening costs, net ............................................ Prepaid expenses .................................................. Total current assets ............................................ Note receivable .................................................... Property and equipment, net ........................................ Intangible assets, net of accumulated amortization of $28,366 and $59,226 at December 31, 1995 and June 30, 1996 (unaudited) respectively ......................................... Other assets ....................................................... Investment in affiliates ........................................... Total assets .................................................... LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable .................................................. Accrued expenses .................................................. Due to related parties ............................................ Current portion of long term debt ................................. Current portion of capitalized lease obligations .................. Total current liabilities ....................................... Long-term debt ..................................................... Capitalized lease obligations ...................................... Total liabilities ............................................... Stockholders' equity: Preferred stock $.01 par value. Authorized 10,000,000 shares; issued and outstanding Series A--3,525,000, 3,525,000, and 3,422,500 shares, respectively ................... Series B--2,350,025, 2,350,025, and 2,333,350 shares, respectively .................................................... Common stock $.01 par value. Authorized 30,000,000 shares; issued and outstanding 9,544,445, 11,761,872 and 14,242,158, respectively .................................................... Additional paid-in capital ........................................ Accumulated deficit ............................................... Total stockholders' equity ...................................... Commitments and contingencies (note 13) ............................ Total liabilities and stockholders' equity ...................... JUNE 30, 1996 -------------(UNAUDITED) 277,325 217,835 194,349 619,327 73,639 875,356 517,425 -------------2,775,256 233,563 44,246,438 859,840 1,385,165 173,297 -------------$49,673,559 ============== $ 2,463,514 3,220,214 3,100,000 797,886 260,553 -------------9,842,167 7,065,531 4,152,997 -------------21,060,695 $

7,734,493 253,694 572,064 104,977 -65,697 155,661 ------------8,886,586 -16,439,238

$

2,805,043 119,826 155,263 405,585 76,407 316,638 241,003 -------------4,119,765 265,128 35,844,784

$

-886,594 64,181 1,024,449 (547,117) 60,510 ------------- -------------$24,842,888 $42,201,230 ============= ============== 599,925 473,648 -403,685 -------------1,477,258 4,454,638 1,271,727 ------------7,203,623 $ 1,831,950 2,299,498 6,615,000 695,078 238,560 -------------11,680,086 6,014,268 4,245,391 -------------21,939,745 $

35,250 23,500

35,250 23,500

34,225 23,333 142,421 35,303,507 (6,890,622) -------------28,612,864 --------------$49,673,559 ==============

95,444 117,618 20,717,368 26,807,318 (3,232,297) (6,722,201) ------------- -------------17,639,265 20,261,485 --------------- -------------$ 24,842,888 $ 42,201,230 ============= ==============

See accompanying notes to financial statements. F-5

ROADHOUSE GRILL, INC. STATEMENTS OF OPERATIONS FOR THE FISCAL YEARS ENDED JANUARY 2, 1994, JANUARY 1, 1995 AND DECEMBER 31, 1995 AND FOR THE 26 WEEKS ENDED JULY 2, 1995 AND JUNE 30, 1996 (UNAUDITED)
FISCAL YEAR ----------------------------------------------1993 -----------Total revenues .......................... Cost of restaurant sales: Food and beverage .................... Labor and benefits ..................... Occupancy and other .................... Total cost of restaurant sales ........ Depreciation and amortization ........... General and administrative .............. Total operating expenses ............. Operating income (loss) ................ Other income (expense): Interest expense, net .................. Equity in net income (loss) of affiliates ........................... Other, net ............................. Total other income (expense) ........ $3,465,663 1,470,957 987,952 1,218,900 -----------3,677,809 47,103 280,418 -----------4,005,330 -----------(539,667) (40,190) (136,035) 2,868 -----------(173,357) $ (713,024) ============ (0.11) ============ 6,495,434 ============= ============= ============= 1994 ------------$11,389,060 1995 --------------$34,275,496 26 WEEKS ENDED -----------------------------JULY 2, JUNE 30, 1995 1996 -----------------------(UNAUDITED) $13,772,593 $27,633,047 4,935,593 4,889,378 3,058,036 ------------12,883,007 555,074 1,140,177 ------------14,578,258 ------------(805,665) (86,126) 198,444 60,892 ------------173,210 ------------$ (632,455) ============= (0.06) ============= 9,848,167 ============= ============= ============= 9,363,962 8,626,993 5,829,113 ------------23,820,068 1,352,594 2,315,692 ------------27,488,354 ------------144,693 (554,818) 112,787 128,917 ------------(313,114) ------------$ (168,421) ============= (0.01) ============= 12,649,105 ============= (0.01) ============= 18,485,496 =============

4,085,246 12,084,134 4,606,156 12,019,723 2,318,014 8,710,597 --------------- --------------11,009,416 32,814,454 414,912 1,662,650 1,913,446 3,327,680 -------------- --------------13,337,774 37,804,784 -------------- --------------(1,948,714) (3,529,288) (179,803) (411,081) 20,325 ------------(570,559) ------------$(2,519,273) ============= (0.37) ============= 6,775,708 ============= ============= ============= (404,009) 284,241 159,152 --------------39,384 -------------$(3,489,904) ============= (0.33) ============= 10,517,554 ============= (0.21) ============= 16,392,579 =============

Net loss ............................. Net loss per common share ............... Weighted average common shares and share equivalents outstanding ............... Pro forma net loss per common share ....

Pro forma weighted average common shares and share equivalents outstanding .....

See accompanying notes to financial statements. F-6

ROADHOUSE GRILL, INC. STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE FISCAL YEARS ENDED JANUARY 2, 1994, JANUARY 1, 1995, DECEMBER 31, 1995 AND THE 26 WEEKS ENDED JUNE 30, 1996 (UNAUDITED)
COMMON STOCK PREFERRED STOCK -------------------------- ---------------------SHARES AMOUNT SHARES AMOUNT ------------- ----------- ------------ ----------$ --$ -500 500 ------------------- ----------- ------------ ---------500 $ 500 -$ --(495) --6,443,945 64,439 --3,100,000 ---------------9,544,445 ------------1,861,872 355,555 ---------------11,761,872 ------------2,361,111 102,500 31,000 -------------$ 95,444 ----------18,618 3,556 -------------$117,618 ----------23,611 1,025 -3,525,000 2,350,025 ------------5,875,025 ---------------------------5,875,025 ------------(102,500) -35,250 23,500 ----------$58,750 -----------------------$58,750 ----------(1,025)

Balance at inception .............. Issuance of common stock ......... Net loss ......................... Balance, January 2, 1994 .......... Change in par value .............. Stock split ...................... Issuance of: Common Stock ................. Preferred stock--Series A ...... Preferred stock--Series B ...... Net loss ......................... Balance January 1, 1995 ........... Issuance of common stock ......... Stock options exercised .......... Stock options outstanding ........ Deferred compensation ............ Net loss ......................... Balance December 31, 1995 ......... Issuance of common stock (unaudited) .................... Conversion of Series A to common stock (unaudited) .............. Conversion of Series B to common stock (unaudited) .............. Deferred compensation (unaudited) Net loss (unaudited) ............. Balance June 30, 1996 (unaudited)

16,675 167 (16,675 (167) --------------------- ----------- ------------ ---------14,242,158 $142,421 5,755,850 $57,558 ============= =========== ============ ==========

(RESTUBBED TABLE CONTINUED FROM ABOVE)
ADDITIONAL PAID-IN ACCUMULATED CAPITAL DEFICIT -------------- --------------$ -$ -100,000 --(713,024) -------------- --------------$ 100,000 $ (713,024) 495 -(64,439) -9,577,500 5,252,250 5,851,562 -------------$20,717,368 ------------6,000,573 49,777 118,800 (79,200) -------------$26,807,318 ------------8,476,389 --19,800 -------------$35,303,507 ============= ---(2,519,273) -------------$(3,232,297) -----------------(3,489,904) -------------$(6,722,201) ----------------(168,421) -------------$(6,890,622) =============

Balance at inception .............. Issuance of common stock ......... Net loss ......................... Balance, January 2, 1994 .......... Change in par value .............. Stock split ...................... Issuance of: Common Stock ................. Preferred stock--Series A ...... Preferred stock--Series B ...... Net loss ......................... Balance January 1, 1995 ........... Issuance of common stock ......... Stock options exercised .......... Stock options outstanding ........ Deferred compensation ............ Net loss ......................... Balance December 31, 1995 ......... Issuance of common stock (unaudited) .................... Conversion of Series A to common stock (unaudited) .............. Conversion of Series B to common stock (unaudited) .............. Deferred compensation (unaudited) Net loss (unaudited) ............. Balance June 30, 1996 (unaudited)

TOTAL -------------$ -100,500 (713,024) -------------$ (612,524) --9,608,500 5,287,500 5,875,062 (2,519,273) ------------$17,639,265 ------------6,019,191 53,333 118,800 (79,200) (3,489,904) ------------$20,261,485 ------------8,500,000 --19,800 (168,421) ----------$28,612,864 ===========

See accompanying notes to financial statements. F-7

ROADHOUSE GRILL, INC. STATEMENTS OF CASH FLOWS FOR THE FISCAL YEARS ENDED JANUARY 2, 1994, JANUARY 1, 1995 AND DECEMBER 31, 95 AND FOR THE 26 WEEKS ENDED JULY 2, 1995 AND JUNE 30, 1996 (UNAUDITED)
JANUARY 2, 1994 ------------Cash flows from operating activities Net loss ....................................... Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization ................ Noncash compensation expense .................... Equity in net income (loss) of affiliate ........ Changes in assets and liabilities, net of acquisitions of businesses: Decrease (increase) in accounts receivable . Decrease (increase) in other assets ............ Increase in prepaid expenses ................... Increase in accounts payable ................... Increase in accrued expenses ................... Increase in inventory .......................... Increase in pre-opening costs .................. Net cash provided by (used in) operating activities ........................ Cash flows from investing activities Advances to affiliates, net .................... Payments for other assets ........................ Proceeds from payments on note receivable ........ Proceeds from sale leaseback transactions ........ Purchases of property and equipment .............. Acquisition of restaurants ....................... Net cash used in investing activities ......... Cash flows from financing activities Increase in cash overdraft ..................... Proceeds from amounts due from related parties .. Repayments of amounts due to related parties .... Proceeds from long-term debt ..................... Repayments of long-term debt ..................... Payments on capital lease obligation ............. Proceeds from issuance of common and preferred stock ................................ Net cash provided by financing activities .... $ (713,024) 47,103 -136,035 --(80,486) 516,228 190,270 (56,361) --------------39,765 -------------(161,000) (71,375) --(1,378,507) --------------(1,610,882) --------------1,591,172 (29,045) ---100,500 ------------1,662,627 ------------91,510 -------------$ 91,510 ============= JANUARY 1, 1995 -----------$ (2,519,273) 414,912 -411,081 (236,079) 7,194 (92,629) 83,697 283,378 (48,777) (65,697) -----------(1,762,193) -----------DECEMBER 31, 1995 ------------$ (3,489,904) 1,662,650 39,600 (284,241) 133,868 (882,068) (85,342) 911,772 1,760,798 (300,608) (250,941) ------------(784,416) ------------JULY 2, June 30, 1995 1996 -----------------------(UNAUDITED) $ (632,455) 555,074 -(198,444) (205,553) (313,744) (160,082) 899,706 5,609 (308,003) (169,892) -----------(527,784) ------------434,723 --469,054 (7,056,636) (3,000,000) ------------(9,152,859) ----------------(129,872) (23,169) 4,000,000 ------------3,846,959 ------------(5,833,684) 7,734,493 ------------$ 1,900,809 ============= 190,009 ============= $ (168,421) 1,352,594 19,800 (112,787) (98,009) (81,869) (276,422) 631,564 186,118 (213,742) (558,718) ------------680,108 ------------(39,086) -34,333 450,000 (8,834,013) -------------(8,388,766) ------------734,599 -(135,660) -(303,929) (114,070) 5,000,000 ------------5,180,940 ------------(2,527,718) 2,805,043 ------------$ 277,325 ============== $ 452,731 ==============

(572,064) 26,031 ---49,235 -1,185,960 (10,112,790) (14,541,042) -(3,000,000) ------------ --------------(10,684,854) (16,279,816) ------------- --------------29,045 (1,591,172) 1,658,078 (664,592) (112,391) 20,771,062 -----------20,090,030 -----------7,642,983 91,510 -----------$ 7,734,493 ============ -6,615,000 --(407,977) (144,765) 6,072,524 --------------12,134,782 --------------(4,929,450) 7,734,493 --------------$ 2,805,043 ============= $ 525,276 =============

Increase (decrease) in cash and cash equivalents . Cash and cash equivalents at beginning of year ... Cash and cash equivalents at end of year .......... Supplementary disclosures: Interest paid ..................................

$ -- $ 343,703 ============= ==============

Noncash investing and financing activities: Capital lease obligations and seller financing mortgage agreeements of $1,271,727 and $4,924,458 respectively were entered into in the year ended January 1, 1995. During the fiscal year ended December 31, 1995 the Company entered into capital leases for property and equipment in the amount of $4,100,000. In addition, the Company entered into mortgage notes payable amounting to approximately $2,000,000 during the fiscal year ended December 31, 1995. The Company assumed $270,000 in debt in connection with the assumption of a lease from a third party. During the 26 week period ended June 30, 1996, $3,500,000 of long-term debt was converted to common stock. The Company entered into capital lease obligations and seller financing mortgage agreements of $44,000 and $1,458,000, respectively, during the period from January 1, 1996 to April 21, 1996. See accompanying notes to financial statements. F-8

ROADHOUSE GRILL, INC. NOTES TO FINANCIAL STATEMENTS JANUARY 2, 1994, JANUARY 1, 1995 AND DECEMBER 31, 1995 AND JUNE 30, 1996 (UNAUDITED) (1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) BUSINESS Roadhouse Grill, Inc. (the "Company") was incorporated under the laws of the state of Florida in 1992. The principal business of the Company is the operation of specialty restaurants located primarily in the state of Florida. The Company has also granted franchises and licenses to operate restaurants under the "Roadhouse Grill" name. At December 31, 1995, there were 18 company-owned restaurants open. There were two restaurants operating under franchise agreements and one restaurant operating under a license agreement. In addition, at December 31, 1995, the Company has a 50 percent interest in Kendall Roadhouse Grill, L.C., a limited liability company that owns the Kendall, Florida Roadhouse Grill restaurant ("Kendall"). The Company manages the operations of the Kendall restaurant pursuant to an operating agreement. Under the operating agreement, the Company receives management fees and is allocated its share of the restaurant's profit and losses. The Company previously had a 50 percent interest in North Miami Roadhouse Grill, L.C., a limited liability company that owned the North Miami Roadhouse Grill restaurant ("North Miami"), under a similar arrangement. The remaining interest was acquired by the Company in the first quarter of 1995. (B) INVESTMENT IN AFFILIATE The Company's 50 percent interest in Kendall is accounted for under the equity method. In addition, the Company's 50 percent interest in North Miami was accounted for under the equity method until the Company acquired a 100% interest in that restaurant, which occurred in the first quarter of 1995. (C) PROPERTY AND EQUIPMENT Property and equipment are carried at cost less accumulated depreciation. The cost of restaurants held under capital leases is recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased property at the inception of the lease. Repairs and maintenance are charged to expense as incurred. Major renewals and betterments which substantially extend the useful life of the property are capitalized and depreciated over the useful life of the asset. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from their respective accounts and any gain or loss is recognized. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Amortization of capitalized lease assets is calculated using the straight-line method over the shorter of the estimated useful life of the leased asset or the lease term. (D) INTANGIBLES Intangibles consist primarily of goodwill recorded as a result of a restaurant acquisition during 1995 (see Note 14) and is being amortized on a straight-line basis over the lease term of the respective restaurant property. The Company evaluates whether changes have occurred that would require F-9

ROADHOUSE GRILL, INC. NOTES TO FINANCIAL STATEMENTS--(CONTINUED) JANUARY 2, 1994, JANUARY 1, 1995 AND DECEMBER 31, 1995 AND JUNE 30, 1996 (UNAUDITED) (1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(Continued) revision of the remaining estimated useful life of the assigned goodwill or rendered goodwill not recoverable. If such circumstances arise, the Company uses undiscounted future cash flows to determine whether the goodwill is recoverable. In 1996, the Company adopted Statement of Financial Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived Assets to Be Disposed Of," (see Note 1m). (E) CASH AND CASH EQUIVALENTS The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. (F) INVENTORY Inventories are valued at the lower of cost (based on first-in, first-out inventory costing) or net realizable value and consist primarily of restaurant food items, beverages and paper supplies. (G) INCOME TAXES Prior to January 1994, the Company had elected to be treated as a S Corporation under the appropriate sections of the Internal Revenue Code and, accordingly, was not subject to federal and state income taxes. Instead, the Company's taxable income or loss and available credits were the responsibility of the Company's shareholders. Effective January 1994, the Company terminated its S Corporation status and consequently, became subject to federal and state income taxes. Upon termination of the Company's S Corporation status, the Company adopted Financial Accounting Standards Board Statement No. 109, "Accounting for Income Taxes," which requires the utilization of the liability method of accounting for deferred income taxes. Under this method, deferred income tax assets and liabilities are recorded based on the difference between the financial statement and tax bases of assets and liabilities using tax rates in effect for the year in which the differences are expected to reverse. (H) PRE-OPENING COSTS Pre-opening costs are costs incurred in the opening of new stores (primarily payroll costs) which are capitalized prior to the opening of a new restaurant and amortized over a one-year period commencing with the first period after the new restaurant opens. Deferred costs related to sites subsequently determined to be unsatisfactory, and general site selection costs which cannot be identified with a specific restaurant, are charged to operations. (I) FISCAL YEAR The Company's fiscal year ends on the Sunday nearest December 31. (J) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and F-10

ROADHOUSE GRILL, INC. NOTES TO FINANCIAL STATEMENTS--(CONTINUED) JANUARY 2, 1994, JANUARY 1, 1995 AND DECEMBER 31, 1995 AND JUNE 30, 1996 (UNAUDITED) (1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(Continued) liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (K) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS The estimated fair value of financial instruments has been determined based on available information and appropriate valuation methodologies. The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of the accounts. The fair value of long-term debt is estimated based on market rates of interest currently available to the Company. The fair value of long-term debt at December 31, 1995 is approximately $6,240,000. The fair value of long-term debt approximates carrying value at January 1, 1995. (L) REVENUE RECOGNITION Total revenues include sales at Company-operated restaurants, royalties received from restaurants operating under franchise and license agreements, and fees earned under management agreements. (M) NEW ACCOUNTING STANDARDS In March 1995, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" (SFAS No. 121), which becomes effective for financial statements for fiscal years beginning after December 15, 1995. The statement establishes accounting standards for the impairment of long-lived assets, certain identifiable intangible assets and goodwill related to those assets to be held and used, and for long-lived assets and certain identifiable intangible assets to be disposed of. The Company has adopted SFAS No. 121 and as of January 1, 1996 and June 30, 1996, there is no material impact to the financial position or results of operations of the Company. In October 1995, the FASB issued Statement of Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation" (SFAS No. 123), which becomes effective for financial statements for fiscal years beginning after December 15, 1995. SFAS No. 123 defines a fair value based method of accounting for an employee stock option or similar equity instrument and encourages all entities to adopt that method of accounting for all of their employee stock compensation plans. However, it also allows an entity to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). The Company is currently accounting for stock-based compensation under APB 25 and has opted to continue accounting for stock-based compensation under this method. (N) NET LOSS PER COMMON SHARE AND PRO FORMA NET LOSS PER COMMON SHARE Net loss per common share for all periods is based on the weighted average number of common shares outstanding plus all common shares, stock options and warrants issued within one year prior to F-11

ROADHOUSE GRILL, INC. NOTES TO FINANCIAL STATEMENTS--(CONTINUED) JANUARY 2, 1994, JANUARY 1, 1995 AND DECEMBER 31, 1995 AND JUNE 30, 1996 (UNAUDITED) (1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(Continued) the estimated effective date of the initial public offering. Common stock equivalents prior to such period are included in the determination of loss per share only where such inclusion is dilutive. Pro forma net loss per common share includes the conversion of all outstanding preferred shares into common shares in connection with the initial public offering (unaudited). (O) RECLASSIFICATIONS Certain prior year balances have been reclassified to conform to the current presentation. (P) UNAUDITED FINANCIAL STATEMENTS The unaudited financial statements for the 26 weeks ended July 2, 1995 and June 30, 1996 include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial information set forth herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for an entire fiscal year. (2) PROPERTY AND EQUIPMENT Property and equipment consist of the following at:
JANUARY 1, 1995 -------------$ 2,926,801 1,392,391 3,997,315 2,885,100 2,617,495 ------------13,819,102 460,498 ------------13,358,604 3,080,634 ------------$16,439,238 ============= DECEMBER 31, 1995 --------------$10,264,366 5,181,900 3,308,069 8,324,125 8,763,326 -------------35,841,786 2,172,857 -------------33,668,929 2,175,855 -------------$35,844,784 ============= JUNE 30, 1996 -------------$10,831,604 7,148,945 2,529,095 9,598,026 9,476,606 -------------39,584,276 3,229,684 -------------36,354,592 7,891,846 -------------$44,246,438 ============== ESTIMATED USEFUL LIVES --------------20 years --3-7 years 7-10 years

Buildings ....................... Land ............................ Land held for future development Furniture and equipment ......... Leasehold improvements .......... Less accumulated depreciation ..

Construction in progress ........

Included in property and equipment are buildings under capital lease of $1,190,605 and $4,621,318 at January 1, 1995 and December 31, 1995, respectively, (see Note 3). The Company capitalized interest cost of approximately $86,400, $273,000 and $114,000 during the periods ended January 1, 1995, December 31, 1995, and June 30, 1996, respectively, with respect to qualifying construction projects. F-12

ROADHOUSE GRILL, INC. NOTES TO FINANCIAL STATEMENTS--(CONTINUED) JANUARY 2, 1994, JANUARY 1, 1995 AND DECEMBER 31, 1995 AND JUNE 30, 1996 (UNAUDITED) (3) CAPITAL LEASES The following is a schedule of future minimum lease payments required under capital leases as of December 31, 1995:
YEAR ENDED DECEMBER 31, ----------------------1996 ......................................... 1997 ......................................... 1998 ......................................... 1999 ......................................... 2000 ......................................... Thereafter ................................... Total minimum lease payments ..................... Less amount representing interest at varying rates ranging from 9.5 percent to 13 percent ......... Less current portion ............................. Present value of minimum obligations .............

741,230 743,737 753,938 758,127 599,339 5,602,467 ----------9,198,838 4,714,887 ----------4,483,951 238,560 ----------$4,245,391 ===========

$

During the fiscal year ended December 31, 1995, the Company entered into several agreements for the sale and leaseback of restaurant equipment for a period of sixty months at four Company stores, which were recorded as capital leases. The equipment was sold at book value of approximately $1,200,000, and as such, no gain or loss resulted from the transaction. (4) OPERATING LEASES The Company leases the majority of its operating restaurant facilities. The lease terms vary from 5 to 10 years and generally provide for renewal options extending the lease term to 20 years. The following is a schedule of future minimum lease payments required under operating leases that have remaining noncancelable lease terms in excess of one year as of December 31, 1995:
1996 ............................. 1997 ............................. 1998 ............................. 1999 ............................. 2000 ............................. Thereafter ....................... Total minimum lease payments .... $ 1,297,657 1,400,294 1,371,115 1,238,745 1,104,552 5,044,804 -----------$ 11,457,167 ============

F-13

ROADHOUSE GRILL, INC. NOTES TO FINANCIAL STATEMENTS--(CONTINUED) JANUARY 2, 1994, JANUARY 1, 1995 AND DECEMBER 31, 1995 AND JUNE 30, 1996 (UNAUDITED) (5) INVESTMENT IN AFFILIATE As discussed in Note 1, the Company had a 50 percent interest in Kendall at January 1, 1995 and December 31, 1995. In addition, the Company had a 50 percent interest in North Miami at January 2, 1994 and January 1, 1995. The Company accounted for these investments under the equity method. Summarized balance sheet and income statement information for these investments is as follows:
JANUARY 1, DECEMBER 31, 1995 1995 ------------- --------------$ 59,635 1,657,445 62,599 -----------1,779,679 -----------1,992,644 334,152 -----------2,326,796 -----------$ (547,117) ============ 117,246 823,273 27,325 -------------967,844 -------------838,160 79,975 -------------918,135 -------------$ 49,709 ============== $ JUNE 30, 1996 ------------317,631 795,942 13,035 ------------1,126,608 ------------641,641 267,226 ------------908,867 ------------$ 217,741 ============= $1,823,512 ------------$ 253,301 ------------$ 225,573 ------------$

SUMMARIZED BALANCE SHEET: Current assets ................... Property and equipment, net ..... Other ............................ Total assets ................... Current liabilities .............. Due to related parties ........... Total liabilities .............. Net assets (liabilities) ......... SUMMARIZED STATEMENT OF OPERATIONS: Revenues ......................... Operating income (loss) .......... Net income (loss) ................

$4,901,572 $3,684,177 ------------ -------------$ (94,264) $ 403,039 ------------ -------------$ (275,046) $ 319,296 ------------ --------------

Under the terms of the operating agreement, profits and losses are allocated 50 percent to each partner and cash distributions are paid 25 percent to the Company and 75 percent to its partner until such time as the partner recovers their investment. Thereafter, the cash distributions are paid 50 percent to each partner. The Company absorbed all of the losses of both affiliates during Fiscal 1994. (6) MAJOR SUPPLIERS For the fiscal year ended December 31, 1995, two suppliers comprised approximately 87 percent of the Company's purchases. Purchases from these suppliers were approximately $11,800,000 for the fiscal year. (7) DUE TO RELATED PARTIES Due to related parties consists principally of $2,500,000 due to a former Chairman of the Board of Directors of the Company and $600,000 due the other 50 percent owner of the Kendall restaurant. The notes bear interest at 8.5 percent and 13 percent, respectively, and the latter requires monthly payments of principal and interest through October 1996. A note payable to Berjaya Group (Cayman) Ltd. ("Berjaya") at December 31, 1995 in the amount of $3,500,000 was converted into common stock in April of 1996. (See Note 9). F-14

ROADHOUSE GRILL, INC. NOTES TO FINANCIAL STATEMENTS--(CONTINUED) JANUARY 2, 1994, JANUARY 1, 1995 AND DECEMBER 31, 1995 AND JUNE 30, 1996 (UNAUDITED) (8) LONG-TERM DEBT The Company acquired several properties through seller financing arrangements. These arrangements are collateralized by the properties and bear interest at rates varying from 7 percent to 9 percent. Monthly principal and interest payments are due through December 2004. Annual maturities on the mortgage notes payable as of December 31, 1995 are as follows:
1996 ................... 1997 ................... 1998 ................... 1999 ................... 2000 ................... Thereafter ............. Less current portion ... $ 695,078 746,179 811,066 886,794 882,573 2,687,656 ---------6,709,346 695,078 ---------$6,014,268 ==========

The carrying amount of assets used as collateral is approximately $9,200,000 and $18,700,000 at January 1, 1995 and December 31, 1995, respectively. (9) CAPITAL STOCK As of January 2, 1994, the Company's capital structure consisted of 1,000 shares of authorized common stock, with a par value of $1.00 of which 500 shares were issued and outstanding. During the fiscal year ended January 1, 1995 the total number of shares of all classes of stock which the Company had authority to issue was amended to 40 million of which 10 million shares are preferred stock having a $0.01 par value per share and 30 million are shares of common stock having a $0.01 par value per share. In 1994, the Company declared a stock split whereby 12,888.88 shares of the Company's common stock were issued for each share of common stock issued and outstanding prior to the declaration. In April 1996, Berjaya converted the $3,500,000 of debt into shares of common stock at $3.60 per share. In addition, Berjaya purchased an additonal $5,000,000 of shares of common stock at $3.60 per share. Preferred stock consists of the following: (A) SERIES A SHARES The Company issued 3,525,000 shares of the Series A Shares at a purchase price of $1.50 per share for the purpose of expansion and working capital. The Series A Shares have a liquidation value of $1.50 per share plus unpaid declared dividends and are convertible, subject to adjustments, into one share of common stock per Series A Share, at the option of the holder. Dividends are payable at $0.105 per F-15

ROADHOUSE GRILL, INC. NOTES TO FINANCIAL STATEMENTS--(CONTINUED) JANUARY 2, 1994, JANUARY 1, 1995 AND DECEMBER 31, 1995 AND JUNE 30, 1996 (UNAUDITED) (9) CAPITAL STOCK--(CONTINUED) share as adjusted, and when and if declared. Such dividends are noncumulative. The holders of the Series A Shares are entitled to one vote for each share held on an as converted basis and as adjusted. Series A Shares are mandatorily convertible into common shares upon an initial public offering of $10,000,000 or greater. (B) SERIES B SHARES The Company issued 2,350,025 of the 2,366,700 authorized Series B Shares at a purchase price of $2.50 per share for the purpose of expansion and working capital. The Series B Shares have a liquidation value of $2.50 per share plus unpaid declared dividends and rank pari passu with the Series A Shares with respect to any liquidation. The Series B Shares are convertible, subject to adjustments, into one share of common stock per Series B Share at the option of the holder. Dividends are payable at $0.175 per share as adjusted, when and if declared. Such dividends are noncumulative. The holders of the Series B Shares are entitled to one vote for each share held on an as converted basis and as adjusted. Series B Shares are mandatorily convertible into common shares upon an initial public offering of $10,000,000 or greater. (10) STOCK OPTION PLANS During the fiscal year ended January 1, 1995, options were issued to the president and chief executive officer to purchase 355,555 shares of the authorized, but unissued shares of common stock at a purchase price of $.15 per share in connection with the founding of the Company. An additional 500,000 options were issued to the Chief Executive Officer at $2.50 per share during the fiscal year ended January 1, 1995. These options are exercisable at any time prior to January 31, 2010. During the fiscal year ending December 31, 1995, certain of these options were exercised whereby 355,555 shares of common stock were purchased at $0.15 per share. A stock option plan was adopted for employees of the Company and members of the board of directors who are not employees, and 250,000 and 650,000 shares of the Company's common stock were reserved for issuance pursuant to such plan at December 31, 1995 and June 30, 1996, respectively. These options are exercisable for a period of ten years after grant. On April 25, 1994, options were issued to a consultant of the Company to purchase 10,000 shares of common stock at a purchase price of $1.50 per share. During the fiscal year ending December 31, 1995, the Company granted options to employees under the stock option plan to purchase 178,000 shares of common stock at $2.50 per share. In addition, the Company granted options to purchase 20,000 shares of common stock to certain directors of the Company at a price of $2.50 per share. In connection with the granting of these options, the Company has recorded $39,600 in compensation expense. In 1996 the Company granted additional options to purchase 355,300 shares of common stock at a price of $3.60 per share. At December 31, 1995 and June 30, 1996, deferred compensation expense amounted to $79,200 and $59,400, respectively, and is included in additional paid-in capital. (11) INCOME TAXES The Company adopted SFAS No. 109, effective January 3, 1994, the date it converted from an S Corporation to a C corporation. The effect of adopting SFAS No. 109 was not significant. F-16

ROADHOUSE GRILL, INC. NOTES TO FINANCIAL STATEMENTS--(CONTINUED) JANUARY 2, 1994, JANUARY 1, 1995 AND DECEMBER 31, 1995 AND JUNE 30, 1996 (UNAUDITED) (11) INCOME TAXES--(CONTINUED) As a result of the Company's net operating losses for fiscal years ended January 1, 1995 and December 31, 1995, there is no income tax payable. The tax effects of the temporary differences comprising deferred tax assets and liabilities are as follows:
JANUARY 1, 1995 ------------$1,002,000 -(969,000) ------------33,000 DECEMBER 31, 1995 ------------$ 2,237,000 44,000 (2,230,000) ------------51,000

Deferred tax assets: Net operating loss carryforward ............................ Stock options .............................................. Less valuation allowance ................................... Deferred tax liabilities: Property and equipment and pre-opening expenses, principally due to differences in depreciation and amortization .............................................

(33,000) ------------$ -=============

(51,000) ------------$ -=============

At January 1, 1995 and December 31, 1995, the Company had no deferred tax assets or liabilities reflected on its financial statements since the net deferred tax assets are completely offset by a valuation allowance. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the level of historical income, scheduled reversal of deferred tax liabilities, and projected future taxable income in making this assessment. At December 31, 1995, the Company has a net operating loss carryforward of $5,945,000 consisting of $2,515,000 and $3,430,000 expiring in varying amounts through 2010 and 2011, respectively. (12) CONCENTRATIONS OF BUSINESS AND CREDIT RISK Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash in bank and investment custodian accounts. At times, the Company maintains cash balances in excess of insured limits. The custodian of the investment account is a major financial institution. Approximately 82 percent of the restaurants currently owned and operated by the Company are located in the state of Florida. Consequently, the operations of the Company are affected by fluctuations in the Florida economy. Furthermore, the Company may be affected by changing conditions within the foodservice industry. F-17

ROADHOUSE GRILL, INC. NOTES TO FINANCIAL STATEMENTS--(CONTINUED) JANUARY 2, 1994, JANUARY 1, 1995 AND DECEMBER 31, 1995 AND JUNE 30, 1996 (UNAUDITED) (13) COMMITMENTS AND CONTINGENCIES The Company is a party to legal proceedings arising in the ordinary course of business, many of which are covered by insurance. In the opinion of management, disposition of these matters will not materially affect the Company's financial condition. At June 30, 1996, the Company had 13 restaurants under development. The estimated cost to complete these restaurants and other capital projects in process was approximately $10,600,000 at June 30, 1996. (14) ACQUISITIONS At January 1, 1995, the Company was a 50 percent owner in North Miami Roadhouse Grill, L.C. ("NMRG"), which owned the North Miami, Florida Roadhouse Grill restaurant. In January 1995, the Company acquired the remaining 50 percent interest in NMRG for $800,000. The purchase price was allocated principally to inventory and property and equipment based on the fair value of the assets acquired at the time of acquisition. In connection with the acquisition, the Company also assumed certain liabilities in the amount of $385,000. During March 1995, the Company acquired two Roadhouse Grill restaurants from a franchisee for $2.2 million. The purchase price of the restaurants was allocated to property and equipment based on the estimated fair value of the assets at the date of acquisition. Approximately $1,555,000 was allocated to property and equipment as a result of the acquisition. The acquisition generated goodwill of approximately $645,000. In August 1996, the Company entered into an agreement to purchase the remaining 50 percent interest in the Kendall Roadhouse Grill, L.C. from the joint venture partner for a purchase price of $2,300,000. If an initial public offering is not completed by the Company by December 31, 1996, either party may terminate the agreement without any further rights or obligations. F-18

[INSIDE BACK COVER] Appendix "B" contains a description of the artwork on inside back cover and the inside back fold-out.

APPENDIX "B" INSIDE BACK COVER The inside back cover contains: 1. A map indicating the location of the Company-owned restaurants and whether they are existing or under construction. 2. A letter from Cowboy Jim, the Company's spokesperson, that reads: HOWDY FOLKS! My name is COWBOY JIM and I'm gonna tell you a little story 'bout how the south was won...Won over to the finest steaks, chicken, burgers, ribs and seafood ever served up in these here parts. Of course, the Roadhouse Grill didn't just spring up overnight...it took a lot of good friendly hardworking folks to make up the "house" we call home. "Southern hospitality with a smile, there's just no substitute!" That's what my grandaddy used to say. So, here at the Roadhouse Grill that's exactly what we believe and if you don't see it, hear it, and feel it, then jump up and say so! 'Cause we pride ourselves on being different. Some of our neighbors near and far have tried to move in on our territory, but we both know there's nothing like coming home and there's nobody like the "original" Roadhouse Grill. A lot of folks think we're pretty special round here and you know what? We are 'cause you make us that way! So hitch up your family and head down the trail (just follow the peanut shells) 'cause we're settlin' in all over Florida...and the east coast too! The Roadhouse Grill...it's an old fashioned steak house and good time saloon. It's a simple saying with delicious tastes. Built for steaks, good food and friendly folks! Enjoy your stay with us and we hope to see you again real soon!
/s/ Cowboy Jim --------------

3. A quarter page photograph of the outside of the Winter Park, Florida Roadhouse Grill restaurant with the caption "Winter Park, Florida". INSIDE BACK FOLD-OUT The inside back fold-out contains a two-page copy of the menu for the Roadhouse Grill restaurants.

No dealer, sales representative or other person has been authorized to give any information or make any representation not contained in this Prospectus in connection with the offer made by this Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company or the Underwriters. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to the date of this Prospectus. TABLE OF CONTENTS PAGE
Prospectus Summary ................. Risk Factors ....................... Use of Proceeds .................... Dividend Policy .................... Capitalization ..................... Dilution ........................... Selected Financial Data ............ Management's Discussion and Analysis of Financial Condition and Results of Operations .............. Business ........................... Management ......................... Certain Transactions ............... Principal Shareholders ............. Description of Capital Stock ....... Shares Eligible for Future Sale .... Underwriting ....................... Legal Matters ...................... Experts ............................ Available Information .............. Index to Financial Statements ...... 3 6 11 11 12 13 14 15 22 31 36 36 37 38 41 42 42 43 F-1

UNTIL , 1996 (25 DAYS AFTER THE DATE OF THE PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK OFFERED HEREBY, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. SHARES COMMON STOCK PROSPECTUS PIPER JAFFRAY INC. ROBERTSON, STEPHENS & COMPANY , 1996

PART II ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table indicates the expenses expected to be incurred in connection with the Offering described in this Registration Statement, all of which will be paid by the Company:
SEC Registration Fee ...................... NASD Filing Fee ........................... Nasdaq National Market Listing Fee ....... Transfer Agent and Registrar Fees ........ Blue Sky Fees (including counsel fees) ... Accountants' Services and Expenses ....... Legal Services ............................ Related Legal Services .................... Printing and Engraving Fees ............... Directors' and Officers' Insurance Premium Miscellaneous ............................. TOTAL ................................... $11,897 3,950 * * * * * * * * * ---------$ ==========

* To be filed by amendment. ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 607.0850 of the Florida Business Corporation Act permits, and, in certain cases, requires, a corporation to indemnify certain persons, including officers and directors and former officers and directors, and to purchase insurance with respect to liability arising out of their capacity or status as officers and directors. Such law provides further that the indemnification permitted thereunder will not be deemed exclusive of any other rights to which officers and directors may be entitled under the corporation's articles of incorporation, bylaws, any agreement or otherwise. In addition, Section 607.0831 of the Florida Business Corporation Act presently limits the personal liability of a director for monetary damages, except where the director (i) breaches his or her fiduciary duties and (ii) such breach constitutes or includes certain unlawful distributions or certain other reckless, wanton or willful acts or misconduct. Paragraph 10 of the Company's Articles of Incorporation and Article IX of the Company's Bylaws provide that the Company, to the fullest extent permitted by the Florida Business Corporation Act, shall indemnify any person made, or threatened to be made, a party to any action or suit because he or she was or is a director or officer of the Company or was serving at the request of the Company as a director or officer of another corporation. Paragraph 10 of the Company's Articles of Incorporation and Article IX of the Company's Bylaws, which will be filed as Exhibits and , respectively, to this Registration Statement, will be incorporated herein by reference. The Company intends to maintain liability insurance for the benefit of its directors and officers. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES. The following information relates to all securities issued or sold by the Company within the past three years and not registered under the Securities Act: 1. Pursuant to a Series A Convertible Preferred Stock Purchase Agreement dated February 10, 1994, issued 2,000,000 shares of Series A Convertible Preferred Stock for $1.50 per share on February 10, 1994 and 1,000,000 shares of Series A Convertible Preferred Stock for $1.50 per share on March 21, 1994 to the persons identified below, with aggregate proceeds to the Company of $4,500,000. These shares will be converted into an aggregate of shares of Common Stock upon completion of the Offering. II-1

NAME - ---Grace Ventures Partnership, III, L.P. (now named Cupertino Ventures Partnership, III, L.P.) ............................................. J. P. Bolduc ........................................ J. Peter Grace, Jr. ................................. D. W. Robbins, Jr. .................................. Christian F. Horn ................................... Banque Scandinava en Suisse ......................... Berjaya Group (Cayman) Limited ......................

NUMBER OF SHARES(1) ------------800,000 50,000 50,000 50,000 50,000 1,000,000 1,000,000

(1) All shareholders other than Berjaya Group (Cayman) Limited acquired shares on February 10, 1994. Berjaya Group (Cayman) Limited acquired its shares on March 21, 1994. 2. Pursuant to the exercise of warrants issued under the Series A Convertible Preferred Stock Purchase Agreement dated February 10, 1994, issued 498,750 shares of Series A Convertible Preferred Stock for $1.50 per share on June 6, 1994 and 26,250 shares of Series A Convertible Preferred Stock for $1.50 per share on June 7, 1994 to the persons identified below, with aggregate proceeds to the Company of $787,500. These shares will be
converted into an aggregate of completion of the Offering. shares of Common Stock upon NUMBER OF SHARES(1) ----------420,000 26,250 26,250 26,250 26,250

NAME - ---Grace Ventures Partnership, III, L.P. (now named Cupertino Ventures Partnership, III, L.P.) ............................................. Christian F. Horn ................................... David Walter Robbins, Jr., Trustee under Declaration of Trust dated October 31, 1991 . J. Peter Grace, Jr. ................................. J. P. Bolduc ........................................

(1) All shareholders other than J. P. Bolduc acquired shares on June 6, 1994. Mr. Bolduc acquired his shares on June 7, 1994. 3. Pursuant to a Series B Convertible Preferred Stock Purchase Agreement dated June 8, 1994, issued 1,300,000 shares of Series B Convertible Preferred Stock for $2.50 per share on June 6, 1994 and 1,000,000 shares of Series B Convertible Preferred Stock for $2.50 per share on September 26, 1994 to the persons identified below, with aggregate proceeds to the Company of $5,750,000. These shares will be converted into an aggregate of shares of Common Stock upon completion of the Offering.
NAME - ----Grace Ventures Partnership, III, L.P.(1) (now named Cupertino Ventures Partnership, III, L.P.) ............................................. Berjaya Group (Cayman) Limited(1) ................... Arab Multinational Investment Co.(2) ................ Societe Financiere Privee(2) ........................ - -------------(1) Acquired shares on June 6, 1994. NUMBER OF SHARES ---------------300,000 1,000,000 400,000 600,000

(2) Acquired shares on September 26, 1994. 4. Issued 50,025 shares of Series B Convertible Preferred Stock for $2.50 per share on November 2, 1994 to the persons identified below, with aggregate proceeds to the Company of $125,062.50. These shares will be converted into an aggregate of shares of Common Stock upon completion of the Offering. II-2

NAME - ----J. P. Bolduc ..................................... J. Peter Grace, Jr. .............................. David Walter Robbins, Jr., Trustee under Declaration of Trust dated October 31, 1991 ...........................................

NUMBER OF SHARES ---------------16,675 16,675 16,675

5. Pursuant to a Stock Purchase Agreement dated September 26, 1994, issued 3,100,000 shares of Common Stock for $3.10 per share on November 28, 1994 to Berjaya Group (Cayman) Limited, with aggregate proceeds to the Company of $9,610,000. 6. Pursuant to a Stock Purchase Agreement dated May 26, 1995, issued 1,250,000 shares of Common Stock for $3.20 per share on such date to the persons identified below, with aggregate proceeds to the Company of $4,000,000.
NAME - ----Grace Ventures Partnership, III, L.P. (now named Cupertino Ventures Partnership, III, L.P.) .............................................. Berjaya Group (Cayman) Limited ....................... Arab Multinational Investment Co. .................... NUMBER OF SHARES ---------------156,250 1,083,750 10,000

7. Pursuant to the exercise of a stock option, issued 355,555 shares of Common Stock for $.15 per share on July 5, 1995 to J. David Toole, III, the Company's President and Chief Executive Officer, with aggregate proceeds to the Company of $53,333.25. 8. Purusant to a stock purchase agreement entered into October 25, 1995, issued 606,060 shares of Common Stock for $3.30 per share on such date to Berjaya Group (Cayman) Limited, with aggregate proceeds to the Company of $1,999,998. 9. Issued 5,811 shares of Common Stock for $3.30 per share on November 30, 1995 to J. P. Bolduc, with aggregate proceeds to the Company of $20,919.60. 10. Pursuant to a stock purchase agreement entered into January 15, 1996, issued an aggregate of 2,361,111 shares of Common Stock for $3.60 per share to Berjaya Group (Cayman) Limited, with aggregate proceeds to the Company of $8,500,000. Of such shares, 972,222 shares were issued on January 16, 1996, 555,555 shares were issued on April 15, 1996, and 833,334 shares were issued on May 16, 1996. All of the shares of capital stock described above were issued without registration under the Securities Act pursuant to the exemption from registration afforded by Section 4(2) of the Securities Act or the rules and regulations promulgated thereunder. II-3

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits ITEM 27. EXHIBITS.
EXHIBIT NUMBER - ------* 1.1 3.1 3.2 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 * 5.1 10.1 10.2 10.3 10.4 10.5 10.6 DESCRIPTION OF EXHIBITS ----------------------Form of Purchase Agreement. Articles of Incorporation of the Company. Bylaws of the Company. Specimen of Certificate of Common Stock of the Company. Relevant Portions of the Articles of Incorporation of the Company (reference is hereby made to Exhibit 3.1 above). Relevant Portions of the Bylaws of the Company (reference is hereby made to Exhibit 3.2 above). Relevant Portions of the Series A Convertible Preferred Stock Purchase Agreement dated as of February 10, 1994 between the Company and the several purchasers named in Schedule I (reference is hereby made to Exhibit 10.15 below). Relevant Portions of the Series B Convertible Preferred Stock Purchase Agreement dated as of June 8, 1994 between the Company and the several purchasers named in Schedule I (reference is hereby made to Exhibit 10.17 below). Relevant Portions of the Stock Purchase Agreement dated as of September 26, 1994 between the Company and Berjaya (reference is hereby made to Exhibit 10.18 below). Relevant Portions of the 1994 Registration Rights Agreement, dated February 10, 1994 (reference is hereby made to Exhibit 10.19 below). Relevant Portions of the Amendment to 1994 Registration Rights Agreement, dated June 8, 1994 (reference is hereby made to Exhibit 10.20 below). Relevant Portions of the Amendment to 1994 Registration Rights Agreement, dated July 26, 1996 (reference is hereby made to Exhibit 10.21 below). Relevant Portions of the Stock Option Agreement, dated February 10, 1994 (reference is hereby made to Exhibit 10.22 below). Relevant Portions of the Berjaya Registration Rights Agreement, dated November __, 1994 (reference is hereby made to Exhibit 10.23 below). Relevant Portions of the Investment Agreement, dated July 30, 1996 between Berjaya and John Y. Brown (reference is hereby made to Exhibit 10.25 below). Relevant Portions of the Investment Agreement, dated January 15, 1996, between Berjaya and the Company (reference is hereby made to Exhibit 10.26 below). Opinion of Locke Purnell Rain Harrell (A Professional Corporation). Employment Agreement by and between the Company and John David Toole III, dated October 1, 1994. Form of the Company's Development Agreement. Form of the Company's Franchise Agreement. 1994 Stock Option Plan, as amended by the Company's Board of Directors. Form of the Company's Stock Option Agreement. Sub-Lease Agreement, dated July 31, 1995, between Equitable Real Estate Investment, Inc., Compass Management and Leasing, Inc. and the Company, for property located at 6600 N. Andrews Ave., Ste. 160, Ft. Lauderdale, Florida 33309.

II-4

EXHIBIT NUMBER - ------10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 10.22 10.23 10.24 10.25 10.26 10.27 10.28 10.29 10.30 10.31 10.32 *21.1

DESCRIPTION OF EXHIBITS ----------------------Assignment and Assumption Agreement, dated March 15, 1995, between Roadhouse Waterway, Inc. and Roadhouse Grill Commercial, Inc., for property located in Fort Lauderdale, Florida (lease of restaurant premises). Lease Agreement, dated April 26, 1994, between Piccadilly Cafeterias, Inc. and the Company for property located in Winter Park, Florida (lease of restaurant premises). Ground Lease, dated May 25, 1995, between Bruno, Inc. and the Company, for property located in Sandy Springs, Georgia (lease of restaurant premises). Lease, dated April 17, 1995, between Captec Net Lease Realty, Inc. and New York Roasters, for property located in Cheektowaga, New York (lease of restaurant premises, assumed by the Company). Operating Agreement, dated April 28, 1994, of Kendall Roadhouse Grill, L.C. Management Agreement, dated November 8, 1994, between Boca Roadhouse, Inc. and the Company. Promissory Note, dated January 15, 1996, made by the Company in favor of John Y. Brown. Promissory Note, dated September 27, 1995, made by the Company in favor of Hal Dickson. Series A Convertible Preferred Stock Purchase Agreement, dated as of February 10, 1994, between the Company and the several purchasers named in Schedule I. Initial Stockholders Agreement, dated February 10, 1994, among the Company, the several purchasers of the Series A Preferred Shares, and the initial shareholders of the Company. Series B Convertible Preferred Stock Purchase Agreement, dated as of June 8, 1994, between the Company and the several purchasers named in Schedule I. Stock Purchase Agreement, dated as of September 26, 1994, between the Company and Berjaya. 1994 Registration Rights Agreement, dated February 10, 1994. Amendment to 1994 Registration Rights Agreement, dated June 8, 1994. Amendment to 1994 Registration Rights Agreement, dated July 26, 1996. Stock Option Agreement, dated February 10, 1994, between the Company and J. David Toole III. Berjaya Registration Rights Agreement, dated November , 1994. Consulting Agreement, dated August , 1992, between Americana Entertainment Group, Inc. and David Toole, as amended on October 7, 1992. Investment Agreement, dated July 30, 1996, between Berjaya and John Y. Brown. Investment Agreement, dated January 15, 1996, between Berjaya and the Company. Assignment and Assumption Agreement, dated February 10, 1994, by and between John Y. Brown, Jr. and the Company. Purchase and Sale Agreement, dated August 30, 1996, between Roadwear, Inc. and the Company, relating to the Kendall restaurant. Warrant, dated August 16, 1996, between the Company and Berjaya. Promissory note, dated August 16, 1996, made by the Company in favor of Berjaya. Master Development Agreement, dated January 5, 1996, between the Company and Roadhouse Grill Asia. Lease Transfer and Assumption Agreement for equipment used in New York Roadhouse Grill restaurant, dated March 29, 1995, assumed by the Company. List of subsidiaries of the Company.

II-5

EXHIBIT NUMBER - --------23.1 23.2 23.3 *23.4 24.1 27.1 99.1

DESCRIPTION OF EXHIBITS ----------------------Consent of KPMG Peat Marwick LLP. Consent of Coopers & Lybrand L.L.P. Consent of Stark & Bennett, P.A. Consent of Locke Purnell Rain Harrell (A Professional Corporation) (reference is hereby made to Exhibit 5.1). Powers of Attorney (included on signature pages). Financial Data Schedule Statement of Stark & Bennett, P.A.

* To be filed by amendment. (b) Financial Statement Schedules. [None] All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted because they are not required under the related instructions, are not applicable or the information has been provided in the Financial Statements or the notes thereto. ITEM 17. UNDERTAKINGS. The undersigned Company hereby undertakes to provide the representative of the Underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by any director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The Company hereby undertakes that: (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of Prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of Prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-6

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on this 26th day of September, 1996. ROADHOUSE GRILL, INC.
By: /s/ John D. Toole, III John David Toole, III President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John David Toole, III and Dennis Jones, and each of them, such individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such individual and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any registration statement related to the offering contemplated by this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURES ---------/s/ John D. Toole, III John David Toole, III /s/ Dennis Jones Dennis Jones /s/ Dr. Christian F. Horn Dr. Christian F. Horn /s/ K.P. Tan TITLE ----President, Chief Executive Officer and Director (Principal Executive Officer) Chief Financial Officer, (Principal Financial Officer and Principal Accounting Officer) Director Director DATE ---September 26, 1996 September 26, 1996

August 15, 1996 September 26, 1996

K.P. Tan II-7

ROADHOUSE GRILL, INC. SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
BALANCE AT BEGINNING OF PERIOD ----------CHARGED TO COSTS AND EXPENSES ---------$29,015 BALANCE AT END OF PERIOD --------$ --

DESCRIPTION - ----------ALLOWANCE FOR DOUBTFUL ACCOUNTS

WRITE-OFFS ---------(29,015)

S-1

Exhibit 3.1 ARTICLES OF INCORPORATION OF ROADHOUSE GRILL, INC. The undersigned, acting as an incorporator of a corporation under the Florida Business Corporation Act, adopts the following Articles of Incorporation: 1. The name of the corporation is Roadhouse Grill, Inc.("Corporation"). 2. The mailing address and principal office address of the Corporation is 600 Corporate Drive, Suite 100, Ft. Lauderdale, Florida 33334. 3. The period of its duration is perpetual, unless sooner dissolved. 4. The date and time of the commencement of the corporate existence shall be the time of filing of Articles of Incorporation by the Department of State. 5. The general purpose or purposes for which the Corporation is organized are to engage in the transaction of any or all lawful business for which corporations may be incorporated under the provisions of the Florida Business Corporation Act. 6. The aggregate number of shares which the Corporation shall have authority to issue is one thousand (1,000) shares, par value One Dollar ($1.00) per share. All such shares are of one class, and are designated as common shares. 7. The street address of the initial registered office of the Corporation is 600 Corporate Drive, Suite 100, Ft. Lauderdale, Florida 33334, and the name of its initial registered agent at such address is Charles D. Barnett. 8. Thee affairs and business of the Corporation are to be conducted (a) by a Board of Directors of such number as the shareholders may select at each annual meeting of shareholders; (b) by a President, who shall be elected by the Board of Directors at such time and in such manner as the Board of Directors may select; and (c) by such other officers, assistant officers and agents as the Board of Directors may authorize the President of the Corporation to appoint. The first Board of Directors consisting of one director, who shall serve until the first annual meeting of shareholders or until his successor(s) is elected and qualifies, is as follows: John Y. Brown, Jr. 600 Corporate Drive Suite 100 Ft. Lauderdale, Florida 33334 9. The name and address of the incorporator is:

John Y. Brown, Jr. 600 Corporate Drive Suite 100 Ft. Lauderdale, Florida 33334 DATED October 13, 1992, at Fort Lauderdale, Florida.
/s/ JOHN Y. BROWN, JR. -------------------------------JOHN Y. BROWN, JR. STATE OF FLORIDA COUNTY OF BROWARD ss. ss. ss.

The foregoing instrument was acknowledged before me this 13th October, 1992, by John Y. Brown, Jr., for Roadhouse Grill, Inc., and who is person known to me and did not take an oath.
/s/ CHARLOTTE A. STOCKEMER -------------------------------Notary Public, State of Florida My Commission Expires:

NOTARY SEAL- FLORIDA CHARLOTTE A. STOCKEMER MY COMMISSION # CC 191383 EXPIRES: April 6, 1996 Bonded thru Notary Public Underwriters CHARLES D. BARNETT, having been designated to act as Registered Agent, hereby agrees to act in this capacity.
/s/ CHARLES D. BARNETT -------------------------------CHARLES D. BARNETT

ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF ROADHOUSE GRILL, INC. The undersigned, J. David Toole, III, President of Roadhouse Grill, Inc., a Florida corporation (the "Corporation"), desiring to amend the Articles of Incorporation of the Corporation pursuant to the Florida Business Corporation Act, states as follows: A. The name of the Corporation is Roadhouse Grill, Inc. B. Paragraph 6 of the Articles of Incorporation of the Corporation is hereby amended to read in its entirety as follows: 6. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 35,000,000, of which 5,000,000 shall be preferred stock, (hereinafter called the "Preferred Stock"), having a $.01 par value per share, and 30,000,000 shares shall be common stock (hereinafter called the "Common Stock"), having $.01 par value per share. The Preferred Stock may be issued from time to time in series, with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the issuance of such Preferred Stock, adopted by the Board of Directors pursuant to the authority granted in these Articles. C. Pursuant to the provisions of Section 607.0602 of the Florida Business Corporation Act, the Articles of Incorporation of the Corporation are hereby amended to provide for the designation of 3,525,000 shares of the Company's preferred stock as the Series A Convertible Preferred Stock, having the rights and preferences set forth in the attached "Terms of the Series A Convertible Preferred Stock" attached hereto as Exhibit "A." D. The Articles of Incorporation of the Corporation are further amended by adding the following new paragraph 10. 10. The Corporation shall indemnify, or advance expenses to, to the fullest extent authorized or permitted by the Florida Business Corporation Act, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he (i) is or was a director of the Corporation; (ii) is or was serving at the request of the Corporation as a director of another corporation; (iii) is or was an officer of the Corporation, provided that lie is or was at the time a director of the Corporation; or (iv) is or was serving at the request of the Corporation as an officer of another corporation, provided that he is or was at the time a director of the Corporation or a director of such other corporation, serving at the request of

the Corporation. Unless otherwise expressly prohibited by the Florida General Corporation Act, and except as otherwise provided in the foregoing sentence, the Board of Directors of the Corporation shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he is or was an officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. No person falling within the purview of the foregoing sentence may apply for indemnification or advancement of expenses to any court of competent jurisdiction. References to the Florida Business Corporation Act in this paragraph 10 are to that law as from time to time amended. No amendment to the Corporation's Articles shall affect any right of any person under this paragraph 10 based on any event, omission or proceeding prior to such amendment. E. This Amendment to the Articles of Incorporation of the Corporation was approved by unanimous consent of the Board of Directors on February 9, 1994. F. This Amendment was approved by 96 % of the shareholders entitled to vote at a meeting of the shareholders held on February 9, 1994. 96% was sufficient. DATED: February 9, 1994. ROADHOUSE GRILL, INC.
By: /s/ J. DAVID TOOLE III ------------------------------Name: J. DAVID TOOLE III Title: PRESIDENT

EXHIBIT "A" TERMS OF SERIES A CONVERTIBLE PREFERRED STOCK (To be Included in Charter Document of Roadhouse Grill, Inc.) The designations, voting powers, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions of the above classes of the Series A Convertible Preferred Stock are as follows: 1. VOTING. A. GENERAL. Except as may be otherwise provided in these terms of the Series A Convertible Preferred Stock or by law, the Series A Convertible Preferred Stock shall vote together with all other classes and series of stock of the Corporation having general voting rights as a single class on all actions to be taken by the stockholders of the Corporation. Each share of Series A Convertible Preferred Stock shall entitle the holder thereof to such number of votes per share on each such action as shall equal the number of shares of Common Stock (including fractions of a share) into which each share of Series A Convertible Preferred Stock is then convertible. B. MATTERS REQUIRING CLASS VOTE. In the event that any shares of Series A Convertible Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the holders of if least two-thirds of the shares of Series A Convertible Stock given in writing or by vote at a meeting, consenting or voting (as the case may be) as a single class: (i) create or authorize the creation of any additional class or series of shares of stock unless the same ranks junior to the Series A Convertible Preferred Stock as to the payment of dividends and the distribution of assets on the liquidation, dissolution or winding up of the Corporation, or increase the authorized amount of the Series A Convertible Preferred Stock, or increase the authorized amount of any additional class or series of shares of stock unless the same ranks junior to the Series A Convertible Preferred Stock as to the payment of dividends and the distribution of assets on the liquidation, dissolution or winding up of the Corporation, or create or authorize any obligation or security convertible into shares of Series A Convertible Preferred Stock or into shares of any other class or series of stock unless the same ranks junior to the Series A Convertible Preferred Stock as to the payment of dividends and the distribution of assets on the liquidation, dissolution or winding up of the Corporation, whether any such creation, authorization or increase shall be by means of amendment to the Charter or by merger, consolidation or otherwise; (ii) amend, alter or repeal, whether by merger, consolidation or otherwise, the Charter of the Corporation; provided, however, that the Charter may be amended to provide for an increase in the authorized preferred stock of the Corporation or

the creation and issuance of any other capital stock of the Corporation ranking junior in all respects to the Series A Convertible Preferred Stock; (iii) merge, consolidate, enter into a share exchange or engage in any other transaction in which the Corporation is not the surviving entity or in which effective control of the Corporation has been transferred to another entity; provided however, that this paragraph shall not apply so long as John Y. Brown, Jr. is a member of the Board of Directors, in which case paragraph 1C shall apply; (iv) engage in any transaction that would be considered a "deemed dividend" transaction under Section 305 of the Code; (v) consent to any liquidation, dissolution, winding up of the Corporation or the sale or transfer of all or substantially all of its assets; (vi) amend, alter or repeal the Corporation's By-Laws; (vii) purchase or set aside any sums for the purchase of, or pay any dividend or make any distribution on, any shares of stock other than the Series A Convertible Preferred Stock; or C. MERGER, ETC. In the event that any shares of Series A Convertible Preferred Stock are outstanding and John Y. Brown, Jr. is a member of the Board of Directors, the Corporation may nor merge, consolidate, enter into a share exchange or engage in any other transaction in which the Corporation is not the surviving entity or in which effective control of the Corporation has been transferred to another entity if all of the holders of more than 500,000 shares the Series A Convertible Preferred Stock then outstanding have voted against such transaction. D. BOARD SIZE. The Corporation shall not, without the written consent or affirmative vote of the holders of a majority of the then outstanding shares of Series A Convertible Preferred Stock given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, increase (whether by amendment of the Charter or By-Laws or otherwise) the maximum number of directors constituting the Board of Directors to a number in excess of five (5). E. BOARD SEATS. The holders of the Series A Convertible Preferred Stock, voting as a separate class, shall be entitled to elect one (1) director of the Corporation. The holders of the Common Stock and the Series A Convertible Preferred Stock, voting together as a single class, shall be entitled to elect the other directors of the Corporation. In the event John Y. Brown, Jr. ceases to be a member of the Board of Directors, the holders of the Series A Convertible Preferred Stock shall, for a period of three (3) years beginning on the date on which John Y. Brown, Jr. ceases to be a member, 2

elect a majority of the members of the Board of Directors; provided however, that the election of a majority of the members of the Board of Directors shall in no way affect the rights and obligations under the employment agreement with the Chief Executive Officer or the Chief Executive Officer's right to be a member of the Board of Directors. At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Series A Convertible Preferred Stock then outstanding shall constitute a quorum of the Series A Convertible Preferred Stock for the election of directors to be elected solely by the holders of the Series A Convertible Preferred Stock. At a meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Series A Convertible Preferred Stock then outstanding and a majority of the shares of Common Stock then outstanding shall constitute a quorum of the Series A Convertible Preferred Stock and the Common Stock for the election of directors to be elected jointly by the holders of the Series A Convertible Preferred Stock and the Common Stock. A vacancy in any directorship elected solely by the holders of the Series A Convertible Preferred Stock shall be filled only by vote or written consent of the holders of the Series A Convertible Preferred Stock; and a vacancy in the directorship elected jointly by the holders of the Series A Convertible Preferred Stock and the Common Stock shall be filled only by vote or written consent of the Series A Convertible Preferred Stock and the Common Stock, as provided above. 2. DIVIDENDS. The holders of the Series A Convertible Preferred Stock shall be entitled to receive, out of funds legally available therefor, when, as and if declared by the Board of Directors, quarterly dividends at the rate per annum of $.105 per share of Series A Convertible Preferred Stock as adjusted for stock splits, stock dividends, recapitalizations, reclassifications and similar events which affect the number of outstanding shares of Series A Convertible Preferred Stock (together referred to herein as "Recapitalization Events"). Dividends on the Series A Convertible Preferred Stock shall not be cumulative. 3. LIQUIDATION. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the holders of the shares of Series A Convertible Preferred Stock shall be entitled, before any distribution or payment is made upon any stock ranking on liquidation junior to the Series A Convertible Preferred Stock, to be paid an amount equal to $1.50 per share (appropriately adjusted for Recapitalization Events) plus, in the case of each share, an amount equal to all dividends, if any, declared but unpaid thereon, computed to the date payment thereof is made available, such amount payable with respect to one share of Series A Convertible Preferred Stock being sometimes referred to as the "Series A Liquidation Payment" and with respect to all shares of Series A Convertible Preferred Stock being sometimes 3

referred to as the "Series A Liquidation Payments." If any assets of the Corporation remain after the Series A Liquidation Payments, the Series A Convertible Preferred Stock shall be deemed to have been converted into Common Stock so that the holders of shares of Series A Convertible Preferred Stock will be entitled to their pro rata share (on an as converted basis) of such net assets with the shares of Common Stock. If, however upon such Liquidation, the assets to be distributed among the holders of Series A Convertible Preferred Stock shall be insufficient to permit payment to the holders of Series A Convertible Preferred Stock of the amount distributable as aforesaid, then the entire assets of the Corporation to be so distributed shall be distributed ratably among the holders of Series A Convertible Preferred Stock. Written notice of such Liquidation, stating a payment date, the amount of any payments to be made to the holders of the Series A Convertible Preferred Stock and the place where said payments shall be payable, shall be given by mail, postage prepaid, or by facsimile to non-U.S. residents, not less than twenty (20) days prior to the payment date stated therein, to the holders of record of Series A Convertible Preferred Stock, such notice to be addressed to each such holder at its address as shown by the records of the Corporation. The consolidation or merger of the Corporation into or with any other entity or entities which results in the holders of the Corporation's outstanding Common Stock or other voting securities of the Corporation holding less than fifty percent (50%) of the combined voting power of the entity or entities surviving such transaction, or the sale or transfer by the Corporation of all or substantially all of its assets, shall be deemed to be a Liquidation, within the meaning of the provisions of this Paragraph 3. For purposes hereof, the Common Stock and any other capital stock of the Corporation shall rank on Liquidation junior to the Series A Convertible Preferred Stock. Notwithstanding anything to the contrary contained in this Section 3, unless the holders of the Series A Convertible Preferred Stock shall otherwise notify the Corporation, no such holder shall be deemed to have elected to convert its shares of Series A Convertible Preferred Stock into Common Stock or redeemed its shares of Series A Convertible Preferred Stock, as the case may be as a result of a Liquidation and no such conversion or redemption shall be effective, unless and until the Liquidation referred to in the notice given to holders of record of Series A Convertible Preferred Stock pursuant to Section 3 hereof shall have been consummated. 4. CONVERSIONS. The holders of shares of Series A Convertible Preferred Stock shall have the following conversion rights ("Conversion Rights'): A. RIGHT TO CONVERT. Subject to the terms and conditions of this Paragraph 4, the holder of any share or shares of Series A Convertible Preferred Stock shall have the right, at its option at any time, to convert any such shares of Convertible Preferred Stock (except that upon any Liquidation of the Corporation the right of conversion shall terminate at the close of business on the business day fixed for payment of the amount distributable on the Series A Convertible Preferred Stock) into such number of fully paid and nonassessable shares of Common Stock as is obtained by: (i) multiplying 4

the number of shares of Series A Convertible Preferred Stock so to be converted by $1.50 in the case of the Series A Convertible Preferred Stock, and (ii) dividing the result by the conversion price of $1.50 in the case of the Series A Convertible Preferred Stock or, in case an adjustment of such price has taken place pursuant to the further provisions of this Paragraph 4, then by the conversion price as last adjusted and in effect at the date any share or shares of Series A Convertible Preferred Stock are surrendered for conversion (such prices, or such price as last adjusted, being referred to individually as a "Conversion Price" and collectively as the "Conversion Prices"). Such rights of conversion shall be exercised by the holder thereof by giving written notice that the holder elects to convert a stated number of shares of Series A Convertible Preferred Stock into Common Stock and by surrender of a certificate or certificates for the shares so to be converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of the Series A Convertible Preferred Stock) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with address and social security or taxpayer identification number) in which the certificate or certificates for shares of Common Stock shall be issued. B. ISSUANCE OF CERTIFICATES: TIME CONVERSION EFFECTED. Promptly after the receipt of the written notice referred to in sub-paragraph 4A and surrender of the certificate or certificates for the share or shares of Series A Convertible Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Series A Convertible Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Price shall be determined as of the close of business on the date on Which such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as, aforesaid, and at such time the rights of the holder of such share or shares of Series A Convertible Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of COMMON Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby. C. FRACTIONAL SHARES; DIVIDENDS; PARTIAL CONVERSION. No fractional shares shall be issued upon conversion of Series A Convertible Preferred Stock into Common Stock and the aggregate number of shares of Common Stock to be issued to a holder shall be rounded to the nearest whole shares. At the time of each conversion, the Corporation shall pay in cash an amount equal to all dividends, if any, declared and unpaid on the shares of Series A Convertible Preferred Stock surrendered for conversion to the date upon which such conversion is deemed to take, place as provided in sub-paragraph 4B. In case the number of shares of Series A Convertible Preferred Stock represented by the certificate or certificates surrendered pursuant to sub-paragraph 4A exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder, at the expense of the Corporation, a new certificates or certificates for 5

the number of shares of Series A Convertible Preferred Stock represented by the certificate or certificates surrendered which are not to be converted. If any fractional share of Common Stock would, except for the provisions of the first sentence of this sub-paragraph 4C, be delivered upon such conversion, the Corporation, in lieu of delivering such fractional share, shall pay to the holder surrendering the Series A Convertible Preferred Stock for conversion an amount in cash equal to the current market price of such fractional share as determined in good faith by the Board of Directors of the Corporation. D. ADJUSTMENT OF PRICE UPON ISSUANCE OF COMMON STOCK. Except as provided in sub-paragraph 4E, if and whenever the Corporation shall issue or sell, or is, in accordance with sub-paragraphs 41)(i) through 41)(vii), deemed to have issued or sold, any shares of Common Stock for a consideration per share less than the applicable Conversion Price for the Series A Convertible Preferred Stock immediately prior to the time of such issue or sale (such issuance or sale shall be referred to as a "Dilutive Issuance"), then, forthwith upon the Dilutive Issuance, such Conversion Price shall be adjusted by multiplying such Conversion Price by the fraction: X+Y X + Z where: X = the number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock at the Conversion Price in effect immediately before the Dilutive Issuance; Y = the number of shares of Common Stock which the aggregate consideration received by the Corporation in the Dilutive Issuance would purchase at the Conversion Price in effect immediately before the Dilutive Issuance; and Z = the number of shares of Common Stock issued or deemed issued in the Dilutive Issuance. For purposes of this sub-paragraph 4D, the following sub-paragraphs 4D(i) through 4D(vii) shall also be applicable: (i) ISSUANCE OF RIGHTS OR OPTIONS. In case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called "Options" and such convertible or exchangeable stock or securities being called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the effective price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or 6

exchange of such Convertible Securities (determined by dividing (1) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (2) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the applicable Conversion Price for the Series A Convertible Preferred Stock immediately prior to the time of the granting of such Options or Convertible Securities, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such effective price per share as of the date of granting of such Options or the issuance of such Convertible Securities. Except as otherwise provided in sub-paragraph 41)(iii), no adjustment of any Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. (ii) ISSUANCE OF CONVERTIBLE SECURITIES. In case the Corporation shall in any manner issue (whether directly or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the effective price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (1) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (2) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the applicable Conversion Price for the Series A Convertible Preferred Stock immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such effective price per share as of the date of the issue or sale of such Convertible Securities, provided that (1) except as otherwise provided in sub-paragraph 41)(iii), no adjustment of any Conversion Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities, and (2) if any such issue or sale of such Convertible Securities is made upon exercise of any Options to purchase any such Convertible Securities for which adjustments of any Conversion Price have been or are to be made pursuant to other provisions of this subparagraph 4D, no further adjustment of such Conversion Price shall be made by reason of such issue or sale. (iii) CHANGE IN OPTION PRICE OR CONVERSION RATE. Upon the happening of any of the following events, namely, if the purchase price provided for in any 7

Option referred to in sub-paragraph 4D(i) or 4D(ii) shalt change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the applicable Conversion Price for any series of Convertible Preferred Stock at the time of such event shall forthwith be readjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment the Conversion Price then in effect hereunder is thereby reduced; and on the expiration of any such Option or the termination of any such right to convert or exchange such Convertible Securities, the Conversion Price then in effect hereunder shall forthwith be increased to the Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued. (iv) STOCK DIVIDEND. In case the Corporation shall declare a dividend or make any other distribution upon any stock of the Corporation other than on the Series A Preferred Shares payable in Common Stock, Options or Convertible Securities, any Common Stock, Options or Convertible Securities, as the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold at a consideration equal to $.01 per share. (v) CONSIDERATION FOR STOCK. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Corporation. (vi) RECORD DATE. In case the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them (1) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities, or (2) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the 8

making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be. (vii) TREASURY SHARES. The disposition of any shares of Common Stock owned or held by or for the account of the Corporation shall be considered an issue or sale of Common Stock for the purpose of this sub-paragraph 4D. E. CERTAIN ISSUES OF COMMON STOCK EXCEPTED. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of any Conversion Price in the case of the grant of options or other rights to acquire Common Stock and the issuance of Common Stock upon exercise of such options or rights pursuant to the Corporation's Stock Option Plan for employees and directors who are not employees of the Corporation in connection with their service as directors or their employment by the Corporation, but not exceeding in the aggregate 200,000 shares of Common Stock, the exercise of the Stock Option granted to J. David Toole, III for 355,555 shares of Common Stock, the issuance of shares of Series A Convertible Preferred Stock upon the exercise of certain warrants issued pursuant to the Series A Convertible Preferred Stock Purchase Agreement to be entered into on or about February 10, 1994 between the Corporation and the Purchasers listed in Schedule I thereto, or the conversion of any Series A Convertible Preferred Stock into Common Stock. F. SUBDIVISION OR COMBINATION OF COMMON STOCK. In case the Corporation shall at any time subdivide (by any stock split, stock dividend or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect for the Series A Convertible Preferred Stock immediately prior to such subdivision shall be proportionately reduced and, conversely, in case the outstanding shares of Common Stock shall be combined into a smaller number of shares, the Conversion Price in effect for any series of Convertible Preferred Stock immediately prior to such combination shall be proportionately increased. G. REORGANIZATION OR RECLASSIFICATION. If any capital reorganization or reclassification of the capital stock of the Corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provisions shall be made whereby each holder of a share or shares of Series A Convertible Preferred Stock shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Series A Convertible Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore receivable upon such conversion had such reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including without limitation provisions for adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as may be, in relation 9

to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights. H. NOTICE OF ADJUSTMENT. Upon any adjustment of any Conversion Price, then and in each such case the Corporation shall give written notice thereof, by first class mail, postage prepaid, or by facsimile to non-U.S. residents, addressed to each holder of shares of Series A Convertible Preferred Stock at the address of such holder as shown on the books of the Corporation, which notice shall state the Conversion Price resulting from such adjustment, setting forth in reasonable detail the method upon which such calculation is based. I. OTHER NOTICES. In case at any time: (i) the Corporation shall declare any dividend upon its Common Stock payable in cash or stock or make any other distribution to the holders of its Common Stock; (ii) the Corporation shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization or reclassification of the capital stock of the Corporation, or a consolidation or merger of the Corporation with or into, or a sale of all or substantially all of its assets to, another entity or entities; or (iv) there shall be a Liquidation of the Corporation; then, in any one or more of said cases, the Corporation shall give, by first class mail, postage prepaid, or by facsimile for non-U.S. residents addressed to each holder of any shares of Series A Convertible Preferred Stock at the address of such holder as shown on the books of the Corporation (1) at least twenty (20) days prior written notice of the date on which the books of the Corporation shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale or Liquidation, and (2) in the case of any such reorganization, reclassification, consolidation, merger, sale or Liquidation, at least twenty (20) days prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (1) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (2) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or Liquidation, as the case maybe. J. STOCK TO BE RESERVED. The Corporation will, at all times, reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the conversion of Series A Convertible Preferred Stock as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of all 10

outstanding shares of Series A Convertible Preferred Stock and securities convertible into Series A Convertible Preferred Stock (and the subsequent conversion of such Series A Convertible Preferred Stock). The Corporation covenants that all shares of Common Stock which shall be so issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and to charges with respect to the issue thereof and, without limiting the generality of the foregoing, the Corporation covenants that it will from time to time take all such action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than any Conversion Price in effect at the time for the Series A Convertible Preferred Stock. The Corporation will take all such action as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange upon which the Common Stock may be listed. The Corporation will not take any action which results in any adjustment of any Conversion Price if the total number of shares of Common Stock issued and issuable after such action upon conversion of the Series A Convertible Preferred Stock would exceed the total number of shares of Common Stock then authorized by the Charter of the Corporation. K. NO REISSUANCE OF CONVERTIBLE PREFERRED STOCK. Shares of Series A Convertible Preferred Stock which are converted into shares of Common Stock as provided herein shall not be reissued. L. ISSUE TAX. The issuance of certificates for shares of Common Stock upon conversion of the Series A Convertible Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock which is being converted. M. CLOSING OF BOOKS. The Corporation will at no time close its transfer books against the transfer of any Series A Convertible Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Convertible Preferred Stock in any manner which interferes with the timely conversion of such Series A Convertible Preferred Stock, except as may otherwise be required to comply with applicable securities laws. N. DEFINITION OF COMMON STOCK. As used in this paragraph 4, the term "Common Stock" shall mean and include the Corporation's authorized Common Stock, par value $.01 per share, as constituted on the date of filing of these Terms of the Series A Convertible Preferred Stock, and shall also include any capital stock of any class of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage of par value in respect of the rights of the holders thereof to participate in dividends or in the distribution of assets upon the Liquidation of the Corporation; provided that the shares of Common Stock receivable upon conversion of shares of Series A Convertible Preferred Stock shall include only shares designated as Common Stock of the Corporation on the date of filing of this instrument, or in case of any reorganization or reclassification of the 11

outstanding shares thereof, the stock, securities or assets provided for in sub-paragraph 4G. O. MANDATORY CONVERSION. If at any time the Corporation shall effect a firm commitment underwritten public offering of shares of Common Stock in which the aggregate price paid for such shares by the public shall be at least $10,000,000, then effective upon the closing of the sale of such shares by the Corporation pursuant to such public offering, all outstanding shares of Series A Convertible Preferred Stock shall automatically convert to shares of Common Stock based on the Conversion Price in effect at the time of such closing. The Corporation shall give each holder of the Series A Convertible Preferred Stock at least twenty (20) days written notice prior to such public offering. 5. AMENDMENTS. No provision of these terms of the Series A Convertible Preferred Stock may be amended, modified or waived without the written consent or affirmative vote of the holders of at least two-thirds of the then outstanding shares of Series A Convertible Preferred Stock voting separately as a series. 6. RIGHT OF FIRST REFUSAL. A. The Corporation shall, prior to (or as soon thereafter as is reasonably practical) any issuance by the Corporation of any of its securities (other than debt securities with no equity feature), offer to each holder of Series A Convertible Preferred Stock continuing to hold at least fifty percent (50%) of the shares of Series A Convertible Preferred Stock purchased by such stockholder (the "Eligible Purchaser") by written notice the right, for a period of thirty (30) days, to purchase a pro rata amount (based on the percentage ownership of the Common Stock of the Corporation assuming the conversion of the Series A Convertible Preferred Stock) of such securities on the same terms and conditions for which such securities are to be issued (unless the Eligible Purchaser is unable to meet such terms and conditions, in which case the Eligible Purchaser shall purchase such securities for cash at an amount equal to the price or other consideration for which such securities are to be issued); provided, however, that the first refusal rights of the Eligible Purchasers pursuant to this Section 6A shall not apply to securities issued (1) upon the exercise of the Warrants, (2) upon conversion of any of the Series A Convertible Preferred Stock, (3) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (4) pursuant to the Corporation's Option Plan, (5) solely in consideration for the acquisition (whether by merger or otherwise) by the Corporation or any of its subsidiaries of all or substantially all of the stock or assets of any other entity, and (6) pursuant to a firm commitment underwritten public offering. The Corporation's written notice to the Eligible Purchasers shall describe the securities proposed to be issued by the Corporation and specify the number, price and payment terms. Each Eligible Purchaser may accept the Corporation's offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the 12

Corporation prior to the expiration of the aforesaid thirty (30) day period, in which event the Corporation shall promptly sell and such Eligible Purchaser shall buy, upon the terms specified, the number of securities agreed to be purchased by such Eligible Purchaser. B. The Corporation shall be free at any time prior to one hundred twenty (120) days after the date of its notice of offer pursuant to this section 6 to offer and sell to any third party or parties the number of such securities not agreed by the Eligible Purchasers, as the case may be, to be purchased by them, at a price and on payment terms no less favorable to the Corporation than those specified in such notice of offer. However, if such third party sale or sales are not consummated within such one hundred twenty (120) day period, the Corporation shall not sell such securities as shall not have been purchased within such period without again complying with this Section 6. C. In case the Corporation issues any of its securities at a price per share (or at a price per share of Common Stock assuming their full conversion into Common Stock, if applicable) less than the price per share paid by each Eligible Purchaser hereunder, each Eligible Purchaser shall have aright of over-allotment such that if any Eligible Purchaser fails to exercise such Eligible Purchaser's right hereunder to purchase such Eligible Purchaser's full proportionate share of the securities proposed to be issued (the "Incomplete Purchasers"), the Purchasers purchasing their full respective proportionate share of such . securities (the "Complete Purchasers") may purchase the portion of such securities which has not been purchased by the Incomplete Purchasers as hereinafter provided. The Complete Purchasers shall have ten (10) days from the date notice is given by the Corporation to the Complete Purchasers that such Incomplete Purchasers have rejected or failed to accept their right to purchase their proportionate share of securities, to agree to purchase up to such Complete Purchaser's proportionate share of such securities not purchased by the Incomplete Purchasers. Notwithstanding anything in Section 6B to the contrary, as used in this Section 6C with respect to the Complete Purchasers only, each Complete Purchaser's "proportionate share" shall be calculated by excluding from the denominator of the fraction the total number of shares of Common Stock of any Incomplete Purchaser and the total number of shares of Common Stock into which the shares of such Incomplete Purchaser's Preferred Stock or other convertible securities, if any, are convertible. 13

ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF ROADHOUSE GRILL, INC. The undersigned, Charles D. Barnett, of Roadhouse Grill, Inc., a Florida corporation (the "Corporation"), desiring to amend the Articles of Incorporation of the Corporation pursuant to the Florida Business Corporation Act, states as follows: 1. The name of the Corporation is Roadhouse Grill, Inc. 2. Paragraph 6 of the Articles of Incorporation of the Corporation is hereby amended to read in its entirety as follows: 6. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 40,000,000, of which 10,000,000 shall be preferred stock (hereinafter called the "Preferred Stock"), having a $.01 par value per share, and 30,000,000 shares shall be common stock (hereinafter called the "Common Stock"), having $.01 par value per share. The Preferred Stock may be issued from time to time in series, with such designations, preferences conversion rights, cumulative, relative, participating, optional or other rights qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the issuance of such Preferred Stock, adopted by the Board of Directors pursuant to the authority granted in these Articles. 3. Pursuant to the provisions of Section 607.0602 of the Florida Business Corporation Act, the Articles of Incorporation of the Corporation are hereby amended to provide for the designation of 2,366,700 shares of the Company's Preferred Stock as the Series B Convertible Preferred Stock. The rights and preferences of the Series A Convertible Preferred Stock is hereby amended and restated in its entirety and the rights and preferences of the Series B Convertible Preferred Stock is as set forth in the attached "Terms of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock" attached hereto as Exhibit "A." 4. This Amendment to the Articles of Incorporation of the Corporation was approved by unanimous consent of the Board of Directors on May 23, 1994.

5. This Amendment was approved by 95% of the shareholders entitled to vote at a meeting of the shareholders held on June 3, 1994, such number being sufficient to approve this Amendment. DATED: June 6, 1994. ROADHOUSE GRILL, INC.
By: /s/ CHARLES D. BARNETT Title: Secretary

2

EXHIBIT "A" TERMS OF SERIES A CONVERTIBLE PREFERRED STOCK AND SERIES B CONVERTIBLE PREFERRED STOCK (To be Included in Charter Document of Roadhouse Grill, Inc.) There shall be initially two series of Preferred Stock consisting of 3,525,000 shares of Series A Convertible Preferred Stock, $.01 par value ("Series A Preferred Stock") and 2,366,700 shares of Series B Convertible Preferred Stock, $.01 par value ("Series B Preferred Stock"). The Series A Preferred Stock and the Series B Preferred Stock are herein sometimes referred to, collectively, as the "Preferred Stock". Except as expressly set forth herein, the Series A Preferred Stock and the Series B Preferred Stock shall be identical in all respects. 1. VOTING. A. GENERAL. Except as may be otherwise provided herein or by law, the Preferred Stock shall vote together with all other classes and series of stock of the Corporation having general voting rights as a single class on all actions to be taken by the stockholders of the Corporation. Each share of Preferred Stock shall entitle the holder thereof to such number of votes per share on each such action as shall equal the number of shares of Common Stock (including fractions of a share) into which each share of Preferred Stock is then convertible. B. MATTERS REQUIRING CLASS VOTE. I. SERIES A PREFERRED STOCK. In the event that any shares of Series A Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the holders of at least two-thirds of the shares of Series A Preferred Stock given in writing or by vote at a meeting, consenting or voting (as the case may be) as a single class: (i) create or authorize the creation of any additional class or series of shares of stock unless the same ranks junior to the Series A Preferred Stock as to the payment of dividends and the distribution of assets on the liquidation, dissolution or winding up of the Corporation, or increase the authorized amount of the Series A Preferred Stock, or increase the authorized amount of any additional class or series of shares of stock unless the same ranks junior to the Series A Preferred Stock as to the payment of dividends and the distribution of assets on the liquidation, dissolution or winding up of the Corporation, or create or authorize any obligation or security convertible into shares of Series A Preferred Stock or into shares of any other class or series of stock unless the same ranks junior to the Series A Preferred Stock as to the payment of dividends and the distribution of assets on the liquidation, dissolution or winding up of the Corporation, whether any such creation, authorization or increase shall be by means of amendment to the Charter or by merger, consolidation or otherwise. II. SERIES B PREFERRED STOCK. In the event that any shares of Series B Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the holders of at least two-thirds of the shares of Series B Preferred Stock given in writing or by vote at a meeting, consenting or voting (as the case may be) as a single class: (i) create or authorize the creation of any additional class or series of shares of stock unless the same ranks junior to the Series B Preferred Stock as to the payment of dividends and the distribution of assets on the liquidation, dissolution or winding up of the Corporation, or increase the authorized amount of the Series B Preferred Stock, or increase the

authorized amount of any additional class or series of shares of stock unless the same ranks junior to the Series B Preferred Stock as to the payment of dividends and the distribution of assets on the liquidation, dissolution or winding up of the Corporation, or create or authorize any obligation or security convertible into shares of Series B Preferred Stock or into shares of any other class or series of stock unless the same ranks junior to the Series B Preferred Stock as to the payment of dividends and the distribution of assets on the liquidation, dissolution or winding up of the Corporation, whether any such creation, authorization or increase shall be by means of amendment to the Charter or by merger, consolidation or otherwise; III. PREFERRED STOCK. In the event that any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the holders of at least a majority of the shares of Preferred Stock then outstanding given in writing or by vote at a meeting, consenting or voting (as the case may be) as a single class: (i) amend, alter or repeal, whether by merger, consolidation or otherwise, the Charter of the Corporation; provided, however, that the Charter may be amended to provide for an increase in the authorized preferred stock of the Corporation or the creation and issuance of any other capital stock of the Corporation ranking junior in all respects to the Preferred Stock; (ii) merge, consolidate, enter into a share exchange or engage in any other transaction in which the Corporation is not the surviving entity or in which effective control of the Corporation has been transferred to another entity; provided however, that this paragraph shall not apply so long as John Y. Brown, Jr. is a member of the Board of Directors, in which case paragraph 1C shall apply; (iii) engage in any transaction that would be considered a "deemed dividend" transaction under Section 305 of the Code; (iv) consent to any liquidation, dissolution, winding up of the Corporation or the sale or transfer of all or substantially all of its assets; (v) amend, alter or repeal the Corporation's By-Laws; (vi) purchase or set aside any sums for the purchase of, or pay any dividend or make any distribution on, any shares of stock other than the Preferred Stock; or (vii) redeem or otherwise acquire any shares of Preferred Stock. C. MERGER, ETC. In the event that any shares of Preferred Stock are outstanding and John Y. Brown, Jr. is a member of the Board of Directors, the Corporation may not merge, consolidate, enter into a share exchange or engage in any other transaction in which the Corporation is not the surviving entity or in which effective control of the Corporation has been transferred to another entity if all of the holders of Series A Preferred Stock, each of whom owns more than 500,000 shares of the Series A Preferred Stock then outstanding or if all of the holders of Series B Preferred Stock, each of whom owns more than 250,000 shares of the Series B Preferred Stock then outstanding have voted against such transaction. D. BOARD SIZE. The Corporation shall not, without the written consent or affirmative vote of the holders of a majority of the then outstanding shares of Preferred Stock given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, increase (whether by amendment of the Charter or By-Laws or otherwise) the maximum number of directors constituting the Board of Directors to a number in excess of five (5).

E. BOARD SEATS. The holders of the Series A Preferred Stock, voting as a separate class, shall be entitled to elect one (1) director of the Corporation. The holders of the Common Stock and the Preferred Stock, voting together as a single class, shall be entitled to elect the other directors of the Corporation. In the event John Y. Brown, Jr. ceases to be a member of the Board of Directors, the holders of the Series A Preferred Stock shall, for a period of three (3) years beginning on the date on which John Y. Brown, Jr. ceases to be a member, elect a majority of the members of the Board of Directors; provided however, that the election of a majority of the members of the Board of Directors shall in no way affect the rights and obligations under the employment agreement with the Chief Executive Officer or the Chief Executive Officer's right to be a member of the Board of Directors. At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Series A Preferred Stock then outstanding shall constitute a quorum of the Preferred Stock for the election of directors to be elected solely by the holders of the Series A Preferred Stock. At a meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of a majority of the shares of Preferred Stock then outstanding and a majority of the shares of Common Stock then outstanding shall constitute a quorum of the Preferred Stock and the Common Stock for the election of directors to be elected jointly by the holders of the Preferred Stock and the Common Stock. A vacancy in any directorship elected solely by the holders of the Preferred Stock shall be filled only by vote or written consent of the holders of the Preferred Stock; and a vacancy in the directorship elected jointly by the holders of the Preferred Stock and the Common Stock shall be filled only by vote or written consent of the Preferred Stock and the Common Stock, as provided above. 2. DIVIDENDS. The holders of the then outstanding Preferred Stock shall be entitled to receive, out of funds legally available therefor, when, as and if declared by the Board of Directors, quarterly dividends at the rate per annum of $.105 per share of Series A Preferred Stock (the "Series A Preferred Dividend") and $.175 per share of Series B Preferred Stock (the "Series B Preferred Dividend"), as adjusted for stock splits, stock dividends, recapitalizations, reclassifications and similar events which affect the number of outstanding shares of Preferred Stock (together referred to herein as "Recapitalization Events"). Dividends on the Preferred Stock shall not be cumulative. 3. LIQUIDATION. A. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the holders of the shares of Series A Preferred Stock shall be entitled, before any distribution or payment is made upon any stock ranking on liquidation junior to the Series A Preferred Stock, to be paid an amount equal to $1.50 per share (appropriately adjusted for Recapitalization Events) plus, in the case of each share, an amount equal to all dividends, if any, declared but unpaid thereon, computed to the date payment thereof is made available, such amount payable with respect to one share of Series A Preferred Stock being sometimes referred to as the "Series A Liquidation Payment" and with respect to all shares of Series A Preferred Stock being sometimes referred to as the "Series A Liquidation Payments." B. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the holders of the shares of Series B Preferred Stock shall be entitled, before any distribution or payment is made upon any stock ranking on liquidation junior to the Series B Preferred Stock, to be paid an amount equal to $2.50 per share (appropriately adjusted for Recapitalization Events) plus, in the case of each share, an amount equal to all dividends,

if any, declared but unpaid thereon, computed to the date payment thereof is made available, such amount payable with respect to one share of Series B Preferred Stock being sometimes referred to as the "Series A Liquidation Payment" and with respect to all shares of Series B Preferred Stock being sometimes referred to as the "Series A Liquidation Payments." C. The Series A Preferred Stock and the Series B Preferred Stock shall rank pari passu with each other with respect to any Liquidation. If any assets of the Corporation remain after the Series A Liquidation Payments and the Series B Liquidation Payments, the Preferred Stock shall be deemed to have been converted into Common Stock so that the holders of shares of Preferred Stock will be entitled to their pro rata share (on an as converted basis) of such net assets with the shares of Common Stock. If, however, upon such Liquidation, the assets to be distributed among the holders of Preferred Stock shall be insufficient to permit payment to such holders of the full Series A Liquidation Payments and Series B Liquidation Payments, then the entire assets of the Corporation to be distributed shall be distributed as follows: (i) ratably among the holders of Preferred Stock in proportion to $1.50 per share of Series A Preferred Stock and $2.50 per share of Series B Preferred Stock; and (ii) after payment in full to the holders of record of the shares of Preferred Stock in proportion to the remaining unpaid Series A Liquidation Payments and the remaining unpaid Series B Liquidation Payments. Written notice of such Liquidation, stating a payment date, the amount of any payments to be made to the holders of the Preferred Stock and the place where said payments shall be payable, shall be given by mail, postage prepaid, or by facsimile to non-U.S. residents, not less than twenty (20) days prior to the payment date stated therein, to the holders of record of Preferred Stock, such notice to be addressed to each such holder at its address as shown by the records of the Corporation. The consolidation or merger of the Corporation into or with any other entity or entities which results in the holders of the Corporation's outstanding Common Stock or other voting securities of the Corporation holding less than fifty percent (50%) of the combined voting power of the entity or entities surviving such transaction, or the sale or transfer by the Corporation of all or substantially all of its assets, shall be deemed to be a Liquidation, within the meaning of the provisions of this Paragraph 3. For purposes hereof, the Common Stock and any other capital stock of the Corporation shall rank on Liquidation junior to the Preferred Stock. Notwithstanding anything to the contrary contained in this Section 3, unless the holders of the Preferred Stock shall otherwise notify the Corporation, no such holder shall be deemed to have elected to convert its shares of Preferred Stock into Common Stock or redeemed its shares of Preferred Stock, as the case may be, as a result of a Liquidation, and no such conversion or redemption shall be effective, unless and until the Liquidation referred to in the notice given to holders of record of Preferred Stock pursuant to Section 3 hereof shall have been consummated. 4. CONVERSIONS. The holders of shares of Preferred Stock shall have the following conversion rights ("Conversion Rights"): A. RIGHT TO CONVERT. Subject to the terms and conditions of this Paragraph 4, the holder of any share or shares of Preferred Stock shall have the right, at its option at any time, to convert any such shares of Preferred Stock (except that upon any Liquidation of the Corporation the right of conversion shall terminate at the close of business on the business day fixed for payment of the amount distributable on the Preferred Stock) into Common Stock. The number of shares of Common Stock into which one share of Preferred Stock will be converted will be equal to $1.50 in the case of the Series A Preferred Stock, and $2.50 in the case of the Series B Preferred Stock (the "Original Purchase Price") divided by the Conversion Price (as hereinafter defined) then in effect for each Series of Preferred Stock, such conversion ratio being referred to as the "Conversion Rate". The initial Conversion Price for the Preferred Stock will be the Original Purchase Price and will be

subject to adjustment as provided herein. Such rights of conversion shall be exercised by the holder thereof by giving written notice that the holder elects to convert a stated number of shares of Preferred Stock into Common Stock and by surrender of a certificate or certificates for the shares so to be converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of the Preferred Stock) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with address and social security or taxpayer identification number) in which the certificate or certificates for shares of Common Stock shall be issued. B. ISSUANCE OF CERTIFICATES; TIME CONVERSION EFFECTED. Promptly after the receipt of the written notice referred to in sub-paragraph 4A and surrender of the certificate or certificates for the share or shares of Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Price shall be determined as of the close of business on the date on which such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby. C. FRACTIONAL SHARES; DIVIDENDS; PARTIAL CONVERSION. No fractional shares shall be issued upon conversion of the Preferred Stock into Common Stock and the aggregate number of shares of Common Stock to be issued to a holder shall be rounded to the nearest whole shares. At the time of each conversion, the Corporation shall pay in cash an amount equal to all dividends, if any, declared and unpaid on the shares of the Preferred Stock surrendered for conversion to the date upon which such conversion is deemed to take place as provided in sub-paragraph 4B. In case the number of shares of Preferred Stock represented by the certificate or certificates surrendered pursuant to sub-paragraph 4A exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder, at the expense of the Corporation, a new certificate or certificates for the number of shares of Preferred Stock represented by the certificate or certificates surrendered which are not to be converted. If any fractional share of Common Stock would, except for the provisions of the first sentence of this sub-paragraph 4C, be delivered upon such conversion, the Corporation, in lieu of delivering such fractional share, shall pay to the holder surrendering the Preferred Stock for conversion an amount in cash equal to the current market price of such fractional share as determined in good faith by the Board of Directors of the Corporation. D. ADJUSTMENT OF PRICE UPON ISSUANCE OF COMMON STOCK. Except as provided in sub-paragraph 4E, if and whenever the Corporation shall issue or sell, or is, in accordance with sub-paragraphs 4D(i) through 4D(vii), deemed to have issued or sold, any shares of Common Stock for a consideration per share less than the applicable Conversion Price for the Preferred Stock immediately prior to the time of such issue or sale (such issuance or sale shall be referred to as a "Dilutive Issuance"), then, forthwith upon the Dilutive Issuance, such Conversion Price shall be adjusted by multiplying such Conversion Price by the fraction: X+Y X+Z where: X = the number of shares of Common Stock issuable upon conversion of the Preferred Stock at the Conversion Price in effect immediately before the

Dilutive Issuance; Y = the number of shares of Common Stock which the aggregate consideration received by the Corporation in the Dilutive Issuance would purchase at the Conversion Price in effect immediately before the Dilutive Issuance; and Z = the number of shares of Common Stock issued or deemed issued in the Dilutive Issuance. For purposes of this sub-paragraph 4D, the following sub-paragraphs 4D(i) through 4D(vii) shall also be applicable: (i) ISSUANCE OF RIGHTS OR OPTIONS. In case at any time the Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called "Options" and such convertible or exchangeable stock or securities being called "Convertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the effective price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (1) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (2) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the applicable Conversion Price for the Preferred Stock immediately prior to the time of the granting of such Options or Convertible Securities, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such effective price per share as of the date of granting of such Options or the issuance of such Convertible Securities. Except as otherwise provided in sub-paragraph 4D(iii), no adjustment of any Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. (ii) ISSUANCE OF CONVERTIBLE SECURITIES. In case the Corporation shall in any manner issue (whether directly or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the effective price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (1) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (2) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the applicable Conversion Price for the Preferred Stock immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such effective price per share as of the date of the issue or sale of such Convertible Securities, provided that (1) except as otherwise provided in sub- paragraph 4D(iii), no adjustment of any Conversion Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such

Convertible Securities, and (2) if any such issue or sale of such Convertible Securities is made upon exercise of any Options to purchase any such Convertible Securities for which adjustments of any Conversion Price have been or are to be made pursuant to other provisions of this sub-paragraph 4D, no further adjustment of such Conversion Price shall be made by reason of such issue or sale. (iii) CHANGE IN OPTION PRICE OR CONVERSION RATE. Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in sub-paragraph 4D(i) or 4D(ii) shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the applicable Conversion Price for any series of Preferred Stock at the time of such event shall forthwith be readjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment the Conversion Price then in effect hereunder is thereby reduced; and on the expiration of any such Option or the termination of any such right to convert or exchange such Convertible Securities, the Conversion Price then in effect hereunder shall forthwith be increased to the Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued. (iv) STOCK DIVIDEND. In case the Corporation shall declare a dividend or make any other distribution upon any stock of the Corporation other than on the Preferred Shares payable in Common Stock, Options or Convertible Securities, any Common Stock, Options or Convertible Securities, as the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold at a consideration equal to $.01 per share. (v) CONSIDERATION FOR STOCK. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Corporation. (vi) RECORD DATE. In case the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them (1) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities, or (2) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be. (vii) TREASURY SHARES. The disposition of any shares of Common Stock owned or held by or for the account of the Corporation shall be considered an issue or sale of Common Stock for the purpose of this sub-paragraph 4D. E. CERTAIN ISSUES OF COMMON STOCK EXCEPTED. Anything herein to the contrary

notwithstanding, the Corporation shall not be required to make any adjustment of any Conversion Price in the case of the grant of options or other rights to acquire Common Stock and the issuance of Common Stock upon exercise of such options or rights pursuant to the Corporation's Stock Option Plan for employees and directors who are not employees of the Corporation in connection with their service as directors or their employment by the Corporation, but not exceeding in the aggregate 200,000 shares of Common Stock, the exercise of the stock option granted to J. David Toole, III for 355,555 shares of Common Stock, the issuance of shares of Series A Preferred Stock upon the exercise of certain warrants issued pursuant to the Series A Convertible Preferred Stock Purchase Agreement entered into on February 10, 1994 between the Corporation and the Purchasers listed in Schedule I thereto, or the conversion of any Series A Preferred Stock or Series B Preferred Stock into Common Stock. F. SUBDIVISION OR COMBINATION OF COMMON STOCK. In case the Corporation shall at any time subdivide (by any stock split, stock dividend or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect for the Preferred Stock immediately prior to such subdivision shall be proportionately reduced and, conversely, in case the outstanding shares of Common Stock shall be combined into a smaller number of shares, the Conversion Price in effect for any series of Preferred Stock immediately prior to such combination shall be proportionately increased. G. REORGANIZATION OR RECLASSIFICATION. If any capital reorganization or reclassification of the capital stock of the Corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provisions shall be made whereby each holder of a share or shares of Preferred Stock shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore receivable upon such conversion had such reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including without limitation provisions for adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights. H. NOTICE OF ADJUSTMENT. Upon any adjustment of any Conversion Price, then and in each such case the Corporation shall give written notice thereof, by first class mail, postage prepaid, or by facsimile to non-U.S. residents, addressed to each holder of shares of Preferred Stock at the address of such holder as shown on the books of the Corporation, which notice shall state the Conversion Price resulting from such adjustment, setting forth in reasonable detail the method upon which such calculation is based. I. OTHER NOTICES. In case at any time: (i) the Corporation shall declare any dividend upon its Common Stock payable in cash or stock or make any other distribution to the holders of its Common Stock; (ii) the Corporation shall offer for subscription PRO RATA to the holders of its Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization or reclassification of the capital stock of the Corporation, or a consolidation or merger of the Corporation with or into, or a sale of all or substantially all of its assets to, another entity or entities; or

(iv) there shall be a Liquidation of the Corporation; then, in any one or more of said cases, the Corporation shall give, by first class mail, postage prepaid, or by facsimile for non-U.S. residents, addressed to each holder of any shares of Preferred Stock at the address of such holder as shown on the books of the Corporation (1) at least twenty (20) days prior written notice of the date on which the books of the Corporation shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale or Liquidation, and (2) in the case of any such reorganization, reclassification, consolidation, merger, sale or Liquidation, at least twenty (20) days prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (1) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (2) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or Liquidation, as the case may be. J. STOCK TO BE RESERVED. The Corporation will, at all times, reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the conversion of the Preferred Stock as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of all outstanding shares of Preferred Stock and securities convertible into the Preferred Stock (and the subsequent conversion of such Preferred Stock). The Corporation covenants that all shares of Common Stock which shall be so issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof and, without limiting the generality of the foregoing, the Corporation covenants that it will from time to time take all such action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than any Conversion Price in effect at the time for the Preferred Stock. The Corporation will take all such action as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requiremen of any national securities exchange upon which the Common Stock may be listed. The Corporation will not take any action which results in any adjustment of any Conversion Price if the total number of shares of Common Stock issued and issuable after such action upon conversion of the Preferred Stock would exceed the total number of shares of Common Stock then authorized by the Charter of the Corporation. K. NO REISSUANCE OF PREFERRED STOCK. Shares of Preferred Stock which are converted into shares of Common Stock as provided herein shall not be reissued. L. ISSUE TAX. The issuance of certificates for shares of Common Stock upon conversion of the Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Preferred Stock which is being converted. M. CLOSING OF BOOKS. The Corporation will at no time close its transfer books against the transfer of any Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Stock in any manner which interferes with the timely conversion of such Preferred Stock, except as may otherwise be required to comply with applicable securities laws. N. DEFINITION OF COMMON STOCK. As used in this paragraph 4, the term "Common Stock" shall mean and include the Corporation's authorized Common Stock, par value $.01 per share, as constituted on the date of filing of these Terms, and shall also include any capital stock of any class

of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage of par value in respect of the rights of the holders thereof to participate in dividends or in the distribution of assets upon the Liquidation of the Corporation; provided that the shares of Common Stock receivable upon conversion of shares of Preferred Stock shall include only shares designated as Common Stock of the Corporation on the date of filing of this instrument, or in case of any reorganization or reclassification of the outstanding shares thereof, the stock, securities or assets provided for in sub-paragraph 4G. O. MANDATORY CONVERSION. If at any time the Corporation shall effect a firm commitment underwritten public offering of shares of Common Stock in which the aggregate price paid for such shares by the public shall be at least $10,000,000, then effective upon the closing of the sale of such shares by the Corporation pursuant to such public offering, all outstanding shares of Preferred Stock shall automatically convert to shares of Common Stock based on the Conversion Price in effect at the time of such closing. The Corporation shall give each holder of the Preferred Stock at least twenty (20) days written notice prior to such public offering. 5. AMENDMENTS. No provision of these terms of the Preferred Stock may be amended, modified or waived without the written consent or affirmative vote of the holders of at least two-thirds of the then outstanding shares of Preferred Stock voting separately as a series. 6. RIGHT OF FIRST REFUSAL. A. The Corporation shall, prior to (or as soon thereafter as is reasonably practical) any issuance by the Corporation of any of its securities (other than debt securities with no equity feature), offer to each holder of Preferred Stock continuing to hold at least fifty percent (50%) of the shares of Preferred Stock purchased by such stockholder (the "Eligible Purchaser") by written notice the right, for a period of thirty (30) days, to purchase a pro rata amount (based on the percentage ownership of the Common Stock of the Corporation assuming the conversion of the Preferred Stock) of such securities on the same terms and conditions for which such securities are to be issued (unless the Eligible Purchaser is unable to meet such terms and conditions, in which case the Eligible Purchaser shall purchase such securities for cash at an amount equal to the price or other consideration for which such securities are to be issued); provided, however, that the first refusal rights of the Eligible Purchasers pursuant to this Section 6A shall not apply to securities issued (1) upon the exercise of the Warrants, (2) upon conversion of any of the Series A Preferred Stock, (3) pursuant to the existing option granted to J. David Toole, III to purchase 355,555 shares of Common Stock, (4) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (5) pursuant to the Corporation's Option Plan, (6) solely in consideration for the acquisition (whether by merger or otherwise) by the Corporation or any of its subsidiaries of all or substantially all of the stock or assets of any other entity, and (7) pursuant to a firm commitment underwritten public offering. The Corporation's written notice to the Eligible Purchasers shall describe the securities proposed to be issued by the Corporation and specify the number, price and payment terms. Each Eligible Purchaser may accept the Corporation's offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Corporation prior to the expiration of the aforesaid thirty (30) day period, in which event the Corporation shall promptly sell and such Eligible Purchaser shall buy, upon the terms specified, the number of securities agreed to be purchased by such Eligible Purchaser. B. The Corporation shall be free at any time prior to one hundred twenty (120) days after the date of its notice of offer pursuant to this section 6 to offer and sell to any third party or parties the number of such securities not agreed by the Eligible Purchasers, as the case may be, to be purchased by them, at a price and on payment terms no less favorable to the Corporation than

those specified in such notice of offer. However, if such third party sale or sales are not consummated within such one hundred twenty (120) day period, the Corporation shall not sell such securities as shall not have been purchased within such period without again complying with this Section 6. C. In case the Corporation issues any of its securities at a price per share (or at a price per share of Common Stock assuming their full conversion into Common Stock, if applicable) less than the price per share paid by each Eligible Purchaser hereunder, each Eligible Purchaser shall have a right of over-allotment such that if any Eligible Purchaser fails to exercise such Eligible Purchaser's right hereunder to purchase such Eligible Purchaser's full proportionate share of the securities proposed to be issued (the "Incomplete Purchasers"), the Purchasers purchasing their full respective proportionate share of such securities (the "Complete Purchasers") may purchase the portion of such securities which has not been purchased by the Incomplete Purchasers as hereinafter provided. The Complete Purchasers shall have ten (10) days from the date notice is given by the Corporation to the Complete Purchasers that such Incomplete Purchasers have rejected or failed to accept their right to purchase their proportionate share of securities, to agree to purchase up to such Complete Purchaser's proportionate share of such securities not purchased by the Incomplete Purchasers. Notwithstanding anything in Section 6B to the contrary, as used in this Section 6C with respect to the Complete Purchasers only, each Complete Purchaser's "proportionate share" shall be calculated by excluding from the denominator of the fraction the total number of shares of Common Stock of any Incomplete Purchaser and the total number of shares of Common Stock into which the shares of such Incomplete Purchaser's Preferred Stock or other convertible securities, if any, are convertible.

Exhibit 3.2

BYLAWS OF ROADHOUSE GRILL, INC. (A Florida corporation)

(Adopted as of October 16, 1993)

TABLE OF CONTENTS ARTICLE I. - SHAREHOLDERS.................................................. 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 Annual Meeting....................................................... Special Meeting...................................................... Place of Meeting..................................................... Action Without a Meeting............................................. Notice of Meeting.................................................... Waiver of Notice of Meeting.......................................... Fixing of Record Date................................................ Voting Record........................................................ Voting Per Share..................................................... Voting of Shares..................................................... Proxies.............................................................. Quorum............................................................... Manner of Action..................................................... Voting for Directors................................................. 1 1 1 1 1 2 2 3 3 3 3 4 5 5 5 5 5 6 6 6 7 7 7 7 7 7 7 8 8 8 8 8

ARTICLE II. - BOARD OF DIRECTORS........................................... 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 General Powers....................................................... Number, Terms, Classification and Qualification...................... Regular Meetings..................................................... Special Meetings..................................................... Waiver of Notice of Meeting.......................................... Quorum............................................................... Manner of Action..................................................... Presumption of Assent................................................ Action Without a Meeting............................................. Meetings of the Board of Directors by Means of a Conference Telephone or Similar Communications Equipment............................................. Resignation.......................................................... Removal.............................................................. Vacancies............................................................ Compensation......................................................... ARTICLE III. - COMMITTEES OF THE BOARD OF DIRECTORS.................. ARTICLE IV. - OFFICERS............................................... -i-

4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11

Officers............................................................. 8 Appointment and Term of Office....................................... 9 Resignation.......................................................... 9 Removal.............................................................. 9 Vacancies............................................................ 9 Duties of Officers................................................... 9 Vice Presidents...................................................... 9 Secretary............................................................ 9 Treasurer............................................................ 10 Other Officers, Employees and Agents................................. 10 Compensation......................................................... 10

ARTICLE V. - CERTIFICATES OF STOCK......................................... 10 5.1 5.2 5.3 Certificates for Shares.............................................. 10 Transfer of Shares; Ownership of Shares.............................. 10 Lost Certificates.................................................... 11

ARTICLE VVI. - ACTIONS WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS................................................ 11 ARTICLE VII. - AMENDMENTS.................................................. 11 ARTICLE VIII. - CORPORATE SEAL............................................. 11 ARTICLE IX. - INDEMNIFICATION.............................................. 12 ARTICLE X. CONTROL SHARE ACQUISITIONS......................................12

ARTICLE XI. - GENDER....................................................... 12

-ii-

BYLAWS OF ROADHOUSE GRILL, INC. ARTICLE I. SHAREHOLDERS 1.1 ANNUAL MEETING. A meeting of shareholders shall be held each year for the election of Directors and for the transaction of any other business that may come before the meeting. The time and place of the meeting shall be as set forth by resolution of the Board of Directors. 1.2 SPECIAL MEETING. Special meetings of the shareholders, for any purpose or purposes, shall be held when directed by the Board of Directors, or at the request of the holders of not less than one-tenth (1/10th) of all outstanding shares of the Corporation entitled to vote at the meeting. 1.3 PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Florida, as the place of meeting for any annual or special meeting of the shareholders. If no designation is made, the place of meeting shall be the principal office of the Corporation in the State of Florida. 1.4 ACTION WITHOUT A MEETING. Unless otherwise provided in the Articles of Incorporation, action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if the action is taken by the holders of outstanding shares of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the Corporation by delivery to its principal office in Florida, its principal place of business, the corporate secretary, or another office or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take the corporate action referred to herein unless, within sixty (60) days of the date of the earliest dated consent delivered in the manner required by this Section, written consents signed by the number of holders required to take action are delivered to the Corporation by delivery as set forth herein. Any written consent may be revoked prior to the date that the Corporation receives the required number of consents to authorize the proposed action. No revocation is effective unless in writing and until received by the Corporation at its principal office or its principal place of business, or received by the corporate secretary or other officer or agent

of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Within ten (10) days after obtaining such authorization by written consent, notice must be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action be such for which dissenters' rights are provided under the Articles of Incorporation or Bylaws, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with applicable law. A consent signed as set forth in this Section has the effect of a meeting vote and may be described as such in any document. Whenever action is taken as set forth in this Section, the written consent of the shareholders consenting thereto or the written reports of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders. 1.5 NOTICE OF MEETING. Except as set forth in the Florida Business Corporation Act (hereinafter referred to as the "FBCA"), written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by first class mail, by, or at the direction of, the president or the secretary, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If the notice is mailed at least thirty (30) days before the date of the meeting, it may be effected by a class of United States mail other than first class. If mailed, such notice shall be effective when mailed, if mailed postage prepaid and correctly addressed to the shareholder's address shown in the current record of shareholders of the Corporation. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment, the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting. 1.6 WAIVER OF NOTICE OF MEETING. Whenever any notice is required to be given to any shareholder, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before, during or after the time of the meeting stated therein, and delivered to the Corporation for inclusion in the minutes or filing with the corporate -2-

records, shall be equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of (a) lack of or defective notice of such meeting, unless, at the beginning of the meeting, the person objects to the holding of the meeting or the transacting of any business at the meeting, or (b) consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering such matter when it is presented. 1.7 FIXING OF RECORD DATE. In order that the Corporation may determine the shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to demand a special meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than seventy (70) days before the date of such meeting or prior to any other action. A determination of shareholders of record entitled to notice of, or to vote at, a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting. If no prior action is required by the Board of Directors pursuant to the FBCA, the record date for determining shareholders entitled to take action without a meeting is the date the first signed written consent is delivered to the Corporation under Section 1.4 of this Article. 1.8 VOTING RECORD. After fixing a record date for a meeting of shareholders, the Corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of the meeting, arranged by voting group with the address of, and the number and class and series, if any, of shares held by each. The shareholders' list must be available for inspection by any shareholder for a period of ten (10) days prior to the meeting or such shorter time as exists between the record date and the meeting and continuing through the meeting at the Corporation's principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the Corporation's transfer agent or registrar. Any shareholder of the Corporation or his agent or attorney is entitled on written demand to inspect the shareholders' list (subject to the requirements of FBCA Section 607.1602(3)), during regular business hours and at his expense, during the period it is available for inspection. The Corporation shall make the shareholders' list available at the meeting of shareholders, and any shareholder or his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment. 1.9 VOTING PER SHARE. Except as otherwise provided in the Articles of Incorporation or by FBCA Section 607.0721, each shareholder is entitled to one (1) vote -3-

for each outstanding voting share held by him on each matter voted at a shareholders' meeting. 1.10 VOTING OF SHARES. A shareholder may vote at any meeting of shareholders of the Corporation, either in person or by proxy. Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent or proxy designated by the bylaws of such corporate shareholder or, in the absence of any applicable bylaw, by such person or persons as the Board of Directors or the corporate shareholder may designate. In the absence of any such designation or, in case of conflicting designation by the corporate shareholder, the chairman, the president, any vice president, the secretary and the treasurer of the corporate shareholder, in that order, shall be presumed to be fully authorized to vote such shares. Shares held by an administrator, executor, guardian, personal representative, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name or the name of his nominee. Shares held by or under the control of a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may be voted by such person without the transfer thereof into his name. If the shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the Corporation is given notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, then acts with respect to voting shall have the following effect: (a) if only one votes, in person or by proxy, his act binds all; (b) if more than one vote, in person or by proxy, the act of the majority so voting binds all; (c) if more than one vote, in person or by proxy, but the vote is evenly split on any particular matter, each faction is entitled to vote the share or shares in question proportionately; or (d) if the instrument or order so filed shows that any such tenancy is held in unequal interest, a majority or a vote evenly split for purposes hereof shall be a majority or a vote evenly split in interest. The principles of this paragraph shall apply, insofar as possible, to execution of proxies, waivers, consents, or objections and for the purpose of ascertaining the presence of a quorum. 1.11 PROXIES. Any shareholder of the Corporation, other person entitled to vote on behalf of a shareholder pursuant to FBCA Section 607.0721, or attorney-in-fact for such -4-

persons may vote the shareholder's shares in person or by proxy. Any shareholder of the Corporation may appoint a proxy to vote or otherwise act for him by signing an appointment form, either personally or by his attorney-in-fact. An executed telegram or cablegram appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of an appointment form, shall be deemed a sufficient appointment form. An appointment of a proxy is effective when received by the secretary of the Corporation or such other officer or agent which is authorized to tabulate votes, and shall be valid for up to 11 months, unless a longer period is expressly provided in the appointment form. The death or incapacity of the shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. 1.12 QUORUM. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of these shares exists with respect to that matter. Except as otherwise provided in the Articles of Incorporation or Bylaws, a majority of the shares entitled to vote on the matter by each voting group, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, but in no event shall a quorum consist of less than one third (1/3) of the shares of each voting group entitled to vote. If less than a majority of outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. After a quorum has been established at any shareholders' meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. 1.13 MANNER OF ACTION. If a quorum is present, action on a matter (other than tile election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater or lesser number of affirmative votes is required by the Articles of Incorporation or Bylaws. -5-

1.14 VOTING FOR DIRECTORS. Unless otherwise provided in the Articles of Incorporation, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. ARTICLE II. BOARD OF DIRECTORS 2.1 GENERAL POWERS. Except as provided in the Articles of Incorporation and Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors. 2.2 NUMBER, TERMS, CLASSIFICATION AND QUALIFICATION. The Board of Directors of the Corporation shall consist of no less than one (1) person. The number of directors may at any time and from time to time be increased or decreased by action of either the shareholders or the Board of Directors, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. A director must be a natural person of at least eighteen (18) years of age, but need not be a citizen of the United States of America, a resident of the State of Florida, nor a shareholder of the Corporation. Each director shall hold office until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death. 2.3 REGULAR MEETINGS. An annual regular meeting of the Board of Directors shall be held without notice immediately after, and at the same place as, the annual meeting of shareholders for the purpose of the election of officers and the transaction of such other business as may come before the meeting, and at such other time and place as may be determined by the Board of Directors. The Board of Directors may, at any time and from time to time, provide by resolution, the time and place, either within or without the State of Florida, for the holding of the annual regular meeting or additional regular meetings of the Board of Directors without other notice than such resolution. 2.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the chairman of the board, the president or any two (2) directors. The person or persons authorized to call special meetings of the Board of Directors may designate any place, either within or without the State of Florida, as the place for holding any special meeting of the Board of Directors called by them. If no designation is made, the place of meeting shall be the principal office of the Corporation in the State of Florida. -6-

Notice of any special meeting of the Board of Directors may be given by any reasonable means, whether oral or written, and at any reasonable time prior to such meeting. The reasonableness of any notice given in connection with any special meeting of the Board of Directors shall be determined in light of all of the pertinent circumstances. It shall be presumed that notice of any special meeting given at least two (2) days prior to such special meeting either orally (whether telephonically or face-to-face), or by written notice delivered personally or mailed to each director at his business or residence address, is reasonable. If mailed, such notice of any special meeting shall be deemed to be delivered on the second day after it is deposited in the United States mail, so addressed, with postage thereon prepaid. If notice is given by telegram, such notice, shall be deemed to be delivered when the telegram is delivered to the telegraph company. Neither the business to be transacted at, nor the purpose or purposes of, any special meeting of the Board of Directors need be specified in the notice or in any written waiver of notice of such meeting. 2.5 WAIVER OF NOTICE OF MEETING. Notice of a meeting of the Board of Directors need not be given to any director who signs a written wavier of notice before, during or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting and the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. 2.6 QUORUM. A majority of the number of directors fixed by, or in the manner provided in, these Bylaws shall constitute a quorum for the transaction of business; provided, however, that whenever, for any reason, a vacancy occurs in the Board of Directors, a quorum shall consist of a majority of the remaining directors until the vacancy has been filled. 2.7 MANNER OF ACTION. The act of a majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board of Directors. 2.8 PRESUMPTION OF ASSENT. A director of the Corporation who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken shall be presumed to have assented to the action taken, unless he objects at the beginning of the meeting, or promptly upon his arrival, to holding the meeting or transacting specific business at the meeting, or he votes against or abstains from the action taken. 2.9 ACTION WITHOUT A MEETING. Any action required or permitted to be taken at a meeting of the Board of Directors or a committee thereof may be taken without a -7-

meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors. Action taken under this Section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this Section shall have the effect of a meeting vote and may be described as such in any document. 2.10 MEETINGS OF THE BOARD OF DIRECTORS BY MEANS OF A CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT. Members of the Board of Directors may participate in a meeting of the board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. 2.11 RESIGNATION. Any director may resign at any time by giving written notice to the Corporation, the Board of Directors or its chairman. The resignation of any director shall take effect when the notice is delivered unless the notice specifies a later effective date, in which event the Board of Directors may fill the pending vacancy before the effective date if they provide that the successor does not take office until the effective date. 2.12 REMOVAL. Any director, or the entire Board of Directors, may be removed at any time, with or without cause, by action of the shareholders, and any director may be removed for cause by the Board of Directors. In the case of any director which is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him. The notice of the meeting at which a vote is taken to remove a director must set forth that the purpose or one of the purposes of the meeting is the removal of such director or directors. 2.13 VACANCIES. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, or by the shareholders. 2.14 COMPENSATION. Each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors and committee thereof, and may be paid a stated salary as a director or a fixed sum for attendance at each meeting of the Board of Directors (or committee thereof) or both, as may from time to time be determined by action of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. -8-

ARTICLE III. COMMITTEES OF THE BOARD OF DIRECTORS The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, except as prohibited by Section 607.0825(1) of the FBCA. Each committee must have two or more members who serve at the pleasure of the Board of Directors. The Board of Directors, by resolution adopted in accordance with this Article, may designate one or more directors as alternate members of any committee, who may act in the place and stead of any absent member or members at any meeting of such committee. ARTICLE IV. OFFICERS 4.1 OFFICERS. The Corporation shall have such officers as may be appointed by resolution of the Board of Directors, and may include a Chairman of the Board, a President, a Secretary and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents, a Chief Financial Officer, one or more Assistant Secretaries and Assistant Treasurers and such other officers as the Board of Directors shall deem appropriate. Any two (2) or more offices may be held by the same person. 4.2 APPOINTMENT AND TERM OF OFFICE. The officers of the Corporation shall be appointed annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the appointment of officers shall not occur at such meeting, such appointment shall occur as soon thereafter as practicable. Each officer shall hold office until his successor shall have been duly appointed and qualified, or until his earlier resignation, removal from office or death. 4.3 RESIGNATION. Any officer of the Corporation may resign from his respective office or position by delivering notice to the Corporation. Such resignation is effective when delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. 4.4 REMOVAL. Any officer elected or appointed, whether by the shareholders or the Board of Directors, may be removed by either the shareholders or the Board of Directors if in either of their respective judgments the best interests of the Corporation will be served thereby. Removal shall be without prejudice to the contract rights, if any, of the -9-

person removed. Election or appointment of an officer shall not itself create contract rights. 4.5 VACANCIES. Any vacancy, however occurring, in any office may be filled by the Board of Directors. 4.6 DUTIES OF OFFICERS. The Chairman of the Board of the Corporation, or if there shall not be a Chairman of the Board, the President, shall preside at all meetings of the Board of Directors and of the shareholders. The President shall be the chief executive officer of the Corporation. Subject to the foregoing, the officers of the Corporation shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by the Articles of Incorporation, by these Bylaws, or as may be assigned to them from time to time by the Board of Directors. 4.7 VICE PRESIDENTS. Each vice president shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him by the Board of Directors. 4.8 SECRETARY. The secretary shall keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records and of the seal of the Corporation and keep a register of the post office address of each shareholder of the Corporation. In addition, the secretary shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him by the Board of Directors and as are incident to the office of secretary. 4.9 TREASURER. The treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, receive and give receipts for monies due and payable to the Corporation from any source whatsoever and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be utilized by the Corporation. In addition, the treasurer shall possess, and may exercise such power and authority, and shall perform such duties, as may from time to time be assigned to him by the Board of Directors and as are incident to the office of treasurer. 4.10 OTHER OFFICERS, EMPLOYEES AND AGENTS. Each and every other officer, employee and agent of the Corporation shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him by the Board of Directors, the officer so appointing him and such officer or officers who may from time to time be designated by the Board of Directors to exercise such supervisory authority. -10-

4.11 COMPENSATION. The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors. ARTICLE V. CERTIFICATES OF STOCK 5.1 CERTIFICATES FOR SHARES. The Board of Directors shall determine whether shares of the Corporation shall be uncertificated or certificated. If certificated shares are issued, certificates representing shares in the Corporation shall be signed (either manually or by facsimile) by the president or vice president and the secretary or an assistant secretary (which may be the same person) and may be sealed with the seal of the Corporation or a facsimile thereof. A certificate which has been signed by an officer or officers who later shall have ceased to be such officer when the certificate is issued shall nevertheless be valid. 5.2 TRANSFER OF SHARES; OWNERSHIP OF SHARES. Transfers of shares of stock of the Corporation shall be made only upon the stock transfer books of the Corporation, and only after the surrender to the Corporation of the certificate representing such shares. Except as provided by Section 607.0721 of the FBCA, the person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes and the Corporation shall not be bound to recognize any equitable or other claim to, or interest in, such shares on the part of any other person, whether or not it shall have express or other notice thereof. 5.3 LOST CERTIFICATES. The Corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate: (a) makes proof in affidavit form that the certificate has been lost, destroyed or wrongfully taken; (b) requests the issuance of a new certificate, before the Corporation has notice that the lost, destroyed or wrongfully taken certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) at the discretion of the Board of Directors, gives bond in such form and amount as the Corporation may direct, to indemnify the Corporation, the transfer agent and registrar against any claim that may be made on account of the alleged loss, destruction or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the Corporation. -11-

ARTICLE VVI. ACTIONS WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS Unless otherwise directed by the Board of Directors, the president or a designee of the president shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of shareholders of, or with respect to, any action of shareholders of any other corporation in which the Corporation may hold securities and to otherwise exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities in other corporations. ARTICLE VII. AMENDMENTS These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by action of the Board of Directors, subject to the limitations of FBCA Section 607.1020(1). The shareholders of the Corporation may alter, amend or repeal these Bylaws or adopt new Bylaws even though these Bylaws may also be amended or repealed by the Board of Directors. ARTICLE VIII. CORPORATE SEAL The Corporation may provide for a corporate seal in such a form as the Board of Directors deems appropriate. ARTICLE IX. INDEMNIFICATION The Corporation shall indemnify, or advance expenses to, to the fullest extent authorized or permitted by the FBCA, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he (i) is or was a director of the Corporation; (ii) is or was serving at the request of the Corporation as a director of another corporation; (iii) is or was an officer of the Corporation, provided that he is or was at the time a director of the Corporation; or (iv) is or was serving at the request of the Corporation as an officer of another corporation, provided that he is or was at the time a director of the Corporation or a director of such other corporation, serving at the request of the Corporation. Unless otherwise expressly prohibited by the FBCA, and except as otherwise provided in the foregoing sentence, the Board of Directors of the Corporation shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to -12-

indemnify, or advance expenses to, any person made , or threatened to be made, a party to any action, suit or proceeding by reason of the factthat he is or was an officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. No person falling within the purview of the foregoing sentence may apply for indemnification or advancement of expenses to any court of competent jurisdiction. ARTICLE X. CONTROL SHARE ACQUISITIONS The provisions of Florida Statutes Section 607.0902 entitled "Control-share Acquisitions" (1989), as amended, shall not apply to control share acquisitions of any shares of stock of the Corporation. ARTICLE XI. GENDER All words used in these Bylaws in the masculine gender shall extend to and shall include the feminine and neuter genders. -13-

ROADHOUSE GRILL LOGO NUMBER Roadhouse Grill, Inc. SHARES INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA CUSIP NUMBER SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT is the owner of FULLY-PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF ROADHOUSE GRILL, INC. transferable on the books of the Corporation in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Memorandum of Association and Articles of Incorporation and amendments thereto of the Corporation, to all of which the holder by acceptance hereof assents. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: ROADHOUSE GRILL, INC CORPORATE SEAL OCTOBER 16, 1992
FLORIDA /s/ CHARLES D. BARNETT SECRETARY /s/ JOHN DAVID TOOLE III PRESIDENT

[LANDSCAPED]

COUNTERSIGNED AND REGISTERED AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK, N.Y.) TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE (SEE REVERSE SIDE)

ROADHOUSE GRILL, INC. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common TEN ENT - as tenants by the entireties UNIF GIFT MIN ACT - ______ Custodian_______ (Cust) (Minor) under Uniform Gifts to Minors Act _________________ (State)

JT TEN - as joint tenants with rights of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list. For value received, _______________hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE []

Please print or typewrite name and address including zip code of assignee

- ---------------------------------------------------------------------- Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint - --------------------------------------------------------------------, Attorney, to transfer the said stock on the books of the within-name Corporation with full power of substitution in the premises. Dated, ___________________________________

[LANDSCAPED] The signature to this assignment must correspond with the name as NOTICE: written upon the face of the Certificate, in every particular, without alteration or enlargement or any change whatever.

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT executed as of October 1, 1994, by and between Roadhouse Grill, Inc., a Florida corporation (the "Company") and J. David Toole, III, (the "Employee"). RECITALS: A. The Company is engaged in the operation and franchising of steak restaurants in the United States and internationally. B. Employee is currently employed by the Company as its President. C. The Company desires to employ the Employee in the capacity of President and to be assured of the Employee's availability to render services to the Company and the Employee desires to be so employed by the Company on the terms and provisions hereinbelow set forth. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties hereby agree as follows: 1. EMPLOYMENT, TERM, DUTIES AND ACCEPTANCE. (a) The Company shall employ the Employee for the Employment Period, as hereinafter defined, as President to perform such duties as are customarily associated with such position and those which may, from time to time, be assigned to the Employee by the Company's Board of Directors. The Employee hereby agrees to accept such employment and to devote his full time, attention and best efforts in and to the faithful performance of his duties hereunder, (subject to the general direction and control of the Company's Board of Directors). (b) The Employee hereby agrees to contribute his best skills and services at all times to the Company. The Employee agrees to devote his full time, attention and energy to diligently and competently performing the duties and responsibilities assigned to him by the Company. (c) The Employee hereby agrees that all written documentation, articles, brochures, proposed advertisements, ideas and drawings, Company records, ledgers, accounts, customer lists and all related and similar materials prepared or collected by him during his

employment and in connection with the rendering of his services to the Company, as well as notes taken with respect to lectures, seminars and other business related activities attended while in the employ of the Company shall be the sole and exclusive property of the Company. Accordingly, the Employee acknowledges that his employment does not confer upon him any ownership interest in or personal claim upon any such materials. (d) The Employee hereby agrees to abide by all reasonable rules and regulations established by the Board of Directors of the Company and restrictions, if any, applicable to the Employee which may, from time to time, be set forth in the Company's Articles of Incorporation and By Laws. 2. COMPENSATION. Except as otherwise set forth in this Section 2, as compensation for all duties to be rendered by the Employee hereunder, the Company shall pay or grant to the Employee during the Employment Period: (a) A base salary of $120,000 per annum; (b) An annual bonus in an amount equal to the greater of (i) 10% of the profits (before of the first 4 Roadhouse Grill restaurants developed by the Company (so long as such restaurants have a profit of at least 10% of sales) or (ii) 5% of the pre-tax profits of the Company after deducting depreciation and general corporate overhead ; and (c) Group benefits generally available to executives of the Company. The first four (4) Roadhouse Grill restaurants described in Section 2(b) above are those located at the following addresses: (i) 8525 Pines Boulevard, Pembroke Pines, Florida, (ii) 12599 Biscayne Boulevard, North Miami, Florida, (iii)1580 University Drive, Coral Springs, Florida, and (iv) 4201 Okeechobee Boulevard, West Palm Beach, Florida. 3. COMMENCEMENT, TERM AND TERMINATION. (a) Notwithstanding any other provision in this agreement, unless otherwise terminated pursuant to the provisions of this Section 3, the Employment Period shall commence as of October 1, 1994 and shall terminate 36 months thereafter. 2

(b) The Company shall have the right to terminate this Agreement and the Employee's employment hereunder "for cause", meaning any one of the following: (i) A material breach or violation of any provision of this Agreement or the failure of the Employee to materially perform his duties or responsibilities hereunder after the Employee has been given written notice together with a reasonable opportunity to cure said breach, violation or failure during such period; (ii) Commission of a felony; (iii) Illegal use of drugs; or (iv) Unlawful harassment of employees. The right of the Company to so terminate this Agreement and the Employee's employment hereunder shall be exercisable by the Company upon giving of written notice to the Employee specifying the grounds for such termination. Such termination shall be effective upon the giving of such written notice by the Company subject to any "cure periods" provided in this Section 3. 4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. (a) The Employee hereby acknowledges that, in and as of a result of his employment hereunder, he will be making use of, acquiring and/or adding to confidential information of a special and unique nature and value relating to certain Company records, secrets, documentation, ledgers and general Company information, account receivable and payable ledgers, customer list, prospective franchisees and franchisee list, financial and other records of the Company, its subsidiaries and affiliates, customer, franchisees and other similar matters (all such information together with that certain information described herein, being hereinafter referred to as "Confidential Information"); and the Employee further acknowledges that the Confidential Information is of great value to the Company. The parties recognize that the duties and services to be performed by the Employee are special and unique and that, by reason of his employment thereunder, the Employee will acquire the Confidential Information. The parties confirm that it is reasonably necessary to protect the Company's goodwill and that, accordingly, the Employee hereby agrees that he will not, at any time, directly or indirectly, except in connection with the Employee's employment hereunder or as otherwise authorized by the Company's Board of Directors for the benefit of the Company: 3

(i) Divulge to any person, firm or corporation other than the Company (hereinafter referred to as "Third Parties"), or use or cause to authorize any Third Parties to use the Confidential Information or any other information relating to the business or interests of the Company which he knows or should know is regarded as Confidential and valuable by the Company (whether or not any of the foregoing information is actually novel or unique or is actually known to others), except as required by law; or as authorized by the Company; (ii) Solicit or cause to authorize, directly or indirectly, to be solicited, for or on behalf of himself or any Third Parties, any business competitive to the business of the Company from Third Parties who are at any time within one year prior to the cessation of the Employment Period customers of the Company; (iii) Accept, cause or authorize, directly or indirectly, to be accepted for or on behalf of himself or any Third Parties, any business competitive to the business of the Company from any such customers of the Company; or (iv) Solicit, cause to authorize, directly or indirectly, to be solicited for employment for or on behalf of himself or any Third Parties, any persons who are at any time within one year prior to cessation of the Employment Period, employees of the Company. (b) The Employee agrees that upon expiration of his employment by the Company for any reason, he shall forthwith deliver or cause to be delivered to the Company any and all Confidential Information; including drawings, notebooks, keys, data and other documents and materials belonging to the Company which is in his possession or under his control relating to the Company or its business, and will deliver upon such expiration of employment any other property of the Company which is in this possession or under his control. (c) For purposes of this Agreement, "proprietary information" shall mean any information relating to the Business of the Company that has not previously been publicly and shall include, without limitation, information included in all drawings, designs, plans proposals, marketing and sales programs, financial information, costs, pricing information, customer information, recipes and all methods, concepts or ideas in or reasonably related to the Company's business. The Employee understands and agrees that all "proprietary information" conceived by him either alone or with others or provided to him by the Company or others is the sole and exclusive property of the Company. 4

(d) The Employee hereby acknowledges that the services to be rendered by him to the Company hereunder are or a special and unique nature and that it would be very difficult or impossible to measure the damages resulting from a breach of this Agreement. The Employee hereby further acknowledges that the restrictions herein and goodwill of the Company and that a violation by the employee of any such covenant will cause irreparable damage to the Company. The Employee therefore agrees that any breach or threatened breach by him of any provisions of this Section 4 shall entitle the Company, in addition to any other legal remedy available to it, to apply any court of competent jurisdiction for a temporary and permanent injunction or any other applicable decree of specific performance, without any bond or security being required thereof, in order to enjoin such breach or threatened breach. The parties understand and intend that each provision and restriction agreed to in this Section 4 shall be construed as separable and divisible from every other provision and restriction and that the unenforceability of any one provision or restrictions shall not limit the enforceability, in whole or in part, of any other provision or restriction and that one or more of all of such provisions or restrictions may be enforced, in whole or in part, as the circumstances warrant. 5. AGREEMENT NOT-TO-COMPETE. The Employee hereby agrees, to the extend permitted by law, that during the three year period subsequent to the date of termination of his employment with the Company hereunder, the Employee shall not, either directly or indirectly, engage in any business giving, offering, or selling any service or products which comprise a part of the Roadhouse system, either as a proprietor, partner, investor, shareholder, employee, agent or consultant. It is the intention of this provision to preclude not only direct competition, but also all forms of indirect competition, such as consultation for competitive businesses, service as an independent contractor for such competitive business, or any assistance or transmission of information of any kind or nature whatsoever which would be of any material assistance to be competitor. Nothing herein shall prevent the Employee from owning for investment purposes, up to an aggregate of five percent (5%) of the capital stock of any such competitive business, provided that such business is a publicly held corporation, whose stock is listed and traded on a national or regional stock exchange, or through the National Association of Securities Dealers Automated Quotation System (NASDAQ), provided that Employee does not control any such company. 5

6. INVALIDITY. If all or any portion of the foregoing covenant not to compete is held unreasonable, void, vague, or illegal by any court or agency having valid jurisdiction in any unappealed final decision to which Roadhouse is a party, the court or agency shall be empowered to revise and/or construe said covenant so as to cause same to fall within permissible legal limits and shall not invalidate the entire covenant. Employee expressly agrees to be bound by any lesser covenant. Employee expressly agrees to be bound by any lesser covenant subsumed within the terms of this Agreement, as if the resulting covenant were separately stated in and made a part of hereof. 7. INDEMNIFICATION. The Company agrees to indemnify, defend and hold harmless against any and all legal claims, suits, damages, or liabilities arising out of or resulting from the performance of the Employee's duties as a Director or Officer of the Company. 8. GENERAL PROVISIONS. (a) The Employee may not at any time assign this Agreement not any right or interest hereunder. Except as otherwise herein provided, this Agreement shall be binding upon and inure to the benefit of this parties hereto, the Employee's legal representative and the Company's successors an assigns. (b) For purposes only of Section 5 hereof, the term "Company" shall mean and include subsidiaries, parents and affiliated companies of the Company in existence from time to time. (c) Any notice, request, instruction or their documentation required or permitted to be given hereunder shall be sufficient if in writing and hand delivered or sent by United States Certified Mail, Return Receipt Requested to the parties at:
If to the Company: 4801 S. University Drive Suite 304E Davie, Florida 33328 ________________________ ________________________

If to the Employee:

Either party may change the address to which notices shall be delivered by notice given to the other party as provided herein. For all purposes, the date of the giving of any notice hereunder shall be the date of the hand delivery or the mailing thereof. 6

(d) This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and any and all prior negotiations, agreements or understandings relating thereto, written or oral, are superseded hereby. This Agreement may not be changed, modified, extended, renewed or supplemented and no provision hereof may be waived, except by an enforcement of any change, modification, extension, renewal, supplement or waiver is sought. (e) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The invalidity of any portion of this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted herein conditionally on their being valid in law. In the event that any portion or portions contained herein shall be invalid, this Agreement shall be construed so as to make such portion or portions valid or, if such construction is not legally possible, as in such invalid portion or portions had not been inserted. (f) Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver or relinquishment of any such terms, covenants or conditions, nor shall any waiver or relinquishment of any right or power hereunder of any one time or more times be deemed a waive or relinquishment of such right or power at other time or times. IN WITNESS WHEREOF, the parties hereto have duly executed this Employment Agreement as of the day and year first above written.
COMPANY: Roadhouse Grill, Inc. By: /s/ JOHN Y. BROWN, JR. ---------------------JOHN Y. BROWN, JR. Chairman of the Board /s/ JOHN DAVID TOOLE, III ------------------------JOHN DAVID TOOLE, III EMPLOYEE:

7

Exhibit 10.2 ROADHOUSE GRILL, INC. MASTER DEVELOPMENT AGREEMENT THIS AGREEMENT made and entered into this _____ day of ______________ 199__, by and between ROADHOUSE GRILL, INC., a Florida corporation with offices in Davie, Florida (herein called "Company"), and _____________________________ (herein called "Franchise Owner"). P R E A M B L E S: A. Company is the owner of a Format and Operating System ("Roadhouse Grill Format") for the preparation and sale of unique food products and service in connection therewith, and is engaged in operating and granting Franchises to operate Roadhouse Grill Restaurants ("Restaurants") using the Roadhouse Grill Format and any and all service marks, trademarks, trade names, copyrights, patents, slogans and logos as are now or may be adopted by Company in connection with the operation of a Restaurant ("Marks"). B. Each Restaurant is identified and distinguished by a unique and standardized design, exhibition cooking of entrees, uniform and high quality food items, and by the Marks used in connection therewith. C. Franchise Owner is desirous of acquiring franchises and the right to use the Roadhouse Grill Format and the Marks in the sale of food, beverages, and related items in the area hereinafter designated, and company is willing to grant franchises upon the terms hereinafter set forth.

D. Franchise Owner acknowledges that he has read and agrees to the terms of the Roadhouse Grill, Inc. Franchise Agreement containing the terms and conditions under which the franchises for individual Restaurants will be granted, and is aware that an individual franchise agreement will be executed for each Restaurant established under this Master Development Agreement in substantially the form attached hereto as Exhibit A ("Franchise Agreement"). NOW, THEREFORE, in consideration of the payment of good and valuable consideration being paid herewith, the receipt of which is hereby acknowledged, and also in consideration of the performance by Franchise Owner of the terms, conditions, and covenants herein contained, the parties agree as follows: 1. DEVELOPMENT AREA AND FEES. A. THE AREA. The Development Area for which Franchise Owner is herein granted development rights in the following states, counties, cities, provinces, or standard metropolitan statistical areas (herein "SMSA"), as same may be set forth from time to time, or such comparable urban area designation as may be employed from time to time by the United States Census Bureau, U.S. Commerce Department: ("Development Area"). Development Area excludes all military establishments. B. FRANCHISE FEES AND ROYALTY FEES. (1) FRANCHISE FEES. Franchise Owner agrees to develop _____________ (___) Restaurants within the Development Area described above. Franchise Owner shall pay a non-refundable fee of 2

_____________________ Thousand Dollars ($__________), receipt of which is hereby acknowledged. The non-refundable fee shall be applied as follows: Thirty Thousand Dollars ($30,000) shall be applied to the franchise fee for the first Restaurant to be developed in the Development Area and the franchise fee shall be considered paid in full. The balance of the non-refundable fee, which is __________________________ Thousand Dollars ($___________), shall be applied to the franchise fee for the remaining ____________ (____) Restaurants at the rate of Ten Thousand Dollars ($10,000) per Restaurant and shall be considered a non-refundable reservation fee. The balance of the Thirty Thousand Dollar ($30,000) franchise fee for the remaining _________________ (_____) Restaurants, which is Twenty Thousand Dollars ($20,000) per Restaurant, shall be due and payable in full upon execution of a lease for an approved site. For all Restaurants developed by Franchise Owner after the first _________ (____) Restaurants, the franchise fee shall be Thirty Thousand Dollars ($30,000), which shall be due and payable upon execution of a lease for an approved site. It is expressly understood that the non-refundable fee of ______________________ Thousand Dollars ($_________) recited herein is paid for the reservation of the particular areas described and is deemed to be fully earned upon payment as consideration of Company's agreement not to franchise those areas to others. (2) ROYALTY FEES. The royalty fees shall in all cases be four percent (4.0%) of gross sales as set forth in Section 5B of the Franchise Agreement. 2. DEVELOPMENT PROCEDURES. 3

A. SITE SELECTION. Franchise Owner shall select a site or sites within the Development Area and shall submit the site or sites for approval by Company on the forms prescribed by Company and at times allowing the prescribed schedule for site openings to be met by Franchise Owner. Company shall have a reasonable time from the receipt of said submittal to send a representative to the site or sites selected. If the Company fails or refuses to review the selected site or sites, Franchise Owner may go forward with the development of the site or sites on its own accord and at its own risk. If the Company reviews the site and advises Franchise Owner that such site or sites are not acceptable, the Company shall be under no duty to franchise the site or sites to Franchise Owner and the Company will not incur any liability to Franchise Owner for rejecting the site. B. NO LIABILITY BY COMPANY. In either instance above, Company does not by approval of a site or in rejecting a site guarantee sales volumes and in no instance will Company incur any liability for approving or disapproving any site. C. DESIGN APPROVAL. Upon selection and approval of the site and prior to construction, the Company may (upon submittal of the plans by Franchise Owner) advise Franchise Owner on layout and design. Franchise Owner will construct the Restaurant using the equipment layout and design of Company. All costs of such construction and equipment involved will be paid by Franchise Owner. 4

D. STANDARD FRANCHISE AGREEMENT. Upon approval of the site, Franchise Owner shall execute a Franchise Agreement and pay any applicable franchise fees prior to construction at any approved site and shall be bound by the terms of said Franchise Agreement. 3. GRANT OF DEVELOPMENT RIGHTS. Company hereby grants to Franchise Owner, subject to the provisions of this Agreement, the right to develop __________ (____) or more Restaurants as set forth above in the Development Area according to the Development Schedule set forth below, and contingent upon the execution of a Franchise Agreement with Company for each Restaurant to be established by Franchise Owner pursuant to this Agreement. In the event of a conflict between the terms and conditions set forth herein and those in the Franchise Agreement, for any particular Restaurant, the terms and conditions of the Franchise Agreement shall govern except as to the Development Schedule, Franchise Fees and Royalty Fees set forth herein. 4. THE DEVELOPMENT SCHEDULE. A. THE PERFORMANCE SCHEDULE. As further consideration for the execution of this Agreement, Franchise Owner agrees to open and maintain, as a minimum requirement, an overall rate of development of the Restaurants in the Development Area set forth above, the following: DEVELOPMENT SCHEDULE PERIOD SPECIFIED TOTAL NUMBER OF NEW NO LATER THAN RESTAURANTS TO BE OPENED 5

DEVELOPMENT SCHEDULE PERIOD SPECIFIED TOTAL NUMBER OF NEW NO LATER THAN RESTAURANTS TO BE OPENED Franchise Owner is required to open at least one (1) Restaurant every six (6) months. (1) EXCLUSIVITY. As long as Franchise Owner is maintaining the Development Schedule set forth above and is not in arrears in his monetary obligations, the areas defined will be exclusive to the extent that no other Restaurants using the Marks will be franchised to others or constructed in the Development Area. This exclusivity will continue for the period set forth in paragraph 5 and so long as Franchise Owner has opened all of the required Restaurants and continues to annually expand the area as set forth in Section 5 below. (2) RIGHTS RETAINED. Provided Franchise Owner and its affiliates are in full compliance with all of the terms and conditions contained in this Agreement and contained in any other agreements with the Company or any of its affiliates, then during the term of this Agreement the Company will not operate (directly or through an affiliate), nor grant a franchise for the operation of, any Restaurant to be operated under the System and located within the Development Area. Except as otherwise provided, the Company retains the right, in its sole discretion, to: (a) operate (directly or through an affiliate), and grant franchises for the operation of, Restaurants at locations and on conditions as it deems appropriate outside of the Development Area; (b) sell (itself or through designees) Products utilizing the Marks through retail outlets other than 6

Restaurants such as from supermarkets, food courts, or certain types of kiosk-type format, as well as at major events, such as carnivals, fairs, and concerts whether located within or outside of the Development Area; and (c) establish other channels of distribution selling the same or similar products or services under a different trademark. B. CUMULATIVE CREDITS. The Development Schedule shall be cumulative and, therefore, if additional Restaurants are completed ahead of schedule, these will be credited to the subsequent period of performance. 5. SUBSEQUENT DEVELOPMENT SCHEDULE. At the expiration of the Development Schedule described above, if Franchise Owner has completed the required development, this Agreement may be extended for an additional fifteen (15) year period. Franchise Owner shall retain its exclusivity during such fifteen (15) year period so long as Franchise Owner continues to develop Restaurants at the rate of two (2) per year in the Development Area until there is one (1) Restaurant for each 70,000 population in the Development Area. 6. DEFAULT IN PERFORMANCE. A. If Franchise Owner fails or refuses to meet the Development Schedule set forth herein and it is determined by Company to be in material default and such material default continues for a period of sixty (60) days after Company has sent Franchise Owner written notice of such default, then all rights of Franchise Owner under this Development Agreement shall be immediately terminated including the right to open any additional Restaurants in this Development Area and the territorial rights granted herein; provided, however, that all rights, obligations, and duties of the parties under the individual Franchise Agreements previously executed by the parties 7

hereto, for the Restaurants previously opened by Franchise Owner, including the exclusive protected territory surrounding each Restaurant as set forth in the individual Franchise Agreements, shall continue. B. Except as otherwise provided in Section 6A, above, if Franchise Owner fails to comply with any material term and condition of this Agreement, or fails to comply with the terms and conditions of any franchise agreement or development agreement between Franchise Owner and the Company, such action shall constitute a default under this Agreement, for which the Company may terminate this Agreement by giving written notice of termination stating the nature of such default to Franchise Owner at least thirty (30) days prior to the effective date of termination; provided, however, that Franchise Owner may avoid termination by immediately initiating a remedy to cure such default, curing it to the Company's satisfaction, and by promptly providing proof thereof to the Company within the thirty (30) day period. If any such default is not cured within the specified time, or such longer period as applicable law may require, this Agreement and all rights granted hereunder (including, but not limited to, the right to develop new Restaurants) will terminate without further notice to Franchise Owner effective immediately upon the expiration of the thirty (30) day period or such longer period as applicable law may require. 7. LIMITATION OF THIS AGREEMENT. The parties each agree that this Master Development Agreement is not a grant of a franchise for any particular Restaurant, but this Agreement is an understanding of certain terms and conditions which, if fully satisfied, will result in the grant of a franchise in the future for the operation of a Restaurant in the defined Development Area. Franchise Owner also acknowledges that it will pay those fees provided herein or in the Franchise Agreement (Exhibit A) for each 8

Restaurant developed pursuant to that Franchise Agreement, as amended, and as modified by Section 1B above. 8. TRANSFER AND ASSIGNMENT. A. TRANSFER BY COMPANY. Company shall have the right to sell, assign, or transfer all or any part of its rights or obligations herein to any third party or legal entity provided, however, the rights, duties and obligations of the Company set forth under this Agreement shall be assumed by the purchaser or assignee. B. TRANSFER BY FRANCHISE OWNER. Franchise Owner and the Guarantor(s), if any, have been carefully selected by Company in reliance of their business skills, financial ability, personal character and their business experience in Franchise Development of the programs. Accordingly, this Development Agreement may not be sold, assigned, transferred, pledged, donated, mortgaged, or encumbered in any manner whatsoever by Franchise Owner without the express written approval of Company. Company shall have sole discretion in determining whether it will agree to any such transfer of this Agreement. Company reserves the right at all times, even though it may agree to an assignment or sale, to require Franchise Owner to enter into additional conditions and limitations of this Master Development Agreement before it effectuates such sale or assignment. C. CONTROL PERSON. If Franchise Owner is a corporation or partnership, or subsequently sells or assigns its rights, duties and obligations herein to a corporate entity, Franchise Owner or assignee shall designate one (1) and only one (1) person to make operational decisions on behalf of Franchise 9

Owner, and the person designated shall have the right to bind the Franchise Owner and will be the "Control Person." Any change in the "Control Person" will be deemed a transfer pursuant to Section 8B above. D. NON-WAIVER OF CLAIMS. The consent by Company to a transfer of interest in this Agreement shall not constitute a waiver of any claims against the Franchise Owner herein, nor shall it be deemed a waiver of Company's right to demand full compliance with any and all terms of this Agreement. E. SUB-FRANCHISING. Franchise Owner shall not (under any circumstances) have the right under this Agreement to "sub-franchise" others in the Development Area. F. NON-COMPETITION. Franchise Owner, its agents, employees, and representatives agree not to divulge any proprietary and/or confidential information to any person or company which information has been furnished or disclosed to him/her as a result of this Agreement. 9. RELOCATION OF RESTAURANT. Franchise Owner may relocate a Restaurant to another location within the Development Area upon approval by Company. A Restaurant relocated will not be credited as a new Restaurant for purposes of compliance with the development schedule herein, and Company and Franchise Owner will amend the Franchise Agreement accordingly, as directed by Company as to location of the Restaurant. 10

10. BANKRUPTCY OR INSOLVENCY - TERMINATION. If Franchise Owner makes an assignment for the benefit of creditors; files a petition in bankruptcy; admits to insolvency; or if a bankruptcy petition is filed against Franchise Owner and it is not opposed; or if Franchise Owner is adjudicated bankrupt or insolvent; or if a bill in equity or other proceeding for the appointment of a receiver for Franchise Owner or custodian for Franchise Owner's business or assets is filed and consented to by Franchise Owner, this Agreement shall be deemed terminated and all sums paid herein will be forfeited. 11. COMPANY'S APPROVAL, ADVICE, OR SERVICES. Company shall not, by virtue of any approvals, advice or services provided to Franchise Owner, assume responsibility or liability to Franchise Owner, or any third parties to which Company would not otherwise be subject. 12. SUITABILITY OF FRANCHISE OWNER. A. Franchise Owner shall employ an experienced Director of Operations who has the experience, reputation, and track record in the restaurant industry for Franchise Owner to meet its Development Schedule. The Company shall have a continuing right to approve or disapprove said Director of Operations or any replacement of said Director of Operations at Company's discretion. B. If Franchise Owner has been required to have a personal guarantor for this Development Agreement, it shall be deemed that such guarantor is CRITICAL, and the loss of or removal of such guarantor shall be grounds for revocation or termination of this Master Development Agreement unless another guarantor approved by the Company is substituted. 11

13. CONFIDENTIAL RELATIONSHIP. It is recognized that during the period of time prior to the execution of this Agreement, Franchise Owner may receive from Company certain confidential information of a proprietary nature. It is, therefore, agreed that the provision of the Franchise Agreement pertaining to confidentiality of information shall govern Franchise Owner's obligations and responsibilities respecting said information. 14. GOVERNING LAW. The law of the State of Florida shall govern the procedural and substantive rights of the parties hereto. 15. NOTICES. Franchise Owner shall receive any notices and information recited herein at the following address:

Company shall receive any notice and information recited herein at the following address: Roadhouse Grill, Inc. 4801 South University Drive, Suite 304 East Davie, Florida 33328 16. ENTIRE AGREEMENT. This Agreement and the attached Exhibits constitutes the complete understanding and agreement between the parties, and all prior negotiations, conversations, and representations of 12

each of the parties are hereby superseded and merged herein. This Agreement may only be amended in writing, duly executed by both parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. FRANCHISOR: ROADHOUSE GRILL, INC., a Florida corporation By:___________________________________ Title:________________________________ FRANCHISE OWNER:

By:___________________________________ Title:________________________________ 13

GUARANTORS: As an inducement to Company to enter into this Master Development Agreement with Franchise Owner, __________________ hereby unconditionally (and if more than one, jointly and severally) guarantee(s) the performance by Franchise Owner of all of Franchise Owner's obligations under this Master Development Agreement and each Franchise Agreement to be executed pursuant to the Master Development Agreement. 14

EXHIBIT 10.3 ROADHOUSE GRILL FRANCHISE AGREEMENT BETWEEN ROADHOUSE GRILL, INC. A FLORIDA CORPORATION (FRANCHISOR) AND A (FRANCHISEE) DATED: , 199 ROADHOUSE GRILL RESTAURANT [ADDRESS]

ROADHOUSE GRILL FRANCHISE AGREEMENT Between ROADHOUSE GRILL, INC. a Florida corporation (Franchisor) and a (Franchisee) Dated: , 199 Roadhouse Grill Restaurant [ADDRESS]

ROADHOUSE GRILL, INC. FRANCHISE AGREEMENT TABLE OF CONTENTS
SECTION NUMBER PAGE NUMBER 1. PREAMBLES, ACKNOWLEDGEMENTS AND GRANT OF FRANCHISE.......................................................1 A. PREAMBLES.......................................................................................1 B. ACKNOWLEDGEMENTS................................................................................1 C. GRANT OF FRANCHISE..............................................................................2 D. RIGHTS RESERVED BY THE COMPANY/PROTECTED AREA...................................................2 2. DEVELOPMENT OF RESTAURANT................................................................................2 A. SITE SELECTION..................................................................................2 B. LEASE OF PREMISES OF THE RESTAURANT.............................................................3 C. RESTAURANT DEVELOPMENT..........................................................................4 D. EQUIPMENT, FIXTURES, FURNISHINGS, STOREFRONT AND SIGNS..........................................4 E. RESTAURANT OPENING..............................................................................5 F. GRAND OPENING PROGRAM...........................................................................5 TRAINING A. B. C. D. AND GUIDANCE....................................................................................5 TRAINING........................................................................................5 GUIDANCE........................................................................................6 OPERATIONS MANUAL...............................................................................6 OPENING ASSISTANCE..............................................................................6

3.

4.

MARKS....................................................................................................6 A. OWNERSHIP AND GOODWILL OF MARKS.................................................................6 B. LIMITATIONS ON FRANCHISE OWNER'S USE OF MARKS...................................................7 C. DISCONTINUANCE OF USE OF MARKS..................................................................7 D. NOTIFICATION OF INFRINGEMENTS AND CLAIMS........................................................7 E. INDEMNIFICATION OF FRANCHISE OWNER..............................................................7 FEES.....................................................................................................8 A. FRANCHISE FEE...................................................................................8 B. ROYALTY FEE.....................................................................................8 C. DEFINITION OF "GROSS SALES".....................................................................8 D. INTEREST AND LATE PAYMENTS......................................................................8 E. APPLICATION OF PAYMENTS.........................................................................8 CONFIDENTIAL INFORMATION/EXCLUSIVE RELATIONSHIP..........................................................9 RESTAURANT IMAGE AND OPERATING STANDARDS................................................................10 A. CONDITION AND APPEARANCE OF THE RESTAURANT.....................................................10 B. RESTAURANT MENU................................................................................11 C. SALES OF PRODUCTS TO THE FRANCHISE OWNER'S AFFILIATES..........................................11 D. APPROVED PRODUCTS, DISTRIBUTORS AND SUPPLIERS..................................................11

5.

6. 7.

i

TABLE OF CONTENTS
SECTION NUMBER E. F. G. H. 8. PAGE NUMBER SPECIFICATIONS, STANDARDS AND PROCEDURES.......................................................13 COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES...............................................13 RESTAURANT MANAGEMENT AND PERSONNEL............................................................14 INSURANCE......................................................................................14

ADVERTISING AND PROMOTION...............................................................................15 A. ADVERTISING PRODUCTION FUND (APF)..............................................................15 B. ADVERTISING BY FRANCHISE OWNER.................................................................16 C. NATIONAL ADVERTISING FUND (NAF)................................................................16 ACCOUNTING, REPORTS AND FINANCIAL STATEMENTS............................................................17 INSPECTIONS AND AUDITS..................................................................................18 A. COMPANY'S RIGHT TO INSPECT THE RESTAURANT......................................................18 B. COMPANY'S RIGHT TO AUDIT.......................................................................18 TRANSFER................................................................................................19 A. BY THE COMPANY.................................................................................19 B. FRANCHISE OWNER MAY NOT TRANSFER WITHOUT APPROVAL OF THE COMPANY........................................................................................19 C. CONDITIONS FOR APPROVAL OF TRANSFER............................................................20 D. TRANSFER TO A CORPORATION OR PARTNERSHIP.......................................................21 E. DEATH OR DISABILITY OF FRANCHISE OWNER.........................................................22 F. EFFECT OF APPROVAL OF A TRANSFER...............................................................22 G. COMPANY'S RIGHT OF FIRST REFUSAL...............................................................22 H. PUBLIC OFFERINGS OF SECURITIES.................................................................23 EXPIRATION OF AGREEMENT.................................................................................23 A. FRANCHISE OWNER'S RIGHT TO ACQUIRE A SUCCESSOR FRANCHISE.......................................23 B. GRANT OF A SUCCESSOR FRANCHISE.................................................................24 C. AGREEMENTS/RELEASES............................................................................24 TERMINATION OF AGREEMENT................................................................................25 RIGHTS AND OBLIGATIONS OF THE COMPANY AND FRANCHISE OWNER UPON TERMINATION OR EXPIRATION OF THE FRANCHISE..............................................................26 A. PAYMENT OF AMOUNTS OWED TO THE COMPANY.........................................................26 B. DE-IDENTIFICATION..............................................................................27 C. CONFIDENTIAL INFORMATION.......................................................................28 D. COVENANT NOT TO COMPETE........................................................................28 F. CONTINUING OBLIGATIONS.........................................................................30

9. 10.

11.

12.

13. 14.

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TABLE OF CONTENTS
SECTION NUMBER PAGE NUMBER 15. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION.............................................................30 A. INDEPENDENT CONTRACTORS........................................................................30 B. NO LIABILITY FOR ACTS OF OTHER PARTY...........................................................30 C. TAXES..........................................................................................30 D. INDEMNIFICATION................................................................................31 16. ENFORCEMENT.............................................................................................31 A. SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS..............................................31 B. WAIVER OF OBLIGATIONS..........................................................................32 C. INJUNCTIVE RELIEF..............................................................................32 D. RIGHTS OF PARTIES ARE CUMULATIVE...............................................................33 E. COSTS AND ATTORNEYS' FEES......................................................................33 F. GOVERNING LAW/CONSENT TO JURISDICTION..........................................................33 G. BINDING EFFECT.................................................................................33 H. LIMITATIONS OF CLAIMS..........................................................................33 I. WAIVER OF PUNITIVE DAMAGES.....................................................................34 J. ARBITRATION....................................................................................34 K. DEFINITIONS....................................................................................34 NOTICES AND PAYMENTS....................................................................................35

17.

EXHIBIT A TO THE ROADHOUSE GRILL, INC. FRANCHISE AGREEMENT LOCATION OF THE PREMISES/PROTECTED AREA.............................................................................36 EXHIBIT B TO THE ROADHOUSE GRILL, INC. FRANCHISE AGREEMENT RESTAURANT LOCATION AREA...........................................................................................37 EXHIBIT C TO THE ROADHOUSE GRILL, INC. FRANCHISE AGREEMENT GUARANTY AND ASSUMPTION OF FRANCHISE OWNER'S OBLIGATIONS.........................................................38

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ROADHOUSE GRILL, INC. FRANCHISE AGREEMENT THIS AGREEMENT is made and entered into as of this ____ day of _____________, 199___, between ROADHOUSE GRILL, INC., a Florida corporation, with its principal office at 6600 North Andrews Avenue, Suite 160, Fort Lauderdale, Florida 33309 (the "Company"), and _______________________________________________________, whose principal address is _______________________________________________________________ (the "Franchise Owner"). 1. PREAMBLES, ACKNOWLEDGEMENTS AND GRANT OF FRANCHISE. A. PREAMBLES. The Company franchises certain steak restaurants, known as Roadhouse Grill Restaurants (the "Restaurants"), which feature steaks, vegetables, salads, beverages and certain other food products (the "Products") for consumer consumption through on-premises and carry-out sales. The Company uses and licenses certain trademarks, service marks and trade dress, including "Roadhouse Grill" and associated logo, and may hereafter adopt, use and license additional trademarks, service marks and trade dress (collectively, the "Marks") in conjunction with the operation of Restaurants. Restaurants operate under the Company's confidential and proprietary information, trade secrets, distinctive image, designs, business formats, methods, procedures, specifications and the Marks (collectively, the "System"), all of which may be further developed or otherwise modified by the Company from time to time. B. ACKNOWLEDGEMENTS. Franchise Owner acknowledges that it has read this Agreement and the Company's Uniform Franchise Offering Circular. Franchise Owner acknowledges that it understands and accepts the provisions of this Agreement as being reasonably necessary to maintain the Company's high standards of quality and service and the uniformity of those standards at Restaurants in order to protect and preserve the goodwill of the System and the Marks. Franchise Owner acknowledges that the restaurant business is a highly competitive industry, with constantly changing market conditions. Franchise Owner acknowledges that it has conducted an independent investigation of the restaurant business contemplated by the Agreement and recognizes that the nature of the business conducted by Restaurants may change over time, that an investment in a Restaurant involves business risks and that the success of the venture is largely dependent upon Franchise Owner's business abilities and efforts. The Company expressly disclaims the making of, and Franchise Owner acknowledges that it has not received or relied upon any representations of revenue, profits or success of the business venture contemplated by this Agreement. Franchise Owner further acknowledges that it has not received or relied upon any representations by the Company or its officers, directors, employees or agents that are contrary to the statements contained in the terms of this Agreement or in the Uniform Franchise Offering Circular delivered to it prior to the execution of this Agreement. Franchise Owner represents and warrants to the Company that his, her or its execution, delivery and performance of this Agreement 1

will not violate the terms and conditions of, and will not create a default under, any other contract or agreement to which Franchise Owner, any of Franchise Owner's shareholders or partners (if Franchise Owner is a corporation or partnership) or any member of his, her, its or their immediate families is subject to or is a party to such contract or agreement. Franchise Owner further represents to the Company, as an inducement to its entry into this Agreement, that it has made no misrepresentation in obtaining the franchise. C. GRANT OF FRANCHISE. Franchise Owner has applied for a franchise to own and operate a Restaurant at the premises identified in Exhibit A attached to this Agreement (the "Premises"). The Company has approved Franchise Owner in reliance upon all of its representations made in connection therewith. Subject to the provisions of this Agreement, the Company hereby grants to Franchise Owner a franchise to operate a Restaurant at the Premises, and to use the Marks in operation thereof, for a term of twenty (20) years, commencing on the date of this Agreement, unless sooner terminated by the Company in accordance with Section 13 hereof. Termination or expiration of this Agreement shall constitute a termination or expiration of the Franchise. Franchise Owner may not operate the Restaurant at any other site other than the Premises and may not relocate the Restaurant without the Company's prior written approval. If the Company approves the relocation of the Restaurant, it shall have the right to charge Franchise Owner for all expenses incurred in connection therewith. Franchise Owner agrees that it will at all times faithfully, honestly and diligently perform its obligations under this Agreement, that it will continuously exert its best efforts to promote and enhance the business of the Restaurant and that it will not engage in any other business or activity that may conflict with its obligations under this Agreement. D. RIGHTS RESERVED BY THE COMPANY/PROTECTED AREA. Except as otherwise provided the Company retains the right, in its sole discretion, to: (a) operate and grant others to operate or franchise other Restaurants at such locations and on such conditions as the Company deems appropriate outside of the Franchise Owner's Protected Area; and (b) sell Company Products utilizing the Marks through other retail outlets other than the Restaurants. The Protected Area defined in this Agreement relates to competition from other Restaurants. Provided Franchise Owner and its affiliates are in full compliance with all of the terms and conditions contained in this Agreement and contained in any other agreements with the Company or any of its affiliates, then during the term of this Agreement the Company will not operate (directly or through an affiliate) nor grant a franchise for the operation of any Restaurant to be located within the geographical area described in Exhibit A (the "Protected Area"). 2. DEVELOPMENT OF RESTAURANT. A. SITE SELECTION. If Franchise Owner has not located and the Company has not approved the site for the Premises of the Restaurant at the time of execution of this Agreement, Franchise Owner agrees to locate, within one hundred twenty (120) days after the date of this Agreement, a site suitable for the operation of a Restaurant and acceptable to the Company within 2

the geographical area designated on Exhibit B hereof (the "Area"). Franchise Owner must submit a site report, in the form specified by the Company, for the proposed site within the Area that meets the Company's standard site selection criteria for demographic characteristics, traffic patterns, parking, character of neighborhood, competition from other businesses within the Area, the proximity to other businesses, the nature of other businesses in proximity to the site and other commercial characteristics, and the size, appearance and other physical characteristics of the Premises. The Company agrees to expend such time and effort and incur such expense as may reasonably be required to inspect the site Franchise Owner proposes. The Company will, at its sole discretion, approve or disapprove of the proposed site for the Restaurant and notify Franchise Owner thereof within thirty (30) days after the Company receives the complete site report and other materials the Company requests containing all information the Company reasonably requires. If Franchise Owner is unable to locate an acceptable site within the time specified above, the Company may terminate this Agreement at any time thereafter. Upon such termination, and provided that Franchise Owner shall have executed general releases, in form and substance satisfactory to the Company of any and all claims against the Company and its affiliates and each of their respective officers, directors, employees and agents, the Company shall refund (without interest) the franchise fee that Franchise Owner has paid the Company pursuant to Section 5A of this Agreement, less actual expenses the Company has incurred in connection with its review of sites proposed by Franchise Owner. FRANCHISE OWNER ACKNOWLEDGES AND AGREES THAT THE COMPANY'S APPROVAL OF A PROPOSED SITE AND ANY INFORMATION COMMUNICATED TO FRANCHISE OWNER REGARDING THE PROPOSED SITE SHALL NOT CONSTITUTE A WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SUITABILITY OF THE PROPOSED SITE FOR A RESTAURANT OR FOR ANY OTHER PURPOSE, AND THE COMPANY'S SELECTION OR APPROVAL OF SUCH SITE MERELY SIGNIFIES THAT THE COMPANY IS WILLING TO GRANT A FRANCHISE FOR A RESTAURANT AT SUCH PROPOSED SITE. FRANCHISE OWNER FURTHER ACKNOWLEDGES AND AGREES THAT ITS ACCEPTANCE OF A RESTAURANT FRANCHISE AT THE PROPOSED SITE SHALL BE BASED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION OF THE SUITABILITY OF SUCH PROPOSED SITE FOR A RESTAURANT. B. LEASE OF PREMISES OF THE RESTAURANT. Franchise Owner shall, within one hundred twenty (120) days after the execution of this Agreement, lease, sublease or purchase the Premises for the Restaurant. The Company shall have the right to approve the terms of any lease, sublease or purchase contract for the Premises and Franchise Owner agrees to deliver a copy thereof to the Company for its approval prior to Franchise Owner's execution. Any lease or sublease for the Premises shall, in form satisfactory to the Company: (a) provide for notice to the Company of, and the Company's right to cure, Franchise Owner's default under said lease or sublease; (b) provide for Franchise Owner's right to assign to the Company its interest under said lease or sublease without the lessor's or sublessor's consent; and (c) authorize the lessor or sublessor to disclose to the Company sales information Franchise Owner furnishes. Franchise Owner agrees that it will not execute a lease, sublease or purchase contract which the Company has, for any reason, disapproved. Franchise Owner shall deliver a copy of the signed lease, sublease or purchase contract to the Company within five (5) days after its execution. If the Company so requires, Franchise Owner agrees that it will, in a form satisfactory to the Company as security for Franchise Owner's timely 3

performance of all Franchise Owner's covenants and obligations under this Agreement, secure the consent of the lessor or sublessor of the Premises to such collateral assignment. C. RESTAURANT DEVELOPMENT. Franchise Owner shall be responsible for developing the Restaurant. The Company will furnish to Franchise Owner mandatory and suggested specifications and layouts for a Restaurant, including requirements for dimensions, design, image, interior layout, decor fixtures, equipment, signs, furnishings, storefront and color scheme. It shall be Franchise Owner's responsibility to have prepared all required construction plans and specifications to suit the shape and dimensions of the Premises. Franchise Owner must insure that such plans and specifications comply with the applicable ordinances, building codes and permit requirements and with lease requirements and restrictions. Franchise Owner shall submit construction plans and specifications to the Company for its approval before construction of the Restaurant is commenced and shall, upon the Company's request, submit all revised or "as built" plans and specifications during the course of such construction. All construction must be in accordance with construction plans and specifications the Company approves and comply in all respects with applicable laws, ordinances and local rules and regulations. The Company may furnish guidance to Franchise Owner in developing the Restaurant and may periodically inspect the Premises during its development. Franchise Owner agrees, at its sole expense, to do or cause to be done the following within one hundred twenty (120) days after the execution of the lease, sublease or purchase contract for the Premises of the Restaurant: (1) secure all financing required to develop the Restaurant fully; (2) obtain all required building, utility, sign, health, sanitation, business and other permits and licenses; (3) construct all required improvements to the Premises and decorate the Restaurant in compliance with plans and specifications approved by the Company; (4) purchase or lease and install all required fixtures, equipment, furnishings and signs required for the Restaurant; and (5) purchase an opening inventory of authorized and approved products and other materials and supplies. D. EQUIPMENT, FIXTURES, FURNISHINGS, STOREFRONT AND SIGNS. Franchise Owner agrees to use in the development and operation of the Restaurant only those fixtures, furnishings, equipment, storefront and signs that the Company has approved for Restaurants as meeting its specifications and standards for quality, design, appearance, function and performance. Franchise Owner further agrees to place or display at the Premises (interior and exterior) only such signs, emblems, lettering, logos and display materials that the Company approves in writing from time to time. Franchise Owner shall purchase or lease approved brands, types or models of fixtures, furnishings, equipment, storefront and signs only from suppliers designated or approved by the Company. If Franchise Owner proposes to purchase, lease or otherwise use any fixture, furnishings, equipment, storefront or sign which is not then approved by the Company, Franchise Owner shall 4

first notify the Company in writing and shall submit to the Company in writing, upon its request, sufficient specifications, photographs, drawings and/or other information or samples for a determination whether such fixture, furnishings, equipment, storefront and/or sign complies with the Company's specifications and standards. E. RESTAURANT OPENING. Franchise Owner agrees not to open the Restaurant for business until: (a) all of Franchise Owner's obligations under Section 2C have been fulfilled; (b) the Company determines that the Restaurant has been constructed, decorated, furnished, equipped and stocked with materials and supplies in accordance with approved plans and specifications; (c) pre-opening training of Restaurant managers and other personnel has been completed to the Company's satisfaction; (d) the franchise fee and other amounts due to the Company have been paid; and (e) the Company has been furnished with copies of all insurance policies required by Section 7G of this Agreement, or such other evidence of insurance coverage and payment of premiums as the Company requests, and with certification that all have been obtained. Franchise Owner agrees to comply with these conditions and to open the Restaurant for business on the earlier of one hundred twenty (120) days after the Company's approval of the site for the Restaurant or the date specified for opening the Restaurant contained in the lease for the Premises. F. GRAND OPENING PROGRAM. If requested by the Company, Franchise Owner shall conduct a grand opening advertising and promotional program for the Restaurant within sixty (60) days after the opening of the Restaurant. The Company shall furnish guidance to Franchise Owner with respect to grand opening advertising and promotion as the Company deems appropriate. 3. TRAINING AND GUIDANCE. A. TRAINING. Prior to the opening, the Company shall designate and furnish a training program on the operation of a Restaurant. The training program will include classroom instruction and training at the Company's training facilities in the Davie, Florida area and at a Restaurant nearby. Classroom instruction and training includes: management skills and on-the-job proficiency training to insure the Company's standards of quality and consistency, and shall last at least eight (8) weeks. Franchise Owner may attend, and shall designate at least three (3) manager trainees and a meat cutter to attend the Company's training program. Franchise Owner shall be responsible for all compensation, insurance, travel and living expenses which Franchise Owner and its trainees incur in connection with the training program. All manager trainees shall be required to complete all phases of the training program to the Company's satisfaction. If such trainees complete the training program to the Company's satisfaction, the Company shall issue to Franchise Owner certificates of completion for such trainees ("Certified Managers"). If the Restaurant subsequently receives inspection reports from the Company which are unsatisfactory to the Company in any manner, the Company may require Franchise Owner's Certified Managers to attend refresher courses at locations designated by the Company or the Company will offer the training program to new manager trainees subsequent to the opening of the Restaurant. 5

B. GUIDANCE. The Company shall advise Franchise Owner from time to time of any operating problems of the Restaurant disclosed by reports submitted to or inspections made by the Company and shall furnish to Franchise Owner guidance in connection with: (a) methods, standards and operating procedures utilized by Restaurants; (b) purchasing approved fixtures, furnishings, equipment, signs, supplies and Products; (c) advertising and promotional programs; and (d) employee training and general operating and management procedures. Such guidance shall, in the Company's discretion, be furnished in a form found in the Company's confidential operations manual ("Operations Manual"), bulletins and other written materials, telephone conversations and/or consultations at the Company's offices or at the Restaurant. C. OPERATIONS MANUAL. The Company will loan to Franchise Owner during the term of this Agreement two (2) copies of the Operations Manual at no cost. The Operations Manual contains mandatory and suggested specifications, standards and operating procedures prescribed from time to time by the Company for Restaurants and information relating to Franchise Owner's obligations under this Agreement. Franchise Owner agrees to comply fully with such obligations and mandatory specifications. The Operations Manual may be modified from time to time to reflect changes in the image, specifications, standards, procedures, approved products and supplies of a Restaurant, provided that no such addition or modification shall alter Franchise Owner's fundamental status and rights under this Agreement. Franchise Owner shall keep its copy of the Operations Manual current. If a dispute relating to the contents of the Operations Manual develops, the master copy maintained by the Company at its principal office shall control. If an Operations Manual is lost, stolen or destroyed, Franchise Owner may receive a new manual at a deposit price set by the Company not to exceed $100.00. Such deposit shall be refunded upon termination of this Agreement. The Operations Manual remains the property of the Company. D. OPENING ASSISTANCE. The Company will provide Franchise Owner with such opening assistance as it deems necessary to effectively open the Restaurant and supplement general operating and management procedures. 4. MARKS. A. OWNERSHIP AND GOODWILL OF MARKS. Franchise Owner acknowledges that its right to use the Marks is derived solely from this Agreement and is limited to its conduct of business pursuant to and in compliance with this Agreement. Any unauthorized use of the Marks by Franchise Owner shall constitute a breach of this Agreement and an infringement of the Company's rights in and to the Marks. Franchise Owner acknowledges and agrees that its usage of the Marks and any goodwill established thereby shall inure to the Company's exclusive benefit and that this Agreement does not confer any goodwill or other interest in the Marks upon Franchise Owner. All provisions of this Agreement applicable to the Marks shall apply to any additional trademarks, service marks and trade dress hereafter authorized for use by and licensed to Franchise Owner by the Company. 6

B. LIMITATIONS ON FRANCHISE OWNER'S USE OF MARKS. Franchise Owner agrees to use the Marks as the sole identification of the Restaurant, provided that Franchise Owner shall identify itself as the independent owner thereof in the manner prescribed by the Company. Franchise Owner shall not use any Mark as part of any corporate or trade name or with any prefix, suffix or other modifying words, terms, designs or symbols, or in any modified form, nor may Franchise Owner use any Mark in connection with the performance or sale of any unauthorized services or products or in any other manner not expressly authorized in writing by the Company. Franchise Owner agrees to prominently display the Marks at the Restaurant, or on supplies or materials designed by the Company and in connection with packaging materials, forms, labels and advertising and marketing materials. All Marks shall be displayed in the manner prescribed by the Company. Company is required by law to control the quality of the goods and services offered through use of its Marks, and Franchise Owner acknowledges that compliance with this Section is a necessary condition to Franchise Owner's continued use of the Marks. Franchise Owner agrees to execute any and all instruments and documents, render such assistance and do such acts and things as may, in the opinion of the Company's counsel, be necessary or advisable to protect and maintain the Company's interests in any litigation or U.S. Patent and Trademark Office or other proceedings or otherwise to protect and maintain the Company's interest in the Marks. C. DISCONTINUANCE OF USE OF MARKS. If it becomes advisable at any time, in the Company's sole discretion, for the Company and/or Franchise Owner to modify or discontinue use of any Mark and/or use one or more additional or substitute trademarks or service marks, Franchise Owner agrees to comply with the Company's directions to modify or otherwise discontinue the use of such Mark within a reasonable time after notice thereof by the Company, and the Company shall have no liability or obligation with respect to Franchise Owner's modification or discontinuance of any Mark. D. NOTIFICATION OF INFRINGEMENTS AND CLAIMS. Franchise Owner shall immediately notify the Company of any apparent infringement of or challenge to Franchise Owner's use of any Mark, or claim by any person of any rights in any Mark and Franchise Owner shall not communicate with any person other than the Company or its counsel in connection with any such infringement, challenge or claim. E. INDEMNIFICATION OF FRANCHISE OWNER. The Company agrees to indemnify Franchise Owner against and to reimburse Franchise Owner for all damages for which it is held liable in any proceeding arising out of its authorized use of any Mark pursuant to and in compliance with this Agreement and for all costs it reasonably incurs in defending any such claim brought against it or any proceeding in which it is named as a party, providing that Franchise Owner has timely notified the Company of such claim or proceeding and has otherwise complied with this Agreement. The Company, at its discretion, shall be entitled to defend any proceeding arising out of Franchise Owner's use of any Mark pursuant to this Agreement, and the Company shall have no obligation to indemnify or reimburse Franchise Owner with respect to any fees or disbursement of any counsel retained by Franchise Owner. 7

5. FEES. A. FRANCHISE FEE. Franchise Owner shall pay the Company a nonrecurring franchise fee in the amount of Thirty Thousand Dollars ($30,000.00). Franchise Owner shall pay this franchise fee to the Company upon execution of this Agreement. This fee shall be fully earned by the Company when paid and, except as provided in Section 2A of this Agreement, is nonrefundable. B. ROYALTY FEE. Franchise Owner agrees to pay the Company a monthly royalty fee in an amount to be determined by the Company which shall not exceed four and one-half percent (4.5%) of the Gross Sales (as defined in Section 5C) of the Restaurant, payable on or before the tenth (10th) day of the month following the month for which they are due. C. DEFINITION OF "GROSS SALES". As used in this Agreement, the term "Gross Sales" shall mean and include the aggregate amount of all sales of food, beverages and other products sold and services rendered in connection with the Restaurant, including monies derived at or away from the Restaurant, whether for cash or credit, but excluding: (a) all Federal, state or municipal sales or service taxes collected from customers and paid to the appropriate taxing authority; (b) all customer refunds and adjustments and promotional discounts made by the Restaurant; and (c) employee meal credits and discounts. D. INTEREST AND LATE PAYMENTS. All royalty fees, Advertising Production Fund and National Advertising Fund contributions (as provided in Sections 8A and 8C), amounts due for purchases by Franchise Owner from the Company or its affiliates and other amounts which Franchise Owner owes to the Company or its affiliates shall bear interest ten (10) days after their due date at the highest applicable legal rate for open account business credit, not to exceed one and one-half percent (1.5%) per month. Franchise Owner acknowledges that this Section shall not constitute the Company's agreement to accept such payments after they are due or a commitment by the Company to extend credit to, or otherwise finance Franchise Owner's operation of the Restaurant. Further, Franchise Owner acknowledges that its failure to pay all amounts when due shall constitute grounds for termination of this Agreement, as provided in Section 13 hereof, notwithstanding the provisions of this Section. E. APPLICATION OF PAYMENTS. Notwithstanding any designation by Franchise Owner, the Company shall have sole discretion to apply any payments by Franchise Owner to any of its past due indebtedness for royalty fees, Advertising Production Fund and National Advertising Fund contributions, purchases from the Company or its affiliates, interest or any other indebtedness. However, if any payment to any fund is a matter in dispute then Franchise Owner may request in writing that the designation of the payment not be applied to disputed amount. 8

6. CONFIDENTIAL INFORMATION/EXCLUSIVE RELATIONSHIP. The Company possesses certain proprietary and confidential information relating to the operation of Restaurants, which includes the ingredients, formulas, recipes and methods of preparation of certain food products sold at Restaurants, and methods, techniques, formats, specifications, systems, procedures, methods of business management, sales and promotional techniques and knowledge of and experience in the operation and franchise of Restaurants (the "Confidential Information"). The Company will disclose the Confidential Information to Franchise Owner in furnishing to Franchise Owner the training program and subsequent training, the Operations Manual and in guidance furnished to Franchise Owner during the term of this Agreement. Franchise Owner acknowledges and agrees that it will not acquire any interest in the Confidential Information, other than the right to utilize it in the operation of the Restaurant during the term of this Agreement, and that the use or duplication of the Confidential Information in other business would constitute an unfair method of competition. Franchise Owner acknowledges and agrees that the Confidential Information is proprietary, may involve trade secrets of the Company and is disclosed to Franchise Owner solely on the condition that Franchise Owner agrees, and Franchise Owner does hereby agree, that it shall: (a) not use the Confidential Information in any other business or capacity; (b) maintain the absolute confidentiality of the Confidential Information during and after the term of this Agreement; (c) not make unauthorized copies of any portion of the Confidential Information disclosed in written form; and (d) adopt and implement all reasonable procedures that the Company prescribes from time to time to prevent unauthorized use or disclose of the Confidential Information including, without limitation, restrictions on disclosure thereof to its employees and the use of nondisclosure agreements with employees, including, without limitation, Certified Managers who have access to the Confidential Information. Notwithstanding anything to the contrary contained in this Agreement and provided Franchise Owner shall have obtained the Company's prior written consent, which consent shall not be unreasonably withheld, the restrictions on Franchise Owner's disclosure and use of the Confidential Information shall not apply to the following: (1) information, processes or techniques which are generally known in the restaurant industry, other than through disclosure (whether deliberate or inadvertent) by Franchise Owner; and (2) disclosure of the Confidential Information in judicial or administrative proceedings to the extent that Franchise Owner is legally compelled to disclose information, provided Franchise Owner shall have used its best efforts and shall have afforded the Company the opportunity to obtain an appropriate protective order or other assurance satisfactory to the Company of confidential treatment for the information required to be so disclosed. Franchise Owner acknowledges and agrees that the Company would be unable to protect the Confidential Information against unauthorized use or disclosure and would be unable to encourage a free exchange of ideas and information among Restaurants if Franchise Owners of Restaurants were permitted to hold interests in or perform services for any competitive businesses. Franchise Owner therefore agrees that, during the term of this Agreement, neither Franchise Owner, any of Franchise Owner's shareholders or partners (in the event Franchise Owner is a corporation or partnership) nor any member of his, her or their immediate families shall: (A) have any direct or 9

indirect interest or beneficial ownership in any other restaurant business serving or selling steak as the main menu item in conjunction with other principal products then being offered in Restaurants; (B) perform services as a director, officer, manager, employee, consultant, representative, agent or otherwise for any other restaurant business serving or selling steak as the main menu item in conjunction with other principal products then being offered in Restaurants; or (C) have any direct or indirect interest in any entity which has granted or is granting franchises or licenses to others to operate any other restaurant business serving or selling steak as the main menu item in conjunction with other principal products then being offered in Restaurants. Notwithstanding the foregoing, Franchise Owner shall not be prohibited from operating other Restaurants under franchise agreements with the Company nor from owning securities in a company engaged in such competitive activities, if such securities are listed on a stock exchange or traded on the over-the-counter market and represent five percent (5%) or less of that class of securities. Franchise Owner agrees that the Company and its affiliates shall have the perpetual right to use and authorize other Restaurants to use, and Franchise Owner shall fully and promptly disclose to the Company, all ideas, concepts, formulas, recipes, methods and techniques relating to the development and/or operation of a Restaurant during the term of this Agreement. Franchise Owner acknowledges that such ideas, concepts, formulas, recipes, methods and techniques shall be the Company's sole property, and the Franchise Owner shall not be entitled to any compensation whatsoever for the same. 7. RESTAURANT IMAGE AND OPERATING STANDARDS. A. CONDITION AND APPEARANCE OF THE RESTAURANT. Franchise Owner agrees that: (1) neither the Restaurant nor the Premises will be used for any purpose other than the operation of a Restaurant in compliance with this Agreement; (2) Franchise Owner will maintain the condition and appearance of the Restaurant, its equipment, fixtures, furnishings, signs and vehicles, and the Premises in accordance with the Company's standards and specifications and consistent with the image of a Restaurant as a clean, sanitary, attractive and efficiently operated restaurant offering high quality food, beverages and other products and courteous and helpful service. Without limiting the foregoing, Franchise Owner acknowledges that the building decor and signage are an integral part of Roadhouse Grill Restaurants and agrees to conduct such maintenance in connection with such building decor and signage; (3) Franchise Owner will perform such maintenance of the Restaurant and the Premises as the Company requires from time to time to maintain such condition, appearance and efficient operation including, without limitation: (a) continuous and thorough cleaning and sanitation of the interior and exterior of the Restaurant; 10

(b) interior and exterior repair of the Restaurant; (c) replacement of worn out or obsolete fixtures, furnishings, equipment, storefront and signs with approved improvements, fixtures, furnishings, equipment, storefront and signs; and (d) periodic painting and decorating; (4) Franchise Owner will upgrade and/or remodel the Restaurant pursuant to plans and specifications provided by the Company; provided however, that the Company will not require substantial remodeling more often than seven (7) years during the term hereof when required uniformly of all Franchise Owners; (5) Franchise Owner will place or display at the Premises (interior or exterior) only such signs, emblems, lettering, logos and display and advertising materials that the Company approves in writing from time to time; and (6) Franchise Owner will not make any material alterations to the Premises or to the appearance of the Restaurant as originally developed without the Company's prior written consent. If Franchise Owner does not maintain the condition and appearance of the Restaurant as herein required, the Company may, upon not less than thirty (30) days' written notice to Franchise Owner: (A) arrange for the necessary cleaning or sanitation, repair, remodeling, upgrading, painting or decorating; or (B) replace the necessary fixtures, furnishings, equipment, storefront or signs. Franchise Owner shall pay the entire cost thereof on or before the fifth (5th) day following the receipt of a bill thereof from the Company. B. RESTAURANT MENU. Franchise Owner agrees that the Restaurant shall offer for sale all food and beverage products and the on-premises consumption, carry-out and delivery services that the Company authorizes from time to time. Franchise Owner further agrees that the Restaurant shall not offer for sale or sell any other products or services at or from the Restaurant or use the Premises for any other purpose other than the operation of the Restaurant. C. SALES OF PRODUCTS TO THE FRANCHISE OWNER'S AFFILIATES. With respect to sales of products and services to affiliates of the Franchise Owner, if any, such sales shall be on terms and conditions regularly applicable to nonaffiliated customers of the Franchise Owner, which in all cases shall be arm's-length. D. APPROVED PRODUCTS, DISTRIBUTORS AND SUPPLIERS. The reputation and goodwill of Restaurants are based upon, and can only be maintained by, the sale of distinctive, high quality food products and beverages and the presentation, packaging and service of such products in an efficient and appealing manner. The Company may develop certain proprietary food products which will be prepared by or for the Company according to the Company's proprietary 11

special recipes and formulas. The Company also has developed standards and specifications for other food products, ingredients, seasonings, mixes, marinades, beverages, materials and supplies incorporated in or used in the preparation, cooking, serving, packaging and delivery of prepared food products authorized for sale at Restaurants. The Company may approve suppliers and distributors of the foregoing products that meet its standards and requirements including, without limitation, standards and requirements relating to product quality, prices, consistency, reliability, financial capability, labor and customer relations. Franchise Owner agrees that the Restaurant will: (a) purchase the Company's food products developed by the Company pursuant to a special recipe or formula only from the Company or a third party designated and licensed by the Company to prepare and sell such products; and (b) purchase from distributors and other suppliers approved by the Company all other goods, food products, ingredients, spices, seasonings, mixes, marinades, beverages, materials, equipment and suppliers (used in the preparation of the Products) and menus, forms, paper and plastic products, packaging or other materials that meet the Company's standards and specifications. The Company may from time to time modify the list of approved brands and/or suppliers, and Franchise Owner shall not, after receipt in writing of such modification, reorder any brand from any supplier which is no longer approved. The Company may approve a single distributor or other supplier for any product or special equipment and may approve a distributor or other supplier only as to certain products. The Company may concentrate purchases with one or more distributors or suppliers to obtain lower prices and/or the best advertising support and/or services for any group of Restaurants franchised or operated by the Company. Approval of a distributor or other supplier may be conditioned on requirements relating to the frequency of delivery, standards of service, including prompt attention to complaints, or other criteria, and concentration of purchases, as set forth above, and may be temporary pending a further evaluation of such distributor or other supplier by the Company. The Company may establish Company or affiliate owned and operated food commissaries and distribution facilities which the Company may designate as an approved distributor or supplier. Franchise Owner shall notify the Company and submit to the Company such information, specifications and samples as the Company requests if the Franchise Owner proposes to purchase any products, packaging or other materials or utensils from a distributor or other supplier whom the Company has not previously approved. The Company shall notify Franchise Owner within sixty (60) days whether the Franchise Owner is authorized to purchase such products from such distributor or other supplier. Franchise Owner shall at all times maintain an inventory of approved food products, beverages, ingredients and other products sufficient in quantity and variety to realize the full potential of the Restaurant. The Company may, from time to time, conduct market research and testing to determine consumer trends and the stability of new food products and service. Franchise Owner agrees to cooperate by participating in the Company's customer survey and market research programs, provided the costs are reasonable. 12

E. SPECIFICATIONS, STANDARDS AND PROCEDURES. The Company shall endeavor to maintain the high standards of quality and service at all Restaurants it operates and franchises. Franchise Owner agrees to cooperate with the Company by maintaining such high standards in the operation of the Restaurant. Franchise Owner further agrees to comply with all mandatory specifications, standards and operating procedures (whether contained in the Operations Manual or any other written communication to Franchise Owner) relating to the appearance, function, cleanliness and operation of the Restaurant, including but not limited to: (a) type, quality, taste, weight, dimensions, ingredients, uniformity, cooking methods, manner of preparation and sale of all food products and beverages sold by the Restaurant and all other products used in the packaging and sale thereof; (b) sales and marketing procedures and customer service; (c) advertising and promotional programs; (d) layout, decor and color scheme of the Restaurant; (e) appearance and dress of employees; (f) safety, maintenance, appearance, cleanliness, sanitation, standards of service and operation of the Restaurant; (g) submission of requests for approval of brands of Products, supplies and suppliers; (h) use and illumination of signs, posters, displays, standard formats and similar items; (i) identification of Franchise Owner as the owner of the Restaurant; (j) types of fixtures, furnishings, equipment and signs; (k) delivery and service; and (l) days and hours of operation. Mandatory specifications, standards and operating procedures that the Company prescribes from time to time in the Operations Manual, or otherwise communicated to Franchise Owner in writing, shall constitute provisions of this Agreement as if fully set forth herein. All references herein to this Agreement shall include these mandatory specifications, standards and operating procedures. F. COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES. Franchise Owner shall secure and maintain in force in its name all required licenses, permits and certificates relating to the operation of the Restaurant and shall transmit a copy of all such licenses, certificates, and permits to the Company within ten (10) days after their receipt by Franchise Owner. Franchise Owner shall operate the Restaurant in full compliance with all applicable laws, ordinances and regulations including, without limitation, all laws governing the sale of alcoholic beverages, all government regulations relating to handling of food products, occupational hazards and health, workers' compensation insurance, unemployment insurance and withholding and payment of Federal and state income taxes, social security taxes and sales taxes. All advertising and promotion by Franchise Owner shall be completely factual and shall conform to the highest standards of ethical advertising. Franchise Owner shall in all dealings with its customers, suppliers and the public adhere to the highest standards of honesty, integrity, fair dealing and ethical conduct. Franchise Owner agrees to refrain from any business or advertising practice which may be injurious to the business of the Company and the goodwill associated with the Marks and other Restaurants. Franchise Owner shall notify the Company in writing within five (5) days after the commencement of: (a) any action, suit or proceeding, or the issuance of any order, written injunction, award or decree of any court, agency or other governmental instrumentality, which may adversely affect the operation or financial condition of Franchise Owner or the Restaurant; or (b) of any notice or violation of any law, ordinance or regulation relating to health, sanitation or the possession or sale of alcoholic beverages at the Restaurant. 13

G. RESTAURANT MANAGEMENT AND PERSONNEL. The Restaurant shall at all times be under the direct, on-premises supervision of a Certified Manager who has satisfactorily completed the Company's training program. Franchise Owner (or their designee) shall remain active in overseeing the operations of the Restaurant. Franchise Owner (or their designee) shall hire all employees of the Restaurant and be exclusively responsible for the terms of their employment and compensation and for the proper training of such employees in the operation of the Restaurant. Franchise Owner shall establish at the Restaurant an employee training program meeting the standards prescribed by the Company. Franchise Owner shall require all employees to maintain a neat and clean appearance and to conform to the standards of dress and/or uniforms specified by the Company from time to time for the Restaurants. Franchise Owner shall not recruit or hire any current employee of the Company, its affiliates or another Franchise Owner of the Company without obtaining the prior written permission of the Company, its affiliates or Franchise Owner. H. INSURANCE. During the term of this Agreement, Franchise Owner, at its sole expense, shall maintain in force policies of insurance issued by carriers approved by the Company: (a) comprehensive general liability insurance including, but not limited to, coverage for personal injury and product liability, and motor vehicle (franchisee-owned vehicles) liability with a combined single limit of One Million Dollars ($1,000,000.00) against claims for bodily and personal injury, death and property damages caused by or occurring in conjunction with the operation of the Restaurant or the conduct of business by Franchise Owner pursuant to the Franchise; (b) general casualty insurance including fire and extended coverage, vandalism and malicious mischief insurance for the replacement value of the Restaurant and its contents; (c) all insurance required by the terms of the lease of the Premises; and (d) builder's risk insurance on a completed value non-reporting basis during the period of any construction or remodeling of the Restaurant. Such insurance may be maintained in such amounts as the Company specifies from time to time. The Company may periodically increase the amounts of coverage required under such insurance policies and require different or additional kinds of insurance at any time, including excess liability insurance, to reflect inflation, identification of new risks, changes of law or standards of liability, higher damage awards or other relevant changes in circumstances. Each insurance policy shall name the Company and its affiliates as additional insureds and shall provide for thirty (30) days' prior written notice to the Company of any material modification, cancellation or expiration of such policy. Franchise Owner shall furnish Company with a copy of the policy. Prior to the expiration of the term of each insurance policy, Franchise Owner shall furnish the Company with a copy of each insurance policy to be maintained by the Franchise Owner for the immediately following term, evidence of payment of the premium therefore and certificates of insurance for each policy. If Franchise Owner fails or refuses to maintain required insurance coverage, or to furnish satisfactory evidence thereof and the payments of the premiums therefor, the Company, at its option and in addition to its other rights and remedies hereunder, may obtain such insurance coverage on behalf of the Franchise Owner. Franchise Owner shall fully cooperate with the Company in its effort to obtain or maintain any such insurance policies, promptly execute all forms or instruments required to obtain or maintain any such insurance, allow any inspections of the 14

Restaurant or vehicles and pay to the Company, on demand, any costs and premiums incurred by the Company. Franchise Owner's obligations to maintain insurance coverage as herein described shall not be affected in any manner by reason of any separate insurance. 8. ADVERTISING AND PROMOTION. A. ADVERTISING PRODUCTION FUND (APF). Recognizing the value of advertising to the goodwill and public image of the Restaurants, the Company will establish, maintain and administer an Advertising Production Fund (APF) for the creation and development of such advertising and related programs and materials as the Company may deem appropriate in its sole discretion. Franchise Owner shall contribute to the APF an amount to be determined by the Company which shall not exceed three-quarters of one percent (0.75%) of Gross Sales of the Restaurant, payable monthly together with the royalty fees due under this Agreement. Restaurants owned by the Company and its affiliates shall contribute to the APF on the same basis as Franchise Owner. The Company shall direct all marketing programs financed by the APF, with sole discretion over the creative concepts, materials and endorsements used therein. Franchise Owner agrees that the APF may be used to pay the costs of preparing and producing such marketing materials and programs as the Company may determine, including video, audio and written advertising materials, employing advertising agencies; and supporting market research activities. The Company may furnish Franchise Owner with marketing, advertising and promotional materials at the Company's cost of producing them, plus any related administrative, shipping, handling and storage charges. The APF shall be accounted for separately from the Company's other funds and shall not be used to defray any of the Company's general operating expenses, except for such reasonable salaries, administrative costs and overhead as the Company may incur in activities reasonably related to the administration of the APF and its marketing programs including, without limitation, conducting market research, preparing advertising and marketing materials and collecting and accounting for contributions to the APF. The Company may spend in any fiscal year an amount greater or less than the aggregate contribution of all Restaurants to the APF in that year and the APF may borrow from the Company or other lenders to cover deficits of the APF or cause the APF to invest any surplus for future use by the APF. A statement of monies collected and costs incurred by the APF shall be prepared annually by the Company and shall be furnished to Franchise Owner upon written request. The Company will have the right to cause the APF to be incorporated or operated through an entity separate from the Company at such time as the Company deems appropriate, and such successor entity shall have all rights and duties of the Company pursuant to this Section. Except as expressly provided in this Section, the Company assumes no direct or indirect liability or obligation to Franchise Owner with respect to the maintenance, direction or administration of the APF. 15

The Company reserves the right, in its sole discretion, to suspend contributions to and operation of the APF for one or more periods that it determines to be appropriate and the right to terminate the APF upon thirty (30) days' written notice to Franchise Owner. All unspent monies on the date of termination shall be distributed to the Company's Franchise Owners in proportion to their respective contributions to the APF during the preceding twelve (12)-month period. The Company has the right to reinstate the APF upon the same terms and conditions set forth herein upon thirty (30) days' prior written notice to Franchise Owner. B. ADVERTISING BY FRANCHISE OWNER. In addition to Franchise Owner's contributions to the APF specified in Section 8A, Franchise Owner agrees to spend annually for advertising and promotion of the Restaurant an amount equal to at least three percent (3%) of the Gross Sales of the Restaurant during each fiscal year. For purposes of the foregoing minimum advertising requirements the advertising expenditures shall include: (a) amounts contributed to advertising cooperatives established pursuant to this Section; and (b) amounts expended for advertising media such as television, radio, newspaper, billboards, magazines, posters, direct mail, yellow pages, sports program booklet advertising, collateral promotional and novelty items (E.G., matchbooks, pens, pencils, bumper stickers), advertising on public vehicles, such as cabs and busses, and, if not provided by the Company, the cost of producing approved materials necessary to participate in these media, including advertising agency commissions related to the production of such advertising. Prior to their use, samples of all advertising and promotional materials not prepared or previously approved by the Company and which vary from the Company's standard advertising and promotional materials shall be submitted to the Company for its prior written approval. Franchise Owner shall not use any advertising or promotional materials that the Company has disapproved. If the Company establishes a regional advertising cooperative for Roadhouse Grill Restaurants in Franchise Owner's local or regional area, as designated by the Company in its sole discretion, the Franchise Owner agrees to participate in such advertising cooperative and to contribute such amounts as are determined from time to time by such cooperative, but shall not be required to expend more than two percent (2%) of the Restaurant's annual Gross Sales and such amounts SHALL BE CREDITED TO THE LOCAL ADVERTISING REQUIREMENT SET FORTH ABOVE. C. NATIONAL ADVERTISING FUND (NAF). If and when one hundred fifty (150) Restaurants shall be open and operating in the United States, the Company will establish, maintain and administer a National Advertising Fund (NAF) for such advertising and related programs as the Company may deem appropriate, in its sole discretion. Franchise Owner shall contribute to the NAF two percent (2%) of the Gross Sales of the Restaurant, payable monthly together with the royalty fees due under this Agreement. Roadhouse Grill Restaurants owned by the Company and its affiliates shall contribute to the NAF on the same basis as Franchise Owner. The Company shall direct all marketing programs financed by the NAF, with sole discretion over the creative concepts, materials, and endorsements used in this Agreement, and the geographic, 16

market and media placement and allocation thereof. Franchise Owner agrees that the NAF may be used to pay the costs of administrating regional and multi-regional advertising programs including, without limitation, purchasing direct mail and other media advertising and employing advertising agencies to assist therewith, and supporting public relations, marketing research and other advertising and marketing activities. The NAF shall be accounted for separately from the Company's general operating expenses, except for such reasonable salaries, administrative costs and overhead as the Company may incur in activities reasonably related to the administration of the NAF and its marketing programs including, without limitation, preparing advertising and marketing materials, and collecting and accounting for contributions to the NAF. The Company may spend in any fiscal year an amount greater or less than the aggregate contribution of all Restaurants to the NAF or cause the NAF to invest any surplus for future use by the NAF. A statement of monies collected and costs incurred by the NAF shall be prepared annually by the Company and shall be furnished to Franchise Owner upon written request. The Company will have the right to cause the NAF to be incorporated or operated through an entity separate from the Company at such time as the Company deems appropriate, and such successor entity shall have rights and duties of the Company pursuant to this Section. Franchise Owner understands and acknowledges that the NAF is intended to enhance recognition of the Marks and patronage of Restaurants. Although the Company will endeavor to utilize the NAF to develop advertising and marketing materials and programs, and to place advertising that will benefit all Restaurants, the Company undertakes no obligation to insure that expenditures by the NAF in or affecting any geographic area are proportionate or equivalent to the contributions to the NAF by Restaurants operating in the geographic area or that any Restaurants will benefit directly or in proportion to its contribution to the NAF from the development of advertising and marketing materials or the placement of advertising. Except as expressly provided in this Section, the Company assumes no direct or indirect liability or obligation to Franchise Owner with respect to the maintenance, direction or administration of the NAF. The Company reserves the right, in its sole discretion, to suspend contributions to and operations to the NAF for one or more periods that it determines to be appropriate and the right to terminate the NAF upon thirty (30) days' written notice to the Franchise Owner. All unspent monies on the date of termination shall be distributed to the Company and Franchise Owners in proportion to their respective contributions to the NAF during the preceding twelve (12)-month period. The Company has the right to reinstate the NAF upon the same terms and conditions set forth in this Agreement upon thirty (30) days' prior written notice to Franchise Owner. 9. ACCOUNTING, REPORTS AND FINANCIAL STATEMENTS. A. Franchise Owner shall establish and maintain at its own expense a bookkeeping, accounting, record keeping and data processing system conforming to the requirements and formats prescribed by the Company from time to time. Franchise Owner shall furnish to the Company on 17

such forms that the Company prescribes from time to time: (a) within fifteen (15) days after the end of each calendar month, a report of Gross Sales for such calendar month and such other reports as the Company may designate from time to time, including food and labor costs reports, sales tax reports and a quarterly profit and loss statement; (b) within fifteen (15) days after such returns are filed, copies of state sales tax returns and such other forms, records, books and other information as the Company may require; and (c) within ninety (90) days after the end of Franchise Owner's fiscal year, a fiscal year-end balance sheet and income statement and statement of changes in financial position of the Restaurant for such fiscal year. Each report and financial statement shall be signed and verified by Franchise Owner in the manner prescribed by the Company. B. Franchise Owner shall install such computer hardware and software as the Company may specify, including without limitation such peripheral devices and equipment as the Company may specify in the Manual or otherwise in writing as reasonably necessary for the efficient management and operation of the Restaurant and the transmission of data to and from the Company. The Company may, from time-to-time, specify in the Manuals or otherwise in writing the information that Franchise Owner shall collect and maintain on the computer system installed at the Restaurant, and Franchise Owner shall provide to the Company such reports as the Company may reasonably request from the data so collected and maintained. Franchise Owner shall afford the Company access, by modem, to the computer system installed at the Restaurant for the purpose of downloading information from the computer system. The reporting requirements set forth herein shall be in addition to and not in lieu of the reporting requirements set forth under Section 9A hereof. 10. INSPECTIONS AND AUDITS. A. COMPANY'S RIGHT TO INSPECT THE RESTAURANT. To determine whether Franchise Owner and the Restaurant are complying with this Agreement and with all specifications, quality standards and operating procedures prescribed by the Company for the operation of a Restaurant, the Company or its designated agents shall have the right at any reasonable time and without prior notice to Franchise Owner to: (a) inspect the Premises: (b) observe the operations of the Restaurant; (c) remove samples of any food and beverage product, material or other products for testing and analysis; (d) interview personnel of the Restaurant; (e) interview customers of the Restaurant; and (f) inspect and copy any books, records and documents relating to the operation of the Restaurant. Franchise Owner shall present to its customers such evaluation forms as are periodically prescribed by the Company and shall participate in any surveys performed by and/or on behalf of the Company. B. COMPANY'S RIGHT TO AUDIT. The Company shall have the right at any reasonable time during business hours, and upon ten (10) days' prior notice to Franchise Owner, to inspect and audit, or cause to be inspected and audited, sales and income tax records and returns and other records of the Restaurant and the books and records of any corporation or partnership which holds the Franchise. Franchise Owner shall cooperate with the Company's representatives and independent accountants hired by the Company to conduct any such inspection or audit. If any inspection or audit discloses an understatement of the Gross Sales of the Restaurant, the Franchise 18

Owner shall pay to the Company, within fifteen (15) days after receipt of the inspection or audit report, the royalty fees on APF and NAF contributions due in the amount of such understatement, plus interest (as the rate and on the terms provided in Section 5D hereof) from the date originally due until the date of payment. Further, if such inspection or audit is made necessary by Franchise Owner's failure to furnish reports, supporting records or other information on a timely basis, or if an understatement of Gross Sales for the period of any audit is determined by any such audit or inspection to be greater than two percent (2%), the Franchise Owner shall reimburse the Company for the cost of such audit or inspection, including without limitation, the charges of any independent accountants and the travel expenses, room and board and compensation of the Company's employees. The foregoing remedies shall be in addition to the Company's other remedies and rights under this Agreement or applicable law. 11. TRANSFER. A. BY THE COMPANY. This Agreement is fully transferable by the Company and shall inure to the benefit of any transferee or other legal successor to the Company's interest in this Agreement. B. FRANCHISE OWNER MAY NOT TRANSFER WITHOUT APPROVAL OF THE COMPANY. Franchise Owner understands and acknowledges that the rights and duties created by this Agreement are personal to Franchise Owner (or, if Franchise Owner is a corporation or partnership, to its owners) and that the Company has granted the Franchise to Franchise Owner in reliance upon the Company's perception of the individual or collective character, skill, aptitude, attitude, business ability and financial capacity of Franchise Owner (or its owners). Accordingly, neither this Agreement nor the Franchise (or any interest therein) nor any part or all of the ownership of Franchise Owner, the Restaurant or the assets of the Restaurant (or any interest therein) may be transferred without the Company's prior written approval. Any transfer without such approval shall constitute a breach of this Agreement and be void and of no effect. However, Franchise Owner may transfer shares of stock or interest in the Franchise providing he or she maintains management control and further providing that he or she informs Company of his or her action in writing. As used in this Agreement, the term "transfer" shall mean and include the voluntary, involuntary, direct or indirect assignment, sale, sublease, collateral assignment, granting of a security interest, gift or other transfer by Franchise Owner (or any of its owners) of any interest in: (1) this Agreement; (2) the Franchise; (3) the ownership of Franchise Owner; (4) the Restaurant; or (5) the assets of the Restaurant. An assignment, sale or other transfer shall include the following events: (a) transfer of ownership of capital stock or a partnership interest; (b) merger or consolidation or issuance of additional securities representing an ownership interest in Franchise Owner; (c) any sale of voting stock of Franchise Owner or any security convertible to voting stock of Franchise Owner; (d) transfer of an interest in Franchise Owner, this Agreement, the Franchise, the Restaurant or the assets of the Restaurant in a divorce, insolvency, corporate or partnership dissolution proceeding or otherwise by operation of law; or (e) transfer of an interest in this Agreement, the Franchise, 19

Franchise Owner, the Restaurant or the assets of the Restaurant in the event of the death of Franchise Owner by will, declaration of or transfer in trust or under the laws of intestate succession. C. CONDITIONS FOR APPROVAL OF TRANSFER. If Franchise Owner is a corporation or partnership and its owners are in full compliance with this Agreement, the Company shall not unreasonably withhold its approval of a transfer that meets all applicable requirements of this Section. The proposed transferee and its owners must be individuals of good moral character and otherwise meet the Company's then applicable standards for Restaurant Franchises. A transfer of ownership in the Restaurant may only be made in conjunction with a transfer of the Franchise. If the transfer is of the Franchise or a controlling interest in Franchise Owner, or is one of a series of transfers which in the aggregate constitutes the transfer of the Franchise or management control in Franchise Owner, all of the following conditions must be met prior to or concurrently with the effective date of the transfer. (1) the transferee must have sufficient business experience, aptitude and financial resources to operate the Restaurant; (2) Franchise Owner must pay such royalty fees, advertising contributions, rental obligations, amounts owed for purchases by Franchise Owner from the Company and its affiliates and all other amounts owed to the Company or its affiliates and third-party creditors which are then due and unpaid and submit all required reports and statements which have not yet been submitted; (3) the transferee and/or its personnel must agree to complete the Company's training program to the Company's satisfaction and to pay the Company its then-current training fee; (4) the transferee must, at the Company's option, agree to be bound by all of the terms and conditions of this Agreement for the remainder of its term or execute the Company's then current standard form of Franchise Agreement (which may provide for different fees, advertising contributions and expenditures, duration and other rights and obligations from those provided in this Agreement); (5) Franchise Owner or the transferee must pay the Company a transfer fee in an amount equal to the Company's actual expenses relating to the transfer; (6) Franchise Owner (and its owners) must execute a general release, in form satisfactory to the Company, of any and all claims against the Company, its affiliates and their officers, directors, employees and agents; (7) the Company must approve the material terms and conditions of such transfer including, without limitation, that the price and terms of the payment are not so burdensome as to affect adversely the operation of the Restaurant by the transferee; 20

(8) if Franchise Owner finances any part of the sale price of the transferred interest, Franchise Owner and/or its owners must agree that all obligations of the transferee under or pursuant to any promissory notes, agreements or security interests reserved by Franchise Owner or its owners in the assets of the Restaurant or the Premises shall be subordinate to the obligations of the transferee to pay royalty fees, advertising contributions and the other amounts due to the Company and its affiliates and otherwise to comply with this Agreement or the Franchise Agreement executed by the transferee; (9) Franchise Owner and its owners must execute a non-competition covenant in favor of the Company and the transferee agreeing that, for a period of two (2) years commencing on the effective date of the transfer, Franchise Owner, its owners and members of the immediate families of Franchise Owner and each of its owners will not hold any direct or indirect interest as a disclosed or beneficial owner, investor, partner, director, officer, manager, employee, consultant, representative or agent, or in any other capacity, in any restaurant business offering steak as the main menu item in conjunction with other principal products then being offered in Restaurants and located, operating or engaging in delivery within a radius of twenty (20) miles of the Premises or any other Restaurant in operation or under construction on the effective date of transfer, or any entity which is granting franchises or licenses to others to operate any other restaurant business serving or selling steak as the main menu item in conjunction with other principal products then being offered in Restaurants; (10) the lessor or sublessor of the Premises must have consented to the assignment or sublease of the Premises to the transferee or the transferee must have secured substitute premises for the Restaurant approved by the Company; (11) the Company shall not have exercised its right of first refusal pursuant to Section 11G of this Agreement; and (12) the transferee and Franchise Owner shall acknowledge and agree that the Company's approval of the proposed transfer indicates only that the transferee falls within the acceptable criteria established by the Company for Franchise Owners as of the time of such transfer and that the Company's approval thereof does not constitute a warranty or guaranty by the Company, express or implied, of the suitability of the terms of sale or of the successful operation or profitability of the Franchise by the transferee. If the proposed transfer is to or among owners of Franchise Owner, Subparagraph (5) of the above requirements shall not apply. Subparagraphs (7) and (8) shall not apply to transfer by gift, bequest or inheritance. D. TRANSFER TO A CORPORATION OR PARTNERSHIP. If Franchise Owner is in full compliance with this Agreement, the Company shall not unreasonably withhold its approval of a proposed assignment or transfer of this Agreement and the Franchise to a corporation or partnership which conducts no business other than the Restaurant, which is actually managed by 21

Franchise Owner or a Certified Manager who has satisfactorily completed the Company's initial training program and in which Franchise Owner maintains management control of the general partnership interest or equity and voting power of all issued and outstanding capital stock. Transfers of shares or partnership interest in such corporation or partnership will be subject to the provisions of Section 11C. Notwithstanding anything to the contrary herein, Franchise Owner shall remain personally liable under this Agreement as if the transfer to such corporation or partnership has not occurred. The articles of partnership, partnership agreement, articles of incorporation, bylaws and other organizational documents of such partnership or corporation shall recite that the issuance and assignment of any interest therein is restricted by the terms of Section 11 of this Agreement, and all issued and outstanding stock certificates of such corporation shall bear a legend reciting or referring to the restrictions thereof. Each partner or shareholder of Franchise Owner owning ten percent (10%) or more of the equity or voting power of Franchise Owner at any time during the term of this Agreement must execute an "Guaranty and Assumption of Franchise Owner's Obligations," or such other agreement that the Company prescribes from time to time, undertaking to be bound jointly and severally by all provisions of this Agreement. Franchise Owner will furnish to the Company at any time upon request, in such form as the Company may require, a list of its general and limited partners or all shareholders (of record and beneficially) reflecting their respective interest in Franchise Owner. E. DEATH OR DISABILITY OF FRANCHISE OWNER. Upon the death or permanent disability of Franchise Owner or, if Franchise Owner is a corporation or partnership, the owner of management control in Franchise Owner, the executor, administrator, conservator, guardian or other personal representative of such person shall transfer his or her interest in this Agreement and the Franchise or such interest in Franchise Owner to a third party approved by the Company. Such disposition of this Agreement and the Franchise or such interest in Franchise Owner (including, without limitation, transfer by bequest or inheritance) shall be completed within a reasonable time, not to exceed six (6) months from the date of death or permanent disability, and shall be subject to all the terms and conditions applicable to transfers contained in this Section. Failure to transfer the interest in Franchise Owner within said period of time shall constitute a breach of this Agreement. For purposes hereof, the terms "permanent disability" shall mean a mental or physical disability, impairment or condition that is reasonably expected to prevent or actually does prevent Franchise Owner or an owner of a management control in Franchise Owner from managing and/or supervising the Restaurant as required under Section 7F of this Agreement for a period of ninety (90) days or more from the onset of such disability, impairment or condition. F. EFFECT OF APPROVAL OF A TRANSFER. The Company's approval of a transfer of this Agreement and the Franchise or any interest in Franchise Owner or the Restaurant shall not constitute a waiver of any claims it may have against Franchise Owner (or its owners) nor be deemed a waiver of the Company's right to demand exact compliance with any of the terms or conditions of this Agreement by transferee. G. COMPANY'S RIGHT OF FIRST REFUSAL. If Franchise Owner (or its owners) shall at any time decide to sell controlling interest in this Agreement, the Franchise, the Restaurant, 22

the assets of the Restaurant, the Premises or a controlling ownership interest in Franchise Owner, Franchise Owner (or its owners) shall first obtain a bona fide, executed written offer and earnest money deposit in the amount of five percent (5%) or more of the offering price from a responsible and fully disclosed purchaser and shall immediately submit to the Company a true and complete copy of such offer. If the offeror proposes to buy any other property or rights from Franchise Owner or an affiliate of Franchise Owner, such proposal must be set forth in a separate, contemporaneous offer, and the price and terms of purchase offered to Franchise Owner (or its owners) for the interest in the Agreement, the Franchise, the Restaurant or Franchise Owner shall reflect the bona fide price offered therefor and shall not reflect any value of any other property or rights. The Company shall have the right, exercisable by written notice delivered to Franchise Owner or its owners within sixty (60) days from the date of delivery of an exact copy of such offer to the Company, to purchase such interest for the price and on the terms and conditions contained in such offer, provided that the Company may substitute cash for any form of payment proposed in such offer, and the Company shall have thirty (30) days to prepare for closing. The Company shall be entitled to purchase such interest subject to all customary representations and warranties given by the seller including representations and warranties as to ownership, condition and title to stock and/or assets, liens and encumbrances relating to the stock and/or assets, validity of contracts and liabilities of the corporation whose stock is purchased and affecting the assets, contingent or otherwise. If the Company does not exercise its right of first refusal, Franchise Owner or its owners may complete the sale to such purchaser pursuant to and on the exact terms of such offer, subject to the Company's approval of the transfer as provided in Sections 11B and 11C, provided that is the sale to such purchaser is not completed within one hundred twenty (120) days after delivery of such offer to the Company, or if there is a material change in the terms of the sale, the Company shall have an additional right of first refusal for thirty (30) days on the same terms and conditions as are applicable to the initial right of first refusal. H. PUBLIC OFFERINGS OF SECURITIES. Notwithstanding any other provisions of this Agreement, Franchise Owner shall not, without the Company's prior written consent, which can be arbitrarily withheld, sell or offer to sell any security of Franchise Owner if such sale or offer would be required to be registered pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations pursuant thereto, or the securities laws of any other state or territory of the United States of America or of any other jurisdiction. If the Company grants Franchise Owner its written consent thereto, Franchise Owner agrees to comply with all of the Company's requirements and restrictions concerning use of information about the Company and its affiliates. 12. EXPIRATION OF AGREEMENT. A. FRANCHISE OWNER'S RIGHT TO ACQUIRE A SUCCESSOR FRANCHISE. Subject to the provisions of this Section, upon expiration of the initial term of this Agreement, if: (a) Franchise Owner has substantially complied with this Agreement during its term; and (b) (1) Franchise Owner maintains possession of and agrees to remodel and/or expand the Premises, add or replace leasehold improvements, equipment, fixtures, furnishings and signs and 23

otherwise modify the Restaurant to bring it into compliance with specifications and standards then applicable for Restaurants, or (2) if Franchise Owner is unable to maintain possession of the Premises, or in the Company's judgment the Restaurant should be relocated, Franchise Owner shall secure substitute premises approved by the Company and agrees to develop such substitute premises in compliance with specifications and standards then applicable for Restaurants, subject to the conditions contained in Section 12B below. Franchise Owner shall have the right to acquire a successor franchise for the Restaurant on the terms and conditions of the Company's then current Franchise Agreement for Restaurants. Franchise Owner shall have no obligation to pay an initial franchise or renewal fee thereunder. B. GRANT OF A SUCCESSOR FRANCHISE. Franchise Owner shall give the Company written notice of its election to acquire a successor franchise during the one hundred eighty (180) days prior to the nineteenth anniversary of the date of this Agreement. The Company agrees to give Franchise Owner written notice, not more than one hundred eighty (180) days after receipt of Franchise Owner's notice, of the Company's decisions to grant or not to grant a successor franchise (based on the criteria specified in Section 12A above) to Franchise Owner and/or its willingness to grant a successor franchise on condition that deficiencies of the Restaurant, the Premises, or the operation of the Restaurant are corrected. Such notice shall state the actions Franchise Owner must take to correct such deficiencies and the time period in which to do so. Franchise Owner's right to acquire a successor franchise shall be subject to Franchise Owner's compliance with all the terms of this Agreement up to the date of expiration and may be granted conditionally, subject to remodeling and/or expanding the Restaurant, replacement of equipment, fixtures, furnishings and signs, and decorating or other obligations with respect to the Restaurant or the Premises to be completed before commencement of the term of successor franchise. The Company shall give the Franchise Owner written notice of a decision not to grant a successor franchise based upon Franchise Owner's failure to cure deficiencies not less than ninety (90) days prior to the expiration of this Agreement; provided, however, that the Company shall not be required to give such notice to Franchise Owner if the Company decides not to grant a successor franchise due to Franchise Owner's violation of this Agreement during the ninety (90)-day period prior to its expiration. In the event the Company fails to give Franchise Owner: (a) notice of deficiencies of the Restaurant or the Premises, or in Franchise Owner's operation of the Restaurant within one hundred eighty (180) days after the receipt of Franchise Owner's timely election to acquire a successor franchise; or (b) notice of the Company's decision not to grant a successor franchise (subject to the provisions above) at least ninety (90) days prior to the expiration of this Agreement, the Company may extend the term of this Agreement for such period of time as is necessary in order to provide Franchise Owner reasonable time to correct deficiencies or the ninety (90) days' notice of the Company's refusal to grant a successor franchise required hereunder. C. AGREEMENTS/RELEASES. If the Company grants a successor franchise to Franchise Owner, Company and Franchise Owner (and the owners of Franchise Owner) shall execute the form of Franchise Agreement and any ancillary agreement the Company then customarily uses in granting franchises for the operation of Restaurants. Franchise Owner and 24

Franchise Owner's shareholders or partners (if Franchise Owner is a corporation or partnership) shall execute general releases, in forms satisfactory to the Company, of any and all claims against the Company and its affiliates and their officers, directors, employees, agents, successors and assigns. Failure by Franchise Owner (and its shareholders or partners) to sign such agreements and releases within sixty (60) days after delivery thereof to Franchise Owner shall be deemed an election by Franchise Owner not to acquire a successor franchise. 13. TERMINATION OF AGREEMENT. If Franchise Owner fails to locate an acceptable site for the Restaurant within one hundred twenty (120) days after the execution of this Agreement or open the Restaurant and commence business on the earlier of one hundred twenty (120) days after the Company's approval of the site for the Restaurant or the date specified in the prime lease or sublease for the Premises, provided in Section 2B, the Company shall have the right to terminate this Agreement effective upon delivery of notice of termination to Franchise Owner. Further, the Company shall have the right to terminate this Agreement, effective upon delivery of notice of termination if Franchise Owner (or its owners): (a) abandons or fails actively to operate the Restaurant for three (3) consecutive days unless the Restaurant has been closed for a purpose approved by the Company or because of fire, flood or other casualty or act of God; (b) surrenders or transfers management control of the operation of the Restaurant without the Company's prior written consent; (c) has made any material misrepresentation or omission in its application for the Franchise; (d) suffers cancellation or termination of the lease or sublease for the Restaurant; (e) is or has been convicted of, pleads or has pleaded no contest to a felony that may adversely affect the goodwill of the Marks or the reputation of Roadhouse Grill Restaurants; (f) makes an unauthorized assignment of the Franchise or an ownership interest in Franchise Owner; (g) makes any unauthorized use or disclosure of any Confidential or Proprietary Information or uses, duplicates or discloses any portion of the Operations Manual in violation of this Agreement; (h) fails or refuses to comply with any mandatory specification, standard or operating procedure prescribed by the Company relating to the cleanliness and sanitation of the Restaurant or 25

violates any health, safety or sanitation law, ordinance or regulation and does not correct such failure or refusal within seventy-two (72) hours after written notice thereof is delivered to Franchise Owner; (i) fails to report accurately the Gross Sales of the Restaurant or to make payments of any amount due the Company for royalty fees, advertising contributions, or any other amounts due to the Company or its affiliates hereunder and does not correct such failure within ten (10) days after written notice of such failure is delivered to Franchise Owner; (j) fails to pay any Federal or state income, sales or other taxes arising from the operations of the Restaurant as required in Section 15C of this Agreement; (k) fails to comply with any other provision of this Agreement or any mandatory specification, standard or operating procedure prescribed by the Company and does not: (A) correct such failure within five (5) days if such failure relates to the use of any Mark or the quality of the Products in the Restaurant, otherwise thirty (30) days after written notice of such failure to comply is delivered to Franchise Owner; or (B) provide proof acceptable to the Company of efforts which are reasonably calculated to correct such failure if such failure cannot reasonably be corrected within thirty (30) days after written notice of such failure to comply is delivered to Franchise Owner; (l) fails on three (3) or more separate occasions within any period of twelve (12) consecutive months to submit when due, reports or other data, information or supporting records or to pay when due the royalty fees, advertising contributions or other payments due to the Company or its affiliates or otherwise fails to comply with this Agreement, whether or not such failures to comply are corrected after notice thereof is delivered to Franchise Owner; (m) makes an assignment for the benefit of creditors or an admission of its inability to pay its obligations as they become due or has a petition in bankruptcy filed; or (n) does not, in all dealings with customers, suppliers and the public adhere to the highest standards of honesty, integrity, fair dealing and ethical conduct. 14. RIGHTS AND OBLIGATIONS OF THE COMPANY AND FRANCHISE OWNER UPON TERMINATION OR EXPIRATION OF THE FRANCHISE. A. PAYMENT OF AMOUNTS OWED TO THE COMPANY. Franchise Owner agrees to pay the Company within thirty (30) days after the effective date of termination or expiration of the Franchise, or such later date that the amounts due to the Company are determined, such as royalty fees, advertising contributions, amounts owed for purchases by Franchise Owner from the Company or its affiliates, interest due on any of the foregoing and all other amounts owed to the Company or its affiliates which are then unpaid. 26

B. DE-IDENTIFICATION. Franchise Owner agrees that, upon termination or expiration of this Agreement, Franchise Owner will: (1) not directly or indirectly at any time or in any manner identify itself or any business as a current or former Restaurant Franchise Owner, licensee or dealer of the Company or its affiliates, use any Mark, or any colorable imitation thereof, or other indicia of a Restaurant in any manner or for any purpose, or utilize for any purpose a trade name, trademark or service mark or other commercial symbol that suggests or indicates a connection or association with the Company or its affiliates; (2) take such action as may be required to cancel all fictitious or assumed name or equivalent registrations relating to Franchise Owner's use of any Mark; (3) if the Company does not exercise its rights to purchase the assets of the Restaurant pursuant to Section 14E hereof, Franchise Owner shall promptly remove from the Premises, and discontinue using for any purpose, any and all signs, fixtures, furniture, decor items, advertising materials, forms and other articles which display any of the Marks or any distinctive features, images, or designs associated with Restaurants, including without limitation, the display cooking, color schemes, wall signs, booths, tables and counter tops, and at its expense make such alterations as may be necessary to distinguish the Restaurant clearly from its former appearance and from other Restaurants as to prevent any possibility of confusion therewith by the public, including, without limitation, repainting the exterior of the Restaurant to a new color. If Franchise Owner fails to initiate immediately or complete such alterations and/or removals within such time as the Company deems appropriate, Franchise Owner agrees that the Company or its designated agents may enter the Premises and adjacent areas without prior notice and forcibly, if necessary, make such alterations and/or removals, at Franchise Owner's sole risk and expense, without responsibility for any actual or consequential damages to the property of Franchise Owner or otherwise, and without liability for trespass or other tort or criminal act. Franchise Owner expressly acknowledges that its failure to make such alterations will cause irreparable injury to the Company and consents to entry, (at Franchise Owner's expense), or an ex-parte order by any court of competent jurisdiction authorizing the Company or its agents to take such action, if the Company seeks such an order; (4) return all materials and supplies identified by the Marks in full cases or packages to the Company for credit at actual cost to Franchise Owner and dispose of all other materials and supplies identified by the Marks within thirty (30) days after the effective date of termination or expiration of this Agreement; (5) notify the telephone company and all telephone directory publishers of the termination or expiration of Franchise Owner's right to use any telephone number and any regular, classified or other telephone directory listings associated with any Mark and to authorize transfer thereof to the Company at its direction. Franchise Owner acknowledges that, as between it and the Company, the Company has the sole rights to and interest in all telephone numbers and directory listings associated with any Mark. Franchise Owner authorizes the Company, and hereby appoints 27

the Company and any of its officers as Franchise Owner's attorneys in fact, to direct the telephone company and all telephone directory publishers to transfer any telephone numbers and directory listings to the Company at its direction, should Franchise Owner fail or refuse to do so, and the telephone company and all telephone director publishers may accept such direction or this Agreement as conclusive proof of the Company's exclusive rights in such telephone numbers and directory listings and the Company's authority to direct their transfer; and (6) furnish the Company, within thirty (30) days after the effective date of the termination or expiration, evidence satisfactory to the Company of Franchise Owner's compliance with the foregoing obligations. C. CONFIDENTIAL INFORMATION. Franchise Owner agrees that, upon termination or expiration of the Franchise, it will immediately cease to use any Confidential or Proprietary Information of the Company disclosed to it pursuant to this Agreement in any business or otherwise and return to the Company all copies of the Operations Manual and any other confidential materials which have been loaned to it by the Company. All deposits on loaned materials will be returned by the Company. D. COVENANT NOT TO COMPETE. Upon termination of this Agreement by the Company in accordance with its terms and conditions or by Franchise Owner without cause, or upon expiration of the term of this Agreement and the Company's exercise of its right to purchase the Restaurant pursuant to Section 14E hereof, Franchise Owner and its owners agree that, for a period of two (2) years commencing on the effective date of termination or expiration or the date on which Franchise Owner ceases to conduct business, whichever is later, neither Franchise Owner nor its owners shall have any direct or indirect interest (through a member of the immediate families of Franchise Owner or its owners or otherwise) as disclosed or beneficial owner, investor, partner, director, officer, employee, consultant, representative or agent in any other capacity in: (a) any restaurant business offering steak as the main menu item in conjunction with other principal products then being offered in Restaurants and located, operating or engaging in delivery at or from the Premises; (b) any restaurant business offering steak as the main menu item in conjunction with other principal products then being offered in Restaurants and located, operating or engaging in delivery within a radius of twenty (20) miles of the Premises or any Restaurant in operation or under construction on the effective date of termination or expiration; or (c) any entity which is granting franchises or licenses to others to operate any other business serving or selling steak as the main menu item in conjunction with other principal products then being offered in Restaurants. The restrictions of this Section shall not be applicable to the ownership of shares of a class of securities listed on a stock exchange or traded on the over-the-counter market that represents five percent (5%) or less of the number of shares of that class of securities issued and outstanding. Franchise Owner and/or its owners expressly acknowledge that they possess skills and abilities of a general nature and have other opportunities for exploiting such skills. Consequently, enforcement of the covenants made in this Section will not deprive them of their personal goodwill or ability to earn a living. 28

E. THE COMPANY HAS THE RIGHT TO PURCHASE RESTAURANT. Upon expiration or termination, for whatever reason, of the Franchise, the Company shall have the right, exercisable by giving written notice thereof ("Appraisal Notice") within ten (10) days after the date of such expiration or termination, to require a determination of the "Fair Market Value" (as defined below) of all the tangible assets of the Restaurant which are owned by Franchise Owner, including, without limitation, inventory of nonperishable Products, materials, supplies, furniture, fixtures, equipment, signs, and any and all leasehold improvements and fixtures owned by Franchise Owner, but excluding any cash and short-term investments (Purchased Assets). Upon such notification, Franchise Owner shall not sell or remove any of the tangible assets of the Restaurant from the Premises and shall give the Company, its designated agents and the Appraiser (as defined below) full access to the Restaurant and the Premises and all of Franchise Owner's books and records at any time during customary business hours in order to conduct inventories of the tangible assets of the Restaurant and to determine the price for the purchase of its tangible assets. The Fair Market Value shall be the amount which an arm's length purchaser would be willing to pay for the Purchased Assets, as determined by the Company and Franchise Owner. If the Company and Franchise Owner are unable to agree on the Fair Market Value of the Purchased Assets within fifteen (15) days after the Appraisal Notice, then Fair Market Value shall be finally determined by a member of a nationally recognized accounting firm (other than a firm which conducts the audit of the Company's financial statements) selected by the Company who has experience in the valuation of restaurant businesses (the "Appraiser"). The Company shall notify Franchise Owner of the identity of the Appraiser, who shall make his or her determination and submit a written report thereof to the Company and the Franchise Owner (Appraisal Report) as soon as possible, but in no event more than sixty (60) days after his or her appointment. Each party may submit in writing its judgment of Fair Market Value to the Appraiser (together with its reasons therefore); however, the Appraiser shall not be limited to these submissions and may make such independent investigations as he or she shall reasonably determine to be necessary. The Appraiser's fees and costs shall be borne equally between the parties. The Company shall have the option, exercisable by delivering written notice thereof within thirty (30) days after submission of the Appraisal Report (or the date agreement is reached if the parties agree to the Fair Market Value of the purchased assets), to purchase the Purchased Assets at the Fair Market Value. The Company shall have unrestricted right to assign this option to purchase separate and apart from the remainder of this Agreement. The purchase price for the Purchased Assets shall be paid in cash at the closing, which shall occur at the place, time and date designated by the Company, but no later than thirty (30) days after the Company's exercise of its option to purchase the Purchased Assets. At the closing, the Company shall be entitled to all warranties, closing documents and post-closing indemnifications as it may require, including without limitation: (a) instruments transferring good and merchantable title to the assets purchased, free and clear of all liens, encumbrances, and liabilities, to the Company or its designee, with all sales and other transfer taxes paid by Franchise Owner; and (b) as assignment of Franchise Owner's leasehold interest to the Premises (or if any assignment is prohibited, a sublease of the Premises to the Company or its designee for the full remaining term and on the same terms and conditions as Franchise Owner's lease, including renewal and/or purchase options) or if Franchise Owner is not the lessee of the Premises and instead directly or indirectly owns the Premises, Franchise Owner shall grant the Company a lease for the premises at reasonable rental rates and upon customary terms prevailing in 29

the community where the Premises is located. In the event that Franchise Owner cannot delivery clear title to all of the assets, or in the event there are unresolved issues, the closing of the same may at the Company's option be accomplished through an escrow of such terms and conditions as the Company deems appropriate. Further, Franchise Owner and the Company shall, prior to closing, comply with any applicable Bulk Sales provisions of the Uniform Commercial Code as enacted in the state, and local sales tax notification and/or escrow procedures. The Company shall have the right to set off against and reduce the purchase price by any and all amount owed by Franchise Owner to the Company or any of its affiliates. F. CONTINUING OBLIGATIONS. All obligations of the Company and the Franchise Owner which expressly or by their nature survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding its expiration or termination and until they are satisfied in full or by their nature expire. 15. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION. A. INDEPENDENT CONTRACTORS. It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary relationship between them, that the Company and the Franchise Owner are and shall be independent contractors and that nothing in this Agreement is intended to make either party a general or special agent, joint venturer, partner or employee of the other for any purpose. Franchise Owner shall identify itself in all dealings with customers, suppliers, public officials, Restaurant personnel and others as the owner of the Restaurant under a franchise granted by the Company and shall place such notices of independent ownership on such forms, business cards, stationery, advertising and other materials as the Company may require from time to time. B. NO LIABILITY FOR ACTS OF OTHER PARTY. Franchise Owner shall not employ any of the Marks in signing any contract or applying for any license or permit or in a manner that may result in the Company's liability for any of Franchise Owner's indebtedness or obligations, nor may Franchise Owner use the Marks in any way not expressly authorized in writing. Neither the Company nor Franchise Owner shall make any express or implied agreements, warranties, guarantees or representations or incur any debt in the name or on behalf of the other, represent that their relationship is other than franchisor and franchisee or be obligated by or have any liability under any agreements or representations made by the other that are not expressly authorized in writing. The Company shall not be obligated for any damages to any person or property directly or indirectly arising out of the operation of the Restaurant or Franchise Owner's business authorized by or conducted pursuant to the Franchise. C. TAXES. The Company shall have no liability for any sales, use, service, occupation, excise, gross receipts, income, property or other taxes, whether levied upon Franchise Owner, the Restaurant, Franchise Owner's property or upon the Company, in connection with the sales made, or business conducted by the Franchise Owner (except any taxes the Company is required by law 30

to collect from Franchise Owner with respect to purchases from the Company). Payment of all such taxes shall be Franchise Owner's responsibility. D. INDEMNIFICATION. Franchise Owner indemnifies, defends and holds harmless the Company, its subsidiaries and entities and their shareholders, directors, officers, employees, agents, successors and assignees ("Indemnified Parties") against and to reimburse any one or more of them for all claims, obligations and damages described in this Section, and all taxes described in Section 15C and any and all claims and liabilities directly or indirectly arising out of the operation of the Restaurant or the use of the Marks in any manner not in accordance with this Agreement. Provided that the Franchise Owner is responsible ONLY to indemnify Company against claims arising out of Franchise Owner's: i) breach of contract, ii) negligence, iii) civil wrong, or iv) payment of taxes described in Section 15C above. For purposes of this indemnification, claims shall mean and include all obligations, actual and consequential damages and costs reasonably incurred in the defense of any claim against any one or more of the Indemnified Parties including, without limitation, reasonable accountants', attorneys', and expert witness fees, cost of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses including appellate, bankruptcy and post-judgment proceedings. The Company shall have the right to defend any such claim against it in such a manner as the Company deems appropriate or desirable in its discretion. This indemnity continues in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. 16. ENFORCEMENT. A. SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS. Except as expressly provided to the contrary in this Agreement, each section, paragraph, term and provision of the Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision of the Agreement is held to be invalid, contrary to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling by any court, agency or tribunal with competent jurisdiction in a proceeding to which the Company is a party, that such ruling shall not impair the operation of, or have any other effect upon, or such affect any portions of this Agreement which shall continue to be given full force and effect and bind the parties hereto, and any portion held to be invalid shall be deemed not to be a part of this Agreement as of the date the time for appeal expires, if Franchise Owner is a party thereto, otherwise upon Franchise Owner's receipt of a notice of non-enforcement thereof from the Company whichever last occurs. If any covenant herein which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length of time, but could be enforceable by reducing any part or all thereof, Franchise Owner and the Company agree that the same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the termination of or refusal to enter into a successor franchise than is required hereunder, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure prescribed by the Company is invalid or unenforceable, the prior notice and/or other action required by such law or rule shall be 31

substituted for the comparable provisions hereof, and the Company shall have the right, in its sole discretion, to modify such invalid or unenforceable provision, specification, standard or operating procedure to the extent required to be valid and enforceable. Franchise Owner agrees to be bound by any promise or covenant imposing the maximum duty permitted by law which is assumed within the terms of any provision hereof, as though it were separately articulated in and made party of this Agreement, or any specification, standard or operating procedure by the Company, and portion or portions which a court may hold to be unenforceable in a final decision to which the Company is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court order. Such modification to this Agreement shall be effective only in said jurisdiction, unless the Company elects to give them greater applicability, and shall be enforced as originally made and entered into in all other jurisdictions. B. WAIVER OF OBLIGATIONS. The Company and the Franchise Owner may, by written instrument, unilaterally waive or reduce any obligation of or restriction upon the other under this Agreement, effective upon delivery of written notice thereof to the other or such other effective date stated in the notice of waiver. Any waiver granted by the Company shall be without prejudice to any other rights the Company may have, will be subject to continuing review by the Company and may be revoked, in the Company's sole discretion, at any time for any reason, effective upon delivery to Franchise Owner of ten (10) days' prior written notice. The Company and Franchise Owner shall not be deemed to have waived or impaired any right, power or option reserved by the Agreement (including, without limitation, the right to demand exact compliance with every term, condition and covenant herein or to declare any breach thereof to be a default and to terminate the Franchise prior to the expiration of its term) by virtue of any custom or practice of the parties at variance with the terms hereof; any failure, refusal or neglect of the Company or Franchise Owner to exercise any right under this Agreement or to insist upon exact compliance by the other with its obligations under this Agreement including, without limitation, any mandatory specification, standard or operating procedure; any waiver, forbearance, delay, failure or omission by the Company to exercise any right, power or option, whether of the same, similar or different nature, with respect to other Restaurants; or the acceptance by the Company of any payments due from Franchise Owner after any breach of this Agreement. Neither the Company nor Franchise Owner shall be liable for loss or damage or deemed to be in breach of this Agreement if its failure to perform its obligations results from: (a) transportation shortages, inadequate supply of equipment, merchandise, supplies, labor, material or energy or the voluntary foregoing in order to accommodate to comply with the orders, requests, regulations, recommendations or instructions of any Federal, state or municipal government or any department or agency thereof; (b) compliance with any law, ruling, order, regulation, requirements or instruction of any Federal, state or municipal government or any department or agency thereof; (c) acts of God; (d) fires, strikes, embargoes, war or riot; or (e) any other similar event or cause. Any delay resulting from any of said causes shall extend performance accordingly or excuse performance in whole or in part, as may be reasonable, except that said causes shall not excuse payments of amounts owed at the time of such occurrence or payment of royalties due on any sales thereafter. C. INJUNCTIVE RELIEF. Nothing contained herein shall bar: (a) the Company's right to obtain injunctive relief against threatened conduct that will cause it irreparable loss or 32

damages, under customary equity rules, including applicable rules for obtaining restraining orders and preliminary injunctions; or (b) in any dispute regarding possession of the Premises, the Company's right to obtain the remedy of forcible detainer against Franchise Owner for any breach of a sublease for the Premises under customary rules governing such actions. Franchise Owner agrees that the Company may have such injunctive relief, without bond, but upon due notice, in addition to such further and other relief as may be available at equity or law, and the sole remedy of Franchise Owner in the event of the entry of such injunction shall be the dissolution of such injunction, if warranted, upon hearing duly had (all claims for damages by reason of the wrongful issuance of any such injunction being expressly waived hereby). All such action shall be brought as provided in Section 16F below. D. RIGHTS OF PARTIES ARE CUMULATIVE. The rights of the Company and the Franchise Owner under this Agreement are cumulative and no exercise or enforcement by the Company or Franchise Owner of any right or remedy under this Agreement shall preclude the exercise or enforcement by the Company or Franchise Owner of any other right or remedy under this Agreement which the Company or Franchise Owner is entitled by law to enforce. E. COSTS AND ATTORNEYS' FEES. If a claim for amounts owed by Franchise Owner to the Company is asserted in any judicial or arbitration proceeding or appeal thereof, or if the Company or Franchise Owner is required to enforce this Agreement in a judicial or arbitration proceeding or appeal thereof, the party prevailing in such proceedings shall be awarded its costs and expenses including, but not limited to, reasonable accounting, paralegal, expert witness, attorneys' and arbitrators fee, whether incurred prior to, in preparation for or in contemplation of the filing of any written demand, claim, action, hearing or proceeding to enforce the obligations of this Agreement. F. GOVERNING LAW/CONSENT TO JURISDICTION. THIS AGREEMENT, THE FRANCHISE AND THE RELATIONSHIP BETWEEN THE COMPANY AND THE FRANCHISE OWNER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, EXCEPT FOR SECTION 14D WHICH SHALL BE GOVERNED BY THE LAWS OF THE STATE IN WHICH THE RESTAURANT IS LOCATED. FRANCHISE OWNER AGREES THAT THE COMPANY MAY INSTITUTE ANY ACTION AGAINST FRANCHISE OWNER TO ENFORCE THE ARBITRATION PROVISIONS OF THIS AGREEMENT OR ON CAUSES OF ACTION NOT TO BE ARBITRATED PURSUANT HERETO OR PURSUANT TO LAW IN ANY STATE OR FEDERAL COURT OF GENERAL JURISDICTION IN BROWARD COUNTY, FLORIDA AND THE FRANCHISE OWNER IRREVOCABLY SUBMITS TO THE JURISDICTION OR VENUE OF SUCH COURTS AND WAIVES ANY OBJECTION IT MAY HAVE TO EITHER THE JURISDICTION OR VENUE OF SUCH COURTS. G. BINDING EFFECT. This Agreement is binding upon the parties hereto and their respective personal representatives, heirs, assigns and successors in interest and shall not be modified except by written agreement signed by both Franchise Owner and the Company. 33

H. LIMITATIONS OF CLAIMS. Any and all claims arising out of this Agreement or the relationship among the parties hereto must be made by written notice to the other party within eighteen (18) months from the occurrence of the facts giving rise to such claim, except to the extent any applicable law or statute provides for a shorter period of time to bring a claim. I. WAIVER OF PUNITIVE DAMAGES. Except with respect to Franchise Owner's obligation to indemnify the Company pursuant to Section 15D, the parties and their owners and guarantors waive to the fullest extent permitted by law any right to or claim for any punitive or exemplary damages against the other and agree that, in the event of a dispute between them, the party making a claim shall be limited to a recovery of any actual damages it sustains. J. ARBITRATION. ALL CONTROVERSIES, DISPUTES OR CLAIMS ARISING BETWEEN THE COMPANY, AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND ATTORNEYS (IN THEIR REPRESENTATIVE CAPACITY), AND FRANCHISE OWNER (ITS OWNERS AND GUARANTORS, IF APPLICABLE), SHALL BE SUBMITTED FOR ARBITRATION TO THE FT. LAUDERDALE FLORIDA OFFICE OF THE AMERICAN ARBITRATION ASSOCIATION ON DEMAND OF EITHER PARTY. SUCH ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN FT. LAUDERDALE, FLORIDA AND, SHALL BE CONDUCTED BY ONE (1) ARBITRATOR IN ACCORDANCE WITH THE THEN CURRENT COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR SHALL HAVE THE RIGHT TO AWARD OR INCLUDE IN HIS OR HER AWARD ANY RELIEF WHICH HE OR SHE DEEMS PROPER IN THE CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, MONEY DAMAGES (WITH INTEREST ON UNPAID AMOUNTS FROM THE DUE DATE), SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF AND ATTORNEYS' FEES AND COSTS IN ACCORDANCE WITH THIS SECTION. THE AWARD AND DECISION OF THE ARBITRATOR SHALL BE CONCLUSIVE AND BINDING UPON ALL PARTIES HERETO AND JUDGMENT UPON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. EACH PARTY HERETO AGREES TO CONTEST ANY SUCH AWARD ONLY IN THE DISTRICT IN WHICH THE ARBITRATION AWARD WAS ENTERED. THE PARTIES FURTHER AGREE IN CONNECTION WITH ANY SUCH ARBITRATION PROCEEDING TO BE BOUND BY THE PROVISIONS OF RULE 13 OF THE FEDERAL RULES OF CIVIL PROCEDURE WITH RESPECT TO COMPULSORY COUNTERCLAIMS (AS THE SAME MAY BE AMENDED FROM TIME TO TIME), PROVIDED ANY SUCH COUNTERCLAIM SHALL BE FILED WITHIN THIRTY (30) DAYS OF THE FILING OF THE ORIGINAL CLAIM. WITHOUT LIMITING THE FOREGOING, THE PARTIES SHALL BE ENTITLED IN ANY SUCH ARBITRATION PROCEEDING TO THE ENTRY OF AN ORDER BY A COURT OF COMPETENT JURISDICTION PURSUANT TO AN OPINION OF THE ARBITRATOR FOR SPECIFIC PERFORMANCE OF ANY OF THE REQUIREMENTS OF THIS AGREEMENT. THIS AGREEMENT TO ARBITRATE SHALL CONTINUE IN FULL FORCE AND EFFECT SUBSEQUENT TO AND NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. FRANCHISE OWNER AND THE COMPANY AGREE THAT ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL, NOT A CLASS-WIDE BASIS. K. DEFINITIONS. The preambles, exhibits and any specifications, standards, operating procedures and rules the Company uses pursuant to this Agreement are a part of this Agreement, which constitutes the entire agreement of the parties, and there are not other oral or written understandings or agreements between the Company and Franchise Owner relating to the subject matter of this Agreement. Nothing in the Agreement is intended or shall be deemed to confer any rights or remedies upon any person or legal entity not a party hereto. Except where this Agreement expressly obligates the Company reasonably to approve or not unreasonably to withhold its approval of any action or request by Franchise Owner, the Company has the absolute right to refuse any request by Franchise Owner or to withhold its approval of any action by Franchise Owner. The headings of the several sections and paragraphs hereof are for convenience only and do not 34

define, limit or construe the contents of such sections or paragraphs. The term "affiliate" as used herein is applicable to any company directly or indirectly owned or controlled by, under common control with or owning or controlling the Company that sells Products or otherwise transacts business with Franchise Owner. The term Franchise Owner as used herein is applicable to one or more persons, a corporation or a partnership, as the case may be, and the singular usage includes the plural and the masculine and neuter usages include the other and the feminine. If two or more persons are at any time Franchise Owner hereunder, whether or not as partners or joint venturers, their obligations and liabilities to the Company shall be joint and several. References to "Franchise Owner" or "assignee" if an individual, or "owners" if Franchise Owner of assignee is a corporation or partnership, shall mean the principal owners of Franchise Owner or assignee, unless the terms or provision is made expressly applicable to all shareholders and partners. "Principal owners" means any person owning, of record or beneficially, ten percent (10%) or more of the equity or voting power of Franchise Owner or assignee. References to management control in Franchise Owner shall mean control of the equity or voting control of Franchise Owner. This Agreement shall be executed in multiple copies each of which shall be deemed an original. Time is of the essence in this Agreement. 17. NOTICES AND PAYMENTS. All written notices and reports permitted or required to be delivered by the provisions of this Agreement or the Operations Manual shall be deemed delivered at the time delivered by hand, one (1) business day after transmission be telegraph or other electronic system, one (1) business day after being placed in the hands of a commercial courier service for overnight delivery, or five (5) business days after placement in the United States Mail by Registered or Certified Mail, Return Receipt Requested, postage prepaid and addressed to the party to be notified at its most current principal business address of which the notifying party has been notified in writing. All payments and reports required by this Agreement shall be sent to the Company at the address to which Franchise Owner is notified from time to time, or to such other persons and places as the Company may direct from time to time. IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement. FRANCHISOR: ROADHOUSE GRILL, INC. a Florida corporation By:_____________________________ Title:___________________________ FRANCHISE OWNER: ___________________________________ By:________________________________ Title:_____________________________

35

EXHIBIT A TO THE ROADHOUSE GRILL, INC. FRANCHISE AGREEMENT LOCATION OF THE PREMISES/PROTECTED AREA The Premises of the Restaurant will be located at:

The Protected Area will be as follows:

ROADHOUSE GRILL, INC., A FLORIDA CORPORATION
__________________________________ FRANCHISE OWNER By:___________________________________ Title:________________________________ ____________________________________ FRANCHISE OWNER

36

EXHIBIT B TO THE ROADHOUSE GRILL, INC. FRANCHISE AGREEMENT RESTAURANT LOCATION AREA Pursuant to Section 2A of this Agreement, if the location of the Restaurant has not been approved at the time of execution hereof, the area will be as follows:

ROADHOUSE GRILL, INC., A FLORIDA CORPORATION
__________________________________ FRANCHISE OWNER By:____________________________________ Title: ________________________________ __________________________________ FRANCHISE OWNER

37

EXHIBIT C TO THE ROADHOUSE GRILL, INC. FRANCHISE AGREEMENT GUARANTY AND ASSUMPTION OF FRANCHISE OWNER'S OBLIGATIONS In consideration of, and as an inducement to, the execution of this Franchise Agreement for the location described herein, dated as of ______________________, 199___ (the "Agreement") by and between ROADHOUSE GRILL, INC. (the "Company"), and _________________________ ("Franchise Owner"), each of the undersigned ("GUARANTORS"), each owning ten percent (10%) or more of the equity or voting power of Franchise Owner, hereby personally and unconditionally: (a) guarantees to the Company and its successors and assigns, for the term of the Agreement and thereafter as provided in the Agreement, that Franchise Owner shall punctually pay and perform each and every undertaking, agreement and covenant set forth in the Agreement; and (b) agrees personally to be bound by, and personally liable for the breach of, each and every provision in the Agreement. Each of the undersigned waives: (1) acceptance and notice of acceptance by the Company of the foregoing undertakings; (2) notice of demand for payment of any indebtedness or nonperformance of any obligations hereby guaranteed; (3) protest and notice of default to any party with respect to the indebtedness or nonperformance of any obligations hereby guaranteed; (4) any right he or she may have to require that an action be brought against Franchise Owner or any other person as a condition of liability; and (5) any and all other notices and legal or equitable defenses to which he or she may be entitled. Each of the undersigned consents and agrees that: (A) his or her direct and immediate liability under this guarantee shall be joint and several; (B) he or she shall render any payment or performance required under the Agreement upon demand if Franchise Owner fails or refuses punctually to do so; (C) such liability shall not be contingent or conditioned upon pursuit by Company of any remedies against Franchise Owner or any other person; and (D) such liability shall not be diminished, relieved or otherwise affected by an extension of time, credit or other indulgence which the Company may from time to time grant to Franchise Owner or to any other person including, without limitation, the acceptance of any partial payment or performance or the compromise or release of any claims, none of which shall in any way modify or amend this guaranty, which shall be continuing and irrevocable during the term of the Agreement. 38

IN WITNESS WHEREOF, each of the undersigned has hereunto affixed his or her signature, under seal, on the same day and year as the Agreement was executed.
PERCENTAGE OF OWNERSHIP INTEREST IN FRANCHISE _________________________ _________________________ _________________________ GUARANTOR(S) ____________________________________ ____________________________________ ____________________________________ DATE:______________________________

39

EXHIBIT 10.4 ROADHOUSE GRILL, INC. 1994 STOCK OPTION PLAN 1. PURPOSE OF THE PLAN The purpose of this Plan is to further the growth of Roadhouse Grill, Inc., a Florida corporation (the "Company") by offering an incentive to officers, directors, other key employees and consultants of the Company to continue in the employ of the Company, and to increase the interest of these employees in the Company, through additional ownership of its common stock. 2. DEFINITIONS Whenever used in this Plan, the following terms shall have the meanings set forth in this Section: (a) "Board of Directors" means the Board of Directors of the Company. (b) "Change of Control" means the acquisition by any person or group (as that term is defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated pursuant to that act) in a single transaction or a series of transactions of 30% or more in voting power of the outstanding stock of the Company and a change of the composition of the Board of Directors so that, within two years after the acquisition took place, a majority of the members of the Board of Directors of the Company, or of any corporation with which the Company may be consolidated or merged, are persons who were not directors or officers of the Company or one of its Subsidiaries immediately prior to the acquisition, or to the first of a series of transactions which resulted in the acquisition of 30% or more in voting power of the outstanding stock of the Company. (c) "Code" means the Internal Revenue Code of 1986, as amended. (d) "Committee" means the Stock Option Committee of the Company. (e) "Common Stock" means the common stock, par value $0.01 per share, of the Company. (f) "Corporate Transaction" means any (i) reorganization or liquidation of the Company, (ii) reclassification of the Company's capital stock, (iii) merger of the Company with or into another corporation, or (iv) the sale of all or substantially all the assets of the Company, which results in a significant number of Employees being transferred to a new employer or discharged or in the creation or severance of a parent-subsidiary relationship. 1

(g) "Date of Grant" means, as the case may be: (i) the date fixed in this Plan for mandatory grants of Options; (2) the date the Committee approves the grant of an Option pursuant to this Plan; or (3) such later date as may be specified by the Committee as the date a particular Option granted pursuant to this Plan will become effective. (h) "Employee" means any person employed by the Company within the meaning of Section 3401(c) of the Code and the regulations promulgated thereunder. For purposes of any Non-Qualified Option only, any officer, director or consultant of the Company shall be considered an Employee even if he is not an employee within the meaning of the first sentence of this subsection. (i) "Exercise Price" means the price per share which must be paid upon exercise of an Option. The Exercise Price may be paid in cash, property (including Common Stock) or a combination of both cash and property, as determined by the Employee upon exercise of the Option and as set forth in Section 9(c) hereof. (j) "Fair Market Value" means: (i) if the Common Stock is traded in a market in which actual transactions are reported, the mean of the high and low prices at which the Common Stock is reported to have traded on the relevant date in all markets on which trading in the Common Stock is reported or, if there is no reported sale of the Common Stock on the relevant date, the mean of the highest reported bid price and lowest reported asked price for the Common Stock on the relevant date; (ii) if the Common Stock is Publicly Traded but only in markets in which there is no reporting of actual transactions, the mean of the highest reported bid price and the lowest reported asked price for the Common Stock on the relevant date; or (iii) if the Common Stock is not Publicly Traded, the value of a share of Common Stock as determined by the most recent valuation prepared by an independent expert at the request of the Committee. (k) "Incentive Stock Option" means any Option which, at the time of the grant, is an incentive stock option within the meaning of Section 422 of the Code. (l) "Non-Qualified Option" means any Option that is not an Incentive Stock Option pursuant to the terms of this Plan. (m) "Option" means any option granted pursuant to this Plan. (n) "Publicly Traded" means that a class of stock is required to be registered pursuant to Section 12 of the Exchange Act, or that stock of that class has been sold within the preceding 12 months in an underwritten public offering, or stock that is regularly traded in a public market. (o) "Retirement" means a Termination of Employment by reason of an Employee's retirement at a time when the Employee is at least 65 years old, other than by reason of a termination by resignation, discharge, death or Total Disability or the resignation, failure to stand for re-election or dismissal from the Board of Directors. 2

(p) "Termination of Employment" means the time when the employee-employer relationship between an Employee and the Company ceases to exist for any reason including, but not limited to, a termination by resignation, discharge, death, Total Disability or Retirement or the resignation, failure to stand for re-election or dismissal from the Board of Directors. (q) "Total Disability" means the inability of an Employee to perform the material duties of his or her job by reason of a medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. All determinations as to the date and extent of disability, if any, of the Company by which the Employee is employed. In the absence of a written policy pertaining to Employee disability, all determinations as to the date and extent of disability of an Employee will be made by the Committee in its sole and absolute discretion. In making its determination, the Committee may consider the opinion of the personal physician of the Employee or the opinion of an independent licensed physician of the Company's choosing. 3. EFFECTIVE DATE OF THE PLAN The "Effective Date" of this Plan is February 14, 1994. This Plan shall become effective on the Effective Date, subject to approval of the Plan not later than 12 months from the Effective Date, by the affirmative vote or consent of the holders of a majority of the shares of voting stock of the Company outstanding at the time of the approval. 4. ADMINISTRATION OF THE PLAN The Committee shall be responsible for the administration of this Plan, and shall grant Options pursuant to this Plan. Subject to the express provisions of this Plan, the Committee shall have full authority to interpret this Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations which it believes to be necessary or advisable in administering this Plan. The determinations of the Committee on the matters referred to in this Section shall be conclusive. The Committee may not amend this Plan. No member of the Committee shall be liable for any act or omission in connection with the administration of this Plan unless it resulted from the member's willful misconduct. 5. THE COMMITTEE The Committee shall hold its meeting at such times and places as it may determine and shall maintain written minutes of its meetings. A majority of the members of the Committee shall constitute a quorum at any meeting of the Committee. All determinations of the Committee shall be made by the vote of a majority of the members who participate in a meeting. The members of the Committee may participate in a meeting of the Committee in person or by conference telephone or similar communications equipment by means of which all members of the Committee shall be as effective as if it had been made by a vote of a majority of the members who participate in a meeting. 3

6. STOCK SUBJECT TO THE PLAN The maximum number of shares of Common Stock as to which Options may be granted pursuant to this Plan is Two Hundred Thousand (200,000) shares. If any Option expires or is canceled without being exercised in full, the number of shares as to which the Option is not exercised will once again become shares as to which new Options may be granted. The Common Stock that is issued on exercise of Options may be authorized but unissued shares or shares that have been issued and reacquired by the Company. 7. PERSONS ELIGIBLE TO RECEIVE OPTIONS Options may be granted only to Employees, as defined in Section 2(h) above. 8. GRANTS OF OPTIONS Except as otherwise provided herein (including but not limited to subsections (b) and (c) of this Section 8), the Committee shall have complete discretion to determine when and to which Employees Options are to be granted, the number of shares of Common Stock as to which Options granted to each Employee will relate, whether Options granted to an Employee will be Incentive Stock Options or Non-Qualified Options or partly Incentive Stock Options and partly Non-Qualified Options and, subject to the limitations in Sections 9 and 10 below, the Exercise Price and the term of Options granted to an Employee. Any Options that are not designated as Incentive Stock Options when they are granted shall be Non-Qualified Options. No grant of an Incentive Stock Option may be conditioned upon a Non-Qualified Option's having yet been exercised in whole or in part, and no grant of a Non-Qualified Option may be conditioned upon an Incentive Stock Option's having not been exercised in whole or in part. Notwithstanding the foregoing, from the date that the Company registers a class of equity securities under Section 12(g) of the Exchange Act, directors who are members of the Committee shall not receive options pursuant to the Plan other than pursuant to subsection (b) below, so long as they are serving on the Committee, and may not have received options pursuant to the Plan other than pursuant to subsection (b) below, or pursuant to any other plan of the Company, during the period which is the shorter of (i) the twelve month period immediately prior to their becoming a member of the Committee, or (ii) the period that the Company has been subject to Section 12(g). 9. OPTION PROVISIONS (a) EXERCISE PRICE. The Exercise Price of each Option shall be as determined by the Committee; provided, however, that in the case of Incentive Stock Options, the Exercise Price shall not be less than 100% of the Fair Market Value of the Common Stock on the Date of Grant of the Option; and, provided further, however, that notwithstanding the foregoing, the Exercise Price of Non-Qualified Options for directors granted pursuant to Section 8(b) above shall be 100% of the Fair Market Value of the Common Stock on the Date of Grant of the Option. 4

(b) TERM. The term of each Option shall be as determined by the Committee, but in no event shall the term of an Option (whether or not an Incentive Stock Option) be longer than ten (10) years from the Date of Grant. (c) MANNER OF EXERCISE. An Option that has vested pursuant to the terms of this Plan may be exercised in whole or in part, in increments of a minimum of 100 shares, at any time, or from time to time, during its term. To exercise an Option, the Employee exercising the Option must deliver to the Company, at its principal office: (i) a written notice of exercise of the Option, which states the extent to which the Option is being exercised and which is executed by the Employee; (ii) a check in an amount, or Common Stock with a Fair Market Value, equal to the Exercise Price of the Option times the number of shares being exercised, or a combination of the foregoing; and (iii) a check equal to any withholding taxes the Company is required to pay as a result of the exercise of the Option by the Employee. The day on which the Company receives all of the items specified in this subsection shall be the date on which the Option is exercised to the extent described in the notice of exercise. (d) DELIVERY OF STOCK CERTIFICATES. As promptly as practicable after an Option is exercised, the Company shall cause the transfer agent to deliver to the Employee who exercises the Option certificates, registered in that person's name, representing the number of shares of Common Stock that were purchased by the exercise of the Option. Unless the Common Stock was issued in a transaction that was registered pursuant to the Securities Act of 1933, as amended (the "Securities Act"), each certificate may bear a legend to indicate that if the Common Stock represented by the certificate was issued in a transaction that was not registered pursuant to the Securities Act, and may only be sold or transferred in a transaction that is registered pursuant to the Securities Act or is exempt from the registration requirements of the Securities Act. (e) VESTING OF OPTIONS. Except as otherwise provided in this Plan, the Options granted hereunder to Employees shall be subject to such conditions as to vesting as shall be determined by the Committee, in its sole and absolute discretion, at the Date of Grant of the Option, and the terms of such vesting shall be clearly set forth in the instrument granting the Option; provided, however, that upon a Change of Control, any Options that have not yet vested in accordance with the terms of this Plan and the Stock Option Agreement shall vest upon such Change of Control. An Option shall "vest" at such time as it becomes exercisable in accordance with this Plan and the Stock Option Agreement. Upon exercise of an Option and the delivery of the stock certificates as provided herein, the Common Stock acquired upon exercise of the Option shall not be subject to forfeiture by the Employee for any reason whatsoever. Notwithstanding any of the foregoing, an officer, director 5

or person who beneficially owns ten percent (10%) or more of the Common Stock (including Options to acquire Common Stock) shall not sell or otherwise dispose of Common Stock acquired upon exercise of an Option granted hereunder until at least six months shall elapse from latter of (i) the Effective Date of the Plan, or (ii) the Date of Grant of the Option to the date of sale or other disposition of the Common Stock acquired upon exercise of the Option. (f) NONTRANSFERABILITY OF OPTIONS. During the lifetime of a person to whom an Option is granted pursuant to this Plan, the Option may be exercised only by that person or by his or her guardian or legal representative. An Option may not be assigned, transferred, sold, pledged or hypothecated in any way; shall not be subject to levy or execution or disposition under the Bankruptcy Code of 1978, as amended, or any other state or federal law granting relief to creditors, whether now or hereafter in effect; and shall not be transferable otherwise than by will or the laws of descent and distribution. The Company will not recognize any attempt to assign, transfer, sell, pledge, hypothecate or otherwise dispose of an Option contrary to the provisions of this Plan, or to levy any attachment, execution or similar process upon any Option and, except as expressly stated in this Plan, the Company shall not be required to, and shall not, issue Common Stock on the exercise of an Option to anyone who claims to have acquired that Option from the person to whom it was granted in violation of this subsection. (g) RETIREMENT OF HOLDER OF OPTION. If there is a Termination of Employment of an Employee to whom an Option has been granted due to Retirement, each Incentive Stock Option held by the retired Employee, whether or not then vested, may be exercised until the earlier of: (x) the end of the three (3) month period immediately following the date of such Termination of Employment; or (y) the expiration of the term specified in the Option. In the case of a Non-Qualified Option, there shall be substituted the words, "the end of the twelve (12) month period) for the words "the end of the three (3) month period" in the immediately preceding sentence. (h) TOTAL DISABILITY OF HOLDER OF OPTION. If there is a Termination of Employment of an Employee to whom an Option has been granted by reason of his or her Total Disability, each Option held by the Employee, whether or not then vested, may be exercised until the earlier of: (x) the end of the twelve (12) month period immediately following the date of such Termination of Employment; or (y) the expiration of the term specified in the Option. (i) DEATH OF HOLDER OF OPTION. If there is a Termination of Employment of an Employee to whom as Option has been granted by reason of (i) his or her death, or (ii) the death of a former Employee within three (3) months following the date of his or her Retirement (or, in the case of a Non-Qualified Option, within twelve (12) months following the date of his or her Retirement), or (iii) the death of a former Employee within twelve (12) months following the date of his or her Termination of Employment by reason of Total Disability, then each Option held by the person at the time of his or her death, whether or not then vested, may be exercised by the person or persons to whom the Option shall pass by will or by the laws of descent and distribution (but by no other persons) until the earlier of: (x) the end of the twelve (12) month period immediately following the date of death (or such longer period as is permitted by the Committee); and (y) the expiration of the 6

term specified in the Option, provided, however, that in no event is the term of the Option to be deemed to expire prior to the end of three (3) months from the date of death of the Employee. (j) TERMINATION OF EMPLOYMENT OTHER THAN FOR RETIREMENT, DEATH OR DISABILITY. If there is a Termination of Employment of an Employee to whom an Option has been granted pursuant to this Plan for any reason other than the Retirement, death or Total Disability of the Employee, then all Options held by such Employee which are then vested may be exercised until the earlier of: (x) the three (3) month period immediately following the date of such Termination of Employment; or (y) the expiration of the term specified in the Option. (k) STOCK OPTION AGREEMENT. As promptly as practicable after an Employee is granted an Option pursuant to this Plan, the Committee shall send the Employee a document setting forth the terms and conditions of the grant. The form of grant document shall be substantially as set forth in Exhibit "A" attached hereto. Each Option granted pursuant to this Plan must be clearly identified as to whether it is or is not an Incentive Stock Option and shall set forth all other terms and conditions relating to the exercise thereof. In the case of an Incentive Stock Option, the document shall include all terms and provisions that the Committee determines to be necessary or desirable in order to qualify the Option as an Incentive Stock Option within the meaning of Section 422 of the Code. If an Employee is granted an Incentive Stock Option and a Non-Qualified Option at the same time, the Committee shall send the Employee a separate document relating to each of the Incentive Stock Option and the Non-Qualified Option. 10. SPECIAL PROVISIONS RELATING TO INCENTIVE STOCK OPTIONS No Incentive Stock Option may be granted pursuant to this Plan after ten (10) years from the first to occur of: (i) the date this Plan is adopted by the Board of Directors; or (ii) the date this Plan is approved by the stockholders of the Company. No Incentive Stock Option may be exercised after the expiration of ten (10) years from the Date of Grant or such shorter period as is provided herein. Notwithstanding Section 8(b), Incentive Stock Options may not be granted to an Employee who, at the time the Option is granted, owns more than ten (10%) percent of the total combined voting power of the stock of the Company, unless: (i) the purchase price of the Common Stock pursuant to the Incentive Stock Option is at least 110 percent of the Fair Market Value of the Common Stock on the Date of Grant; and (ii) the Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the Date of Grant. The Committee is authorized, pursuant to the last sentence of Section 422(b) of the Code, to provide at the time an Option is granted, pursuant to the terms of such Option, that such Option shall not be treated as an Incentive Stock Option even though it would otherwise qualify as an Incentive Stock Option. The terms of any Incentive Stock Option granted hereunder shall, in the hands of any individual grantee thereof, be subject to the dollar limitations set forth in Section 422(d) of the Code (pertaining to the $100,000 per year limitation). 11. RECAPITALIZATION 7

(a) IN GENERAL. If the Company increases the number of outstanding shares of Common Stock through a stock dividend or a stock split, or reduces the number of outstanding shares of Common Stock through a combination of shares or similar recapitalization then, immediately after the record date for the change: (i) the number of shares of Common Stock issuable on the exercise of each outstanding Option granted pursuant to this Plan (whether or not then vested) shall be increased in the case of a stock dividend or a stock split, or decreased in the case of a combination or similar recapitalization that reduces the number of outstanding shares, by a percentage equal to the percentage change in the number of outstanding shares of Common Stock as a result of the stock dividend, stock split, combination or similar recapitalization; (ii) the Exercise Price of each outstanding Option granted pursuant to this Plan (whether or not then vested) shall be adjusted so that the total amount to be paid upon exercise of the Option in full will not change; and (iii) the number of shares of Common Stock that may be issued on exercise of Options granted pursuant to this Plan (whether or not then vested) and that are outstanding or remain available for grant shall be increased or decreased by a percentage equal to the percentage change in the number of outstanding shares of Common Stock. Any fractional shares will be rounded up to whole shares. (b) CORPORATE TRANSACTIONS. If, as a result of a Corporate Transaction while an Option granted pursuant to this Plan is outstanding (whether or not then vested), and the holders of the Common Stock become entitled to receive, with respect to their Common Stock, securities or assets other than, or in addition to, their Common Stock, then upon exercise of that Option the holder shall receive what the holder would have received if the holder had exercised the Option immediately before the first Corporate Transaction that occurred while the Option was outstanding and as if the Company had not disposed of anything the holder would have received as a result of that and all subsequent Corporate Transactions. The Company shall not agree to any Corporate Transaction unless the other party to the Corporate Transaction agrees to make available on exercise of the Options granted pursuant to this Plan that are outstanding at the time of the Corporate Transaction, the securities or other assets the holders of those Options are entitled pursuant to this subsection to receive. 12. RIGHTS OF OPTION HOLDER (a) STOCKHOLDER. The holder of an Option (whether or not then vested) shall not have any rights as a stockholder by reason of holding that Option. Upon exercise of an Option granted pursuant to this Plan, the holder shall be deemed to acquire the rights of a stockholder when, but not before, the issuance of Common Stock as a result of the exercise is recorded in the stock transfer records of the Company. (b) EMPLOYMENT. Nothing in this Plan or in the grant of an Option shall confer upon any Employee the right to continue in the employ of the Company or shall interfere with or restrict in any way the rights of the Company to discharge any Employee at any time for any reason whatsoever, with or without cause. 13. LAWS AND REGULATIONS 8

The obligation of the Company to sell and deliver shares of Common Stock on vesting and exercise of Options granted pursuant to this Plan shall be subject to the condition that counsel for the Company be satisfied that the sale and delivery thereof will not violate the Securities Act or any other applicable laws, rules or regulations. In addition, the Company may, as a condition to such sale and delivery, require the Employee to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required pursuant to such securities laws. This Plan is intended to meet the requirements of Rule 16(b)-3 in order to provide directors and executive officers with certain exemptions from the application of Section 16(b) of the Exchange Act. 14. WITHHOLDING OF TAXES (a) IN GENERAL. In addition to the requirement set forth in Section 9(c) above that, in order to exercise an Option granted pursuant to this Plan a person must make a payment to the Company or authorize withholding in order to enable the Company to pay any withholding taxes due as a result of the exercise of that Option, if an Employee who exercised an Incentive Stock Option disposes of shares of Common Stock acquired through exercise of that Incentive Stock Option either (x) within two years after the Date of Grant of the Incentive Stock Option or (y) within one year after the issuance of the shares on exercise of the Incentive Stock Option then, promptly thereafter, the Employee shall notify the Company of the occurrence of the event and the amount realized upon the disposition of such Common Stock by the Employee, and pay any federal, state and other taxes due as a result thereof. (b) WITHHOLDING OF TAXES. If, whether because of a disposition of Common Stock acquired on exercise of an Incentive Stock Option, the exercise of a Non-Qualified Option or otherwise, the Company becomes required to pay withholding taxes to any federal, state or other taxing authority and the Employee fails to provide the Company with the funds with which to pay that withholding tax, then the Company may withhold, subject to applicable state law, up to 50% of each payment of salary or bonus to the Employee (which will be in addition to any other required or permitted withholding), until the Company has been reimbursed for the entire withholding tax it was required to pay. 15. RESERVATION OF SHARES The Company shall at all times keep reserved for issuance on exercise of Options granted pursuant to this Plan a number of authorized but unissued or reacquired shares of Common Stock equal to the maximum number of shares the Company may be required to issue on exercise of outstanding Options (whether or not then vested) granted pursuant to this Plan. 16. AMENDMENT OF THE PLAN 9

The Board of Directors may, at any time and from time to time, modify or amend this Plan in any respect at any date the Board of Directors determines; provided, however, that, without the approval of the stockholders of the Company the Board of Directors may not: (i) increase the maximum number of shares of Common Stock that may be issued on exercise of Options (whether or not then vested) granted pursuant to this Plan; (ii) change the categories of Employees eligible to receive Options; (iii) extend the period during which Options (whether or not then vested) may be exercised; (iv) change the provisions fixing the minimum Exercise Price; or (v) change the provisions as to termination of Options. No modification or amendment of this Plan shall, without the consent of the holder of an outstanding Option (whether or not then vested), adversely affect the holder's rights pursuant to that Option. 17. TERMINATION OF THE PLAN The Board of Directors may suspend or terminate this Plan at any time or from time to time, but no such action shall adversely affect the rights of a person holding an outstanding Option, whether or not then vested, granted pursuant to this Plan prior to that date. 10

EXHIBIT A ROADHOUSE GRILL, INC. STOCK OPTION AGREEMENT THIS AGREEMENT is made as of ___, 199___, by and between ROADHOUSE GRILL, INC, (the "Company") and ___________, who is an employee, officer, consultant or director of the Company or one of its subsidiaries (the "Employee"). WHEREAS, the Employee is a valuable and trusted employee, officer, consultant or director of the Company, and the Company considers it desirable and in its best interests that the Employee be given an inducement to acquire a further proprietary interest in the Company, and an added incentive to advance the interests of the Company by possessing a right (the "Option Right") to purchase shares of the Company's common stock, $.01 par value (the "Option Stock"), in accordance with the Roadhouse Grill, Inc. 1994 Stock Option Plan (the "Plan"). NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties as follows: 1. DEFINITIONS. All terms not defined herein and defined in the Plan shall be giver the meaning expressed in the Plan. 2. GRANT OF OPTION. The Company hereby grants to the Employee the right, privilege and option to purchase the number of shares of Option Stock, at the purchase price as shown on Schedule I attached hereto (the "Option Price"), in the manner and subject to the conditions hereinafter provided in this Agreement and as provided in the Plan. The Option Right granted hereunder is either an Incentive Stock Option or Non-Qualified Option, as specified on Schedule I. 3. TIME OF EXERCISE OF OPTION. The aforesaid Option Right may be exercised at any time, subject to Section 4, below, and from time to time, until the termination thereof as provided in Section 5, below, or as otherwise provided in the Plan; provided, however, that the Option Right granted herein may not be exercised after the termination date as shown on Schedule I, unless provided otherwise in the Plan. 4. VESTING OF OPTION RIGHT. The Option Right shall vest as provided on Schedule I. 5. METHOD OF EXERCISE. The Option Right shall be exercised in whole or in part, in increments of a minimum of 100 shares (unless the total Option Right is for less than 100 shares), at any time, or from time to time, during its term. To exercise an option, the Employee shall deliver written notice in the form attached hereto as Schedule II to the Company at its principal place of business, accompanied by payment of the Option Price per share and in

compliance with such other conditions and requirements as set forth in the Plan. Payment shall be made by a check and/or by submitting certificates of Common Stock of the Company endorsed to the Company, which shall be given their Fair Market Value on the date of exercise of the Option Right, and by a check equal to any withholding taxes that the Company is required to pay as a result of the exercise of the Option by the Employee. Such an exchange of Common Stock, however, is subject to prior receipt of an opinion of the Company's counsel that the exchange is allowable for all purposes under the securities laws of the United States and the laws of applicable states. Subject to the terms and conditions set forth in the Plan, as promptly as practicable after an Option is exercised, the Company shall deliver such shares issuable upon exercise of the Option. 6. TERMINATION OF EMPLOYMENT. The rights and obligations of the Employee upon Termination of Employment shall be as set forth in the Plan. 7. RESTRICTIONS ON RESALES. An Employee who may be deemed an "affiliate" of the Company, as that term is defined by the United States Securities and Exchange Commission (the "SEC"), may not resell the shares purchased hereunder except pursuant to registration under the Securities Act of 1933, as amended (the "Securities Act") or an exemption therefrom. Generally, directors, executive officers and holders of ten percent or more of the Company's shares may be regarded as affiliates of the Company. An affiliate who desires to reoffer and resell shares acquired from the Company hereby may do so pursuant to the applicable requirements of Rule 144 under the Securities Act, including the provisions governing the amount of securities that may be sold during any three-month period, the manner of sale and the filing of a Form 144 notice. Alternatively, such an affiliate may reoffer or resell such shares pursuant to a separate reoffer prospectus, if one is available. The amount of shares that may be reoffered or resold pursuant to such prospectus by such affiliate, and any other persons with whom such affiliate is acting in concert for the purpose of selling shares, may be subject to limitations specified in Rule 144(e). The Employee's status as an affiliate is determined at the time of the exercise of the Option. Resale of shares issuable hereunder may be subject to other state and federal securities law. The Employee is advised to consult with legal counsel as to compliance with the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and such other laws prior to resale of such shares. -2-

Under the plan, the Company, as a condition to the exercise of an Option to acquire shares not registered under the Securities Act, may require the Employee to represent and warrant at the time of any exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by the Securities Act. 8. RECLASSIFICATION, MERGER, ETC. The rights and obligations of the Company and the Employee as result of the transactions specified in Section 11 of the Plan shall be as provided therein. 9. RIGHTS PRIOR TO EXERCISE OF OPTION. This Option Right is nonassignable and nontransferable by the Employee except as provided in the Plan and, during his lifetime, is exercisable only by him. The Employee shall have no rights as a stockholder with respect to the Stock Option until payment of the Option Price and delivery to hire of such shares as herein provided. Nothing in this Agreement shall confer any right in an employee to continue in the employment of the Company or interfere in any way with the right of the Company to terminate such employment at any time. 10. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written. ROADHOUSE GRILL, INC.
By: ______________________ Charles D. Barnett, Secretary By: ______________________________ J. David Toole, III, President

-3-

I hereby accept the Stock Option Right offered to me by the Company, as set forth in this Stock Option Agreement dated as of_____, 19____ and Schedule I, which is attached thereto. Accepted by:

Employee

Date -4-

SCHEDULE I The information set forth in this Schedule I is subject to all of the terms of the Roadhouse Grill, Inc. Stock Option Agreement to which this Schedule is attached. 1. Name of Employee, Officer, Consultant or Director: 2. Address:

3. Social Security Number:______________________________________ 4. Number of Shares:____________________________________________ 5. Exercise Price: $________per share. 6. Type of Option (check one): __ Incentive Stock Option X Non-Qualified Stock Option 7. NUMBER OF SHARES DATE VESTED TERMINATION DATE -5-

SCHEDULE II NOTICE OF EXERCISE I, the undersigned Employee, hereby give notice of the exercise of the Option described below, to the extent and in the manner specified herein, subject to all of the terms and conditions of the Roadhouse Grill, Inc. Stock Option Agreement granting this Option and the Roadhouse Grill, Inc. 1994 Stock Option Plan. If the shares to be acquired pursuant to this exercise of the Option are not registered under the Securities Act of 1933, as amended, the undersigned represents and warrants that the shares are being purchased only for investment and without any present intention to sell or distribute such shares. 1. Name of Employee, Officer, Consultant or Director: 2. Address:

3. 4. 5. 6.

Social Security Number:______________________________________ Number of Shares Being Exercised on This Date: _____________________________________________________________ Exercise Price: $______per share Manner of Payment: _____ _____ Check (amount enclosed: $__________________________ Stock Certificates (subject to receipt of opinion of counsel, as specified in Section 5 of the Stock Option Agreement) ______________________________ Signature ______________________________ Print Name

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ROADHOUSE GRILL, INC. MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS MAY 3, 1995 A meeting of the Board of Directors of Roadhouse Grill, Inc. ("Corporation") was held at 10:00 a.m. on May 3, 1995, at 899 West Cypress Creek Road, Suite 500, Fort Lauderdale, Florida. Present at the meeting were Governor John Y. Brown, Jr., J. David Toole, III and Dr. Christian F. Horn. Also present by invitation was Charles D. Barnett. Mr. Brown acted as Chairman of the meeting and Mr. Barnett recorded the proceedings. The Chairman declared a quorum present pursuant to proper notice of the meeting. The Chairman stated that the first order of business was the review and approval of the minutes of the Board of Directors meeting held on September 26, 1994. After each director reviewed the minutes, upon motion duly made by Dr. Horn and seconded by Mr. Toole, the following resolution was unanimously adopted: RESOLVED, that the minutes of Board of Directors meeting held on September 26, 1994 as submitted to the Board of Directors are hereby approved. The next order of business to come before the Board of Directors was the expansion of the Board and the election of additional directors. Upon motion duly made by Dr. Horn and seconded by Mr. Toole, the following resolution was unanimously adopted: RESOLVED, that the Board of Directors is hereby expanded to five members; and FURTHER RESOLVED, that Tan Sri Dato'Vincent Tan Chee Yioun and K. P. Tan are hereby elected as Directors to fill the two vacancies on the Board of Directors, each to serve as a Director until the next annual meeting of Shareholders or until his earlier resignation or removal. The Chairman called upon Mr. Toole to review the financial results of the Corporation including the year to date results, the plan for the balance of 1995 and the capital budget. Mr. Toole reviewed in detail the financial results and presented to the Board the financial statements for the period ending April 23, 1995. The Board then discussed the financial needs of the Corporation. After a full discussion, the Board decided that the Corporation should raise additional capital through the sale of additional shares of common stock. Mr. Barnett reported that there is currently outstanding an offer by several of the existing shareholders to purchase additional shares of the Corporation's common stock. The

Board agreed to sell an additional 1,250,000 shares of common stock at $3.20 per share. Thereupon, after a full discussion and upon motion duly made and seconded, the following was unanimously adopted by the Board of Directors: WHEREAS, there has been presented to this Board of Directors and this Board of Directors has carefully reviewed, the proposed purchase and sale agreement between the Corporation and the various investors listed therein (the "Agreement"), a copy of which is attached hereto; and WHEREAS, this Board of Directors has determined that it is in the best interest of the Corporation to enter into the Agreement and consummate the transactions covered and contemplated thereby; NOW THEREFORE, BE IT RESOLVED, that the Corporation hereby ratifies the actions through the date hereof by its officers, agents and attorneys in furtherance of its consummation of the Agreement; and FURTHER RESOLVED, that the officers of the Corporation are hereby authorized, directed and empowered to accept the Agreement on behalf of the Corporation; and FURTHER RESOLVED, that upon delivery of the executed Agreement and related documents and of the purchase price of $3.20 per share by each purchaser for a total of 1,250,000 of the Corporation's Common Voting Stock, the Corporation shall issue the appropriate certificate to each purchaser for the shares purchased; and FURTHER RESOLVED, that the appropriate officers of the Corporation are hereby authorized, empowered and directed to take such further action and to execute and deliver such additional documents, as any of them may deem necessary or appropriate to effectuate the intent purposes of the foregoing resolutions and the Agreement referred to therein. Mr. Toole reported to the Board on the status of various real estate transactions and potential leases for the Corporation. The Chairman requested that Mr. Toole obtain approval of the business terms on any future real estate transactions from Dr. Horn and himself. The Chairman assured Mr. Toole that this process would not delay the approval or execution of any proposed transaction. The Chairman conducted a general discussion regarding the expansion of the Corporation. Expansion by means of franchising was discussed. Additionally, the Chairman discussed the concept of the Corporation "going public" through a merger into Clucker's Wood Roasted Chicken, Inc. The Board authorized the Chairman to explore these possibilities further.

The Chairman next discussed the terms of employment for Mr. Toole. The Chairman stated that at the time of the last offering of shares, Mr. Toole had agreed to certain changes in his employment agreement. The following specific changes were agreed to: 1. Mr. Toole's incentive compensation will change from 10% of the profits from the first 4 restaurants to 5% of the pre-tax profits after depreciation and general and administrative expenses on a consolidated basis. The change in incentive compensation shall occur when Mr. Toole will receive greater compensation from 5% of pre-tax profits. 2. The term of the employment agreement is extended for three additional years. 3. Mr. Toole is granted an option to purchase an additional 500,000 shares at $2.50 per share. 4. Mr. Toole will enter into a non-compete agreement with the Corporation for a period of three years following termination of his employment. The Chairman requested that Mr. Barnett draft an employment agreement reflecting the tenons outlined at this meeting. The Chairman requested that the Board considered the granting of options pursuant the Corporation's Stock Option Plan. The Board discussed the stock option plan and the establishment of criteria for qualified individuals to earn options. The Board discussed the expansion of the number of shares permitted to be issued pursuant to the plan. After a full discussion and upon motion duly made, seconded and unanimously carried, the following resolutions were adopted: WHEREAS, the Corporation deems it advisable to increase the number of shares of common stock that may be issued pursuant to the stock option plan; and WHEREAS, the Corporation deems it advisable at this time to grant stock options to each of the employees listed on Schedule A attached hereto in the amounts listed beside the name of each employee; NOW, THEREFORE, IT IS RESOLVED, that the number of shares subject to the Corporation's 1994 Stock Option Plan is hereby increased from 200,000 shares to 350,000 shares; and FURTHER RESOLVED, that each of the individuals listed on Schedule A attached hereto are hereby granted options to purchase the number of shares of the Corporation's common stock listed beside each individual's name at a price of Two and 50/100 Dollars ($2.50) per share with

the date of grant being January 1, 1995. One-third (1/3) of such options shall become exercisable on January 1st of each of the next three (3) years and will remain exercisable for a period for five (5) years thereafter, provided that the individual receiving the option remains an officer, director, employee or consultant of the Corporation; and FURTHER RESOLVED, that Christian F. Horn, as a director and consultant to the Corporation, is hereby granted an option to purchase 15,000 shares of the Corporation's common stock at a price of Two and 50/100 Dollars ($2.50) per share with the date of grant being October 1, 1994. One- third (1/3) of such options shall become exercisable on September 30 of each of the next three (3) years and will remain exercisable for a period for five (5) years thereafter, provided that the individual receiving the option remains a director or consultant of the Corporation; and FURTHER RESOLVED, that Charles D. Barnett, a consultant to the Corporation, is hereby granted an option to purchase five thousand (5,000) shares of the Corporation's common stock at a price of Two and 50/100 Dollars ($2.50) per share with the date of grant being May 1, 1995. One-third (1/3) of such options shall become exercisable on April 30 of each of the next three (3) years and will remain exercisable for a period for five (5) years thereafter, provided that the individual receiving the option remains a consultant of the Corporation; and FURTHER RESOLVED, that the appropriate officers of the Corporation are hereby authorized and directed to execute and deliver such documents as may be necessary or proper to effect the foregoing resolutions. The Chairman thanked the members of the board for attending the meeting and stated that since there was no further business, the meeting was adjourned.
/s/ CHARLES D. BARNETT -----------------------------Charles D. Barnett Secretary

Approved:
/s/ JOHN Y. BROWN, JR. - -------------------------John Y. Brown, Jr. Chairman

ROADHOUSE GRILL, INC. MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS APRIL 30, 1996 A meeting of the Board of Directors of Roadhouse Grill, Inc. ("Corporation") was held at 10:00 a.m. on April 30, 1996, at the Westin Hotel, Fort Lauderdale, Florida. The following directors were present at the meeting: Governor John Y. Brown, Jr., Tan Sri Dato Vincent Tan, K. P. Tan, J. David Toole, III and Dr. Christian F. Horn. Also present by invitation was Charles D. Barnett and Dennis Jones. Mr. Brown acted as Chairman of the meeting and Mr. Barnett recorded the proceedings. The Chairman declared a quorum present pursuant to proper notice of the meeting. The Chairman stated that the first order of business was the review and approval of the minutes of the Board of Directors meeting held on January 5, 1996. After each director reviewed the minutes, upon motion duly made by Dr. Horn and seconded by Mr. K. P. Tan, the following resolution was unanimously adopted: RESOLVED, that the minutes of Board of Directors meeting held on January 5, 1996 as submitted to the Board of Directors are hereby approved with the following clarifications of the resolution dealing with the formation of Roadhouse Grill Asia Pacific and the development agreement with the Corporation: 1. The royalty fee payable to the Corporation for restaurants developed by Bejaya or its affiliates will be 2% of gross sales for the first 3 years a restaurant is opened and 3% of gross sales thereafter. There will be no franchise fee for these restaurants only payment of out of pocket expenses. 2. The royalty fee payable to the Corporation for restaurants developed by third party franchisees will be 50% of the amount paid to Roadhouse Grill Asia Pacific, not to exceed 2.5% of gross sales. The franchise fee for each of these restaurants will be 50% of the amount paid to Roadhouse Grill Asia Pacific, not to exceed $ 10,000 per restaurant. 3. Roadhouse Grill Asia Pacific is to be responsible for all franchiser services to be provided to restaurants developed by Bejaya or third party franchisees. The Corporation will be paid a fee to be agreed upon for any services to be provided by it.

The Board then reviewed the proposed investment in Roadhouse Grill Asia Pacific and the capital needed to establish the company. After a thorough review of these costs, the Board determined that the capital of the Corporation was better utilized in developing new restaurants in the United States. The Board requested that Berjaya provide all of the capital for the establishment of Roadhouse Grill Asia Pacific with the result that Roadhouse Grill Asia Pacific would be a wholly owned subsidiary of the Berjaya Group. Mr. Toole then reviewed with Board of Directors the Corporation's financial projections and compared them with other restaurant companies in this segment of the market. At this time Mr. Toole requested that Robertson Stephens & Co. make its presentation to the Board. Kenneth R. Fitzsimmons, Jr., Jeffrey T. Seely and Andrew M. Barish presented to the Board its general ideas on the value of the Corporation and the prospects of the Corporation conducting an initial public offering of common stock. The Board questioned the values given and the comparison made with competing restaurant companies. The Board thanked the representatives of Robertson Stephens & Co. for the presentation and told them the Board would make a decision shortly concerning the direction the Corporation would take regarding an IPO. Mr. Toole reviewed with the Board the new products the Corporation is intending to introduce in 1996. Mr. Toole described the food items being tested and the results of these tests. Mr. Toole also showed the Board the T-shirts and caps that the restaurants intend to begin selling during 1996. Mr. Toole then reviewed the planned store openings for the balance of 1996 and 1997. The Chairman stated the next order of business was consideration of stock options to be granted from the Corporation's stock option plan. The Chairman explained that the plan currently has the right to grant options for 350,000 shares, of which 189,000 had previously been granted. Mr. Toole presented a plan for the granting of options for the remaining 161,000 shares. Mr. Toole explained that he believed the shares subject to the plan should be increased by 300,000 shares so that additional options can be granted to current employees and so that the plan would have additional shares to be held in reserve for newly hired employees and promotions of existing employees. The Board reviewed with Mr. Toole the suggested grants of options he presented and suggested certain changes to the amounts being granted. After a full discussion and upon motion made by Mr. Toole and seconded by Dr. -3XHorn, the following resolutions were unanimously adopted: WHEREAS, the Corporation deems it advisable to increase the number of shares of common stock that may be issued pursuant to the stock option plan; and WHEREAS, the Corporation deems it advisable at this time to grant stock options to each of the employees listed on Schedule A attached hereto in the amounts listed beside the name of each employee; 2

NOW, THEREFORE, IT IS RESOLVED, that the number of shares subject to the Corporation's 1994 Stock Option Plan is hereby increased from 350,000 shares to 650,000 shares; and FURTHER RESOLVED, that each of the individuals listed on Schedule A attached hereto are hereby granted options to purchase the number of shares of the Corporation's common stock listed beside each individual's name at a price of Three and 60/100 Dollars ($3.60) per share with the date of grant being January 1, 1996. One-third (1/3) of such options shall become exercisable on January 1 of each of the next three (3) years and will remain exercisable for a period for five (5) years thereafter, provided that the individual receiving the option remains an officer, director, employee or consultant of the Corporation; and FURTHER RESOLVED, that each of Vincent Tan Chee Yioun and K. P. Tan, as directors of the Corporation, is hereby granted an option to purchase 15,000 shares of the Corporation's common stock at a price of Three and 60/100 Dollars ($3.60) per share with the date of grant being January 1, 1996. One-third (1/3) of such options shall become exercisable on January 1 of each of the next three (3) years and will remain exercisable for a period for five (5) years thereafter, provided that the individual receiving the option remains a director or consultant of the Corporation; and FURTHER RESOLVED, that Charles D. Barnett, a consultant to the Corporation, is hereby granted an option to purchase fifteen thousand (15,000) shares of the Corporation's common stock at a price of Three and 60/1 00 Dollars ($3.60) per share with the date of grant being January 1, 1996. One-third (1/3) of such options shall become exercisable on January 1 of each of the next three (3) years and will remain exercisable for a period for five (5) years thereafter, provided that the individual receiving the option remains a consultant of the Corporation; and FURTHER RESOLVED, that the appropriate officers of the Corporation are hereby authorized and directed to execute and deliver such documents as may be necessary or proper to effect the foregoing resolutions. At this point in the meeting, Governor Brown announced that he was resigning as a director of the Corporation and was nominating Vincent Tan Chee Yioun to be the Chairman of the Board. On behalf of Bejaya, both Vincent Tan Chee Yioun and K. P. Tan thanked Governor Brown for his services to the Corporation and the guidance he provided Mr. Toole and the Corporation. They appreciated his bringing this opportunity to Berjaya. Dr. Horn also thanked Governor Brown on behalf of himself and his investors. He praised 3

Governor Brown's guidance and the time he spent assisting Mr. Toole. Upon motion made by Dr. Horn and seconded by Mr. K. P. Tan, the following motion was unanimously adopted by the Board of Directors: RESOLVED, that the Board of Directors does hereby accept the resignation of John Y. Brown, Jr.; and FURTHER RESOLVED, that Vincent Tan Chee Yioun is hereby elected Chairman of the Board to serve at the pleasure of the Board of Directors. After Governor Brown left the meeting, the directors agreed that the Corporation would make an appropriate gift to Governor Brown in recognition of his services in founding the Corporation and as Chairman. Mr. Toole then asked the representatives of Piper Jaffray, Inc. to make their presentation to the Board. Representing Piper Jaffray were Allan F. Hickok, Paul R. Jevnick, Rob J. Nicoski and Darren L. Acheson. These individuals described Piper Jaffray's strengths and reviewed their analysis of the value of the Corporation. The Board discussed the comparables that were used and the projections that were made. The Piper representatives then discussed the prospects of the Corporation to have an initial public offering of securities. The Board thanked the Piper representatives for their presentation and their comments. After the Piper representatives left, the Chairman then led a discussion on whether the Corporation should have a public offering of securities. The Board agreed that it was in the best interests of the Corporation to pursue an IPO. The Board further agreed that it would prefer to have Piper Jaffray, Inc., act as the lead underwriter with Robertson Stephens & Company act as the second underwriter. The Chairman thanked the members of the board for attending the meeting and stated that since there was no further business, the meeting was adjourned.
/s/ CHARLES D. BARNETT -------------------------Charles D. Barnett Secretary

4

EXHIBIT 10.5 ROADHOUSE GRILL, INC. STOCK OPTION AGREEMENT THIS AGREEMENT is made as of ___, 199___, by and between ROADHOUSE GRILL, INC, (the "Company") and ___________, who is an employee, officer, consultant or director of the Company or one of its subsidiaries (the "Employee"). WHEREAS, the Employee is a valuable and trusted employee, officer, consultant or director of the Company, and the Company considers it desirable and in its best interests that the Employee be given an inducement to acquire a further proprietary interest in the Company, and an added incentive to advance the interests of the Company by possessing a right (the "Option Right") to purchase shares of the Company's common stock, $.01 par value (the "Option Stock"), in accordance with the Roadhouse Grill, Inc. 1994 Stock Option Plan (the "Plan"). NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties as follows: 1. DEFINITIONS. All terms not defined herein and defined in the Plan shall be giver the meaning expressed in the Plan. 2. GRANT OF OPTION. The Company hereby grants to the Employee the right, privilege and option to purchase the number of shares of Option Stock, at the purchase price as shown on Schedule I attached hereto (the "Option Price"), in the manner and subject to the conditions hereinafter provided in this Agreement and as provided in the Plan. The Option Right granted hereunder is either an Incentive Stock Option or Non-Qualified Option, as specified on Schedule I. 3. TIME OF EXERCISE OF OPTION. The aforesaid Option Right may be exercised at any time, subject to Section 4, below, and from time to time, until the termination thereof as provided in Section 5, below, or as otherwise provided in the Plan; provided, however, that the Option Right granted herein may not be exercised after the termination date as shown on Schedule I, unless provided otherwise in the Plan. 4. VESTING OF OPTION RIGHT. The Option Right shall vest as provided on Schedule I. 5. METHOD OF EXERCISE. The Option Right shall be exercised in whole or in part, in increments of a minimum of 100 shares (unless the total Option Right is for less than 100 shares), at any time, or from time to time, during its term. To exercise an option, the Employee shall deliver written notice in the form attached hereto as Schedule II to the Company at its principal place of business, accompanied by payment of the Option Price per share and in

compliance with such other conditions and requirements as set forth in the Plan. Payment shall be made by a check and/or by submitting certificates of Common Stock of the Company endorsed to the Company, which shall be given their Fair Market Value on the date of exercise of the Option Right, and by a check equal to any withholding taxes that the Company is required to pay as a result of the exercise of the Option by the Employee. Such an exchange of Common Stock, however, is subject to prior receipt of an opinion of the Company's counsel that the exchange is allowable for all purposes under the securities laws of the United States and the laws of applicable states. Subject to the terms and conditions set forth in the Plan, as promptly as practicable after an Option is exercised, the Company shall deliver such shares issuable upon exercise of the Option. 6. TERMINATION OF EMPLOYMENT. The rights and obligations of the Employee upon Termination of Employment shall be as set forth in the Plan. 7. RESTRICTIONS ON RESALES. An Employee who may be deemed an "affiliate" of the Company, as that term is defined by the United States Securities and Exchange Commission (the "SEC"), may not resell the shares purchased hereunder except pursuant to registration under the Securities Act of 1933, as amended (the "Securities Act") or an exemption therefrom. Generally, directors, executive officers and holders of ten percent or more of the Company's shares may be regarded as affiliates of the Company. An affiliate who desires to reoffer and resell shares acquired from the Company hereby may do so pursuant to the applicable requirements of Rule 144 under the Securities Act, including the provisions governing the amount of securities that may be sold during any three-month period, the manner of sale and the filing of a Form 144 notice. Alternatively, such an affiliate may reoffer or resell such shares pursuant to a separate reoffer prospectus, if one is available. The amount of shares that may be reoffered or resold pursuant to such prospectus by such affiliate, and any other persons with whom such affiliate is acting in concert for the purpose of selling shares, may be subject to limitations specified in Rule 144(e). The Employee's status as an affiliate is determined at the time of the exercise of the Option. Resale of shares issuable hereunder may be subject to other state and federal securities law. The Employee is advised to consult with legal counsel as to compliance with the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and such other laws prior to resale of such shares. -2-

Under the plan, the Company, as a condition to the exercise of an Option to acquire shares not registered under the Securities Act, may require the Employee to represent and warrant at the time of any exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by the Securities Act. 8. RECLASSIFICATION, MERGER, ETC. The rights and obligations of the Company and the Employee as result of the transactions specified in Section 11 of the Plan shall be as provided therein. 9. RIGHTS PRIOR TO EXERCISE OF OPTION. This Option Right is nonassignable and nontransferable by the Employee except as provided in the Plan and, during his lifetime, is exercisable only by him. The Employee shall have no rights as a stockholder with respect to the Stock Option until payment of the Option Price and delivery to hire of such shares as herein provided. Nothing in this Agreement shall confer any right in an employee to continue in the employment of the Company or interfere in any way with the right of the Company to terminate such employment at any time. 10. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written. ROADHOUSE GRILL, INC.
By: ______________________ Charles D. Barnett, Secretary By: ______________________________ J. David Toole, III, President

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I hereby accept the Stock Option Right offered to me by the Company, as set forth in this Stock Option Agreement dated as of_____, 19____ and Schedule I, which is attached thereto. Accepted by:

Employee

Date -4-

SCHEDULE I The information set forth in this Schedule I is subject to all of the terms of the Roadhouse Grill, Inc. Stock Option Agreement to which this Schedule is attached. 1. Name of Employee, Officer, Consultant or Director: 2. Address:

3. Social Security Number:______________________________________ 4. Number of Shares:____________________________________________ 5. Exercise Price: $________per share. 6. Type of Option (check one): __ Incentive Stock Option X Non-Qualified Stock Option 7. NUMBER OF SHARES DATE VESTED TERMINATION DATE -5-

SCHEDULE II NOTICE OF EXERCISE I, the undersigned Employee, hereby give notice of the exercise of the Option described below, to the extent and in the manner specified herein, subject to all of the terms and conditions of the Roadhouse Grill, Inc. Stock Option Agreement granting this Option and the Roadhouse Grill, Inc. 1994 Stock Option Plan. If the shares to be acquired pursuant to this exercise of the Option are not registered under the Securities Act of 1933, as amended, the undersigned represents and warrants that the shares are being purchased only for investment and without any present intention to sell or distribute such shares. 1. Name of Employee, Officer, Consultant or Director: 2. Address:

3. 4. 5. 6.

Social Security Number:______________________________________ Number of Shares Being Exercised on This Date: _____________________________________________________________ Exercise Price: $______per share Manner of Payment: _____ _____ Check (amount enclosed: $__________________________ Stock Certificates (subject to receipt of opinion of counsel, as specified in Section 5 of the Stock Option Agreement) ______________________________ Signature ______________________________ Print Name

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EXHIBIT 10.6 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this "Sublease") is made as of this 31st day of July, 1995, by and between EQUITABLE REAL ESTATE INVESTMENT MANAGEMENT, INC. and COMPASS MANAGEMENT AND LEASING, INC. (collectively, the "Lessor") and ROADHOUSE GRILL, INC. (the "Lessee"). WITNESSETH: WHEREAS, Lessor is a party to that certain Standard Office Lease dated September 13, 1993 (the "Prime Lease") by and between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES (the "Landlord"" as landlord and Lessor as tenant, a copy of which as attached hereto as Exhibit "A"; and WHEREAS, subject to the terms and conditions hereinafter set forth, Lessor desires to sublease to Lessee, and Lessee desires to sublease from Lessor, a portion of the Premises (as such term is defined in the Prime Lease) consisting of approximately 7,580 square feet of rentable area which is stipulated and agreed by the parties and more particularly identified as Suite 160 on Exhibit "A" attached to the Prime Lease (the "Demised Premises"). NOW, THEREFORE, in consideration at the foregoing premises, the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. DEMISE. Lessor hereby leases and demises to Lessee, and Lessee hereby leases and hires from Lessor, the Demised Premises. The Demised Premises are leased in "AS IS" condition as on the date hereof. Any improvements or refurbishments desired by Lessee shall be at its expense and prosecuted in accordance with Section 12 of the Prime Lease, although Lessor's approval for such improvements or refurbishments shall not be required so long as Lessee obtains Landlord's approval for same. 2. TERM. The term of this Sublease (the "Term") shall commence on September 1, 1995 and shall terminate on September 30, 1998. So long as Lessee is not in default of its obligations under this Sublease beyond any applicable grace period, Lessor agrees it shall not exercise the Cancellation Option set forth in Paragraph 4 of that certain First Addendum attached to the Prime Lease. 3. RENT. Lessee shall pay to Lessor annual Base Rent with respect to the Demised Premises at the applicable per square foot rate set forth in the Prime Lease with respect to the Premises. Lessee shall also pay Overhead Rent (as such term is defined in the Prime Lease) with respect to the Premises, and in connection with same, Tenant's Share (as such term is used in the Prime Lease) shall be 6.1%. Notwithstanding the foregoing, Lessor waives and Lessee shall not be obligated to pay Base Rent and Overhead Rent for the months of September and October of 1995; provided, however, in the event of a default by Lessee under this Sublease which remains uncured beyond any applicable grace period (as contemplated by the effect of Paragraph 8 below), such abated amounts shall be immediately due and payable by Lessee to Lessor.

4. SECURITY DEPOSIT AND PREPAID BASE RENT. Upon its execution of this Sublease, Lessee shall pay Lessor Base Rent for the first month in which same is due under this Sublease and a Security Deposit equal to one month of Base Rent plus sales tax ($11,570.00). The rights and obligations of Lessor and Lessee with respect to the Security Deposit shall be governed by Paragraph 4.A. of the Prime Lease as though Lessor were the Landlord and Lessee the Tenant under the Prime Lease. 5. FURNITURE. The conference and reception furniture with the exception of one foyer table located against the wall to the right of the receptionist is hereby transferred by Lessor to Lessee. All pictures, mirror, planters, furniture and other decorative items remain the property of Lessor and may be removed by Lessor from the Premises at any time. 6. PARKING. Lessor hereby assigns to Lessee the use of 14 of its covered parking spaces and 14 of its uncovered parking spaces. 7. ASSIGNMENT AND SUBLETTING. This Sublease is personal to Lessee, and Lessee may not assign all or any portion of this Sublease or sublet all or any portion of the Demised Premises. Any purported assignment of this Sublease or sublet of the Demised Premises shall be null and void. 8. PRIME LEASE. This Sublease is subject and subordinate in all respects to the Prime Lease. Except as otherwise expressly set forth in this Sublease, all the terms, covenants and conditions of the Prime Lease shall apply to Lessor and Lessee under this Sublease with the same force and effect as if Lessor were the Landlord and Lessee the tenant under the Prime Lease. Without limiting the generality of the foregoing, in the event Lessee shall breach any term, covenant or condition this Sublease, Lessor shall have all the rights and remedies against Lessee as would be available under the Prime Lease to the Landlord against the Tenant if such breach were by the Tenant thereunder. Notwithstanding the foregoing, the following concepts shall control: A. except to the extent Lessor directs Lessee to pay Base Rent and Overhead Rent directly to Landlord, all monetary obligations payable by the Lessor under the Prime Lease shall be payable by Lessor unless the same are incurred directly by or on behalf of Lessee. B. Paragraphs 6., 7. and 14. of the Prime Lease have no application as between Lessor and Lessee. C. Lessor shall have no personal liability under this Lease, and any claim by Lessee against Lessor shall be enforced solely against Lessor's leasehold interest under the Prime Lease. 9. TERMINATION OF PRIME LEASE. Lessee shall not cause or permit to be caused any act or omission which would give the Landlord the right to terminate or cancel the Prime Lease prior to the Expiration Date set forth in the Prime Lease. Lessee shall indemnify and hold Lessor harmless from and against any loss, liability, claim, costs and expenses (including reasonable attorneys fees) incurred by Lessor as a result of any cancellation or termination of the Prime Lease resulting from any such act or omission. 2

10. NOTICES. All payments or notices required or permitted hereunder shall be in the form required for notices under the Prime Lease, except that notices hereunder shall be sent to the following addresses. If to Lessee, at the Demised Premises; if to Lessor, as follows: Compass Management and Leasing, Inc. NationsBank Tower Fort Lauderdale, Florida 33394 ATTENTION: On Site Property Manager With copies to: Equitable Real Estate Investment Management, Inc. Atlanta Regional Office The Equitable Building 100 Peachtree Street, Suite 2300 Atlanta, Georgia 30303 ATTENTION: Asset Manager and to: Holland & Knight One East Broward Blvd. P.O. Box 14070 Fort Lauderdale, Florida 33301 ATTENTION: Irwin J. Fayne, Esq. 11. MISCELLANEOUS. A. If any term or condition of this Sublease or the application thereof to any person or circumstance is, to any extent, invalid or unenforceable, the remainder of this Sublease, or the application of such term or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, is not to be affected thereby and each term and condition of this Sublease is to be valid and enforceable to the fullest extent permitted by law. This Sublease will be construed in accordance with the laws of the State of Florida. B. Lessee acknowledges that it has not relied upon any statement, representation, prior or contemporaneous written or oral promises, agreements or warranties, except such as are expressed herein. C. Each party represents and warrants that it has not dealt with any agent or broker in connection with this transaction except for Compass Management and Leasing, Inc., Cushman & Wakefield of Florida, Inc. and Raintree Properties and Investments, Inc. If either party's representation and warranty proves to be untrue, such party will indemnify the other party against all resulting liabilities, costs, expenses, claims, demands and causes of action, including reasonable attorneys' fees and costs through all appellate actions and proceedings, if any. The foregoing will survive the end of the Sublease Term. 3

12. RIGHT OF FIRST REFUSAL. As used in this paragraph, the "Negotiation Space" refers to the approximately 945 square feet of rentable area more particularly identified as Suite 160A on Exhibit "A" attached to the Prime Lease. If the Negotiation Space becomes the subject of a bona fide lease proposal (the "Proposal") by Lessor to a prospective tenant or by a prospective tenant to Lessor, Lessor shall deliver to Lessee a copy of any Proposal by notice to Lessee ("Lessor's Notice"), and Lessee shall have an option to lease the Negotiation Space described in the Proposal (the "Right") as provided in this paragraph. Lessee agrees to maintain the confidentiality of any Proposal. In order to exercise the Right, Lessee must deliver notice of such exercise to Lessor not later than 5 business days after Lessor's Notice. The Right shall be null and void should Lessee fail to exercise it within said 5 business days, and Lessor shall thereafter be free to deal with the prospective tenant in connection with the Negotiation Space as Lessor sees fit. Upon exercise of the Right, Lessee shall be deemed to have leased such Negotiation Space on the same terms and conditions of this Sublease and the Demised Premises shall be deemed to include the Negotiation Space, except as follows: (i) any conflict between the Proposal and this Sublease with regard to Rent and other economic terms in connection with such Negotiation Space shall be resolved in favor of the Proposal except as modified by this paragraph, (ii) the Expiration Date of the Negotiation Space shall be as contemplated by the Proposal notwithstanding the Expiration Date of the Demised Premises as originally set forth herein, (iii) Lessee's obligation to pay Rent with respect to the Negotiation Space shall commence as and when contemplated by the Proposal, (iv) Lessee's Share shall be ratably increased based on the rentable area of such Negotiation Space, and (v) Lessee shall accept the Negotiation Space in its "as-is" condition unless otherwise set forth in the Proposal. The parties shall execute an amendment to this Sublease that evidences the terms and conditions of Lessee's lease of the Negotiation Space as provided herein. 13. CONSENT OF LANDLORD. By its signature below, Landlord hereby agrees as follows: A. Landlord does hereby consent to the Sublease pursuant to the Prime Lease. This consent shall not be construed to amend the Prime Lease in any respect, any purported modifications being solely for the purpose of setting forth the rights and obligations as between Lessee and Lessor, but not binding Landlord. 4

B. The parties acknowledge that the Sublease is subordinate and inferior to the Prime Lease, and that the Sublease shall automatically terminate upon any termination of the Prime Lease. C. Lessor acknowledges and agrees that it shall not be released from, and shall continue to be bound under, the Prime Lease irrespective of Landlord's consent to the Sublease. D. Lessee acknowledges that it and Landlord are not contractually bound in any manner except as expressly set forth in this Paragraph entitled Consent of Landlord. Lessee specifically acknowledges that Landlord is not a party to the Sublease. E. If Lessor breaches any of the terms and provisions of the Prime Lease, Landlord may elect to receive directly from Lessee all sums due or payable to Lessor by Lessee pursuant to the Sublease, and upon receipt of a written notice from Landlord referencing this paragraph, Lessee shall thereafter pay to Landlord any and all sums becoming due or payable under the Sublease. Lessor shall receive from Landlord a corresponding credit for such sums against any payments then due or thereafter becoming due from Lessee. Neither the giving of such written notice to Lessee nor the receipt of such direct payments from Lessee shall cause Landlord to assume any of Lessor's duties, obligations and/or liabilities under the Sublease, nor shall such event impose upon Landlord the duty or obligation to honor the Sublease nor subsequently to accept Lessee's attornment. F. Lessee shall have an option (the "Option") to extend the term of the Prime Lease for one additional period of three years from the Expiration Date set forth therein (the "renewal Term") and assume the Prime Lease upon commencement of the renewal Term. In order to exercise the Option, Lessee must give written notice to Landlord not less than nine months prior to the Expiration Date that it wished to extend the term of the Prime Lease; provided, however, that Lessee shall not be entitled to exercise the Option unless each of the following conditions shall be fully satisfied at the time of its exercise: (i) the Prime Lease shall be in full force and effect; (ii) the original Lessee named in this Sublease shall be in possession of the Demised Premises; and (iii) Lessee shall not then be in default under any terms, provisions, convenants or conditions of either the Prime Lease or this Sublease. If Lessee exercises the Option as provided, the Expiration Date shall be extended for a period of three years and Base Rent shall be adjusted to market rent. Notwithstanding anything to the contrary herein or in the Prime Lease, Lessor shall have no liability for and shall automatically be released from any obligations arising under the Prime Lease during the renewal Term. If Lessee shall fail to give written notice to Landlord of Lessee's exercise of the Option provided, Lessee shall be deemed to have waived its right to exercise the Option and to occupy any space in the Building beyond the Expiration Date. Market rent (including escalations for successive years of the renewal term) shall be determined by Landlord in its reasonable discretion. Landlord's determination shall be based, as Landlord deems appropriate, upon then current and projected rents for spaces in the Building which are then for rent (or, if none, which have been rented during the prior twelve months) or projected to be for rent during the Prime Lease Term, adjusted for any special conditions applicable to such spaces and leases, for location, length of term, amount of space and other factors Landlord deems relevant in computing rents for space in the Building. Including adjustments for anticipated inflation, and subject to adjustments for fluctuations in market rents, market conditions and price conditions. Notwithstanding anything herein to the contrary, Landlord's determination of market rent shall be final, and Lessee's sole remedy in the event that it is dissatisfied with such determination shall be non-exercise of the Option. Landlord agrees that, if requested by Lessee not less than twelve nor more than thirteen months prior to the expiration date of the Prime Lease, it will advise Lessee of and be bound by Landlord's determination of market rent for the renewal Term. Landlord grants to Lessee the Option specifically due to the character and nature of Lessee. IN WITNESS WHEREOF, the parties hereto have executed this Sublease under seal as of the date first above written.
Signed, sealed and delivered in the presence of Witnesses: LESSOR: EQUITABLE REAL ESTATE INVESTMENT MANAGEMENT, INC. By: /s/ SUSAN HAWKEN -------------------------Name: VICE PRESIDENT ------------------------Title: authorized agent

/s/ LINDA A. QUINN - ---------------------------LINDA A. QUINN - ---------------------------Name Printed /s/ J. SUE KING - ---------------------------J. SUE KING - ---------------------------Name Printed /s/ MICHAEL FESS - ---------------------------MICHAEL FESS - ---------------------------Name Printed /s/ MICHAEL VULLIS - ---------------------------MICHAEL VULLIS - ---------------------------Name Printed

COMPASS MANAGEMENT AND LEASING, INC. By: /s/ ILLEGIBLE ---------------------------Name: VICE PRESIDENT ---------------------------Title: authorized agent

5

/s/ GARY EGGLINSTON - ----------------------------GARY EGGLINSTON - ----------------------------Name Printed /s/ JENNIFER VERDI - -----------------------------JENNIFER VERDI - -----------------------------Name Printed

LESSEE: ROADHOUSE GRILL, INC.

By: /s/ JOHN D. TOOLE ----------------------------Name JOHN D. TOOLE ---------------------------Title: VICE PRESIDENT -------------------------LANDLORD: THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES By: /s/ TERRELL E. DAFFER --------------------------Name: TERRELL E. DAFFER ------------------------Title: INVESTMENT OFFICER ------------------------

/s/ LINDA A. QUINN - -----------------------------LINDA A. QUINN - -----------------------------Name Printed /s/ J. SUE KING - -----------------------------J. SUE KING - ----------------------------Name Printed

6

EXHIBIT "A" CYPRESS CENTRE STANDARD OFFICE LEASE

INDEX TO CYPRESS CENTRE STANDARD OFFICE LEASE LEASE
Basic Lease Information Rider .........................................I,II,III 1 2 3 4 5 6 7 8 9 10 11. 12. 13. 14. 15. 16. 17 18. 19. 20. 21. 22. 23. 24 25. 26. 27 28 29. 30. 31. 32. 33. 34 35. 36. 37. 38. 39. 40. 41. 42. Premises; Common Areas....................................................1 Lease Term; Lease Dates ..................................................1 Rent......................................................................2 Security Deposit..........................................................5 Use.......................................................................6 Delay of Possession.......................................................7 Acceptance of Premises; Landlord's Work...................................8 Parking...................................................................8 Building Services.........................................................9 Security.................................................................12 Repairs and Maintenance..................................................12 Tenant's Alterations.....................................................13 Landlord's Additions and Alterations.....................................15 Assignment and Subletting................................................15 Tenant's Insurance Coverage..............................................16 Landlord's Insurance Coverage............................................17 Subrogation..............................................................17 Damage or Destruction By Casualty........................................17 Condemnation and Eminent Domain..........................................18 Limitation of Landlord's Liability; Indemnification......................19 Relocation of Tenant.....................................................19 Compliance With Laws and Procedures......................................20 Right of Entry...........................................................21 Default..................................................................21 Landlord's Remedies for Tenant's Default.................................22 Landlord's Right to Perform for Tenant's Account.........................23 Liens....................................................................23 Notices..................................................................24 Mortgage; Estoppel Certificate; Subordination............................24 Attornment and Mortgagee's Request.......................................24 Transfer by Landlord.....................................................25 Surrender of Premises; Holding Over......................................25 No Waiver; Cumulative Remedies...........................................26 Waiver...................................................................26 Consents and Approvals...................................................26 Rules and Regulations....................................................27 Successors and Assigns...................................................27 Quiet Enjoyment..........................................................27 Entire Agreement.........................................................27 Hazardous Materials......................................................27 Bankruptcy Provisions....................................................28 Miscellaneous............................................................30

EXHIBIT(S): Exhibit "A" Floor Plan Exhibit "B" Space Plan Exhibit "C" Rules and Regulations ADDENDUM: First Addendum GUARANTY:

BASIC LEASE INFORMATION RIDER Corporate Lease CYPRESS CENTRE STANDARD OFFICE LEASE
Preamble Page 1 Preamble Page 1 Preamble Page 1 Section 1 Page 1 Section 1 Page 1 Section 2 Page 1 Section 2 Page 1 Section 2 Page 1 Section 2 Page 1 Section 3 Page 2 Date of Lease: SEPTEMBER 13. 1993 Landlord: THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation qualified to do business in the State of Florida. Tenant: EQUITABLE REAL ESTATE INVESTMENT MANAGEMENT INC. AND COMPASS MANAGEMENT AND LEASING INC. a FLORIDA entity formed under the laws of the State of DELAWARE and qualified to do business in the State of Florida jointly and severally. Premises: SUITE #160 AND 160 A 6600 North Andrews Avenue Fort Lauderdale, Florida 33309 Net Rentable Area of Premises: 8525 (R) Lease Commencement Date: October 1. 1993 Expiration Date: Lease Term: September 30. 1998 Five years (60 Months)

Rent Commencement Date: October 1. 1993 Base Rent: -

10/1/93 - 9/30/94

(a) During the first 12 months of the Lease Term beginning with the payment, if any, due on the Lease Commencement Date, the Monthly Base Rent shall be $ 9.00 per net rentable square foot of the Premises, that is, $6393.75 per month, plus Florida State Sales tax; (b) During the next 12 months of the Lease Term beginning with the payment due on the day following the expiration of the period described in subsection (a) above, the Monthly Base Rent shall be $ 9.36 per net rentable square foot of the Premises, that is, $6649.50 per month, plus Florida State Sales tax; (c) During the next 12 months of the Lease Term beginning with the payment due on the day following the expiration of the period described in subsection (b) above, the Monthly Base Rent shall be $ 9.73 per net rentable square foot of the Premises, that is, $6912.35 per month, plus Florida State Sales tax;

10/1/94 - 9/30/95

10/1/95 - 9/30/96

10/1/96 - 9/30/97

(d) During the next 12 months of the Lease Term beginning with the payment due on the day following the expiration of the period described in subsection (c) above, the Monthly Base Rent shall be $ 10.12 per net rentable square foot of the Premises, that is, $7189.42 per month, plus Florida State sales tax; (e) During the next 12 months of the Lease Term beginning with the payment due on the day following the expiration of the period described in subsection (d) above, the Monthly Base Rent shall be $ 10.53 per net rentable square foot of the Premises, that is, $7480.69 per month, plus Florida State Sales tax;

10/1/97 -9/30/98

Section 3 Tenant's Share: 6.85% Page 4 --------------------------------------------------Sections Security Deposit Received: Waived 3, 4 -----------------------------------------Pages 5, 6 Section 5 Use of Premises: General Administrative Offices Pages 6, 7 ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Tenant's Address for Notices Prior to Lease Commencement Date: 1900 Glades Road Suite #451 Boca Raton. FL 33431 Tenant's Address for Notices After Lease Commencement Date: Tenant The Premises Landlord's Address for Notices: The Equitable Life Assurance Society of the United States Cypress Centre 6600 N. Andrews Ave Fort Lauderdale, FL 33309 ATTENTION: Regional Property Manager With copies to: Building Management Office

6600 North Andrews Avenue Fort Lauderdale, Florida 33309 ATTENTION: On Site Property Manager and to: Shutts & Bowen 1500 Edward Ball Building - Miami Center Miami, Florida 33131 ATTENTION: Kevin D. Cowan, Esq. Section 8 Pages 7, 8, 9 Number of Parking Spaces in Covered Parking Area: Sixteen (16) -------------------------------------a) Monthly Rate Per Parking Space $ -0 -------------------------Number of Parking Spaces in Uncovered Parking Area: Sixteen (16) -----------------------------------a) Monthly Rate Per Parking Space $ -0 -------------------------Section 15 Pages 14, 15 Section 40 Page 24 Amount of General Comprehensive Liability Insurance: $ 1,000,000 -------------------------------------------------Tenant's Real Estate Broker: N/A ------------------------------------------------------------Landlord's Real Estate Broker: N/A ------------------------------------------------------------

Certain of the information relating to the Lease, including many of the principal economic terms, are set forth in the foregoing Basic Lease Information Rider (the "BLI Rider") . The BLI Rider and the Lease are, by this reference, hereby incorporated into one another. In the event of any direct conflict between the terms of the BLI Rider and the terms of the Lease, the BLI Rider shall control. Where the Lease simply supplements the BLI Rider and does not conflict directly therewith, the Lease shall control.

IN WITNESS WHEREOF, Landlord and Tenant have signed this BLI Rider as of this 28 day of September, 1993. "TENANT" Equitable Real Estate Investment Management Inc.
By: /s/ SUSAN HAWKEN ----------------------------Its: ATTORNEY-IN-FACT ----------------------SUSAN HAWKEN

Witnesseth:
/s/ ANN M. FLYN -------------------------------/s/ ILLEGIBLE -------------------------------"LANDLORD" The Equitable Life Assurance Society of the United States By: /s/ ILLEGIBLE -------------------------Its: Investment Officer ---------------------"TENANT" COMPASS Management and Leasing, Inc.

By: /s/ ILLEGIBLE -----------------------------Its: Vice President ------------------------Witnesseth: /s/ ILLEGIBLE ---------------------------------/s/ ILLEGIBLE ----------------------------------

Witnesseth: /s/ ILLEGIBLE - ------------------------------/s/ ILLEGIBLE - -------------------------------

CYPRESS CENTRE STANDARD OFFICE LEASE THIS LEASE ("Lease") is made as of the 13th day of SEPTEMBER , 1993, by and between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation authorized to do business in the State of Florida ("Landlord"), and EQUITABLE REAL ESTATE INVESTMENT MANAGEMENT INC. AND COMPASS MANAGEMENT AND LEASING. INC. an entity formed under the Laws of the State of DELAWARE authorized to do business in the State of Florida, are referred to herein as "Tenant", jointly and severally. W I T N E S S E T H: 1. PREMISES: COMMON AREAS: Landlord leases to Tenant and Tenant leases from Landlord the premises in the Cypress Centre Building located at 6600 North Andrews Avenue, Fort Lauderdale, Florida 33309 (together with the covered and uncovered parking facilities sometimes collectively referred to herein as the "Building") known by that certain suite number set forth in the Basic Lease Information Rider (the "BLI Rider") attached to the front of this Lease and incorporated into this Lease by this reference, which space is more particularly shown on the floor plan attached hereto as Exhibit "A" and by this reference incorporated herein ("Premises"). The parties hereby agree that the Premises contain the number of net rentable square feet set forth in the BLI Rider and that such total amount of net rentable square feet already includes an add-on factor to usable square feet of fifteen percent (15%). In addition to the Premises, Tenant has the right to use, in common with others, the lobby, public entrances, public stairways and public elevators of the Building. The common areas serving the Building, including those referenced above, the parking facilities, and all others, will at all times be subject to Landlord's exclusive control and management in accordance with the terms and provisions of this Lease.

2. LEASE TERM: LEASE DATE: A. General. The lease term ("Lease Term") is for the period of time set forth in the BLI Rider, commencing on the Lease commencement date set forth in the BLI Rider ("Lease Commencement Date") and ending on the Lease expiration date set forth in the BLI Rider ("Expiration Date"). Tenant's obligation to pay all rent, including Base Rent, Overhead Rent and Additional Rent, (collectively, "Rent"), as such terms are hereafter defined, will commence on the rent commencement date set forth in the BLI Rider ("Rent Commencement Date"). Notwithstanding the foregoing, the parties agree and acknowledge that the aforesaid Lease Commencement Date and/or the Rent Commencement Date are subject to change pursuant to the work letter attached hereto as Exhibit "B" and by this reference incorporated herein ("Work Letter"), including, but not limited to, Sections 6 and/or 7 thereof. B. Default Prior to Rent Commencement Date. The parries agree that as long as Tenant shall have duly kept and performed all of the terms and conditions to be kept and performed by Tenant under this Lease, for the time period (if any) beginning on the Lease Commencement Date and ending on the Rent Commencement Date (hereinafter referred to as the "Rent Free Period"), Tenant and only Tenant hereunder (this provision shall not apply to any assignee or subtenant of Tenant) may occupy the Premises without any obligation to pay Rent, whether pursuant to all of the terms of this Lease and (iii) Tenant hereby acknowledges that Landlord's waiver of the Rent during the Rent Free Period, as well as Landlord's giving of any other lease concessions to Tenant, including, but not limited to, tenant improvement work and funds, are conditioned upon Tenant not being in default hereunder and should Tenant default hereunder, such amounts shall, without notice and in addition to all other rights and remedies available to Landlord, become immediately due and payable by Tenant to Landlord. 3. RENT: A. BASE RENT. During the Lease Term, Tenant will pay as the base rent for the Premises ("Base Rent") the amounts set forth in the BLI Rider, with same being payable without demand, setoff or deduction, in advance, on or before the first day of each month, in equal monthly installments of the amounts set forth in the BLI Rider plus applicable sales and other such taxes as are now or later enacted.

B. OVERHEAD RENT. Tenant shall pay, as overhead rent ("Overhead Rent"), prorated for that part of the Lease Term within the applicable calendar year, Tenant's share ("Tenant's Share"), as hereafter defined, of the total amount of (i) the annual operating expenses ("Operating Expenses"), as hereafter defined, and (ii) the annual taxes ("Taxes"), as hereafter defined. For all years during the Lease Term, Landlord shall, in advance, reasonably estimate for each such calendar year the total amount of the Overhead Rent. One-twelfth (1/12) of the estimated Overhead Rent shall be payable monthly, in advance, along with the monthly payment of the Base Rent. Landlord shall use good faith efforts to make such estimate on or before January 1 of each calendar year. On or before March 31 following a year for which Overhead Rent is payable hereunder, Landlord shall use good faith efforts to provide Tenant with the amount of the actual Overhead Rent for the previous year, and a reasonable breakdown of the items included therein, together with an invoice for any underpayments of Overhead Rent (to be paid within thirty (30) days following receipt of such invoice, or to be included with the next monthly payment of Rent, whichever shall first occur) or either notice that Tenant's overpayment of Overhead Rent will be deducted from Tenant's Share of Overhead Rent for the forthcoming year or a check to Tenant to reimburse Tenant for any such overpayment of Overhead Rent. For a period of thirty (30) days after receipt of the aforedescribed reconciliation statements, Tenant shall have the right, upon advance notice, to visit Landlord's office in the Building during Business Hours, as hereafter defined, to inspect its books and record concerning the Overhead Rent. When calculating annual Taxes, such calculation shall, with respect to ad valorem taxes, be calculated with reference to the gross amount set forth in the official tax bill issued by the appropriate taxing authorities, irrespective of the amount actually paid by Landlord for such year in light of a protest or dispute over the amount of such Taxes. In the event the Taxes for any year are in fact contested by Landlord, however, ultimately the amount payable for that year shall be the amount found to be payable in a final determination, whether such final determination is in the form of a pronouncement from the appropriate tribunal or a settlement. The delivery of the aforedescribed projection statement after January 1 and/or the reconciliation after March 31 shall not be deemed a waiver of any of Landlord's rights to collect monies and/or a waiver of any of the duties and obligations of Tenant as described in this section or as provided elsewhere in this Lease. C. DEFINITION OF MATERIAL TERMS. (a) The term "Operating Expenses. shall mean (i) any and all costs of ownership, management, operation repair and maintenance of the Building, including, without limitation, wages, salaries, professionals' fees, taxes, insurance, benefits and other payroll burdens of all employees, janitorial, maintenance, guard and other services, building management office rent or rental value, power, fuel, water, waste disposal, landscaping care, lighting, garbage removal, window cleaning, system maintenance, parking area care, and any and all other utilities, materials, supplies, maintenance, repairs, insurance applicable to the Building and Landlord's personal property and depreciation on personal property, and (ii) the cost (amortized over such reasonable period as landlord shall determine together with interest at the rate of twelve percent (12%) per annum on the unamortized balance) of any capital improvements made to the building by landlord after the date of this lease that reduce other operating expenses or made to the building by landlord after the date of this lease that are required under any governmental law or regulation; provided, however, that operating expenses shall not include real property taxes, depreciation on the building other than depreciation on carpeting in public corridors and common areas, costs of tenants' improvements, real estate broker's commissions, interest and capital items other than those referred to in subsection (ii) above. Landlord shall maintain accounting books and records in accordance with

sound accounting principles. In determining the amount of Operating Expenses for any calendar year, including the Base Year, (i) if less than one-hundred percent (100%) of the Building shall have been occupied by tenants and fully used by them, Operating Expenses shall be increased to an amount equal to the like operating expenses which would normally be expected to be incurred had such occupancy been one-hundred percent (100%) and had such full utilization been made during the entire period or (ii) if Landlord is not furnishing particular work or services (the cost of which if performed by Landlord would constitute an Operating Expense) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be deemed to be increased by an amount equal to the additional expense which would reasonably have been incurred during such period by Landlord had Landlord furnished such work or service to such tenant. Landlord hereby agrees to deduct each year from the amount of the Operating Expenses the total amount of any and all sums, amounts or charges paid by Tenant or other tenants of the Building directly to Landlord or its agent for specific tenant requested services. (b) The term "Taxes" shall mean the gross amount of all impositions, taxes, assessments (special or otherwise), water and sewer assessments and other governmental liens or charges of any and every kind, nature and sort whatsoever, ordinary and extraordinary, foreseen and unforeseen, and substitutes therefor, including all taxes whatsoever (except for taxes for the following categories which shall be excluded from the definition of Taxes: any inheritance, estate, succession, transfer or gift taxes imposed upon Landlord or any income taxes specifically payable by Landlord as a separate tax-paying entity without regard to Landlord's income source as arising from or out of the Building and/or the land on which it is located) attributable in any manner to the building, the land on which the Building is located or the rents (whether Base Rent, Overhead Rent or Additional Rent) or other payments receivable therefrom, or any part thereof, or any use thereon, or any faculty located therein or used in conjunction therewith or any charge or other amount required to be paid to any governmental authority, whether or not any of the foregoing shall be designated "real estate tax", "sales tax", "rental tax", "excise tax", "business tax", or designated in any other manner. (c) The term "Tenant's Share" shall mean the percentage set forth in the BLI Rider. Landlord and Tenant acknowledge that Tenant's Share has been obtained by taking the net rentable area of the Premises, which Landlord and Tenant hereby stipulate for all purposes is the amount set forth in the BLI Rider, and dividing such number by the total net rentable area of the Building, which Landlord and Tenant hereby stipulate for all purposes is 124,462 net rentable square feet, and multiplying such quotient by 100. In the event Tenant's Share is changed during a calendar year by reason of a change in the net rentable area of the Premises, Tenant's Share shall thereafter mean the result obtained by dividing the new net rentable area of the Premises by 124,462 net rentable square feet and multiplying such quotient by 100 and for the purposes of subsection 3B, Tenant's Share shall be determined on the basis of the number of days during such calendar year applicable to each such Tenant's Share.

(d) The term "Rent" shall mean the sum of the Base Rent and the Overhead Rent and the parking charges and, in the event of a default hereunder by Tenant, shall also include Additional Rent. The term "Additional Rent" is sometimes used herein to refer to any and all other sums payable by Tenant hereunder, including, but not limited to, parking charges. Tenant agrees to pay Additional Rent upon demand by Landlord and that Additional Rent is to be treated in the same manner as Rent hereunder, both in terms of the lien for Rent herein provided and in terms of the default provisions herein contained. D. RELATED PROVISIONS. (a) Tenant covenants and agrees, notwithstanding the existence of any grace periods hereunder, to pay a late charge for any payment of Rent or Additional Rent not received by Landlord on or before the date when same is due. *Said late charge shall be computed from the first day of the month in the case of Rent and from the date when same is due in the case of Additional Rent. The amount of the late charge shall be an amount equal to the interest accruing on the sum(s) outstanding, with such interest commencing on the dates aforesaid, ending on the date of receipt of the sum(s) by Landlord and having a rate equal to eighteen percent (18%) per annum. In the event any late charge is due to Landlord, Landlord shall advise Tenant in writing and Tenant shall pay said late charge to Landlord along with and in addition to the next payment of Rent. (b) All sums due and payable pursuant to the terms and provisions of this Lease shall be paid by Tenant without offset, demand or other credit, and shall be payable only in lawful money of the United States of America which shall be legal tender in payment of all debts and dues, public and private, at the time of payment. All sums payable by Tenant hereunder by check shall be obtained against a financial institution located in the United States of America. The Rent and Additional Rent shall be paid by Tenant at the Building management office located in the Building or elsewhere as designated by Landlord in writing to Tenant. Landlord hereby acknowledges payment by Tenant of the amount set forth in the BLI Rider, representing payment of the first month's Base Rent and Florida State Sales Tax for the first month of this Lease. (c) In addition to Base Rent and Overhead Rent, Tenant shall and hereby agrees to pay to Landlord each month a sum equal to any sales tax, tax on rentals and any other similar charges now existing or hereafter imposed, based upon the privilege of leasing the space leased hereunder or based upon the amount of rent collected therefor. (d) If Tenant's possession of the Premises commences on any day other than the first day of the month, Tenant shall occupy the Premises under the terms of this Lease and the pro rata portion of the Rent shall be paid by Tenant; provided, however, that in such an event the Lease Commencement Date, for the purposes of this Lease, shall be deemed to be the first day of the month immediately following the month in which possession is a given. (e) Overhead Rent for the final months of this Lease is due and payable even though it may not be calculated unti1

subsequent to the Expiration Date of the Lease. Tenant expressly agrees that Landlord, at Landlord's sole discretion, may apply the security deposit ("Security Deposit"), as hereafter defined, in full or partial satisfaction of any Overhead Rent due for the final months of this Lease. If said Security Deposit is greater than the amount of any such Overhead Rent and there are no other sums or amounts owed Landlord by Tenant by reason of any other terms, provisions, covenants or conditions of this Lease, then Landlord shall refund the balance of said Security Deposit to Tenant as provided herein. Nothing herein contained shall be construed to relieve Tenant, or imply that Tenant is relieved, of the liability for or the obligation to pay any Overhead Rent due for the final months of this Lease by reason of the provisions of this paragraph, nor shall Landlord be required first to apply said Security Deposit to such Overhead Rent if there are any other sums or amounts owed Landlord by Tenant by reason of any other terms, provisions, covenants or conditions of this Lease. (f) Tenant hereby agrees that the Base Rent and the Overhead Rent from time to time computed by Landlord shall be final and binding for all purposes of this Lease unless, within thirty (30) days after Landlord provides Tenant with written notice of the amount thereof, Tenant provides Landlord with written notice (i) disputing the mathematical accuracy of such amount (the "Disputed Amount"), (ii) designating an attorney or accountant, reasonably acceptable to Landlord, and appointed by Tenant, at its sole cost and expense, to review the mathematical accuracy of the Disputed Amount with Landlord and/or its designated representatives and (iii) confirming that the Disputed Amount shall not be subject to adjustment, and agreeing to pay all of Landlord's costs and expenses in connection with such review, including attorneys' fees and accountants' fees, unless as a result thereof the Disputed Amount is demonstrated to contain a mathematical error in excess of five percent (5%) of the Disputed Amount. Landlord hereby agrees, in the event it receives such notice from Tenant, to cooperate in promptly completing such review and promptly refunding any excess portion of the Disputed Amount so long as such excess portion exceeds five percent (5%) of the Disputed Amount. 4. SECURITY DEPOSIT: SECURITY INTEREST: A. SECURITY DEPOSIT. Tenant, concurrently with the execution of this Lease, has deposited with Landlord the amount set forth in the BLI Rider as the security deposit ("Security Deposit") hereunder. This sum will be retained by Landlord as security for the payment by Tenant of the Rent and Additional Rent and for the faithful performance by Tenant of all the other terms and conditions of this Lease. In the event Tenant fails to faithfully perform the terms and conditions of this Lease, Landlord, at Landlord's option, may at any time apply the Security Deposit or any part thereof toward the payment of the Rent and/or Additional Rent and/or toward the performance of Tenant's obligations under this Lease; in such event, within five (5) days after notice, Tenant will deposit with Landlord cash sufficient to restore the Security Deposit to its original amount. The Security Deposit is not liquidated damages. Landlord will return the unused portion of the Security Deposit to Tenant within thirty (30) days after the Expiration Date if Tenant is not in violation of any of the provisions of this Lease. Landlord may (but is not obligated to) exhaust any or all rights and remedies against Tenant before resorting to the Security Deposit. Landlord will not be required to pay Tenant any interest on the Security Deposit nor hold same in a separate account. If Landlord sells or otherwise conveys the Building, Landlord will deliver the Security Deposit or the unapplied portion thereof to the new owner. Tenant agrees that if Landlord turns over the Security Deposit or the unapplied portion thereof to the new owner Tenant will look to the new owner only and not to Landlord for its return upon expiration of the Lease Term. If Tenant assigns this Lease with the consent of Landlord, the Security Deposit will remain with Landlord for the benefit of the

new tenant and will be returned to such tenant upon the same conditions as would have entitled Tenant to its return. B. SECURITY INTEREST. In addition to any statutory lien granted to landlords under the laws of Florida, Landlord shall have, at all times, and Tenant hereby grants and agrees to grant Landlord a valid security interest to secure payment of all Base Rent, Overhead Rent and Additional Rent and all other sums payable under this Lease as Rent becoming due hereunder from Tenant, and to secure payment of any damages or loss which Landlord may suffer by reason of the breach by Tenant of any covenant, agreement or condition contained herein, upon all goods, equipment, fixtures, furniture, improvements, inventory, chattel, and other personal property of Tenant presently, or which may hereafter be situated within the Premises whether now owned or hereafter acquired, and all proceeds therefrom, including, without limitation, insurance proceeds (collectively "Personal Property"), and such Personal Property shall not, during any period a default exists, be removed from the Premises without the prior consent of Landlord, which consent may be withheld in Landlord's sole discretion, until all arrearages in Rent, as well as any and all other sums of money then due to Landlord hereunder, shall first have been paid and discharged and all the covenants, agreements and conditions hereof have been fully complied with and performed by Tenant. In the event of a default by Tenant hereunder, Landlord may, in addition to any other remedies provided elsewhere herein or allowed by law, all of which are cumulative, enter upon the Premises and take possession of any and all Personal Property of Tenant situated within the Premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale the Landlord or its assigns may purchase such Personal Property unless otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other manner of giving Tenant reasonable notice; the requirement of reasonable notice shall be met if such notice is given in the manner prescribed in this Lease at least five (5) days before the time of sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding and selling of the Personal Property (including, without limitation, reasonable attorneys' fees and legal expenses) shall be applied as a credit against the indebtedness secured by the security interest granted in this Section. Any surplus shall be paid to Tenant or as otherwise required by law, and Tenant shall pay any deficiencies forthwith. Contemporaneous with the execution of this Lease, and, at any other time during the Lease Term if requested by Landlord, Tenant shall execute and deliver to Landlord Uniform Commercial Code financing statements in sufficient form so that when properly filed, the security interest hereby given shall thereupon be perfected. If requested hereafter by Landlord, Tenant shall also execute and deliver to Landlord Uniform Commercial Code financing statement change instruments in sufficient form to reflect any proper amendment or modification in or extension of the aforesaid contract lien and security interest hereby granted. Landlord shall, in addition to all of its rights hereunder, also have all of the rights and remedies of a secured party under the Uniform Commercial Code as applicable in Florida.

5. USE: A. GENERAL. Tenant will use and occupy the Premises solely for the operation of the business set forth in the BLI Rider and for no other use whatsoever. Tenant acknowledges that its type of business, as above specified, is a material consideration for Landlord's execution of this Lease. Tenant will not commit waste upon the Premises nor suffer or permit the Premises or any part of them to be used in any manner, or suffer or permit anything to be done in or brought into or kept in the Premises or the Building, which would: (i) violate any law or requirement of public authorities, (ii) cause injury to the Building or any part thereof, (iii) annoy or offend other tenants or their patrons or interfere with the normal operations of HVAC, plumbing or other mechanical or electrical systems of the Building or the elevators installed therein, (iv) constitute a public or private nuisance, or (v) alter the appearance of the exterior of the Building or of any portion of the interior other than the Premises pursuant to the provisions of this Lease. Tenant agrees and acknowledges that Tenant shall be responsible for obtaining any special amendments to the certificate of occupancy for the Premises and/or the Building and any other governmental permits, authorizations or consents required solely on account of Tenant's use of the Premises. B. PROHIBITED USES. Tenant hereby represents, warrants and agrees that Tenant's business is not and shall not be photographic, multilith or multigraph reproductions or offset printing. Anything contained herein to the contrary notwithstanding, Tenant shall not use the Premises or any part thereof, or permit the Premises or any part thereof to be used, (i) for the business of photographic, multilith or multigraph reproductions or offset printing; (ii) for a retail banking, trust company, depository, guarantee or safe deposit business open to the general public, (iii) as a savings bank, a savings and loan company open to the general public, (iv) for the sale to the general public of travelers checks, money orders, drafts, foreign exchange or letters of credit or for the receipt of money for transmission, (v) as a stock broker's or dealer's office or for the underwriting or sale of securities open to the general public, (vi) as a restaurant or bar or for the sale of confectionery, soda, beverages, sandwiches, ice cream or baked goods or for the preparation, dispensing or consumption of food or beverages in any manner whatsoever, (vii) as a news or cigar stand, (viii) as an employment agency, labor union office, physician's or dentist's or dentist's office, dance or music studio, school (except for the training of employees of Tenant), or (ix) as a barber shop or beauty salon. Nothing in this Section shall preclude Tenant from using any part of the Premises for photographic, multilith or multigraph reproductions to the extent that such uses are incidental to Tenant's own business or activities. C. WEIGHT LIMITATIONS. Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot area which such floor was designated to carry and which may be allowed by law. Landlord reserves the right to prescribe the weight limitations and position of all heavy equipment and similar items, and to prescribe the reinforcing necessary, if any, which in the opinion of the Landlord may be required under the circumstances, such reinforcing to be at Tenant's expense.

6. DELAY OF POSSESSION: A. INITIAL DELAY. If Landlord is unable to deliver possession of the Premises by reason of the holding over of any prior tenant or any other reason not attributable to fault on the part of Tenant, the payment of Rent shall not commence until Landlord delivers possession of the Premises to Tenant. However, nothing set forth herein will operate to extend the Lease Term and said abatement will be the full extent of Landlord's liability to Tenant on account of a delay in delivery of possession of the Premises. B. SUBSEQUENT DELAY. Notwithstanding Section 6A above, if Landlord is unable to deliver possession of the Premises to Tenant within ninety (90) days after the Lease Commencement Date, by reason of anything other than fault on the part of Tenant or any of Tenant's Agents, as hereafter defined, or on account of an event or condition described in Section 42R, either Landlord or Tenant will have the right to terminate this Lease upon written notice delivered to the other party within ten (10) days after the lapse of said 90-day period. Upon such termination, Landlord and Tenant will each be released from all further liability under this Lease. The failure to complete minor or insubstantial details of construction, decoration or mechanical adjustments shall not be considered a delay in delivery of the Premises. 7. ACCEPTANCE OF PREMISES: LANDLORD'S WORK: Improvements, if any, to be made to the Premises by Tenant shall be made in accordance with the Work Letter. Improvements, if any, to be made to the Premises by Landlord are specifically set forth in the Work Letter and there are no others. All improvements made to the Premises, whether by Landlord or Tenant, will become the property of Landlord when attached to or incorporated into the Premises. Such property will remain the property of Landlord upon termination of this Lease. The taking of possession by Tenant (or any permitted assignee or subtenant of Tenant) of all or any portion of the Premises for the conduct of business will be deemed conclusive evidence that Tenant has found the Premises, and all of their fixtures and equipment, acceptable. 8. PARKING: A. GENERAL. As long as Tenant is not in default under this Lease, Landlord will provide Tenant during the Lease Term with the number of assigned parking spaces as set forth in the BLI Rider in the covered parking areas located in the Building ("Covered Parking"). Such parking spaces may be used only by principals and employees of Tenant. Tenant will, subject to Section 8C below, pay Landlord parking rent (plus tax) each month, per parking space, in the amount set forth in the BLI Rider with respect to the Covered Parking. B. UNCOVERED PARKING. In addition to the Covered Parking and also so long as Tenant is not in default under this Lease, Landlord shall provide Tenant with the number of unassigned parking spaces as set forth in the BLI Rider in the uncovered parking areas located adjacent to the Building (.Uncovered Parking"). Such Uncovered Parking, and all driveways and walkways may be used by Tenant on a non-exclusive basis with Landlord and other tenants of the building' their guests and invitees. All Uncovered Parking shall be provided at no charge to Tenant.

C. RATES. The rates charged for Tenant parking in the Covered Parking Area may be increased from time to time. The parking rates charged hereunder will be increased only in accordance with prevailing market conditions, consistent with office buildings of similar quality to and in the immediate geographic area of the Building. Tenant will be billed for monthly parking charges along with normal Rent billing. If Tenant fails to pay parking charges when due, Landlord may, by written notice to Tenant, elect to proceed as provided under the default provisions of this Lease and/or cease to provide all or any of the foregoing parking spaces. D. RESERVATIONS. Landlord has and reserves the right to alter the methods used to control parking and the right to establish such controls and rules and regulations (such as parking stickers to be affixed to vehicles) regarding parking that Landlord may deem desirable. Without liability, Landlord will have the right to tow or otherwise remove vehicles improperly parked, blocking ingress or egress lanes, or violating parking rules, at the expense of the offending tenant and/or owner of the vehicle. In the event Tenant fails to utilize, regularly and consistently, all of the parking spaces for which Tenants pays monthly parking rent under the BLI Rider, Landlord shall have the right to terminate Tenant's right to use such unused parking. Upon such termination of the use of parking spaces by Landlord, Tenant shall receive a reduction in parking rent in an amount equal to the number of parking spaces taken hereunder, times the per space rent paid by Tenant. Tenant agrees (i) to comply with the notice of termination; (ii) that such termination shall become unconditionally effective, without further documentation on the noticed date of termination; and (iii) that such termination shall not constitute an eviction, constructive or otherwise, a default or breach by Landlord or any kind, or the basis for any form of Rent abatement, set-off, claim or like action by Tenant. Landlord and Tenant further agree that any parking spaces, the use of which are terminated under the aforementioned procedure, shall be made available by Landlord to Tenant or other tenants, as Landlord elects in its discretion. E. CONDITIONS. Tenant's right to use, and its right to permit its principals and guests to use, the parking facilities pursuant to this Lease are subject to the following conditions: (i) Landlord has made no representations or warranties with respect to either the Covered Parking Area or the Uncovered Parking Area, the number of spaces located therein or access thereto; (ii) Landlord reserves the right to reduce the number of spaces in the parking area by not more than ten percent (10%) of the then number of parking area spaces in the parking area and/or change access thereto; and none of the foregoing shall entitle Tenant to any claim against Landlord or to any abatement of Rent (or any part thereof); (iii) Landlord has no obligation to provide a parking lot attendant and Landlord shall have no liability on account of any loss or damage to any vehicle or the contents thereof, Tenant hereby agreeing to bear the risk of loss for same; (iv) Tenant, its agents, employees and invitees, shall park their automobiles and other vehicles only where and as designated from time to time by Landlord within the parking areas; (v) if and when so requested by Landlord, Tenant shall furnish Landlord with the license numbers of any vehicles of Tenant, its agents and employees; (vi) Landlord (or the operator of the parking area) may charge Tenant (and/or its employees, invitees and visitors) directly for the parking fee established by Landlord (or such operator) from time to time for the use of such parking area.

9. BUILDING SERVICES: A. GENERAL. In general, the services set forth below will be provided by Landlord at a service level set, defined and regulated by Landlord consistent with office buildings of similar quality to and in the same immediate geographic area as the Building. During the Lease Term, the regular business hours ("Business Hours:) of the Building will be 8:00 a.m. to 6:00 p.m., Monday through Friday, and on Saturday, 8:00 a.m. to 1:00 p.m. on a limited basis so long as Tenant provides Landlord with advance notice of Tenants requirement for same, except holidays generally recognized by state and federal governments. The Building will be accessible to Tenant, its subtenants, agents, servants, employees, contractors, invitees or licensees (collectively, "Tenant's Agents") at all times during Business Hours. (1) JANITORIAL SERVICE: Landlord agrees to provide during the Lease Term janitorial services for the Premises customarily provided in office buildings of similar quality to and in the same immediate geographic area as the Building. Janitorial service will be provided after Business Hours at the Building, but no Janitorial services will be provided on Saturdays, Sundays and holidays generally recognized by state and federal government. Should Tenant require additional janitorial services beyond those customarily provided by Landlord, Tenant may request same in writing from Landlord and if Landlord agrees to provide such services, Tenant will be billed for same by Landlord at a reasonable rate, as determined by Landlord, and those costs and expenses when billed will be Additional Rent due under this Lease. (2) ELECTRICITY: (a) During the Lease Term, electric power will be available for the purposes of lighting and general office equipment use in amounts consistent with Building standard electrical capacities. The Building standard mechanical and electrical systems are designed to accommodate loads generated by lights and office equipment such as typewriters, dictating equipment, photocopy equipment, etc., up to the standard maximum capacities as set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant acknowledges that Tenant's intended use of the Premises excludes material use of the Premises beyond Business Hours. Material use shall be deemed to mean the operation of an additional "shift", either full or part time, or use of the Premises after Business Hours in any way that may preclude or interfere with the providing of janitorial services to the Premises. In the event Tenant's use of the Premises requires more electrical power than set forth above, whether by intensity of use, load or type of equipment, Tenant may then be billed for such additional use and such billings will be billed to Tenant as Additional Rent. Landlord will utilize Landlord's customary method of billing Tenant for excess electrical power consumption. At Landlord's option,

Landlord, at Tenant's expense, may have an engineer estimate Tenant's usage, and bill Tenant at standard utility rates for the excess usage or install a submeter for the purposes of monitoring Tenant's excess power consumption. Landlord and Tenant agree that Landlord's implementation of the electrical monitoring and billing procedures set forth herein shall in no way be construed so as to deem Landlord a private or public utility company. (c) Landlord will provide routine maintenance and electric lighting service for all Common Areas and service areas of the Building in the manner and to the extent deemed by Landlord to be standard. (d) Landlord reserves the right, after Business Hours, to turn off all unnecessary lighting in the unoccupied areas of the Building and the Premises to minimize the energy consumption of the Building in both the Common Areas and the Premises. (e) Tenant's electrical equipment shall be restricted to that equipment which individually does not have a rated capacity greater than one-half (0.5) kilowatts per hour and/or require voltage other than 120/208 volts, single phase. Collectively, Tenant's equipment shall not have an electrical design load greater than an average of four (4) watts per square foot of usable area of the Premises (including overhead lighting). (f) Tenant's overhead lighting shall not have a design load greater than an average of two (2) watts per square foot of usable area of the Premises. (g) If Tenant's consumption of electrical services exceeds either the rated capacities and/or design loads as per subsections (e) and (f) above, then Tenant shall remove such equipment and/or lighting to achieve compliance within ten (10) days after receiving notice from Landlord. Or upon receiving Landlord's prior written approval, such equipment and/or lighting may remain in the Premises, subject to the following conditions: (i) Tenant shall pay for all costs, installation, and maintenance of submeters, wiring, air conditioning and other items required by Landlord, in Landlord's discretion, to accommodate Tenant's excess design loads and capacities. (ii) Tenant shall pay to Landlord, upon demand, the cost of the excess demand and consumption of electrical service at rates reasonably determined by Landlord, which rates shall reflect the actual or estimated cost of such demand and consumption and shall be in accordance with any applicable laws. (iii) Landlord may, at its option, upon not less than thirty (30) days prior written notice to Tenant, discontinue the availability of such extraordinary utility service. If Landlord gives any such notice, Tenant will contract directly with the appropriate public utility for the supplying of such utility service to the Premises (3) HVAC SERVICES: Landlord agrees to provide, during Business Hours, heating, ventilating and air conditioning for the purposes of comfort control. Landlord and Tenant agree that Landlord's HVAC system is not designed to cool machinery and equipment. If Tenant requires additional HVAC services for comfort control at times other than during Business Hours, Landlord will bill Tenant as Additional Rent for the number of hours used at Landlord's then existing actual costs, provided that HVAC services during other than Business Hours will be furnished to the Premises at Tenant's expense by means of a key-activated control system, the cost of such additional services to be determined by Landlord from time to time. This rate will be subject to change during the Lease Term based upon operational costs and expenses, including wear and tear on the system and its components. The HVAC air distribution system and control system will remain under the control of Landlord, who will regulate the systems' setting and adjustment.

(4) WATER & SEWER: Landlord agrees to provide water and sewer at those points of supply provided for general use of Tenant and other tenants in the Building. (5) ELEVATOR SERVICE: Landlord will provide elevator service during Business Hours to each floor of the Building and, at Landlord's sole discretion, Landlord may provide restricted elevator service during non-Business Hours. Tenant shall be permitted to use such elevators for the purpose of moving bulky property in and out of the Building only during other than Normal Business Hours, and only after first obtaining Landlord's consent for such use. Tenant's request for such consent shall be submitted to Landlord not less than five (5) days in advance of any such move. Tenant shall promptly reimburse Landlord for all costs associated with the after-hours operation of the elevator service for moving purposes, including without limitation the cost of any operator or security personnel, and Tenant shall also promptly reimburse Landlord's cost to repair any damage in the elevator cab(s) or the Building resulting from Tenant's moving. B. INTERRUPTION OF SERVICES. It is understood and agreed that Landlord does not warrant that any of the services referred to above, or any other services which Landlord may supply, will be free from interruption. Tenant acknowledges that any one or more of such services may be suspended by reason of accident or repairs, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or other causes beyond the control of Landlord. No such interruption or discontinuance of service will be deemed an eviction or a disturbance of Tenant's use and possession of the Premises or any part thereof, or render Landlord liable to Tenant for damages or abatement of Rent or relieve Tenant from the responsibility of performing any of Tenant's obligations under this Lease. 10. SECURITY: With respect to security for the building and the parking areas, Landlord and Tenant hereby agree as follows: A. LANDLORD'S RESPONSIBILITY. Security in the form of limited access to the Building during other than Normal Business Hours shall be provided by means of a coded key or card activated automated access system serving the plaza level and higher floors of the Building. Landlord may also, at its option, provide ful1 or part time security personnel after Normal Business Hours. Landlord, however, shall have no liability to Tenant, its employees, agents, invitees or licensees for losses due to theft or burglary, or for damages done by unauthorized persons on the Premises and neither shall Landlord be required to insure against any such losses. B. TENANT'S RESPONSIBILITY. Tenant shall: (1) abide by all policies, procedures and rules and regulations for use of the access system, {2) report promptly the loss or theft of all keys, security cards or security codes which would permit unauthorized entrance to the Premises, Building or parking area(s), (3) report to Landlord the employment or discharge of employees and their vehicle's make, model, and license number, (4) promptly report to Landlord door-to-door solicitation or other unauthorized activity in the Building or parking garage(s), and (5) promptly inform the Landlord's Building manager in the event of a break-in or other emergency.

C. INTERRUPTION OF SECURITY. Tenant acknowledges that the above security provisions may be suspended or modified at Landlord's sole discretion or as a result of causes beyond the reasonable control of Landlord. No such interruption, discontinuance or modification of security service will constitute an eviction, constructive eviction, or a disturbance of Tenant's use and possession of the Premises, and further, no interruption, discontinuance or modification of security service will render Landlord liable to Tenant or third-parties for damages, abatement of Rent, or otherwise, or relieve Tenant of the responsibility of performing Tenant's obligations under this Lease. 11. REPAIRS AND MAINTENANCE: A. LANDLORD'S RESPONSIBILITIES. During the Lease Term, Landlord shall define, set, and maintain the level of repairs and maintenance for the Building, the common areas, and all other areas serving the Building, in a manner comparable to office buildings of similar quality to and in the immediate geographic area of the Building. Landlord's responsibilities with respect to this paragraph are as follows: (1) the structural and roof systems of the Building and parking areas, (2) the Building standard electrical and mechanical systems, (3) the primary water and sewer systems of the Building, (4) the Building common areas and the common area furniture, fixtures, and equipment, (5) the landscaped areas in and about the Building, (6) the covered Parking Area and uncovered Parking Area, and (7) replacement of Building standard light bulbs in the common areas. B. TENANT'S RESPONSIBILITIES. During the Lease Term, Tenant will repair and maintain the following at Tenant's expense: (1) The interior portion of the demising walls, the interior partition walls of the Premises and their wall-covering, and the entry door to the Premises. (2) The electrical and mechanical systems not considered Building standard which have been installed by either

Landlord or Tenant, for the exclusive use and benefit of Tenant. The following examples are for clarification and are not all inclusive: (a) electrical services for computers or similar items, (b) projection room equipment such an dimmers, curtains, or similar items, (c) water closet plumbing, kitchen plumbing or similar items, (d) HVAC for other than comfort cooling in the Premises, (e) security systems for the Premises, (f) telephone system for the Premises; and (g) other similar systems. (3) Except for the janitorial services, if any, set forth in Section 9A(1) of this Lease, the repair and maintenance of the floor covering of the Premises, including VAT flooring, ceramic tiles, marble, wood flooring, or similar coverings, shall be performed by Landlord upon Tenant's request, at Tenant's expense, and Tenant will be billed for same as Additional Rent. At least once per year, if necessary, Landlord will clean Tenant's carpeting at Tenant's expense to be billed to Tenant as Additional Rent. Should additional cleaning be requested by Tenant, such cleaning will be available at Tenant's expense and will be billed to Tenant as Additional Rent. (4) All cabinets and millwork (regardless of ownership) so long as said cabinets and millwork are for the exclusive use and benefit of Tenant. (5) All other personal property, improvements or fixtures (including Building standard improvements once delivered by Landlord and possession has been taken by Tenant), and those items enumerated in Section llA hereof. Those items to be repaired and maintained by Tenant include, but are not limited to, the following: (a) ceiling tiles and ceiling grid, (b) moulding or other woodwork and panelling, (c) light fixtures and bulbs, (d) draperies, blinds or wallhangings, (e) glass partition walls, (f) water closets and kitchen areas, (g) doors and locksets, and (h) vaults, safes, or secured areas. For the aforesaid items, Landlord may elect, with Tenant's approval (which approval will not be unreasonably withheld) to maintain and repair same at Tenant's expense and Tenant will be billed for same as Additional Rent. C. REPAIRS AND MAINTENANCE: MISCELLANEOUS. Notwithstanding any of the provisions of this paragraph 11 to the contrary, Landlord shall have no responsibility to repair or maintain the Building, any of its components, the common areas, the Premises, or any fixture, improvement, trade fixture, or any item of personal property contained in the Building, the common areas, and/or the Premises if such repairs or maintenance are required because of the occurrence of any of the following: (i) the acts, misuse, improper conduct, omission or neglect of Tenant or Tenant's Agents, or (ii) the conduct of business in the Premises. Should Landlord elect to make repairs or maintenance occasioned by the occurrence of any of the foregoing, Tenant shall pay as Additional Rent all such costs and expenses incurred by Landlord. Landlord shall have the right to approve in advance all work, repair, maintenance or otherwise, to be performed under this Lease by Tenant and all of Tenant's repairmen, contractors, subcontractors and suppliers performing work or supplying materials. Tenant shall be responsible for all permits, inspections and certificates for accomplishing the above. Tenant shall obtain lien waivers for all work done in or to the Premises. Tenant shall comply with the provisions of Section 22 of this Lease. 12. TENANT'S ALTERATIONS: A. GENERAL. During the Lease Term, Tenant will make no alterations, additions or improvements in or to the Premises, of any kind or nature, including, but not limited to, alterations, additions or improvements in, to, or on, telephone or computer installations (any and all of such alterations, additions or improvements other than those set forth in the work letter attached hereto are collectively referred to in this Section 12 as the "Alteration(s)"), without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shall submit to Landlord detailed drawings and plans of the proposed alterations at the time Landlord's consent is sought. Should Landlord consent to any proposed Alterations by Tenant, such consent will be conditioned upon Tenant's agreement to comply with all requirements established by Landlord, including safety requirements and the matters referenced in Section 22 of this Lease. As stated herein, all Alterations made hereunder will become Landlord's property when incorporated into or affixed to the Building. However, at Landlord's option Landlord may, at the expiration of the Lease Term, require Tenant, at Tenant's expense, to remove Alterations made by or on behalf of Tenant and to restore the Premises to their original condition.

B. ALTERATION FEE. (a) Tenant shall pay to Landlord as additional rent in connection with all Alterations a fee (the "Alteration Fee") for its supervision and overhead in connection with each such Alteration, for Landlord's review and approval of all plans and specifications for such Alteration, for Landlord's construction coordination and monitoring of such Alteration, and for all other reasonable costs and expenses incurred by Landlord as a result of or in connection with each such Alteration, a fee equal to ten percent (10%) of the total construction cost of each such Alteration. There shall be excluded from the computation of the construction cost of each Alteration the cost of furniture, removable furnishings, draperies, office equipment, painting, carpeting, removable cabinetry, items of special decoration and telephone installation and engineer's, architects', space planners' and other professionals' fees. (b) Prior to making any Alteration, Tenant shall submit to Landlord a statement of Tenant's independent architect, if one is employed, or Tenant's contractor, estimating the total cost of such Alteration and the estimated time required to complete such Alteration. The Alteration Fee shall be calculated on the basis of such estimate and paid in equal monthly installments during the course of the performance of the Alteration, together with the monthly installments of Base Rent thereafter coming due. Within ten business days after completion of the Alteration, Tenant shall pay to Landlord the entire balance of the Alteration Fee if not theretofore paid in full. (c) Within ten business days after completion of any Alteration, Tenant shall submit to Landlord a statement of Tenant's independent architect, if one is employed, or Tenant's contractor, certifying the total cost of such Alteration. The Alteration Fee shall be adjusted, if necessary, based on the certification. If the Alteration Fee, as adjusted, shall be greater than the amount theretofore paid to Landlord by Tenant on account of such Alteration Fee, Tenant shall pay such deficiency simultaneously with the delivery to Landlord of the certification, which deficiency shall bear interest at the annual rate (the "Applicable Rate") equal to two percent (2%) in excess of the publicly announced prime (or corporate base) rate of interest then in effect at Citibank, N.A. (or its successors) until paid if not paid within the time required for the payment thereof. If such Alteration Fee, as adjusted, is less than the amount theretofore paid to Landlord by Tenant on account of such Alteration Fee, Landlord, within 30 days after Landlord's receipt of the certification, shall pay to Tenant the amount of such overpayment. If Landlord shall dispute the statement certifying the total costs of such Alteration, Landlord shall have the right, within 30 days after receipt of the certification, to employ an independent certified public accountant to review Tenant's books and records relating to such Alteration. The determination of such accountant shall be conclusively binding upon the parties, and, if necessary, the Alteration Fee shall be adjusted accordingly based upon such

determination. If such determination shall reveal that the Alteration Fee paid on account of such Alteration shall have been understated by more than five percent (5%), then Tenant shall pay the fees of the accountant in connection with such review, and the payment to be made to Landlord as a result of such understatement shall bear interest at the Applicable Rate. Any adjustment in the Alteration Fee, together with interest thereon at the Applicable Rate, as well as any payment of the fees of such accountant, shall be paid by Tenant to Landlord as additional rent within ten (10) business days after such accountant's determination. 13. LANDLORD'S ADDITIONS AND ALTERATIONS: Landlord has the right to make changes in and about the Building, Covered Parking Area and Uncovered Parking Area, including, but not limited to, signs, entrances, name or address of Building. Such changes may include, but not be limited to, rehabilitation, redecoration, refurbishment and refixturing of the Building and expansion of or structural changes to the Building. The right of Tenant to quiet enjoyment and peaceful possession given under the Lease will not be deemed breached or interfered with by reason of Landlord's actions pursuant to this paragraph as long as such actions do not materially deprive Tenant of its use and enjoyment of the Premises. 14. ASSIGNMENT AND SUBLETTING: A. GENERAL. Tenant agrees not to assign, mortgage, hypothecate, pledge, or encumber this Lease, or any part thereof, or sublet the Premises, or any part thereof, or permit the Premises, or any part thereof, to be used or occupied by others, intentionally or by operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld by Landlord. Any of same, or attempt at same, is a material default hereunder and is null, void and of no force or effect whatsoever. If Landlord consents to an assignment or sublet, (i) such assignment or subletting will not relieve Tenant of its obligations or liabilities under this Lease and (ii) any extensions, renewals, first refusal rights or options hereunder will automatically be of no further force or effect for the assignee or sublessee or Tenant, and (iii) in the event that Landlord consents to such assignment or subletting hereunder, any excess funds or other consideration, over what Tenant is obligated to pay as Rent and what Tenant receives pursuant to such assignment or subletting, shall immediately be remitted to Landlord. If Tenant is an entity, other than a corporation whose shares are traded on a nationally recognized stock exchange, any change to the structure of such entity or any disposition(s) of any of the interests therein by sale, assignment, operation of law or otherwise, or any change in the power to vote the interests therein, will be treated a prohibited assignment of this Lease requiring Tenant to obtain Landlord's prior written consent.

B. RECAPTURE. Notwithstanding any other provision contained herein to the contrary, in lieu of giving its consent to a proposed assignment or sublease, Landlord may, without incurring any liability to Tenant, elect to recapture, effective as of the proposed effective date of the assignment or proposed commencement date of the sublease, all or part of the Premises that are the subject of the proposed assignment or sublease (in the latter case, for the proposed term of the sublease). As to the portion of the Premises so recaptured, Tenant shall be released from liability to perform any obligations for the term beginning with the proposed effective date of the assignment or proposed commencement date of the sublease (and, in the latter case, for the proposed term of the sublease). As a prerequisite for giving its consent to a proposed assignment or sublease, Landlord may require, among other things, that it receive, in addition to all Rent and other sums due under this Lease, one-half of the Net Profit, as defined below, due Tenant under the assignment or sublease and/or Landlord may require that the new tenant execute an instrument prepared by Landlord with terms, provisions, conditions and covenants acceptable to Landlord in its sole discretion. "Net Profit" shall mean all Rent, including Base Rent, Overhead Rent and Additional Rent (including all sums that would otherwise be Additional Rent were they not timely paid), and other consideration due Tenant under the assignment or sublease in excess of all Rent required under this Lease, but less any reasonable tenant improvement allowance, reasonable brokerage commissions and Rent concessions. Landlord's share of the Net Profit shall be paid by Tenant to Landlord upon Tenant's receipt of same, and the failure of the assignee or sublessee to timely pay same, or any default under the applicable assignment or sublease instrument, shall constitute a default under this Lease. Landlord's share of the Net Profit shall be considered Additional Rent and included in Landlord's lien for rent. Landlord shall have the right to audit Tenant's books upon reasonable notice to determine Landlord's share of the Net Profit. A default under this Lease shall occur if Tenant is determined to have understated Landlord's share of the Net Profit by more than five percent (5%) on a noncumulative basis. Tenant shall pay Landlord the sum of Five Hundred Dollars ($500.00) each and every time Tenant obtains Landlord's consent to enter into any assignment or sublease. Said Five Hundred Dollars ($500.00) shall be paid within ten (10) days after Landlord submits to Tenant an invoice for same. If not paid within said ten (10) days, said sum shall be considered an Additional Rent and included in any lien for rent. 15. TENANT'S INSURANCE COVERAGE: A. GENERAL. Tenant agrees that, at all times during the Lease Term (as well as prior and subsequent thereto if Tenant or any of Tenant's Agents should then use or occupy any portion of the Premises), it will keep in force, with an insurance company licensed to do business in the State of Florida, and at least A-rated in the most recent edition of Best's Insurance Reports, and otherwise acceptable to Landlord, (i) without deductible, comprehensive general liability insurance, including coverage for bodily injury and death, property damage and personal injury and contractual liability as referred to below, in the amount of not less than the amount-set forth in the BLI Rider, combined single limit per occurrence for injury (or death) and damages to property, (ii) with deductible of not more than Five Thousand Dollars ($5,000.00), insurance on an "All Risk or Physical Loss" basis, including sprinkler leakage, vandalism, malicious mischief, fire and extended coverage, covering all improvements to the Premises, fixtures, furnishings, removable floor coverings, equipment, signs and all other decoration or stock in trade, in the amounts of not less than the full replacement value thereof, and (iii) workmen's compensation and employer's liability insurance, if required by statute. Such policies will: (i) include Landlord and such other parties as Landlord may reasonably designate as additional insured's, (ii) be considered primary insurance, (iii) include within the terms of the policy or by contractual liability endorsement coverage insuring Tenant's indemnity obligations under Section 20, and (iv) provide that it may not be cancelled or changed without at least thirty (30) days prior written notice from the company providing such insurance to each party insured thereunder. Tenant will also maintain throughout the Lease Term worker's compensation insurance with not less than the maximum statutory limits of coverage. B. EVIDENCE. The insurance coverages to be provided by Tenant will be for a period of not less than one year. At least fifteen (15) days prior to the Lease Commencement Date, Tenant will deliver to Landlord original certificates of all such paidup insurance; thereafter, at least fifteen (15) days prior to the expiration of any policy Tenant will deliver to Landlord such original certificates as will evidence a paidup renewal or new policy to take the place of the one expiring.

16. LANDLORD'S INSURANCE COVERAGE: A. GENERAL. Landlord will at all times during the Lease Term maintain a policy or policies of insurance insuring the Building against loss or damage by fire, explosion or other hazards and contingencies typically covered by insurance for an amount acceptable to the mortgagees encumbering the Building. Landlord reserves the right to self insure in lieu of maintaining such policies. B. TENANT'S ACTS. Tenant will not do or permit anything to be done upon or bring or keep or permit anything to be brought or kept upon the Premises which will increase Landlord's rate of insurance on the Building. If by reason of the failure of Tenant to comply with the terms of this Lease, or by reason of Tenant's occupancy (even though permitted or contemplated by this Lease), the insurance rate shall at any time be higher than it would otherwise be, Tenant will reimburse Landlord for that part of all insurance premiums charged because of such violation or occupancy by Tenant. Tenant agrees to comply with any requests or recommendation made by Landlord's insurance underwriter inspectors. 17. SUBROGATION: A. GENERAL. Each party will look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Tenant hereby waives and releases all rights of subrogation under Tenant's insurance policies discussed in paragraph 15 and Tenant will cause each such insurance policy to be properly endorsed to evidence such waiver and release of subrogation in favor of Landlord. B. EXCLUSIONS. Tenant acknowledges that Landlord will not carry insurance on improvements, furniture, furnishings, trade fixtures, equipment installed in or made to the Premises by or for Tenant, and Tenant agrees that Tenant, and not Landlord, will be obligated to promptly repair any damage thereto or replace the same. 18. DAMAGE OR DESTRUCTION BY CASUALTY: A. ABSOLUTE RIGHT TO TERMINATE. If by fire or other casualty the Premises are damaged or destroyed to the extent of twenty five-percent (25%) or more of the replacement cost thereof, or the Building is damaged or destroyed to the extent of twenty-five per cent (25%) or more of the replacement cost thereof, Landlord will have the option of terminating this Lease or any renewal thereof by serving written notice upon Tenant within one hundred and eighty (180) days from the date of the casualty and any prepaid Rent or Additional Rent will be prorated as of the date of destruction and the unearned portion of such Rent will be refunded to Tenant without interest. B. QUALIFIED RIGHT TO TERMINATE. If by fire or other casualty either the Premises or the Building is damaged or destroyed to the extent of less than twenty-five per cent (25%) but more than ten percent (10%) of the replacement cost of the Premises or the Building (as applicable) (or the Premises or Building are damaged to a lesser degree but Section 18C does not apply because

of the number of years remaining in the Lease Term), then Landlord may, so long as it treats Tenant and similarly situated tenants in a nondiscriminatory manner, either terminate this Lease by serving written notice upon Tenant within one hundred and eighty (180) days of the date of destruction or Landlord may restore the Premises. C. OBLIGATION TO RESTORE. If by fire or other casualty either the Premises or the Building is destroyed or damaged, but only to the extent of ten percent (10%) or less of the replacement cost of the Premises or the Building (as applicable), and, also, the unexpired Lease Term, including any previously exercised renewal option, is more than three years, then Landlord will restore the Premises. D. RENT ADJUSTMENTS. In the event of restoration by Landlord, all Base Rent and Additional Rent paid in advance shall be apportioned as of the date of damage or destruction and all such Base Rent and Additional Rent as above described thereafter accruing shall be equitably and proportionately adjusted according to the nature and extent of the destruction or damage, pending substantial completion of rebuilding, restoration or repair. In the event the destruction or damage is so extensive as to make it unfeasible for Tenant to conduct Tenant's business in the Premises, Rent and Additional Rent under this Lease will be completely abated until the Premises are substantially restored by Landlord or until Tenant resumes use and occupancy of the Premises, whichever shall first occur. Landlord will not be liable for any damage to or any inconvenience or interruption of business of Tenant or any of Tenant's Agents occasioned by fire or other casualty. E. QUALIFICATIONS. Said restoration, rebuilding or repairing will exist and will be at Landlord's sole cost and expense, subject to the availability of applicable insurance proceeds. Landlord shall have no duty to restore, rebuild or replace Tenant's personal property and trade fixtures. Notwithstanding anything to the contrary in this Lease, including, but not limited to this Section 18A, Landlord's obligation(s) to repair, rebuild or restore the Building or the Premises shall exist (i) only to the extent of insurance proceeds received by Landlord in connection with the condition or event which gave rise to Landlord's obligation to repair, rebuild or restore and/or (ii) only so long as the area unaffected by the casualty may, as determined by Landlord using reasonable business judgment, be restored as a profitable, self functioning unit. 19. CONDEMNATION AND EMINENT DOMAIN: A. ABSOLUTE RIGHT TO TERMINATE. If all or a material part of the Premises or the Building or the parking spaces is taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or by purchase in lieu thereof, and the taking would prevent or materially interfere with the use of the Premises for the purpose for which they are then being used, this Lease will terminate and the Rent and Additional Rent will be abated during the unexpired portion of this Lease effective on the date physical possession is taken by the condemning authority. Tenant will have no claim to the condemnation award.

B. OBLIGATION TO RESTORE. In the event an immaterial part of the Premises or the Building or the parking spaces is taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, and this Lease is not terminated as provided in subsection A above, then Landlord shall, subject to the remaining provisions of this Section 19, at Landlord's expense, restore the Premises to the extent necessary to make them reasonably tenantable. The Rent and Additional Rent payable under this Lease during the unexpired portion of the Lease Term shall be adjusted to such an extent as may be fair and reasonable under the circumstances. Tenant shall have no claim to the condemnation award with respect to the leasehold estate but, in a subsequent, separate proceeding, may make a separate claim for trade fixtures installed in the Premises by and at the expense of Tenant and Tenant's moving expense. In no event will Tenant have any claim for the value of the unexpired Lease Term. C. QUALIFICATIONS. Notwithstanding the foregoing, Landlord's obligation to restore exists (i) only if and/or to the extent, that the condemnation or similar award received by Landlord is sufficient to compensate Landlord for its lose and its restoration costs and/or (ii) the area unaffected by the condemnation or similar proceeding may, as determined by Landlord's reasonable business judgment, be restored as a profitable, and self functioning unit. 20. LIMITATION OF LANDLORD'S LIABILITY: INDEMNIFICATION: A. PERSONAL PROPERTY. All personal property placed or moved into the Building will be at the sole risk of Tenant or other owner. Landlord will not be liable to Tenant or others for any damage to person or property arising from Environmental Concerns, as hereafter defined, theft, vandalism, HVAC malfunction, the bursting or leaking of water pipes, any act or omission of any co-tenant or occupant of the Building or of any other person, or otherwise. B. LIMITATIONS. Notwithstanding any contrary provision of this Lease: (i) Tenant will look solely (to the extent insurance coverage is not applicable or available) to the interest of Landlord (or its successor as Landlord hereunder) in the Building for the satisfaction of any judgment or other judicial process requiring the payment of money as a result of any negligence or breach of this Lease by Landlord or its successor or of Landlord's managing agent (including any beneficial owners, partners, corporations and/or others affiliated or in any way related to Landlord or such successor or managing agent) and Landlord has no personal liability hereunder of any kind, and (ii) Tenant's sole right and remedy in any action or proceeding concerning Landlord's reasonableness (where the same is required under this Lease) will be an action for declaratory judgment and/or specific performance. C. INDEMNITY. Tenant agrees to indemnify, defend and hold harmless Landlord and-its agents from and against all claims, causes of actions, liabilities, judgments, damages, losses, costs and expenses, including reasonable attorneys' fees and costs, including appellate proceedings and bankruptcy proceedings, incurred or suffered by Landlord and arising from or in any way connected with the Premises or the use thereof or any acts, omissions, neglect or fault of Tenant or any of Tenant's Agents, including, but not limited to, any breach of this Lease or any death, personal injury or property damage occurring in or about the Premises or the Building or arising from Environmental Concerns, as hereafter defined. Tenant will reimburse Landlord upon request for all costs incurred by Landlord in the interpretation and enforcement of any provisions of this Lease and/or the collection of any sums due to Landlord under this Lease, including collection agency fees, and reasonable attorneys' fees and costs, regardless of whether litigation is commenced, and through all appellate actions and proceedings, including bankruptcy proceedings, if litigation is commenced.

21. RELOCATION OF TENANT: A. GENERAL. Recognizing that the Building is large and the needs of tenants as to space may vary from time to time, and in order for Landlord to accommodate Tenant and prospective tenants, Landlord expressly reserves the right, prior to and/or during the Lease Term, at Landlord's sole expense, to move Tenant from the Premises and relocate Tenant in other comparable space of Landlord's choosing of approximately the same dimensions and size within the Building or an adjacent building owned by Landlord, which other space will be decorated by Landlord at its expense. Landlord may use decorations and materials from the existing Premises, or other materials, so that the space in which Tenant is relocated will be comparable in its interior design and decoration to the space from which Tenant is removed. B. NO INTERFERENCE. During the relocation period Landlord will use reasonable efforts not to unduly interfere with Tenant's business activities and Landlord agrees to substantially complete the relocation within a reasonable time under all then existing circumstances. C. PROMISES. This Lease and each of its terms and conditions will remain in full force and effect and be applicable to any such new space and such new space will be deemed to be the Premises demised hereunder; upon request Tenant will execute such documents which may be requested to evidence, acknowledge and confirm the relocation (but it will be effective even in the absence of such confirmation). D. COSTS. Landlord's obligation for expenses of removal and relocation will be the actual cost of relocating and decorating Tenant's new space, and Tenant agrees that Landlord's exercise of its election to remove and relocate Tenant will not release Tenant in whole or in part from its obligations hereunder for the full Lease Term. No rights granted in this Lease to Tenant, including the right of peaceful possession and quiet enjoyment, will be deemed breached or interfered with by reason of Landlord's exercise of the relocation right reserved herein. E. NOTICE. If Landlord exercises its relocation right under this paragraph, (i) Tenant will be given thirty (30) days prior notice in writing, and (ii) Landlord will reimburse Tenant for the reasonable cost of replacement of stationery and telephone relocation and other similar expenses necessitated by the exercise of said right of relocation. 22. COMPLIANCE WITH LAWS AND PROCEDURES: A. COMPLIANCE. Tenant will promptly comply with all applicable laws, guidelines, rules, regulations and requirements, whether of federal, state, or local origin, applicable to the Premises and the Building, including, but not limited to, the Americans With Disabilities Act, 42 U.S.C. (0) 12101 et. seq., and those for the correction, prevention and abatement of nuisance, unsafe conditions, or other grievances arising from or pertaining to the use or occupancy of the Premises. Tenant acknowledges that the Premises and the parking facilities may contain potentially hazardous substances, including, but not limited to, asbestos containing materials, radon gas, mineral fibers, and other like materials (all of such materials are referred to herein as "Environmental Concerns"). Accordingly, Tenant agrees that Tenant and Tenant's Agents shall comply with all operation and maintenance programs and guidelines implemented or promulgated from time to time by Landlord or its consultants, including, but not limited to, those matters set forth in subsections B and C below, in order to reduce the risk to Tenant, Tenant's Agents or any other tenants of the Building of injury from Environmental Concerns.

B. NOTICE PRIOR TO WORK. Tenant shall provide thirty (30) days notice to Landlord prior to the performance by Tenant, Tenant's Agents or contractors of any structural repairs, renovation and/or maintenance, to the Premises. Such notice shall include a detailed description of the work contemplated. Tenant shall not perform, or cause to be performed, any such repair, renovation and/or maintenance without the written consent of Landlord, and, if such consent is granted, the repair, renovation and/or maintenance must be performed in accordance with the terms of Landlord's consent. Tenant agrees to bear the expense of whatever preventive or abatement measures are required by Landlord's consent with respect to friable asbestos or any other material. C. INDEMNIFICATION. Tenant shall indemnify, defend, and hold harmless Landlord from and against any and all claims or liability arising from the performance of the repair, renovation, and/or maintenance described above. This indemnity shall include, but not be limited to, claims or liabilities asserted against Landlord based upon negligence, strict liability or other liability by operation of law to any third party or government entity, and all costs, attorney's fees, expenses, and liabilities incurred by Landlord in the defense of any such claim. Landlord shall defend any such claim at Tenant's expense by counsel selected by Landlord. Furthermore, as a material part of the consideration to Landlord for the entering into of this Lease, Tenant assumes all risk of damages to property or injury to persons in, upon, or about the Premises arising from any act or omission of Tenant, Tenant's Agents, employees, contractors, and invitees, resulting in the release or threatened release of friable asbestos. Tenant shall be liable for the entire cost of abating and remediating any such release or threatened release, and Tenant shall indemnify, defend, and hold harmless Landlord from and against any and all claims or liability arising therefrom. D. RADON. In accordance with Florida Law, the following disclosure is hereby made: RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risk to persons who are exposed to it over time. Levels of radon that exceed Federal and State Guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 23. RIGHT OF ENTRY: Landlord and its agents will have the right to enter the Premises during all reasonable hours to make necessary repairs to the Premises. In the event of an emergency, Landlord or its agents may enter the Premises at any time, without notice, to appraise and correct the emergency condition. Said right of entry will, after reasonable notice, likewise exist for the purpose of removing placards, signs, fixtures, alterations, or additions which do not conform to this Lease. Landlord or its agents will have the right to exhibit the Premises at any time to prospective tenants within one hundred and eighty days (180) before the Expiration Date of the Lease.

24. DEFAULT: A. EVENTS OF DEFAULT BY TENANT. If (1) Tenant vacates, abandons or surrenders all or any part of the Premises prior to the Expiration Date; or (2) Tenant fails to fulfill any of the terms or conditions of this Lease or any other lease heretofore made by Tenant for space in the Building; or (3) the appointment of a trustee or a receiver to take possession of all or substantially all of Tenant's assets occurs, or if the attachment, execution or other judicial seizure of all or substantially all of Tenant's assets located at the Premises, or of Tenant's interest in this Lease, occurs; or (4) Tenant or any of its successors or assigns or any guarantor of this Lease ("Guarantor") should file any voluntary petition in bankruptcy, reorganization or arrangement, or an assignment for the benefit of creditors or for similar relief under any present or future statute, law or regulation relating to relief of debtors; or (5) Tenant or any of its successors or assigns or any Guarantor should be adjudicated bankrupt or have an involuntary petition in bankruptcy, reorganization or arrangement filed against it; or (6) Tenant shall permit, allow or suffer to exist any lien, judgment, writ, assessment, charge, attachment or execution upon Landlord's or Tenant's interest in this Lease or the Premises, and/or the fixtures, improvements and furnishings located thereon; or (7) Tenant is dispossessed from the Premises (other than by Landlord) by process of law or otherwise; or (8) Tenant holds over the Premises after the Expiration Date without Landlord's prior written consent, which may be withheld in Landlord's sole discretion; or (9) this Lease or the interest or estate of Tenant hereunder shall be transferred to, pass to, or devolve to or on any other person or entity in contradiction to the manner permitted under this Lease; or (10) Tenant violates any of the covenants or restrictions set forth in the rules and regulations which may, from time to time, be promulgated by Landlord with reference to the Premises, or any portion thereof, or to the Building, then Tenant shall be in default hereunder. In the event of a default under this Lease, Landlord may pursue any remedies provided by law or equity and/or the remedies provided in Section 25 of this Lease. B. TENANT'S GRACE PERIOD. Tenant shall have a period of ten (10) days to cure a default under this Lease (other than a default for nonpayment of Base Rent or Additional Rent on the due date, or for failure to comply with the terms of Sections 14, 15 or 22 of this Lease, in which cases there shall be no grace period whatsoever) after notice from Landlord specifying the nature of such default. This grace period shall be extended if the default is of a nature that it cannot be completely cured within said ten (10) day period and steps have been diligently commenced and continuously pursued in good faith by Tenant to cure or remedy the default within such ten (10) day period. If the default is not cured after the expiration of the grace period, then Landlord may pursue any remedies provided by law or equity and/or the remedies provided in Section 25 of this Lease. C. LANDLORD'S DEFAULT. If Tenant asserts that Landlord has failed to meet any of its obligations under this Lease, Tenant shall provide written notice ("Notice of Default") to Landlord specifying the alleged failure to perform, and Tenant shall send by certified mail, return receipt requested, a copy of such Notice of Default to any and all mortgage holders, provided that Tenant has been previously advised of the address(es) of such mortgage holder(s). Landlord shall have a thirty (30) day period after receipt of the Notice of Default in which to commence during any non-performance by Landlord, and Landlord shall have as much time thereafter to complete such cure as is necessary so long as Landlord's cure efforts are diligent and continuous. If Landlord has not begun the cure within thirty (30) days of receipt of the Notice of Default, or Landlord does not thereafter diligently and continuously attempt to cure, then Landlord shall be in default under this Lease. If Landlord is in default under this Lease, then the mortgage holder(s) shall have an additional thirty (30) days, after receipt of a second written notice from Tenant, within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary so long as their efforts are diligent and continuous.

25. LANDLORD'S REMEDIES FOR TENANT'S DEFAULT: A. LANDLORD'S REMEDIES. If Tenant is in default under this Lease, Landlord may, at its option, in addition to such other remedies as may be available under Florida law: (1) terminate this Lease and Tenant's right of possession, and retake possession for Landlord's account; or (2) terminate Tenant's right of possession without terminating this Lease, retake possession of the Premises for the Tenant's account, repair and alter the Premises in any manner as Landlord deems reasonably necessary or advisable, and relet the Premises or any part of it, as the agent of Tenant, for the whole or any part of the remainder of the Lease Term or for a longer period, and Landlord may grant concessions or free rent or charge a higher rental than that reserved in this Lease. Out of any rent collected or received from subtenants or as a result of such reletting, Landlord shall pay to itself (a) all expenses of every nature which landlord may incur such as (by way of illustration and not limitation) those for attorneys' fees, brokerage, advertising, and refurbishing the Premises in good order or preparing them for reletting, and (b) any balance remaining on account of the liability of Tenant for the sum equal to all Base Rent, Additional Rent and other charges due from Tenant through the Expiration Date. Should Landlord, pursuant to this Section, not collect rent which, after deductions is sufficient to fully pay to Landlord a sum equal to all Base Rent, Additional Rent and other charges payable through the Expiration Date, the balance or deficiency shall, at the election of Landlord, be paid by Tenant; or (3) stand by and do nothing, and hold the Tenant liable for all Base Rent, Additional Rent and other charges payable under this Lease through the Expiration Date. B. EXERCISE OF LANDLORD'S REMEDIES. If Landlord does not notify Tenant which remedy it is pursuing, or if Landlord's notice to Tenant does not expressly state that Landlord is exercising its remedies under subsection (1) or subsection (3) above, then it shall be deemed that Landlord is pursuing the remedy set forth in subsection (2) above. If Landlord exercises option (1) or (2) above, Tenant agrees to immediately and peacefully surrender the Premises to Landlord; and if Tenant refuses to do so, Landlord may without further notice reenter the Premises either by force or otherwise and dispossess Tenant, as well as the legal representative(s) of Tenant and/or other occupant(s) of the Premises, by summary proceedings or otherwise, and remove their effects.

C. ACCELERATION. If Landlord exercises the remedies in subsection (2) or (3) above, Tenant shall immediately pay to Landlord as damages for loss of the bargain caused by Tenant's default, and not as a penalty, in addition to any other damages, an aggregate sum which represents the present value of the full amount of the Base Rent, Additional Rent and all other charges payable by Tenant hereunder that would have accrued for the balance of the Lease Term. If Landlord exercises the remedy in subsection (2) above, Landlord shall account to Tenant at the Expiration Date for amounts actually collected by Landlord as a result of a reletting, net of amounts to be paid to Landlord under subsection (2) above. 26. LANDLORD'S RIGHT TO PERFORM FOR TENANT'S ACCOUNT: If Tenant fails to observe or perform any term or condition of this Lease within the grace period, if any, applicable thereto, then Landlord may immediately or at any time thereafter perform the same for the account of Tenant. If Landlord makes any expenditure or incurs any obligation for the payment of money in connection with such performance for Tenant's account (including reasonable attorneys' fees and costs in instituting, prosecuting and/or defending any action or proceeding through appeal), the sums paid or obligations incurred, with interest at eighteen percent (18%) per annum, will be paid by Tenant to Landlord within ten (10) days after rendition of a bill or statement to Tenant. In the event Tenant in the performance or non-performance of any term or condition of this Lease should cause an emergency situation to occur or arise within the Premises or in the Building, Landlord will have all rights set forth in this paragraph immediately without the necessity of providing Tenant any advance notice. 27. LIENS: A. GENERAL. In accordance with the applicable provisions of the Florida Mechanic's Lien Law and specifically Florida Statutes, Section 713.10, no interest of Landlord whether personally or in the Premises, or in the underlying land or Building of which the Premises are a part or the leasehold interest aforesaid shall be subject to liens for improvements made by Tenant or caused to be made by Tenant hereunder. Further, Tenant acknowledges that Tenant, with respect to improvements or

alterations made by Tenant or caused to be made by Tenant hereunder, shall promptly notify the contractor making such improvements to the Premises of this provision exculpating Landlord's liability for such liens. B. DEFAULT. Notwithstanding the foregoing, if any mechanic's lien or other lien, attachment, judgment, execution, writ, charge or encumbrance is filed against the Building or the Premises or this leasehold, or any alterations, fixtures or improvements therein or thereto, as a result of any work action or inaction done by or at the direction of Tenant or any of Tenant's Agents, Tenant will discharge same of record within ten (10) days after the filing thereof, failing which Tenant will be in default under this Lease. In such event, without waiving Tenant's default, Landlord, in addition to all other available rights and remedies, without further notice, may discharge the same of record by payment, bonding or otherwise, as Landlord may elect, and upon request Tenant will reimburse Landlord for all costs and expenses so incurred by Landlord plus interest thereon at the rate of eighteen percent (18%) per annum. 28. NOTICES: Notices to Tenant under this Lease will be addressed to Tenant and mailed or delivered to the address set forth for Tenant in the BLI Rider. Notices to Landlord under this Lease (as well as the required copies thereof) will be addressed to Landlord (and its agents) and mailed or delivered to the address set forth in the BLI Rider. Notices will be personally delivered or given by registered or certified mail, return receipt requested. Notices delivered personally will be deemed to have been given as of the date of delivery and notices given by mail will be deemed to have been given forty-eight (48) hours after the time said properly addressed notice is placed in the mail. Each party may change its address from time to time by written notice given to the other as specified above. 29. MORTGAGE: ESTOPPEL CERTIFICATE: SUBORDINATION: Landlord has the unrestricted right to convey, mortgage and refinance the Building, or any part thereof. Tenant agrees, within seven (7) days after notice, to execute and deliver to Landlord or its mortgagee or designee such instruments as Landlord or its mortgagee may require, certifying the amount of the Security Deposit and whether this Lease is in full force and effect, and listing any modifications. This estoppel certificate is intended to be for the benefit of Landlord, any purchaser or mortgagee of Landlord, or any purchaser or assignee of Landlord's mortgage. The estoppel certificate will also contain such other information as Landlord or its designee may request. This Lease is and at all times will be subject and subordinate to all present and future mortgages or ground leases which may affect the Building and/or the parking areas, and to all recastings, renewals, modifications, consolidations, replacements, and extensions of any such mortgage(s), and to all increases and voluntary and involuntary advances made thereunder. The foregoing will be self-operative and no further instrument of subordination will be required. Tenant hereby agrees to give any holder of any first mortgage on the Building, by registered or certified mail, a copy of any default notice served upon Landlord by Tenant provided Tenant has been provided advance written notice of the name and address of such first mortgage holder. 30. ATTORNMENT AND MORTGAGEE'S REQUEST: A. ATTORNMENT. If any mortgagee of the Building comes into possession or ownership of the Premises, or acquires Landlord' a interest by foreclosure of the mortgage or otherwise, upon the mortgagee's request Tenant will attorn to the mortgagee.

B. MORTGAGE MODIFICATION. If a mortgagee of the Building requests modifications to this Lease as a condition to disbursing any monies to be secured by the mortgage, Tenant agrees that within seven (7) days after request by the mortgagee Tenant will execute, acknowledge and deliver to the mortgagee an agreement, in form and substance satisfactory to the mortgagee, evidencing such modifications, provided they do not increase Tenant's obligations under this Lease or materially adversely affect the leasehold interest created by this Lease. C. ESTOPPEL LETTER. Tenant agrees that within seven (7) days after request by any mortgagee of the Building, Tenant will execute, acknowledge and deliver to the mortgagee a notice in form and substance satisfactory to the mortgagee, setting forth such information as the mortgagee may require with respect to this Lease and/or the Premises. If for any reason Tenant does not timely comply with the provisions of this paragraph, Tenant will be deemed to have confirmed that this Lease is in full force and effect with no defaults on the part of either part and without any right of Tenant to offset, deduct or withhold any Rent or Additional Rent. 31. TRANSFER BY LANDLORD: If Landlord's interest in the Building terminates by reason of a bonafide sale or other transfer, Landlord wi11, upon transfer of the Security Deposit to the new owner, thereupon be released from all further liability to Tenant under this Lease. 32. SURRENDER OF PREMISES: HOLDING OVER: A. SURRENDER. Tenant agrees to surrender the Premises to Landlord on the Expiration Date (or sooner termination of the Lease Term pursuant to other applicable provisions hereof) in as good condition as they were at the commencement of Tenant's occupancy, ordinary wear and tear, and damage by fire and windstorm excepted. B. RESTORATION. In all events, Tenant will promptly restore all damage caused in connection with any removal of Tenant's personal property. Tenant will pay to Landlord, upon request, all damages that Landlord may suffer on account of Tenant's failure to surrender possession as and when aforesaid and will indemnify Landlord against all liabilities, costs and expenses (including all reasonable attorneys' fees and costs if any) arising out of Tenant's delay in so delivering possession, including claims of any succeeding tenant.

C. REMOVAL. Upon expiration of the Lease Term, Tenant will not be required to remove from the Premises Building standard items, installed by Landlord, all of such Building standard items are the property of Landlord. However, should Tenant, prior to the expiration of the Lease Term or during the Lease Term, install or cause to be installed fixtures, trade fixtures or any tenant improvements in excess of Building standard, Landlord shall have the option of retaining same or requiring Tenant to remove same. Should Landlord elect to cause Tenant to remove such items, the cost of removal of same, upon Landlord's election and notice to Tenant, shall be at Tenant's sole cost and expense. Landlord has no obligation to compensate Tenant for any items which are required hereunder to remain on or with the Premises. D. HOLDOVER. Without limiting Landlord's rights and remedies, if Tenant holds over in possession of the Premises beyond the end of the Lease Term, during the holdover period the Rent will be double the amount of the Rent due and payable for the last month of the Lease Term. E. NO SURRENDER. No offer of surrender of the Premises, by delivery to Landlord or its agent of keys to the Premises or otherwise, will be binding on Landlord unless accepted by Landlord, in writing, specifying the effective surrender of the Premises. At the expiration or termination of the Lease Term, Tenant shall deliver to Landlord all keys to the Premises and make known to Landlord the location and combinations of all locks, safes and similar items. No receipt of money by Landlord from Tenant after the Expiration Date (or sooner termination) shall reinstate, continue or extend the Lease Term, unless Landlord specifically agrees to same in writing signed by Landlord at the time such payment is made by Tenant. 33. NO WAIVER: CUMULATIVE REMEDIES: A. NO WAIVER. No waiver of any provision of this Lease by either party will be deemed to imply or constitute a further waiver by such party of the same or any other provision hereof. The rights and remedies of Landlord under this Lease or otherwise are cumulative and are not intended to be exclusive and the use of one will not be taken to exclude or waive the use of another, and Landlord will be entitled to pursue all rights and remedies available to landlords under the laws of the State of Florida. Landlord, in addition to all other rights which it may have under this Lease, hereby expressly reserves all rights in connection with the Building or the Premises not expressly and specifically granted to Tenant under this Lease and Tenant hereby waives all claims for damages, loss, expense, liability, eviction or abatement it has or may have against Landlord on account of Landlord's exercise of its reserved rights, including, but not limited to, Landlord's right to alter the existing name, address, style or configuration of the Building or the common areas, signage, suite identifications, parking facilities, lobbies, entrances and exits, elevators and stairwells. B. RENT PAYMENTS. No receipt of money by Landlord from Tenant at any time, or any act, or thing done by, Landlord or its agent shall be deemed a release of Tenant from any liability whatsoever to pay Rent, Additional Rent, or any other sums due hereunder, unless such release is in writing, subscribed by a duly authorized officer or agent of Landlord and refers expressly to this Section 33. Any payment by Tenant or receipt by Landlord of less than the entire amount due at such time shall be deemed to be on account of the earliest sum due. No endorsement or statement on any check or any letter accompanying any check or payment shall be deemed an accord and satisfaction. In the case of such a partial payment or endorsement, Landlord may accept such payment, check or letter without prejudice to its right to collect all remaining sums due and pursue all of its remedies under the Lease.

34. WAIVER: To the extent permitted by law, Tenant hereby waives: (a) jury trial in any action or proceeding regarding a monetary default by Tenant and/or Landlord' a right to possession of the Premises, and (b) in any action or proceeding by Landlord for monies owed by Tenant and/or possession of the Premises, then Tenant waives the right to interpose any crossclaim or counterclaim (except a mandatory crossclaim or counterclaim if the same is provided for pursuant to Florida law). However, the foregoing will not prohibit Tenant from bringing a separate lawsuit against Landlord. 35. CONSENTS AND APPROVALS: If Tenant requests Landlord's consent or approval under this Lease, and if in connection with such requests Landlord deems it necessary to seek the advice of its attorneys, architects and/or other experts, then Tenant shall pay the reasonable fee of Landlord's attorneys, architects and/or other experts in connection with the consideration of such request and/or the preparation of any documents pertaining thereto. Whenever under this Lease Landlord's consent or approval is expressly or impliedly required, the same may be arbitrarily withheld except as otherwise specified herein. 36. RULES AND REGULATIONS: Tenant agrees to abide by all rules and regulations attached hereto as Exhibit "C" and incorporated herein by this reference, as reasonably amended and supplemented from time to time by Landlord. Landlord will not be liable to Tenant for violation of the same or any other act or omission by any other tenant. 37. SUCCESSORS AND ASSIGNS: This Lease will be binding upon and inure to the benefit of the respective heirs, personal and legal representatives, successors and permitted assigns of the parties hereto. 38. QUIET ENJOYMENT: In accordance with and subject to the terms and provisions of this Lease, Landlord warrants that it has full right to execute and to perform under this Lease and to grant the estate demised and that Tenant, upon Tenant's payment of the required Rent and Additional Rent and performing of all of the terms, conditions, covenants, and agreements contained in this Lease, shall peaceably and quietly have, hold and enjoy the Premises during the full Lease Term.

39. ENTIRE AGREEMENT: This Lease, together with the BLI Rider, exhibits, schedules, addends and guaranties (as the case may be) fully incorporated into this Lease by this reference, contains the entire agreement between the parties hereto regarding the subject matters referenced herein and supercedes all prior oral and written agreements between them regarding such matters. This Lease may be modified only by an agreement in writing dated and signed by Landlord and Tenant after the date hereof. 40. HAZARDOUS MATERIALS: A. PROHIBITION OF STORAGE. Tenant shall, at its own expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders and administrative actions and orders ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, disposal or transportation of any oil, flammable explosives, asbestos, urea formaldehyde, radioactive materials or waste, infectious waste, or other hazardous, toxic, contaminated or polluting materials, substances or wastes, including, without limitation, any "hazardous substances", a "hazardous wastes," "hazardous materials" or "toxic substances" under any such laws, ordinances or regulations (collectively, "Hazardous Materials"). Tenant shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licensee and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Premises required for Tenant's use of any Hazardous Materials in or about the Premises in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Landlord recognizes and agrees that Tenant may use materials in normal quantities that are applicable to general office use and that such use by Tenant shall not be deemed a violation of this Section, so long as the levels are not in violation of any Hazardous Materials Laws. Upon termination or expiration of the Lease, Tenant shall, at its own expense, casas all Hazardous Materials placed in or about the Premises by Tenant or at Tenant's direction to be removed from the Premises and Building Common Area and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. Landlord acknowledges that it is not the intent of this Article to prohibit Tenant from operating its business as described in this Lease. Tenant may operate its business according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to all applicable governmental requirements. Tenant shall indemnify, protect, defend (by counsel reasonably acceptable to Landlord), and hold Landlord and Landlord's Indemnitees free and harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and expenses (including attorneys' fees or death of or injury to any person or damage to any property whatsoever, including, without limitation, the Building common area, arising from or caused in whole or in part, directly or indirectly, by the presence in or about the Premises of any Hazardous Materials placed in or about the Premises or used by Tenant or at Tenant's direction, or by Tenant's failure to comply with any Hazardous Materials Law or in connection with any removal, remediation, clean up, restoration and materials required hereunder to return the Premises and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials.

B. DISCLOSURE WARNING AND NOTICE OBLIGATIONS. Tenant shall comply with all laws, ordinances and regulations in the State where the Premises is located regarding the disclosure of the presence or danger of Hazardous Materials. Tenant acknowledges and agrees that all reporting and warning obligations required under the Hazardous Materials Laws are the sole responsibility of Tenant, whether or not such Hazardous Materials Laws permit or require Landlord to provide such reporting or warnings, and Tenant shall be solely responsible for complying with Hazardous Materials Laws regarding the disclosure of, the presence or danger of Hazardous Materials. Tenant shal1 immediately notify Landlord, in writing, of any complaints, notices, warnings, reports or asserted violations of which Tenant becomes aware relating to Hazardous Materials on or about-the Premises. Tenant shall also immediately notify Landlord if Tenant knows or has reason to believe has or will be released on or about the Premises. C. ENVIRONMENTAL TESTS AND AUDITS. Tenant shall not perform or cause to be performed, any Hazardous Materials surveys, studies, reports or inspection, relating to the Premises without obtaining Landlord's advance written consent, which consent may be withheld in Landlord's sole discretion. At any time prior to the expiration of the Lease Term, Landlord shall have the right to enter upon the Premises in order to conduct appropriate tests and to deliver to Tenant the results of such tests to demonstrate that levels of any Hazardous Materials in excess of permissible levels has occurred as a result of Tenant's use of the Premises. D. SURVIVAL/TENANT'S OBLIGATIONS. The respective rights and obligations of Landlord and Tenant under this Article shall survive the expiration or termination of this Lease. 41. BANKRUPTCY PROVISIONS: A. EVENT OF BANKRUPTCY. If this Lease is assigned to any person or entity pursuant to the provisions of the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq. (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord, and shall not constitute the property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under this Section is not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. B. ADDITIONAL REMEDIES. In addition to any rights or remedies hereinbefore or hereinafter conferred upon Landlord under the terms of this Lease, the following remedies and provisions shall specifically apply in the event Tenant engages in any one or more of the acts contemplated by the provisions of Section 24 A (3), (4), (5) or (6) of this Lease: (1) In all events, any receiver or trustee in bankruptcy shall either expressly assume or reject this Lease within sixty (60) days following the entry of an "Order for Relief" or within such earlier time as may be provided by applicable law.

(2) In the event of an assumption of this Lease by a debtor or by a trustee, such debtor or trustee shall within fifteen (15) days after such assumption :(i) cure any default or provide adequate assurance that defaults will be promptly cured; (ii) compensate Landlord for actual pecuniary loss or provide adequate assurance that compensation will be made for actual monetary loss, including, but not limited to, all attorneys' fees and costs incurred by Landlord resulting from any such proceedings; and (iii) provide adequate assurance of future performance. (3) Where a default exists under this Lease, the trustee or debtor assuming this Lease may not require Landlord to provide services or supplies incidental to this Lease before its assumption by such trustee or debtor, unless Landlord is compensated under the terms of this Lease for such services and supplies provided before the assumption of such Lease. (4) The debtor or trustee may only assign this Lease if (i) it is assumed and the assignee agrees to be bound by this Lease, (ii) adequate assurance of future performance by the assignee is provided, whether or not there has been a default under this Lease, and (iii) the debtor or trustee has received Landlord' a prior written consent pursuant to the provisions of this Lease. Any consideration paid by any assignee in excess of the rental reserved in this Lease shall be the sole property of, and paid to, Landlord. (5) Landlord shall be entitled to the fair market value for the Premises and the services provided by Landlord (but in no event less than the rental reserved in this Lease) subsequent to the commencement of a bankruptcy event. (6) Any security deposit given by Tenant to Landlord to secure the future performance by Tenant of all or any of the terms and conditions of this Lease shall be automatically transferred to Landlord upon the entry of an "Order of Relief". (7) The parties agree that Landlord is entitled to adequate assurance of future performance of the terms and provisions of this Lease in the event of an assignment under the provisions of the Bankruptcy Code. For purposes of any such assumption or assignment of this Lease, the parties agree that the term "adequate assurance" shall include, without limitation, at least the following: (i) any proposed assignee must have, as demonstrated to Landlord's satisfaction, a net worth (as defined in accordance with generally accepted accounting principles consistently applied) in an amount sufficient to assure that the proposed assignee will have the resources to meet the financial responsibilities under this Lease, including the payment of all Rent; the financial condition and resources of Tenant are material inducements to landlord entering into this Lease (ii) any proposed

assignee must have engaged in the permitted use described in the BLI Rider for at least five (5) years prior to any such proposed assignment, the parties hereby acknowledging that in entering into this Lease, Landlord considered extensively Tenant's permitted use and determined that such permitted business would add substantially to the tenant balance in the Project, and were it not for Tenant's agreement to operate only Tenant's permitted business on the Premises, Landlord would not have entered into this Lease, and that Landlord's operation of the Project will be materially impaired if a trustee in bankruptcy or any assignee of this Lease operates any business other than Tenant's permitted business; (iii) any assumption of this Lease by a proposed assignee shall not adversely affect Landlord's relationship with any of the remaining tenants in the Project taking into consideration any and all other "use" clauses and/or "exclusively" clauses which may then exist under their leases with Landlord; and (iv) any proposed assignee must not be engaged in any business or activity which it will conduct on the Premises and which will subject the Premises to contamination by any Hazardous Materials. 42. MISCELLANEOUS: A. If Tenant has a lease for other space in the Building, any default by Tenant under such lease will constitute a default hereunder. B. If any term or condition of this Lease or the application thereof to any person or circumstance is, to any extent, invalid or unenforceable, the remainder of this Lease, or the application of such term or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, is not to be affected thereby and each term and condition of this Lease is to be valid and enforceable to the fullest extent permitted by law. This Lease will be construed in accordance with the laws of the State of Florida. C. Submission of this Lease to Tenant does not constitute an offer, and this Lease becomes effective only upon execution and delivery by both Landlord and Tenant. D. Tenant acknowledges that it has not relied upon any statement, representation, prior or contemporaneous written or oral promises, agreements or warranties, except such as are expressed herein. E. Tenant will pay before delinquency all taxes assessed during the Lease Term against any occupancy interest in the Premises or personal property of any kind owned by or placed in, upon or about the Premises by Tenant. F. If Tenant, with Landlord's consent, occupies the Premises or any part thereof prior to the beginning of the Lease Term, all provisions of this Lease will be in full force and effect commencing upon such occupancy, and Base Rent and Additional Rent, where applicable, for such period will be paid by Tenant at the same rate herein specified. G. Each party represents and warrants that it has not dealt with any agent or broker in connection with this transaction except for the agents or brokers specifically act-forth in the BLI Rider with respect to each Landlord and Tenant. If either partys' representation and warranty proves to be untrue, such party wi11 indemnify the other party against all resulting liabilities, costs, expenses, claims, demands and causes of action, including reasonable attorneys' fees and costs through all appellate actions and proceedings, if any. The foregoing will survive the end of the Lease Term. H. Neither this Lease nor any memorandum hereof will be recorded by Tenant.

I. Nothing contained in this Lease shall be deemed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venturer or any association between Landlord and Tenant, it being expressly understood and agreed that neither the method of computation of Rent nor any other provisions contained in this Lease nor any act of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. J. Whenever in this Lease the context allows, the word "including" will be deemed to mean "including without limitation". The headings of articles, sections or paragraphs are for convenience only and shall not be relevant for purposes of interpretation of the provisions of this Lease. K. This Lease does not create, nor will Tenant have, any express or implied easement for or other rights to air, light or view over or about the Building or any part thereof. L. Landlord reserves the right to use, install, monitor, and repair pipes, ducts and conduits within the walls, columns, and ceilings of the Premises. M. Any acts to be performed by Landlord under or in connection with this Lease may be delegated by Landlord to its managing agent or other authorized person or firm. N. It is acknowledged that each of the parties hereto has been fully represented by legal counsel and that each of such legal counsel has contributed substantially to the content of this Lease. Accordingly, this Lease shall not be more strictly construed against either party hereto by reason of the fact that one party may have drafted or prepared any or all of the terms and provisions hereof. O. Landlord and Tenant acknowledge that the terms and provisions of this Lease have been negotiated based upon a variety of factors, occurring at a coincident point in time, including, but not limited to: (i) the individual principals involved and the financial strength of Tenant, (ii) the nature of Tenant's business and use of the Premises, (iii) the current leasing market place and the economic conditions affecting rental rates, (iv) the present and projected tenant mix of the Building, and (v) the projected juxtaposition of tenants on the floor(s) upon which the Premises are located and the floors within the Building. Therefore, recognizing the totality, uniqueness, complexity and interrelation of the aforementioned factors, the Tenant agrees to use its best efforts not to disseminate in any manner whatsoever, (whether by word of mouth, mechanical reproduction, physical tender or by any manner of visual or aural transmission or review) the terms and conditions of this Lease to third parties who could in any way be considered presently or in the future as prospective tenants for this or any other leasehold property with which Landlord may be involved. P. If more than one person or entity is named herein as Tenant, their liability hereunder will be joint and several. In case Tenant is a corporation, Tenant (a) represents and warrants that this Lease has been duly authorized, executed and delivered by and on behalf of Tenant and constitutes the valid and binding agreement of Tenant in accordance with the terms hereof, and (b) Tenant shall deliver to Landlord or its agent, concurrently with the delivery of this Lease, executed by Tenant, certified resolutions of the board of directors (and shareholders, if required) authorizing Tenant's execution and delivery of this Lease and the performance of Tenant to obligations hereunder. In case Tenant is a partnership, Tenant represents and warrants that all of the persons who are general or managing partners in said partnership have executed this Lease on behalf of Tenant, or that

this Lease has been executed and delivered pursuant to and in conformity with a valid and effective authorization therefor by all of the general or managing partners of such partnership, and is and constitutes the valid and binding agreement of the partnership and each and every partner therein in accordance with its terms. It is agreed that each and every present and future partner in Tenant shall be and remain at all times jointly and severally liable hereunder and that neither the death, resignation or withdrawal of any partner, nor the subsequent modification or waiver of any of the terms and provisions of this Lease, shall release the liability of such partner under the terms of this Lease unless and until Landlord shall have consented in writing to such release. Q. Landlord has made no inquiries about and makes no representations (express or implied) concerning whether Tenant is proposed use of the Premises is permitted under applicable law, including applicable zoning law; should Tenant's proposed use be prohibited, Tenant shall be obligated to comply with applicable law and this Lease shall nevertheless remain in full force and effect. R. Notwithstanding anything to the contrary in this Lease, if Landlord cannot perform any of its obligations due to events beyond Landlord's control, the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond Landlord's control include, but are not limited to, hurricanes and floods and other acts of God, war, civil commotion, labor disputes, strikes, fire, flood or other casualty, shortages of labor or material, government regulation or restriction and weather conditions. S. Tenant agrees to pay, before delinquency, all taxes assessed during the Lease Term agreement (i) all personal property, trade fixtures, and improvements located in or upon the Premises and (ii) any occupancy interest of Tenant in the Premises. T. Landlord shall provide and install, at Tenant's cost, all letters or numerals on doors entering the Premises. All such letters and numerals shall be in the standard graphics as approved by Landlord for the Building, and no others shall be permitted on the Premises without Landlord's prior written consent.

IN WITNESS WHEREOF, the parties have signed and delivered this Lease as of the day and year first above written.
Witnesses: /s/ ILLEGIBLE - --------------------------/s/ ILLEGIBLE - --------------------------(As to Landlord) LANDLORD : THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, Inc. By: /s/ GRANT GRIMES -----------------------------Its: Investment Officer -------------------------TENANT: EQUITABLE REAL ESTATE INVESTMENT MANAGEMENT, Inc., a Delaware Corporation /s/ ANN M. FLYN - --------------------------/s/ ILLEGIBLE - --------------------------(As to Tenant) By: /s/ SUSAN HAWKEN -----------------------------Its: ATTORNEY-IN-FACT SUSAN HAWKEN -------------------------COMPASS MANAGEMENT AND LEASING, Inc., a Delaware corporation /s/ ILLEGIBLE - --------------------------/s/ ILLEGIBLE - --------------------------(As to Landlord) By: /s/ JOHN NEMECEK -----------------------------Its: Vice President --------------------------

EXHIBIT "A" FLOOR PLAN

EXHIBIT A [BLUEPRINT OF FLOOR PLAN]

EXHIBIT B LOBBY FURNITURE 4 Burgandy/Green Plaid Chairs 1 Pewter Coffee Table (with glass top) 1 Small Wood Telephone Table 1 Custom Lighting Fixture CONFERENCE ROOM FURNITURE 1 Oval Conference Room Table (wood with glass protective top) 6 Green Conference Room Arm Chairs (with wheels) 1 Green Conference Room Arm Chair (no wheels) 1 End Table (wood) for telephone 1 Drywipe/Slide Screen (in wood cabinet on wall) 1 Custom Lighting Fixture

EXHIBIT "C". RULES AND REGULATIONS 1. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors, and halls shall not be obstructed or encumbered by any Tenant or used for any purpose other than ingress and egress to and from the Premises. 2. No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of Landlord. No curtains, blinds, shades, or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises, without the prior written consent of Landlord. Such awnings, projections, curtains, blinds, shades, screens, or other fixtures must be of a quality, type, design, and color, and attached in the manner approved by Landlord. 3. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any Tenant on any part of the outside of the Premises or Building or on the inside of the Premises if the same can be seen from the outside of the Premises without the prior written consent of Landlord except that the name of Tenant may appear on the entrance door of the Premises. In the event of a violation of the foregoing by Tenant, Landlord may remove same without any liability and may charge the expense incurred by such removal to the Tenant or Tenants violating this rule. Interior signs on doors and the directory shall be inscribed, painted or affixed for each Tenant by Landlord at the expense of such Tenant and shall be of a size and style acceptable to the Landlord. 4. Tenant shall not occupy or permit any portion of the Premises demised to it to be occupied as an office for a public stenographer or typist, or as a barber or manicure shop, or as an employment bureau. Tenant shall not engage or pay any employees on the Premises, except those actually working for Tenant at the Premises, nor advertise for labor giving an address at the Premises. The Premise. shall not be used for gambling, lodging, or sleeping or for any immoral or illegal purposes. The Premises shall not be used for the manufacture, storage, or sale of merchandise, goods or property of any kind whatsoever. 5. The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air into the halls, passageway or other public places in the Building shall not be covered or obstructed by any Tenant nor shall any bottles, parcels or other articles be placed on the window sills. No materials shall be placed in the corridors or vestibules nor shall any articles obstruct any air conditioning supply or exhaust vent. 6. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed and no sweepings, rubbish, rage, or other substances shall be thrown therein. All damages resulting from any misuse of the fixtures by Tenant, its servants, employees, agents, or licensees shall be borne by Tenant. 7. No Tenant shall mark, paint, drill into, or in any way deface any part of the Premises or the Building of which they form a part. No boring, cutting, or stringing of wires shall be permitted, except with the prior written

consent of Landlord, and as it may direct. Should a Tenant require telegraphic, telephonic, annunciator or other communication service, Landlord will direct the electricians where and how wires are to be introduced and placed, and none shall be introduced or placed except as Landlord shall direct. Electric current shall not be used for power or heating without Landlord's prior written permission. Neither Tenant nor Tenant's Agents including, but not limited to electrical repairmen and telephone installers, shall lift, remove or in any way alter or disturb any of the interior ceiling materials of the Premises or Building, nor shall any of same have any access whatsoever to the area above the interior ceiling of the Premises or the Building except with the prior written contact of Landlord and in accordance with guidelines established by Landlord. No antennas shall be permitted. 8. No bicycles, vehicles, or animals of any kind shall be brought into or kept in or about the Premises, and no cooling shall be done or permitted by any Tenant on said Premises. No Tenant shall cause or permit any unusual or objectionable odors to be produced upon or permeate from the Premises. 9. Landlord shall have the right to retain a passkey and to enter the Premises at any time, to examine same or to make such alterations and repairs as may be deemed necessary, or to exhibit same to prospective Tenants during normal business hours. l0. No Tenant shall make, or permit to be made, any unseemly or disturbing noises or disturb or interfere with occupants of this or neighboring buildings or premises or those having business with them, whether by the use of any musical instrument, radio, talking machine, unmusical noise, whistling, singing, or in any other way. No Tenant shall throw anything out of doors, windows, or skylights, or down the passageways. 11. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any Tenant, nor shall any changes be made in existing locks or the mechanism thereof. Each Tenant must, upon the termination of his tenancy restore to the Landlord all keys of offices and toilet rooms, either furnished to, or otherwise procured by, such Tenant. Tenant shall pay to the Landlord the cost of any lost keys. 12. Tenant will refer all contractors, contractors' representatives and installation technicians, rendering any service to Tenant, to Landlord for Landlord's supervision, approval, and control before performance of any contractual service. This provision shall apply to all work performed in the building, including installations of telephones, telegraph equipment, electrical devices and attachments, and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any other physical portion of the Building. 13. All removals, or the carrying in or out of any safes, freight, furniture or bulky matter of any description must take place during the hours which the Landlord or its agent may determine from time to time. All such movement shall be under supervision of Landlord and in the manner agreed between Tenant and Landlord by pre-arrangement before performance. Such pre-arrangements initiated by Tenant will include determination by Landlord, subject to his decision and control, of the time, method, and routing of movement and limitations imposed by safety or other concerns which may prohibit any article,

equipment or any other item from being brought into the building. Landlord reserves the right to prescribe the weight and position of all safes, which must be placed upon 2-inch thick plank strips to distribute the weight. Any damage done to the Building or to other Tenants or to other persons in bringing in or removing safes, furniture or other bulky or heavy articles shall be paid for by the Tenant. 14. Tenant agrees that all machines or machinery placed in the Premises by Tenant will be erected and placed so as to prevent any vibration or annoyance to any other Tenants in the Building of which the Premises are a part, and it is agreed that upon written request of Landlord, Tenant will, within ten (10) days after the mailing of such notice, provide approved settings for the absorbing, preventing, or decreasing of noise from any or a11 machines or machinery placed in the Premises. 15. Each Tenant shall, at its expense, provide artificial light for the employees of the Landlord while doing janitor service or other cleaning, and in making repairs or alterations in said Premises. 16. The requirements of Tenant will be attended to only upon written application at the office of the Building. Employees of Landlord shall not receive or carry messages for or to any Tenant or other person nor contract with or render free or paid services to any Tenant or Tenant's agent, employees, or invitees. 17. Canvassing, soliciting, and peddling in the Building is prohibited and each Tenant shall cooperate to prevent the same. 18. Tenant shall have the free use of the mail chutes, if any, installed in the Building, but the landlord in no wise guarantees efficiency of the said mail chutes and shall be in a no wise responsible for any damage or delay which may arise from use thereof. 19. Landlord will not be responsible for lost, stolen, or damaged property, equipment, money, or Jewelry from Tenant's area or public rooms regardless of whether such loss occurs when area is locked against entry or not. 20. Landlord specifically reserves the right to refuse admittance to the Building from 6 p.m. to 8 a.m. daily, or on Saturdays, Sundays or legal holidays, to any person or persons who cannot furnish satisfactory identification, or to any person or persons who, for any other reason in the Landlord's Judgment, should be denied access to the Premises. Landlord, for the protection of the Tenant and Tenant's effects may prescribe hours and intervals during the night and on Saturdays, Sundays and holidays, when all persons entering and departing the Building shall be required to enter their names, the offices to which they are going or from which they are leaving, and the time of entrance and departure in a register provided for the purpose by that Landlord. 21. No Tenant, nor any of Tenant's Agents, shall at any time bring or keep upon the Premises any inflammable, combustible, or explosive fluid, chemical, or substance. 22. Landlord reserves the right to make such other and further reasonable rules and regulations as in its judgment may from time to time be needful for the safety, care and cleanliness of the Premises, and for the preservation of good order therein and any such other or further rules and regulations shall be binding upon the parties hereto with the same force and effect as if they had been inserted herein at the time of the execution hereof.

FIRST ADDENDUM CYPRESS CENTRE STANDARD OFFICE LEASE This addendum to Cypress Centre Standard Office Lease (this "Addendum") dated this 13th day of September 1993 hereby amends that certain Cypress Centre Standard Office Lease (the "Lease") dated concurrently herewith, by and between The Equitable Life Assurance Society of the United States ("Landlord") and Equitable Real Estate Investment Management a Delaware Corporation and COMPASS Management and Leasing, Inc., a Delaware Corporation ("Tenant"). The parties hereby agree as follows: 1. RATIFICATION. Except as expressly set forth herein, the terms of the lease are hereby ratified and affirmed. 2. CONFLICT. In the event of a conflict between the provisions of the Lease and this Addendum, the terms of this Addendum shall prevail. 3. TERMS. Unless otherwise defined herein, terms used herein shall have the meaning or definition as set forth in the Lease. 4. CANCELLATION OPTION. So long as Tenant is not in default hereunder, Tenant shall have a one (1) time option to cancel the Lease during any time after the end of the Thirty Sixth (36th) month of the Lease Term, provided that Tenant gives written notice to Landlord of Tenant's intention to cancel the Lease ninety (90) days before the intended expiration date and further provided that such notice includes a check made payable to Landlord which represents reimbursement to Landlord for all unamortized Tenant Improvement Costs for the remaining months canceled on the Lease Term plus applicable Florida State Sales Tax. 5. MORTGAGE SUBORDINATION: NON-DISTURBANCE AGREEMENT. The following sentence is added to the end of Section 29 and 30 of the Lease, entitled "Mortgage Subordination". Notwithstanding anything in this Section 30 to the contrary, as of the date of execution of this First Amendment, there are no mortgages encumbering the Building. In the future, if Lessor encumbers the Building with a mortgage, then Lessee shall not be obligated to sign a Subordination/Attornment Agreement in favor of any such mortgagee unless such mortgagee signs a Non-Disturbance Agreement in favor of Lessee stating essentially that so long as Lessee is not in default, Lessee's possession of the Premises shall not be disturbed if such mortgage is foreclosed.

6. BUILD OUT ALLOWANCE. Landlord and Tenant agree the Build-Out Allowance will not exceed $224,889.50 (Two hundred twenty four thousand, eight hundred eighty-nine dollars and 50/100) and shall be based upon a mutually agreed upon space plan and working drawings prepared by Mummaw and Associates, Project #9216-llSA attached hereto. 7. SQUARE FOOTAGE OF PREMISES. Landlord and Tenant hereby acknowledge that the amount of 8525 square feet contained in the Lease, describing the amount of square feet contained in the Premises, is the amount of rentable square feet which Landlord demises to Tenant. It is of the Landlord's understanding that internally, the Tenant may allocate the Rent due with Equitable Real Estate Investment Management to pay fifty-seven percent (57%) and COMPASS Management and Leasing, Inc. to pay forty three (43%), however, in no event shall this relieve either party from responsibility to pay the amount due in the BLI Rider. 8. ASSIGNMENT AND SUBLETTING. Section 14.A should include that Landlord's prior written consent will not be unreasonably withheld. 9. HOLDOVER RENT. Section 32.D shall be revised to read that, without limiting Landlord's right and remedies, if Tenant holds over in possession of the Premises beyond the end of the Lease Term, during the holdover period the Rent will continue in the amount due and payable for the last month of the Lease Term. l0. RADON GAS. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. IN WITNESS WHEREOF, the parties have executed this Addendum on the date first set out above.
Witnesses: /s/ ILLEGIBLE - --------------------------/s/ ILLEGIBLE - --------------------------(As to Landlord) LANDLORD : THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, Inc. By: /s/ GRANT GRIMES -----------------------------Its: Investment Officer -------------------------TENANT: EQUITABLE REAL ESTATE INVESTMENT MANAGEMENT, Inc., a Delaware Corporation /s/ ANN M. FLYN - --------------------------/s/ ILLEGIBLE - --------------------------(As to Tenant) By: /s/ SUSAN HAWKEN -----------------------------Its: Attorney-In-Fact SUSAN HAWKEN -------------------------COMPASS MANAGEMENT AND LEASING, Inc., a Delaware corporation /s/ ILLEGIBLE - --------------------------/s/ ILLEGIBLE - --------------------------(As to Tenant) By: /s/ JOHN NEMECEK -----------------------------Its: Vice President --------------------------

EXHIBIT 10.7 Assignment and Assumption Agreement Return to: (enclose self-addressed stamped envelope) NAME:
Bruce D. Goorland, Esq. Address: P.O. Box 1900 Fort Lauderdale, Florida This Instrument Prepared by: Bruce D. Goorland, Esq.

95-12436 T#001 03-16-95 02:50PM

Address: Ruden, Barnett, McClosky, Smith, Schuster & Russell, P.A. 200 East Broward Boulevard 15th Floor Fort Lauderdale, Florida 33301 Property Appraisers Parcel I.d. (Folio) Number(s): Grantee(a)S.S.#(s): Assignment and Assumption Agreement
SPACE ABOVE THIS LINE FOR PROCESSING DATA SPACE ABOVE THIS LINE FOR RECORDING DATA

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT made and executed the 15TH day of MARCH A.D., 1995 by and between ROADHOUSE WATERWAY, INC., a Florida corporation ("Assignor") and ROADHOUSE GRILL COMMERCIAL, INC., a Florida corporation ("Assignee"). WITNESSETH: WHEREAS, Assignor is the "Lessee" under that certain Lease ("Lease") by and between Stan's on the Water, Inc., a Florida corporation, as Lessor ("Landlord") and Assignor as "Lessee"; a Memorandum of Lease and covenants ("Memorandum") with respect thereto having been recorded in Official Records Book 22518, at Page 212 of the Public Records of Broward County, Florida; and WHEREAS, Assignor desires to sell, assign and transfer Assignors interest in the Lease to Assignee and Assignee desires to accept said, assignment and transfer upon the terms and conditions hereinafter set forth. 1

NOW THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged by each party hereto from the other party hereto, the parties hereto do hereby agree as follows: 1. INCORPORATION OF RECITATIONS. The foregoing recitations are true and correct and are incorporated herein by this reference. 2. ASSIGNMENT. Assignor hereby sells, assigns and transfers to Assignee all of the Assignor's right, title and interest in and to the Lease. 3. ACCEPTANCE AND ASSUMPTION. Assignee hereby accepts the foregoing sale, assignment and transfer and agree to pay all "Base monthly rent," "Percentage Rental," and other charges to be paid by Lessee under the Lease and first accruing on or after the date hereof and to faithfully perform all covenants, stipulations, agreements and obligations to be performed by Lessee under the Lease first accruing on or after the date hereof. IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption Agreement effective of the day and year first above written. Signed, sealed and delivered in presence of: ROADHOUSE WATERWAY, INC., a Florida corporation
/s/ SHEILA J. EICHAR - -------------------------Witness Signature Sheila J. Eichar - -------------------------Print Name: /s/ JOAN WAGNER - -------------------------Witness Signature Joan Wagner - -------------------------Print Name: By: /s/ GERALD T. MCDONALD --------------------------------Gerald T. McDonald --------------------------------Printed Name: President --------------------------------Title: 7951 SW 6th Street, Suite 112 Plantation, FL 33324 --------------------------------Post Office Address (Corporate Seal)

2

ROADHOUSE GRILL COMMERCIAL, INC.,
a Florida corporation /s/ JEFFREY HOMER - -------------------------Witness Signature Jeffrey Homer - -------------------------Print Name: /s/ CHARLES D. BARNETT - -------------------------Witness Signature Charles D. Barnett - -------------------------Print Name: By: /s/ JOHN DAVID TOOLE III --------------------------------John David Toole III --------------------------------Printed Name: PRESIDENT --------------------------------Title: 4801 S. UNIVERSITY DR. DAVIE, FL 33328 --------------------------------Post Office Address (Corporate Seal)

3

CONSENT The undersigned hereby consents to the foregoing Assignment from Assignor to Assignee. STAN'S ON THE WATER, INC.
a Florida corporation /s/ SHEILA J. EICHAR - -------------------------Witness Signature Sheila J. Eichar - -------------------------Print Name: /s/ JOAN WAGNER - -------------------------Witness Signature Joan Wagner - -------------------------Print Name: By: /s/ GUS BOULIS --------------------------------Gus Boulis --------------------------------Printed Name: President --------------------------------Title: 2400 W. Cypress Creek Rd., Ste. 200 Ft. Lauderdale, Fl 33309 --------------------------------Post Office Address (Corporate Seal) STATE OF FLORIDA COUNTY OF BROWARD SS. SS. SS.

I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was acknowledged before me by JERRY MCDONALD the PRES. of ROADHOUSE WATERWAY, INC., a Florida corporation, freely and voluntarily under authority duly vested in him/her by said corporation and that the seal affixed thereto is the true corporate seal of said corporation. He/She is personally known to me. 4

WITNESS my hand and official seal in the County and State last aforesaid this 10 day of March, 1995.
/s/ JOAN S. WAGNER --------------------------------Notary Public

Joan S. Wagner Typed, printed or stamped name of Notary Public My Commission Expires: 9-7-96 5

STATE OF FLORIDA COUNTY OF BROWARD

SS. SS. SS.

I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was acknowledged before me by DAVID TOOLE the PRESIDENT of ROADHOUSE GRILL COMMERCIAL, INC., a Florida corporation, freely and voluntarily under authority duly vested in him/her by said corporation and that the seal affixed thereto is the true corporate seal of said corporation. He/She is personally known to me or who has produced ________________________ as identification. WITNESS my hand and official seal in the County and State last aforesaid this 15TH day of MARCH, 1995.
/s/ JEFFREY HOMER --------------------------------Notary Public

Jeffrey B. Homer Typed, printed or stamped name of Notary Public My Commission Expires: 10-16-98
STATE OF FLORIDA COUNTY OF BROWARD SS. SS. SS.

I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was acknowledged before me by GU BOULIS the PRESIDENT of STAN'S ON THE WATER, INC., a Florida corporation, freely and voluntarily under authority duly vested in him/her by said corporation and that the seal affixed thereto is the true corporate seal of said corporation. He/She is personally known to me. WITNESS my hand and official seal in the County and State last aforesaid this 10 day of MARCH, 1995.
/s/ JOAN S. WAGNER ---------------------------------

6

Notary Public Joan S. Wagner Typed, printed or stamped name of Notary Public My Commission Expires: 9-7-96 7

W/CALL TRI-COUNTY COURTHOUSE COURIER RECORD AND RETURN TO AND THIS INSTRUMENT PREPARED BY JEFFREY B. HOMER, ESQUIRE BRUCE M. LEVINE, P.A. 5300 N.W. 33RD AVENUE SUITE 119 FORT LAUDERDALE, FLORIDA 33309 MEMORANDUM OF LEASE AND COVENANTS THIS MEMORANDUM OF LEASE AND COVENANTS is made the 29 day of July, 1994 between STAN'S ON THE WATER, INC., whose address is 2400 West Cypress Creek Road, Suite 200, Fort Lauderdale, Florida 33309 (the "Lessor") and ROADHOUSE WATERWAY, INC., a Florida corporation, whose address is c/o G.T. McDONALD ENTERPRISES, 7951 Sixth Street, Suite 112, Plantation, Florida 33324 (the "Lessee"). W I T N E S S E T H: 1. That by Lease dated October 1, 1993 (the "Lease"), Lessor has demised and leased and hereby demises and leases to Lessee, and Lessee has rented and does hereby rent from Lessor, those premises (hereinafter called the "Leased Premised") on that certain parcel of land in the City of Fort Lauderdale, Broward County, Florida, legally described in Exhibit "A" attached to this Memorandum of Lease and Covenants and made a part hereof by this reference. 2. The Lease Term shall commence on the date hereof and shall continue without interruption to September 30, 2012. 3. So long as Lessee is in good standing under the term and provisions of the Lease, then Lessor grants to Lessee a right of first refusal should Lessor decide to sell the Leased Premises.

4. Lessor covenants and agrees, which covenants and agreements shall be for a period of three years commencing on October 1, 1993, not to open, operate or manage a Stan's on the Water Restaurant and Bar" within a five mile radius of the Leased Premises. 5. This instrument does not alter, amends, modify or change the Lease or the Exhibits which are a part thereof in any respect. This instrument in executed by the parties solely for the purpose of recordation in the Public Records of Broward County, Florida and it is the intent of the parties that it shall be so recorded and shall give notice of and confirm the Lease and Exhibits, and the covenants herein not forth, and all of the terms of the Lease to same extent as if all the provisions of the Lease and Exhibits were fully set forth herein. 6. All capitalized terms used in this Memorandum of Lease and Covenants which are not defined herein shall have the meanings ascribed to them in the Lease.

IN WITNESS WHEREOF, Lessor and Lessee have caused this Memorandum of Lease and Covenants to be duly executed as of the date first above written. Signed, Sealed and delivered in the presence of: LESSOR: STAN'S ON THE WATER, INC.
/s/ JOAN S. WAGNER - -------------------------Print Name: Joan Wagner /s/ GLORIA HAUGHNEY - -------------------------Print Name: (As to Gloria Haughney Lessor) By: /s/ GUS BOULIS ----------------------------GUS BOULIS, President LESSEE: ROADHOUSE WATERWAY, INC. a Florida Corporation

/s/ AUDREY FRAHAM - -------------------------Print Name: Audrey Frahm

By: /s/ GERALD T. McDONALD ----------------------------GERALD T. McDONALD, President

/s/ ROBERTA OHLSON - -------------------------Print Name: (As to Roberta Ohlson Lessee)

(Corporate Seal)
STATE OF FLORIDA COUNTY OF BROWARD SS. SS. SS.

I HEREBY CERTIFY that on this 29 day of July, 1994, before me, an officer duly qualified to take acknowledgments, personally appeared GUS BOULIS, as President of Stan's on the Water, Inc., personally known to me or who has produced a Florida drivers license as identification and has acknowledged before me that he executed the foregoing freely and voluntarily for the purpose therein expressed, and who did take an oath.

WITNESS my hand and official seal in the State and County, last aforesaid this 29 day of July, 1994.
/s/ JOAN S. WAGNER --------------------------------Notary Public State of Florida

Joan S. Wagner (Print name) My Commission expires: 9-7-96 My Commission number: CC 225849

STATE OF FLORIDA COUNTY OF BROWARD

SS. SS. SS.

I HEREBY CERTIFY that on this 29 day of July, 1994, before me, an officer duly qualified to take acknowledgments, personally appeared GERALD T. McDONALD, as President of ROADHOUSE WATERWAY, INC., a Florida corporation, personally known to me or who has produced a Florida driver's license as identification and has acknowledged before me that he executed the foregoing freely and voluntarily for the purpose therein expressed, and who did take an oath. WITNESS my hand and official seal in the State and County, last aforesaid this 29 day of July, 1994.
/s/ AUDREY FRAHM --------------------------------Notary Public State of Florida

Audrey Frahm (Print name) My Commission expires: My Commission number:

Lots 1 and 2 of RESUBDIVISION of Block 6 of the AMENDED PLAT OF CORAL RIDGE COMMERCIAL BOULEVARD ADDITION, according to the Plat thereof, as recorded in Plat Book 70, at Page 17, of the Public Records of Broward County, Florida; also described as: A Resubdivision of Block 6 of THE AMENDED PLAT OF A PORTION OF CORAL RIDGE COMMERCIAL BOULEVARD ADDITION, according to the Plat thereof, an recorded in Plat Book 70, at Page 17, of the Public Records of Broward County, Florida; and Lot 25 in Block 7 of AMENDED PLAT OF A PORTION OF CORAL RIDGE COMMERCIAL BOULEVARD ADDITION, recorded in Plat Book 53, at Page 36, of the Public Records of Broward County, Florida. RECORDED IN THE OFFICIAL RECORDS BOOK OF BROWARD COUNTY, FLORIDA COUNTY ADMINISTRATOR EXHIBIT "A"

LEASE This LEASE AGREEMENT is a conversion lease of a sub-lease dated October 1st, 1993, and is made and entered into this 1st day of October, 1993, by and between Stan's On The Water, Inc., whose address is 2400 West Cypress Creek Road, Suite 200, Fort Lauderdale, FL 33309, (hereinafter "LESSOR") and Roadhouse Waterway, Inc., whose address is c/o G.T. McDonald Enterprises, Inc., 7951 S.W. 6th Street, Suite 112, Plantation, FL 33324 (hereinafter "LESSEE"). Whereas, LESSOR is the owner of property located at 3300 East Commercial Boulevard, Fort Lauderdale, Florida 33308, (known as Stan's Restaurant Lounge and Gift Shop and referred to hereinafter as the "Property" and the Property is more fully described pursuant to the description attached as Exhibit 1) Whereas, the LESSOR desire to let and the LESSEE wishes to lease the property. Now therefore, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency which is hereby acknowledged, the parties do hereby agree as follows: 1. LESSOR hereby leases to LESSEE and LESSEE hereby rents from LESSOR upon the subject terms, conditions, provisions and covenants of this Lease, the Property known as Stan's at 3300 East Commercial Boulevard, Fort Lauderdale, Florida and which is more fully described in Exhibit 1 attached hereto and made a part hereof; 2. The terms, conditions and covenants of the Lease shall be the same as the contract which is attached hereto as Exhibit 2 and made a part hereof with the following exceptions which shall be in place of and take precedent over in conflicting or similar terms, conditions, (1) LESSOR, confers no option to purchase the subject property to the LESSEE, but reserves this right onto itself. Therefore, Articles 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38 and 39 of Lease are not made a part of this Lease and shall not be included in this Lease.

(2) LESSOR confers no rights of assignment, subletting, or mortgaging the subject property to the LESSEE and reserves those rights to itself; with the exception that LESSEE may assign this lease subject to prior written approval by LESSOR. LESSEE shall have the right to mortgage leasehold estate, including a landlord waiver on trade fixtures, furniture, and equipment, but not including a landlord waiver on fixtures as defined in Section 679.313(1) of the Florida Statutes. Notwithstanding any provision herein to the contrary, assignor shall be and remain liable and responsible for payment, performance and observance of all the provisions and obligations undertaken to be paid, performed, or observed in the Lease. Further, Gerald McDonald shall continue to guaranty payment, performance and observance of all provisions and obligations under his Guaranty; unless, the assignee has a net worth in excess of two million dollars, the LESSOR will release Gerald McDonald of his obligations under the Guaranty. (3) LESSOR agrees to let the premises for 25 years from October 1, 1987 and LESSEE agrees to rent the property for this duration. (4) COVENANT NOT TO COMPETE. LESSOR covenants and agrees not to open, operate or manage a "Stan's on the Water Restaurant and Bar" within a five-mile radius of the Property for a period of three years commencing on October 1, 1993, and, in consideration for this covenant not to compete, LESSEE agrees to pay the following consideration to LESSOR: Ten Thousand Dollars ($10,000.00) per month, on the first day of each month, commencing on the first day of April, 1994 and running for 22 consecutive months with the last payment being due on January 1, 1996, plus an additional Five Thousand Dollars ($5,000.00) per month on the first day of each month commencing on the first day of April, 1994 and running for ten consecutive months with the last payment being due on January 1, 1995. This covenant is more fully set out in the "Non-Compete Agreement" attached hereto as Exhibit 3. This covenant does not prohibit LESSOR from owning, operating or managing other restaurants and/or bars in the subject territory. (5) RENT: LESSEE agrees to pay all expenses of any nature, including, but not limited to insurance, tangible and real estate taxes commencing October

1, 1993 and to pay rent commencing December 1, 1993, and then to pay rent as follows: (a) BASE MONTHLY RENT on the first day of each month shall be $25,000.00 subject to CPI increases ANNUALLY. CPI as used herein refers to the consumer price index as published by the Bureau of Labor and Statistics for the U.S. Department of Labor. (1982-1984 equals 100); and, LESSEE agrees to pay:

(b) PERCENTAGE RENTAL shall be paid on a quarterly basis
of the periods from December through February; March through May; June through August; and September through November ("Percentage Rent Quarter"), but calculated on an annual basis and shall be equal to seven and one-half (7 1/2% of gross revenues from the property and any source on the property minus BASE MONTHLY rent. The percentage rent shall be calculated annually beginning December 1, 1993 and ending November 30, 1994 and continuing on from December 1 through November 30 in future years. In the event that LESSEE has paid percentage rent in any of the first two percentage rent quarters and if the cumulative percentage rent would provide a credit for the third quarter, no such credit will be made and instead $25,0000 base monthly rent shall be paid. Any additional percentage rent or credit to LESSEE for percentage rent, will be calculated as of November 30 and offset or paid in addition to the January rent. Percentage rental payments are due no later than the 15th of the month following the end of the percentage rent quarter and will be based upon sales as reported on all the LESSEE'S sales tax reports for the property, which will be provided to the LESSOR. Additionally, in any percentage rental year where sales exceed $4 million, percentage rent will be paid on a monthly basis as soon as the $4 million sales level is reached. In summary, in the event that gross revenue from the property and any source on the property is greater than $4 million, rent will not exceed 7 1/2% in any given percentage rent year and if less than $4 million, rent will not be less than $25,000 per month. (6) INSURANCE. If the Building or other Improvements located on the Demised Premises should be damaged by fire or other casualty, LESSEE shall immediately notify LESSOR of such casualty and LESSEE shall promptly commence to repair or reconstruct such Building or other Improvements as nearly as may be to their condition immediately prior to such casualty. In the event of a casualty which is insured against, the parties hereto will make all insurance proceeds available for the cost of such restoration unless required to be paid to Superior Mortgagee(s). LESSEE agrees to continuously operate during business hours a restaurant known as "Roadhouse Grill" for the term of this Lease. The LESSEE covents that it has the exclusive rights to open

(7)

"Roadhouse Grill" restaurants within a seven-mile radius of the property and further covents that no other "Roadhouse Grill" restaurant will be opened or operated within a seven-mile radius of the property. Should LESSEE desire to operate a restaurant at this location other than a "Roadhouse Grill" he must obtain LESSOR's ADVANCED WRITTEN APPROVAL, which will not be unreasonably withheld by LESSOR.

(8)

RIGHT OF FIRST REFUSAL: So long as LESSEE is in good standing under the terms and provisions of this LEASE LESSOR grants to LESSEE a right a right of first refusal should LESSOR decide to sell the subject property. The LESSOR shall present to LESSEE a written contract and LESSEE shall have fourteen days to agree to, execute and deliver to LESSOR a contract on the exact terms and conditions as the contract presented by LESSOR. The Right of First Refusal expires at 4:30 p.m. on the fourteenth day after delivery of the contract. NOTICE: If either party agrees to give notice to the other or to make tender to the other, such notice or tender shall be in writing and shall be deemed to be given when it shall be deposited with adequate postage in the United States mail, certified or registered, return receipt requested and addressed to the party for whom it is intended as follows: LESSOR: Gus Boulis c/o KB Holdings 2400 W. Cypress Creek Road Suite 200 Ft. Lauderdale, FL 33309 Roadhouse Waterway, Inc. c/o G.T. McDonald Enterprises, Inc. 7951 S.W. 6th Street, Suite 112 Plantation, FL 33324

(9)

LESSEE:

IN WITNESS WHEREOF, the parties hereto have placed their hands and seals the 12 day of JULY, 1994. Signed, Sealed and delivered in the presence of: LESSOR:
/s/ JOAN S. WAGNER - -------------------------/s/ ILLEGIBLE - -------------------------/s/ ILLEGIBLE - -------------------------- -------------------------/s/ BUS BOULIS --------------------------------Gus Boulis, President STAN'S ON THE WATER, INC. LESSEE: /s/ G.T. McDONALD --------------------------------G. T. McDONALD, President ROADHOUSE WATERWAY, INC.

GUARANTY The undersigned, GERALD McDONALD, unconditionally guarantees payment of all obligations due from ROADHOUSE WATERWAY, INC. ("Roadhouse") under that certain Non-Compete Agreement and that Sub-Lease Agreement by and among KONSTANTINOS (GUS) BOULIS and ROADHOUSE ("The Agreements"), dated of even date herewith, and further unconditionally guarantees the full performance and observance of all covenants of Roadhouse set forth in the Agreements. The undersigned affirms all of Roadhouse's waivers and consents contained in the Agreements. This Guaranty shall continue in full force and effect as to any renewal, extension or modification of the Agreements. This Guaranty shall be binding upon the undersigned's heirs and executors and may not be assigned. GUARANTOR: Date: 4/28/94
/s/ GERALD McDONALD --------------------------------GERALD McDONALD

LEGAL DESCRIPTION Lots 1 and 2 of RESUBDIVISION of Block 6, of the AMENDED PLAT OF CORAL RIDGE COMMERCIAL BOULEVARD ADDITION, according to the Plat thereof, recorded in Plat Book 70, Page 17, of the Public Records of Broward County, Florida; also described as: A RESUBDIVISION of Block 6, OF THE AMENDED PLAT OF A PORTION OF CORAL RIDGE COMMERCIAL BOULEVARD ADDITION, according to the Plat thereof, as recorded in Plat Book 70, Page 17, of the Public Records of Broward County, Florida. Said lands situate, lying and being in Broward County, Florida. AND Lot 25, Block 7, of AMENDED PLAT OF A PORTION OF CORAL RIDGE COMMERCIAL BOULEVARD ADDITION, as recorded in Plat Book 35, Page 36, of the Public Records of Broward County, Florida. Said lands situate, lying and being in Broward County, Florida. Exhibit "A"

LEASE AGREEMENT AND OPTION FOR PURCHASE AND SALE THIS LEASE AGREEMENT AND OPTION FOR PURCHASE AND SALE is made and entered into this 1ST day of OCTOBER , 1987, by and between JOHN S. STRATTON, whose address is 512 Southeast 28th Avenue, Pompano Beach, Florida (hereinafter referred to as "Landlord") and GUS BOULIS, whose address is 3706 A North Roosevelt Boulevard, Key West, Florida (hereinafter collectively referred to as "Tenant"). W I T N E S S E T H: WHEREAS, Landlord is the owner of certain real property lying and being situate in Broward County, Florida, more particularly described on Exhibit "A", appended hereto and made a part hereof, including all buildings located thereon, personal property, all easements, tenements, appurtenances, herediments, fixtures, rights and privileges belonging on or in any way appertaining to such premises subject to any restrictions, easements and encroachments now existing and to any zoning and governmental regulations now or hereinafter in effect, affecting the premises (collectively referred to as the "Property", and also sometimes hereinafter referred to as the "Premises"); and WHEREAS, the Landlord desires to let and the Tenant desires to lease the Property; and WHEREAS, Landlord additionally desires to grant Tenant and Tenant desires to acquire an option to purchase the Property in accordance with the terms and provisions set forth herein. NOW THEREFORE, for and in consideration for the premises Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency which is hereby acknowledged, the parties do hereby agree as follows: ARTICLE 1 PREMISES INCORPORATED BY REFERENCE The above and foregoing premises is acknowledged by the parties to be true and is hereby incorporated by reference herein. ARTICLE 2 LEASED PREMISES Landlord hereby leases to Tenant and Tenant hereby rents from Landlord, upon and subject to the terms, covenants, provisions and conditions of this Lease, the Property, which is known as Stan's Lounge located at 3300 East Commercial Boulevard, Fort Lauderdale, Florida 33308 (the "Business") and includes the necessary parking to service the Business (hereinafter also referred to as the "Premises").

ARTICLE 3 COMMENCEMENT OF RENT AND TERM The term of this Lease shall be for a term of twenty-five (25) years commencing on the day and year first above written, the "Commencement Date", and continuing for said number of years subject to prior termination or extension thereof pursuant to conditions and covenants contained herein and the applicable provisions of Florida law. ARTICLE 4 FIXED RENT AND GENERAL RENTAL PAYMENT PROVISION The rental shall be and consist of: (a) Fixed rent (hereinafter referred to as the "Fixed Rent") at the initial rate of Three Hundred Sixty Thousand Dollars ($360,000.00) per annum, plus applicable sales tax thereon, subject to adjustment, payable in equal monthly installments in the amount of Thirty Thousand Dollars ($30,000.00) plus applicable sales tax on the first day of each and every calendar month during the term of this Lease; and (b) Additional charges for taxes, insurance, utilities, repairs and maintenance, as hereinafter set forth, consisting of all sums of money which shall become due from and payable by Tenant. All sums which must be paid to Landlord, shall be paid in lawful money of the United States to Landlord at his office or such other place as the Landlord shall designate by notice to Tenant. In addition to the above, Tenant shall pay all governmental taxes, fees or charges on account of the Fixed Rent and the Additional Rent, as set forth in Article 5 below. Landlord acknowledges receipt of the sum of Thirty One Thousand Five Hundred ($31,500.00) Dollars upon the execution hereof, to be applied against the first installment of Fixed Rent, and sales tax thereon, becoming due hereunder. ARTICLE 5 FIXED RENT ADJUSTMENT The Fixed Rent shall be a minimal based rental for the entire term of this Lease. As of the time of the commencement of the third year of this Lease, the Fixed Rent shall be adjusted as of such date and as of like date for each year thereafter during the term hereof by an increase of three percent (3%) per year over the Fixed Rent. Accordingly, as of the commencement of the third year of this Lease, and for each year of this Lease thereafter, the annual rental shall increase by Ten Thousand Eight Hundred ($10,800.00) Dollars per year. Florida sales tax shall be computed based upon the adjusted rentals and the Tenant shall be responsible for such additional amount. All of the above rental increases shall hereinafter be referred to as "Additional Rent". -2-

ARTICLE 6 UTILITIES Tenant shall pay when due all bills for water, sewer, trash and garbage services, gas, electricity and all other utilities used on the Premises from the Commencement Date of this Lease and until expiration of the term of this Lease. ARTICLE 7 REPAIRS AND MAINTENANCE Landlord shall be under no obligation to make any repairs, alterations or improvements, to or upon the Property, or any part thereof, at any time. Accordingly, Tenant shall, at its own expense, at all times of the term of this Lease maintain the Property, make all repairs to the building and appurtenances both inside and outside including, but not limited to, fixtures, walls, sea wall, non-structural portions, decorations, sidewalks, yards and areas, paved vehicle driving and parking areas, water and sewer mains and connections, water, gas and electric pipes and conduits, and all other fixtures in and appurtenant to the Property, whether or not enumerated herein, and Tenant shall make any and all repairs, replacements, substitutions, improvements and additions, ordinary or extraordinary, necessary for that purpose. All such repairs, replacements, substitutions and improvements shall be in all respects of new and good quality materials, and work shall be performed in a good and workmanlike manner and shall be made to the approved satisfaction of any and all Federal, state, county, municipal and other governmental authorities at any time having jurisdiction of the Property. Tenant shall not cause or permit any waste, injury of disfigurement of the Premises, the property improvements, or any part thereof, normal wear and tear excepted. Tenant shall keep the entire Premises in a clean, neat and sanitary condition. It is acknowledged that the plumbing system connected to the Property must be pumped out approximately four (4) times a year, at a cost of approximately One Hundred Fifty ($150.00) Dollars for each cleaning, and the same shall be the responsibility of the Tenant. ARTICLE 8 SIGNAGE Tenant may install and operate interior and exterior electric and other signs, machinery and any other mechanical equipment and in so doing shall comply with all lawful requirements. Said signage shall be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld. ARTICLE 9 "AS IS" -3-

Tenant agrees to accept the Premises in "as is" condition and acknowledges that the condition of the Premises is satisfactory to Tenant as of the Commencement Date of this Lease. ARTICLE 10 USE OF LEASED PREMISES 10.01 OPERATION OF TENANT'S BUSINESS. Tenant shall occupy the Premises for the following purposes only: restaurant, lounge and gift shop. 10.02 OCCUPANCY OF THE PREMISES. If any governmental license or permit, other than a certificate of occupancy, shall be required for the proper and lawful conduct of Tenant's business on the Premises and any part thereof, Tenant at its expense, shall duly procure and thereafter maintain such license or permit. Tenant shall at all times comply with the terms and conditions of each such license or permit and any and all laws and ordinances applicable to Tenant's business. Tenant shall not at any time use or occupy of suffer or permit anyone to use of occupy the Premises or permit anything to be done in the Premises in any manner which may: (a) violate the certificate of occupancy for the Premises; or (b) be liable to cause injury to the Property or any portion thereof or any equipment facilities or systems therein; (c) constitute a violation of the laws and requirements of any public authority or the requirements for insurance bodies; (d) impair or tend to impair the character, reputation or appearance of the Premises as a first class restaurant, lounge and gift shop; (e) impair or tend to impair the proper and economic maintenance, operation and repair of the Premises and/or its equipment, facilities or systems. ARTICLE 11 SUBORDINATION OF LEASE This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to the terms and provisions of all mortgages which may now or hereafter affect the Property (whether or not such mortgages shall also cover other liens and/or buildings). The subordination shall likewise apply to each and every advance made or hereafter to be made under such mortgages, to all renewals, modifications, replacements and extensions of such mortgages and spreaders and consolidations of such mortgages. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, or the holder of any such mortgage (or their respective successors in interest), may reasonably request to evidence such subordination. Any mortgage to which this Lease is subject and subordinate is hereinafter referred to as a "Superior Mortgage" and the holder of a Superior Mortgage is hereinafter referred to as a "Superior Mortgagee". Notwithstanding the above, Tenant -4-

may require a non-disturbance agreement prior to subordination becoming effective hereunder. ARTICLE 12 NOTICE IN THE EVENT OF DEFAULT If any act or omission of Landlord would give Tenant the right, immediately after the lapse of a period of time, to cancel or terminate this Lease or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to Landlord and each Superior Mortgagee whose name and address shall previously have been furnished to Tenant, and (b) until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Superior Mortgagee shall have become entitled under such Superior Mortgage to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice to effect such remedy), provided such Superior Mortgagee shall, with due diligence, give Tenant notice of intention to, and commence and continue to, remedy such act or omission. ARTICLE 13 PROPERTY TAXES AND OPERATING EXPENSES 13.1 Tenant shall be liable for and shall pay for before delinquency all taxes and assessments of whatsoever kind or nature, and penalties and interest thereon, if any, levied against the Property and Tenant's personal property and any other personal property, of whatsoever kind and to whomsoever belonging situate or installed in and upon the Property, whether or not affixed to the realty. 13.2 Tenant shall be liable for and shall pay ninety (90) days before delinquency all general and special real property taxes, including assessments for local improvements, and other governmental charges which may be lawfully charged, assessed or imposed upon the Property. 13.3 If some method or type of taxation shall replace the current method of assessment of real property taxes, or the type thereof, the Tenant agrees to pay the same. If a tax (other than a Federal or State income tax) is assessed on account of the rent, the real estate or personal property taxes, or other charges payable by Tenant under this Lease, Tenant agrees to pay the same before delinquency, unless applicable law prohibits the payment of such tax by the Tenant. 13.4 The real estate taxes on the Premises for the first and the last calendar year of the Lease shall be prorated. -5-

13.5 If any of Tenant's Superior Mortgagee(s) require a tax escrow, Tenant shall make such monthly payments for tax escrow to the Landlord, along with each month's rental payment, as required by any Superior Mortgagee(s). ARTICLE 14 INSURANCE 14.1 Throughout the term of this Lease, Tenant shall, at its own cost and expense, provide and keep in force for the mutual benefit of Landlord and Tenant and any and all Superior Mortgagee(s), the following insurance: (a) Insurance against loss or damage by fire and such other risk as are customarily included in broad form extended coverage endorsements covering all risks hazard insurance, and which are attached to fire and hazard insurance policies covering property in Broward County and all replacements, additions and improvements thereof and all fixtures, equipment and other personal property therein to the extent of the highest insurable value of said property, but in no event in an amount less than one hundred percent (100%) of the full replacement cost thereof. All Superior Mortgagee(s) shall be named, along with the Landlord as a co-insured in the fire and extended coverage policy. Notwithstanding any provision to the contrary, the Tenant agrees to pay the cost of any deductibles in the event of a loss up to the total cost of restoration. (b) The Tenant is required to carry flood insurance on the buildings located on the Property to the highest insurable value of the Property and the contents contained therein. Said policy shall name the Landlord and all Superior Mortgagee(s) as co-insured. All insurance proceeds payable under Sub-Articles (a) and (b) of this Article 14, shall be paid to Landlord unless required to be paid to Superior Mortgagee(s). Notwithstanding the foregoing, if not prohibited by an Superior Mortgagee, after the Landlord and/or Superior Mortgagee(s) have been restored to their original position as a result of payment of insurance proceeds, the excess shall be paid to Tenant. (c) Tenant, at its expense, shall maintain at all times during the term of this Lease public liability insurance with respect to the Premises and the conduct or operation of the Business thereon, protecting Tenant against any and all claims for injury and damage to persons or property or for the loss of life or property occurring in, on or about the Premises, arising out of the act, negligence, omission, nonfeasance or malfeasance of Tenant, its employees, agents, contractors, customers, licensees and invitees. Such insurance shall be carried in a minimum amount of not less than Three -6-

Million, ($3,000,000.00) Dollars for bodily injury or death to any one person or any number of persons in any one occurrence and for property damage. Landlord and all Superior Mortgagee(s) shall be named as additional insured. (d) The Tenant shall be required to carry business interruption insurance, guaranteeing payments under the Lease for a period of at least six (6) months. (e) The Tenant shall be required to carry Dram Act insurance to the extent of the highest possible amount which can be obtained by Tenant. 14.02 All insurance to be provided and kept in force by Tenant under the provisions of this Lease shall name as the insured, Landlord and Tenant, and, all Superior Mortgagee(s) as their respective interests may appear. All such insurance shall be obtained and paid for by Tenant. Tenant shall deliver to Landlord and any additional named insured, such fully paid for policies or certificates of insurance, in form satisfactory to Landlord, issued by the insurance company or its authorized agent, at least ten (10) days prior to the Commencement Date. Tenant shall procure and pay for renewals of such insurance from time to time before the expiration thereof and deliver to Landlord (and any additional named insured) such renewal policy at least thirty (30) days prior to the expiration of any existing policy. All such policies shall be issued by companies of recognized responsibility, having at least a "AA" rating, licensed to do business in the State of Florida, and, all such policies shall contain a provision whereby the same cannot be cancelled or modified unless Landlord and any additional named insured are given at least thirty (30) days prior written notice of such cancellation or modification. Landlord may require the amount of any public liability insurance to be maintained by Tenant be increased so that the amount thereof adequately protects Landlord's interest. ARTICLE 15 SUCCESSOR LANDLORD If any Superior Mortgagee shall succeed to the rights of Landlord hereunder, whether through possession or foreclosure action or delivery of a new Lease or deed, then, at the request of such party (hereinafter referred to as "Successor Landlord"), Tenant shall attorn to and recognize each Successor Landlord as Tenant's Landlord under this Lease and shall promptly execute and deliver any instrument such Successor Landlord may reasonably request to evidence such attornment. -7-

ARTICLE 16 QUIET ENJOYMENT So long as Tenant pays all of the Fixed Rent and Additional Rent and other charges, where applicable, and performs all of its other obligations hereunder Tenant shall peaceably and quietly have, hold and enjoy the Premises without hindrance, ejection or molestation by Landlord or any other person lawfully claiming through or under Landlord, subject, nevertheless, to the provisions of this Lease and to Superior Mortgages. This covenant shall be construed as a covenant running with the land and is not, nor shall it be construed as, a personal covenant of Landlord, except to the extent of Landlord's interest in this Lease and only so long as such interest shall continue. Thereafter, this covenant shall be binding only upon Landlord's successors in interest, to the extent of their respective interest herein, as and when they shall have acquired the same and for so long as they shall retain such interest. ARTICLE 17 ASSIGNMENT, SUBLETTING AND MORTGAGING 17.01 Tenant shall not, whether voluntarily, involuntarily, or by operation of law, or otherwise (a) assign or otherwise transfer this Lease or the term and estate hereby granted, or offer or advertise to do so, (b) sublet the Premises or any part thereof, or offer or advertise to do so, or allow the same to be used or occupied by anyone other than Tenant, or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises or any part thereof in any manner whatsoever without in each instance obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any violation of the provisions hereinabove set forth shall constitute a default in this Lease and, thereupon, Landlord shall have the option to cancel the same and proceed in accordance with the provisions set forth herein. 17.02 If this Lease is assigned, whether or not in violation of the provisions herein, Landlord may collect rent from the assignee. If the premises or any part thereof are sublet or used or occupied by anyone other than Tenant, whether or not in violation of this Lease, Landlord may collect rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected to the Fixed Rent, Additional Rent, or other sums herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of any of the provisions of this Lease or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the performance of its obligations hereunder. The consent by Landlord assignment, mortgaging, subletting, or use or occupancy by others shall not in any way be considered to relieve Tenant from obtaining the express prior written consent of Landlord to any other or further assignment, mortgaging or subletting or use or occupancy by others not expressly permitted by this Article. Tenant covenants that, notwithstanding any assignment or transfer, and notwithstanding the acceptance of Fixed Rent and Additional -8-

Rent, where applicable, by Landlord from an assignee, transferee, or any other party, it shall remain fully liable for the payment of the Fixed Rent and Additional Rent, where applicable, and for the other obligations of this Lease to be performed or observed by Tenant. 17.03 Notwithstanding anything to the foregoing contained above, Tenant shall have the absolute right to assign or sublet its interest in this Lease for the entire term of or for a portion of the term of this Lease, to any entity which is wholly owned by Tenant or any subsidiary corporation of any corporation which is wholly owned by Tenant. Additionally, the Tenant shall have the absolute right to assign or sublet its interest in this Lease to any entity whatsoever so long as the tenant agree to become or remain personally liable on the Lease. ARTICLE 18 COMPLIANCE WITH LAWS Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law or requirement of any public authority with respect to the Property or the use or occupation thereof. Tenant shall, at Tenant's expense, comply with all laws and requirements of any public authorities which shall, in respect of the Premises or the use and occupation thereof, or the abatement of any nuisance in, on or about the Premises, impose any violation, order or duty on Landlord or Tenant arising from (a) Tenant's use of the Premises; (b) the manner or conduct of Tenant's business or operation of its installations, equipment or other property therein; (c) any cause or condition created by or at the instance of Tenant; or (d) breach of any of Tenant's obligations hereunder, whether or not such compliance requires work which is structural or non-structural, ordinary or extraordinary, foreseen or unforeseen; and Tenant shall pay all the costs, expenses, fines, penalties and damages which may be imposed upon Landlord or any successor Landlord by reason or arising out of Tenant's failure to fully and promptly comply with and observe the provisions of this Section. ARTICLE 19 ALTERATIONS 19.01 Tenant may, from time to time, at its expense, make such alterations, decorations, additions, or improvements (hereinafter collectively referred to as "Alterations") in and to the Premises, excluding structural changes, as Tenant may reasonably consider necessary for the conduct of its business in the Premises, provided, however, that before proceeding with any Alteration, Tenant shall submit to Landlord for Landlord's approval, plans and specifications for the work to be done and Tenant shall not proceed with such work until it has received said approval. However, if Landlord's written approval or disapproval has not been received by Tenant within fifteen (15) days -9-

of the submission to Landlord of said plans, the Alterations shall be deemed approved. Tenant shall obtain and deliver to Landlord (if so requested) either (i) a performance bond and a labor and materials payment bond (issued by a corporate surety licensed to do business in Florida), each in an amount equal to one hundred percent (100%) of the estimate of the cost of the Alterations and in form satisfactory to Landlord, or (ii) such other security as shall be satisfactory to Landlord. 19.02 Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and completion of Alterations and for the final approval thereof upon completion, and shall cause the Alterations to be performed in compliance therewith and with all applicable law and requirements of public authorities and with all applicable requirements of insurance bodies. The Alterations shall be diligently performed in lien free and a good and workmanlike manner, using new materials and equipment satisfactory to Landlord and shall be performed by bonded contractors approved by Landlord, in writing. 19.03 Tenant, at its expense, and with due diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Alterations, or any other work, labor, services or material done for or supplied to Tenant, or any person claiming through or under Tenant, which shall be issued by any public authority having jurisdiction or asserting jurisdiction. Tenant shall have no authority to create any liens for labor or materials on or against the Premises and, accordingly, Tenant shall defend, indemnify, and save Landlord harmless of, from and against any and all mechanic's and other liens and encumbrances filed in connection with Alterations or any other work, labor, services, or materials done for or supplied to Tenant, or any person claiming through or under Tenant, including, without limitation, security interests in any materials, fixtures or articles installed in and constituting a part of the Premises and against all costs, expenses, and liabilities (including reasonable attorney's fees, through and including appellate level) incurred in connection with any such lien or encumbrance or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge of record of all such liens and encumbrances within fifteen (15) days after the filing thereof. In the event Tenant has not so performed, Landlord may, at his option, pay and discharge such liens and Tenant shall be responsible to reimburse Landlord for all costs and expenses incurred in connection therewith, which expenses shall include reasonable attorney's fees and any costs in posting bond to effect discharge or release of the lien as an encumbrance against the Premises. 19.04 Tenant shall not permit any mechanic's or similar liens to remain upon the Premises for more than fifteen (15) days for labor or material claimed to have been furnished to Tenant in connection with work or any character performed or claimed to have been performed on the Premises or at the direction of or with the consent of Tenant, whether performed or finished before or after commencement of the term of this Lease. Tenant may contest the validity of any such lien or claim, provided that Tenant, if -10-

required by Landlord, shall give to Landlord reasonable security to secure payment and to prevent any sale, foreclosure or forfeiture of the Premises by reason of such non-payment. Upon a final determination of the validity of any such lien or claim, Tenant shall immediately pay any judgment or decree rendered against Tenant or Landlord with all proper costs and charges and shall cause such lien to be released of record without cost to Landlord. Tenant shall in no event have any right to cause or permit any lien to affect the fee simple interest of Landlord to the Property. ARTICLE 20 DAMAGES OR DESTRUCTION 20.01 Tenant agrees to notify the Landlord immediately in the case of damage to, or destruction of, the Premises or any portion thereof resulting from fire or other casualty. The Tenant shall forthwith repair, reconstruct and restore the Premises to substantially the same or an improved condition or utility value as existed prior to the event causing such damage. Net proceeds of any insurance (whether carried by Landlord or Tenant) relating to such damage shall be paid directly to Landlord and/or Superior Mortgagee(s) as required. To the extent not prohibited by Superior Mortgagee(s), insurance proceeds remaining, after completion of such repair, reconstruction or restoration, so long as the Property is restored to its full original value, shall be paid to Tenant. 20.02 Rent shall not abate during any period when Tenant is repairing, reconstructing or restoring the Premises. ARTICLE 21 EMINENT DOMAIN 21.01 If the whole of the Premises shall be taken for a public or quasi-public use or purpose under power of eminent domain, the term of this Lease shall terminate as of the date actual physical possession thereof shall be so taken. 21.02 If any portion of the Premises shall be taken for a public or quasi-public use or purpose under the power of eminent domain and such partial taking may reasonably be construed to render the remainder of the Premises unsuitable for the business of Tenant, Tenant shall be entitled either to elect to cancel and terminate this Lease or to remain in possession of the remainder of the Premises not so taken; PROVIDED, however, that Tenant shall give Landlord written notice of its said election within ten (10) days of passing of title, and failing so to do Tenant shall be deemed to have elected to remain in possession, or if the portion of the Premises so taken shall not be so substantial as may reasonably be construed to render the remainder of the Leased Premises unsuitable for the Business of Tenant, then and in either such event Landlord shall (but only out of and not exceeding the award received by Landlord, excluding the award for land value, for or on account of such taking) repair, reconstruct or restore the remainder of the Premises -11-

(including the building which is a part thereof) to their condition as it existed immediately prior to such taking (and Tenant shall not be entitled to any damages by reason of any inconvenience or loss sustained by Tenant as a result thereof) and, except as otherwise herein provided, this Lease shall continue in all respects in full force and effect. 21.03 If any portion of the building located on the Premises shall be taken for a public or quasi-public use or purpose and Tenant shall elect or be deemed to have elected to remain in possession as hereinabove provided, or if the portion of the Premises so taken shall not be so extensive as may reasonably be construed to render the remainder of the Building unsuitable for the business of Tenant, then, and in either such event, the rent payable under Articles 4 and 5 shall be adjusted as follows: (a) During the period between the date of such actual taking and the completion of said repairs, reconstruction or restoration, Tenant shall be required to pay only such portion of the rent as shall be equal to the proportion thereof which the number of square feet of gross floor area in the building located on the Premises remaining in a tenantable condition during such period bears to the total number of square feet of gross floor area in the building immediately prior to such taking. (b) Upon completion of said repairs, reconstruction or restoration, and thereafter throughout the remainder of the term of this Lease, the rent reserved herein shall be equitably reduced in the same proportion which the number of square feet of gross floor area in the building so taken bears to the total number of square feet of gross floor area in the building immediately prior to such taking. 21.04 If any portion of the land portion of the Property is condemned and Tenant elects, or is deemed to have elected, to remain in possession as hereinabove provided, then the land portion of the rent shall be proportionately abated. 21.05 If a leasehold interest in the Premises shall be taken for a public or quasi-public use or purpose under the power of eminent domain, this Lease shall not be terminated nor shall Tenant be excused from full performance of its covenants for the payment of money or any other obligations hereunder capable of performance by Tenant, but in such event Tenant may claim and recover from the condemning authority all compensation and damages payable on account of Tenant's leasehold interest in the Premises. 21.06 Except as otherwise herein provided, all damages awarded or other sums or awards paid on account of any condemnation or taking under the power of eminent domain of the Premises or any portion or portions thereof shall belong to and shall be the sole property of Landlord, whether such damages or other sums are awarded as -12-

compensation for loss or diminution in value of the leasehold, or for the fee of the Premises, or otherwise, to the extent of the sum of Three Million ($3,000,000.00) Dollars, with any excess condemnation award over the sum of Three Million ($3,000,000.00) Dollars, to be awarded to the Tenant unless prohibited by any Superior Mortgages. 21.07 In the event this Lease is cancelled or terminated pursuant to any of the provisions of this Article, all rentals and other charges payable on the part of Tenant to Landlord hereunder shall be paid either as of the date upon which actual physical possession shall be taken by the condemnor, or as of the date upon which actual physical possession shall be taken by the condemnor, or as of the date upon which Tenant ceases doing business in, upon or from the Premises, whichever last occurs; and the parties shall thereupon be released from all further liability hereunder, except that Landlord shall make an equitable refund to Tenant of any unearned, unused or unappropriated advance rental theretofore paid by Tenant to Landlord hereunder. 21.08 The Tenant's right to cancel this Lease under this Article 21 shall be limited to a substantial taking that is agreed upon by the parties. If they cannot agree that the taking is substantial, each side shall appoint an arbitrator within ten (10) days of request by the other side and both arbitrators shall select a third arbitrator within thirty (30) days after the appointment of the second arbitrator. The arbitrators shall determine within thirty (30) days after all three have been appointed, whether or not the taking is substantial, and the decision of a majority of the arbitrators shall be final and binding on the Landlord and Tenant; provided in any event that a taking of twenty (20%) or less of the Premises shall not be deemed a substantial taking unless legal access to the premises is prevented thereby. 21.09 Property dedicated to the public for approval of site plan shall not be included in the percentage of subsequent taking, whether said dedication is by easement or grant. ARTICLE 22 RISK OF LOSS The Tenant takes all risk of any damage to its property, and to any property brought on the Premises by it or its agents, servants, licensees or invitees, that may occur by reason of any cause whatsoever, except the intentional or negligent act of the Landlord or its agents and the failure of the Landlord to perform the obligations of Landlord contained herein. ARTICLE 23 CONDITIONS OF LIMITATIONS -13-

23.01 In the event that Tenant shall make an assignment for the benefit of creditors, or shall file a voluntary petition under any bankruptcy or insolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency shall be filed against Tenant under any bankruptcy or insolvency law, or whenever a petition shall be filed by or against Tenant under the reorganization provisions of the United States Bankruptcy Act or under the provisions of any law of like import, or whenever a petition shall be filed by Tenant under the arrangement provisions of the United States Bankruptcy Act or under the provisions of any law of like import, or whenever a permanent receiver of Tenant, or of or for the property of Tenant shall be appointed, then Landlord if such event occurs without the acquiescence of Tenant at any time after the event continues for sixty (60) days, may give Tenant a notice of intention to end the term of this Lease at the expiration of five (5) days from the date of service of such notice whereupon this Lease, and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall thereupon terminate with the same effect as if that day were the expiration date of the Lease; however, Tenant shall remain liable for all damages set forth in this Lease. 23.02 This Lease and the term and estate hereby granted are subject to the following limitations: (a) If Tenant shall default in the payment of Fixed Rent and Additional Rent, where applicable, or any other payment due hereunder; (b) if Tenant shall, whether by action or inaction, be in default of any of its obligations under this Lease (other than a default in any payment hereunder) and such default shall continue and not be remedied within fifteen (15) days after Landlord shall have given to Tenant a notice specifying the same; (c) in the case of a default which cannot with due diligence be cured within a period of fifteen (15) days and the continuance of which for the period required for cure will not subject Landlord or any Superior Mortgagee to foreclosure of any mortgage, subject the Premises or any part thereof to being condemned or vacated, subject the Property, or any part thereof, to any lien or encumbrance, or result in the foreclosure of any Superior Mortgage, if Tenant shall not (i) within said fifteen (15) day period advise Landlord of Tenant's intention to take all steps necessary to remedy such default, (ii) duly commence within said fifteen (15) day period and thereafter diligently prosecute to completion all steps necessary to remedy the default, and (iii) complete such remedy within a reasonable time after the date of said notice of Landlord; (d) if any event shall occur or any contingency shall arise whereby this Lease or the estate hereby granted or the unexpired balance of the term hereof would, by operation of law or otherwise, devolve upon or pass to any person, firm or corporation other than Tenant, except as permitted in Article 17 above; and (e) if Tenant shall vacate or abandon the Premises. In any of the above cases, Landlord may give to Tenant a notice of intention to end the term of this Lease. At the expiration of five (5) days from the date of the service of such notice, whereupon this Lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day were the expiration date of this Lease, but Tenant shall remain liable for all damages set forth herein. -14-

23.03 If Tenant shall default in the performance of any of its obligations under this Lease, Landlord, without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Tenant, without notice in a case of emergency, and in any other case only if such default continues after the expiration of fifteen (15) days from the date Landlord gives Tenant notice of the default. Any expenses incurred by Landlord in connection with any such performance, and all costs, expenses, and disbursements of every kind and nature whatsoever, including reasonable attorneys fees involved in collecting or endeavoring to collect the Fixed Rent and Additional Rent, where applicable, or any part thereof or enforcing or endeavoring to enforce any rights against Tenant or Tenant's obligations hereunder, shall be due and payable upon Landlord's submission of an invoice therefor. All sums advanced by Landlord on account of Tenant under this Article, or pursuant to any other provision of this Lease, and all Fixed Rent, and Additional Rent, where applicable, if delinquent or not paid by Tenant and received by Landlord when due hereunder, shall bear interest at the rate of two percent (2%) over the Prime Rate of interest, as determined by Citibank N.A. (for unsecured loans to its most favored corporate customers) or the maximum contract rate permitted by law, whichever is less, from the due date thereof until paid and the same shall be and constitute additional rental and be due and payable upon Landlord's submission of an invoice therefor. ARTICLE 24 DAMAGES 24.01 In the event this Lease is terminated under the provisions of this Lease or any provision of law by reason of default hereunder on the part of Tenant, Tenant shall pay to Landlord, as damages, at the election of Landlord either: (a) A sum which at the time of such termination of this Lease or at the time of any re-entry by Landlord, as the case may be, represents the then value of the excess, if any, of (i) the aggregate amount of the Fixed Rent and Additional Rent, where applicable, and any other unpaid charges due and owing under the terms and provisions of this Lease, which would have been payable by Tenant for the period commencing with such earlier termination of this Lease or the date of any such re-entry, as the case may be, and ending with the date contemplated as the expiration date hereof if this Lease had not so terminated or if Landlord had not so re-entered the Premises, over (ii) the aggregate rental value of the Premises for the same period, or (b) Sums equal to the Fixed Rent and Additional Rent, where applicable, and any applicable unpaid additional charges, if any, which would have been payable by Tenant had this Lease not so terminated or had Landlord -15-

not so re-entered the Premises, payable upon the due dates therefor specified herein following such termination or such re-entry and until the date contemplated as the expiration date if this Lease had not so terminated or if Landlord had not so re-entered the Premises. If Landlord, at its option, shall relet the Premises during said period, Landlord shall, after taking into consideration any credits previously recognized, credit Tenant with the net rents and other Tenant expenses and charges received by Landlord or paid on behalf of Tenant as a result of the reletting, from such reletting, such net rents to be determined by first deducting from the gross rents and other payments, as and when received by Landlord and/or paid by the substitute Tenant, the expenses incurred or paid by Landlord in terminating this Lease and/or re-entering the Premises and in securing possession thereof, as well as the expenses of reletting, including, without limitation, the alteration and preparation of the Premises for new Tenants, brokers commissions, legal fees, and all other expenses properly chargeable against the Premises and the rental therefrom. It is hereby understood that any such reletting may be for a period shorter or longer than the remaining term of this Lease but in no event shall Tenant be entitled to receive any excess of such net rents over the sum payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for the collection of damages pursuant hereto to a credit in respect of any net rents or tenant expenses, from a reletting, except to the extent that such net rents are actually received by Landlord and to the extent such expenses are paid by the substitute Tenant. 24.02 Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this Lease would have expired nor limit or preclude recovery by Landlord against Tenant of any sums or damages which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. The various rights, remedies and elections of Landlord reserved, expressed or contained herein are cumulative and no one of them shall be deemed to be exclusive of the others or of such other rights, remedies, options or elections as are now or may hereafter be conferred upon Landlord by law. Landlord is hereby granted a valid security interest to secure payment of all Fixed Rent, Additional Rent and tenant expenses due hereunder where applicable, becoming due hereunder and to secure payment of any loss or damage due to any default by Tenant hereunder upon all of Tenants Property and Tenant's Personal Property and any other personal property of Tenant which may now or hereafter be installed or placed in or on the Premises. -16-

ARTICLE 25 SECURITY FOR THE LEASE As security for the Lease, upon the commencement of this Lease, Tenant shall execute in favor of Landlord a Chattel Mortgage and Security Agreement along with UCC-1 Financing Statements to be recorded in the Public Records of Broward County, Florida and with the Florida Secretary of State, Tallahassee, Florida, which shall pledge and assign to Landlord all furniture, fixtures, goods and chattels of the Tenant whether now located or hereafter located on the premises along with an Assignment of Liquor License from Tenant to Landlord, collaterally assigning Tenant's rights in and to liquor license used in connection with the Business. In the event of any default under this Lease, Landlord shall be entitled to immediately foreclosure upon all properties secured by the Chattel Mortgage and Security Agreement, UCC-1 Financing Statements and Assignment of Liquor License and Tenant does hereby agree to pay attorney's fees, through and including appellate level together with costs and charges incurred or paid by the Landlord in connection with the same. As additional security for the Tenant's performance under the terms and provisions of this Lease, upon the execution of this Lease, tenant shall deposit the sum of Two Hundred Fifty Thousand ($250,000.00) Dollars with Landlord as a security deposit (the "Security Deposit"). It is acknowledged that the Security Deposit may be used by the Landlord, at any time, for whatever purposes the Landlord deems fit. Subject to the terms and provisions of Article 29, below, the Security Deposit shall be returned by the Landlord to the Tenant within thirty (30) days of the termination of the Lease with the proviso that monies may be deducted from the Security Deposit by Landlord for the purpose of repairing any damage or destruction to the Property caused by the Tenant, normal wear and tear excepted. ARTICLE 26 OPTION TO PURCHASE THE PROPERTY So long as Tenant is in good standing under the terms and provisions of this Lease, commencing with the Commencement Date and terminating on the seventh (7th) anniversary date of the commencement date of this Lease, Tenant shall have an option to purchase the Property (the "Option"), in consideration of this Lease and the sum of One Thousand ($1,000.00) Dollars (the "Option Payment"). The Option Payment shall be non-refundable but shall be credited against the Purchase Price at closing. ARTICLE 27 EXERCISE OF OPTION As set forth above, the option to purchase shall be good and viable provided that Tenant is in good standing under the Lease for a period of three and one-half (3 1/2) years from a date being two and one-half (2 1/2) years or thirty (30) months from the -17-

Commencement Date of this Lease until the seventh (7th) anniversary date of this Lease. In the event Tenant wishes to exercise its option to purchase the Property, Tenant must notify Landlord in writing of its election to purchase the Property during the three and one-half (3 1/2) year option period, in accordance with the below noted Notice provision of this agreement. Additionally, Tenant must pay the Option Payment to Landlord at the time of the execution of this Lease. ARTICLE 28 PURCHASE AND SALE OF PROPERTY In the event Tenant exercises its option to purchase the Property, upon said exercise of option, and subject to the terms and conditions set forth herein, Landlord agrees to sell, convey, transfer, assign and deliver to Tenant, and Tenant agrees to purchase from Landlord the Property, including all buildings located thereon, personal property, all easements, tenements, appurtenances, heridiments, fixtures, rights and privileges belonging in or in any way appertain to such premises, subject to any restrictions, easements and encroachments now existing and to any zoning and governmental regulations now or hereinafter in effect, affecting the premises. ARTICLE 29 PURCHASE PRICE 29.01 The purchase price for the Property, from the fifth (5th) anniversary date of the Commencement Date of this Lease until the seventh (7th) anniversary date of this Lease (i.e., during years five (5) and six (6) of the Lease), shall be Three Million Two Hundred Fifty Thousand ($3,250,000.00) Dollars (the "Purchase Price"), to be paid as follows:
(a) Credit for Option Payment (b) Twenty year Purchase Money Promissory Note and First Purchase Money Mortgage to be executed at closing Credit for $250,000.00 Security Deposit set forth in Article 25 above. In the event Tenant closes and receives credit for the Security Deposit, it is agreed and acknowledged that Landlord shall NOT be obligated to return the Security Deposit in the amount of $250,000.00 to Tenant and shall be entitled to retain the same -181,000.00

2,000,000.00

(c)

250,000.00

(d)

Balance of Purchase Price to be paid in cash at closing, subject to certain adjustments and prorations TOTAL

999,000.00 $3,250,000.00

29.02 The portion of the Purchase Price to be evidenced by a Purchase Money Promissory Note from Tenant (the "Note"), shall contain the following terms and conditions: (a) Interest at a fixed interest rate, at the rate of thirteen (13%) percent per annum; (b) No right to prepay in whole or in part, during the first five (5) years of the Note, excepting for the partial release provisions set forth in Article 29.03 below; (c) Default interest rate equal to the highest interest rate permissible under law. (d) Equal monthly payments of principal and interest based upon the then in effect interest rate, based upon a twenty (20) year amortization schedule, due and payable in full twenty (20) years from the date of the execution of the Note. 29.03 The Note is to be secured by a Purchase Money Mortgage encumbering the Property (the "Mortgage"). The Mortgage shall contain partial release provisions, under the terms and provisions of which portions of the Property may be released from the lien of the Mortgage for a release price of one hundred ten (110%) percent of the appraised value of the portion of the Property being released; said appraisal to be performed by an independent appraiser, mutually agreed upon by the Landlord and Tenant. The Mortgage shall also contain provisions that any construction to be performed on the Property or any portion of the Property, including released portions of the Property, must first be approved, in writing, by Landlord, and that no construction on the Property shall be permitted without Landlord's prior written consent. In connection with such construction, Landlord shall have a right of approval over all plans and specifications for ALL work to be done, and, Tenant shall not be permitted to proceed with said work until it has received said approval. Additionally, any construction on the Property, including any released portion of the Property, must be done in such a manner that it does not interfere with the parking requirements for the Premises under the standards established by the City of Fort Lauderdale, as said parking standards are now in effect or under any amended standards set forth in the future by the City. Releases may only be obtained for the purpose of constructing residential condominiums), townhouse(s), apartment building(s), swimming pool(s) or parking garage(s) on the Property. Construction approval shall not be unreasonably withheld. -19-

29.04 Tenant shall be responsible for all costs and expenses associated with the security taken back by Landlord in connection with the closing of this transaction, i.e., the payment of all recording fees, documentary stamps, intangible tax, and recording of any release documentation related thereto. 29.05 In the event that Tenant exercises the Option at any time during a period beginning two and one-half (2 1/2) years or thirty (30) months from the Commencement Date of this Lease until the end of the fourth (4th) year of this Lease (i.e., the initial eighteen (18) months of the three and one-half (3 1/2) year option period), in addition to the Purchase Price, Tenant shall be obligated to pay to Landlord, in the form of cash at closing, any prepayment penalties under Superior Mortgages, which Landlord must pay as a result of prepaying any Superior Mortgages, and, additionally, Tenant shall pay to Landlord in the form of cash at closing, any additional "income tax differential" resulting to Landlord in the year of sale as a result of the sale and purchase of the Property, as said tax liability is determined by Landlord's accountant at or prior to closing. Income tax differential shall be defined as the difference between the amount of income tax which would have been due and owing from Landlord as a result of selling the Property in years five (5) or six (6) of the Option verses the income tax which would be due and owing from Landlord as a result of selling the Property during the above noted initial eighteen (18) month period of the Option Period. ARTICLE 30 TITLE TO PROPERTY 30.01 Landlord shall convey to Tenant a marketable and insurable title, subject only to liens, encumbrances, exceptions, or qualifications contained herein, and those which shall be discharged by Landlord at or before the closing date. Simultaneous herewith, it is acknowledged that the Property is subject to those title exceptions as set forth on Exhibit "B", appended hereto and made a part hereof (the "Permitted Exceptions"). In connection therewith, Landlord shall deliver a title insurance commitment to Tenant at Landlord's expense. In the event that Tenant elects to procure a title policy, the cost of said title insurance policy shall be borne by Tenant. 30.02 Tenant shall have fifteen (15) days from the date of receiving such evidence of title, including the recertification thereof, to examine the same and determine that title is good and marketable and only affected by the Permitted Exceptions. If title is found defective, or if affected by other than the Permitted Exceptions, Tenant shall, within three (3) days thereafter, notify Landlord, in writing, specifying the defect(s). If said defect(s) renders title unmarketable or subject to other than the Permitted Exceptions, Landlord shall have ten (10) days from the receipt of notice within which to remove said defect(s) or -20-

if Landlord is unsuccessful in removing them within said time, Tenant shall have the option of either (1) accepting title as it then is without any adjustment in the Purchase Price or modification of the terms hereof, or (2) demanding from Landlord a full refund of the Option Payment paid hereunder, which shall forthwith be returned to Tenant and, thereupon, Tenant and Landlord shall be released as to one another of all further obligations and liability hereunder; however, Landlord agrees that he will, if title is found to be unmarketable, or subject to other than the Permitted Exceptions, use diligent effort to correct the defect(s) in title within the time frame provided therefor. Landlord, however, shall have no obligation to institute any suits whatsoever to accomplish the same. ARTICLE 31 "AS IS" Tenant acknowledges that they have had the opportunity to investigate the Property, and after due inquiry and investigation, with the exception of possible title defects as noted in Article 30 above, is accepting the Property in "as is" condition. ARTICLE 32 CLOSING The closing of this transaction shall take place at the law offices of Spear & Deuschle, P.A. 800 Southeast Third Avenue, Fort Lauderdale, Florida 33316, on or before ninety (90) days from the date of Tenant's exercise of the option to purchase. Time is of the essence. ARTICLE 33 CLOSING DOCUMENTATION 33.01 At the time of the Closing Date, Landlord shall deliver to Tenant executed originals of the following: (a) Warranty Deed to the Property, (b) Assignment of or termination of this Lease, at Tenant's option (c) Properly executed mechanic's lien affidavit to the effect that there are no unpaid bills for repair or materials furnished to the Property which could be the subject matter of a mechanic's or materialmen's lien, (d) FIRPTA Affidavit, -21-

(e) All insurance policies in effect, and assignments thereof, if assumed by Tenant; if assumed, insurance is to be prorated at closing. 33.02 At the time of the Closing Date, Landlord shall deliver to Tenant such other documents as may be reasonably required to be delivered by Landlord in accordance with the terms and provisions set forth herein. 33.03 At the time of closing, Tenant shall deliver to Landlord executed originals of the following: (a) The Purchase Price and the Closing Proceeds, (b) The Note (c) The Mortgage (d) Corporate or Partnership Resolution, if applicable, authorizing transaction, (e) Corporate Incumbency Certificate, if applicable, (f) Corporate or Partnership Certificates of Good Standing, if applicable (Florida and State of incorporation or formation, if different), (g) Partnership Agreement, if applicable, (h) Assumption or Termination of Lease. 33.04 At the time of the Closing Date, Tenant shall deliver to Landlord such other documents as may be reasonably required to be delivered by Tenant in accordance with the terms and provisions set forth herein. ARTICLE 34 EXPENSES AND PRORATIONS The costs relating to the state documentary stamps which are to be required to be affixed to the deed of conveyance shall be the sole responsibility of Landlord. All costs and charges associated with the Note and Mortgage, and the recording of the same, along with recording of the deed, shall be the sole responsibility of Tenant. Certified liens and pending liens on the Property, if any, shall be assumed by Tenant. Each party shall bear their own respective counsel fees. ARTICLE 35 ASSIGNMENT OF OPTION PORTION OF AGREEMENT -22-

The Option shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Neither the Option nor any interest therein shall be assigned by Tenant without the prior written consent of Landlord, made in Landlord's sole and absolute discretion; excepting, however, the Option may be assigned to a Corporation or a Partnership which is wholly-owned by Tenant. If Tenant attempts to assign the Option otherwise than in accordance with the terms hereof, it shall be and constitute a default hereunder. Notwithstanding anything to the contrary contained herein, under no circumstances shall the option portion of this Agreement be permitted to be sold or assigned, or in any way conveyed, separate or apart from the lease portion of this Lease and Option for Purchase and Sale Agreement, and any assignment or conveyance of the option portion of this Agreement without the simultaneous assignment of the lease portion of this Agreement, within the permitted terms and provisions of this Agreement, shall be considered null and void. ARTICLE 36 REAL ESTATE BROKERAGE Landlord and Tenant warrant and represent to each other that they have entered into no written brokerage agreement in connection with the purchase and sale of the Property, other than that certain brokerage agreement entered into by Landlord with L. A. CASTILLE ("Broker"), pursuant to brokerage agreement dated the 23rd day of January, 1987 (the "Brokerage Agreement") under which Landlord is responsible for payment to the Broker of a brokerage fee, and applicable sales tax thereon, in accordance with the terms and provisions of the Brokerage Agreement. Landlord and Tenant warrant and represent to each other that no broker is entitled to any brokerage commission in connection with the Lease. L.A. Castille shall split the real estate commission fifty-fifty with Alpha Real Estate of the Keys. ARTICLE 37 DEFAULT In addition to the rights and remedies herein set forth, if Tenant fails to perform under the Option within the time specified, the Security Deposit heretofore paid shall, at Landlord's option, be retained by Landlord as agreed and liquidated damages, not as a penalty, whereupon all parties shall be relieved of and from any and all further liability under the Option. If for any reason, other than Landlord being unable to render its title marketable after diligent effort, Landlord fails or neglects to perform its obligations under this Agreement, Tenant's sole remedies shall be to seek specific performance. ARTICLE 38 DOCUMENTS FOR CLOSING -23-

Landlord's attorney shall prepare a Statutory Form Warranty Deed, Non-Lien Affidavit, FIRPTA Affidavit, the Note and the Mortgage, and any corrective instruments that may be required in connection with perfecting the title. Tenant's attorney shall prepare a closing statement. ARTICLE 39 RECORDATION OF MEMORANDUM OF LEASE AND OPTION AGREEMENT Either party hereto shall have the right to have executed and recorded in the Public Records of Broward County, Florida a Memorandum of Lease and Option Agreement in order to protect both parties rights under this Lease and Option Agreement. Any such document shall expressly state that it is executed pursuant to the provisions contained in this Lease and Option Agreement and is not intended to vary the terms and conditions contained herein. ARTICLE 40 FINANCIAL STATEMENTS Tenant shall deliver to Landlord, within ninety (90) days of the end of each calendar year, financial statements prepared in accordance with generally accepted accounting principles for the term of this Lease, and/or the term of the Mortgage, as applicable. ARTICLE 41 NOTICE If either party agrees to give notice to the other or to make tender to the other, such notice or tender shall be in writing and shall be deemed to be given when it shall have been deposited with adequate postage in the United States mail, certified or registered, return receipt requested, and addressed to the party for whom it is intended as follows:
TENANT: GUS BOULIS 3706 A North Roosevelt Boulevard Key West, Florida 33040 JOHN S. STRATTON 512 Southeast 28th Avenue Pompano Beach, Florida GARY S. SINGER, ESQ. Spear & Deuschle, P.A. 800 Southeast Third Avenue Fort Lauderdale, Florida 33316

LANDLORD:

With a copy to:

-24-

ARTICLE 42 MISCELLANEOUS 42.01 All prior understandings and agreements between the parties are merged in this Lease and Option Agreement which alone fully and completely express the agreement of the parties. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this Lease, in whole or in part, unless such agreement is in writing, and is signed by the party against whom enforcement of said change or modification is sought. 42.02 The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations of this Lease and Option Agreement, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this Lease and Option Agreement or of the right to exercise such election, but the Lease shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. 42.03 If any provision of this Lease and Option Agreement or the application thereof to any person or circumstance shall, for any reason and to any extent be invalid or unenforceable, the remainder of this Lease and Option Agreement and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. This Lease and Option Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Lease and Option Agreement to be drafted. Each covenant, agreement, obligation, or other provision of this Lease and Option Agreement on Tenant's part to be performed, shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this Lease and Option Agreement. All terms and words used in this Lease, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. 42.04 Any holding over by Tenant after the expiration of the term of this Lease shall be treated as a daily tenancy at sufferance at a rate equal to 1 1/2 times the then effective Land and Building rent, plus additional rent and other charges herein provided (prorated on a daily basis) and shall otherwise be on the terms and conditions set forth in this Lease to the extent applicable. 42.05 In the event it becomes necessary for the Landlord or the Tenant to enforce any provision of this Lease by suit or through an attorney, the prevailing party shall be awarded reasonable legal expenses, through and including appellate level, incurred by the prevailing party. -25-

42.06 This Lease and Option Agreement constitutes the entire agreement between the parties hereto and shall be interpreted in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have placed their hands and seals the day and year first above written. Signed, sealed and delivered in the presence of: LANDLORD:
/s/ WENDY MOCKEL - ---------------------------------/s/ ILLEGIBLE - ---------------------------------/s/ JILL A. ZIMMERMAN - ---------------------------------/s/ LINDA P. GERALD - ---------------------------------/s/ JOHN S. STRATTON -------------------------JOHN S. STRATTON TENANT: /s/ GUS BOULIS -------------------------GUS BOULIS

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ADDENDA ADDENDUM TO ARTICLE IV. Article IV is hereby modified by adding thereto the following: b) PERCENTAGE RENTAL - In the event that Lessee shall elect to extend the term of this Lease as provided in Article II hereof then, and only in such event, Lessee covenants and agrees to pay to Lessor as hereinafter provided, as further and additional rent (hereinafter called "Percentage Rental"), during, and only during any extension of the original term hereof (but not during said original term) a sum equal to five (5%) percent of the amount, if any, by which Lessee's annual gross sales, hereinafter defined, for such year shall exceed twenty times the above mentioned minimum rental. c) BUSINESS STATEMENTS - During any extension of the original term hereof (but not during the original term), the Lessee agrees to submit to the Lessor quarterly statements of gross sales received from the business operated upon the premises, and within thirty (30) days immediately following the end of the first and each succeeding full year of the term a statement of yearly gross sales, and within thirty (30) days following the expiration or earlier termination of said lease a statement of gross sales made since the last quarterly statement. All such statements shall be signed by a responsible and authorized financial officer of the Lessee certifying as to the amount of gross sales as hereinafter defined for the period to be accounted for. If by any such yearly statement it appears that any percentage rental is due and payable to the Lessor for the preceding yearly period, it shall be paid to the Lessor within thirty (30) days immediately following the rendition date of such yearly statement. If there is any question concerning the accuracy of any statement, it shall be settled as conveniently as possible between the parties, but not so as to unreasonably interrupt the operation of Lessee's business. 1. DEFINITION OF GROSS SALES: The term "gross sales", as used herein, shall be construed to mean for all the purposes hereof the following: a) The aggregate amount of all sales made upon the demised premises;

b) All other business done upon the demised premises which according to standard use and accepted accounting practices are gross sales of the Lessee excepting the following: (i) The sales price of returned merchandise; (ii) Sales and/or exchanges made to or with other restaurants, stores or ocher establishments operated and conducted by the Lessee;

(iii) Receipts from telephones, cigarette machines, and all other vending type machines, excepting those vending "Howard Johnson's food products; (iv) The amount of any federal, state of local sales or food taxes now or hereafter levied, assessed or imposed; (v) Meals served to employees of the Lessee whether such meals are served with or without charge, or whether such meals are treated as meals sold for any other purpose. 2. LESSEE'S BOOKS: The Lessee, with respect to business done on the above described premises, shall keep at its Central Accounting Office true and accurate records and accounts which shall show all sales made and all gross receipts from the business done upon and within the demised premises. The Lessee covenants that accurate cash registers will be installed and kept, or caused to be installed and kept, by the Lessee within the demised premises which shall show and record each and every sale made upon and within the demised premises. Such registers shall show the total of the daily sales of all business done upon and within the said demised premises by the Lessee. Said books and accounts of the restaurant shall be available to the Lessor or accountant representing the Lessor and may be inspected at reasonable times after notification to the Lessee; however, said books and records shall be made available only for the full lease year prior to said notification. For the purposes of reporting "gross sales" and making payment for any "percentage rental" as provided in this Article, Lessor and Lessee agree that Lessee may use the so-called "4-4-5" method of accounting and that, in such event, the anniversary date of each lease year and the date of each quarterly reporting period may vary up to seven (7) days before or after the respective dates specified in this Article. (this page ends here)

ADDENDA ADDENDUM TO ARTICLE V. Article V is modified by substituting for paragraph c) thereof the following: c) Each of Lessor and Lessee hereby releases the other to the extent of its insurance coverage, from any and all liability for any loss or damage caused by fire or any of the extended coverage casualties or any other casualty insured against, even if such fire or other casualty shall be brought about by the fault or negligence of the other party, or any persons claiming under it, provided, however, this release shall be in force and effect only with respect to loss or damage occurring during such time as releasor's policies of fire and extended coverage insurance shall contain a clause to the effect that this release shall not affect said policies or the right of the releasor to recover thereunder. Each of Lessor and Lessee agrees that its fire and extended coverage insurance policies will include such a clause so long as the same is obtainable and is includable without extra cost, or if such extra cost is chargeable therefor, so long as the other party pays such extra cost. If extra cost is chargeable therefor, each party will advise the other thereof and of the amount thereof, and the other party, at its election, may pay the same but shall not be obligated to do so. (this page ends here)

ADDENDA NEW ARTICLE XIV Article XIV within is deleted in its entirety and the following language inserted in lieu thereof: Lessee shall pay all real property taxes levied against the demised premises for and during the fiscal tax years or portions thereof which fall within the term of this Lease. Lessor agrees to apply for and obtain a separate assessment of the land and buildings comprising the demised premises as hereinbefore defined for real estate tax purposes from the governmental authorities having jurisdiction thereof and until such separate assessment is obtained, Lessee shall not be required or obligated to pay any real property taxes. The Lessee shall have the right to contest the amount or validity in whole or in part of any real property taxes or assessed valuations imposed or assessed by any taxing or assessing authority upon or against the demised premises and the right to seek a reduction in the assessed valuation of the demised premises for tax purposes at Lessee's expense. The Lessor hereby covenants and agrees to join in and cooperate in any action or proceeding which may be brought by the Lessee for any of the aforementioned purposes. To the extent to which any tax refund payable as a result of any action or proceeding which Lessee may institute or payable by reason of a compromise or settlement of any such action or proceeding is based upon a payment made by the Lessee, the Lessee is hereby authorized to receive, collect and retain the same.

SUBORDINATION AND NON-DISTURBANCE AGREEMENT THIS AGREEMENT made this 13 day of OCTOBER, 1977 by and between HOWARD JOHNSON COMPANY (INC.), a Maryland corporation with its principal place of business at One Howard Johnson Plaza, Boston, Massachusetts 02125 (hereinafter referred to as "Tenant"), and ERIE SAVINGS BANK, a New York banking corporation having its principal office at One Main Place, Buffalo, New York 14202 (hereinafter referred to as "Mortgagee"). WITNESSETH WHEREAS, by a certain Lease (hereinafter referred to as "Lease") dated January 21, 1977 between North Star Construction Co., Inc., a New York corporation having an office at 1750 Statler Hilton, Buffalo, New York 14202 (hereinafter referred to as "Landlord") and Tenant, Landlord leased to Tenant premises and building which Landlord will construct or has constructed at 7566-80 Transit Road, Amherst, New York, said premises being more particularly described in Schedule A attached hereto and made a part hereof; and WHEREAS, Mortgagee is or will be the holder of a $385,000.00 mortgage or deed of trust (hereinafter referred to as "Mortgage") on said parcel of land; said mortgage having been or to be recorded in the Erie County Clerk's Office.

NOW, THEREFORE, the parties hereto agree as follows: 1. Mortgage agrees that if it shall exercise any right or remedy under the Mortgage because of a default of Landlord, Mort-

[PAGES MISSING FROM HARD COPY]

STATE OF NEW YORK COUNTY OF ERIE

SS. SS. SS.

On the 17th day of October, 1977, before me personally came W. John Dziadul to me known, who, being by me duly sworn, did depose and say that he resides in the Town of Hamburg, New York that he is Assistant Vice President of ERIE SAVINGS BANK, the corporation described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Trustees of said corporation, and that he signed his name thereto by like order.
/s/ CHARLOTTE CLARK -------------------------Charlotte Clark STATE OF MASSACHUSETTS COUNTY OF NORFOLK SS. SS. SS.

On the 13th day of Oct., 1977, before me personally came EUGENE J. DURGIN to me known, who, being by me duly sworn, did acknowledge that he resides in Milton, Norfolk county, Massachusetts; that he is the Vice President of HOWARD JOHNSON COMPANY (INC.), the corporation described in and which executed the above instrument, and he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.
/s/ KAREN L. HELMULLER --------------------------

PARCEL 1 ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Amherst, County of Erie and State of New York, being part of Lot No. Ninety (90), Township twelve (12), Range seven (7) of the Holland Land Company's Survey, bounded and described as follows: BEGINNING at a point in the westerly line of Transit Road, a now laid out sixty-six (66) feet wide, one thousand four hundred forty-two (1442) feet southerly from its intersection with the southerly line of Sheridan Drive, as now laid out sixty six (66) feet wide; running thence southerly along the westerly line of Transit Road sixty-five (65) feet; running thence westerly along line drawn parallel with the southerly line of Sheridan Drive, six hundred eighty-seven and twenty-one hundredths (687.21) feet, more or less to the easterly line of lands conveyed to Christian Metz by deed recorded in Erie County Clerk's office in Liber 271 of Deeds at page 15; running thence northerly along the easterly line of lands so conveyed to Christian Metz sixty-five and five hundredths (65.05) feet more or less to its intersection with a line drawn parallel with the southerly line of Sheridan Drive through the point of beginning; running thence easterly along said line drawn parallel with the southerly line of Sheridan Drive, six hundred eighty-eight and thirty-eight hundredths (688.38) feet to the westerly line of Transit Road at the point or place of beginning. PARCEL 2 ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Amherst, County of Erie and State of New York, being part of Lot No. 90, Township 12, Range 7 of the Holland Land Company's Survey, bounded and described as follows: BEGINNING at a point in the westerly line of Transit Road, as now laid out sixty-six (66) feet wide, one thousand three hundred forty-two (1342) feet southerly from its intersection with the southerly line of Sheridan Drive, as now laid out sixty-six (66) feet wide: running thence southerly along the westerly line of Transit Road one hundred (100) feet: running thence westerly alone a line drawn parallel with the southerly line of Sheridan Drive six hundred eighty-eight and thirty-eight hundredths (688.38) feet more or less to the easterly line of lands conveyed to Christian Metz by deed recorded in Erie County Clerk's office in Liber 271 of Deeds at Page 15: running thence northerly along the easterly line of lands so conveyed to Christian Metz one hundred and seven hundredths (100.07) feet more or less to its intersection with a line drawn parallel with the southerly line of Sheridan Drive through the point of beginning: running thence easterly along said line drawn parallel with the southerly line of Sheridan Drive six hundred ninety and eighteen hundredths (690.18) feet to the westerly line of Transit Road at the point or place of beginning.

Exhibit 10.8 LEASE AGREEMENT (1870 Semoran Blvd., Winter Park, Florida) 1. PARTIES This lease is made and entered into between the following parties: Piccadilly Cafeterias, Inc., hereafter referred to and known as Lessor, together with its successors, assigns and heirs and Roadhouse Grill, Inc., hereafter referred to and known as Lessee together with its successors, assigns and heirs. 2. PREMISES Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, as of the "Effective Date" specified in Section 3, at the rental and upon the covenants and conditions hereinafter set forth, the commercial space referred to herein as the "Premises" and described in Exhibit A attached hereto and incorporated herein by this reference. Lessee agrees that (i) Lessee has accepted the Premises in an "as is" condition, (ii) Lessor shall have no responsibility to make any "Improvements" (as defined in Section 13) which may be required to prepare the Premises for Lessee's use, (iii) Lessee, at its sole cost and expense, shall complete any Improvements which may be required upon the Premises prior to the Rent Commencement Date (as defined in Section 3) and (iv) all such Improvements shall be done in accordance with Sections 13 and 14. 3. TERM This Lease shall become legally binding as of the "Effective Date" which is defined as the date when Lessor and

Lessee shall have executed this Lease. The term of this Lease "Lease Term") shall commence on October 1, 1994 at 12:01 A.M. (the "Rent Commencement Date") and shall remain in full force and effect until September 30, 2004 at 12:00 P.M. (Midnight) (the "Expiration Date"). At the expiration of the Lease Term or earlier termination of this Lease, Lessee will surrender possession of the Premises and deliver the same to Lessor in good condition and repair. 4. RENT Lessor agrees to lease the Premises to Lessee for the Lease Term at the following rental rates: A: Years 1 through 5: Annual rental (the "Annual Rental") shall be one Hundred Thirty Two Thousand Dollars ($132,000.00). This annual rental shall be divided into twelve (12) equal monthly payments of Eleven Thousand Dollars ($11,000.00) which shall be due and payable by close of normal business hours on the first day of each month. Rental received after the fifth day of the month shall be adjudged to be late and will be assessed a late fee of 5% of the rental due plus all applicable taxes. B: Years 6 through 10: Annual Rental shall be One Hundred Forty Six Thousand Four Hundred Dollars ($146,400.00). This annual rental shall be divided into twelve (12) equal monthly payments of Twelve Thousand Two Hundred Dollars ($12,200.00) which shall be due and payable by close of normal business hours on the first day of each month. Rental received after the fifth day of the month shall be adjudged to be late and will be assessed a late fee of 5% of the rental due plus all applicable taxes. 5. UTILITIES Lessee agrees to make application in Lessee's own name and to obtain directly from, and pay for the same when due directly to, the applicable utility company. The term utilities for purposes hereof shall include but not be to electricity, water, sewer, gas, telephone, trash collection, cable television, or other public or private utilities used by Lessee at the Premises. Lessee further 2

agrees to defend, indemnify, protect and hold Lessor, together with its successors, assigns and heirs, harmless from and against any and all claims, liabilities, charges, deposits, encumbrances, penalties, forfeitures, losses or expenses (including attorney's fees) levied or claimed by any public or private utility company. Any discontinuance, failure or interruption in service resulting from Lessee's failure to pay any charge due and payable shall not be deemed a constructive eviction of Lessee or entitle Lessee, to terminate this Lease. 6. TAXES Lessee agrees to pay as additional rent without setoff or deduction the amount of all "Taxes" assessed for any reason and levied on the Premises and the realty underlying the Premises, whether separately or as part of the larger parcel. As used in this Lease, the term "Taxes" levied on the Premises or the realty underlying the Premises shall mean any form of tax, assessment, lien, bond obligation, license fee, license tax, tax or excise on rent, or any other levy, charge or expense, together with any statutory interest thereon, imposed or required at any time by any federal, state, county or city authority having jurisdiction, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof. Should Lessor make any tax payments directly, including any real estate or ad valorem tax payment, Lessee shall reimburse Lessor within thirty (30) days after presentation of said tax charge from Lessor to Lessee. In the event Lessee fails to pay, when the same is due and payable, any Taxes, Lessee shall hold Lessor, together with its successors, assigns and heirs, harmless from any resulting penalties, fees, fines or other charges. 3

7. ASSIGNMENT AND SUBLETTING Lessee shall not have the right to assign or sublet the Premises during the Lease Term without Lessor's prior written approval. 8. POSSESSION AND SURRENDER Lessee shall deliver the Premises at the expiration of the Lease Term or the earlier termination of this Lease in a broom clean condition, with the removal of all personal property and trade fixtures not affixed to the Premises, with the exception of Lessee's sign and temporary mounted fixtures. Lessee shall be responsible for repairing damage caused by Lessee or Lessee's invitees or employees, normal wear and tear accepted. It is expressly agreed and understood by both Lessor and Lessee that the failure by Lessee to surrender possession of the Premises at the expiration of the Lease Term or earlier termination of this Lease shall result in substantial damages to Lessor and those damages are impossible or impracticable to measure. In the event Lessee does not surrender possession of the Premises to Lessor as set forth herein, Lessee shall be deemed a hold over tenant on a month-to-month basis and shall pay to Lessor, as liquidated damages, for each month or portion of a month in which Tenant holds over in the Premises, an amount equal to the greater of (i) two times the portion of the Annual Rental which was payable under the Lease during the last month of the Lease Term plus all additional rent payable in accordance with the terms of this Lease or (ii) the prevailing market rent, on a monthly basis, plus all additional rent payable in accordance with 4

the terms of this Lease; such amount shall be payable in advance on the first day of each and every month. 9. USE OF PREMISES Lessor agrees to lease to Lessee the Premises for the purposes of operating a restaurant and grill. Should Lessee desire to change the use for which Lessee leases the Premises, Lessee must first obtain Lessor's written consent. Lessee warrants that Lessee will use the Premises for lawful purposes only and will obey all applicable federal, state and local laws, ordinances and codes. Upon paying the Annual Rent and any additional rent, including taxes, fees, and licenses, and otherwise conforming to the terms and conditions of this Lease, Lessee shall have the quiet enjoyment of the Premises. Lessor may enter the Premises during normal business hours to inspect the Premises. Lessor or Lessor's agent may place appropriate 'For Sale or For Lease* signs on the Premises sixty (60) days prior to the Expiration Date or earlier termination of the Lease. 10. REPAIRS, MAINTENANCE Lessee agrees at all times from and after delivery of the Premises, at its own cost and expense, to repair, maintain in good and tenantable condition and replace, as necessary, the Premises and every part thereof, including the following: the air conditioning system; all meters, pipes, conduits, equipment, components and facilities that supply the Premises with utilities; all fixtures and other equipment installed in the Premises; all exterior and interior glass installed in the Premises; all signs, locks and closing devices; 5

all window sashes, casements and frames; doors and door frames; floor coverings; and all such items of repair, maintenance, alteration, improvement or reconstruction as may be required for compliance with all laws, regulations, codes, ordinances and other governmental regulations. All replacements made by Lessee in accordance with this Section shall be of like size, kind and quality to the items replaced as they existed when Lessee originally took possession. Lessee agrees to permit Lessor to enter the Premises at all times during usual business hours to inspect the sam e or to perform any work therein as permitted by the terms and conditions of this Lease. Lessor shall repair, maintain in good and tenantable condition and replace, as necessary, the roof, exterior walls, and structural parts of the Premises. Lessor shall not be required to make repairs necessitated by reason of the negligence of Lessee or anyone claiming under Lessee, by reason of the failure of Lessee to perform or observe any terms or conditions of this Lease, or by reason of Improvements made by Lessee or anyone claiming under Lessee. As used in this Section, "exterior walls" shall exclude storefronts, plate glass, window cases or window frames, doors or door frames. If Lessee refuses to repair, replace or maintain the Premises, or any part thereof, in a manner reasonably satisfactory to Lessor, Lessor shall have the right, upon giving Lessee reasonable written notice of its election to do so, to make such 6

repairs or perform such maintenance on behalf of and for the account of Lessee. In such event, Lessee shall pay the cost of such work as additional rent promptly upon receipt of an invoice therefor. 11. INDEMNITY Lessor shall not be liable for, and Lessee shall defend (with counsel satisfactory to Lessor), indemnify and protect Lessor from, any claim, demand, liability, judgment, award, fine, mechanics' lien or other lien, loss, damage, expense, charge or cost of any kind or character (including actual attorney fees and court costs) arising directly or indirectly from (a) any labor dispute involving Lessee or its contractors and agents, or (b) the construction, repair, alteration, improvement, use (including all claims arising from Lessee's sale of alcoholic beverages, if any), occupancy or enjoyment of the Premises (hereinafter referred to as "Claims"), including without limitation, Claims caused by the concurrent negligent act or omission, whether active or passive, of Lessor or its agents; provided, however, Lessee shall have no obligation to defend, indemnify or protect Lessor from Claims caused by the sole and grossly negligent, willful or criminal acts of the Lessor and/or its agents. Lessee's duty to indemnify Lessor under this Section shall not extend to damages awarded to a third party to the extent that such damages were awarded as a result of Lessor's gross negligence, provided the issue of negligence has been fully 7

adjudicated, and in such event, Lessor will reimburse Lessee for its prorata share of costs of defense. 12. INSURANCE Lessee agrees that from and after the Effective Date, and prior to any use or occupancy of the Premises, Lessee shall obtain and maintain, at its sole cost and expense, the following types of insurance, in the amounts specified and in the form hereinafter provided for: (a) Comprehensive general liability insurance for bodily injury and property damage with broad form contractual liability coverage and with coverage limits of not less than One Million Dollars ($1,000,000) combined single limit, per occurrence and in the aggregate insuring against any and all liability of the insured with respect to said Premises or arising out of the maintenance, use or occupancy thereof, and shall specifically include liquor liability insurance covering consumption of alcoholic beverages by customers of Lessee, if the sale of alcoholic beverages is permitted under this Lease. (b) Lessee shall also carry insurance covering Lessee's merchandise, fixtures and Improvements in the amount not less than ninety percent (90%) of their full replacement cost providing protection against any peril included within the classification "All Risks," including, without limitation, coverage for fire and flood damage and theft. All policies of insurance provided for herein shall be with insurance companies licensed to do business in the State of 8

Florida and Seminole County and approved by the Landlord, such approval not to be unreasonably withheld. All such policies shall contain cross-liability endorsements and shall name Lessor as an additional insured. Executed copies of such policies of insurance or certificates thereof shall be delivered to Lessor within ten (10) days after the Effective Date, and thereafter executed copies of renewal policies or certificates thereof shall be delivered to Lessor within thirty (30) days prior to the expiration of the term of each such policy. Lessee's obligations to carry the insurance provided for above may be satisfied by inclusion of the Premises within the coverage of a so-called blanket policy or policies of insurance carried and maintained by Lessee; provided, Lessor shall be named as an additional insured thereunder and that the coverage afforded Lessor will not be reduced or diminished by reason of the use of such blanket policies of insurance, and provided further that the requirements set forth herein are otherwise satisfied. Lessee agrees to permit Lessor at all reasonable times to inspect any policies of insurance of Lessee which Lessee has not delivered to Lessor. 13. IMPROVEMENTS At Lessee's own expense, after giving Lessor notice in writing of its intentions to do so, andwithout limiting Lessee's right to remove and/or replace personal property, Lessee 9

may, from time to time, make such permanent and nonstructural alterations, replacements, additions, changes and/or improvements (collectively referred to in this Lease as "Improvement") to the Premises as Lessee may find necessary or convenient for its purposes, provided that the value of the Premises is not thereby diminished; provided, however, no Improvements costing in excess of Thirty Thousand Dollars ($30,000.00) may be made without obtaining the prior written approval of Lessor. In no event shall any Improvements be made to any mechanical system, the exterior walls, floor or roof of the Premises without the prior written approval of Lessor. In no event shall Lessee make or cause to be made any penetration into or through the roof or floor of the Premises without obtaining the prior written approval of Lessor. Lessee shall be liable for and shall indemnify and defend Lessor from any claim, demand, lien, loss, damage or expense, including reasonable attorney fees and costs, arising from any Improvements permitted under this Section. 14. CONSTRUCTION REQUIREMENTS Improvements to be made to the Premises which require the approval of Lessor shall be made under the supervision of a competent architect or licensed structural engineer and made in accordance with the plans and specifications submitted to Lessor for its approval prior to commencement of the work, in accordance with such procedures as Lessor shall reasonably specify. Lessor's approval of Lessee's plans for any Improvements shall in no event create any responsibility or 10

liability on the part of Lessor for their completeness, design sufficiency, or compliance with any and all laws, regulations, codes, ordinances and other governmental regulations. All work with respect to any Improvements must be done in a good and workmanlike manner and diligently prosecuted to completion. Lessee covenants to keep the Premises free and clear of all mechanics liens and other liens on account of work done for Lessee or persons claiming under Lessee. 15. CASUALTY DAMAGE In the event the Premises are wholly or partially damaged by fire, flood or other casualty, Lessee shall immediately inform Lessor. If the Premises are destroyed so that in the Lessor a reasonable opinion, the cost of the repairs would exceed 25% of the replacement value of the Premises, Lessor shall each have the right to terminate this Lease by giving sixty (60) days prior written notice to the other. In the event this Lease is cancelled because of such casualty, any insurance proceeds shall be turned over to Lessor. In the event Lessee and Lessor agree to repair such damage, and during the course of such repair Lessee cannot continue to operate or conduct its business, the Annual Rent shall be abated until such time as the Premises is again open for business; provided, that such abatement shall not exceed ninety (90) days. Should Lessee remain open for business during the course of such repair, there shall be no abatement of any rents. 16. HAZARDOUS MATERIALS Lessee shall not use, generate, manufacture, produce, store, treat, dispose or permit the escape on, under, about or from the Premises, or any part thereof, any asbestos or any flammable, explosive, radioactive, hazardous, toxic, contaminating, polluting matter, waste, or substance or related injurious materials, whether injurious by themselves or in combination with other materials (collectively "Hazardous Materials"). Further, Lessee shall not use, generate, manufacture, produce, store, treat, dispose or permit the escape on, under, about or from the Premises any material substance, or chemical which is regulated by any federal, state or local law, rule ordinance or regulation (collectively "Regulated Materials"). Any exceptions to the foregoing shall require Lessor"s express written approval. Lessee shall defend, indemnify, protect and hold Lessor, together with its successors, assigns and heirs, 11

harmless from and against any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorney's fees), or death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly, by any breach of this Section. 17. LEGAL NOTICES All notices required under this Lease shall be given or exercised in writing and shall be deemed to be properly served when delivered by certified mail with return receipt requested, or by private courier service, to the addresses for the Lessor and Lessee, respectively, set forth below: Piccadilly Cafeterias, Inc. P. 0. Box 2467 Baton Rouge, LA 70821 Attention: General Counsel Piccadilly Cafeterias, Inc. P. 0. Box 2467 Baton Rouge, LA 70821 Attention: Director of Real Estate Roadhouse Grill, Inc. 4801 S. University Drive, Suite 304 Davie, Florida 33328 Attention: David Tulle, Jr., President 18. FORCE MAJEURE. If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, riots, civil commotion, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws or regulations or other cause without fault beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period 12

of the delay and the period for performance of any such act shall be extended for a period equivalent to the period of such delay, provided notice is given within ten (10) days of such delay. 19. BROKERAGE COMMISSIONS. The parties hereby agree that Lessor shall be responsible for any and all brokerage commissions in connection with this Lease. 20. SUBORDINATION AND NON-DISTURBANCE. Lessor reserves the right to subject and subordinate Lessor's interest in the Premises and this Lease at all times to the lien of any first mortgage or first deed of trust placed upon Lessor's interest in the Premises. In such event, Lessee shall execute and deliver such further instruments as may be reasonably requested by Lessor to evidence the subordination or to subject Lessor's interest in this Lease to the lien of any such mortgage or deed of trust. If this Lease is at any time subject or subordinate to any mortgage or deed of trust which now or hereafter affects the Premises, such mortgage or deed of trust (or a separate non-disturbance agreement delivered to Lessee contemporaneously with the execution of the mortgage or deed of trust, or in the case of a mortgage or deed of-trust existing, prior to the date of this Lease, delivered to Lessee within forty-five days after the date of this Lease) shall provide that Lessee shall not in any way be disturbed in its peaceable possession of the Premises, and that the validity and continuance of this Lease and every provision hereof shall be recognized and provided for in the event of foreclosure, or by 13

conveyance in lieu of foreclosure, so long as Lessee shall not be in default under the terms of this Lease beyond any applicable cure period. 21. CONFIRMATION OF LEASE Each of the parties agrees, upon request of the other, to execute a statement to the effect that this Lease remains in full force and effect in accordance with its terms and, if such be the case, that the other party is not in default hereunder, in order that such statement may be relied upon by any then present or prospective purchaser, lender, auditor, mortgagee, landlord or other interested party. 22. DEFAULTS BY LESSEE Lessee's failure to pay any amount of the Annual Rent or any additional rents when due or to fully and promptly perform any covenant or condition of this Lease after reasonable notice from Lessor of such obligation to cure shall constitute a default by Lessee and a breach of this Lease In the event of a default by Lessee which remains uncured for thirty (30) days, Lessor at Lessor's option may (i) terminate Lessee's right to possession of the Premises, with or without terminating this Lease, and reenter and take possession of the Premises and of all fixtures and personal property therein to collect any unpaid rentals and other charges, which have become payable, or which may, thereafter become payable, or 2) terminate the Lease and recover from Lessee as damages the amount of unpaid rental (including all Annual Rent and additional rent) for the balance of the term of the Lease that would have been earned had Lessee not 14

defaulted and such sum shall be due and payable within thirty (30) days following termination. Lessee hereby grants Lessor a security interest in Lessee's fixtures and personal property located on the Premises to secure Lessee's performance of any and all of Lessee's obligations under this Lease. To perfect said security interest, Lessee agrees to execute and deliver to Lessor such financing statements required by the applicable uniform Commercial Code as Lessor may request. 23. DEFAULTS BY LESSOR If Lessor shall neglect or fail to perform or observe any of the terms and conditions of this Lease, Lessee shall provide Lessor with written notice of such failure. Upon receipt of such notice, Lessor shall have thirty (30) days to remedy such failure. If Lessor does not remedy such failure or proceed diligently to do so within thirty (30) days after receipt of notice, then Lessee shall have the right to cure such default and deduct reasonable costs therefor from the rental due. 24. EMINENT DOMAIN In the event the Premises or any part thereof shall be appropriated or taken under the power of eminent domain by any public or quasi-public authority, this Lease shall terminate and expire as of the date of such taking, and Lessor and Lessee shall each thereupon be released from any further liability accruing under this Lease. 15

25. ATTORNEY FEES If at any time after the Effective Date, either Lessor or Lessee institutes any action or proceeding against the other, the nonprevailing party in such action or proceeding shall reimburse the, prevailing party for the reasonable expenses of attorney fees, and all costs and disbursements incurred therein by the prevailing party, including, without limitation, any such fees, costs or disbursements incurred on any appeal from such action or proceeding. Subject to the provisions of local law, the prevailing party shall recover all such fees, costs or disbursements as costs taxable by the court or arbiter in the action or proceeding itself without the necessity for a crossaction by the prevailing party. 26. APPLICABLE LAW This lease is executed pursuant to and shall be construed in accordance with the laws of the state of Florida. 27. CONSTRUCTION OF LEASE INSTRUMENT The invalidity or unenforceability of any provision of this Lease shall not affect or impair any other provision. The submission of this document for examination does not constitute an offer to Lease, or a reservation of or option for the Premises and becomes effective only upon execution and delivery thereof by Lessor and Lessee. All negotiations, considerations, representations and understandings between the parties are incorporated herein, and may be modified or altered only by an agreement in writing between the parties. The headings or captions of the several articles 16

contained herein are for convenience only and do not define, limit or construe the contents of such articles. All handwritten changes, deletions or additions to this agreement which have been initialed by the parties shall have precedence over the printed text. 17

This Lease is executed by Lessor at Baton Rouge, Louisiana, on this 3rd day of May, 1994.
WITNESSES AS TO LESSOR /S/ MOLLY MCGRAW - --------------------------PICCADILLY CAFETERIAS, INC. By: /S/ JAMES W. BENNETT --------------------------James W. Bennett, Chairman and C.E.O.

/S/ ILLEGIBLE - ---------------------------

This Lease is executed by Lessee at DAVIE, FLORIDA on this 26TH day of April, 1994.
WITNESSES AS TO LESSEE /S/ KIMBERLY REIHING - --------------------------/S/ ILLEGIBLE - --------------------------Exhibits: Exhibit "A" - Leased Premises Exhibit "B" - Equipment and Fixtures ROADHOUSE GRILL, INC. By: /S/ JOHN D. TOOLE, JR. ---------------------------

18

STATE OF LOUISIANA PARISH OF EAST BATON ROUGE BEFORE ME, the undersigned authority, duly commissioned, qualified and sworn within and for the State and Parish aforesaid, on this day personally appeared JAMES W. BENNETT appearing herein as Chairman and C.E.O. of Piccadilly Cafeterias, Inc., personally known to me to be the identical person whose name is subscribed to the foregoing lease as the said officer of the said corporation, and he acknowledged to me that he executed the foregoing lease on behalf of Piccadilly Cafeterias, Inc. as lessor for the purposes and consideration therein expressed, as the free act and deed of Piccadilly Cafeterias, Inc., and pursuant to authority of the Board of Directors of Piccadilly Cafeterias, Inc. GIVEN under my hand and seal this 4TH day of MAY, 1994.
/S/ SHARON M. TAYLOR ------------------------------Sharon M. Taylor, Notary Public

My Commission Expires At My Death; Lifetime Commission (Notary's Seal) 19

STATE OF FLORIDA COUNTY OF BROWARD BEFORE ME, the undersigned authority, duly commissioned, qualified and sworn within and for the State and County aforesaid, on this day personally appeared JOHN D. TOOLE JR., appearing herein in his capacity as VICE PRESIDENT of ROADHOUSE GRILL, INC., personally known to me to be the identical person whose name is subscribed to the foregoing lease as the said officer of the said corporation, and he acknowledged to me that he executed the foregoing lease on behalf of ROADHOUSE GRILL, INC. as lessee for the purposes and consideration therein expressed, as the free act and deed of said corporation and pursuant to authority of the Board of Directors of said corporation. GIVEN under my hand and seal this 26TH of APRIL, 1994.
/S/ KERRY M. MOSSOR -------------------------------Kerry M. Mossor, Notary Public My Commission Expires: Aug 2, 1997 - --------------[stamped notary seal]

(Notary's Seal) [stamped notary seal]

20

EXHIBIT A [MAP DEPICTING THE LEASED PREMISES]

EXHIBIT B EQUIPMENT AND FIXTURES The following equipment and fixtures located in the Premises shall be left for the use of the Lessee: [TO COME)

EXHIBIT 10.9 GROUND LEASE BRUNO, INC. an Alabama corporation ("Landlord") AND ROAD HOUSE GRILL INC. d/b/a ROAD HOUSE GRILL ("Tenant") May 25, 1995

TABLE OF CONTENTS ARTICLE 1. FUNDAMENTAL LEASE PROVISIONS, DEFINITIONS, AND CONDITIONS......... 2 1.1 Exhibits................................................... 2 1.2 Fundamental Provisions..................................... 2 1.3 Definitions.................................................4 ARTICLE 2. CONSTRUCTION OF IMPROVEMENTS BY TENANT............................7 2.1 Inspection/Condition of Premises............................7 2.2 Permitting..................................................8 2.3 Design and Construction.....................................8 2.4 Insurance...................................................8 2.5 Tenant's Work...............................................9 2.6 Inspection.................................................10 2.7 Indemnity..................................................10 2.8 Mechanics and Materialman's Liens..........................11 2.9 Completion of Tenant's Work................................11 2.10 Tenant Equipment...........................................11 2.11 Ownership..................................................12 ARTICLE 3. GRANT 3.1 3.2 3.3 OF LEASE...................................................12 Grant......................................................12 Covenant of Title; Quiet Enjoyment.........................12 Short Form Lease...........................................12

ARTICLE 4. TERM.............................................................12 4.1 Term of Lease..............................................12 4.2 Extension Options..........................................13 4.3 Term Commencement Agreement................................13 4.4 Procedure of Termination...................................13 4.5 Holding Over...............................................13 ARTICLE 5. USE AND OPERATION................................................14 5.1 Use........................................................14 5.2 Operating Covenant.........................................14 5.3 Operations.................................................14 5.4 Restrictions on Tenant's Activities........................14 ARTICLE 6. RENT.............................................................15 6.1 Minimum Rent Prior to Primary Term.........................15 6.2 Minimum Rent Thereafter....................................15 6.3 Monthly Payments...........................................15 6.4 Late Fee...................................................15 6.5 Net Nature of Rent.........................................15

ARTICLE 7. TAXES............................................................15
7.1 7.2 7.3 Definition of Taxes........................................15 Separate Assessment........................................16 Payment by Tenant..........................................17

ARTICLE 8. COMMON AREAS.....................................................17 8.1 Landlord Control...........................................17 8.2 Grant of Right to Use Common Area..........................18 8.3 Maintenance and Operation of Common Area...................18 8.4 Reimbursement for Pro Rata Share of CAM....................18

ARTICLE 9. INDEMNIFICATION..................................................18 9.1 By Tenant..................................................18 9.2 By Landlord................................................19 ARTICLE 10. INSURANCE........................................................19
10.1 10.2 10.3 Liability Insurance of Tenant..............................19 Property Insurance of Tenant...............................20 General Clauses Concerning Insurance.......................20

ARTICLE 11. UTILITIES AND SERVICE............................................21 11.1 Payment for Utility Service................................21 11.2 No Obligations of Landlord.................................21 11.3 Covenants of Tenant with Respect to Sanitary Sewer.........21 ARTICLE 12. MAINTENANCE OF LEASEHOLD IMPROVEMENTS............................22 12.1 Repairs and Maintenance....................................22 12.2 Compliance.................................................22 12.3 Surrender..................................................22 12.4 Alterations, Change of Grade...............................22 12.5 Tenant Equipment...........................................23 12.6 Mechanic's Liens...........................................23 12.7 Signs......................................................23 ARTICLE 13. DESTRUCTION......................................................23 13.1 No Abatement...............................................23 13.2 No Termination.............................................24 13.3 Obligation to Repair.......................................24 13.4 Waiver of Subrogation......................................24

ARTICLE 14. CONDEMNATION.....................................................25 14.1 Total or Substantial Partial Taking of Leased Premises.....25 -2-

14.2 Taking for Temporary Use...................................25 14.3 Disposition of Awards......................................25 ARTICLE 15. RESTRICTIONS.....................................................26 15.1 Restrictions...............................................26 ARTICLE 16. DEFAULT..........................................................26
16.1 16.2 16.3 16.4 16.5 16.6 Event of Default...........................................26 Remedies of Landlord.......................................27 Landlord's Right to Perform for Account of Tenant..........28 Additional Remedies, Waivers, Etc..........................28 Attorney's Fees and Disbursements..........................28 Bankruptcy.................................................28

ARTICLE 17. TRANSFERS........................................................29 17.1 Assignment and Subletting by Tenant........................29 17.2 Assignment by Landlord.....................................29 17.3 Estoppel Certificate.......................................30

ARTICLE 18. OPTION TO PURCHASE...............................................30 18.1 Option to Purchase.........................................30 ARTICLE 19. MISCELLANEOUS PROVISIONS.........................................31
19.1 19.2 19.3 19.4 19.5 19.6 19.7 19.8 19.9 19.10 19.11 19.12 19.13 19.14 19.15 19.16 19.17 Non-Waiver.................................................31 Modifications..............................................31 Entire Agreement...........................................31 Brokerage..................................................31 Captions...................................................31 Binding Effect.............................................31 Counterparts...............................................32 Time of Essence............................................32 Exculpation................................................32 Severance..................................................32 Successors and Assigns.....................................32 Time of Essence............................................32 Warranties as to Standing and Authority....................32 Independent Contractual Relationship.......................33 Applicable Law.............................................33 Interpretation.............................................33 Construction...............................................33

-3-

GROUND LEASE This is a Ground Lease ("Lease") dated May 25, 1995 by and between: BRUNO'S, INC., an Alabama corporation 800 Lakeshore Parkway Birmingham, Alabama 35411 ("Landlord") and ROAD HOUSE GRILL, INC. d/b/a Road House Grill 4801 South University Drive, Suite 304 Davie, Florida 33328 ("Tenant"). The parties agree to the following: PREAMBLE WHEREAS: A. Landlord owns that certain real property (the "Development Site") located in Fulton County, Georgia, and more particularly described in Exhibit A attached hereto. B. Tenant is in the restaurant business and desires to lease a portion of the Development Site for the construction and development of a Road House Grill restaurant. C. Landlord desires to lease such portion of the Development Site together with the improvements thereon to Tenant, upon all the terms and provisions set forth below. NOW, THEREFORE, in consideration of the covenants, conditions and agreements as hereinafter set forth, it is agreed as follows:

ARTICLE 1. FUNDAMENTAL LEASE PROVISIONS, DEFINITIONS, AND CONDITIONS 1.1 EXHIBITS. The following described exhibits are attached to and incorporated into this Lease: EXHIBIT A Legal Description of Development Site EXHIBIT B Site Plan of Development Site EXHIBIT C Legal Description of Leased Premises EXHIBIT D Site Plan of Leased Premises after Construction of Restaurant EXHIBIT E Encumbrances on Development Site EXHIBIT F Declaration of Covenants and Easements 1.2 FUNDAMENTAL PROVISIONS 1.2.1 DEVELOPMENT SITE. The Development Site is comprised of a 17-acre tract which is legally described in Exhibit A attached to and incorporated as a part of this Lease, and is graphically depicted in Exhibit B. 1.2.2 LEASED PREMISES. The "Leased Premises" means a parcel of land situated on and constituting a part of the Development Site, as described in Exhibit C, containing approximately 42,400 square feet. 1.2.3 LEASEHOLD IMPROVEMENTS. Tenant intends to construct a Road House Grill restaurant containing approximately 7500 square feet (the "Restaurant") on the Leased Premises and shall install in the Restaurant all equipment, furniture and furnishings necessary for the operation of the Restaurant, all in accordance with Article 2 of this Lease. All improvements to the Restaurant including any personal property (other than "Tenant Equipment" as defined in Article 1.2.4 hereof) affixed to or used in connection with the operation, maintenance, protection, and safety of the Restaurant, shall be collectively referred to as 'Leasehold Improvements. Heating, ventilating, air conditioning, plumbing, electrical, sprinkler, detection, and illumination equipment are all a part of the Leasehold Improvements and are not "Tenant Equipment." The Leasehold Improvements shall include all alterations and replacements. 1.2.4 TENANT EQUIPMENT. "Tenant Equipment" is not a part of the Leasehold Improvements. "Tenant Equipment" means all trade fixtures, machinery, equipment (including but not limited to refrigeration equipment, coolers and freezers unless such coolers and freezers are permanently affixed to the Leasehold Improvements), furniture and furnishings (whether affixed or not to the Restaurant) installed and maintained by Tenant for use in connection with the conduct of its business. -2-

1.2.5 EFFECTIVE DATE. The date on which all parties shall have executed this Lease. 1.2.6 PRE-CONSTRUCTION PERIOD. The Pre-Construction Period of this Lease commences on the Effective Date and expires sixty (60) days thereafter. 1.2.7 CONSTRUCTION PERIOD. The Construction Period of this Lease commences on the day following the end of the Pre-Construction Period and expires on the last day of the seventh month thereafter, or upon Tenant's opening for business, should that event sooner occur. 1.2.8 PRIMARY TERM. The Primary Term of this Lease commences on the day following the Construction Period and expires ten (10) years thereafter unless the first day of the Primary Term should fall on a day other than the first day of the month in which case the Primary Term shall expire on the last day of the tenth Lease Year (as defined below) of the Primary Term. 1.2.9 EXTENDED TERMS. Tenant shall be entitled to two (2) options to extend the term of this Lease for extension terms of five (5) years each, as more fully defined in Article 4.2. 1.2.10 RENT. (a) RENT DEFINED. "Rent" means "Minimum Rent," "Percentage Rent," and "Contributions Rent." (b) NO MINIMUM RENT DURING PRE-CONSTRUCTION PERIOD. During the Pre-Construction Period, Tenant shall not pay any Minimum Rent. (c) MINIMUM RENT DURING CONSTRUCTION PERIOD. During the Construction Period, the monthly rate of "Minimum Rent" shall be $5,000.00. However, if Tenant shall complete construction of the Leasehold Improvements and open for business prior to the expiration of the Construction Period, then the Primary Term shall commence at such time and the monthly rate of the "Minimum Rent" shall immediately increase to $11,000.00. (d) MINIMUM RENT DURING PRIMARY TERM. During the Primary Term, the monthly rate of "Minimum Rent" shall be $11,000.00 (being at the annual rate of $132,000.00). (e) ANNUAL RATE OF MINIMUM RENT DURING EXTENDED TERM. During each of the Extended Terms, the annual rate of "Minimum Rent," payable monthly, shall be increased by ten percent (10%) over the preceding Primary Term or Extended Term, as the case may be. -3-

(f) LEASE YEAR. The first "Lease Year" shall begin on the first day of the next month following the "Construction Period" (unless the Construction Period shall end on the first day of the month) and shall end on the last day of the twelfth month thereafter. Each subsequent Lease Year shall begin on the day after the previous Lease Year expires and, except for the last Lease Year, shall end on the first anniversary of the day before it begins. The last Lease Year shall end on the Expiration Date. 1.2.11 CONTRIBUTIONS RENT. All charges and payment which are to be paid by Tenant, all of which shall be payable as additional rent for purposes of Article 16 (but which shall not be considered additional rent for purposes of any lease tax which may be payable hereunder), including without limitation the following: (a) REAL ESTATE TAXES, Tenant shall be responsible to pay all "Taxes" with respect to the Leased Premises as more particularly provided in Article 7. (b) COMMON AREA MAINTENANCE ("CAM"). Tenant shall pay Tenant's Proportionate Share of CAM charges as more particularly described in Article 8. (c) INSURANCE. Tenant shall carry its own insurance on the Leasehold Improvements, including fire and extended coverage and public liability insurance, as more particularly described in Article 10. (d) NET LEASE. The Rent payable to Landlord shall be absolutely net to Landlord, as more particularly provided in Article 6.5. 1.3 DEFINITIONS. In addition to definitions set forth elsewhere in this Lease, the following terms shall have the meanings hereinafter set forth in this Article 1.3: 1.3.1 COMMON AREAS. Collectively, those portions of the Development Site developed and/or permitted to be developed for the general use, convenience and benefit of all or substantially all tenants of the Development Site and their respective Permittees. Common Areas shall include, without limitation, all parking areas, roadways, driveways, sidewalks, curbs, exterior landscaped areas, truck roadways and truck standing areas and service courts (except those parking areas roadways, areas, courts reserved for the exclusive use of any one tenant, if any, but not otherwise), and walkways. Parking decks, if and when constructed, shall be part of the Common Areas. 1.3.2 CONSENT. Unless otherwise noted, Consent and Approval as used in this Lease must be written, must be obtained before the action shall be taken for -4-

which Consent or Approval is required, and may not be unreasonably withheld. In the case of both Consent and Approval as used in this Lease, the use of the term "unreasonably withheld" will mean "unreasonably withheld, delayed, or conditioned." If a request for Consent or Approval contains a conspicuous statement that "failure to grant or deny Consent or Approval of this request within thirty (30) days after such request shall be deemed to constitute the granting of such Consent or Approval," and the party from whom Consent or Approval is requested fails to return a written grant or denial within such time then Consent or Approval shall be deemed to have occurred. Notwithstanding anything to the contrary contained in this Article 1.3.2. if, in this Lease, Landlord or Tenant has a Consent or Approval right which may be exercised "in its discretion," the phrase "in its discretion" shall mean that Landlord or Tenant may, exercise such right freely, for any reason and without any constraint whatsoever. 1.3.3 FORCE MAJEURE. The delay or prevention of the performance of any act required by this Lease, by act of God, fire and other casualties, earthquake, flood, explosion, action of the elements, invasion, mob violence, vandalism, sabotage; inability to procure or general shortage of necessary labor, equipment, facilities, materials or supplies in the open market; failure of transportation; action of labor unions; a taking; requisition, laws, Governmental Regulations; strikes, lockouts, riots, insurrections, default of the other party, war, or other reason not within the reasonable control of the party delayed or prevented thereby including reasonable delays for adjustments of insurance shall be Force Majeure, except that lack of money or inability to obtain financing will not constitute Force Majeure, nor will Force Majeure ever apply to Tenant's obligation to pay money. Force Majeure shall apply to all obligations, dates and times contained in this Lease unless affirmatively stated that Force Majeure shall not apply. In the event of Force Majeure, the party whose performance is affected thereby will notify the other party as soon as possible. The Notice will describe the event of Force Majeure and will estimate the effect of such event on the schedule of performance of such act. On Notice given within fifteen (15) business days of the occurrence of a Force Majeure Event, performance of such act will be excused for the period of the delay, and the period of the performance of any such act will be extended for a period,equivalent to the period of such delay. If Notice is given after the said fifteen (15) business day period, the period of the excused delay will begin with the giving of such Notice. 1.3.4 GOVERNMENTAL AUTHORITY. Any Governmental Authority, agency, department, district, commission, board or instrumentality of the United States, the State of Georgia, the City of Sandy Springs, Fulton County, or any political subdivision thereof having jurisdiction over the Development Site, the Tenant or the Landlord. -5-

1.3.5 GOVERNMENTAL REGULATIONS. Any and all laws, rules, ordinances or regulations promulgated by any Governmental Authority applicable to the Development Site. 1.3.6 HAZARDOUS SUBSTANCE. Any hazardous or toxic substance which is regulated by any Governmental Authority, the State of Georgia, or the United States Government; including, without limitation (except as excluded below), asbestos; nuclear or radioactive material or waste; chemical liquids or solids; liquid or gaseous products; oil; petroleum; pesticides; or any substance which is (a) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), (b) defined as "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act (42 U.S.C. Sections 6901, 6903 ET SEQ.) (c) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601(14) ET SEQ.), or (d) is covered under the Asbestos Hazard Emergency Response Act, by the Superfund Amendments and Reauthorization Act, by the Clean Air Act, by 42 U.S.C. Section 6991, or by any other similar federal, state, or local law or regulation. 1.3.7 INDEMNIFY. The terms "Indemnify" and "Indemnity" as used in this Lease will refer to an indemnity of the designated party, together with its respective officers, directors, partners, contractors, agents and employees, from and against any and all actions, causes of action suits, losses, costs, liabilities, damages, and expenses, including personal injury, death, and property damage, and including reasonable attorneys' and other professionals, fees, incurred by such party or parties as a result of or arising out of the designated breach, peril, condition, or occurrence. The Indemnitee shall give prompt Notice to the indemnitor of the assertion of claim or liability received by the indemnitee, and shall cooperate with the indemnitor in any defence of the claim or liability giving rise to the Indemnity, including the filing of counterclaims or cross-claims if appropriate. The indemnitor will consult with the indemnitee with reference to such claim or liability, but the indemnitor will have complete control over the defense of such claim or liability (subject to any conflict of interest issues), including any decision to retain counsel, expert witnesses, or other professionals, and including settlement of such claim or liability for the payment of money alone and without admission of any liability. If any of the foregoing is unacceptable to indemnitee, indemnitee may on Notice to indemnitor waive the Indemnity provided herein and undertake its own defense of the claim at no cost to indemnitor. 1.3.8 INTEREST. Simple interest, calculated on a per annum basis, on any balance due from time to time, from the due date through the date of payment in full, at 3.00 percentage points more than the announced annual prime interest rate in effect from time to time at AmSouth Bank of Alabama or its successor, but in no event to exceed the maximum legal rate. -6-

1.3.9 MAINTAIN. The terms "Maintain" or "Maintenance" as used in this Lease will refer to maintenance in the broad sense of the word, including keeping clean as appropriate, and in good working order and repair, and including replacement and restoration when appropriate, all in full compliance with applicable law and insurance requirements and in a manner appropriate for a first class restaurant. With respect to signs and lighting fixtures, Maintenance will include replacement of bulbs and ballast as necessary. 1.3.10 NOTICE. The terms "Notice" or "Notify" as used in this Lease will refer to a Notice in writing. Notice will be deemed given on receipt, or on documented refusal of receipt, whether (a) mailed by United States certified mail (return receipt requested), postage prepaid; (b) sent by public or nationwide private courier service; (c) sent via facsimile transmission with return confirmation signed by the recipient; or (d) delivered by hand. The addresses of the parties for Notice will be as follows, or at the last changed address given (by Notice) by the party to be notified: LANDLORD: Two copies as follows: in separate envelopes delivered to:
Bruno's, Inc. 800 Lakeshore Parkway Birmingham, Alabama 35211 Attention: Real Estate Department With a copy to: Maurice L. Shevin, Esq. Sirote & Permutt, P.C. 2222 Arlington Avenue, South Birmingham, Alabama 35205 Road House Grill, Inc., d/b/a Road House Grill 4801 South University Drive, Suite 304 Davie, Florida 33328 Charlie D. Barnett 899 West Cypress Creek Rd. Suite 500 Fort Lauderdale, FL 33309

TENANT:

With a copy to:

1.3.11 OPEN FOR BUSINESS. Regularly and continuously operating a Restaurant for the use and benefit of the public beginning no later than nine (9) months from the Effective Date or the expiration of the Construction Period, whichever shall sooner occur (the "Opening Date") and at all times thereafter during the term of this Lease. -7-

1.3.12 OPERATING COVENANT. The covenant of Tenant to be Open for Business during the term of this Lease from and after the Opening Date. 1.3.13 PERMITTEES. Each party and its partners, officers, directors, employees, agents, contractors, customers, patrons, clients, visitors, licensees, concessionaires, vendors and invitees. 1.3.14 PROPORTIONATE SHARE. A fraction the numerator of which is the acreage in the Leased Premises and the denominator of which is the acreage in the Development Site. ARTICLE 2. CONSTRUCTION OF IMPROVEMENTS BY TENANT 2.1 INSPECTION/CONDITION OF PREMISES Except as expressly set forth in this Lease, Landlord makes no other representations, warranties or covenants whatever with respect to the physical condition of the Leased Premises, and leases the same to Tenant in its present condition, "as is," without any other or further representations, warranty or covenant. 2.2 PERMITTING The parties agree to cooperate in all actions reasonably necessary to (i) enable Tenant to obtain all required permits and licenses from Governmental Authorities for the construction of the Restaurant. Tenant shall be responsible for all costs, fees, charges or impositions, general and special, ordinary and extraordinary, including without limitation, inspection fees, utility connection and hook-up fees, building and other permit fees, impact fees, license fees and all costs required to obtain a Certificate of Occupancy, whether or not such fees shall have been within the contemplation of the parties hereto, which are at any time levied or assessed by a Governmental Authority upon or against the Leased Premises or are attributable thereto. In connection therewith, Tenant shall also bear the expense of any engineers or surveyors whose services are required for the issuance of any such permits and/or licenses. Tenant shall pursue the application for such permits in good faith and with due diligence. 2.3 DESIGN AND CONSTRUCTION Within thirty (30) days after the execution of this Lease, Tenant shall, at its own expense, submit to Landlord for its Approval plans and specifications for the construction of the Restaurant on the Leased Premises ("Tenant's Work"). Such plans shall be prepared by professional architects and engineers duly licensed in the State of Georgia and shall comply with all Governmental Regulations. The said -8-

plans and specifications ("Plans") shall not provide for any Hazardous Substance to be included within any of the construction materials. Such plans shall be approved or objections made thereto by Landlord within thirty (30) days after receipt of the same. Tenant shall take into account any objections or suggestions of Landlord. Following receipt by Tenant of any such objections, the Tenant's architects and engineers shall take such objections into account in revising the Plans, delivering a revised set of plans to Landlord no later than thirty (30) days after receipt of the Landlord's objections, and each party shall cooperate with the other in resolving any issues with respect to the proposed Plans. The final Plans and specifications approved by Landlord shall be referred to herein as the "Final Plans." The Approval of the Final Plans by Landlord shall not be deemed to be a warranty by Landlord that such Plans have been prepared in a professional manner or that construction in accordance with the Final Plans will be structurally or mechanically sound or in compliance with Governmental Regulations. 2.4 INSURANCE Prior to commencement of the Work and until completion thereof, Tenant shall cause its contractor, at the contractor's or Tenant's sole cost and expense, to procure, maintain and deliver to Landlord certificates for Builder's Risk Insurance insuring Landlord, Tenant and Tenant's contractor, as their respective interests may appear, against loss or damage by fire, vandalism and malicious mischief and such other risks as are customarily covered by a so-called "extended coverage endorsement" upon the Restaurant and the Leasehold Improvements, whether under construction or completed and in place, and all materials, equipment, supplies and temporary structures of all kinds incident to the construction of the Leasehold Improvements in an amount equal to the full insurable value thereof at all times. Tenant further agrees to require all contractors and subcontractors engaged in the performance of the Work to procure, maintain and deliver to Landlord and Tenant, prior to the commencement of the Work and until completion thereof, certificates evidencing the existence of the following insurance coverages: (a) Workers' Compensation with limits of liability as required by law and Employer's Liability Insurance with limits of not less than Five Hundred Thousand Dollars ($500,000.00) per occurrence in Contractor's name containing a waiver of subrogation in favor of Landlord executed by the insurance company; (b) Public Liability Insurance (including contractual liability) in Contractor's name with bodily injury limits of not less than Three Million Dollars ($3,000,000.00), which may be a combination of primary and umbrella coverage; (c) Automobile Liability Insurance in Contractor's name with bodily injury limits of not less than Three Million Dollars ($3,000,000.00) which may be a combination of primary and umbrella coverage; -9-

(d) Contractual Liability Insurance in Contractor's name specifically endorsed to cover the Indemnity agreement required of Contractor (set forth below). Limits of liability shall not be less than Three Million Dollars ($3,000,000.00), which may be a combination of primary and umbrella coverage; and The construction contract shall contain an Indemnity agreement whereby the Contractor shall Indemnify the Landlord against claims of third parties arising out of injuries or damages suffered by the acts or actions or omissions of the Contractor under such construction contract. The foregoing Indemnity shall cover, without limiting the foregoing language, all acts and omissions of, and all injury to, the officers, employees and agents of contractor and its subcontractors in connection with the Work required to be done under such construction contract. Tenant agrees to use reasonable efforts to cause each construction contract with the contractor and each insurance policy provided by contractor to contain a waiver of subrogation clause in favor of Landlord. 2.5 TENANT'S WORK When all necessary permits, approvals and licenses described in Article 2.2 for the Tenant's Work shall have been obtained by Tenant, and the Final Plans have been approved by the parties, Tenant shall promptly thereafter commence the Tenant's Work in accordance with the Final Plans at the sole cost of the Tenant and shall prosecute the construction diligently to completion in accordance with the Final Plans and all applicable Governmental Regulations. All terms and provisions of this Lease shall be applicable during the Construction Period. All improvements shown on the Site Plan attached as Exhibit D shall be constructed by Tenant at Tenant's sole cost and expense. In connection with such, Tenant's Work, the following covenants shall apply until construction shall have been completed: 2.5.1 Tenant shall secure the area within which the Tenant's Work shall be accomplished by appropriate fencing and shall contain all its activities and the activities of all its contractors to the Leased Premises. 2.5.2 Tenant shall take all reasonable steps to attempt to minimize dust, debris, mud or other unsightly material from being carried from the Leased Premises to the balance of the Development Site and Tenant shall attempt to minimize noise or offensive odors arising from its work. 2.5.3 Tenant shall use its reasonable, good faith efforts to minimize the extent to which its construction or other work or activities shall delay or interfere with the operations being conducted by Landlord or any other tenant within the balance of the Development Site. -10-

2.5.4 Tenant shall, provided its construction schedule is not delayed thereby, cooperate with Landlord from time to time for the coordination of Tenant's construction, with other activities taking place on the balance of the Development Site. 2.6 INSPECTION Landlord may from time to time during the term of the Tenant's Work inspect the same to determine whether or not the work is being satisfactorily performed in a good and workmanlike manner and in accordance with the Final Plans. In the event the Tenant's Work is not being constructed in a good and workmanlike manner or not in accordance with the Final Plans, then the Tenant shall, upon receipt of written notice from Landlord's architect, take all necessary and requisite steps in order to assure that the Tenant's Work shall be constructed in a good and workmanlike manner in accordance with the Final Plans and in compliance with any provisions as may be set forth in Landlord's notice. If Landlord exercises such right of inspection, Landlord shall Indemnify Tenant from and against any claims arising from the exercise of such rights and shall assume the risk of any injury which might occur in the course of such inspection unless caused by the negligent or willful act of Tenant, its agents, suppliers or contractors. Landlord's right to inspect and the exercise of that right shall be a protection solely for the Landlord, and Landlord disclaims any responsibility to Tenant or any other third party which might allegedly arise from such inspection rights. 2.7 INDEMNITY Tenant covenants and agrees to Indemnify Landlord against any and all claims arising out of the construction of the Tenant's Work, including, specifically the cost of any labor performed and materials furnished to the Leased Premises or the Common Areas by any person, firm or corporation. 2.8 MECHANICS AND MATERIALMAN'S LIENS The Consent by Landlord to any such alterations and the construction of the Tenant's Work shall not be so construed as to subject Landlord or the Leased Premises to any liability whatsoever for the payment of any labor performed or materials furnished in connection therewith, and in the event that any claim therefor is asserted against Landlord or the Leased Premises, Tenant agrees to forthwith pay the same, or cause such security to be deposited for the payment thereof as may be reasonably required by Landlord. In the event that any person, firm or corporation files a mechanic's lien or materialman's lien against the Leased Premises or the Tenant's leasehold interest therein, Tenant agrees to cause the same to be bonded or discharged of record within thirty (30) days after Notice from Landlord of the filing of such lien. Tenant shall have the right to diligently and -11-

in good faith contest any such mechanic's and materialman's liens. In the event any such lien is not discharged within said thirty (30) day period or should Tenant fail to diligently pursue the contest of such liens so as to discharge the same, Landlord may either: (i) terminate the Lease on the date specified in the Notice, in which event the term of said Lease shall thereupon expire on the date fixed in such Notice, as if the date specified therein was the date originally fixed in said Lease for the expiration thereof; or (ii) Landlord may declare the Lease to be in default and may exercise any rights provided under said Lease with respect to a default. Landlord may, in addition to any other right or remedy provided herein, or as may be provided in the Lease, pay the amount of such lien or discharge the same by bonding proceedings or pay any judgment recovered on such claim, and any amount paid or expense incurred by Landlord shall be deemed additional rent for the Leased Premises and shall be due and payable by Tenant upon demand by Landlord. 2.9 COMPLETION OF TENANT'S WORK Tenant shall complete its Work in substantial accordance with the Final Plans and shall obtain a certificate of occupancy from the applicable Governmental Authority and a lien waiver from the general contractor which shall also be executed by the Tenant. Copies of the lien waivers and certificate of occupancy shall be delivered to Landlord when obtained and prior to opening the Leasehold Improvements for business. Tenant shall remove all construction materials, equipment and debris from the Leased Premises prior to opening the Restaurant to the public. 2.10 TENANT EQUIPMENT Tenant shall install in the Restaurant at its sole cost and expense the Tenant Equipment, including such furniture, furnishings, trade fixtures, equipment and machinery, upon the completion of the Tenant's Work as to make the Leased Premises operationally functional as a Restaurant, and shall Open for Business not later than the Opening Date. 2.11 OWNERSHIP The Leasehold Improvements shall be the sole property of Tenant until the Expiration Date for purposes of depreciation on its tax returns. The Leasehold Improvements and any other leasehold improvements shall pass to and become the sole property of Landlord on the Expiration Date, in accordance with Article 4.4 hereof, unless this Lease has been extended in writing by Landlord and Tenant. -12-

ARTICLE 3. GRANT OF LEASE 3.1 GRANT Subject to the terms of this Lease, and in consideration of the mutual covenants contained in this Lease between Landlord and Tenant, Landlord hereby leases to Tenant the Leased Premises and Tenant hereby accepts such lease from Landlord together with a nonexclusive easement for Tenant and its Permittees to use the Common Areas without charge in common with Landlord and other tenants and their Permittees. 3.2 COVENANT OF TITLE; QUIET ENJOYMENT Landlord warrants that it has a good and marketable fee simple title to the Development Site (including the Leased Premises), free and clear of all encumbrances other than those described on Exhibit E. Landlord warrants that it has full and lawful authority to enter into this Lease and grant the easements contained herein. Landlord covenants that so long as no Tenant's Event of Default is continuing, Tenant may peaceably and quietly have, hold, and enjoy the Leased Premises and all the rights granted in Article 3.1 throughout the Lease Term without hindrance by Landlord or any other person claiming by, through or under Landlord, but subject to the provisions of Articles 13 and 14 hereof and further subject to any Government Regulations imposed by the City of Sandy Springs. 3.3 SHORT FORM LEASE The parties agree at the request of either party to execute and record a short form lease. Any costs or expenses associated with such recording shall be borne by Tenant. ARTICLE 4. TERM 4.1 TERM OF LEASE The Primary Term of this Lease shall be ten (10) years from the first day following the end of the Construction Period (unless the first day of the Primary Term should fall other than on the first day of a month, in which event the Primary Term of the lease shall expire ten (10) years from the first day of the first month following the end of the Construction Period. The "Expiration Date" is the last day of the month in which the tenth anniversary of the Primary Term occurs, except that if Tenant has an option to extend the term of this Lease and Tenant shall validly exercise the option as specified in Article 4.2 hereof, the last day of the term as so extended shall be the "Expiration Date." If this Lease shall be earlier terminated, the date on which the termination shall become effective shall be the "Expiration Date." -13-

4.2 EXTENSION OPTIONS Tenant shall have two (2) successive options to extend the term of this Lease, each for a separate additional period of five (5) years from the date such term would otherwise expire; provided, however, that at the time of the exercise of such option and at the time such extended term shall commence (i) Tenant shall be open for business and conducting a Restaurant operation thereon, and (ii) no Tenant's Event of Default shall have occurred and be continuing uncured. Each such extension will be subject to the same terms and conditions as those already in effect except for the rent. If Tenant elects to exercise any option, it will do so by timely notifying Landlord of such election at least six (6) months before the expiration of the then-current period, it being understood that time is of the essence in the exercise of each such option to extend. 4.3 TERM COMMENCEMENT AGREEMENT Within twelve (12) months after the Effective Date, the parties shall execute a Term Commencement Agreement which will set forth the Pre-Construction Period, Opening Date, Construction Period, Primary Term, the Lease Year and the Expiration Date. 4.4 PROCEDURE OF TERMINATION The Tenant will yield up and surrender the Leased Premises and all improvements, including all Leasehold Improvements, at the Expiration Date in a good and tenantable condition, reasonable wear and tear, damage by fire and other casualties, condemnation and appropriation by eminent domain excepted. Tenant may remove Tenant Equipment at its expense, if Tenant is not in default under the terms of this Lease when this Lease shall terminate, provided Tenant shall repair any damage caused by affixing, installing or removing such Tenant Equipment. The Leasehold Improvements shall become the sole property of Landlord on the Expiration Date, which shall be automatically effective as of the Expiration Date, without the need for any deed of conveyance, bill of sale or otherwise. 4.5 HOLDING OVER Should the Tenant continue to occupy the Leased Premises after the Expiration Date, such holdover shall not be construed as a renewal or extension of the Lease and the Tenant shall be liable for damage for any such wrongful holding over. Any such holdover, whether with or without consent of Landlord, shall constitute the Tenant as a tenant at sufferance only unless otherwise provided by written agreement between the parties, and at a daily rental rate the equivalent of 150% of such rate of the term just ended. -14-

ARTICLE 5. USE AND OPERATION 5.1 USE Tenant shall use the Leased Premises for the operation of a restaurant only. Tenant shall not use the Leased Premises for any other purpose. Tenant further acknowledges and agrees that Tenant shall be bound by the terms and covenants of the Declaration of Covenants and Easements both as to the Use and Operation of the Leased Premises in the event that Tenant shall exercise its option to purchase the Leased Premises; including without limitation, the use restrictions on the Leased Premises created by the Declaration of Covenants and Easements. 5.2 OPERATING COVENANT Tenant hereby covenants to Open for Business on the Opening Date and to remain Open for Business thereafter as a Road House Grill restaurant. Accordingly, Tenant further acknowledges that Landlord will not have an adequate remedy at law if Tenant fails to be Open for Business in violation of its Operating Covenant, and agrees that injunctive relief or other equitable relief would be appropriate in the event of such failure. 5.3 OPERATIONS Tenant shall obtain and pay for all licenses and permits which may be necessary in connection with the operation of its business in the Leased Premises. Tenant shall comply with all Governmental Regulations, including zoning ordinances, of any Governmental Authority and all restrictive covenants and documents of record that apply to the Leased Premises. 5.4 RESTRICTIONS ON TENANT'S ACTIVITIES 5.4.1 Tenant will not knowingly use or permit all or any part of the Leased Premises to be used for any purpose contrary to any Governmental Regulations of any Governmental Authority, or in violation of this Lease. 5.4.2 Tenant will not knowingly permit any of its agents or invitees to bring in or on the Leased Premises or the Development Site any material that is then defined as a Hazardous substance pursuant to Article 1.3.6, unless used in the course of and in Connection with Tenant's business, and then used in accordance with applicable Governmental Regulations, nor will Tenant install or permit the installation of any underground storage tanks during the term of the Lease, and Tenant agrees to Indemnify Landlord against any loss, damage, claims or injuries arising from a breach by Tenant, its representatives, agents or employees, -15-

affecting the Leased Premises and/or Development Site and/or adjacent areas. Such Indemnification shall survive the expiration or termination of this Lease. ARTICLE 6. RENT 6.1 MINIMUM RENT PRIOR TO PRIMARY TERM The monthly rate of Minimum Rent during the Construction Period shall be the amounts set forth in Article 1.2.9(c) hereof. 6.2 MINIMUM RENT THEREAFTER The annual rate of Minimum Rent, payable monthly, during the Primary Term and any Extended Term shall be the amounts set forth in Article 1.2.9(d) and (e) hereof. 6.3 MONTHLY PAYMENTS Each installment of Minimum Rent shall be due and payable monthly, in advance, on the first day of each month, without demand and without any reduction, abatement, counterclaim or setoff, at such address as may from time to time be designated by Landlord. If the Primary Term falls on a day other than the first day of the month, the, Minimum Rent and all Contribution Rent shall be prorated for the partial month. 6.4 LATE FEE If any monetary obligation due hereunder is not paid within ten (10) days after the due date, Tenant shall pay to Landlord a late fee equal to five percent (5%) of the delinquent payment. 6.5 NET NATURE OF RENT Landlord and Tenant intend that the payments provided the Landlord under this Lease shall provide a return to Landlord absolutely net of any and all costs and expenses relating to the Leased Premises. Accordingly, and without limiting the generality of the foregoing, Tenant shall be responsible for taxes and assessments, insurance charges, maintenance and repair expenses, and expenses of every kind, as hereinafter provided in this Lease, and in no event shall the Rent be abated for any reason. -16-

ARTICLE 7. TAXES 7.1 DEFINITION OF TAXES 7.1.1 The term "Taxes" shall mean and include all real estate taxes, assessments, water and sewer rents and other governmental levies and charges of every kind and nature whatsoever, general and special, extraordinary as well as ordinary, foreseen and unforeseen, and each and every installment thereof, which shall or may during the Lease term be levied, assessed, imposed, become due and payable, or liens upon or arising in connection with the use, occupancy and possession of, or become due and payable Out of, or for, the Leased Premises or Development Site or any part thereof, or any land, buildings or other improvements therein (as initially constructed, or as the same may at any time thereafter be enlarged or reduced), including interest on installment payments and all costs, expenses and fees (including attorney's fees) incurred by Landlord in contesting Taxes, assessments and/or negotiating with the any Governmental Authorities as to the same. Nothing herein contained shall be construed to include as "Taxes" any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord. 7.1.2 In addition, if at any time during the term of this Lease including the Commencement Date, any Governmental Regulation is effective or shall be enacted, imposed or modified by any Governmental Authority having jurisdiction over Landlord, Tenant, the Leased Premises or the use thereof, such that Landlord incurs an additional, anticipated or unanticipated tax, charge, assessment, excise, levy, cost or expense with reference to the use, condition or occupancy of the Leased Premises including, without limitation, any tax on the Rents generated by this Lease, Tenant shall pay to Landlord within fifteen (15) days of demand, an amount equal to such tax, charge, assessment, excise, levy, cost or expense, it being understood that the Rents under this Lease shall be net to Landlord. To the extent that Tenant shall pay directly to such taxing authority or to Landlord the amount of any rent tax payable to the State of Georgia, Landlord shall remit same to the taxing authority and shall Indemnify Tenant from and against any liability to the taxing authority with respect to the money so paid to Landlord. 7.2 SEPARATE ASSESSMENT Landlord shall endeavor to obtain a separate assessment of the Leased Premises and, if reasonable under the circumstances, shall file a subdivision plat for the purpose of obtaining separate assessments if such action is required in order to constitute the Leased Premises as a separate tax parcel. If the Leased Premises do not constitute a separate tax lot, but the tax assessor's office shall provide a letter or other documentation which sets forth the assessed valuation of the -17-

Leased Premises separately from the other land and improvements included within the tax lot of which the Leased Premises is a part, the same shall be deemed a separate assessment for purposes of this Lease. 7.3 PAYMENT BY TENANT 7.3.1 If a separate assessment cannot be obtained, Landlord shall determine the amount of Taxes allowable or attributable to the Leased Premises (including the Leasehold Improvements) by reference to the tax assessor's records or calculations, and shall provide Tenant with a calculation of: (i) Tenant's Taxes relating to the Leased Premises and (ii) Tenant's Proportionate Share of Taxes relating to the Common Areas of the Development Site. Landlord shall provide Tenant with supporting data from the taxing authority. 7.3.2 In addition to the foregoing, Tenant shall pay all taxes assessed on Tenant Equipment and all other personal property, of Tenant situated on the Leased Premises. 7.3.3 Taxes shall be equitably prorated during any partial Lease Year at the beginning and end of the Lease Term. 7.3.4 Landlord shall pay all Taxes directly to the taxing authority. Tenant shall pay to Landlord the amount of taxes due by Tenant as provided in this Article 7 within thirty (30) days following delivery of invoice by Landlord with supporting data. The amount of such Taxes shall be deemed correct unless disputed by Tenant within such thirty (30) day period, in which event, the parties shall meet together within fifteen (15) days thereafter and endeavor in good faith to agree on the correct amount of such Taxes. All information obtained from the local taxing authority shall be conclusively deemed to be correct. ARTICLE 8. COMMON AREAS 8.1 LANDLORD CONTROL The term "Common Areas" is defined in Article 1.3.1. The Common Areas shall be subject to the exclusive control and management of Landlord and to such rules and regulations as Landlord may from time to time adopt. Landlord hereby reserves the right at any time or from time to time to: (a) change the areas, locations and arrangement of parking areas and other Common Areas; -18-

(b) enter into, modify and terminate easements and other agreements pertaining to the maintenance and use of the parking areas and other Common Areas; (c) close any or all portions of the Common Areas to such extent and from such time as may, in the sole discretion of Landlord's counsel, be legally necessary to prevent a dedication thereof or the accrual of any rights to any person or to the public therein; (d) close temporarily, if necessary, any part of the Common Areas in order to discourage non-customer parking; (e) make changes, additions, deletions, alterations or improvements in and to such Common Areas; and (f) adopt reasonable rules and regulations by which Tenant shall abide relating to the use of the Common Areas. 3.2 GRANT OF RIGHT TO USE COMMON AREA Landlord hereby grants to Tenant and its Permittees, during the term of this Lease, the nonexclusive right to use, in common with all others so entitled, the Common Areas of the Development Site. 8.3 MAINTENANCE AND OPERATION OF COMMON AREAS Landlord shall maintain the Common Areas including paving, landscaping and lighting standards, in good condition and repair. 8.4 REIMBURSEMENT FOR PRO RATA SHARE OF CAM 8.4.1 In addition to the Rent payable by Tenant pursuant to Article 5 hereof, Tenant shall, throughout the term hereof, be responsible for its pro rata cost of the maintenance of the interior road network and ten percent (10%) of sweeping charges, such charges to be paid quarterly in arrears. Tenant's pro rata cost of maintaining the interior road network shall be based upon the Leased Premises' square footage as a percentage of the square footage of the two outparcels plus the Bruno's parcel. ARTICLE 9. INDEMNIFICATION 9.1 BY TENANT. Tenant hereby Indemnifies Landlord, its stockholders, employees and agents, in accordance with Article 1.3.7, from and against: (a) all -19-

claims resulting or alleged to have resulted from any breach, violation or nonperformance of any covenant on the part of Tenant contained in this Lease; and (b) all claims of injury or damage to person or property to the extent that any such damage or injury which (i) may be incident to, arise out of, or be caused either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Tenant or any of its officers, employees, agents or contractors, (ii) may be the result, proximate or remote, of the violation by Tenant or any of its officers, employees, agents or contractors, of any Governmental Regulation or any of the Rules and Regulations included in this Lease (as such Rules and Regulations may hereafter at any time or from time to time be amended or supplemented), or (iii) may in any other way arise from or out of the construction activities, occupancy or use by Tenant, or its officers, employees, agents or contractors of the Leased Premises. 9.2 BY LANDLORD Landlord hereby Indemnifies Tenant, its officers, employees and directors, in accordance with Section 1.3.7, from and against: (a) all claims resulting or alleged to have resulted from any breach, violation or non-performance of any covenant or obligation on the part of Landlord contained in this Lease, and (b) all claims of injury or damage to person or property to the extent that any such damage or injury which: (i) may be incident to, arise out of, or be caused either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Landlord or any of its officers, employees, agents or contractors, (ii) may be the result, proximate or remote, of the violation by Landlord or any of its officers, employees, agents or contractors, of any Governmental Regulation or any of the Rules and Regulations included in this Lease (as such Rules and Regulations may hereafter at any time or from tine to time be amended or supplemented), or (iii) may in any other way arise from or out of the construction activities, occupancy or use by Landlord, or any of its officers, employees, agents or contractors, of the Leased Premises.
ARTICLE 10. INSURANCE 10.1 LIABILITY INSURANCE OF TENANT 10.1.1 Tenant shall maintain a comprehensive general liability

insurance policy with respect to the Leased Premises and Restaurant. The obligation to maintain the policy shall begin on the date on which Tenant enters the Leased Premises for any reason. The obligation shall end on the later to occur of the Expiration Date or the date on which Tenant surrenders actual and exclusive possession of the Leased Premises, the Restaurant and all other Leasehold Improvements to Landlord. -20-

10.1.2 The policy shall name Landlord and any designee of Landlord as additional insureds. The policy shall insure Landlord, Tenant and any designee of Landlord against liability arising from any occurrences on or about the Leased Premises and the Restaurant. The policy shall include a contractual liability endorsement which shall insure Landlord against liability arising from any of the claims against which Tenant is required to indemnify Landlord pursuant to this Lease. 10.1.3 The coverage limits shall be at least Three Million Dollars ($3,000,000.00) with respect to any occurrence as to personal injury or wrongful death and Five Hundred Thousand Dollars ($500,000.00) with respect to any occurrence as to property damage. 10.2 PROPERTY INSURANCE OF TENANT 10.2.1 Tenant shall carry an "All Risk" extended coverage insurance policy with respect to the Restaurant, Leasehold Improvements, Tenant Equipment, other personal property and inventory. Tenant shall also carry the following types of coverage pursuant to endorsements or separate policies: Contingent Liability from the Operation of Building Laws," "Increased Cost of Construction" and "Demolition Costs Which May Be Necessary to Comply with Building Laws." 10.2.2 The coverage limits shall not be less than a reasonable estimate of the cost of replacing the Restaurant, Leasehold Improvements, Tenant Equipment, other personal property and inventory. Coverage shall be at least sufficient so that losses shall be paid in full up to the face amount of the policy. The cost of replacing the Restaurant and Leasehold Improvements' is the cost of replacing damage to the Restaurant and Leasehold Improvements with new materials of like kind and quality except for foundation, footings, and other building elements customarily excluded from the applicable coverage. 10.2.3 Tenant shall also carry an "Agreed Amount Endorsement" in the amount of the estimated cost of replacement. Tenant shall furnish all information requested by the insurer in connection with the issuance of the Agreed Amount Endorsement. 10.3 GENERAL CLAUSES CONCERNING INSURANCE 10.3.1 Each insurance policy carried pursuant to Articles 10.1 through 10.2 shall be issued by an insurance company that is rated as A or better by A. M. Best Company of Oldwick, New Jersey. 10.3.2 Landlord shall be named as an additional insured with respect to insurance carried under Article 10.1. Insurance carried on the Restaurant and -21-

Leasehold Improvements pursuant to Article 10.2 shall be carried in favor of Landlord, any mortgagee, and Tenant as their respective interests may appear. 10.3.3 The insurance required by Articles 10.1 through 10.2 may be included in general coverage under policies which also include the coverage of other property in which Tenant has, or Tenant's affiliates have, an insurable interest. 10.3.4 Each insurance policy carried pursuant to Articles 10.1 and 10.2 or a certificate with respect to the policy shall be delivered to Landlord. 10.3.5 Each insurance policy and certificate carried pursuant to Articles 10.1 and 10.2 shall provide, in effect, that the policy may not be canceled, reduced in amount, or modified by the insurer until at least thirty (30) days after the insurer shall have notified Landlord, Tenant and any mortgagee in writing by certified mail, return receipt requested. Each insurance policy and certificate shall provide, in effect, that the policy will be renewed and further renewed on substantially the same terms and conditions and without increases in premiums unless the insurer shall give Landlord, Tenant, and any mortgagee at least thirty (30) days notice in writing by certified mail, return receipt requested. 10.3.6 Each insurance policy carried pursuant to Articles 10.1 and 10.2 shall contain provisions to the following effect: Losses shall be payable despite the negligence of any person having an insurable interest in the Restaurant. 10.3.7 Either party may request a review of insurance policies for coverage, exclusion policy limits and deductibles. 10.3.8 "Insurance Proceeds" are the proceeds received on insurance required by Article 10.2 with respect to damage to the Restaurant and Leasehold Improvements less all reasonable expenses incurred in connection with collecting the proceeds including the reasonable fees and disbursements of attorneys, adjusters, appraisers, and expert witnesses. Insurance Proceeds shall be held as trust funds by Landlord and Tenant and applied solely to the repair of damaged elements of the Restaurant and Leasehold Improvements as required by Article 13, unless the parties otherwise agree in writing. 10.3.9 Landlord shall have the right to require the Tenant, in its reasonable discretion, to increase the insurance coverages required hereunder to an amount and on terms customary in the Fulton County, Georgia area for a restaurant. ARTICLE 11. UTILITIES AND SERVICES 11.1 PAYMENT FOR UTILITY SERVICE -22-

Tenant shall pay or cause to be paid the cost of all water, garbage and sewer service, gas, electric power, telephone, fuel and other utilities consumed or used in or at the Leased Premises, including appropriate deposits as required. Tenant shall indemnify Landlord against any liability or charges on account thereof. 11.2 NO OBLIGATION OF LANDLORD Landlord shall not be required to furnish any utility services to the Leased Premises, and shall have no liability whatever should there be an interruption in utility services unless such interruption shall have been directly caused by Landlord's negligent or willful act or omission, but in no event shall Landlord have any liability for consequential or speculative damages. 11.3 COVENANTS OF TENANT WITH RESPECT TO SANITARY SEWER If Tenant connects its Leasehold Improvements to the sanitary sewerage facilities in Development Site, Tenant agrees: (a) to install grease traps to prevent grease or other waste materials from accumulating in the sanitary sewerage system; (b) that it will not dispose of any substances in the sanitary sewage system which might clog, erode or damage the system; and (c) that it will not dispose of any Hazardous Substance in the sanitary sewerage system. ARTICLE 12. MAINTENANCE OF LEASEHOLD IMPROVEMENTS 12.1 REPAIRS AND MAINTENANCE Tenant shall Maintain the Leased Premises, the Restaurant and other Leasehold Improvements in good order and repair. Tenant's obligations for Maintenance extend to interior as well as exterior Maintenance, to structural as well as nonstructural Maintenance, to extraordinary as well as ordinary and to foreseen as well as unforeseen Maintenance. The quality of such Maintenance shall be at least equal to the quality of the original construction work, and shall be performed in a good and workmanlike manner and in accordance with applicable Governmental Regulations. Landlord shall have no obligation whatsoever to Maintain the Restaurant or Leasehold Improvements. 12.2 COMPLIANCE -23-

Tenant shall comply with all present and future Governmental Regulations of any Governmental Authority relating to the Restaurant and Leasehold Improvements. 12.3 SURRENDER Tenant shall surrender to Landlord actual and exclusive possession of the Leased Premises, the Restaurant and Leasehold Improvements on the Expiration Date, as provided in Article 4.5 hereof. 12.4 ALTERATIONS, CHANGE OF GRADE Tenant shall not make any material "Alteration" to the exterior of the Tenant Restaurant without Consent of Landlord. "Alteration" includes any replacement, improvement, or change. Tenant shall not materially change the elevation or facade of the Leased Premises. Tenant shall not make an Alteration to the interior of the Restaurant or any other Leasehold Improvements that would impair the safety or structural integrity of the Restaurant. All Alterations shall be performed in a good and workmanlike manner and in accordance with applicable Governmental Regulations. 12.5 TENANT EQUIPMENT Tenant shall be entitled at any time and from time to time to affix the Tenant Equipment to, to install Tenant Equipment in, and to remove Tenant Equipment from, the Restaurant. The Tenant Equipment shall be the property of Tenant and shall not be part of the Restaurant. Tenant shall remove Tenant Equipment from the Restaurant on or before the Expiration Date. Upon removal of Tenant Equipment, Tenant shall repair any damage to the Restaurant or the Leasehold Improvements which shall have resulted from affixing, installing, or removing the Tenant Equipment. 12.6 MECHANIC'S LIENS Within thirty (30) days after any mechanic's lien or materialman's lien shall be filed against the Development Site, the Leased Premises, the Restaurant, any Leasehold Improvement, or the leasehold estate created by this Lease, as the result of any construction, alteration, repair, maintenance, installation, or improvement made by or on behalf of Tenant or any other work or act of Tenant or on behalf of Tenant, Tenant shall without cost or expense to Landlord cause the lien to be discharged of record by payment, bond, court order or otherwise. Tenant shall Indemnify Landlord from and against any such lien. 12.7 SIGNS -24-

Tenant may affix a sign to the exterior of the Restaurant and shall Maintain the sign in accordance with the following principles: (a) No sign other than those provided for in the Final Plans may be affixed to the exterior of the Restaurant unless Landlord approves the dimensions, materials, content, location and design of the sign. (b) Any sign affixed to the Restaurant shall comply with applicable Governmental Regulations. (c) Tenant shall obtain and pay for all permits and licenses required in connection with any sign affixed to the Restaurant and shall deliver copies of the permits and licenses to Landlord promptly after they are issued. (d) Commencing one (1) month after the Effective Date and until the Opening Date Tenant shall have the right to display a temporary sign identifying the Leased Premises as a future Road House Grill restaurant. ARTICLE 13. DESTRUCTION 13.1 NO ABATEMENT If all or any part of the Restaurant or any Leasehold Improvements are "Damaged" by fire or other catastrophe, Rent shall not abate. Landlord shall have no obligation to Repair the Restaurant or any Leasehold Improvements. "Damage" includes the words "and destruction," "or destruction," "and destroy," as the case may be. 13.2 NO TERMINATION This Lease shall not be terminated by reason of Damage resulting from a fire or any other cause to all or any part of the Restaurant or any Leasehold Improvements. Tenant waives all rights to terminate this Lease as a result of Damage to which Tenant may be entitled pursuant to any statute or other law that presently exists or that will be enacted in the future. -25-

13.3 OBLIGATION TO REPAIR If all or any part of the Restaurant or any Leasehold Improvements shall be Damaged by fire or other cause, Tenant shall Repair the Damage within a reasonable time after the Damage shall have occurred. In the event that the Damage shall exceed ninety percent (90%) of the replacement cost of the Leasehold Improvements and Restaurant, then Tenant may at its option, pay to Landlord the full replacement cost of the Restaurant and Leased Premises, and thereupon, terminate the Lease, without further obligation. The term "Repair" includes the concepts of any replacement and/or restoration, as may be necessary or appropriate under the circumstances at the time. Any element of the Restaurant or any Leasehold Improvements that are Damaged by fire or other cause shall be Repaired with new materials of like kind and quality. After giving effect to the Repair, the Restaurant and Leasehold Improvements shall comply with all applicable Governmental Regulations. 13.4 WAIVER OF SUBROGATION 13.4.1 Tenant releases Landlord and its partners, employees and agents from liability or responsibility for any loss or Damage to the Restaurant, all Leasehold Improvements, and the contents of the Restaurant, which could arise as a result of a fire or other peril with respect to which fire or other property insurance is carried or is required to be carried pursuant to this Lease. 13.4.2 A clause or endorsement of an insurance policy pursuant to which an insurance company states, in effect, that a release of the type set forth in Article 13.4.1 shall not impair or reduce coverage under the policy is referred to below as a "waiver of subrogation." Tenant shall cause its insurance companies to include a waiver of subrogation clause or endorsement in the property insurance policies maintained with respect to the Restaurant, the Leasehold Improvements and/or the contents of the Restaurant.
ARTICLE 14. CONDEMNATION 14.1 TOTAL OR SUBSTANTIAL PARTIAL TAKING OF LEASED PREMISES 14.1.1 If all of the Leased Premises are "Taken" or if all of the

Restaurant is Taken, this Lease shall be terminated automatically as of the "Taking Date." "Taking" means the taking of, or damage to, property pursuant to the exercise of any power of eminent domain or condemnation or a purchase of property induced by a threat that property will be taken pursuant to the exercise of this power. "Taken" means taken pursuant to a Taking. "Taking Date" is the first date on -26-

which the condemning authority shall have the right of possession of property it will have Taken. 14.1.2 If so much of the Leased Premises is permanently taken that Tenant is unable in its reasonable discretion to use the balance of the Leased Premises for use as a Restaurant, if at such time the Leased Premises are actually being operated as a Restaurant, or for such other use permitted herein as it may then be used, Tenant shall have the option to terminate this Lease. The option to terminate may be exercised only by giving Notice to Landlord prior to the thirtieth day after the Taking Date. 14.2 TAKING FOR TEMPORARY USE The following shall apply if all or part of the Leased Premises or the Restaurant are Taken for temporary use: 14.2.1 This Lease shall continue in full force and effect despite the Taking, and Landlord shall be entitled to the entire award for such temporary use. 14.2.2 Tenant shall continue to comply with all of its obligations pursuant to this Lease, except that Tenant's obligations relating to use, Repair, and Maintenance of the Tenant Restaurant and other Leasehold Improvements shall be suspended to the extent that compliance is impossible or impractical as a result of the Taking, and the Rent payable hereunder shall be equitably abated during the term of such Taking. 14.3 DISPOSITION OF AWARDS An "Award" is the amount by which an award for, or proceeds of, a Taking exceeds all expenses incurred in connection with a Taking. Expenses include reasonable fees and disbursements of attorneys and expert witnesses. Awards arising from a total or partial Taking of the Leased Premises, Tenant's leasehold estate pursuant to this Lease, and the Restaurant and the Leasehold Improvements shall be allocated between Landlord and Tenant in accordance with the following principles: 14.3.1 If the Lease is terminated as a consequence of a Taking described in Article 14.1.1, Tenant shall be entitled to a portion of the Award equal to the unamortized cost of the Leasehold Improvements and any amounts provided for in Article 14.3.2. Landlord shall be entitled to the balance of the Award, including without limitation the value of the property so taken, including the value of the remainder. In no event shall Tenant be entitled to any other portion of the Award. Amortization of the Leasehold Improvements shall be computed on a straight line basis and under the assumption that the unexpired portion of the term of this Lease at the time of construction or installation of an improvement is its useful life. -27-

In this context, references to the "Term" exclude any period as to which the Term could have been, but was not, extended pursuant to an unexercised option to extend the Term. 14.3.2 Tenant shall be entitled to claim and receive from the condemning authority only such awards as are attributable to the cost of removal of Tenant's trade fixtures and personalty and for moving expenses, provided, however, any such award shall in no way diminish the Award due Landlord for the value of the property so Taken, including any damage to the remainder. 14.3.3 If the Lease is not terminated, the Award shall be paid into a trust fund to be used by Landlord and Tenant to Repair the Restaurant and Leasehold Improvements to a condition architecturally harmonious with the Restaurant prior to such taking and in accordance with Article 13.3 of the Lease, but only to the extent of any acreage not affected by the Taking. The obligation of the parties for such Repair shall be limited to the Award so received by them. Landlord shall be absolutely entitled to any amount of the Award not needed to effect such Repairs together with any interest earned thereon. Awards shall be paid to Landlord by the appropriate taking authority. The share of any Award to which Tenant is entitled pursuant to this Lease shall be remitted to Tenant promptly after the date on which the Award is received by Landlord. ARTICLE 15. RESTRICTIONS 15.1 RESTRICTIONS In addition to the limitations on use and other restrictions placed upon Tenant in this Lease, Tenant acknowledges and agrees that it is and shall be bound by the Declaration of Covenants and Easements set forth in Exhibit "F". ARTICLE 16. DEFAULT 16.1 EVENT OF DEFAULT The term "Event of Default" wherever used in this Lease, shall mean any one or more of the following events: (a) failure by the Tenant to pay as and when due and payable any monthly installment of rent or other additional charges as provided herein and the continued failure to pay within five (5) days after Notice of such non-payment; (b) failure by the Tenant for a period of thirty (30) days after Notice from Landlord to cure the default of any other covenant, condition or agreement of this Lease to be observed or performed; provided, however, that no such advance -28-

Notice shall be required in the event Tenant shall not open by the Opening Date or cease to Open for Business as required by its Operating Covenant set forth in Article 5.2 hereof, unless such cessation shall be the result of a Force Majeure event. (c) the filing by or against the Tenant of a petition in bankruptcy, which petition is not dismissed within sixty (60) days from the filing thereof; (d) an assignment by Tenant for the benefit of creditors; or (e) the appointment by any court of a receiver, trustee or other court officer of all or substantially all of Tenant's property, which such receivership is not dismissed within thirty (30) days from the date of such appointment. 16.2 REMEDIES OF LANDLORD If an Event of Default shall have occurred, the Landlord may, in addition to any remedies it may otherwise have for the collection thereof, at its option, either (i) terminate this Lease; or (ii) reenter the Leased Premises by summary proceedings or otherwise, expel Tenant and remove all property therefrom and relet the Leased Premises and. receive the rent therefrom; but Tenant shall remain liable for the deficiency, if any, between Tenant's Rent hereunder (including all additional rent), and the rent obtained by Landlord on reletting. Nothing herein, however, shall be construed to require Landlord to re-enter and relet the Leased Premises. If Landlord elects to re-enter the Leased Premises, Landlord may relet all or any portion of the Leased Premises for the account of the Tenant, for such rent, for such time and on such terms as Landlord shall determine. The Landlord shall not, in any event, be required to pay Tenant any surplus of any sums received by Landlord on the reletting of the Leased Premises in excess of the rent provided in this Lease. The Landlord, in addition to any other remedies it may have, may recover from Tenant all damages it may incur by reason of such default, including the cost of recovering the Leased Premises, and a reasonable attorney's fee. The Landlord, in addition to other rights and remedies it may have, shall have the right to remove all or any part of the Tenant's property from the Leased Premises and any property removed may be stored at any public warehouse or elsewhere at the cost of, and for the account of Tenant, and the Landlord shall not be responsible for the care and safekeeping thereof. Tenant hereby waives any and all loss, destruction and/or damage or injury which may be occasioned by any of the aforesaid acts. -29-

16.3 LANDLORD'S RIGHT TO PERFORM FOR ACCOUNT OF TENANT If Tenant fails to comply with any of its obligations pursuant to this Lease, Landlord may perform the obligation for the account and at the expense of Tenant. If Landlord does so, Landlord may render an invoice to Tenant for any expense or capital expenditure incurred by Landlord as a result of performing the obligation and the fees and disbursements of any attorney incurred by Landlord as a result of Tenant's failure to comply. Tenant shall discharge any invoice so rendered together with Interest from the date on which Landlord shall have incurred the applicable expense or capital expenditure to the date on which the invoice is paid. If Tenant fails to discharge any invoice so rendered within thirty (30) days after it is received by Tenant, the amount of the invoice shall be added to the next month's installment of Minimum Rent. 16.4 ADDITIONAL REMEDIES, WAIVERS, ETC. The rights and remedies of Landlord set forth in this Lease shall be in addition to any other right and remedy now or hereafter provided by law. All of Landlord's rights and remedies shall be cumulative and not exclusive of each other. Landlord may exercise its rights and remedies at such times, in such order, to such extent, and as often as Landlord deems advisable. Landlord may exercise its rights and remedies regardless of whether the exercise of one right or remedy precedes, concurs with, or succeeds the exercise of another right or remedy. A single or partial exercise of a right or remedy shall not preclude a further exercise of the right or remedy or the exercise of another right or remedy. No delay or omission by Landlord in exercising a right or remedy shall exhaust or impair the right or remedy or constitute a waiver of, or acquiescence to, an Event of Default. No waiver of an Event of Default shall be effective unless it is in writing. No waiver of an Event of Default shall extend to or affect any other Event of Default or impair any right or remedy with respect to any other Event of Default. 16.5 ATTORNEY'S FEES AND DISBURSEMENTS Tenant shall promptly reimburse Landlord for the reasonable fees and disbursements of attorneys and expert witnesses employed by Landlord to enforce Landlord's rights or Tenant's obligations under this Lease. 16.6 BANKRUPTCY If Landlord shall not be permitted to terminate this Lease as hereinabove provided because of the provisions of Title 11 of the United States Code relating to Bankruptcy, as amended ("Bankruptcy Code"), then Tenant as a debtor-in-possession or any trustee for Tenant agrees promptly, within no more than sixty (60) days upon request by Landlord to the Bankruptcy Court, to assume or reject -30-

this Lease and Tenant on behalf of itself, and any trustee agrees not to seek or request any extension or adjournment of any application to assume or reject this Lease by Landlord with such Court. In such event, Tenant or any trustee for Tenant may assume this Lease only if: (a) it cures or provides adequate assurance that the trustee or debtor-in-possession will promptly cure any default hereunder; (b) compensates or provides adequate assurance that Tenant will promptly compensate Landlord for any actual pecuniary loss to Landlord resulting from Tenant's defaults; and (c) provides adequate assurance of performance during the fully stated term hereof of all of the terms, covenants, and provisions of this Lease to be performed by Tenant. In no event after the assumption of this Lease shall any then existing default remain uncured for a period in excess of the earlier of ten (10) days or the time period set forth herein. Adequate assurance of performance of this Lease, as set forth hereinabove, shall include, without limitation, adequate assurance: (i) of the source of rent reserved hereunder; (ii) that the financial condition and operating performance of the proposed assignee will be similar to the financial condition and operating performance of the debtor as of the time the debtor became the Tenant under the Lease; and (iii) the assumption of this Lease will not breach any provision hereunder and will not destroy or disturb any tenant mix in the Development Site. In the event of a filing of a petition under the Bankruptcy Code, Landlord shall have no obligation to provide Tenant with any services or utilities as herein required, unless Tenant shall have paid and be current in all payments of Common Area Maintenance Costs, taxes, utilities or other charges under this Lease. ARTICLE 17. TRANSFERS 17.1 ASSIGNMENT AND SUBLETTING BY TENANT Neither Tenant nor Tenant's successors-in-interest by operation of law or otherwise shall assign this Lease or sublease the Leased Premises or any part thereof, without the prior express written Consent of Landlord which shall be in the sole and unfettered right of Landlord to withhold; and any attempt to do so without such prior express written Consent of Landlord shall be void and of no effect. In no event shall Tenant sublet or assign less than all of the Leased Premises; and, in no event shall Tenant be released from its obligations hereunder. 17.2 ASSIGNMENT BY LANDLORD -31-

Landlord shall have the right to transfer, assign and convey, in whole or in part, the Development Site and any and all of its rights under the Lease and in the event Landlord assigns its rights under this Lease, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor-in-interest of the Landlord for performance of such obligations. The term "Landlord" as used in this Lease shall mean the owner of the Leased Premises, at the time in question, and in the event of the transfer by such owner of its interest in the Leased Premises, such owner shall thereupon be released and discharged from all covenants and obligations of the Landlord thereafter accruing, but such covenants and obligations shall be binding during the Term upon each new owner for the duration of such owner's ownership. 17.3 ESTOPPEL CERTIFICATE Within twenty (20) days after each request by either party, the other shall execute and acknowledge an estoppel certificate and deliver it to the requesting party. Landlord, any Mortgagee, any assignee of a Mortgagee, any purchaser, or any other person specified by the requesting party may rely upon an estoppel certificate executed by the other. The estoppel certificate shall contain the following information concerning the following: (a) Whether Tenant is in possession of the Leased Premises. (b) Whether this Lease is in full force and effect. (c) This Lease is unmodified (or if this Lease has been modified, then describing the modification). (d) The dates, if any, to which Rent has been paid in advance. (e) Any other information reasonably requested. -32-

ARTICLE 18. OPTION TO PURCHASE 18.1 OPTION TO PURCHASE For a period of three (3) years following the Effective Date of this Lease (the "Option Period"), provided there is no Event of Default, Tenant shall have the option to purchase the Leased Premises, upon delivery of ninety (90) days written notice from the Tenant to Landlord offering to purchase the Leased Premises for the purchase price and on the terms and provisions contained herein ("Offer"). Should Tenant extend an Offer to Landlord, Landlord agrees to convey the Leased Premises to Tenant by statutory warranty deed subject only to such exceptions to title as are set forth on Exhibit E or as have arisen subsequent to the Effective Date, and the Declaration of Covenants and Easements as set forth in Exhibit "F" and any title exceptions imposed on the Leased Premises by the Tenant. The sale shall be closed and the deed delivered at a time elected by Tenant but in no event later than sixty (60) days from the date of Tenant's Offer ("Closing Date"). At the Closing, Tenant shall pay to Landlord the full amount of the purchase price in cash which equals $1,100,000. The parties agree to prorate the payment of rent under this Lease and real estate ad valorem taxes and other assessments affecting the Leased Premises as of the Closing Date. In the event of any casualty loss or condemnation after the Tenant's exercise of its right to purchase, Tenant shall have the right to either close the transaction and have assigned to it all proceeds paid to Landlord for condemnation or casualty losses or to rescind its offer to purchase with its rights to the Leased Premises governed by the terms of this Lease. Tenant shall pay all closing costs other than any real estate commission owed to a real estate agent engaged by the Landlord. ARTICLE 19. MISCELLANEOUS PROVISIONS 19.1 NON-WAIVER No waiver of a breach of any of the covenants in this Lease shall be construed to be a waiver of a succeeding breach of the same covenants or any other covenant. 19.2 MODIFICATIONS No modification, release, discharge or waiver of any of the provisions hereof shall be of any force, effect or value unless in writing signed by the Landlord and the Tenant. 19.3 ENTIRE AGREEMENT This instrument contains the entire agreement between the parties as of this date and the execution hereof has not been induced by either party by representations, promises or understandings not expressed herein and there are no collateral -33-

agreements, stipulations, promises or undertakings, whatsoever, upon the respective parties in any way touching the subject matter of this instrument which are not expressly contained herein. 19.4 BROKERAGE Landlord and Tenant covenant and agree one with the other that no real estate commissions, finders' fees or brokers' fees have been or will be incurred in connection with the execution of this Lease other than that owing by Landlord to Northside Commercial, and Landlord hereby Indemnifies Tenant from and against any and all costs, damages or expenses (including attorneys' fees) incurred or paid as a result of any claim for area] estate commission or other fee arising out of the actions of Landlord other than that owing by Landlord to Northside Commercial, and Tenant hereby Indemnifies Landlord from and against any and all costs, damages or expenses (including attorneys' fees) incurred or paid as a result of any claim for a real estate commission or other fee arising out of the actions of Tenant. 19.5 CAPTIONS The captions or titles used throughout this Lease are for convenience only and shall in no way define, limit or describe the scope of intent of this Lease. 19.6 BINDING EFFECT This Lease and all the covenants and provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. 19.7 COUNTERPARTS This Lease Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 19.8 TIME OF ESSENCE For all purposes under this Lease Agreement, time shall be considered of the essence. 19.9 EXCULPATION Anything in this instrument to the contrary notwithstanding, Tenant agrees that it shall look solely to the leasehold estate of Landlord in and to the Leased Premises, subject to the rights of any mortgagee of Landlord's interest or other party who -34-

may have priority, for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord, in the event of any default or breach by Landlord with respect to any terms, covenants and conditions of this Lease to be observed or performed by Landlord, and (i) neither Landlord nor any partner, officer or director of Landlord, shall have any personal liability, and (ii) no other property or assets of Landlord or any of its partners, officers or directors shall be subject to levy, execution or other procedures for the satisfaction of Tenant's remedies. 19.10 SEVERANCE If any term of this Lease or any application thereof will be invalid or unenforceable, the remainder of this Lease and any other application of such term will not be affected thereby. 19.11 SUCCESSORS AND ASSIGNS Subject to Article 17, this Lease will bind and benefit the parties. their successors, and assigns. 19.12 TIME OF ESSENCE Time is of the essence with respect to the performance of all obligations of this Lease. 19.13 WARRANTIES AS TO STANDING AND AUTHORITY Tenant represents and warrants to Landlord that it is a duly formed, validly existing, in good standing under the laws of the State of Florida, that it has all requisite authority to execute and deliver this Lease and to perform its obligations hereunder. Landlord represents and warrants to Tenant that it is an Alabama corporation, duly formed, validly existing, in good standing under the laws of Alabama, and that it has all requisite authority to execute and deliver this Lease and to perform its obligations hereunder. Each party represents and warrants that the person or persons who have executed this Lease have the requisite authority and approval to do so. Each party represents and warrants to the other that this Lease is a legal, valid, and binding obligation, enforceable against such party in accordance with its terms, subject to (a) bankruptcy, insolvency, reorganization, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (b) general principles of equity and specific performance. 19.14 INDEPENDENT CONTRACTUAL RELATIONSHIP Nothing within any of the provisions of this Lease shall be deemed in any way to create between the parties any relationship of partnership, joint venture or other -35-

association. The parties hereto disclaim any such relationship and declare that their relationship is that of a contract between independent parties. 19.15 APPLICABLE LAW This Lease shall be governed by the laws of the State of Georgia, and any action or proceeding arising hereunder shall be brought in the Courts of Fulton County, Georgia, or the United States District Court having jurisdiction. 19.16 INTERPRETATION As used herein, all references made (i) in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders (ii) in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well, and (iii) to any Article, paragraph or subparagraph shall be deemed, unless otherwise expressly indicated, to have been made to such Article, paragraph or subparagraph of this Lease. 19.17 CONSTRUCTION Each party to this Lease was actively involved in negotiation and drafting. In interpreting the provisions of this Lease, there shall be no construction for or against either party based upon who drafted the Lease. IN WITNESS WHEREOF, the Landlord and the Tenant, each by and through duly authorized representatives, executed this Lease on the day and year first above written. LANDLORD: ATTEST: Bruno's, Inc., an Alabama corporation
/S/ R. MIKE CEULEY - ------------------------SECRETARY - ------------------------By:/S/ KEN BRUNO -----------------------------Its: EXECUTIVE VICE PRESIDENT -------------------------

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TENANT:
ATTEST: Road House Grill, Inc. d/b/a Road House Grill By:/S/ JOHN D. TOOLE JR. ------------------------------Its: VICE PRESIDENT -------------------------------

/S/ KIMBERLY CRISAFULLI - ------------------------SECRETARY - -------------------------

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STATE OF ALABAMA JEFFERSON COUNTY

ss. ss. ss.

I, the undersigned, a Notary Public in and for said County, in said State, hereby certify that KEN BRUNO , whose name EXECUTIVE VICE PRESIDENT, of Bruno's, Inc., an Alabama corporation, is signed to the foregoing and who is known to me, acknowledged before me on this day that, being informed of the contents of the Lease, he, in his capacity as such general partner and with full authority, executed the same voluntarily for and as the act of said corporation. Given under my hand and official seal, this the 15TH day of MAY , 1995.
/S/ ILLEGIBLE --------------------------------Notary Public My Commission Expires: STATE OF FLORIDA BROWARD COUNTY ss. ss. ss. 3-12-96

I, the undersigned, a Notary Public in and for said County, in said State, hereby certify that JOHN D. TOOLE JR. , whose name as VICE PRESIDENT of Road House Grill, Inc., a Florida corporation, is signed to the foregoing and who is known to me, acknowledged before me on this day that, being informed of the contents of the Lease, he, in his capacity as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. Given under my hand and official seal, this the day 25 of MAY , 1995.
/S/ JENNIFER VERDI ------------------------------Notary Public

My Commission Expires: STAMP ILLEGIBLE -39-

EXHIBIT "A" BRUNO'S SANDY SPRINGS COMBINED PARCELS (INCLUDING LOTS 1 THROUGH 5. BLOCK A) LEGAL DESCRIPTION
All and singular that certain tact or parcel of land situated, lying, and being in Land Lots 89 and 90, 17th District, Fulton County, Georgia, being more particularly described as follows: Commencing at the point of intersection of the westerly termination line of the right-of-way of Sandy Springs Drive and the southerly right-of-way line of Sandy Springs Drive (a.k.a. Sandy Springs Circle), said point being the POINT OF BEGINNING; L-50 Thence, leaving said right-of-way line, S 00(degree)45'21"W, a distance of 344.81 feet to a point on the northerly right-of-way line of Hammond Drive; Thence, along said right-of-way line, S 85(degree)44'47"W, a distance of 81.01 feet to a point; Thence, along said right-of-way line, the arc of a curve to the right, a distance of 127.54 feet to a point, said curve having a radius of 2668.00 feet and a chord of S 88(degree)06'29"W, 127.53 feet; Thence, along said right-of-way line, N 85(degree)10'47" W, a distance of 339.99 feet to a point; Thence, along said right-of-way line, N 85(degree)49'28"W, a distance of 3.15 feet to a point; Thence, along said right-of-way line, N 83(degree)47'51" W, a distance of 87.11 Feet to a point; Thence, along said right of way line, the arc of a curve to the left, a distance of 74.45 feet to a point, said curve having a radius of 1983.10 feet and a chord of N 84(degree)11'40"W, 74.45 feet; Thence, along said right-of-way line, the arc of a curve to the left, a distance of 86.39 feet to a point, said curve having a radius of 1,983.10 feet and a chord of N 86(degree)31'05"W, 86.38 feet; Page 1

L-51 C-9

L-52 L-53 L-54 L-55/ C-12

C-2

L-11 C-3

Thence, along said right-of-way line, S 55(degree)21'33"E, a distance of 22.56 fee to a point; Thence, along said right-of-way line, the arc of a curve to the left, a distance of 30.97 feet to a point, said curve having a radius of 1,971.10 feet and a chord of N 87(degree)39'44"W, 30.97 feet; Thence N 88(degree)25'5O" W, a distance of 252.27 feet to a point at the intersection of the northerly right-of-way line of Hammond Drive and the corner connector line to the easterly right-of-way line of Sandy Springs Circle; Thence, along said connector line, N 59(degree)18'13" W, a distance of 45.32 feet to a point on the easterly right-of-way line of Sandy Springs Circle; Thence, along said right-of-way line, the arc of a curve to the right, a distance of 215.40 feet to a point, said curve having a radius of 541.90 feet and a chord of N 13(degree)17'30"W, 213.98 feet; Thence, along said right-of-way line, the arc of a curve to the right, a- distance of 56.16 feet to a point, said curve having a radius of 541.90 feet and a chord of N 01(degree)03'29"E, 56.13 feet; Thence, along said right-of-way line, the arc of a curve to the right, a distance of 53.81 feet to a point, said curve having a radius of 541.90 feet and a chord of N 06(degree)52'53"E, 53.79 feet; Thence, leaving said right-of-way line, S 83(degree)23'55" E, a distance of 169.02 feet to a point; Thence N 22(degree)28'10"E, a distance of 237.08 feet to a point; Thence S 62(degree)35'09"E, a distance of 16.00 feet to a point; Thence, along the arc of a curve to the left, a distance of 25.11 feet to a point, said curve having a radius of 16.00 feet and a chord of N 72(degree)34'58"E, 22.61 feet; Thence N 27(degree)32'12"E, a distance of 139.89 feet to a point; Thence N 21(degree)48'46"E, a distance of 62.17 feet to a point on the southerly right-of-way line of Sandy Springs Place (variable right-of-way); Page 2

L-12

L-13

C-1

C-4

C-5

L-23 L-24 L-25 C-6

L-26 L-27

L-28 L-32 C-7

Thence, along said right-of-way line, S 89(degree)21'47"E, a distance of 20.43 feet to a point; Thence, along said right-of-way line, S 89(degree)21'47"E, a distance of 46.06 feet to a point; Thence, along said right-of-way line, the arc of a curve to the left, a distance of 178.29 feet to a point, said curve having a radius of 607.59 feet and a chord of N 82(degree)13'50"E, 177.66 feet; Thence, along said right-of-way line, N 73(degree)49'25"E, a distance of 190.11 feet to a point; Thence, along said right-of-way fine, the arc of a curve to the right, a distance of 43.07 feet to a point, said curve having a radius of 179.94 fee and a chord Of N 80(degree)40'53" E, 42.97 feet; Thence, along said right-of-way line, N 87(degree)32'19"E, a distance of 44.74 feet to a point; Thence, along said right-of-way line, N 02(degree)27'40"W, a distance of 12.00 fee to a point; Thence, along said right-of-way line, N 87(degree)32'19"E. a distance of 117.21 feet to a point; Thence, along said right-of-way line, the arc, of a curve to the right a distance of 84.59 feet to a point, said curve having a radius of 374.04 feet and a chord of S 86(degree)11'21"E, 84.41 feet; Thence, along said right-of-way line, the arc of a curve to the right, a distance of 186.75 feet to a point, said curve having a radius of 157.80 feet and a chord of S 36(degree)54'37"E, 176.04 feet; Thence, along said right-of-way line, S 86(degree)59'37"W, a distance of 12.02 feet to a point; Thence, along said right-of-way line, S 00(degree)26'09"E, a distance of 256.21 feet to a point; Thence, leaving said right-of-way line, S 89(degree)33'54"W, distance of 20.00 feet to a point; Thence S 54(degree)43'41"W, a distance of 52.00 feet to a point; Page 3

L-33 C-8

L-34 L-56 L-57 C-10

C-11

L-58 L-59 L-60 L-61

L-45 L-46 L-47 L-48

Thence S 07(degree)39'16"W, a distance of 12.91 feet to a point; Thence S 52(degree)08'46"E, a distance of 7.99 feet to a point; Thence S 60(degree)05'39"E, a distance of 17.01 feet to a point; Thence S 65(degree)56'34"E, a distance of 21.98 feet to a point at the interaction of the northerly right-of-way line of Sandy Springs Drive and the westerly termination line of the right-of-way of Sandy Springs Drive; Thence, along said right-of-way termination line, S 24(degree)03'26"W, a distance of 51.12 feet to the POINT OF BEGINNING; THIS CONCLUDES THIS LEGAL DESCRIPTION THE ABOVEDESCREBED PARCEL CONTAINS 796,521.89 SQ FT. = 18.2856 ACRES. The notation in the left margin indicates where the information can be found on the enclosed exhibit

L-49

Page 4

[MAP DEPICTING PREMISES] EXHIBIT B

EXHIBIT "C" BRUNO'S SANDY SPRINGS, LOT 3 BLOCK A (FUTURE DEVELOPMENT #02) LEGAL DESCRIPTION
All and singular that contain tract or parcel of land situated, lying, and being in Land Lot 89, 17th District, Fulton County, Georgia, being more particularly described as follows: Commencing at the intersection point of the easterly right-of-way line of Sandy Springs Circle and the corner connector line that connects the northerly right-of-way line of Hammond Drive to the easterly right-of-way line of Sandy Springs Circle, C-1 C-4 C-5 L-23 L-24 L-25 C-6 Thence, along said right-of-way line, the arc of a curve to the right, adistance of 325-37 feet to a point, said curve having a radius of 541.90 feet and a chord of N 07(degree)28'46" W, 320.50 feet; said point being the POINT OF BEGINNING; Thence, leaving said right-of-way line, S 83(degree)23'55"E, a distance of 169.02 feet to a point; Thence N 22(degree)28'10"E, a distance of 237.08 feet to a point; Thence S 62(degree)35'09"E, a distance of 16.00 feet to a point; Thence, along the arc of a curve to the left, a distance of 25.11 feet to a point, said curve having a radius of 16.00 feet and a chord of N 72(degree)34'58"E, 22.61 feet;. Thence N 27(degree)32'12'E, a distance of 139.89 feet to a point; Thence N 21(degree)48'46"E, a distance of 62.17 feet to a point on the southerly right-of-way line of Sandy Springs Place (variable right-of-way); Thence, along said right-of-way line, S 89(degree)21'47"E, a distance of 20.43 feet to a point; Thence, leaving said right-of-way line, S 03(degree)55'49"W, a distance of 225.36 feet to a point; Thence S 08(degree)37'51"W, a distance of 117.55 feet to a point; Page 1

L-26 L-27

L-28 L-29 L-30

L-31 L-16 L-15 L-14 C-5

Thence S 03(degree)56'12"W, a distance of 54.28 feet to a point; Thence N 86(degree)46'02"W, a distance of 43.79 feet to a point; Thence S 77(degree)15'45"W, a distance of 187.88 feet to a point; Thence N 89(degree)56'14", a distance of 145.15 feet to a point on the easterly right-of-way line, of Sandy Springs Circle; Thence, along said right-of-way line, the arc of a curve to the right, a distance of 53.81 feet to a point, said curve having a radius of 541.90 feet and a chord of N 06(degree)52'53"E, 53.79 feet, said point being the POINT OF BEGINNING; THIS CONCLUDES THIS LEGAL DESCRIPTION THE ABOVE DESCRIBED PARCEL CONTAINS 54,564.59 SQ. FT. = 1.2526 ACRES. The notation in the left margin indicates where the information can be found on the enclosed exhibit.

Page 2

Amendment to Ground Lease Between Bruno's Food Stores, Inc. ("Landlord") and Roadhouse Grill, Inc. d/b/a Roadhouse Grill ("Tenant") Amend page 3, 1.2.10 paragraph c
To read: Notwithstanding anything contained herein, the tenant shall have 60 days rent free following execution of the ground release and thereafter, for the next seven (7) months shall pay a rent of $5000.00 per month (construction phase). This is per letter dated February 27, 1995, signed by W. Neill Fox.

Amend page 19 Article 10 paragraph 10.13 The coverage limits shall be one million dollars ($1,000,000.00) for single occurrence and two million ($2,000,000.00) aggregate contained in an umbrella package. Amend page 20 Section 1013 paragraph 10.3.1 Company that is rated as B+ or better by A.M. Best Standard & Poors Duff & Phelps, Demotech on Lloyds of London. LANDLORD: Bruno's Food Stores, Inc. Attest: an Alabama, Corporation
/S/ R. MIKE CEULEY - -------------------------SECRETARY - -------------------------By: /S/ KEN BRUNO -----------------------------Its: EXECUTIVE VICE PRESIDENT ----------------------------

TENANT:
Attest: /S/ KIMBERLY CRISAFULLI - -------------------------SECRETARY - -------------------------Roadhouse Grill, Inc. d/b/a Roadhouse Grill By: /S/ JOHN D. TOOLE JR. ----------------------------Its: VICE PRESIDENT --------------------------------

Page 1

SECOND AMENDMENT TO GROUND LEASE BETWEEN BRUNO'S, INC. ("LANDLORD") AND ROADHOUSE GRILL, INC. ("TENANT") This Second Amendment to the Ground Lease dated MAY 25, 1995 ("Ground Lease") by and between Bruno's Food Stores, Inc. and Roadhouse Grill, Inc. shall be incorporated into the Ground Lease pursuant to the desires of the parties named above, who have executed this Second Amendment this 25th day of MAY, 1995. The parties hereto agree as follows: Landlord enters into this Ground Lease and relying on representations made by Coopers & Lybrand, certified public accountants for Tenant, that Tenant's Annual Financial Statement for the Year ended January 1, 1995 will not differ in a negative, material manner from the Draft Financial Statement for the Year ended January 1, 1995 which has been submitted to Landlord by Tenant. Landlord hereby reserves the right to review the financial condition of Tenant with regard to the terms and obligations of the Ground Lease and rescind the Ground Lease in the event Tenant's financial condition as reported by its Annual Financial Statement differs materially from the financial condition upon which Landlord has relied and entered into this Ground Lease. LANDLORD:
Attest: /S/ R. MIKE CEULEY - -------------------------SECRETARY - -------------------------Bruno's Food Stores, Inc. an Alabama, Corporation By:/S/ KEN BRUNO --------------------------------Its: EXECUTIVE VICE PRESIDENT -----------------------------TENANT: Roadhouse Grill, Inc. d/b/a Roadhouse Grill By:/S/ JOHN D. TOOLE JR. ----------------------------Its: VICE PRESIDENT ----------------------------

Attest: /S/ KIMBERLY CRISAFULLI - ------------------------SECRETARY - -------------------------

EXHIBIT 10.10 Lease No. 03-05778 LEASE BETWEEN CAPTEC NET LEASE REALTY, INC. AND NEW YORK ROASTERS, INC. Dated: April 17, 1995

TABLE OF CONTENTS ARTICLE 1 ARTICLE 2 ARTICLE 3 ARTICLE 4 4.01 4.02 ARTICLE 5 ARTICLE 6 6.01 6.02 6.03 6.04 ARTICLE 7 7.01 7.02 7.03 ARTICLE 8 8.01 8.02 ARTICLE 9 9.01 9.02 9.03 9.04 ARTICLE 10 10.01 10.02 10.03 ARTICLE 11 11.01 11.02 11.03 11.04 11.05 11.06 FUNDAMENTAL LEASE PROVISIONS...................... EXHIBITS.......................................... PREMISES.......................................... TERM.............................................. Term.............................................. Option to Extend Lease Term....................... LIENS............................................. RENT.............................................. Rent.............................................. Rental Adjustments................................ Net Lease.......................................... Security Deposit................................... 4 5 5 6 6 6 6 7 7 7 8 8

USE OF THE PREMISES................................ 9 Use................................................ 9 Compliance With Law................................ 9 Permits and Licenses.............................. 10 UTILITIES......................................... 10 Payment........................................... 10 Interruption in Service........................... 10 TAXES............................................. Payment of Taxes.................................. Definition of "Real Property Taxes"............... Personal Property Taxes........................... Tenant's Right to Contest Taxes................... MAINTENANCE AND REPAIRS.......................... Tenant's Obligations..................................... Landlord's Obligations................................... Landlord's Rights........................................ INSURANCE AND INDEMNIFICATION..................... Tenant's Insurance Obligation............................ INTENTIONALLY OMITTED.................................... Subrogation Waiver....................................... Insurance Use Restrictions............................... Indemnification.......................................... Payment of Insurance..................................... 1 10 10 11 11 11 13 13 13 14 14 14 16 16 16 16 17

ARTICLE 12 12.01 12.02 12.03 12.04 12.05 12.06 ARTICLE 13 ARTICLE 14 14.01 14.02 ARTICLE 15 15.01 15.02 15.03 15.04 ARTICLE 16 16.01 16.02 16.03 16.04 16.05 16.06 ARTICLE 17 17.01 17.02 17.03 ARTICLE 18 ARTICLE 19 ARTICLE 20 20.01 20.02 ARTICLE 21 ARTICLE 22 22.01 22.02 22.03 22.04

ALTERATIONS....................................... Permitted Improvements................................... Liens.................................................... Structural Alterations................................... Removal of Alterations................................... Alterations Required by Law.............................. General Conditions Relating to Alterations...............

17 17 17 18 18 18 18

SIGNS............................................. 19 DAMAGE, DESTRUCTION, OBLIGATION TO REBUILD........ 19 Obligation to Rebuild.................................... 19 No Abatement of Rent..................................... 20 EMINENT DOMAIN.................................... Total Taking............................................. Partial Taking........................................... Distribution of Award.................................... Transfer Under Threat of Taking.......................... ASSIGNMENT AND SUBLETTING......................... Landlord's Consent Required.............................. Assumption of Obligations................................ Assignment to Affiliate.................................. Hypothecation of Lease................................... Corporate/Partnership/Limited Liability Company Restrictions..................................... 20 20 20 21 21 21 21 21 21 22 22

No Release of Tenant..................................... 22 DEFAULT; REMEDIES................................. Default.................................................. Remedies................................................. Administrative Fee....................................... 23 23 24 25

SUBORDINATION..................................... 25 QUIET ENJOYMENT................................... 26 REPRESENTATIONS AND WARRANTIES.................... 26 Representations and Warranties........................... 26 Financial Statements..................................... 27 SURRENDER OF PREMISES............................. 28 OPTION TO PURCHASE................................ Option to Purchase....................................... Option Price............................................. Closing.................................................. Termination of Option.................................... 2 28 28 28 29 29

ARTICLE 23 23.01 ARTICLE 24 24.01 24.02 24.03 24.04 24.05 24.06 ARTICLE 25 25.01 25.02 25.03 25.04 25.05 25.06 25.07 25.08 25.09 25.10 25.11 25.12 25.13 25.14 25.15 25.16 25.17 25.18 25.19 25.20 25.21 25.22 EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT A B C D E F

BANKRUPTCY OR INSOLVENCY.......................... 29 Bankruptcy or Insolvency................................. 29 HAZARDOUS MATERIALS............................... Representations and Warranties........................... Definitions.............................................. Tenant's Obligation...................................... Landlord Options......................................... Indemnity................................................ Survival................................................. GENERAL PROVISIONS................................ Estoppel Certificates.................................... Severability............................................. Entire Agreement......................................... Notices.................................................. Waivers.................................................. Recording................................................ Holding Over............................................. Cumulative Remedies...................................... Choice of Law............................................ Attorneys' Fees.......................................... Waiver of Jury Trial..................................... Liability of Landlord.................................... No Merger................................................ Reports.................................................. Definition of Rent....................................... Interpretation........................................... Relationship of the Parties.............................. Successors............................................... Modifications............................................ Brokerage Fees........................................... Waiver of Redemption..................................... Not Binding Until Executed............................... 33 33 34 35 35 36 36 36 36 36 37 37 37 37 37 38 38 38 38 38 39 39 39 39 39 40 40 40 40 40

............................................................... ............................................................... ............................................................... ............................................................... ............................................................... ...............................................................

A-1 B-1 C-1 D-1 E-1 F-1

3

LEASE In consideration of the rents and covenants-Bet forth below, Landlord (as hereinafter defined) hereby leases to Tenant (as hereinafter defined), and Tenant hereby leases from Landlord, the following Premises (as hereinafter defined) upon the following terms and conditions: ARTICLE 1 FUNDAMENTAL LEASE PROVISIONS
Date: Landlord: Tenant: Tenant's Trade Name: Lease Term: April 17, 1995 Captec Net Lease Realty, Inc. New York Roasters, Inc. Kenny Rogers Roasters Twenty (20) years, commencing on the date hereof and ending on April 30, 2015 with two (2) renewal options of five (5) years each. (Article 4, Section 4.01) One Hundred Eleven Thousand Six Hundred Twenty Five and 00/100 Dollars ($111,625.00), and shall be subject to adjustment as hereinafter provided. (Article 6, Section 6.01) The Minimum Annual Rent shall be payable on the first day of each month, commencing May 1, 1995, in twelve (12) equal installments each in the amount of Nine Thousand Three Hundred Two and 00/100 Dollars ($9,302.00) during each year of the term of this Lease, subject to proration or adjustment as hereinafter provided. Addresses for Notices: To Landlord: 24 Frank Lloyd Wright Drive Lobby L, 4th Floor P.O. Box 544 Ann Arbor, Michigan 48106-0544 690 Delaware Avenue Buffalo, New York 14209 4

Minimum Annual Rent:

To Tenant:

With a copy to: Roasters Corp. 899 West Cypress Creek Rd., Ste. 500 Fort Lauderdale, Florida 33309 Attention: Real Estate Department Premises: That, certain real property, with all improvements located thereon, commonly known as Kenny Rogers Roasters, located at 1449 French Road, Cheektowaga, New York and more particularly described in Exhibit A attached hereto and incorporated herein by this reference.

References in this Article 1 to other Articles are for convenience and designate some of the other Articles where references to the Fundamental Lease Provisions appear. Each reference in this Lease to any of the Fundamental Lease Provisions contained in this Article 1 shall be construed to incorporate all of the terms Provided under such Fundamental Lease Provision. In the event of any conflict between any Fundamental Lease Provision and the balance of this Lease, the latter shall control. ARTICLE 2 EXHIBITS The following are attached hereto as Exhibits and made a part of this Lease:
EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F ------Description of the Premises Form of Estoppel Certificate Memorandum of Lease [INTENTIONALLY OMITTED) Subordination, Non-Disturbance and Attornment Agreement Letter of Credit Agreement

In the event of any conflict between any of the above-referenced Exhibits and the balance of this Lease, the Exhibits shall control. ARTICLE 3 PREMISES 5

Landlord hereby leases and demises unto Tenant and Tenant hereby leases and takes from Landlord, for the term, at the rental, and upon the terms, covenants, and conditions hereinafter set forth, the property referred to in Article 1 as the Premises and described on Exhibit A attached hereto. ARTICLE 4 TERM 4.01 TERM. The term of this Lease shall be the term specified in Article 1 hereof (the initial term and any extensions exercised by Tenant thereof are hereinafter referred to as the "Lease Term") and shall commence on the date hereof (the "Commencement Date"). 4.02 OPTION TO EXTEND LEASE TERM. Tenant shall have the option to extend the initial term of this Lease for two (2) additional successive periods of five (5) years each on the same terms, covenants and conditions of this Lease. In the event Tenant elects to exercise the option(s), Tenant shall provide Landlord written notice not less than ninety (90) days prior to the end of the then current term of Tenant's exercise of the option(s), such notice to be given in the manner provided in Section 25.04 of this Lease. Tenant's right to exercise the foregoing option(s) is conditioned upon Tenant's performance of all of the duties and obligations on its part to be performed under this Lease so that, at the time of the exercise of such option, Tenant shall not be in default hereunder. In the event that Tenant elects to extend the initial term of this Lease, the Minimum Annual Rent shall continue to be adjusted as provided in Section 6.02 of this Lease. ARTICLE 5 LIENS Tenant shall do all things necessary to prevent the filing of any mechanics' or other liens or encumbrances against the Premises, or any part thereof, or upon any interest of Landlord or Prime Landlord or any mortgagee or beneficiary under a deed of trust or any ground or underlying lessor in any portion of the Premises,